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, 1995
                                ------------------------------------------------

                                       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 700, LB70, Dallas, Texas, 75240
--------------------------------------------------------------------------------
          (Address of principal executive offices)          (Zip code)

Registrant's telephone number, including area code   (214)  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 43.

                                TOTAL OF 46 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 700, 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, 1995.

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, are being 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  settlement  of  litigation 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, 1995, the  Partnership  owned
seven income-producing properties as described in Item 2 - Properties.

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."

<PAGE>

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:

The  Partnership's  anticipated  plan of  operations  for 1996 is to preserve or
increase the net operating income of its properties whenever possible,  while at
the same time making  whatever  capital  expenditures  are reasonable  under the
circumstances  in order to preserve  and enhance the value of the  Partnership's
properties.  The  General  Partner  is  evaluating  market  and  other  economic
conditions to determine the optimum time to commence an orderly  liquidation  of
the  Partnership's  properties  in  accordance  with the  terms  of the  Amended
Partnership  Agreement.  In  conjunction  therewith,  the General  Partner  will
continue  to  explore  potential  avenues to  enhance  the value of the  limited
partners'  Units,  which  may  include,  among  other  things,  asset  sales  or
refinancings of the Partnership's properties followed by distributions. See Item
7 - Management's  Discussion and Analysis of Financial  Condition and Results of
Operations.

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  discussion  of  competitive  conditions  at  the  Partnership's
properties.

Other Information:

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.


<PAGE>

In August 1995, High River Limited  Partnership,  a Delaware limited partnership
controlled by Carl C. Icahn ("High River") made an unsolicited tender offer (the
"HR 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
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 HR Offer made with respect to the  Partnership
and not tender their Units  pursuant to the HR Offer.  The HR Offer  terminated,
after numerous extensions, on October 6, 1995. The General Partner believes that
as of February 29, 1996,  High River has  purchased  approximately  8.46% of the
outstanding Units pursuant to the HR Offer. In addition, all litigation filed by
High River,  Mr. Icahn and his  affiliates in  connection  with the HR Offer has
been dismissed without prejudice.

ITEM 2.   PROPERTIES
-------   ----------

The  following  table sets forth the real  estate  investment  portfolio  of the
Partnership  at December 31, 1995.  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                            1995             Date
Property              Description           of Property          Debt         Property Tax       Acquired
--------              -----------          -------------     -------------    ------------       ---------
<S>                   <C>                  <C>               <C>               <C>                 <C> 
Country Hills
  Plaza               Retail Center
Ogden, UT             127,262 sq. ft.      $   3,946,779     $   1,879,090     $    97,178         6/84

Embarcadero
  Club (1)            Apartments
College Park, GA      404 units                7,162,036         7,759,181         132,653         9/84

Midvale Plaza         Retail Center
Midvale, UT           100,051 sq. ft.          2,219,582         1,355,277          48,051         6/84

Redwood Plaza         Retail Center
Salt Lake City, UT    86,369 sq. ft.           1,980,755           955,187          51,594         6/84

Tanglewood
  Village (2)         Apartments
Carson City, NV       130 units                3,406,827         2,815,481          40,452         6/86

Thunder Hollow (3)    Apartments
Bensalem, PA          301 units                8,353,167         9,671,886         247,910         11/84

Windrock (4)          Apartments
El Paso, TX           150 units                3,881,738         3,435,867         101,345         10/84
                                            ------------      ------------      ----------
                                           $  30,950,884     $  27,871,969     $   719,183
                                            ============      ============      ==========
</TABLE>
-----------------------------------------
Total:    Apartments  -  985 units
          Retail Centers - 313,682 sq. ft.

<PAGE>

(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.

(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>
                                        1995            1994           1993           1992            1991
                                        -----           -----          -----          -----           -----
<S>                                      <C>             <C>             <C>            <C>             <C>
Country Hills Plaza
   Occupancy Rate............            100%            100%            97%            99%             99%
   Rent Per Square Foot......           $7.38           $6.83          $6.88          $7.01           $6.95

Embarcadero Club
   Occupancy Rate............             99%             98%            88%            89%             85%
   Rent Per Square Foot......           $6.89           $6.46          $6.12          $5.77           $5.76

Midvale Plaza
   Occupancy Rate............            100%            100%            96%            96%             92%
   Rent Per Square Foot......           $4.96           $5.61          $4.97          $4.81           $4.99

Redwood Plaza
   Occupancy Rate............            100%             98%            76%           100%             98%
   Rent Per Square Foot......           $7.04           $6.33          $5.28          $4.38           $4.68

Tanglewood Village
   Occupancy Rate............             98%             97%            99%            97%             95%
   Rent Per Square Foot......           $7.35           $7.00          $6.64          $6.18           $5.92

Thunder Hollow
   Occupancy Rate............             97%             99%           100%            96%             91%
   Rent Per Square Foot......           $7.76           $7.53          $7.18          $6.76           $6.61

Windrock
   Occupancy Rate............             75%             83%            91%            90%             95%
   Rent Per Square Foot......           $5.01           $5.33          $5.11          $4.80           $4.67
</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 at Properties
------------------------------------

Country  Hills Plaza has been able to achieve  above market  levels of occupancy
and net rental  rates.  Current  occupancy  is 100%.  Of the four  leases due to
expire in 1996, the  Partnership  expects only one tenant will vacate its space,
but the Partnership anticipates re-leasing the space during 1996. Two new retail
centers were opened to the north and south of Country Hills along the same major
artery that Country Hills is located; however, Country Hills continues to hold a
strong  market  position.  Country  Hills  enjoys  a  good  location  next  to a
university and a major medical  center.  Capital  improvements  made during 1995
have given the property an updated, 90's look.

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  has  improved to 95%,  and
concessions  granted to tenants are becoming rare.  Embarcadero Club's occupancy
rate  is at 99%,  and  concessions  are no  longer  required  to  maintain  that
occupancy  rate.  Embarcadero  Club  competes  with  both  low end and  high end
properties.  Renovations  in excess of  $1,000,000  in the past four  years have
added  significantly to the property's  competitiveness.  No new construction is
planned for the area.

The anchor tenant at Midvale  Plaza vacated its space during 1995.  Although the
tenant  continues to pay rent in accordance with the tenant's lease,  the "dark"
space at the property has a negative impact on the property.  The Partnership is
working  with the  tenant  to  either  sublease  the  anchor  space or to find a
replacement  tenant.  The property remains 100% leased with two leases coming up
for  renewal  in  1996.  The  property  enjoys  an  excellent  location  at  the
intersection of two main  thoroughfares.  The principal problem for the property
is to maintain  its clean  appearance  and curb appeal  relative to newer retail
centers in the area. In this regard,  capital  expenditures will be necessary to
update the appearance of the property.

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.  Two small corner retail
centers are being  constructed  in the immediate  vicinity of the property,  but
these developments  should only add to the property's appeal as the prime retail
site in the area.  Occupancy is projected to decrease slightly during 1996 while
the Partnership works to replace two of its tenants with stronger businesses.

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 96%.  Tanglewood Village has shown
strong  earnings  growth  the past two years due to  capital  improvements.  The
property is well located in an area projected to have a strong rental market for
the next three years.

Thunder Hollow Apartments has been able to maintain occupancy rates in line with
the local  market's 94% to 96% average  occupancy  rate even though it typically
has been able to obtain rental rates higher than its  competition.  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.


<PAGE>
The occupancy rate at Windrock  Apartments fell by year end to 75%. The decrease
is attributable to the local economy.  El Paso's unemployment rate is 11.8%, and
one of the major employers,  Fort Bliss, has scheduled further layoffs for 1996.
Additionally,  the local  economy is tied closely to Mexico's  economy which has
been very unstable due to the peso's  devaluation.  Windrock's average occupancy
rate has  usually  trailed  market  averages  by 3 to 5%.  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.  Capital improvements
completed  and  planned  are  necessary  for  Windrock  to  compete  with  newer
properties in the area.

The following  schedule shows lease  expirations  for each of the  Partnership's
commercial properties for 1996 through 2005:

<TABLE>
<CAPTION>
                           Number of                                   Annual           % of Gross
                           Expirations           Square Feet            Rent            Annual Rent
                           -----------           -----------         -----------        -----------
<C>                              <C>                   <C>           <C>                      <C>
Country Hills Plaza
1996                             4                     6,239         $    64,553              8%
1997                             3                     5,518              54,106              7%
1998                             1                     1,638              18,018              2%
1999                             2                     4,664              44,528              6%
2000                             2                     2,801              30,267              4%
2001                             0                         -                   -              -
2002                             1                     1,615              16,958              2%
2003                             0                         -                   -              -
2004                             1                    37,123             120,279             16%
2005                             0                         -                   -              -

Midvale Plaza
1996                             2                     6,092         $    39,666              9%
1997                             1                     3,078              41,400             10%
1998                             2                     8,571              69,100             16%
1999                             0                         -                   -              -
2000                             1                     4,131              30,204              7%
2001                             1                    25,143              69,144             16%
2002                             0                         -                   -              -
2003                             0                         -                   -              -
2004                             1                    15,818              67,345             16%
2005                             0                         -                   -              -

Redwood Plaza
1996                             5                    13,342         $    88,708             18%
1997                             2                     5,549              31,643              6%
1998                             3                     5,330              36,051              7%
1999                             2                     2,999              21,743              4%
2000                             1                    24,873              55,964             11%
2001                             0                         -                   -              -
2002                             0                         -                   -              -
2003                             1                    20,100             203,613             41%
2004                             1                    14,993              63,270             13%
2005                             0                         -                   -              -
</TABLE>


<PAGE>

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
---------                        --------------                  -----------                  ----------   
<S>                                   <C>                          <C>                           <C> 
Country Hills Plaza
Grocery Store                         67,100                       $416,808                      2013
Discount Store                        37,123                        120,279                      2004

Midvale Plaza

Grocery Store                         25,143                         69,144                      2001
Discount Store                        15,818                         67,345                      2004
Home Supply Store                     37,122                        102,971                      2006

Redwood Plaza

Grocery Store                         24,873                         55,964                      2000
Government Office                     20,100                        203,613                      2003
Discount Store                        14,993                         63,270                      2004

</TABLE>

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:

1)   High River Limited Partnership v. McNeil Partners,  L.P., McNeil Investors,
     Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  McNeil Real Estate Fund XXV, L.P.,  Robert A. McNeil and
     Carole J.  McNeil  (L95012) - High River  ("HR")  filed this  action in the
     United States District Court for the Southern  District of New York against
     McNeil Partners,  L.P., McNeil Investors,  Inc. and Mr. and Mrs. McNeil (as
     defined in this  Section 1,  collectively,  the  "Defendants")  requesting,
     among other  things,  names and  addresses  of the limited  partners in the
     partnerships   referenced   above  (as  defined  in  this  Section  1,  the
     "Partnerships"). The District Court issued a preliminary injunction against
     the Partnerships  requiring them to commence mailing materials  relating to
     the HR tender offer on August 14, 1995.

