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

                                  FORM 10-K405

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

     For the fiscal year ended      December 31, 1997
                                ------------------------------------------------

                                       OR

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

     For the transition period from ______________ to_____________

     Commission file number  0-12915
                            ---------


                        McNEIL REAL ESTATE FUND XIV, LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                          94-2822299
--------------------------------------------------------------------------------
(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
                                                     ---------------------------

Securities registered pursuant to Section 12(b) of the Act:  None
----------------------------------------------------------   -------------------

Securities registered pursuant to Section 12(g) of the Act:  Limited partnership
                                                             units
----------------------------------------------------------   -------------------

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
                         ---  ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

85,662  of the  registrant's  86,534  limited  partnership  units  are  held  by
non-affiliates  of this registrant.  The aggregate market value of units held by
non-affiliates  is not determinable  since there is no public trading market for
limited  partnership  units  and  transfers  of units  are  subject  to  certain
restrictions.

Documents Incorporated by Reference:        See Item 14, Page 37.

                                TOTAL OF 40 PAGES
<PAGE>
                                     PART I

ITEM 1. BUSINESS
------- --------

ORGANIZATION
------------

McNeil Real Estate Fund XIV, Ltd. (the  "Partnership")  was organized  April 30,
1982 as a limited  partnership  under the provisions of the  California  Uniform
Limited  Partnership  Act.  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  Partnership  is governed by an
amended  and  restated  partnership   agreement  of  limited  partnership  dated
September 20, 1991, as amended (the "Amended Partnership  Agreement").  Prior to
September 20, 1991, Pacific Investors  Corporation (the prior "Corporate General
Partner"), a wholly-owned subsidiary of Southmark Corporation ("Southmark"), and
McNeil were the general  partners of the  Partnership,  which was governed by an
agreement of limited partnership dated April 30, 1982 (the "Original Partnership
Agreement"). The principal place of business for the Partnership and the General
Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

On  February  14,  1983,  a  Registration  Statement  on Form S-11 was  declared
effective by the  Securities  and Exchange  Commission  whereby the  Partnership
offered for sale $35,000,000 of limited  partnership  units ("Units"),  with the
General  Partners' right to increase the offering up to  $50,000,000.  The Units
represent equity interests in the Partnership and entitle the holders thereof to
participate in certain  allocations and  distributions of the  Partnership.  The
sale of Units closed on September 17, 1984, with 86,101 Units sold at $500 each,
or gross  proceeds of  $43,050,500  to the  Partnership,  including the original
general  partners'  purchase of 200 Units for $100,000.  In 1992, 483 Units were
issued to the General  Partner in payment of the fixed portion of the Management
Incentive  Distribution  ("MID").  In  1993,  30  Units  were  relinquished.  An
additional 20 Units were relinquished in 1994,  leaving 86,534 Units outstanding
at December 31, 1997.

SOUTHMARK BANKRUPTCY AND CHANGE IN GENERAL PARTNER
--------------------------------------------------

On July 14, 1989,  Southmark filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Neither the Partnership,  McNeil nor the
Corporate   General   Partner   were   included  in  the   filing.   Southmark's
reorganization  plan became  effective  August 10, 1990. Under the plan, most of
Southmark's  assets,  including  Southmark's  interests in the Corporate General
Partner, were sold or liquidated for the benefit of creditors.

In  accordance  with  Southmark's  reorganization  plan,  on October  12,  1990,
Southmark, McNeil and various of their affiliates entered into an asset purchase
agreement  providing for, among other things,  the transfer of control to McNeil
or his affiliates of 34 limited partnerships  (including the Partnership) in the
Southmark portfolio.


<PAGE>
On February 14,  1991,  pursuant to the asset  purchase  agreement as amended on
that date: (a) an affiliate of McNeil purchased the Corporate  General Partner's
economic  interest in the  Partnership;  (b) McNeil became the managing  general
partner of the Partnership  pursuant to an agreement with the Corporate  General
Partner  that  delegated  management  authority  to McNeil;  and (c) McNeil Real
Estate Management,  Inc. ("McREMI"), an affiliate of McNeil, acquired the assets
relating to the property management and partnership  administrative  business of
Southmark  and its  affiliates  and commenced  management  of the  Partnership's
properties  pursuant  to an  assignment  of  the  existing  property  management
agreements from the Southmark affiliates.

On September 20, 1991, the limited  partners  approved a restructuring  proposal
that  provided for (i) the  replacement  of the  Corporate  General  Partner and
McNeil with the General  Partner;  (ii) the adoption of the Amended  Partnership
Agreement, which substantially alters the provisions of the Original Partnership
Agreement  relating  to,  among other  things,  compensation,  reimbursement  of
expenses, and voting rights; and (iii) the approval of a new property management
agreement with McREMI, the Partnership's property manager.

The  Amended  Partnership  Agreement  provides  for the MID to replace all other
forms of general partner  compensation  other than property  management fees and
reimbursements  of certain costs.  Additional  Units may be issued in connection
with the payment of the MID pursuant to the Amended Partnership  Agreement.  See
Item  8 -  Note  2  "Transactions  with  Affiliates."  For a  discussion  of the
methodology  for  calculating  and  distributing  the MID, see Item 13 - Certain
Relationships and Related Transactions.

Settlement of Claims:

The  Partnership  filed claims with the United States  Bankruptcy  Court for the
Northern  District of Texas,  Dallas Division (the  "Bankruptcy  Court") against
Southmark for damages relating to improper  overcharges,  breach of contract and
breach of fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.

An Order Granting  Motion to Distribute  Funds to Class 8 Claimants  dated April
14, 1995 was issued by the Bankruptcy  Court.  In accordance  with the Order, in
May 1995, the Partnership  received in full satisfaction of its claims,  $30,118
in cash, and common and preferred stock in the reorganized  Southmark.  The cash
and  stock  represent  the  Partnership's  pro-rata  share of  Southmark  assets
available for Class 8 Claimants.  The Partnership  sold the Southmark common and
preferred  stock in May 1995,  for $9,723  which,  when  combined  with the cash
proceeds from Southmark, resulted in a gain on legal settlement of $39,841.

CURRENT OPERATIONS
------------------

General:

The Partnership is engaged in diversified real estate activities,  including the
ownership,  operation and management of  residential  and retail real estate and
other real estate related assets.  At December 31, 1997, the  Partnership  owned
five income-producing properties as described in Item 2 - Properties.


<PAGE>
The  Partnership  does not directly  employ any personnel.  The General  Partner
conducts the business of the  Partnership  directly and through its  affiliates.
The  Partnership  is managed by the  General  Partner.  In  accordance  with the
Amended  Partnership  Agreement,  the Partnership  reimburses  affiliates of the
General  Partner for certain  expenses  incurred by the affiliates in connection
with the management of the Partnership. See Item 8 - Note 2 - "Transactions With
Affiliates."

The business of the Partnership to date has involved only one industry  segment.
See Item 8 - Financial Statements and Supplementary Data. The Partnership has no
foreign operations. The business of the Partnership is not seasonal.

Business Plan:

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

On October 1, 1996, the Partnership placed Redwood Plaza on the market for sale.

Competitive Conditions:

Since the  principal  business of the  Partnership  is to own and  operate  real
estate,  the Partnership is subject to all of the risks incident to ownership of
real estate and interests  therein,  many of which relate to the  illiquidity of
this type of  investment.  These  risks  include  changes  in  general  or local
economic conditions,  changes in supply or demand for competing properties in an
area,  changes in interest rates and  availability  of permanent  mortgage funds
which  may  render  the  sale  or  refinancing   of  a  property   difficult  or
unattractive, changes in real estate and zoning laws, increases in real property
tax rates and Federal or local  economic or rent  controls.  The  illiquidity of
real estate  investments  generally  impairs the ability of the  Partnership  to
respond  promptly  to  changed  circumstances.  The  Partnership  competes  with
numerous established companies, private investors (including foreign investors),
real estate investment trusts,  limited partnerships and other entities (many of
which have greater  resources than the Partnership) in connection with the sale,
financing  and  leasing  of  properties.  The  impact  of  these  risks  on  the
Partnership,   including   losses  from  operations  and   foreclosures  of  the
Partnership's  properties,  is described in Item 7 - Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations.  See  Item 2 -
Properties  for a discussion  of  competitive  conditions  at the  Partnership's
properties.


<PAGE>
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  December 31, 1997.  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  sales or  refinancings of its
properties and respond to changing economic and competitive factors.

Environmental Matters:

The environmental  laws of the Federal government and of certain state and local
governments  impose  liability  on current  property  owners for the clean-up of
hazardous and toxic substances discharged on the property. This liability may be
imposed  without  regard  to the  timing,  cause or person  responsible  for the
release of such substances onto the property.  The Partnership  could be subject
to such liability in the event that it owns properties having such environmental
problems.  The Partnership has no knowledge of any pending claims or proceedings
regarding such environmental problems.

Other Information:

In August 1995, High River Limited  Partnership,  a Delaware limited partnership
controlled by Carl C. Icahn ("High River") made an  unsolicited  tender offer to
purchase from holders of Units up to approximately  45% of the outstanding Units
of the Partnership for a purchase price of $95 per Unit. In September 1996, High
River made  another  unsolicited  tender  offer to  purchase  any and all of the
outstanding  Units of the  Partnership  for a purchase price of $95 per Unit. In
addition,   High  River  made  unsolicited   tender  offers  for  certain  other
partnerships controlled by the General Partner. The Partnership recommended that
the  limited  partners  reject  the  tender  offers  made  with  respect  to the
Partnership and not tender their Units.  The General Partner believes that as of
January  31,  1998,  High  River  has  purchased   approximately  12.3%  of  the
outstanding  Units  pursuant to the tender offers.  In addition,  all litigation
filed by High River,  Mr. Icahn and his affiliates in connection with the tender
offers has been dismissed without prejudice.

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



<PAGE>
ITEM 2. PROPERTIES
------- ----------

The  following  table sets forth the real  estate  investment  portfolio  of the
Partnership  at December 31, 1997.  The buildings and the land on which they are
located  are owned by the  Partnership  in fee,  subject in each case to a first
lien deed of trust as set forth more fully in Item 8 - Note 5 - "Mortgage  Notes
Payable."  See also  Item 8 - Note 4 - "Real  Estate  Investments"  and Item 8 -
Schedule  III -  "Real  Estate  Investments  and  Accumulated  Depreciation  and
Amortization."  In the opinion of  management,  the  properties  are  adequately
covered by insurance.

<TABLE>
<CAPTION>
                                               Net Basis                           1997            Date
Property              Description            of Property         Debt         Property Tax       Acquired
--------              -----------            -----------         ----         ------------       --------

Real Estate Investments:
<S>                   <C>                 <C>               <C>                <C>                 <C>
Embarcadero
  Club (1)            Apartments
College Park, GA      404 units           $    6,390,646    $    7,594,425     $   134,662         09/84

Tanglewood
  Village (2)         Apartments
Carson City, NV       130 units                3,154,949         2,704,333          41,074         06/86

Thunder Hollow (3)
Bensalem              Apartments
  Township, PA        301 units                7,267,411         9,340,509         282,252         11/84

Windrock (4)          Apartments
El Paso, TX           150 units                3,438,184         3,387,741         101,200         10/84
                                           -------------     -------------      ----------

                                          $   20,251,190    $   23,027,008     $   559,188
                                           =============     =============      ==========

Asset Held for Sale:

Redwood Plaza         Retail Center
Salt Lake City, UT    87,186 sq. ft.      $    1,932,910    $      864,004     $    55,948         06/84
                                           =============     =============      ==========
</TABLE>

-----------------------------------------
Total:    Apartments  -  985 units
          Retail centers - 87,186 sq. ft.

