UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q/A



[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


      For the quarterly period ended      March 31, 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>
                                                                         March 31,          December 31,
                                                                           1999                 1998
                                                                       ------------         ------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>         
   Land .......................................................        $    380,414         $    380,414
   Buildings and improvements .................................          10,911,123           10,902,583
                                                                       ------------         ------------
                                                                         11,291,537           11,282,997
   Less:  Accumulated depreciation ............................          (6,295,750)          (6,151,093)
                                                                       ------------         ------------
                                                                          4,995,787            5,131,904

Cash and cash equivalents .....................................           1,282,321            1,114,934
Cash segregated for security deposits .........................              68,788               68,788
Accounts receivable ...........................................               2,949                4,867
Escrow deposits ...............................................             159,000              118,261
Prepaid expenses and other assets .............................               9,700                9,700
                                                                       ------------         ------------
                                                                       $  6,518,545         $  6,448,454
                                                                       ============         ============

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

Mortgage note payable, net ....................................        $  5,856,962         $  5,871,684
Accounts payable and accrued expenses .........................             110,970              119,347
Accrued property taxes ........................................             113,800               71,800
Payable to affiliates - General Partner .......................           2,181,632            2,140,623
Deferred revenue ..............................................              39,203               40,514
Security deposits and deferred rental revenue .................              69,476               66,792
                                                                       ------------         ------------
                                                                          8,372,043            8,310,760
                                                                       ------------         ------------

Partners' deficit:
   Limited partners - 55,000,000  Units
     authorized;  32,694,117 and 32,736,117 Units issued
     and  outstanding  at March 31, 1999 and December 31,
     1998, respectively (19,493,088 Current Income Units
     outstanding at March 31, 1999 and December 31, 1998;
     and 13,201,029 and  13,243,029  Growth/Shelter Units
     outstanding at March 31, 1999 and  December 31, 1998,
     respectively) ............................................          (1,599,987)          (1,608,707)
   General Partner ............................................            (253,511)            (253,599)
                                                                       ------------         ------------
                                                                        (1,853,498)           (1,862,306)
                                                                       ------------         ------------
                                                                       $ 6,518,545          $  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
                                                                                      March 31,
                                                                           --------------------------------
                                                                                1999              1998
                                                                           --------------    --------------
Revenue:
<S>                                                                        <C>               <C>            
   Rental revenue ............................................             $      626,354    $       601,864
   Interest...................................................                     10,032             12,061
                                                                            -------------      -------------
     Total revenue.............................................                   636,386            613,925
                                                                            -------------      -------------

Expenses:
   Interest....................................................                   133,318            134,178
   Depreciation................................................                   144,657            137,566
   Property taxes..............................................                    42,000             42,501
   Personnel expenses..........................................                    71,105             83,875
   Utilities...................................................                    31,914             41,201
   Repair and maintenance......................................                    64,574             55,591
   Property management fees -affiliates........................                    31,402             30,071
   Other property operating expenses...........................                    24,408             18,521
   General and administrative..................................                    23,939             65,657
   General and administrative - affiliates.....................                    60,261             55,445
                                                                            -------------      -------------
     Total expenses............................................                   627,578            664,606
                                                                            -------------      -------------

Net income (loss)..............................................            $        8,808    $       (50,681)
                                                                            =============     ==============

Net income (loss) allocable to limited partners -
   Current Income Unit.........................................                     4,360    $        (4,561)
Net income (loss) allocable to limited partners -
   Growth/Shelter Unit.........................................                     4,360            (45,613)
Net income (loss) allocable to General Partner.................                        88               (507)
                                                                            -------------      -------------
Net income (loss)..............................................            $        8,808    $       (50,681)
                                                                            =============     ==============

Net income (loss) per thousand limited partnership units:
Current Income Units...........................................            $          .22    $          (.23)
                                                                            =============     ==============

Growth/Shelter Units...........................................            $          .33    $         (3.44)
                                                                            =============     ==============

</TABLE>



The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXII, L.P.