     On August 18, 1995, the Defendants  filed an Answer and  Counterclaim.  The
     Counterclaim  principally  asserts  (1)  the HR  tender  offers  have  been
     undertaken  in violation of the federal  securities  laws,  on the basis of
     material,  non-public,  and confidential  information,  and (2) that the HR
     offer documents omit and/or misrepresent certain material information about
     the HR tender offers.  The  Counterclaim  seeks a preliminary and permanent
     injunction   against  the   continuation  of  the  HR  tender  offers  and,
     alternatively,  ordering  corrective  disclosure  with respect to allegedly
     false and misleading statements contained in the tender offer documents.


<PAGE>

     This action was dismissed without prejudice in November 1995.

2)   High River Limited Partnership v. McNeil Partners,  L.P., McNeil Investors,
     Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  McNeil Real Estate Fund XXV, L.P.,  Robert A. McNeil and
     Carole J. McNeil - United States  District Court for the Southern  District
     of New York, (Case No. 95 Civ. 9488) (Second Action).

     On November 7, 1995, High River filed a second  complaint with the District
     Court which alleges, inter alia, that McNeil Partners, L.P.'s (the "General
     Partner")  Schedule  14D-9 filed in  connection  with the High River tender
     offers was materially false and misleading,  in violation of Sections 14(d)
     and 14(e) of the Securities Exchange Act of 1934, 15 U.S.C.  Section 78n(d)
     and (e),  and the SEC  Regulations  promulgated  thereunder;  and that High
     River further  alleges that the General  Partner has wrongfully  refused to
     admit High River as a limited  partner to the ten  partnerships  referenced
     above.  Additionally,  High River purports to assert claims derivatively on
     behalf of McNeil  Real Estate  Fund IX,  Ltd.,  McNeil Real Estate Fund XI,
     Ltd.,  McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XXIV, L.P.
     and McNeil Real Estate Fund XXV, L.P., for breach of contract and breach of
     fiduciary  duty,  asserting  that the General  Partner  has  charged  these
     partnerships  excessive fees.  High River's  complaint  seeks,  inter alia,
     preliminary  injunctive  relief requiring the General Partner to admit High
     River as a limited partner in each of the ten partnerships referenced above
     and to transfer the tendered units of interest in the  partnerships to High
     River;  an  unspecified  award of  damages  payable  to High  River  and an
     additional   unspecified  award  of  damages  payable  to  certain  of  the
     partnerships;  an order that  defendants  must  discharge  their  fiduciary
     duties and must account for all fees they have received from certain of the
     partnerships; and attorneys' fees.

     On January 31, 1996, this action was dismissed without prejudice.

3)   Robert Lewis v. McNeil Partners,  L.P., McNeil  Investors,  Inc., Robert A.
     McNeil  et al - In the  District  Court of  Dallas  County,  Texas,  A-14th
     Judicial  District,  Cause No. 95-08535 (Class Action) - Plaintiff,  Robert
     Lewis, is a limited partner with McNeil Pacific  Investors Fund 1972, Ltd.,
     McNeil Real Estate Fund X, Ltd. and McNeil Real Estate Fund XV, Ltd.

     Plaintiff  brings  this  action on his own behalf and as a class  action on
     behalf of the class of all  limited  partners of McNeil  Pacific  Investors
     Fund 1972, Ltd.,  McNeil Real Estate Fund V, Ltd.,  McNeil Real Estate Fund
     IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
     Ltd.,  McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd.,
     McNeil Real Estate Fund XX,  L.P.,  McNeil Real Estate Fund XXIV,  L.P. and
     McNeil  Real  Estate  Fund XXV,  Ltd.  (as  defined in this  Section 3, the
     "Partnerships") as of August 4, 1995.


<PAGE>

     Plaintiff  alleges that McNeil  Partners,  L.P.,  McNeil  Investors,  Inc.,
     Robert A. McNeil and other  senior  officers (as defined in this Section 3,
     collectively,  the "Defendants")  breached their fiduciary duties by, among
     other things,  (1) failing to attempt to sell the  properties  owned by the
     Partnerships (as defined in this Section 3, the "Properties") and extending
     the lives of the Partnerships  indefinitely,  contrary to the Partnerships'
     business plans, (2) paying  distributions to themselves and generating fees
     for their affiliates, (3) refusing to make significant distributions to the
     class members,  despite the fact that the  Partnerships  have positive cash
     flows and  substantial  cash  balances,  and (4)  failing  to take steps to
     create an auction market for equity interests of the Partnerships,  despite
     the fact that a third party bidder filed  tender  offers for  approximately
     forty-five   percent  (45%)  of  the  outstanding  units  of  each  of  the
     Partnerships.  Plaintiff  also claims that  Defendants  have  breached  the
     partnership  agreements  of the  Partnerships  by  failing to take steps to
     liquidate  the  Properties  and by their  alteration  of the  Partnerships'
     primary  purposes,  their acts in  contravention of these  agreements,  and
     their use of the assets of the  Partnerships  for their own benefit instead
     of for the benefit of the Partnerships.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend this action.

4)   James F.  Schofield,  Gerald C.  Gillett  and Donna S.  Gillett  v.  McNeil
     Partners,  L.P.,  McNeil Investors,  Inc.,  McNeil Real Estate  Management,
     Inc., Robert A. McNeil,  Carole J. McNeil, McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  McNeil Real Estate Fund XXV, 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) and United States District Court,
     Southern  District of New York, Case No.  95CIV.6711  (Class and Derivative
     Action Complaint)

     These are  corporate/securities  class and  derivative  actions  brought in
     state and federal court by limited partners of each of the nine (9) limited
     partnerships  that are named as  nominal  defendants  as  listed  above (as
     defined in this  Section 4, the  "Partnerships").  Plaintiffs  allege  that
     McNeil Investors,  Inc., its affiliate McNeil Real Estate Management,  Inc.
     and four (4) of their senior officers and/or  directors (as defined in this
     Section 4,  collectively,  the "Defendants")  have breached their fiduciary
     duties.  Specifically,  Plaintiffs  allege that  Defendants have caused the
     Partnerships  to enter  into  several  wasteful  transactions  that have no
     business  purpose or benefit to the  Partnerships  and which have  rendered
     such units highly illiquid and  artificially  depressed the prices that are
     available for units on the limited  resale market.  Plaintiffs  also allege
     that  Defendants  have  engaged  in a course  of  conduct  to  prevent  the
     acquisition of units by Carl Icahn by disseminating  false,  misleading and
     inadequate  information.  Plaintiffs  further allege that  Defendants  have
     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  and,  thereby,  have
     breached the partnership agreements.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend these actions.

<PAGE>

5)   Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors,  Inc., Robert
     A. McNeil,  Carole J. McNeil,  McNeil Pacific  Investors  Fund 1972,  Ltd.,
     McNeil Real Estate Fund V, Ltd.,  McNeil Real Estate Fund IX, Ltd.,  McNeil
     Real Estate Fund X, Ltd.,  McNeil  Real Estate Fund XI,  Ltd.,  McNeil Real
     Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
     Fund XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
     XXV,  L.P.  -  Superior  Court of the  State of  California,  County of Los
     Angeles, Case No. BC133849 (Class Action Complaint)

     Plaintiff  brings this class action on behalf of a class of all persons and
     entities who are current owners of units and/or are limited partners in one
     or more of the partnerships referenced above (as defined in this Section 5,
     the "Partnerships").  Plaintiff alleges that McNeil Partners,  L.P., McNeil
     Investors,  Inc., Robert A. McNeil and other senior officers (as defined in
     this  Section  5,  collectively,  the  "Defendants")  have  breached  their
     fiduciary  duties to the class members by, among other  things,  (1) taking
     steps to prevent the  consummation  of the High River  tender  offers,  (2)
     failing to take steps to maximize unitholders' or limited partners' values,
     including  failure to liquidate the properties  owned by the  Partnerships,
     (3) managing the Partnerships so as to extend  indefinitely the present fee
     arrangements,  and (4) paying itself and entities  owned and  controlled by
     the  general  partner  excessive  fees and  reimbursements  of general  and
     administrative expenses.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend this action.