(1)      Embarcadero  Club Apartments is owned by Embarcadero  Associates  which
         is wholly-owned by the Partnership and the General Partner.

(2)      Tanglewood   Village  Apartments   is  owned  by  Tanglewood  Fund  XIV
         Associates,  L.P.   which  is  wholly-owned  by the Partnership and the
         General Partner.



<PAGE>
(3)      Thunder  Hollow  Apartments is owned by Thunder Hollow Fund XIV Limited
         Partnership which is wholly-owned by the Partnership.

(4)      Windrock Apartments   is   owned  by   Windrock Fund XIV, L.P. which is
         wholly-owned by the Partnership.

The  following  table sets  forth the  properties'  occupancy  rate and rent per
square foot for each of the last five years:

<TABLE>
<CAPTION>
                                        1997           1996            1995           1994          1993
                                    -------------  -------------  --------------  -------------  ----------

Real Estate Investments:
<S>                                       <C>             <C>            <C>            <C>             <C>
Embarcadero Club
   Occupancy Rate............             99%             97%            99%            98%             88%
   Rent Per Square Foot......           $7.54           $7.10          $6.89          $6.46           $6.12

Tanglewood Village
   Occupancy Rate............             95%             97%            98%            97%             99%
   Rent Per Square Foot......           $7.47           $7.36          $7.35          $7.00           $6.64

Thunder Hollow
   Occupancy Rate............             97%             99%            97%            99%            100%
   Rent Per Square Foot......           $8.44           $8.15          $7.76          $7.53           $7.18

Windrock
   Occupancy Rate............             96%             93%            75%            83%             91%
   Rent Per Square Foot......           $5.57           $5.02          $5.01          $5.33           $5.11

Asset Held for Sale:

Redwood Plaza
   Occupancy Rate............            100%            100%           100%            98%             76%
   Rent Per Square Foot......           $7.45           $7.13          $7.04          $6.33           $5.28
</TABLE>

Occupancy rate  represents all units leased divided by the total number of units
for  residential  properties  and square  footage leased divided by total square
footage for retail  properties  as of  December  31 of the given year.  Rent per
square foot represents all revenue, except interest, derived from the property's
operations divided by the leasable square footage of the property.


<PAGE>
Competitive Conditions
----------------------

Real Estate Investments:

Embarcadero Club Apartments
---------------------------

The area  surrounding  Embarcadero  Club  Apartments has rebounded from the 1991
Eastern  Airlines  bankruptcy.  Embarcadero  Club is 2.5  miles  from  Atlanta's
Hartsfield International Airport. Area occupancy rates have improved to 95%, and
the occupancy  rate at  Embarcadero  Club  generally is two to three  percentage
points above the market average. Embarcadero Club competes with both low end and
high end  properties,  but good location and stable  management have allowed the
property to successfully  hold its competitive  niche.  Renovations in excess of
$1,300,000  in the past few years have  added  significantly  to the  property's
competitiveness. No new construction is planned for the area.

Tanglewood Village Apartments
-----------------------------

Tanglewood  Village  Apartments  rental rates have increased ahead of its Carson
City  competition due to the addition of a new swimming pool,  renovation of the
clubhouse, and a unique floor plan mix. Occupancy rates for both the Carson City
area and Tanglewood  Village average a strong 95%.  Tanglewood Village has shown
strong earnings growth the past two years due to capital improvements.  However,
the low cost of home  ownership in the Carson City area,  relative to the rental
market, will make it difficult to increase rents in the near future.

Thunder Hollow Apartments
-------------------------

Thunder  Hollow  Apartments  has been able to increase  rental rates to a higher
level  than its  competitors  and still  maintain  occupancy  rates at the local
market's 96% average  occupancy rate. The property has some of the largest floor
plans in its market, an especially attractive feature for tenants with children.
There has been no new multi-family  development in the market for several years.
Competition is limited in this market, but further increases in rental rates may
be difficult to achieve due to the predominantly blue collar demographics of the
area and an overbuilt single family home market.

Windrock Apartments
-------------------

The 1997 occupancy rate at Windrock  Apartments  exceeded the 92% market average
for the first time in several  years.  Furthermore,  only  minimal  multi-family
construction  is planned  for El Paso during  1998.  The local  economy  remains
closely tied to Mexico's economy, which has been volatile. High unemployment and
relatively  inexpensive  single family housing will limit rental rate increases.
Windrock offers some unusually large floor plans in a secluded setting, but lack
of  washer/dryer  connections  and limited parking space have been handicaps for
the property as it competes with newer properties with full amenity packages.


<PAGE>
Asset Held for Sale:

Redwood Plaza
-------------

The area surrounding  Redwood Plaza is transforming  from a middle to low income
area to a growing  commercial  district.  Local  businesses,  such as  McDonnell
Douglas, Litton Industries and Unisys, as well as one of the property's tenants,
the Utah Motor  Vehicle  Division,  provide  strong  lunch  time  traffic to the
property.  The Motor  Vehicle  Division is one of only three offices in the Salt
Lake Valley where motorists may renew their licenses.  Occupancy is projected to
remain strong during 1998.  The  Partnership  and one of the  property's  anchor
tenants are  negotiating a plan to expand the anchor's  space by expanding  into
space  occupied by two other tenants and by  constructing  an additional  15,838
square  feet of space.  If the  Partnership  and the anchor  tenant  agree on an
expansion  plan, the terms of the anchor tenant's lease will likely be modified,
and the  Partnership  will  likely be  responsible  for  capital  repairs to the
property's facade and parking lot.

The following schedule shows lease expirations for the Partnership's  commercial
property for 1998 through 2007:

<TABLE>
<CAPTION>
                           Number of                                   Annual           % of Gross
                           Expirations           Square Feet            Rent            Annual Rent
                           -----------           -----------         -----------        -----------
Asset Held for Sale:
<C>                              <C>                  <C>            <C>                     <C>
Redwood Plaza
1998                             7                    15,884         $   100,653             18%
1999                             3                     4,856              36,242              7%
2000                             2                    28,313              86,938             16%
2001                             1                     3,040              55,630             10%
2002                             0                         -                   -              -
2003                             1                    20,100             203,613             37%
2004                             1                    14,993              63,270             12%
2005                             0                         -                   -              -
2006                             0                         -                   -              -
2007                             0                         -                   -              -

</TABLE>

No  residential  tenant  leases 10% or more of the available  rental space.  The
following  schedule reflects  information on commercial tenants occupying 10% or
more of the leasable square feet for each property:

<TABLE>
<CAPTION>
Nature of
Business                       Square Footage                                                   Lease
   Use                              Leased                    Annual Rent                     Expiration
                               --------------                 -----------                     ----------
Asset Held for Sale:

Redwood Plaza
<S>                                   <C>                      <C>                               <C>
Grocery Store                         24,873                   $     55,964                      2000
Government Office                     20,100                        203,613                      2003
Discount Store                        14,993                         63,270                      2004
</TABLE>
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS
-------  -----------------

The Partnership is not party to, nor are any of the Partnership's properties the
subject of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

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

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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants  must  move,  answer or  otherwise  respond to the second
consolidated and amended complaint by June 30, 1998.

For a discussion of the Southmark bankruptcy, see Item 1 - Business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------- ---------------------------------------------------

None.

<PAGE>
                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND
-------  ------------------------------------------------------------
         RELATED SECURITY HOLDER MATTERS
         -------------------------------

(A)          There is no established  public trading market for limited
             partnership  units, nor is one expected to develop.

(B)          Title of Class                      Number of Record Unit Holders

             Limited partnership units           3,838 as of January 31, 1998

(C)          The Partnership   paid  distributions  totaling  $6,146,222 ($71.02
             per Unit) to the limited  partners in 1997. No  distributions  were
             paid to the limited  partners during 1996 or 1995. In the last week
             of March  1998,  the  Partnership  distributed  $500,000 to limited
             partners  of record as of March 1, 1998.  The  Partnership  accrued
             distributions of $564,834, $618,786 and $601,583 for the benefit of
             the General Partner for the years ended December 31, 1997, 1996 and
             1995, respectively. These distributions are the MID pursuant to the
             Amended Partnership  Agreement.  In 1995, the Partnership suspended
             payment of MID. The Partnership paid $1,774,877 and $500,000 of MID
             to the General Partner in 1997 and 1996, respectively. See Item 8 -
             Note  2  -  "Transactions  with  Affiliates."  See  also  Item  7 -
             Management's  Discussion  and Analysis of Financial  Condition  and
             Results of Operations for a discussion of the  likelihood  that the
             Partnership will continue distributions to limited partners.

ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------

The  following  table sets forth a summary  of  certain  financial  data for the
Partnership.  This summary should be read in conjunction with the  Partnership's
financial  statements  and  notes  thereto  appearing  in  Item  8  -  Financial
Statements and Supplementary Data.

<TABLE>
<CAPTION>
Statements of                                                Years Ended December 31,
Operations                              1997           1996            1995           1994           1993
------------------                  -------------  -------------  --------------  -------------  -------------
<S>                                 <C>            <C>            <C>             <C>            <C>
Rental revenue................      $   8,996,989  $   9,429,880  $    9,188,439  $   8,899,488  $   8,881,991
Gain on legal settlement......                  -              -          39,841              -              -
Gain on involuntary
   conversion.................                  -              -               -         51,588              -
Gain on disposition of
   real estate................          3,081,755              -               -              -        627,902
Total revenue.................         12,289,725      9,536,634       9,350,464      8,988,225      9,539,165
Net income (loss).............          3,328,774       (119,302)       (331,176)      (300,760)      (626,596)

Net income (loss) per
   limited partnership unit...      $       3.02   $       (1.36) $       (3.79)  $       (3.44) $       (7.17)
                                     ===========    ============   ============    ============   ============

Distributions per limited
   partnership unit...........      $      71.02   $           -  $            -  $           -  $           -
                                     ===========    ============   =============   ============   ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                 As of December 31,
Balance Sheets                          1997           1996            1995           1994           1993
--------------                      -------------  -------------  --------------  -------------  -------------
<S>                                <C>            <C>            <C>             <C>            <C>
Real estate investments,
   net........................     $   20,251,190 $   21,656,966 $    30,950,884 $   31,396,082 $   32,248,606
Assets held for sale..........          1,932,910      7,942,855               -              -              -
Total assets..................         26,325,605     34,188,885      35,275,343     35,214,866     35,514,281
Mortgage notes payable,
   net........................         23,891,012     27,423,689      27,871,969     27,161,556     27,520,265
Partners' equity..............          1,099,044      4,481,326       5,219,414      6,152,173      7,026,841

</TABLE>
See Item 7 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations.  The Partnership sold Country Hills Plaza,  Midvale Plaza
and Ridgewood Park Apartments on April 8, 1997, September 24, 1997, and June 15,
1993, respectively.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-------  -----------------------------------------------------------
         AND RESULTS OF OPERATIONS
         -------------------------

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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing  real  properties.  At  the  end  of  1997,  the
Partnership owned four apartment  properties and one retail shopping center. The
retail  shopping  center is on the  market  for sale.  All of the  Partnership's
properties are subject to mortgage notes.

The Partnership  sold Country Hills Plaza and Midvale Plaza on April 8, 1997 and
September 24, 1997,  respectively.  The Partnership distributed the net proceeds
from the sale of these two  properties to the limited  partners.  Redwood Plaza,
the Partnership' sole remaining commercial  property,  remains on the market for
sale.

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

1997 compared to 1996

Revenue:

Rental revenue for the year ended  December 31, 1997 decreased  $432,891 or 4.6%
from rental  revenue  earned for 1996.  Excluding  rental  revenue  derived from
Country  Hills Plaza and Midvale  Plaza for both 1997 and 1996,  rental  revenue
increased $375,765 or 4.7% in 1997 compared to 1996.