                         STATEMENTS OF PARTNERS' DEFICIT
                                   (Unaudited)

               For the Three Months Ended March 31, 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 .........................               (507)                 --                (507)
   Current Income Units ....................                 --              (4,561)             (4,561)
   Growth/Shelter Units ....................                 --             (45,613)            (45,613)
                                                    -----------         -----------         -----------
Total net loss .............................               (507)            (50,174)            (50,681)
                                                    -----------         -----------         -----------

Balance at March 31, 1998 ..................        $  (253,212)        $(1,570,370)        $(1,823,582)
                                                    ===========         ===========         ===========


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

Net income
   General Partner .........................                 88                  --                  88
   Current Income Units ....................                 --               4,360               4,360
   Growth/Shelter Units ....................                 --               4,360               4,360
                                                    -----------         -----------         -----------
Total net income ...........................                 88               8,720               8,808
                                                    -----------         -----------         -----------

Balance at March 31, 1999 ..................        $  (253,511)        $(1,599,987)        $(1,853,498)
                                                    ===========         ===========         ===========

</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>
                                                                      Three Months Ended
                                                                           March 31,
                                                               --------------------------------
                                                                   1999                1998
                                                               ------------        ------------

Cash flows from operating activities:
<S>                                                            <C>                 <C>        
   Cash received from tenants .........................        $   628,628         $   625,993
   Cash paid to suppliers .............................           (223,153)           (265,121)
   Cash paid to affiliates ............................            (50,654)            (29,801)
   Interest received ..................................             10,032              12,061
   Interest paid ......................................           (122,900)           (124,605)
   Property taxes paid and escrowed ...................            (40,739)            (54,362)
                                                               -----------         -----------
Net cash provided by operating activities .............            201,214             164,165
                                                               -----------         -----------

Cash used in investing activities:
   Additions to real estate investments ...............             (8,540)            (73,293)
                                                               -----------         -----------

Cash used in financing activities:
   Principal payments on mortgage note
     payable ..........................................            (25,287)            (23,582)
                                                               -----------         -----------

Net increase in cash and cash equivalents .............            167,387              67,290

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

Cash and cash equivalents at end of period ............        $ 1,282,321         $   861,920
                                                               ===========         ===========

</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 Income (Loss) to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                         March 31,
                                                               ----------------------------
                                                                  1999              1998
                                                               ---------         ----------

<S>                                                            <C>               <C>       
Net income (loss) .....................................        $   8,808         $ (50,681)
                                                               ---------         ---------

Adjustments to reconcile net income (loss) to net
     cash  provided by operating activities:
   Depreciation .......................................          144,657           137,566
   Amortization of discounts on mortgage
     note payable .....................................           10,565             9,710
   Changes in assets and liabilities:
     Cash segregated for security deposits ............               --              (577)
     Accounts receivable ..............................            1,918              (118)
     Escrow deposits ..................................          (40,739)           13,767
     Prepaid expenses and other assets ................               --               953
     Accounts payable and accrued expenses ............           (8,377)            4,320
     Accrued property taxes ...........................           42,000           (25,628)
     Payable to affiliates - General Partner ..........           41,009            55,715
     Deferred revenue .................................           (1,311)           39,569
     Security deposits and deferred rental
       revenue ........................................            2,684           (20,431)
                                                               ---------         ---------
       Total adjustments ..............................          192,406           214,846
                                                               ---------         ---------

Net cash provided by operating activities .............        $ 201,214         $ 164,165
                                                               =========         =========
</TABLE>


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                       MCNEIL REAL ESTATE FUND XXII, L.P.

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 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 three months ended March 31, 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.
-------

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
$1,495,579 were  outstanding at March 31, 1999. The fee percentage  decreases to
 .75% in 2000, .50% in 2001 and .25% thereafter.

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

                                                        Three Months Ended
                                                             March 31,
                                                     ------------------------
                                                         1999          1998
                                                     ---------     ----------

Property management fees.......................      $  31,402     $   30,071
Charged to general and administrative -
   affiliates:
   Partnership administration..................         16,487         15,842
   Asset management fee........................         43,774         39,603
                                                     ---------     ----------
                                                     $  91,663     $   85,516
                                                     =========     ==========

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 three  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.

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

Revenue:

Total Partnership revenues increased by $22,461 or 4% for the three months ended
March 31,  1999 as  compared  to the same  period of 1998.  Rental  revenue  was
$626,354 for the three months  ended March 31, 1999 and remained  comparable  to
$601,864 for the same period in 1998. Interest income for the first three months
of 1999 decreased by $2,029 as compared to the prior period.

Expenses:

Total  expenses  decreased by $37,028 or 6% for the three months ended March 31,
1999 as compared to the same period in 1998. Decreases in personnel,  utilities,
and general and  administrative  expenses were partially  offset by increases in
repairs and maintenance and other operating expenses.

Personnel expenses decreased $12,770 or 15% for the three months ended March 31,
1999 as  compared  to the same  period  for  1998.  The  decrease  can be mainly
attributed  to  salaries  of more than  $9,600  paid in 1998 from 1997  year-end
payroll.  There were no such timing  discrepancies  in 1999 for 1998 end of year
payroll.