6)   Warren Heller v. McNeil Partners,  L.P., McNeil Investors,  Inc., Robert A.
     McNeil,  Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil
     Real Estate Fund V, Ltd.,  McNeil  Real Estate Fund IX,  Ltd.,  McNeil Real
     Estate Fund X, Ltd.,  McNeil Real Estate Fund XI, Ltd.,  McNeil Real Estate
     Fund XIV, Ltd.,  McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund
     XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
     L.P. - Superior  Court of the State of  California,  County of Los Angeles,
     Case No. BC133957 (Class Action Complaint)

     Plaintiff  brings this class action on behalf of a class of all persons and
     entities who are current owners of units and/or are limited partners in one
     or more of the partnerships referenced above (as defined in this Section 6,
     the "Partnerships").  Plaintiff alleges that McNeil Partners,  L.P., McNeil
     Investors,  Inc., Robert A. McNeil and other senior officers (as defined in
     this  Section  6,  collectively,  the  "Defendants")  have  breached  their
     fiduciary  duties to the class members by, among other  things,  (1) taking
     steps to prevent the  consummation  of the High River  tender  offers,  (2)
     failing to take steps to maximize unitholders' or limited partners' values,
     including  failure to liquidate the properties  owned by the  Partnerships,
     (3) managing the Partnerships so as to extend  indefinitely the present fee
     arrangements,  and (4) paying itself and entities  owned and  controlled by
     the  general  partner  excessive  fees and  reimbursements  of general  and
     administrative expenses.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend this action.

For a discussion of the Southmark bankruptcy, see Item 1 - Business and Item 8 -
Note 10 - "Gain on Legal Settlement."

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          4,222 as of February 16, 1995

(C)  No distributions were made to the limited partners during 1995 or 1994, and
     none are  anticipated in 1996. The  Partnership  accrued  distributions  of
     $601,583 and $573,908 for the benefit of the General  Partner for the years
     ended December 31, 1995 and 1994, respectively, all of which remains unpaid
     at December 31, 1995. These  distributions  are the Contingent MID pursuant
     to  the  Amended   Partnership   Agreement.   Payment  of  Contingent   MID
     distributions  was suspended at the beginning of 1994. The General  Partner
     anticipates  resuming  partial payment of Contingent MID  distributions  in
     1996. 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
     resume distributions to the 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.
<TABLE>
<CAPTION>
Statements of                                             Years Ended December 31,
Operations                              1995           1994            1993           1992           1991
------------------                  -------------  ------------   ------------    ------------   ------------
<S>                                 <C>            <C>            <C>              <C>            <C>         
Rental revenue...............       $   9,188,439  $   8,899,488  $    8,881,991   $  8,942,919   $  8,868,731
Gain on legal settlement.....              39,841              -               -              -              -
Gain on involuntary
   conversion................                   -         51,588               -              -              -
Gain on disposition
   of real estate............                   -              -         627,902              -              -
Total revenue................           9,350,464      8,988,225       9,539,165      9,046,359      9,010,613
Loss on disposition of
   real estate...............                   -              -               -              -              -
Loss before extraordinary
   item......................            (331,176)      (300,760)       (626,596)    (1,622,555)    (1,496,182)
Extraordinary gain on
   extinguishment of debt....                   -              -               -         76,242              -
Net loss.....................            (331,176)      (300,760)       (626,596)    (1,546,313)    (1,496,182)

Net loss per limited 
   partnership unit:
Loss before extraordinary
   item......................       $       (3.79) $       (3.44) $       (7.17)  $      (18.55) $      (17.20)
Extraordinary gain on
   extinguishment of debt....                   -              -               -            .87              -
                                     ------------   ------------   -------------   ------------   ------------

Net loss.....................       $       (3.79) $       (3.44) $        (7.17) $      (17.68) $      (17.20)
                                     ============   ============   =============   ============   ============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                              As of December 31,
Balance Sheets                          1995           1994            1993           1992            1991
--------------                      -------------  -------------  --------------  -------------  -------------
<S>                                <C>            <C>            <C>             <C>            <C>           
Real estate investments,
   net.........................    $   30,950,884  $  31,396,082  $   32,248,606  $  36,625,427  $  37,615,712
Total assets...................        35,275,343     35,214,866      35,514,281     39,408,958     41,781,329
Mortgage notes payable,
   net.........................        27,871,969     27,161,556      27,520,265     30,144,223     30,316,531
Partners' equity...............         5,219,414      6,152,173       7,026,841      8,125,447      9,751,259
</TABLE>

See Item 7 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations.  The  Partnership  sold Ridgewood Park Apartments on June
15, 1993.

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. On June 15, 1993, the Partnership
sold its  investment  in  Ridgewood  Park  Apartments  for a cash sales price of
$4,433,000.  At the end of 1995, the Partnership owned four apartment properties
and three retail  shopping  centers.  All of the  Partnership's  properties  are
subject to mortgage notes.

On March 13, 1995, the  Partnership  refinanced  Windrock  Apartments with a new
$3,450,000  mortgage  note.  Proceeds from the new mortgage were used to pay off
the prior first and second mortgage notes encumbering  Windrock  Apartments,  to
fund various escrows for the payment of property taxes,  insurance,  repairs and
replacements, and to pay for loan fees and other costs associated with obtaining
the new mortgage note. Residual proceeds of approximately $824,000 were added to
the Partnership's  cash reserves.  The Partnership's next maturing mortgage note
does not come due until April 1, 2002.

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

1995 compared to 1994

Revenue:

The Partnership's  rental revenue increased $288,951 or 3.2% in 1995 compared to
1994. Rental revenue  increased at five of the  Partnership's  seven properties.
Base  rental  rates  increased  at all  four  of the  Partnership's  residential
properties.  Occupancy  rates  increased at Tanglewood  Village and  Embarcadero
Club,  leading  to  rental  revenue  gains of 5.0% and 6.6%,  respectively.  The
Partnership's  capital  improvement  program has improved the  attractiveness of

<PAGE>

both properties to current and potential tenants.  Although occupancy  decreased
at Thunder Hollow,  rental revenue still increased 3.1%. Rental losses,  such as
vacancy,  discounts  or other  concessions,  increased  at Windrock  Apartments,
leading to a 5.9%  decrease in rental  revenue at the El Paso  property.  A weak
local  economy,  as  well  as  competition  from  newer  apartment   communities
contributed to the decrease in rental revenue at Windrock.

All three of the  Partnership's  Utah  strip  shopping  centers  ended 1995 100%
leased.  Good  locations  and a strong  Utah  economy  have  enabled  the  three
properties  to  continue  to  provide  positive  cash flow for the  Partnership.
Capital improvements and an excellent location have enabled Country Hills to not
only  compete with newer  developments,  but to increase  occupancy  and expense
recoveries from its tenants. Rental revenue at the Ogden property increased 8.1%
in 1995.  Redwood  Plaza  increased  its rental  revenue  by 11.1% as  occupancy
significantly improved. Redwood Plaza has limited competition in a location that
is experiencing strong commercial growth.  Midvale Plaza's anchor tenant vacated
its  space  in June  1995.  Although  the  tenant  continues  to pay rent to the
Partnership,  the  "dark"  space at the  center  has a  negative  impact  on the
remaining  tenants.  Additionally,  percentage rents and expense recoveries have
decreased  significantly since the anchor tenant vacated.  Rental revenue at the
suburban Salt Lake City property decreased 11.7% in 1995.  Management is working
with  the  anchor  tenant  to  either  sublease  the  dark  space  or to  find a
replacement tenant for the Partnership's own account.  Midvale Plaza will likely
need capital improvement funds to update the property's appearance before it can
effectively compete with newer properties in the area.

Interest  revenue  increased more than three-fold to $122,184 during 1995. Steps
taken  during  the  course  of 1994  and 1995 to raise  the  Partnership's  cash
reserves have resulted in increased funds invested in interest-bearing accounts.

The  Partnership   received  $39,841  in  cash  and  securities  from  Southmark
Corporation  in  settlement  of  the  Partnership's   claims  in  the  Southmark
bankruptcy  case.  Proceeds from the settlement were recorded as a gain on legal
settlement in the second quarter of 1995.

Expenses:

Partnership  expenses  increased $392,655 or 4.2% in 1995 compared to 1994. On a
combined  basis,  increased  expenses  were  concentrated  in  depreciation  and
amortization, and general and administrative expenses.

Depreciation  and  amortization  expense  increased  $180,712  or  9.1%  in 1995
compared to 1994. Because of the $4.22 million invested in capital  improvements
over the past three years,  depreciation  charges  continue to  increase.  $1.74
million  was  invested  in  capital  improvements  during  1995.  These  capital
improvements are generally being depreciated over lives ranging from five to ten
years.

General and  administrative  expense increased $113,231 to $195,036 in 1995. The
Partnership  incurred $150,133 of costs relating to evaluation and dissemination
of information  with regards to an unsolicited  tender offer. See Item 3 - Legal
Proceedings.  General and administrative  expenses paid to affiliates  increased
$26,368 or 7.6% in 1995.  Administrative  expenses paid to affiliates  increased
due to a reduction in the number of properties managed by McREMI over which such
costs are allocated.


<PAGE>

All other expense line items, both  individually and as a group,  increased less
than 4.2% in 1995 compared to 1994.