<PAGE>
Rental  revenue  increased  at all of the  Partnership's  remaining  properties.
Increased  occupancy at Windrock  Apartments  led to a 10.9%  increase in rental
revenue at the El Paso property.  Increased rental rates provided rental revenue
increases  ranging from 3.5% to 6.1% at  Embarcadero  Club  Apartments,  Thunder
Hollow  Apartments and Redwood Plaza.  Rental revenues  increased  approximately
1.5% at  Tanglewood  Village  Apartments  as an  increase  in  rental  rates was
partially offset by increased vacancy losses.

Interest  revenue  nearly doubled in 1997 compared to 1996.  Increased  interest
income was the result of  increasing  amounts of cash and cash  equivalents  the
Partnership was able to invest in interest-bearing accounts.

The sale of Country Hills Plaza on April 8, 1997 provided a $2,208,359  one-time
gain on sale of real estate.  An  additional  gain of $873,396 was realized with
the September 24, 1997 sale of Midvale Plaza.

Expenses:

Partnership  expenses decreased $694,985 or 7.2% for the year ended December 31,
1997 as  compared  to the same  period  of 1996.  Expenses  decreased  primarily
because of the sale of  Country  Hills  Plaza on April 8, 1997,  and the sale of
Midvale Plaza on September 24, 1997. After excluding expenses related to Country
Hills Plaza and Midvale Plaza, the Partnership's  expenses  decreased $26,310 or
0.3% for 1997 as  compared  to 1996.  General and  administrative  expenses  and
general and administrative expenses paid to affiliates decreased, while property
taxes increased.

General  and  administrative  expenses  decreased  60.4% for 1997 as compared to
1996.  In 1996,  the  Partnership  incurred  costs to evaluate  and  disseminate
information  regarding  an  unsolicited  tender  offer.  Similar  costs were not
incurred in 1997.  The  decrease  was  partially  offset by charges for investor
services, which beginning in 1997, were provided by a third party vendor instead
of by affiliates of the General Partner. The switch of investor service expenses
from  affiliates  to a third party  vendor also  accounts  for most of the 15.5%
decrease  in  general  and  administrative  expenses  paid to  affiliates.  Also
contributing  to the  decrease in general and  administrative  expenses  paid to
affiliates was a decrease in partnership  administrative  reimbursements  due to
the sale of  Country  Hills  Plaza in April  1997,  and also the sale of Midvale
Plaza in September 1997.

Property taxes on the Partnership's  remaining  properties  increased $51,293 or
9.1% in 1997 as  compared  to 1996.  Increased  assessments  on  Thunder  Hollow
Apartments  contributed to a 7.7% increase in property taxes at the Pennsylvania
property.  Property taxes at Embarcadero Club Apartments in 1996 were reduced by
a one-time  credit for an adjustment for prior year's  property  taxes.  No such
adjustment was made in 1997.

Other property operating expenses increased $89,104 or 17.2% in 1997 as compared
to 1996.  All of the  increase in other  property  operating  expenses is due to
increased bad-debt write-offs incurred at Country Hills Plaza and Midvale Plaza.
An evaluation of the receivables after the sale of the two properties  indicated
that  the  Partnership  was  unlikely  to  collect   approximately   $89,916  of
receivables due from a single tenant that entered into  bankruptcy  proceedings,
and who occupied space at both properties.





<PAGE>
1996 compared to 1995

Revenue:

Thunder Hollow Apartments and Embarcadero Club Apartments  accounted for most of
the  Partnership's  $241,441 or 2.6% increase in rental revenue in 1996 compared
to 1995.  Base rental rates were  increased at both  properties.  Vacancy losses
reduced  the  effect of the rental  rate  increases  at  Embarcadero  Club,  but
improving  occupancy  boosted  the effect of the  increases  at  Thunder  Hollow
Apartments.  Although Tanglewood Village Apartments increased base rental rates,
the increase was wholly offset by increased vacancy losses, leading to unchanged
rental  revenue in 1996  compared  to 1995.  Rental  revenue  earned at Windrock
Apartments  improved  throughout  1996.  Windrock  Apartments began 1996 with an
occupancy rate of 75%, and increased occupancy to 93% at the end of 1996.
For the year, rental revenue rates and occupancy were unchanged from 1995.

All three of the  Partnership's  Utah retail  shopping  centers  ended 1996 100%
leased.  Good  locations  and a strong  Utah  economy  have  enabled  the  three
properties  to continue to provide  positive  cash flow for the  Partnership.  A
decrease in expense  recoveries  from  tenants led to a 0.9%  decrease in rental
revenue at Country  Hills.  Redwood  Plaza  increased  its rental  revenue  1.4%
principally through increased rental rates on its newer leases.  Midvale Plaza's
anchor tenant,  a home supply store,  vacated its space in June 1995. The anchor
tenant  subsequently  assigned its lease to a new tenant,  a retail  second hand
store,  that has occupied 55% of the anchor  tenant space.  The remaining  space
remains vacant,  but under lease.  For the year,  Midvale Plaza increased rental
revenue 2.3% mostly through an increase in contingent rentals based on the sales
activity of the property's tenants.

Expenses:

Partnership  expenses  decreased  $25,704 or 0.3% in 1996 compared to 1995. On a
combined basis, the Partnership reported a significant  increases in repairs and
maintenance expense and in general and administrative  expenses, and significant
decreases in other property  operating  expenses and general and  administrative
expenses paid to affiliates.

Repairs and maintenance expenses increased $106,875 or 10.3% in 1996 compared to
1995. The increase was concentrated at the Partnership's residential properties.
Under the  Partnership's  capitalization  policy,  most  expenditures  for floor
covering  replacements were capitalized in 1995. However, such expenditures were
generally  expensed in 1996 because the level of such expenditures was not great
enough to qualify for capitalization.  Floor covering expenses increased $48,563
in 1996  compared  to  1995.  Also a  factor  in the  increase  in  repairs  and
maintenance  was  a  $60,628   increase  in  snow  removal  expenses  and  other
storm-related clean up expenses incurred at Thunder Hollow Apartments.

General and administrative expenses increased $37,061 or 19% in 1996 compared to
1995. The Partnership  incurred increased costs associated with the fees charged
by professionals such as appraisers,  auditors and other consultants,  as well a
7.9% increase in expenses associated with an unsolicited tender offer.

Other property operating expenses decreased $62,728 or 10.8% in 1996 compared to
1995. The Partnership incurred decreased expenses for property insurance and for
costs  associated  with credit and collection  activities.  These decreases were
concentrated at the Partnership's residential properties.



<PAGE>
General and administrative  expenses paid to affiliates  decreased 21.3% in 1996
compared to 1995. The decrease was mainly due to a decrease in overhead expenses
allocated  to the  Partnership  by  McREMI.  Such  reimbursements  are  paid  in
accordance with the Partnership's Amended Partnership Agreement.

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

Cash flow from operating activities decreased 1.5% in 1997 compared to 1996. The
decrease is due to the sale of Country  Hills Plaza and Midvale Plaza during the
course of 1997. Operating cash flow from the Partnership's  remaining properties
increased  almost  enough to offset  the loss of the two  properties  during the
course of 1997.

The Partnership  invested $668,126 in capital  improvements in 1997, in addition
to the  $834,036 and  $1,743,497  invested in 1996 and 1995,  respectively.  The
Partnership  has budgeted an  additional  $625,000 for capital  improvements  in
1998. The capital improvements  budgeted for 1998 are expected to be funded from
cash flow from operations.

In 1997  and  1996,  the  Partnership's  improving  cash  position  allowed  the
Partnership to resume MID payments to the General Partner. MID payments had been
suspended  since the  beginning  of 1994 to  increase  the cash  reserves of the
Partnership. $500,000 of MID was paid to the General Partner during 1996, and an
additional  $1,774,877  of MID was paid  during  1997.  $90,326  of MID  remains
accrued but unpaid at the end of 1997. The Partnership  anticipates  further MID
payments  in  1998  if the  Partnership's  properties  continue  to  perform  as
anticipated.

As discussed above, two of the Partnership's properties, Country Hills Plaza and
Midvale Plaza were sold during 1997. The sale of these two  properties  provided
$6,146,226 of cash proceeds to the Partnership,  after repayment of the mortgage
notes associated with the two properties. The net cash proceeds from the sale of
the two properties was distributed to the limited  partners in two  installments
in September  1997 and December  1997.  During the last week of March 1998,  the
Partnership  distributed an additional $500,000 to limited partners of record as
of March 1, 1998. The $500,000 distribution was funded from cash reserves of the
Partnership.

Short Term Liquidity:

The Partnership expended  considerable  resources over the past several years to
restore its properties to good operating condition. These expenditures have been
necessary  to  maintain  the  competitive  position of the  Partnership's  aging
properties in each of their markets.  The capital  improvements  made during the
three years have enabled the  Partnership  to increase  its rental  revenues and
reduce  certain  of  its  repairs  and  maintenance  expenses.   For  1998,  the
Partnership has budgeted an additional  $625,000 of capital  improvements to its
real estate investments.  Budgeted capital  improvements for 1998 will be funded
from property operations.


<PAGE>
At  December  31,  1997,  the  Partnership  held  cash and cash  equivalents  of
$1,292,615.  The General  Partner  considers  this level of cash  reserves to be
adequate to meet the Partnership's  operating needs. The General Partner resumed
MID payments during 1996, and  anticipates  additional MID payments will be made
in 1998 if the Partnership's  properties  continue to perform as projected.  The
General Partner  believes that  anticipated  operating  results for 1998 will be
sufficient to fund the Partnership's  budgeted capital improvements for 1998 and
to repay the current portion of the Partnership's mortgage notes.

The Partnership's remaining commercial property, Redwood Plaza, is on the market
for sale.  Although the General  Partner  expects to  successfully  sell Redwood
Plaza,  there is no guarantee  that the  Partnership  will be able to conclude a
sale of Redwood Plaza for an amount  sufficient  to retire the related  mortgage
note and provide cash proceeds to the Partnership.  The Partnership  anticipates
that any proceeds from the sale of Redwood Plaza, after repayment of the related
mortgage note, will be distributed to the limited partners.

Long Term Liquidity:

For the long-term,  property operations will remain the primary source of funds.
In this regard,  the General Partner expects that the capital  improvements made
by the  Partnership  over the past few years will yield  improved cash flow from
property   operations  in  the  future.  If  the  Partnership's   cash  position
deteriorates,  the  General  Partner  may elect to defer  certain of the capital
improvements,   except   where   improvements   are  expected  to  increase  the
competitiveness or marketability of the Partnership's properties.

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

On October 1, 1996, the Partnership placed Redwood Plaza on the market for sale.

Income Allocations and Distributions:

Terms of the Amended Partnership Agreement specify that net losses for financial
reporting  purposes  are  allocated  99% to the limited  partners  and 1% to the
General Partner. Net income for financial reporting purposes is allocated to the
General Partner in an amount equal to the greater of (a) 1% of net income or (b)
the  cumulative  amount of the  contingent  portion of the MID paid for which no
income  allocation  has  previously  been  made;  any  remaining  net  income is
allocated to the limited partners. Therefore, for the years in the periods ended
December 31, 1997,  1996 and 1995,  net income of  $3,067,248  and net losses of
$1,193 and $3,312,  respectively,  were  allocated to the General  Partner.  The
limited  partners  received  allocated  net income of $261,526 and net losses of
$118,109  and $327,864  for the years ended  December  31, 1997,  1996 and 1995,
respectively.