<PAGE>
Utilities  expense decreased $9,287 or 23% the three months ended March 31, 1999
as  compared  to  the  same  period  for  1998.  This  decrease  is  exclusively
attributable to lower electric expense.  Electric expenses were under accrued at
the end of 1997 and subsequently paid in 1998.

Repairs and maintenance expenses increased by $8,983 or 16% for the three months
ended March 31, 1999 as compared to the same period of 1998.  The  increase  was
primarily due to increased snow removal  expenses of more than $11,000  incurred
during the first  quarter of 1999.  These costs were offset  with  decreases  in
courtesy patrol and equipment rentals.

Other property  operating  expenses increased $5,887 or 32% for the three months
ended March 31, 1999 as compared to the same period of 1998.  This  increase was
mainly  attributable  to decreased bad debt  collections.  Bad debt  collections
totaled more than $8,700 during the first three months of 1998.

General and  administrative  expensed  decreased by $41,718 for the three months
ended March 31, 1999 as compared to the same period of last year.  The  decrease
was  primarily   due  to  increased   costs  during  1998  incurred  to  explore
alternatives  to maximize the value of the  Partnership  not incurred during the
first three months of 1999. (see Liquidity and Capital Resources).

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

The Partnership was provided $201,214 of cash by operating activities during the
first three  months of 1999 as compared to $164,165 for the same period in 1998.
This  increase is due to a reduction  in cash paid to  suppliers  but was offset
somewhat by an increase in cash paid to affiliates.

Cash used for  additions to real estate was $8,540 during the first three months
of 1999 as compared to $73,293  during the same period of 1998. A greater amount
was spent in 1998 at Harbour Club III for landscape and signage improvements, as
well as electrical upgrades.  In addition,  hallway renovations were capitalized
during the first three months of 1998.

Cash used for principal payments on the mortgage note payable was $25,287 during
the first  three  months of 1999 as  compared  to $23,582 for the same period of
1998.

Short-term liquidity:

At March 31, 1999, the Partnership held $1,282,321 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:

As previously announced, the Partnership has retained PaineWebber,  Incorporated
as its exclusive financial advisor to explore alternatives to maximize the value
of the  Partnership,  including,  without  limitation,  a  transaction  in which
limited partnership interests in the Partnership are converted into cash. During
the last full week of March,  the Partnership  entered into a 45 day exclusivity
agreement  with a  well-financed  bidder with whom it had commenced  discussions
with respect to a sale  transaction.  The  Partnership  and such party have made
significant  progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing  negotiations,  the exclusivity  agreement has been extended
for an  additional  21 days until June 4, 1999.  It is possible that the General
Partner  and its  affiliates  will  receive  non-cash  consideration  for  their
ownership  interests in connection  with any such  transaction.  There can be no
assurance  regarding  whether any such  agreement  will be reached nor the terms
thereof.

Distributions:

To maintain adequate cash balances of the Partnership,  distributions to Current
Income Unit holders were suspended in 1988.  There have been no distributions to
Growth/Shelter  Units  holders.   Distributions  to  Unit  holders  will  remain
suspended  for the  foreseeable  future.  The General  Partner will  continue to
monitor  the cash  reserves  and working  capital  needs of the  Partnership  to
determine when cash flows will support distributions to the Unit holders.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for  periods  after March 31,  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
--------------------

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  will assess these risks and develop  plans to mitigate
possible failures by July 1999.



<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 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. 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. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval was received on October 6, 1998. A hearing for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.


<PAGE>
Because McNeil Real Estate Fund XXIII,  L.P., Hearth Hollow  Associates,  McNeil
Midwest  Properties I, L.P. and Regency North Associates,  L.P. would be part of
the  transaction  contemplated  in the settlement  and Plaintiffs  claim that an
effort should be made to sell the McNeil Partnerships,  Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII,  L.P.,  Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.

Plaintiff's  counsel  intends  to seek an  order  awarding  attorney's  fees and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  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.

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 March 31, 1999.


(b)      Reports on Form  8-K.  There   were no reports on Form 8-K filed during
         the quarter ended  March 31, 1999.



<PAGE>
                       MCNEIL REAL ESTATE FUND XXII, L.P.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized:



                           McNEIL REAL ESTATE FUND XXII, L.P.

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

                                By: McNeil Investors, Inc., General Partner





May 18, 1999                    By: /s/  Ron K. Taylor
------------                       ---------------------------------------------
Date                                Ron K. Taylor
                                    President and Director of McNeil 
                                     Investors, Inc.
                                    (Principal Financial Officer)




May 18, 1999                    By: /s/  Carol A. Fahs
------------                       ---------------------------------------------
Date                                Carol A. Fahs
                                    Vice President of McNeil Investors, Inc.
                                    (Principal Accounting Officer)