1994 compared to 1993

Revenue:

Excluding Ridgewood Park Apartments, rental revenues increased $497,152 or 5.9%.
Rental revenues  increased at six of the  Partnership's  seven  properties.  The
Partnership was able to raise base rental rates at all of its properties  except
Country  Hills  Plaza.  Five  of  the  Partnership's  properties  also  reported
increased average  occupancy rates for 1994 compared to 1993.  Average occupancy
rates for 1994 at Country  Hills Plaza and Windrock  Apartments  were  unchanged
from 1993 rates.  On a percentage  basis,  the largest rental revenue  increases
were 19.8% and 12.9% at Redwood Plaza and Midvale Plaza,  respectively.  Both of
these Utah shopping centers showed positive  results from new tenants.  All four
of the  Partnership's  apartment  properties  recorded  increased rental revenue
ranging from 4.2% to 5.6% through a  combination  of increased  rental rates and
increased occupancy rates. Country Hills Plaza recorded a .7% decrease in rental
revenue primarily due to a $25,000 decrease in expense  reimbursements  received
from tenants.

The Partnership  recorded a $51,588 gain on involuntary  conversion in 1994. The
gain relates to freeze damage  incurred at Thunder Hollow  Apartments on January
9, 1994. The  Partnership  incurred  damages of $69,335.  Insurance  proceeds of
$79,467 were  received to repair the damages.  The excess of insurance  proceeds
over the adjusted basis of the property destroyed resulted in a gain of $51,588.

Expenses:

Expenses  incurred by the  Partnership  during 1994  decreased  $876,776 or 8.6%
compared to 1993. Most of the decrease,  however, is attributable to the sale of
Ridgewood  Park  Apartments in June 1993.  Excluding  expenses  attributable  to
Ridgewood Park Apartments, expenses decreased $248,851 or 2.6%.

Excluding  interest on the Ridgewood  Park mortgage,  interest  expense for 1994
decreased  $306,338 or 10.1% compared to 1993. The decrease is  attributable  to
the  1993  modification  of the  Embarcadero  Club  mortgage  note  and the 1993
refinancing of the Tanglewood Village mortgage note. The interest rates on these
two  mortgage  notes were  reduced to 7.875%  from 10% and to 6.75% from 12% for
Embarcadero Club and Tanglewood Village,  respectively.  The interest expense on
the  Partnership's  remaining  mortgage  notes  decreased  slightly as regularly
scheduled  principal  payments continue to reduce the principal  balances of the
notes.

Depreciation  and  amortization  expense  increased  $205,393  or  11.5% in 1994
compared  to 1993,  excluding  depreciation  on  Ridgewood  Park for  1993.  The
increase is  attributed to the addition of $2.5 million of  depreciable  capital
expenditures at the Partnership's properties during 1994 and 1993.

Personnel expenses and property  management fees,  excluding charges incurred at
Ridgewood Park Apartments,  increased  $90,353 or 6.9% in 1994 compared to 1993.
Personnel  expenses have  increased and are expected to continue to increase due
to the  Partnership's  effort  to  increase  occupancy  rates by the  continuous
refurbishment  of residential  units and upgrade of services offered to tenants.
Such improvements are partially  achieved through higher  maintenance  standards
that  require  additional  personnel  and  maintenance  expenditures.  Increased
personnel  expenses  can also be  attributed  to  on-site  personnel  performing
certain  maintenance  procedures  that  were  formerly  contracted  to  vendors.
Property management fees increased due to the increase in the rental receipts at
the properties, which are the basis for computing such fees.

<PAGE>

Expenses  for  property  taxes,  repairs and  maintenance,  utilities  and other
property  operating  expenses decreased in 1994 compared to 1993 due to the sale
of Ridgewood Park Apartments in 1993.  These expenses for 1994 showed only minor
variances from 1993 after elimination of the effect of Ridgewood Park Apartments
on the 1993 amounts.

General and administrative expenses decreased $65,668 or 45% in 1994 compared to
1993. This decrease is due to savings the Partnership achieved through a new tax
processing and reporting system and a reduction in legal and professional  fees.
General and administrative  expenses paid to affiliates decreased $81,498 or 19%
in 1994 compared to 1993 due to  elimination  of the Fixed MID effective July 1,
1993. Fixed MID for 1993 totaled $71,182. Cost reimbursements paid to McREMI are
based upon the number of properties  owned by the  Partnership.  These  expenses
decreased $10,316 due to the sale of Ridgewood Park Apartments in 1993.

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

During  the  three  year  period  ended  December  31,  1995,  the   Partnership
experienced  losses  totaling  $1,258,532.  However,  during the same three year
period,  the  Partnership  generated  $4,515,549  of cash  flow  from  operating
activities.  Cash flow from operations  decreased $679,504 to $1,627,898 in 1995
compared to 1994. The largest factor in the decrease was a $725,523  increase in
cash paid to affiliates.  At the beginning of 1994, the General  Partner decided
not  to  collect  administrative   reimbursements  or  MID  payments  until  the
Partnership's cash position  improved.  The cash position of the Partnership did
improve  during  the  course  of 1994 to the  point  that  the  General  Partner
determined to resume  payment of  administrative  reimbursements  in early 1995.
Therefore,   cash   paid  to   affiliates   in  1995   includes   administrative
reimbursements  accrued  for 1995 and 1994.  For  1995,  MID  payments  remained
suspended.

The  $725,523  increase in cash paid to  affiliates  was  partially  offset by a
$311,465 or 3.5% increase in cash received from tenants.  Approximately  half of
the increased cash flow  originated at Embarcadero  Club  Apartments.  Increased
rental   receipts  have  been   particularly   noteworthy,   given  the  capital
improvements made at the suburban Atlanta property over the past three years. To
a lesser  extent,  Country  Hills Plaza and Redwood  Plaza,  Tanglewood  Village
Apartments and Thunder Hollow Apartments also reported  increased  receipts from
tenants.

The  Partnership  invested  $1.74  million in capital  improvements  in 1995, in
addition  to the $1.17  million  and $1.31  million  invested  in 1994 and 1993,
respectively.  The  Partnership  has budgeted an  additional  $1.07  million for
capital   improvements  and  recurring   replacements  in  1996.  In  1993,  the
Partnership  realized  $290,152  from the sale of  Ridgewood  Apartments,  after
repayment  of the  Ridgewood  Park  mortgage  loan.  No  additional  Partnership
properties are currently being marketed for sale.

In March 1995, the Partnership  refinanced  Windrock Apartments in a transaction
that yielded  approximately  $824,000 of financing  proceeds to the Partnership,
after funding the required  escrows and paying deferred  borrowing costs related
to the financing. The Partnership's next mortgage balloon payment does not occur
until 2002.

In 1993,  the  Partnership  paid  Contingent  MID to the General  Partner in the
amount of  $571,879.  For 1994 and 1995,  the General  Partner  elected to defer
receipt of the Contingent MID payments until such time as the Partnership's cash
position  improves.  The  Contingent  MID deferred for 1994 and 1995 amounted to
$573,908 and $601,583, respectively.

<PAGE>

Short-term liquidity:

The Partnership expended  considerable  resources during the past three 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
past three years have enabled the  Partnership  to increase its rental  revenues
and reduce certain of its repairs and maintenance expenses.  The Partnership has
budgeted an  additional  $1.07 million of capital  improvements  for 1996, to be
funded from property operations and cash reserves.

At  December  31,  1995,  the  Partnership  held  cash and cash  equivalents  of
$1,417,948.  The General  Partner  considers  this level of cash  reserves to be
adequate  to  meet  the  Partnership's  operating  needs.  The  General  Partner
anticipates  resuming MID payments if the Partnership's  properties  continue to
perform as projected.  The General Partner believes that  anticipated  operating
results for 1996 will be sufficient to fund the  Partnership's  budgeted capital
improvements  for 1996 and to repay the  current  portion  of the  Partnership's
mortgage notes.

The General  Partner has  established a revolving  credit facility not to exceed
$5,000,000 in the aggregate  which is available on a "first-come,  first-served"
basis to the Partnership and other affiliated partnerships if certain conditions
are met. Borrowings under the facility may be used to fund deferred maintenance,
refinancing  obligations and working  capital needs.  There is no assurance that
the  Partnership  will be able to  receive  funds from the  facility  because no
amount will be reserved for any particular partnership. As of December 31, 1995,
$2,662,819  was available  from the facility.  However,  additional  funds could
become available as other partnerships repay borrowings.  This commitment by the
General Partner will terminate on September 20, 1996.

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 $4.2 million of capital
improvements  made by the  Partnership  during the past  three  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 such  improvements  are  expected  to
increase the competitiveness or marketability of the Partnership's properties.

As an additional  source of liquidity,  the General  Partner may attempt to sell
Partnership  properties judged to be mature considering the circumstances of the
market where the properties are located,  as well as the Partnership's  need for
liquidity.  However, there can be no guarantee that the Partnership will be able
to sell any of its  properties  for an amount  sufficient  to retire the related
mortgage note and still provide cash proceeds to the  Partnership,  or that such
cash  proceeds  could be  timed to  coincide  with  the  liquidity  needs of the
Partnership.  In this regard,  the Partnership sold Ridgewood Park Apartments in
Virginia Beach, Virginia in 1993. Currently no Partnership  properties are being
marketed for sale.


<PAGE>

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 three year period ended
December 31, 1995, ($3,312), ($3,008) and ($6,266),  respectively, was allocated
to the General Partner. The limited partners received allocations of net loss of
($327,864),  ($297,752)  and ($620,330) for the three year period ended December
31, 1995, 1994 and 1993, respectively.