<PAGE>

Distributions  to  Unit  holders  had  been  suspended  since  1986  as  part of
management's policy of maintaining adequate cash reserves. In 1997, however, the
Partnership distributed $6,146,222 to the limited partners. During the last week
of March 1998, the  Partnership  distributed  an additional  $500,000 to limited
partners of record as of March 1, 1998.  The General  Partner  will  continue to
monitor  the cash  reserves  and working  capital  needs of the  Partnership  to
determine  when cash flows will  support  additional  distributions  to the Unit
holders.  The  Partnership  paid  $1,774,877  and $500,000 of MID to the General
Partner  during 1997 and 1996,  respectively.  No MID was paid during 1995.  The
Partnership  anticipates  making  additional  MID  payments  during  1998 if the
Partnership's properties continue to perform as projected.


<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------  -------------------------------------------

<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                       Number
                                                                                                       ------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Financial Statements:

<S>                                                                                                      <C>
   Report of Independent Public Accountants.......................................                       16

   Balance Sheets at December 31, 1997 and 1996...................................                       17

   Statements of Operations for each of the three years in the period
      ended December 31, 1997.....................................................                       18

   Statements of Partners' Equity (Deficit) for each of the three years
      in the period ended December 31, 1997.......................................                       19

   Statements of Cash Flows for each of the three years in the period
      ended December 31, 1997.....................................................                       20

   Notes to Financial Statements..................................................                       22

   Financial Statement Schedule:

      Schedule III - Real Estate Investments and Accumulated
         Depreciation and Amortization............................................                       32
</TABLE>



All other  schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.


<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of
McNeil Real Estate Fund XIV, Ltd.:

We have audited the accompanying  balance sheets of McNeil Real Estate Fund XIV,
Ltd. (a California  limited  partnership)  as of December 31, 1997 and 1996, and
the related statements of operations,  partners' equity (deficit) and cash flows
for each of the  three  years in the  period  ended  December  31,  1997.  These
financial  statements and the schedule referred to below are the  responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements and the schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of McNeil Real Estate Fund XIV,
Ltd. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  The schedule has been subjected to the auditing  procedures applied
in our audits of the basic  financial  statements  and, in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.


/s/ Arthur Andersen LLP

Dallas, Texas
   March 20, 1998


<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                      ------------------------------------
                                                                           1997                  1996
                                                                      ----------------      --------------
ASSETS
------
<S>                                                                    <C>                  <C>
Real estate investments:
   Land.....................................................           $     4,663,828      $    4,663,828
   Building and improvements................................                36,220,158          35,944,879
                                                                        --------------       -------------
                                                                            40,883,986          40,608,707
   Less:  Accumulated depreciation..........................               (20,632,796)        (18,951,741)
                                                                        --------------       -------------
                                                                            20,251,190          21,656,966

Assets held for sale........................................                 1,932,910           7,942,855

Cash and cash equivalents...................................                 1,292,615           1,903,902
Cash segregated for security deposits.......................                   431,148             399,366
Accounts receivable.........................................                   663,087             385,721
Prepaid expenses and other assets...........................                   141,281             173,908
Escrow deposits.............................................                   664,294             681,430
Deferred borrowing costs, net of accumulated
   amortization of $441,912 and $346,255 at
   December 31, 1997 and 1996, respectively.................                   949,080           1,044,737
                                                                        --------------       -------------

                                                                       $    26,325,605      $   34,188,885
                                                                        ==============       =============


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------

Mortgage notes payable, net.................................           $    23,891,012      $   27,423,689
Accounts payable............................................                    69,128             103,747
Accrued interest............................................                   164,766             197,124
Accrued property taxes......................................                   101,200             100,981
Other accrued expenses......................................                    73,912              82,329
Payable to affiliates - General Partner.....................                   211,757           1,388,371
Deferred gain on involuntary conversions....................                   346,114                   -
Security deposits and deferred rental revenue...............                   368,672             411,318
                                                                        --------------       -------------
                                                                            25,226,561          29,707,559
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited  partners - 100,000  limited  partnership units
     authorized;  86,534 limited partnership units issued
     and outstanding at December 31, 1997 and 1996..........                 1,763,445           7,648,141
   General Partner..........................................                  (664,401)         (3,166,815)
                                                                        --------------       -------------
                                                                             1,099,044           4,481,326
                                                                        --------------       -------------

                                                                       $    26,325,605      $   34,188,885
                                                                        ==============       =============
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                        1997               1996               1995
                                                   --------------     --------------    ---------------
<S>                                                <C>                <C>               <C>
Revenue:
   Rental revenue..........................        $    8,996,989     $    9,429,880    $     9,188,439
   Interest................................               210,981            106,754            122,184
   Gain on legal settlement................                     -                  -             39,841
   Gain on sales of real estate............             3,081,755                  -                  -
                                                    -------------      -------------     --------------
     Total revenue.........................            12,289,725          9,536,634          9,350,464
                                                    -------------      -------------     --------------

Expenses:
   Interest................................             2,400,690          2,682,467          2,694,731
   Depreciation and amortization...........             1,882,343          2,185,099          2,171,607
   Property taxes..........................               670,709            713,729            719,183
   Personnel expenses......................               946,896            925,738            984,852
   Repairs and maintenance.................             1,148,956          1,145,081          1,038,206
   Utilities...............................               514,372            495,851            469,550
   Property management fees -
     affiliates............................               451,074            465,738            456,139
   Other property operating expenses.......               606,017            516,913            579,641
   General and administrative..............                92,005            232,097            195,036
   General and administrative -
     affiliates............................               247,889            293,223            372,695
                                                    -------------      -------------     --------------
     Total expenses........................             8,960,951          9,655,936          9,681,640
                                                    -------------      -------------     --------------

Net income (loss)..........................        $    3,328,774     $     (119,302)   $      (331,176)
                                                    =============      =============     ==============

Net income (loss) allocated to
   limited partners........................        $      261,526     $     (118,109)   $      (327,864)
Net income (loss) allocated to
   General Partner.........................             3,067,248             (1,193)            (3,312)
                                                    -------------      -------------     --------------

Net income (loss)..........................        $    3,328,774     $     (119,302)   $      (331,176)
                                                    =============      =============     ==============

Net income (loss) per limited
  partnership unit.........................        $         3.02     $        (1.36)   $         (3.79)
                                                    =============      =============     ==============

Distributions per limited partnership
   unit....................................        $        71.02     $            -    $             -
                                                    =============      =============     ==============
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For the Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                                     Total
                                                    General                 Limited                 Partners'
                                                    Partner                 Partners                 Equity
                                                 ----------------        ----------------      ----------------
<S>                                              <C>                     <C>                   <C>
Balance at December 31, 1994..............       $    (1,941,941)        $     8,094,114       $     6,152,173

Net loss..................................                (3,312)               (327,864)             (331,176)

Management Incentive Distribution.........              (601,583)                      -              (601,583)
                                                  --------------          --------------        --------------

Balance at December 31, 1995..............            (2,546,836)              7,766,250             5,219,414

Net loss..................................                (1,193)               (118,109)             (119,302)

Management Incentive Distribution.........              (618,786)                      -              (618,786)
                                                  --------------          --------------        --------------

Balance at December 31, 1996..............            (3,166,815)              7,648,141             4,481,326

Net income................................             3,067,248                 261,526             3,328,774

Management Incentive Distribution.........              (564,834)                      -              (564,834)

Distributions to limited partners.........                     -              (6,146,222)           (6,146,222)
                                                  --------------          ---------------       --------------

Balance at December 31, 1997..............       $      (664,401)        $     1,763,445       $     1,099,044
                                                  ==============          ==============        ==============
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>

                        McNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                            For the Years Ended December 31,
                                                   -----------------------------------------------------
                                                        1997               1996               1995
                                                   ---------------    ---------------   ----------------
<S>                                                <C>                <C>               <C>
Cash flows from operating activities:
   Cash received from tenants..............        $    8,962,254     $    9,395,118    $     9,215,001
   Cash paid to suppliers..................            (3,253,015)        (3,182,745)        (3,400,938)
   Cash paid to affiliates.................              (665,534)          (744,666)        (1,166,657)
   Interest received.......................               210,981            106,754            122,184
   Interest paid...........................            (2,246,442)        (2,450,431)        (2,477,133)
   Property taxes paid.....................              (635,937)          (715,239)          (704,400)
   Cash received from legal
     settlement............................                     -                  -             39,841
                                                    -------------      -------------     --------------
Net cash provided by operating
   activities..............................             2,372,307          2,408,791          1,627,898
                                                    -------------      -------------     --------------

Cash flows from investing activities:
   Additions to real estate
     investments...........................              (668,126)          (834,036)        (1,743,497)
   Proceeds from sales of real estate......             9,868,596                  -                  -
   Insurance proceeds from gain on
     involuntary conversion................                     -                  -             17,088
                                                    -------------      -------------     --------------
Net cash provided by (used in)
   investing activities....................             9,200,470           (834,036)        (1,726,409)
                                                    -------------      -------------     --------------

Cash flows from financing activities:
   Principal payments on mortgage
     notes payable.........................              (540,595)          (588,801)          (536,941)
   Retirement of mortgage notes
     payable...............................            (3,722,370)                 -                  -
   Deferred borrowing costs paid...........                     -                  -           (107,525)
   Net proceeds from refinancing of
     mortgage notes payable................                     -                  -          1,115,767
   Management incentive distribution
     paid..................................            (1,774,877)          (500,000)                 -
   Distributions to limited partners.......            (6,146,222)                 -                  -
                                                    -------------      -------------     --------------
Net cash provided by (used in)
   financing activities....................           (12,184,064)        (1,088,801)           471,301
                                                    -------------      -------------     --------------

Net increase (decrease) in cash
     and cash equivalents..................              (611,287)           485,954            372,790

Cash and cash equivalents at
     beginning of year.....................             1,903,902          1,417,948          1,045,158
                                                    -------------      -------------     --------------

Cash and cash equivalents at end
     of year...............................        $    1,292,615     $    1,903,902    $     1,417,948
                                                    =============      =============     ==============
</TABLE>

See discussion of noncash  investing and financing  activities in Note 6 - "Sale
of Real Estate" and Note 8 - "Gain on Involuntary Conversion."

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF CASH FLOWS

           Reconciliation of Net Income (Loss) to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                              For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                         1997               1996               1995
                                                   --------------   -----------------    --------------
<S>                                                <C>              <C>                  <C>
Net income (loss)..........................        $    3,328,774   $       (119,302)    $    (331,176)
                                                    -------------    ---------------      ------------

Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation and amortization...........             1,882,343          2,185,099          2,171,607
   Amortization of deferred
     borrowing costs.......................                95,657             95,658             88,026
   Amortization of discounts on
     mortgage notes payable................                90,949            140,521            131,587
   Gain on sales of real estate............            (3,081,755)                 -                  -
   Changes in assets and liabilities:
     Cash segregated for security
       deposits............................               (31,782)           (29,269)             2,060
     Accounts receivable...................               137,088            (34,898)            43,462
     Prepaid expenses and other
       assets..............................                18,289             26,666             29,947
     Escrow deposits.......................                17,136            163,192           (188,855)
     Accounts payable......................               (34,619)           (62,687)            11,363
     Accrued property taxes................                   219                104             15,997
     Accrued interest......................               (32,358)            (4,143)            (2,015)
     Other accrued expenses................                (8,417)             2,604             (1,880)
     Payable to affiliates - General
       Partner.............................                33,429             14,295           (337,823)
     Security deposits and deferred
       rental revenue......................               (42,646)            30,951             (4,402)
                                                    --------------     -------------     --------------
         Total adjustments.................               956,467          2,528,093          1,959,074
                                                    -------------      -------------     --------------

Net cash provided by operating
   activities..............................        $    2,372,307     $    2,408,791    $     1,627,898
                                                    =============      =============     ==============
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------------------

Organization
------------

McNeil Real Estate Fund XIV, Ltd. (the  "Partnership")  was organized  April 30,
1982 as a limited  partnership  under the provisions of the  California  Uniform
Limited  Partnership  Act.  The  general  partner of the  Partnership  is McNeil
Partners,  L.P. (the "General  Partner"),  a Delaware  limited  partnership,  an
affiliate of Robert A.  McNeil.  The  Partnership  is governed by an amended and
restated  agreement of limited  partnership dated September 20, 1991, as amended
(the "Amended Partnership  Agreement").  The principal place of business for the
Partnership  and General  Partner is 13760 Noel Road,  Suite 600, LB70,  Dallas,
Texas, 75240.