Distributions  to  Unit  holders  have  been  suspended  since  1986  as part of
management's policy of maintaining adequate cash reserves. Distributions to Unit
holders will remain  suspended for the foreseeable  future.  The General Partner
will  continue to monitor the cash  reserves  and working  capital  needs of the
Partnership to determine when cash flows will support  distributions to the Unit
holders.  The Partnership  paid $571,879 of Contingent MID  distributions to the
General Partner during 1993. No Contingent MID was paid during 1994 and 1995 due
to the General Partner's  decision to defer payment of Contingent MID until such
time as the Partnership's cash position is improved. The Partnership anticipates
resuming MID payments during 1996 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.........                19

   Balance Sheets at December 31, 1995 and 1994.....                20

   Statements of Operations for each of the three
      years in the period ended December 31, 1995...                21

   Statements of Partners' Equity (Deficit) for 
      each of the three years in the period ended 
      December 31, 1995.............................                22

   Statements of Cash Flows for each of the three
      years in the period ended December 31, 1995...                23

   Notes to Financial Statements....................                25

   Financial Statement Schedule:

      Schedule III - Real Estate Investments and
         Accumulated Depreciation and Amortization..                38


</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, 1995 and 1994, and
the related statements of operations,  partners' equity (deficit) and cash flows
for each of the  three  years in the  period  ended  December  31,  1995.  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, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, 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 6, 1996


<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                       -----------------------------------
                                                                            1995                  1994
                                                                       --------------       --------------
ASSETS
------
   <S>                                                                 <C>                  <C>           
Real estate investments:
   Land.....................................................           $     6,833,471      $    6,833,471
   Building and improvements................................                45,953,575          44,237,251
                                                                        --------------       -------------
                                                                            52,787,046          51,070,722
   Less:  Accumulated depreciation and amortization.........               (21,836,162)        (19,674,640)
                                                                        --------------       -------------
                                                                            30,950,884          31,396,082

Cash and cash equivalents...................................                 1,417,948           1,045,158
Cash segregated for security deposits.......................                   370,097             372,157
Accounts receivable.........................................                   350,823             394,285
Prepaid expenses and other assets...........................                   200,574             230,521
Escrow deposits.............................................                   844,622             655,767
Deferred borrowing costs, net of accumulated
   amortization of $250,597 and $170,822 at
   December 31, 1995 and 1994, respectively.................                 1,140,395           1,120,896
                                                                        --------------       -------------

                                                                       $    35,275,343      $   35,214,866
                                                                        ==============       =============

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

Mortgage notes payable, net.................................           $    27,871,969      $   27,161,556
Accounts payable............................................                   166,434             155,071
Accrued property taxes......................................                   100,877              84,880
Accrued interest............................................                   201,267             203,282
Other accrued expenses......................................                    79,725              81,605
Payable to affiliates - General Partner.....................                 1,255,290             991,530
Security deposits and deferred rental revenue...............                   380,367             384,769
                                                                        --------------       -------------
                                                                            30,055,929          29,062,693
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited  partners - 100,000  limited  partnership  
     units  authorized;  86,534 limited partnership 
     units issued and outstanding at December 31,
     1995 and 1994..........................................                 7,766,250           8,094,114
   General Partner..........................................                (2,546,836)         (1,941,941)
                                                                        --------------       -------------
                                                                             5,219,414           6,152,173
                                                                        --------------       -------------

                                                                       $    35,275,343      $   35,214,866
                                                                        ==============       =============
</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,
                                                   ----------------------------------------------------
                                                        1995               1994               1993
                                                   --------------     --------------    ---------------
   <S>                                                <C>                <C>               <C>            
Revenue:
   Rental revenue..........................        $    9,188,439     $    8,899,488    $     8,881,991
   Interest................................               122,184             37,149             29,272
   Gain on legal settlement................                39,841                  -                  -
   Gain on involuntary conversion..........                     -             51,588                  -
   Gain on disposition of real estate......                     -                  -            627,902
                                                    -------------      -------------     --------------
     Total revenue.........................             9,350,464          8,988,225          9,539,165
                                                    -------------      -------------     --------------

Expenses:
   Interest................................             2,694,731          2,720,260          3,240,023
   Depreciation and amortization...........             2,171,607          1,990,895          1,882,342
   Property taxes..........................               719,183            711,473            740,008
   Personnel expenses......................               984,852            964,656            971,186
   Repairs and maintenance.................             1,038,206            996,159          1,105,212
   Utilities...............................               469,550            479,218            580,063
   Property management fees -
     affiliates............................               456,139            441,082            444,682
   Other property operating expenses.......               579,641            557,110            626,947
   General and administrative..............               195,036             81,805            147,473
   General and administrative -
     affiliates............................               372,695            346,327            427,825
                                                    -------------      -------------     --------------
     Total expenses........................             9,681,640          9,288,985         10,165,761
                                                    -------------      -------------     --------------

Net loss...................................        $     (331,176)    $     (300,760)   $      (626,596)
                                                    =============      =============     ==============

Net loss allocated to limited
   partners................................        $     (327,864)    $     (297,752)   $      (620,330)
Net loss allocated to General
   Partner.................................                (3,312)            (3,008)            (6,266)
                                                    -------------      -------------     --------------

Net loss...................................        $     (331,176)    $     (300,760)   $      (626,596)
                                                    =============      =============     ==============

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

</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, 1995, 1994 and 1993


<TABLE>
<CAPTION>
                                                                                                    Total
                                                                                                   Partners'
                                                     General                 Limited                Equity
                                                     Partner                 Partners              (Deficit)
                                                 ----------------       ----------------       ---------------
<S>                                              <C>                    <C>                    <C>            
Balance at December 31, 1992..............       $      (886,749)       $      9,012,196       $     8,125,447

Net loss..................................                (6,266)               (620,330)             (626,596)

Contingent Management Incentive
   Distribution...........................              (472,010)                      -              (472,010)
                                                  --------------          --------------        --------------

Balance at December 31, 1993..............            (1,365,025)              8,391,866             7,026,841

Net loss..................................                (3,008)               (297,752)             (300,760)

Contingent Management Incentive
   Distribution...........................              (573,908)                      -              (573,908)
                                                  --------------          --------------        --------------

Balance at December 31, 1994..............            (1,941,941)              8,094,114             6,152,173

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

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

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

</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,
                                                   ----------------------------------------------------
                                                         1995               1994               1993
                                                   ---------------    ---------------   ---------------
<S>                                                <C>                <C>               <C>            
 Cash flows from operating activities:
   Cash received from tenants..............        $    9,215,001     $    8,903,536    $     8,730,793
   Cash paid to suppliers..................            (3,400,938)        (2,983,226)        (3,343,526)
   Cash paid to affiliates.................            (1,166,657)          (441,134)          (938,615)
   Interest received.......................               122,184             37,149             29,272
   Interest paid...........................            (2,477,133)        (2,516,551)        (3,100,661)
   Property taxes paid.....................              (704,400)          (692,372)          (797,014)
   Cash received from legal
     settlement............................                39,841                  -                  -
                                                    -------------      -------------     --------------
Net cash provided by operating
     activities............................             1,627,898          2,307,402            580,249
                                                    -------------      -------------     --------------

Cash flows from investing activities:
   Additions to real estate
     investments...........................            (1,743,497)        (1,166,250)        (1,309,934)
   Net proceeds from sale of real
     estate investment.....................                     -                  -          4,483,152
   Insurance proceeds from gain on
     involuntary conversion................                17,088             79,467                  -
                                                    -------------      -------------     --------------
Net cash provided by (used in)
     investing activities..................            (1,726,409)        (1,086,783)         3,173,218
                                                    -------------      -------------     --------------

Cash flows from financing activities:
   Principal payments on mortgage
     notes payable.........................              (536,941)          (494,746)          (358,559)
   Deferred borrowing costs paid...........              (107,525)           (12,065)          (919,231)
   Retirement of mortgage note due
     to sale of real estate investment.....                     -                  -         (4,193,000)
   Net proceeds from refinancing of
     mortgage notes payable................             1,115,767                  -          1,808,095
   Contingent Management
     Incentive Distribution................                     -                  -           (571,879)
                                                    -------------      -------------     --------------
Net cash provided by (used in)
      financing activities.................               471,301           (506,811)        (4,234,574)
                                                    -------------      -------------     --------------

Net increase (decrease) in cash
     and cash equivalents..................               372,790            713,808           (481,107)

Cash and cash equivalents at
     beginning of year.....................             1,045,158            331,350            812,457
                                                    -------------      -------------     --------------

Cash and cash equivalents at end
     of year...............................        $    1,417,948     $    1,045,158    $       331,350
                                                    =============      =============     ==============
</TABLE>


                 See accompanying notes to financial statements.


<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF CASH FLOWS

     Reconciliation of Net Loss to Net Cash Provided by Operating Activities

<TABLE>
<CAPTION>
                                                            For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1995                1994               1993
                                                   ---------------    ---------------   ---------------
<S>                                                <C>                <C>               <C>            
Net loss...................................        $     (331,176)    $     (300,760)   $     (626,596)
                                                    -------------      -------------     -------------
Adjustments to reconcile net loss
   to net cash provided by operating
   activities:
   Depreciation and amortization...........             2,171,607          1,990,895          1,882,342
   Amortization of deferred
     borrowing costs.......................                88,026             71,255             82,547
   Amortization of discounts on
     mortgage notes payable................               131,587            136,037            119,506
   Gain on disposition of real estate......                     -                  -           (627,902)
   Gain on involuntary
     conversion............................                     -            (51,588)                 -
   Changes in assets and liabilities:
     Cash segregated for security
       deposits............................                 2,060             10,172            (66,720)
     Accounts receivable...................                43,462             13,906              2,366
     Prepaid expenses and other
       assets..............................                29,947             26,897            (27,073)
     Escrow deposits.......................              (188,855)            50,534            (85,977)
     Accounts payable......................                11,363            (20,014)            12,590
     Accrued property taxes................                15,997              6,810              3,114
     Accrued interest......................                (2,015)            (3,583)           (62,689)
     Other accrued expenses................                (1,880)            10,350             31,413
     Payable to affiliates - General
       Partner.............................              (337,823)           346,275            (66,107)
     Security deposits and deferred
       rental revenue......................                (4,402)            20,216              9,435
                                                    -------------      -------------     --------------
         Total adjustments.................             1,959,074          2,608,162          1,206,845
                                                    -------------      -------------     --------------

Net cash provided by operating
     activities............................        $    1,627,898     $    2,307,402    $       580,249
                                                    =============      =============     ==============
</TABLE>









                 See accompanying notes to financial statements.


<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1995

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 partnership  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 700,
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, 1995,  the  Partnership
owned seven  income-producing  properties  as  described in Note 4 - Real Estate
Investments.

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.

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 below.  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.

<TABLE>
<CAPTION>
                                                                     % of Ownership Interest
     Tier Partnership                                            Partnership       General Partner
     ----------------                                            -----------       ---------------
       <S>                                                           <C>                  <C>
     Limited partnerships:
       Tanglewood Fund XIV Associates, L.P. (b)...........            99                   1
       Thunder Hollow Fund XIV Limited
         Partnership (a) (b)..............................           100                   -
       Windrock Fund XIV, L.P. (a) (c)....................           100                   -

     General partnerships:
       Embarcadero Associates (b).........................            99                   1
</TABLE>


<PAGE>

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

(b)  Included in the financial statements for the years ended December 31, 1995,
     1994 and 1993.

(c)  Included in the financial statements for the year ended December 31, 1995.

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

Real  estate  investments  are  generally  stated  at the  lower  of cost or net
realizable value.  Real estate  investments are monitored on an ongoing basis to
determine if the property has sustained a permanent impairment in value. At such
time,  a  write-down  is recorded to reduce the basis of the property to its net
realizable  value. A permanent  impairment is determined to have occurred when a
decline in property  value is considered to be other than  temporary  based upon
management's  expectations  with respect to projected  cash flows and prevailing
economic conditions.

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

In March 1995,  the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of." This statement
requires that long-lived assets and certain identifiable  intangibles to be held
and used by an entity be reviewed for impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  This  statement is effective for financial  statements  for fiscal
years  beginning  after December 15, 1995. The  Partnership  has not adopted the
principles  of this  statement  within the  accompanying  financial  statements;
however,  it is not anticipated that adoption will have a material effect on the
carrying value of the Partnership's long-lived assets.

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.


<PAGE>
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 in 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 in 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.

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
contingent portion of the Management Incentive  Distribution 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 1995, 1994 and 1993 have been made
in accordance with these provisions.

<PAGE>
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 contingent portion
     of the Management  Incentive  Distribution (see Note 2 - "Transactions with
     Affiliates"); and

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

No  distributions  were paid to the limited  partners in 1995, 1994 or 1993. The
Partnership  accrued  distributions  of $601,583,  $573,908 and $472,010 for the
benefit of the General  Partner  for the  contingent  portion of the  Management
Incentive Distribution in 1995, 1994 and 1993, respectively.

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 1995 and 1994, and 86,554 Units outstanding in 1993.

Reclassifications
-----------------

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

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 a
Management  Incentive  Distribution  ("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

<PAGE>
tangible  asset value.  The property  tangible  asset value is then added to the
book value of all other assets  excluding  intangible  assets.  Prior to July 1,
1993,  the MID  consisted of two  components:  (i) the fixed  portion  which was
payable  without  respect to the net income of the  Partnership and was equal to
25% of the maximum MID (the "Fixed MID") and (ii) a contingent portion which was
payable only to the extent of the lesser of the Partnership's  excess cash flow,
as defined,  or net operating income (the "Entitlement  Amount") and is equal to
up to 75% of the maximum MID (the "Contingent MID").

Effective  July 1, 1993,  the General  Partner  amended the Amended  Partnership
Agreement as a settlement to a class action complaint. This amendment eliminated
the Fixed MID and made the entire MID  payable to the extent of the  Entitlement
Amount.  In all other respects,  the calculation and payment of the MID remained
the same.

Fixed MID was payable in Units unless the Entitlement Amount exceeded the amount
necessary to pay the  Contingent  MID, in which case,  at the General  Partner's
option,  the Fixed MID was paid in cash to the extent of such  excess.  Prior to
its  elimination  in June 1993, a Fixed MID payment in the amount of $71,182 was
made to the General Partner.

Contingent MID will be paid to the extent of 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. In 1993, the Partnership paid Contingent MID
to the General Partner in the amount of $571,879. No payments for Contingent MID
were made during 1994 or 1995 because the General  Partner  elected to defer MID
payments until the Partnership's cash position improves.

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
Entitlement  Amount which determines the amount of Contingent MID earned and the
amount of Fixed MID payable in cash. 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 1993, 1994 or 1995 as the Entitlement  Amount was
sufficient  to  pay  Contingent  MID   notwithstanding   the  amendment  of  the
capitalization policy.

Any  amount  of the 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 Fixed MID was treated as a fee
payable to the General  Partner by the Partnership  for services  rendered.  The
Contingent  MID  represents  a return  of  equity  to the  General  Partner  for
increasing cash flow, as defined, and accordingly is treated as a distribution.


<PAGE>

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

<TABLE>
<CAPTION>

                                                            For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                        1995               1994               1993
                                                   --------------     --------------    ---------------
<S>                                                <C>                <C>               <C>            
Property management fees -
   affiliates..............................        $      456,139     $      441,082    $       444,682
Charged to general and
   administrative - affiliates:
   Partnership administration..............               372,695            346,327            356,643
   Fixed Management Incentive
     Distribution..........................                     -                  -             71,182
                                                    -------------      -------------     --------------

                                                   $      828,834     $      787,409    $       872,507
                                                    =============      =============     ==============

Charged to General Partner's deficit:
   Contingent Management Incentive
     Distribution                                  $      601,583     $      573,908    $       472,010
                                                    =============      =============     ==============
</TABLE>

Payable to  affiliates - General  Partner at December 31, 1995 and 1994 consists
of reimbursable costs,  property management fees and Contingent MID that are due
and payable from current operations.

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 $1,331,413,  $873,565
and $33,231 in 1995, 1994 and 1993, respectively.


<PAGE>

NOTE 4 - REAL ESTATE INVESTMENTS
--------------------------------

The  basis  and  accumulated  depreciation  of  the  Partnership's  real  estate
investments at December 31, 1995 and 1994 are set forth in the following tables:

<TABLE>
<CAPTION>
                                                   Buildings and         Accumulated           Net Book
       1995                         Land           Improvements          Depreciation            Value
       ----                    --------------      --------------      ---------------     --------------
<S>                            <C>                <C>                  <C>                 <C>           
Country Hills Plaza
   Ogden, UT                   $      767,662     $     5,457,141      $   (2,278,024)     $    3,946,779
Embarcadero Club
   College Park, GA                 1,216,712          12,161,392          (6,216,068)          7,162,036
Midvale Plaza
   Midvale, UT                        783,169           2,772,471          (1,336,058)          2,219,582
Redwood Plaza
   Salt Lake City, UT                 618,812           2,460,573          (1,098,630)          1,980,755
Tanglewood Village
   Carson City, NV                    705,859           4,831,955          (2,130,987)          3,406,827
Thunder Hollow
   Bensalem Township, PA            1,837,539          12,670,168          (6,154,540)          8,353,167
Windrock
   El Paso, TX                        903,718           5,599,875          (2,621,855)          3,881,738
                                -------------       -------------       -------------       -------------
                               $    6,833,471      $   45,953,575      $  (21,836,162)     $   30,950,884
                                =============       =============       =============       =============


                                                   Buildings and         Accumulated          Net Book
       1994                         Land           Improvements          Depreciation           Value
       ----                    --------------      --------------      --------------      --------------

Country Hills Plaza            $      767,662      $    5,300,904      $   (2,063,184)     $    4,005,382
Embarcadero Club                    1,216,712          11,902,589          (5,649,515)          7,469,786
Midvale Plaza                         783,169           2,739,409          (1,220,276)          2,302,302
Redwood Plaza                         618,812           2,357,577            (966,546)          2,009,843
Tanglewood Village                    705,859           4,646,636          (1,881,198)          3,471,297
Thunder Hollow                      1,837,539          12,021,468          (5,552,918)          8,306,089
Windrock                              903,718           5,268,668          (2,341,003)          3,831,383
                                -------------       -------------       -------------       -------------
                               $    6,833,471      $   44,237,251      $  (19,674,640)     $   31,396,082
                                =============       =============       =============       =============

</TABLE>

During the fourth  quarter of 1992, the General  Partner  placed  Ridgewood Park
Apartments on the market for sale.  Ridgewood  Park  Apartments was sold on June
15, 1993 (see Note 6 - "Disposition of Property").


<PAGE>

The Partnership  leases its commercial  properties under various  non-cancelable
operating leases.  Future minimum rents to be received for commercial properties
as of December 31, 1995, are as follows:

<TABLE>
<CAPTION>

       <S>                                                    <C>        
       1996 ...........................................       $ 1,539,000
       1997 ...........................................         1,420,000
       1998 ...........................................         1,318,000
       1999 ...........................................         1,224,000
       2000 ...........................................         1,179,000
       Thereafter .....................................         7,205,000
                                                               ----------
                                                              $13,885,000
                                                               ==========
</TABLE>

Future minimum rents do not include  contingent rentals based on sales volume of
tenants.  Contingent rents amounted to $3,489, $45,121 and $30,816 for the years
ended December 31, 1995, 1994 and 1993, respectively.  Future minimum rents also
do not include  expense  reimbursements  for common area  maintenance,  property
taxes, and other expenses.  These expense  reimbursements  amounted to $370,814,
$318,587  and $311,298  for the years ended  December  31, 1995,  1994 and 1993,
respectively.