The Partnership is engaged in diversified real estate activities,  including the
ownership,  operation and management of residential  and commercial  real estate
and other real estate  related  assets.  At December 31, 1997,  the  Partnership
owned five  income-producing  properties  as  described  in Note 4 - Real Estate
Investments.

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

On October 1, 1996, the Partnership placed Redwood Plaza on the market for sale.

Basis of Presentation
---------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles ("GAAP").  The preparation of financial
statements in conformity  with GAAP  requires  management to make  estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.




<PAGE>
The  Partnership's  financial  statements  include the accounts of the following
listed tier  partnerships.  These single asset tier  partnerships were formed to
accommodate the refinancings of the related  properties.  The ownership interest
of the  Partnership  and the  General  Partner in each tier is  detailed  on the
following  page.  The  Partnership   retains  effective  control  of  each  tier
partnership.  The General Partner's  minority interest is not presented as it is
either negative or immaterial.

                                                      % of Ownership Interest
     Tier Partnership                               Partnership  General Partner
     ----------------                               -----------  ---------------

     Limited partnerships:
       Tanglewood Fund XIV Associates, L.P......         99%           1%
       Thunder Hollow Fund XIV Limited
         Partnership (a)........................        100            -
       Windrock Fund XIV, L.P. (a)..............        100            -

     General partnerships:
       Embarcadero Associates...................         99            1

(a) The general partner of these  partnerships  is a corporation  whose stock is
    100% owned by the Partnership.

Real Estate Investments
-----------------------

Real estate investments are generally stated at the lower of depreciated cost or
fair value. Real estate investments are reviewed for impairment  whenever events
or changes in  circumstances  indicate  that their  carrying  amounts may not be
recoverable.  When the  carrying  value  of a  property  exceeds  the sum of all
estimated  future cash flows, an impairment loss is recognized.  At such time, a
write-down is recorded to reduce the basis of the property to its estimated fair
value.

The  Partnership's  method  of  accounting  for real  estate  investments  is in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS 121"),  which the Partnership  adopted effective January 1, 1996. The
adoption  of  SFAS  121 did  not  have a  material  impact  on the  accompanying
financial statements.

Improvements and betterments are capitalized and expensed  through  depreciation
charges. Repairs and maintenance are charged to operations as incurred.

Assets Held for Sale
--------------------

Assets held for sale are stated at the lower of  depreciated  cost or fair value
less costs to sell.  Depreciation  on these  assets  ceases at the time they are
placed on the market for sale.








<PAGE>
Depreciation
------------

Buildings and improvements are depreciated using the  straight-line  method over
the  estimated  useful lives of the assets,  ranging from 5 to 25 years.  Tenant
improvements are amortized over the terms of the related tenant leases using the
straight-line method.

Cash and Cash Equivalents
-------------------------

Cash  and  cash  equivalents  include  cash on hand  and  cash on  deposit  with
financial  institutions  with  original  maturities  of  three  months  or less.
Carrying amounts for cash and cash equivalents approximate fair value.

Escrow Deposits
---------------

The  Partnership is required to maintain  escrow accounts in accordance with the
terms of various  mortgage  agreements.  These escrow accounts are controlled by
the  mortgagee  and are used for payment of property  taxes,  hazard  insurance,
capital improvements and/or property  replacements.  Carrying amounts for escrow
deposits approximate fair value.

Deferred Borrowing Costs
------------------------

Loan fees and other related costs incurred to obtain long-term financing on real
property are  capitalized  and amortized  using a method that  approximates  the
effective  interest  method  over  the  terms  of the  related  mortgage  notes.
Amortization of deferred  borrowing costs is included in interest expense on the
Statements of Operations.

Discounts on Mortgage Notes Payable
-----------------------------------

Discounts on mortgage  notes payable are amortized  over the remaining  terms of
the related mortgage notes using the effective interest method.  Amortization of
discounts on mortgage notes is included in interest expense on the Statements of
Operations.

Rental Revenue
--------------

The Partnership  leases its residential  properties under  short-term  operating
leases. Lease terms generally are less than one year in duration.  Rental income
is recognized as earned.

The Partnership leases its commercial properties under non-cancelable  operating
leases.  Certain leases provide concessions and/or periods of escalating or free
rent. Rental income is recognized on a straight-line  basis over the term of the
related  lease.  The excess of rental  income  recognized  over the  contractual
rental  payments  is  recorded  as accrued  rent  receivable  and is included in
accounts receivable on the Balance Sheets.





<PAGE>
Income Taxes
------------

No provision for Federal  income taxes is necessary in the financial  statements
of the  Partnership  because,  as a  partnership,  it is not  subject to Federal
income tax and the tax effect of its activities accrues to the partners.

Allocation of Net Income and Net Loss
-------------------------------------

Net  losses of the  Partnership  for both  financial  statement  and  income tax
reporting  purposes  are  allocated  99% to the limited  partners  and 1% to the
General Partner.

Net  income of the  Partnership  for both  financial  statement  and  income tax
reporting purposes is allocated to the General Partner in an amount equal to the
greater  of (a) 1% of net  income  or (b) the  cumulative  amount  paid  for the
Management  Incentive  Distribution  ("MID") for which no income  allocation has
previously  been  made  (see  Note  2 -  "Transactions  with  Affiliates").  Any
remaining net income is allocated to the limited partners.

Federal  income tax law provides  that the  allocation of loss to a partner will
not be  recognized  unless the  allocation  is in  accordance  with a  partner's
interest in the partnership or the allocation has substantial  economic  effect.
Internal  Revenue  Code Section  704(b) and  accompanying  Treasury  Regulations
establish  criteria for allocation of  partnership  deductions  attributable  to
debt. The  Partnership's  tax allocations for 1997, 1996 and 1995 have been made
in accordance with these provisions.

Distributions
-------------

Pursuant to the  Amended  Partnership  Agreement  and at the  discretion  of the
General  Partner,  distributions  during  each  taxable  year  shall  be made as
follows:

(a)      First,  to the  General  Partner,  in   an  amount  equal  to  the  MID
         (see  Note  2 -  "Transactions  with Affiliates"); and

(b)      any remaining distributable cash, as defined, shall be distributed 100%
         to the limited partners.

The  Partnership  paid  distributions  of $6,146,222 to the limited  partners in
1997. No  distributions  were paid to the limited  partners in 1996 or 1995. The
Partnership paid or accrued distributions of $564,834, $618,786 and $601,583 for
the  benefit  of the  General  Partner  for  the MID in  1997,  1996  and  1995,
respectively.   These   distributions  are  the  MID  pursuant  to  the  Amended
Partnership  Agreement.  The General Partner has waived the collection  terms of
reimbursable  expenses  and MID,  and has  elected  for the  Partnership  to pay
limited  partner   distributions   before  the  payment  of  such  amounts.  The
Partnership plans to distribute  approximately  $500,000 to the limited partners
in March 1998.







<PAGE>
Net Loss Per Limited Partnership Unit
-------------------------------------

Net loss per limited partnership unit ("Units") is computed by dividing net loss
allocated  to the  limited  partners  by the  weighted  average  number of Units
outstanding.  Per Unit  information  has been  computed  based on  86,534  Units
outstanding in 1997, 1996 and 1995.

NOTE 2 - TRANSACTIONS WITH AFFILIATES
-------------------------------------

The Partnership pays property  management fees equal to 5% of the  Partnership's
gross rental  receipts to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential  properties.  McREMI may choose to perform leasing  services for
the  Partnership's  commercial  properties,  in which case McREMI will receive a
property  management  fee  equal  to 3% of  the  gross  rental  receipts  of the
Partnership's  commercial  properties  plus a commission for performing  leasing
services equal to the prevailing market rate for such services in the area where
the property is located.

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

Under terms of the Amended Partnership Agreement,  the Partnership is paying MID
to the General  Partner.  The maximum MID is  calculated  as 1% of the  tangible
asset value of the Partnership.  The maximum MID percentage decreases subsequent
to 1999.  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 and $50 per gross square foot for commercial  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
assets.

The MID will be paid to the  extent of the  lesser of the  Partnership's  excess
cash flow, as defined,  or net operating  income,  as defined (the  "Entitlement
Amount"),  and may be paid (i) in cash, unless there is insufficient cash to pay
the  distribution  in which event any unpaid  portion not taken in Units will be
deferred and is payable,  without interest, from the first available cash and/or
(ii) in Units.  A maximum of 50% of the MID may be paid in Units.  The number of
Units  issued in payment  of the MID is based on the  greater of $50 per Unit or
the net tangible asset value, as defined,  per Unit. During 1997, 1996 and 1995,
no Units were issued as payment for the MID.

During  1991,  the  Partnership  amended  its  capitalization  policy  and began
capitalizing certain costs of improvements and betterments which, under policies
of prior  management,  had been  expensed  when  incurred.  The  purpose  of the
amendment was to more properly recognize items which were capital in nature. The
effect of the amendment  standing alone was evaluated at the time the change was
made and  determined  not to be  material  to the  financial  statements  of the
Partnership  in 1991,  nor was it expected  to be  material in any future  year.
However,  the amendment  does have a material  effect on the  calculation of the





<PAGE>
Entitlement   Amount  which  determines  the  amount  of  MID  earned.   Capital
improvements  are  excluded  from cash flow,  as defined.  The  majority of base
period cash flow was measured under the previous  capitalization  policy,  while
incentive  period cash flow is determined  using the amended  policy.  Under the
amended  policy,  more  items  are  capitalized,  and cash flow  increases.  The
amendment of the  capitalization  policy did not  materially  affect the MID for
1997,  1996 or 1995 as the  Entitlement  Amount  was  sufficient  to pay the MID
notwithstanding the amendment of the capitalization policy.

Any amount of MID that is paid to the  General  Partner in Units will be treated
as if cash is distributed to the General Partner and is then  contributed to the
Partnership by the General Partner. The MID represents a return of equity to the
General Partner for increasing cash flow, as defined, and accordingly is treated
as a distribution.

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

                                               For the Years Ended December 31,
                                             -----------------------------------
                                                1997         1996        1995
                                             ---------    ---------    ---------

Property management fees -
   affiliates...........................     $ 451,074    $ 465,738    $ 456,139
Charged to general and
   administrative - affiliates:
   Partnership administration...........       247,889      293,223      372,695
                                              --------     --------     --------

                                             $ 698,963    $ 758,961    $ 828,834
                                              ========     ========     ========

Charged to General Partner's deficit:
   Management Incentive Distribution         $ 564,834    $ 618,786    $ 601,583
                                              ========     ========     ========

Payable to  affiliates - General  Partner at December 31, 1997 and 1996 consists
of reimbursable costs, property management fees and MID that are due and payable
from current operations.  The General Partner has waived the collection terms of
reimbursable  expenses  and MID,  and has  elected  for the  Partnership  to pay
limited partner distributions before the payment of such amounts.

NOTE 3 - TAXABLE LOSS
---------------------

McNeil Real Estate Fund XIV, Ltd. is a partnership and is not subject to Federal
and state income taxes.  Accordingly,  no  recognition  has been given to income
taxes in the  accompanying  financial  statements of the  Partnership  since the
income or loss of the  Partnership  is to be  included in the tax returns of the
individual  partners.  The  tax  returns  of  the  Partnership  are  subject  to
examination by Federal and state taxing authorities. If such examinations result
in  adjustments  to  distributive  shares of  taxable  income  or loss,  the tax
liability of the partners could be adjusted accordingly.