The  Partnership's  real estate  investments 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, 1995 and 1994. All mortgage notes are secured by real estate investments:

<TABLE>
<CAPTION>

                         Mortgage           Annual       Monthly
                         Lien               Interest     Payments/                      December 31,
Property                 Position    (a)    Rates %      Maturity Date (e)          1995                1994
--------                 ---------------    -------    ----------------------  --------------    ----------------
<S>                      <C>                  <C>      <C>           <C>       <C>               <C>            
Country Hills Plaza      First                9.000    $   24,742    07/04 (e) $    2,344,625    $     2,426,470
                         Discount (b)                                                (465,535)          (515,620)
                                                                                -------------     --------------
                                                                                    1,879,090          1,910,850
                                                                                -------------     --------------

Embarcadero Club         First (c)            7.875        57,280    12/23          7,759,181          7,832,352
                                                                                -------------     --------------

Midvale Plaza            First                9.500        20,589    09/06          1,660,294          1,745,200
                         Discount (b)                                                (305,017)          (339,703)
                                                                                -------------     --------------
                                                                                    1,355,277          1,405,497
                                                                                -------------     --------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                         Mortgage           Annual        Monthly
                         Lien               Interest      Payments/                      December 31,
Property                 Position  (a)      Rates %       Maturity Date (e)         1995                1994
--------                 -------------      --------      -----------------    --------------    ---------------
<S>                      <C>                  <C>      <C>           <C>       <C>               <C>            
Redwood Plaza            First                9.875       $14,660    06/06     $    1,147,137    $     1,206,551
                         Discount (b)                                                (191,950)          (214,359)
                                                                                -------------     --------------
                                                                                      955,187            992,192
                                                                                -------------     --------------

Tanglewood Village       First (c)            6.750        20,176    11/18          2,815,481          2,865,689
                                                                                -------------     --------------

Thunder Hollow           First (c)            8.150        82,131    07/03 (e)      9,911,243         10,081,354
                         Discount (b)                                                (239,357)          (263,764)
                                                                                -------------     --------------
                                                                                    9,671,886          9,817,590
                                                                                -------------     --------------

Windrock                 First (c)            9.440        28,859    04/02 (e)      3,435,867                  -
                         First (c)           13.250        22,517    03/95                  -          1,897,386
                         Second (c)          12.000         4,400(d) 03/95                  -            440,000
                                                                                -------------     --------------
                                                                                    3,435,867          2,337,386
                                                                                -------------     --------------

                                                                               $   27,871,969    $    27,161,556
                                                                                =============     ==============
</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)    See Note 7 - "Refinancing of Mortgage Notes."

(d)    These payments were for interest only.

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

<TABLE>
<CAPTION>

       Property                         Balloon Payment          Date
       ----------------                 ---------------          -----
       <S>                                <C>                    <C>  
       Windrock (First)                   $3,249,832             04/02
       Thunder Hollow                      8,080,794             07/03
       Country Hills                       1,253,951             07/04
</TABLE>


<PAGE>

Scheduled principal  maturities of the mortgage notes under existing agreements,
before consideration of discounts of $1,201,859, are as follows:

<TABLE>
<CAPTION>

       <S>                                          <C>        
       1996 ...............................         $   588,898
       1997 ...............................             641,320
       1998 ...............................             698,580
       1999 ...............................             761,011
       2000 ...............................             829,088
       Thereafter .........................          25,554,931
                                                     ----------
                                                    $29,073,828
                                                     ==========
</TABLE>


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  $28,470,000 at December
31, 1995.

NOTE 6 - DISPOSITION OF PROPERTY
--------------------------------

On June  15,  1993,  the  Partnership  sold its  investment  in  Ridgewood  Park
Apartments to an unaffiliated  buyer for a cash sales price of $4,433,000.  In a
separate transaction, the Partnership received $50,392 from the City of Virginia
Beach as  compensation  for the granting of an easement across the land on which
Ridgewood Park Apartments is located. Cash proceeds from these two transactions,
as well as the gain on sale of Ridgewood Park Apartments is detailed below.

<TABLE>
<CAPTION>
                                                            Gain on Sale        Cash Proceeds
                                                            ------------        -------------
       <S>                                                  <C>                 <C>        
       Sales Price ....................................     $ 4,433,000         $ 4,433,000
       Condemnation proceeds ..........................          50,392              50,392
       Selling costs ..................................            (240)               (240)
       Basis of real estate sold ......................      (3,855,250)                  -
                                                             ----------

       Gain on sale ...................................     $   627,902
                                                             ==========          ----------
       Proceeds from sale of real estate investment ...                           4,483,152
       Retirement of mortgage note taken "subject to" .                          (4,193,000)
                                                                                 ----------

       Net cash proceeds ..............................                         $   290,152
                                                                                 ==========

</TABLE>


<PAGE>

NOTE 7 - REFINANCING OF MORTGAGE NOTES
--------------------------------------

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 are as follows:

<TABLE>
<CAPTION>

       <S>                                                        <C>        
       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
                                                                   ==========
</TABLE>

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.

On June 24, 1993, the General Partner refinanced a portfolio of properties via a
Real Estate Mortgage Investment Conduit ("REMIC"). This REMIC consists of a pool
of properties from various partnerships affiliated with the General Partner. One
of the Partnership's properties,  Thunder Hollow Apartments, was included in the
REMIC.  The  properties  in  the  REMIC  are  not  cross-collateralized   across
partnerships.  The new mortgage  note,  in the amount of  $10,300,000,  bears an
interest rate of 8.15% discounted to yield an effective  interest rate of 8.62%.
The new mortgage  note matures in July 2003.  Following is a summary of the cash
proceeds relating to the refinancing:

<TABLE>
<CAPTION>

       <S>                                                        <C>        
       New loan proceeds .....................................    $10,300,000
       Existing debt retired .................................     (8,456,569)
       Mortgage discount .....................................       (299,304)
                                                                   ----------

       Cash proceeds from refinancing ........................    $ 1,544,127
                                                                   ==========
</TABLE>

The  Partnership  incurred  $698,718 of deferred  borrowing costs related to the
refinancing.   The  Partnership  was  also  required  to  use  $134,793  of  the
refinancing proceeds to fund various escrow accounts for the payment of property
taxes, hazard insurance and recurring replacements.


<PAGE>

On October 18, 1993,  the General  Partner  refinanced  the  Tanglewood  Village
mortgage  note.  The new mortgage  note, in the amount of  $2,916,400,  bears an
interest rate of 6.75%. The new mortgage note matures in November 2018.
Following is a summary of the cash proceeds relating to the refinancing:

<TABLE>
<CAPTION>

       <S>                                                        <C>        
       New loan proceeds .....................................    $ 2,916,400
       Existing debt retired .................................     (2,813,562)
                                                                   ----------

       Cash proceeds from refinancing ........................    $   102,838
                                                                   ==========
</TABLE>


The  Partnership  incurred  $118,113 of deferred  borrowing costs related to the
refinancing.

On November 30, 1993, the  Partnership  and the  Embarcadero  Club mortgage note
holder  modified the terms of the  Embarcadero  Club mortgage note by increasing
the principal  balance of the mortgage note $161,130 to  $7,900,000,  decreasing
the interest rate to 7.875% from 10.00% and  decreasing the monthly debt service
payments to $57,280 from $67,914.  As a result of the modification,  the default
that had existed on the  Embarcadero  Club  mortgage note since July 1, 1993 was
removed.  The  Embarcadero  Club mortgage note may not be prepaid in whole or in
part  before  December 1, 1998  except  with the prior  written  approval of the
Federal Housing Administration.  In the event of prepayment,  a penalty shall be
charged on the amount of the prepayment, ranging from 5% in the first year after
the modification,  to 1% in the fifth year. The maturity date of the Embarcadero
Club mortgage note, December 1, 2023, was not changed by the modification.

The  Partnership  incurred  $102,400 of deferred  borrowing costs related to the
modification.

NOTE 8 - GAIN ON INVOLUNTARY CONVERSION
---------------------------------------

On January 9, 1994, freezing weather caused $111,835 of damage to Thunder Hollow
Apartments.  The Partnership  received  $94,317 in insurance  reimbursements  to
cover the cost to repair Thunder  Hollow  Apartments.  Insurance  reimbursements
received  in excess of the basis of the  property  damaged  were  recorded  as a
$51,588 gain on involuntary conversion.


<PAGE>

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.

1)   High River Limited Partnership v. McNeil Partners,  L.P., McNeil Investors,
     Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  McNeil Real Estate Fund XXV, L.P.,  Robert A. McNeil and
     Carole J.  McNeil  (L95012) - High River  ("HR")  filed this  action in the
     United States District Court for the Southern  District of New York against
     McNeil Partners,  L.P., McNeil Investors,  Inc. and Mr. and Mrs. McNeil (as
     defined in this  Section 1,  collectively,  the  "Defendants")  requesting,
     among other  things,  names and  addresses  of the limited  partners in the
     partnerships   referenced   above  (as  defined  in  this  Section  1,  the
     "Partnerships"). The District Court issued a preliminary injunction against
     the Partnerships  requiring them to commence mailing materials  relating to
     the HR tender offer on August 14, 1995.