The  Partnership's  net assets and liabilities for tax purposes exceeded the net
assets  and  liabilities  for  financial   reporting   purposes  by  $2,059,398,
$1,802,969 and $1,331,413 in 1997, 1996 and 1995, respectively.

<PAGE>
NOTE 4 - REAL ESTATE INVESTMENTS
--------------------------------

The  basis  and  accumulated  depreciation  of  the  Partnership's  real  estate
investments at December 31, 1997 and 1996 are set forth in the following tables:

<TABLE>
<CAPTION>
                                                   Buildings and       Accumulated           Net Book
       1997                         Land           Improvements        Depreciation            Value
       ----                    --------------      ------------        ------------       ---------------
<S>                            <C>                 <C>                 <C>                <C>
Embarcadero Club
   College Park, GA            $    1,216,712      $   12,552,561      $   (7,378,627)    $     6,390,646
Tanglewood Village
   Carson City, NV                    705,859           5,131,625          (2,682,535)          3,154,949
Thunder Hollow
   Bensalem Township, PA            1,837,539          12,744,793          (7,314,921)          7,267,411
Windrock
   El Paso, TX                        903,718           5,791,179          (3,256,713)          3,438,184
                                -------------       -------------       -------------       -------------

                               $    4,663,828      $   36,220,158      $  (20,632,796)     $   20,251,190
                                =============       =============       =============       =============


                                                   Buildings and       Accumulated           Net Book
       1996 (a)                     Land           Improvements        Depreciation            Value
       --------                --------------      ------------        ------------       ---------------

Embarcadero Club               $    1,216,712      $   12,312,055      $   (6,803,966)     $    6,724,801
Tanglewood Village                    705,859           5,031,895          (2,395,364)          3,342,390
Thunder Hollow                      1,837,539          12,883,353          (6,815,730)          7,905,162
Windrock                              903,718           5,717,576          (2,936,681)          3,684,613
                                -------------       -------------       -------------       -------------

                               $    4,663,828      $   35,944,879      $  (18,951,741)     $   21,656,966
                                =============       =============       =============       =============
</TABLE>

(a)    On October 1, 1996,  the General  Partner  placed  Country  Hills  Plaza,
       Midvale  Plaza  and  Redwood  Plaza on the  market  for  sale.  All three
       properties  were classified as assets held for sale at December 31, 1996.
       The net book values of Country  Hills  Plaza,  Midvale  Plaza and Redwood
       Plaza at December 31, 1996 were  $3,787,273,  $2,229,912 and  $1,925,670,
       respectively.  The Partnership sold Country Hills Plaza on April 8, 1997.
       Midvale Plaza was sold September 24, 1997. Redwood Plaza, located in Salt
       Lake City, Utah, remains classified as an asset held for sale at December
       31,  1997.  The net book value of Redwood  Plaza at December 31, 1997 was
       $1,932,910.

Included in the Partnership's Statements of Operations are results of operations
for the assets  held for sale.  Results of  operations  for assets held for sale
amounted  to  $440,868,   $459,447  and  $297,444  for  1997,   1996  and  1995,
respectively.  Results of  operations  are  operating  revenues  less  operating
expenses including and interest expense and depreciation and amortization.



<PAGE>
The  Partnership  leases its commercial  property  under various  non-cancelable
operating leases. Future minimum rents to be received for the property, which is
classified as an asset held for sale as of December 31, 1997, are as follows:

       1998...............................             $  469,292
       1999...............................                437,463
       2000...............................                400,124
       2001...............................                313,242
       2002...............................                266,883
       Thereafter.........................                173,321
                                                        ---------
                                                       $2,060,325
                                                        =========

Future  minimum rents do not include  contingent  rents based on sales volume of
tenants.  Contingent  rents amounted to $2,591,  $2,462 and $3,489 for the years
ended December 31, 1997, 1996 and 1995, respectively.  Future minimum rents also
do not include  expense  reimbursements  for common area  maintenance,  property
taxes, and other expenses.  These expense  reimbursements  amounted to $206,243,
$349,600  and $370,814  for the years ended  December  31, 1997,  1996 and 1995,
respectively.  These  contingent  rents and  expense  reimbursements,  which are
comprised of amounts  generated by assets held for sale,  are included in rental
revenue on the Statements of Operations.

The Partnership's real estate investments and asset held for sale are encumbered
by mortgage notes as discussed in Note 5 - "Mortgage Notes Payable."

NOTE 5 - MORTGAGE NOTES PAYABLE
-------------------------------

The following table sets forth the mortgage notes of the Partnership at December
31, 1997 and 1996.  All  mortgage  notes are secured by the related  real estate
investments or assets held for sale:

<TABLE>
<CAPTION>
                           Mortgage         Annual           Monthly
                             Lien          Interest         Payments/                  December 31,
Property                 Position (a)       Rates %     Maturity Date (d)          1997                1996
--------                 -------------      -------     -----------------     ---------------     --------------
<S>                      <C>                  <C>      <C>           <C>        <C>               <C>
Country Hills Plaza      First                9.000    $   24,742    07/04      $           -     $    2,255,102
                         Discount (b)                                                       -           (411,154)
                                                                                 ------------      -------------
                                                                                            -          1,843,948
                                                                                 ------------      -------------

Embarcadero Club         First                7.875        57,280    12/23          7,594,425          7,680,034
                                                                                 ------------      -------------

Midvale Plaza            First                9.500        20,589    09/06                  -          1,566,962
                         Discount (b)                                                       -           (268,881)
                                                                                 ------------      -------------
                                                                                            -          1,298,081
                                                                                 ------------      -------------
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                           Mortgage         Annual           Monthly
                             Lien          Interest         Payments/                  December 31,
Property                 Position (a)       Rates %     Maturity Date (d)          1997                1996
--------                 -------------      -------     -----------------     ---------------     --------------
<S>                      <C>                  <C>      <C>           <C>        <C>               <C>
Redwood Plaza            First                9.875       $14,660    06/06      $   1,009,255     $    1,081,583
                         Discount (b)                                                (145,251)          (168,601)
                                                                                 ------------      -------------
                                                                                      864,004            912,982
                                                                                 ------------      -------------

Tanglewood Village       First                6.750        20,176    11/18          2,704,333          2,761,777
                                                                                 ------------      -------------

Thunder Hollow (c)       First                8.150        82,131    07/03 (d)      9,526,308          9,726,634
                         Discount (b)                                                (185,799)          (212,702)
                                                                                 ------------      -------------
                                                                                    9,340,509          9,513,932
                                                                                 ------------      -------------

Windrock                 First                9.440        28,859    04/02 (d)      3,387,741          3,412,935
                                                                                 ------------      -------------

                                                                                $  23,891,012     $   27,423,689
                                                                                 ============      =============
</TABLE>

(a)    The debt is non-recourse to the Partnership.

(b)    The discount on the Thunder Hollow mortgage note is based on an effective
       interest  rate of 8.62%.  All  other  discounts  are  based on  effective
       interest rates ranging from 12% to 14.4%.

(c)    Financing  was  obtained  under  the  terms  of a  Real  Estate  Mortgage
       Investment  Conduit  financing.  The mortgage  note may not be prepaid in
       whole or part before July 1998. Any prepayments  made during the sixth or
       seventh  loan  years  are  subject  to a Yield  Maintenance  premium,  as
       defined.

(d)    Balloon payments on the mortgage notes are due as follows:

              Property                 Balloon Payment        Date
              --------                 ---------------        ----

              Windrock                 $  3,249,832           04/02
              Thunder Hollow              8,080,794           07/03


<PAGE>
Scheduled principal  maturities of the mortgage notes under existing agreements,
before consideration of discounts of $331,050, are as follows:

      1998 ......................       $     478,695
      1999 ......................             519,886
      2000 ......................             564,669
      2001.......................             613,361
      2002.......................           3,885,549
      Thereafter ................          18,159,902
                                          ------------
                                         $ 24,222,062
                                          ===========

Based on borrowing  rates  currently  available to the  Partnership for mortgage
loans  with  similar  terms  and  average  maturities,  the  fair  value  of the
Partnership's   mortgage  notes  payable  was   approximately   $24,889,000  and
$27,340,000 at December 31, 1997 and 1996, respectively.

NOTE 6 - SALES OF REAL ESTATE
-----------------------------

On April 8, 1997, the  Partnership  sold Country Hills Plaza to an  unaffiliated
purchaser for a cash sales price of $6,610,000.  Cash proceeds from the sale, as
well as the gain on sale are detailed below.

<TABLE>
<CAPTION>
                                                                    Gain on Sale             Cash Proceeds
                                                                  ----------------          ---------------

     <S>                                                           <C>                      <C>
     Cash sales price.......................................       $     6,610,000          $    6,610,000

     Selling costs..........................................              (185,304)               (185,304)
     Mortgage discount written off..........................              (397,561)
     Straight-line rent receivables written off.............               (26,828)
     Basis of real estate sold..............................            (3,791,948)
                                                                    --------------

     Gain on sale of real estate............................       $     2,208,359
                                                                    ==============           -------------

     Proceeds from sale of real estate......................                                     6,424,696
     Retirement of mortgage note payable....................                                    (2,231,440)
                                                                                             -------------

     Net cash proceeds......................................                                $    4,193,256
                                                                                             =============
</TABLE>


<PAGE>
On September 24, 1997,  the  Partnership  sold Midvale Plaza to an  unaffiliated
purchaser for a cash sales price of $3,500,000.  Cash proceeds from the sale, as
well as the gain on sale are detailed below.

<TABLE>
<CAPTION>
                                                                     Gain on Sale             Cash Proceeds
                                                                   ----------------          --------------

<S>                                                                <C>                       <C>
     Cash sales price.......................................       $     3,500,000           $   3,500,000

     Selling costs..........................................               (56,100)                (56,100)
     Mortgage discount written off..........................              (241,778)
     Straight-line rent receivables written off.............               (85,197)
     Prepaid leasing commission written off.................               (14,338)
     Basis of real estate sold..............................            (2,229,191)
                                                                    --------------

     Gain on sale of real estate............................       $       873,396
                                                                    ==============           -------------

     Proceeds from sale of real estate......................                                     3,443,900
     Retirement of mortgage note payable....................                                    (1,490,930)
                                                                                             -------------

     Net cash proceeds......................................                                $    1,952,970
                                                                                             =============

</TABLE>

NOTE 7 - REFINANCING OF MORTGAGE NOTE PAYABLE
---------------------------------------------

On March 13, 1995, the  Partnership  refinanced the Windrock  mortgage note. The
new mortgage  note,  in the amount of  $3,450,000,  bears  interest at 9.44% per
annum,  and requires  monthly  principal and interest  payments of $28,859.  The
maturity date of the new mortgage note is April 1, 2002.  Cash proceeds from the
refinancing transaction shown below:

       New loan proceeds ..........................    $  3,450,000
       Existing first lien retired ................      (1,894,233)
       Existing second lien retired ...............        (440,000)
                                                        -----------

       Cash proceeds from refinancing .............    $  1,115,767
                                                        ===========

The  Partnership  incurred  $107,525 of deferred  borrowing costs related to the
refinancing of the Windrock  mortgage note. The Partnership was also required to
use $184,172 of the refinancing proceeds to fund various escrow accounts for the
payment of property taxes, hazard insurance and capital improvements.


<PAGE>
NOTE 8 - GAIN ON INVOLUNTARY CONVERSION
---------------------------------------

On July 18,  1997, a fire caused  $49,498 of damage to two units of  Embarcadero
Club  Apartments.  Subsequent to year end, the Partnership  received  $39,498 of
insurance   reimbursements   to  cover  the  repair  and  restoration  costs  to
Embarcadero Club Apartments. The excess of the insurance reimbursements received
over the basis of the property  damaged was recorded as a $17,998  deferred gain
on involuntary  conversion on the Partnership's December 31, 1997 Balance Sheet.
The gain on  involuntary  conversion  will be recognized in 1998,  the period in
which the Partnership received the insurance proceeds.

On November 14, 1997, a fire caused $496,981 of damage to eight units of Thunder
Hollow Apartments.  The Partnership expects to receive approximately $487,000 of
insurance  reimbursements  to cover the repair and restoration  costs to Thunder
Hollow  Apartments.  The excess of the expected  insurance  reimbursements to be
received  over the basis of the  property  damaged  was  recorded  as a $328,116
deferred gain on involuntary  conversion on the Partnership's  December 31, 1997
Balance Sheet.  The gain on involuntary  conversion  will be recognized when the
insurance reimbursements are received.

NOTE 9 - LEGAL PROCEEDINGS
--------------------------

The Partnership is not party to, nor are any of the Partnership's properties the
subject of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except as noted below.

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

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



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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants  must  move,  answer or  otherwise  respond to the second
consolidated and amended complaint by June 30, 1998.




<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.
                                  SCHEDULE III
      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1997

<TABLE>
<CAPTION>
                                                                                                        Costs
                                                       Initial Cost (b)           Cumulative         Capitalized
                            Related (b)                       Buildings and     Write-down for       Subsequent
Description               Encumbrances           Land         Improvements      Impairment (d)     To Acquisition
-----------               ----------------  ---------------   ---------------   ---------------  ----------------
APARTMENTS:
<S>                       <C>               <C>               <C>                <C>              <C>
Embarcadero Club
   College Park, GA       $     7,594,425   $     1,216,712   $    10,081,573    $           -    $    2,470,988

Tanglewood Village
   Carson City, NV              2,704,333           705,859         4,004,394                -         1,127,231

Thunder Hollow
   Bensalem
     Township, PA               9,340,509         1,837,539        10,412,721                -         2,332,072

Windrock
   El Paso, TX                  3,387,741           903,718         4,490,001          (97,632)        1,398,810
                           --------------    --------------    --------------     ------------     -------------

                          $    23,027,008   $     4,663,828   $    28,988,689    $     (97,632)   $    7,329,101
                           ==============    ==============    ==============     ============     =============

ASSET HELD FOR SALE (c):

Redwood Plaza
   Salt Lake City, UT     $      864,004
                           =============

</TABLE>

(b)  The initial cost and encumbrances  reflect the present value of future loan
     payments  discounted,  if  appropriate,  at a  rate  estimated  to  be  the
     prevailing interest rate at the date of acquisition or refinancing.

(c)  The asset held for sale is carried at the lower of depreciated cost or fair
     value less costs to sell. Historical cost, net of accumulated  depreciation
     and amortization and write-downs, becomes the new cost basis when the asset
     is classified as "held for sale." Depreciation ceases at the time the asset
     is placed on the market for sale.

(d) The carrying  value of Windrock  Apartments  was written down by $97,632 for
    impairment in 1991.


                     See accompanying notes to Schedule III.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.
                                  SCHEDULE III
      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1997


<TABLE>
<CAPTION>
                                            Gross Amount at
                                     Which Carried at Close of Period                    Accumulated
                                                 Buildings and                           Depreciation
Description                      Land            Improvements          Total (a)       and Amortization
-----------                      ----            -------------         --------        ----------------
APARTMENTS:
<S>                           <C>                <C>              <C>                <C>
Embarcadero Club
   College Park, GA           $    1,216,712     $   12,552,561   $     13,769,273   $    (7,378,627)

Tanglewood Village
   Carson City, NV                   705,859          5,131,625          5,837,484        (2,682,535)

Thunder Hollow
   Bensalem
     Township, PA                  1,837,539         12,744,793         14,582,332        (7,314,921)

Windrock
   El Paso, TX                       903,718          5,791,179          6,694,897        (3,256,713)
                               -------------      -------------    ---------------    --------------

                              $    4,663,828     $   36,220,158   $     40,883,986   $   (20,632,796)
                               =============      =============    ===============    ==============

ASSET HELD FOR SALE (c):

Redwood Plaza
   Salt Lake City, UT                                             $      1,932,910
                                                                   ===============
</TABLE>


(a)  For Federal income tax purposes,  the properties are depreciated over lives
     ranging from 5-27.5 years using ACRS or MACRS  methods.  The aggregate cost
     of the real  estate  investments  and the asset  held for sale for  Federal
     income tax  purposes  was  $42,040,592  and  accumulated  depreciation  was
     $24,271,001 at December 31, 1997.

(c)  The asset held for sale is carried at the lower of depreciated cost or fair
     value less costs to sell. Historical cost, net of accumulated  depreciation
     and amortization and write-downs, becomes the new cost basis when the asset
     is classified as "held for sale." Depreciation ceases at the time the asset
     is placed on the market for sale.

                     See accompanying notes to Schedule III.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.
                                  SCHEDULE III
      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1997

<TABLE>
<CAPTION>

                                 Date of                    Date                Depreciable
Description                   Construction                Acquired              lives (years)
-----------                   ------------                --------              -------------

APARTMENTS:
<S>                             <C>                         <C>                     <C>
Embarcadero Club
   College Park, GA             1970/74                     09/84                   5-25

Tanglewood Village
   Carson City, NV              1979                        06/86                   5-25

Thunder Hollow
   Bensalem
     Township, PA               1973                        11/84                   5-25

Windrock
   El Paso, TX                  1971                        10/84                   5-25

ASSET HELD FOR SALE (c):

Redwood Plaza
   Salt Lake City, UT           1976                        06/84

</TABLE>

(c)  The asset held for sale is carried at the lower of depreciated cost or fair
     value less costs to sell. Historical cost, net of accumulated  depreciation
     and amortization and write-downs, becomes the new cost basis when the asset
     is classified as "held for sale." Depreciation ceases at the time the asset
     is placed on the market for sale.


                    See accompanying notes to Schedule III.

<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                              Notes to Schedule III

      Real Estate Investments and Accumulated Depreciation and Amortization



A  summary  of  activity  for the  Partnership's  real  estate  investments  and
accumulated depreciation and amortization is as follows:

<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1997               1996               1995
                                                   --------------     --------------    ---------------
Real estate investments:
<S>                                                <C>                <C>               <C>
Balance at beginning of year...............        $   40,608,707     $   52,787,046    $    51,070,722

Improvements...............................               656,932            771,475          1,743,497

Replacements...............................              (381,653)                 -            (27,173)

Reclassification of assets held
   for sale................................                     -        (12,949,814)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   40,883,986     $   40,608,707    $    52,787,046
                                                    =============      =============     ==============



Accumulated depreciation and amortization:

Balance at beginning of year...............        $   18,951,741     $   21,836,162    $    19,674,640

Depreciation and amortization..............             1,882,343          2,185,099          2,171,607

Replacements...............................              (201,288)                 -            (10,085)

Reclassification of assets held
   for sale................................                     -         (5,069,520)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   20,632,796     $   18,951,741    $    21,836,162
                                                    =============      =============     ==============



Assets held for sale:

Balance at beginning of year...............        $    7,942,855     $            -    $             -

Reclassification of assets held
    for sale...............................                     -          7,880,294                  -

Improvements...............................                11,194             62,561                  -

Sale of assets held for sale...............            (6,021,139)                 -                  -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $    1,932,910     $    7,942,855    $             -
                                                    =============      =============     ==============
</TABLE>

<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-------  -----------------------------------------------------------
         AND FINANCIAL DISCLOSURE
         ------------------------

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------- --------------------------------------------------

Neither the  Partnership  nor the General Partner has any directors or executive
officers.  The names and ages of, as well as the positions held by, the officers
and  directors of McNeil  Investors,  Inc.,  the general  partner of the General
Partner, are as follows:

<TABLE>
<CAPTION>
                                       Other Principal Occupations and Other
Name and Position             Age      Directorships During the Past 5 Years
-----------------             ---      -------------------------------------
<S>                            <C>      <C>
Robert A. McNeil,              77       Mr.  McNeil  is also  Chairman  of   the
Chairman of the                         Board and Director of McNeil Real Estate
Board and Director                      Management,  Inc. ("McREMI") which is an
                                        affiliate of the General Partner. He has
                                        held the foregoing  positions  since the
                                        formation  of such  entity in 1990.  Mr.
                                        McNeil  received  his B.A.  degree  from
                                        Stanford  University  in  1942  and  his
                                        L.L.B.  degree from  Stanford Law School
                                        in 1948. He is a member of the State Bar
                                        of  California  and has been involved in
                                        real   estate   acquisitions,   mortgage
                                        financing  and real estate  syndications
                                        since  1960.   From  1986  until  active
                                        operations    of   McREMI   and   McNeil
                                        Partners,  L.P.  began in February 1991,
                                        Mr. McNeil was a private  investor.  Mr.
                                        McNeil   has  been  a   member   of  the
                                        International  Board of Directors of the
                                        Salk Institute,  which promotes research
                                        in improvements in health care.

Carole J. McNeil               54       Mrs.   McNeil    is   Co-Chairman,  with
Co-Chairman of the                      husband  Robert  A.  McNeil,  of  McNeil
Board                                   Investors,  Inc. Mrs.  McNeil has twenty
                                        years of real  estate  experience,  most
                                        recently as a private investor from 1986
                                        to 1993.  In 1982,  she founded  Ivory &
                                        Associates,  a  commercial  real  estate
                                        brokerage  firm  in San  Francisco,  CA.
                                        Prior to that, she was a commercial real
                                        estate agent and analyst with Marcus and
                                        Millichap  in San  Francisco.  In  1978,
                                        Mrs.   McNeil   established  the  Escrow
                                        Training  Company,   California's  first
                                        accredited  commercial  training program
                                        for title  company  escrow  officers and
                                        real  estate  agents   needing   college
                                        credits   to   qualify   for   brokerage
                                        licenses.  She  began in real  estate as
                                        Manager and Marketing  Director of Title
                                        Insurance and Trust in Marin County, CA.
                                        Mrs. McNeil serves on the  International
                                        Board   of   Directors   of   the   Salk
                                        Institute.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                       Other Principal Occupations and Other
Name and Position             Age      Directorships During the Past 5 Years
-----------------             ---      -------------------------------------
<S>                            <C>      <C>
Ron K. Taylor                  40       Mr.  Taylor is the  President  and Chief
President and Chief                     Executive  Officer of McNeil Real Estate
Executive Officer                       Management  which is an affiliate of the
                                        General Partner.  Mr. Taylor has been in
                                        this capacity  since the  resignation of
                                        Donald K. Reed on March 4,  1997.  Prior
                                        to       assuming       his      current
                                        responsibilities, Mr. Taylor served as a
                                        Senior  Vice  President  of McREMI.  Mr.
                                        Taylor has been in this  capacity  since
                                        McREMI  commenced  operations  in  1991.
                                        Prior  to  joining  McREMI,  Mr.  Taylor
                                        served as an  Executive  Vice  President
                                        for  a   national   syndication/property
                                        management  firm. In this capacity,  Mr.
                                        Taylor  had the  responsibility  for the
                                        management  and leasing of a  21,000,000
                                        square  foot   portfolio  of  commercial
                                        properties. Mr. Taylor has been actively
                                        involved  in the  real  estate  industry
                                        since 1983.
</TABLE>

Each director  shall serve until his successor  shall have been duly elected and
qualified.

ITEM 11.  EXECUTIVE COMPENSATION
--------  ----------------------

No direct  compensation  was paid or payable by the  Partnership to directors or
officers  (since it does not have any  directors or officers) for the year ended
December  31,  1997,  nor was any  direct  compensation  paid or  payable by the
Partnership  to  directors  or officers  of the  general  partner of the General
Partner for the year ended  December 31, 1997. The  Partnership  has no plans to
pay any such remuneration to any directors or officers of the general partner of
the General Partner in the future.

See Item 13 - Certain  Relationships  and  Related  Transactions  for amounts of
compensation and  reimbursements  paid by the Partnership to the General Partner
and its affiliates.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------  --------------------------------------------------------------

(A) Security ownership of certain beneficial owners.

      No individual or group,  as defined by Section  13(d)(3) of the Securities
      Exchange Act of 1934,  known to the Partnership is the beneficial owner of
      more than 5% of the Partnership's securities except for the following:

      High River  Limited  Partnership,  100 S. Bedford Road,  Mount Kisco,  New
      York, 10549,  which owns 10,631 (12.3%) of the  Partnership's  Units as of
      January 31, 1998.
<PAGE>
(B) Security ownership of management.

      As of January 31, 1998, the General  Partner and its affiliates own 872 of
      the  Partnership's   Units,  which  is  approximately  1%  of  the  86,534
      outstanding Units.

(C)   Change in control.

      None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------- ----------------------------------------------

Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
MID to the General Partner.  The maximum MID is calculated as 1% of the tangible
asset value of the Partnership.  The maximum MID percentage decreases subsequent
to 1999.  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 and $50 per gross square foot for commercial  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
assets.

The MID will be paid to the  extent of the  lesser of the  Partnership's  excess
cash flow, as defined, or net operating income (the "Entitlement  Amount"),  and
may  be  paid  (i) in  cash,  unless  there  is  insufficient  cash  to pay  the
distribution,  in which  event any  unpaid  portion  not taken in Units  will be
deferred and is payable,  without interest, from the first available cash and/or
(ii) in Units.  A maximum of 50% of the MID may be paid in Units.  The number of
Units  issued in payment  of the MID is based on the  greater of $50 per Unit or
the net tangible asset value, as defined,  per Unit. For the year ended December
31, 1997, the Partnership accrued MID in the amount of $564,834.

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts of the Partnership's  properties to McREMI, an affiliate of the General
Partner,  for  providing  property  management  services  for the  Partnership's
residential and commercial properties and leasing services for the Partnership's
residential  properties.  The  Partnership  reimburses  McREMI  for  its  costs,
including  overhead,  of administering the Partnership's  affairs.  For the year
ended December 31, 1997, the Partnership accrued $698,963 of property management
fees and reimbursements.

See  Item 1 -  Business,  Item  7 -  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations,  and  Item  8  -  Note  2  -
"Transactions with Affiliates."



<PAGE>
                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
--------  ------------------------------------------------------------------

See accompanying Index to Financial  Statements at Item 8 - Financial Statements
and Supplementary Data.

(A)         Exhibits

<TABLE>
<CAPTION>
            Exhibit
            Number                          Description
            -------                         -----------

           <S>                              <C>
           3.                               Partnership  Agreement   dated April
                                            30, 1982, and amended  September 15,
                                            1982, October 13, 1982, and February
                                            1, 1983. (1)

           3.1                              Amended    and   Restated    Limited
                                            Partnership      Agreement     dated
                                            September 20, 1991. (3)

           3.2                              Amendment  No. 1  to the Amended and
                                            Restated  Partnership  Agreement  of
                                            McNeil Real  Estate Fund XIV,  Ltd.,
                                            dated to be effective as of July 31,
                                            1993. (5)

           3.3                              Amendment  No. 2 to the Amended  and
                                            Restated  Partnership  Agreement  of
                                            McNeil Real  Estate Fund XIV,  Ltd.,
                                            dated March 8, 1994. (5)

           10.1                             Security  Deed Note, dated  November
                                            16,   1988,   between    Embarcadero
                                            Associates  and American  Mortgages,
                                            Inc. (1)

           10.2                             Property Management Agreement, dated
                                            September 12, 1991,  between  McNeil
                                            Real  Estate  Fund  XIV,   Ltd.  and
                                            McNeil Real Estate Management,  Inc.
                                            (3)

           10.3                             Property Management Agreement, dated
                                            September    12,    1991,    between
                                            Embarcadero  Associates  and  McNeil
                                            Real Estate Management, Inc. (3)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
            Exhibit
            Number                          Description
            -------                         -----------
           <S>                              <C>
           10.4                             Property Management Agreement, dated
                                            September    12,    1991,    between
                                            Tanglewood  Village  Associates  and
                                            McNeil Real Estate Management,  Inc.
                                            (3)


           10.5                             Termination       Agreement,   dated
                                            September 20, 1991,  between  McNeil
                                            Real  Estate  Fund  XIV,   Ltd.  and
                                            McNeil Real Estate Management,  Inc.
                                            (3)

           10.6                             Termination     Agreement,     dated
                                            September    20,    1991,    between
                                            Embarcadero  Associates  and  McNeil
                                            Real Estate Management, Inc. (3)

           10.7                             Termination       Agreement,   dated
                                            September    20,    1991,    between
                                            Tanglewood  Village  Associates  and
                                            McNeil Real Estate Management,  Inc.
                                            (3)

           10.8                             Asset  Management  Agreement,  dated
                                            September 20, 1991,  between  McNeil
                                            Real  Estate  Fund  XIV,   Ltd.  and
                                            McNeil Partners, L.P. (3)

           10.9                             Assignment  and Assumption Agreement
                                            Relating  to McNeil Real Estate Fund
                                            XIV, Ltd., dated September 20, 1991,
                                            between  McNeil  Partners,  L.P. and
                                            Pacific Investors Corporation. (3)

           10.10                            Assignment and Assumption  Agreement
                                            Relating to Embarcadero  Associates,
                                            dated  September  20, 1991,  between
                                            McNeil  Partners,  L.P.  and Pacific
                                            Investors Corporation. (3)

           10.11                            Assignment and  Assumption Agreement
                                            Relating   to   Tanglewood   Village
                                            Associates,   dated   September  20,
                                            1991, between McNeil Partners,  L.P.
                                            and Pacific  Investors  Corporation.
                                            (3)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
            Exhibit
            Number                          Description
            -------                         -----------

           <S>                              <C>

           10.12                            Amendment to Certificate  of Limited
                                            Partnership   filed   September  25,
                                            1991, with the Secretary of State of
                                            the State of California. (3)

           10.14                            Amendment  of  Property   Management
                                            Agreement   dated   March  5,   1993
                                            between McNeil Real Estate Fund XIV,
                                            Ltd.    and   McNeil   Real   Estate
                                            Management, Inc. (2)

           10.15                            Loan Agreement dated  June  24, 1993
                                            between  Lexington  Mortgage Company
                                            and  McNeil  Real  Estate  Fund XIV,
                                            Ltd., et. al. (4)

           10.16                            Master   Property  Management Agree-
                                            ment,  dated  as of June  24,  1993,
                                            between     McNeil    Real    Estate
                                            Management,  Inc. and Thunder Hollow
                                            Fund XIV, Ltd. (5)

           10.17                            Multifamily  Note   dated  March 13,
                                            1995  between  Washington   Mortgage
                                            Financial  Group,  Ltd. and Windrock
                                            Fund XIV, L.P. (6)

           10.18                            Property  Management Agreement dated
                                            February  2, 1995  between  Windrock
                                            Fund  XIV,   L.P.  and  McNeil  Real
                                            Estate Management, Inc. (6)

           10.19                            Promissory Note, dated May 22, 1976,
                                            between  Price  Rentals,   Inc.  and
                                            Aetna Life Insurance Company. (6)

           10.22                            Deed of Trust Note,  dated   October
                                            1, 1993, between Tanglewood Fund XIV
                                            Associates  Limited  Partnership and
                                            Love Funding Corporation. (6)

           11.                              Statement  regarding  computation of
                                            Net  Income   (Loss)   per   Limited
                                            Partnership  Unit (see Item 8 - Note
                                            1 -  "Organization  and  Summary  of
                                            Significant Accounting Policies").
</TABLE>


<PAGE>
           Exhibit
           Number                          Description
           --------                        -----------
           22.                     Following is a list of subsidiaries of the
                                    Partnership:

<TABLE>
<CAPTION>
                                                                                                 Names Under
                                                                         Jurisdiction of         Which It Is
                                            Name of Subsidiary            Incorporation        Doing Business
                                            ------------------           ---------------       --------------
                                            <S>                              <C>                   <C>
                                            Embarcadero Associates           Georgia                None

                                            Tanglewood Fund XIV
                                               Associates, L.P.              Nevada                 None

                                            Thunder Hollow Fund XIV
                                               Limited Partnership           Delaware               None

                                            Windrock Fund XIV, L.P.          Texas                  None
</TABLE>


           27.                              Financial Data Schedule for the year
                                            ended December 31, 1997.

                   The  Partnership  has  omitted  instruments  with  respect to
                   long-term   debt  where  the  total   amount  of   securities
                   authorized thereunder does not exceed 10% of the total assets
                   of the Partnership.  The Partnership agrees to furnish a copy
                   of each such instrument to the Commission upon request.
<TABLE>
<CAPTION>

                     <S>                    <C>
                    (1)                     Incorporated  by reference  to the
                                            Annual  Report of McNeil Real Estate
                                            Fund XIV, Ltd., on Form 10-K for the
                                            period ended  December 31, 1990,  as
                                            filed on March 29, 1991.

                    (2)                     Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund  XIV,  Ltd.,  (Commission  file
                                            number 0-12915) on Form 10-K for the
                                            period ended  December 31, 1992,  as
                                            filed   with  the   Securities   and
                                            Exchange  Commission  on  March  30,
                                            1993.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                     <S>                    <C>

                    (3)                     Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund  XIV,  Ltd.   (Commission  file
                                            number 0-12915) for the period ended
                                            December 31, 1991, as filed with the
                                            Securities  and Exchange  Commission
                                            on March 30, 1992.

                    (4)                     Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund  XI,  Ltd.   (Commission   file
                                            number 0-9783), on Form 10-K for the
                                            period ended  December 31, 1993,  as
                                            filed   with  the   Securities   and
                                            Exchange  Commission  on  March  30,
                                            1994.

                    (5)                     Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund  XIV,  Ltd.   (Commission  file
                                            number 0-12915) for the period ended
                                            December 31, 1993, as filed with the
                                            Securities  and Exchange  Commission
                                            on March 30, 1994.

                    (6)                     Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund  XIV,  Ltd.   (Commission  file
                                            number 0-12915) for the period ended
                                            December 31, 1994, as filed with the
                                            Securities  and Exchange  Commission
                                            on March 30, 1995.
</TABLE>

(B)         Reports  on Form  8-K.  There  were no  reports  on Form 8-K for the
            quarter ended December 31, 1997.


<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.
                              A Limited Partnership

                                 SIGNATURE PAGE


Pursuant to the  requirements of Section 13 or 15(d) 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 XIV, LTD.


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

                                     By: McNeil Investors, Inc., General Partner


March 30, 1998                       By:  /s/  Robert A. McNeil
--------------                            --------------------------------------
Date                                      Robert A. McNeil
                                          Chairman of the Board and Director
                                          (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.



March 30, 1998                       By:  /s/  Ron K. Taylor
--------------                            --------------------------------------
Date                                      Ron K. Taylor
                                          President and Director of McNeil
                                           Investors, Inc.
                                          (Principal Financial Officer)




March 30, 1998                       By:  /s/  Brandon K. Flaming
--------------                            --------------------------------------
Date                                      Brandon K. Flaming
                                          Vice President of McNeil
                                            Investors, Inc.
                                          (Principal Accounting Officer)