     On August 18, 1995, the Defendants  filed an Answer and  Counterclaim.  The
     Counterclaim  principally  asserts  (1)  the HR  tender  offers  have  been
     undertaken  in violation of the federal  securities  laws,  on the basis of
     material,  non-public,  and confidential  information,  and (2) that the HR
     offer documents omit and/or misrepresent certain material information about
     the HR tender offers.  The  Counterclaim  seeks a preliminary and permanent
     injunction   against  the   continuation  of  the  HR  tender  offers  and,
     alternatively,  ordering  corrective  disclosure  with respect to allegedly
     false and misleading statements contained in the tender offer documents.

     This action was dismissed without prejudice in November 1995.

2)   High River Limited Partnership v. McNeil Partners,  L.P., McNeil Investors,
     Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  McNeil Real Estate Fund XXV, L.P.,  Robert A. McNeil and
     Carole J. McNeil - United States  District Court for the Southern  District
     of New York, (Case No. 95 Civ. 9488) (Second Action).

     On November 7, 1995, High River filed a second  complaint with the District
     Court which alleges, inter alia, that McNeil Partners, L.P.'s (the "General
     Partner")  Schedule  14D-9 filed in  connection  with the High River tender
     offers was materially false and misleading,  in violation of Sections 14(d)
     and 14(e) of the Securities Exchange Act of 1934, 15 U.S.C.  Section 78n(d)
     and (e),  and the SEC  Regulations  promulgated  thereunder;  and that High
     River further  alleges that the General  Partner has wrongfully  refused to
     admit High River as a limited  partner to the ten  partnerships  referenced
     above.  Additionally,  High River purports to assert claims derivatively on
     behalf of McNeil  Real Estate  Fund IX,  Ltd.,  McNeil Real Estate Fund XI,
     Ltd.,  McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XXIV, L.P.


<PAGE>

     and McNeil Real Estate Fund XXV, L.P., for breach of contract and breach of
     fiduciary  duty,  asserting  that the General  Partner  has  charged  these
     partnerships  excessive fees.  High River's  complaint  seeks,  inter alia,
     preliminary  injunctive  relief requiring the General Partner to admit High
     River as a limited partner in each of the ten partnerships referenced above
     and to transfer the tendered units of interest in the  partnerships to High
     River;  an  unspecified  award of  damages  payable  to High  River  and an
     additional   unspecified  award  of  damages  payable  to  certain  of  the
     partnerships;  an order that  defendants  must  discharge  their  fiduciary
     duties and must account for all fees they have received from certain of the
     partnerships; and attorneys' fees.

     On January 31, 1996, this action was dismissed without prejudice.

3)   Robert Lewis v. McNeil Partners,  L.P., McNeil  Investors,  Inc., Robert A.
     McNeil  et al - In the  District  Court of  Dallas  County,  Texas,  A-14th
     Judicial  District,  Cause No. 95-08535 (Class Action) - Plaintiff,  Robert
     Lewis, is a limited partner with McNeil Pacific  Investors Fund 1972, Ltd.,
     McNeil Real Estate Fund X, Ltd. and McNeil Real Estate Fund XV, Ltd.

     Plaintiff  brings  this  action on his own behalf and as a class  action on
     behalf of the class of all  limited  partners of McNeil  Pacific  Investors
     Fund 1972, Ltd.,  McNeil Real Estate Fund V, Ltd.,  McNeil Real Estate Fund
     IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
     Ltd.,  McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd.,
     McNeil Real Estate Fund XX,  L.P.,  McNeil Real Estate Fund XXIV,  L.P. and
     McNeil  Real  Estate  Fund XXV,  Ltd.  (as  defined in this  Section 3, the
     "Partnerships") as of August 4, 1995.

     Plaintiff  alleges that McNeil  Partners,  L.P.,  McNeil  Investors,  Inc.,
     Robert A. McNeil and other  senior  officers (as defined in this Section 3,
     collectively,  the "Defendants")  breached their fiduciary duties by, among
     other things,  (1) failing to attempt to sell the  properties  owned by the
     Partnerships (as defined in this Section 3, the "Properties") and extending
     the lives of the Partnerships  indefinitely,  contrary to the Partnerships'
     business plans, (2) paying  distributions to themselves and generating fees
     for their affiliates, (3) refusing to make significant distributions to the
     class members,  despite the fact that the  Partnerships  have positive cash
     flows and  substantial  cash  balances,  and (4)  failing  to take steps to
     create an auction market for equity interests of the Partnerships,  despite
     the fact that a third party bidder filed  tender  offers for  approximately
     forty-five   percent  (45%)  of  the  outstanding  units  of  each  of  the
     Partnerships.  Plaintiff  also claims that  Defendants  have  breached  the
     partnership  agreements  of the  Partnerships  by  failing to take steps to
     liquidate  the  Properties  and by their  alteration  of the  Partnerships'
     primary  purposes,  their acts in  contravention of these  agreements,  and
     their use of the assets of the  Partnerships  for their own benefit instead
     of for the benefit of the Partnerships.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend this action.



<PAGE>

4)   James F.  Schofield,  Gerald C.  Gillett  and Donna S.  Gillett  v.  McNeil
     Partners,  L.P.,  McNeil Investors,  Inc.,  McNeil Real Estate  Management,
     Inc., Robert A. McNeil,  Carole J. McNeil, McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  McNeil Real Estate Fund XXV, 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) and United States District Court,
     Southern  District of New York, Case No.  95CIV.6711  (Class and Derivative
     Action Complaint)

     These are  corporate/securities  class and  derivative  actions  brought in
     state and federal court by limited partners of each of the nine (9) limited
     partnerships  that are named as  nominal  defendants  as  listed  above (as
     defined in this  Section 4, the  "Partnerships").  Plaintiffs  allege  that
     McNeil Investors,  Inc., its affiliate McNeil Real Estate Management,  Inc.
     and four (4) of their senior officers and/or  directors (as defined in this
     Section 4,  collectively,  the "Defendants")  have breached their fiduciary
     duties.  Specifically,  Plaintiffs  allege that  Defendants have caused the
     Partnerships  to enter  into  several  wasteful  transactions  that have no
     business  purpose or benefit to the  Partnerships  and which have  rendered
     such units highly illiquid and  artificially  depressed the prices that are
     available for units on the limited  resale market.  Plaintiffs  also allege
     that  Defendants  have  engaged  in a course  of  conduct  to  prevent  the
     acquisition of units by Carl Icahn by disseminating  false,  misleading and
     inadequate  information.  Plaintiffs  further allege that  Defendants  have
     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  and,  thereby,  have
     breached the partnership agreements.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend these actions.

5)   Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors,  Inc., Robert
     A. McNeil,  Carole J. McNeil,  McNeil Pacific  Investors  Fund 1972,  Ltd.,
     McNeil Real Estate Fund V, Ltd.,  McNeil Real Estate Fund IX, Ltd.,  McNeil
     Real Estate Fund X, Ltd.,  McNeil  Real Estate Fund XI,  Ltd.,  McNeil Real
     Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
     Fund XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
     XXV,  L.P.  -  Superior  Court of the  State of  California,  County of Los
     Angeles, Case No. BC133849 (Class Action Complaint)

     Plaintiff  brings this class action on behalf of a class of all persons and
     entities who are current owners of units and/or are limited partners in one
     or more of the partnerships referenced above (as defined in this Section 5,
     the "Partnerships").  Plaintiff alleges that McNeil Partners,  L.P., McNeil
     Investors,  Inc., Robert A. McNeil and other senior officers (as defined in
     this  Section  5,  collectively,  the  "Defendants")  have  breached  their
     fiduciary  duties to the class members by, among other  things,  (1) taking
     steps to prevent the  consummation  of the High River  tender  offers,  (2)
     failing to take steps to maximize unitholders' or limited partners' values,
     including  failure to liquidate the properties  owned by the  Partnerships,
     (3) managing the Partnerships so as to extend  indefinitely the present fee
     arrangements,  and (4) paying itself and entities  owned and  controlled by
     the  general  partner  excessive  fees and  reimbursements  of general  and
     administrative expenses.


<PAGE>

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend this action.

6)   Warren Heller v. McNeil Partners,  L.P., McNeil Investors,  Inc., Robert A.
     McNeil,  Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil
     Real Estate Fund V, Ltd.,  McNeil  Real Estate Fund IX,  Ltd.,  McNeil Real
     Estate Fund X, Ltd.,  McNeil Real Estate Fund XI, Ltd.,  McNeil Real Estate
     Fund XIV, Ltd.,  McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund
     XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
     L.P. - Superior  Court of the State of  California,  County of Los Angeles,
     Case No. BC133957 (Class Action Complaint)

     Plaintiff  brings this class action on behalf of a class of all persons and
     entities who are current owners of units and/or are limited partners in one
     or more of the partnerships referenced above (as defined in this Section 6,
     the "Partnerships").  Plaintiff alleges that McNeil Partners,  L.P., McNeil
     Investors,  Inc., Robert A. McNeil and other senior officers (as defined in
     this  Section  6,  collectively,  the  "Defendants")  have  breached  their
     fiduciary  duties to the class members by, among other  things,  (1) taking
     steps to prevent the  consummation  of the High River  tender  offers,  (2)
     failing to take steps to maximize unitholders' or limited partners' values,
     including  failure to liquidate the properties  owned by the  Partnerships,
     (3) managing the Partnerships so as to extend  indefinitely the present fee
     arrangements,  and (4) paying itself and entities  owned and  controlled by
     the  general  partner  excessive  fees and  reimbursements  of general  and
     administrative expenses.

     The Defendants deny that there is any merit to Plaintiff's  allegations and
     intend to vigorously defend this action.

7)   HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young,  BDO Seidman et
     al (Case #92-06560-A). This suit was filed on behalf of the Partnership and
     other affiliated  partnerships  (the "Affiliated  Partnerships") on May 26,
     1992, in the 14th Judicial  District Court of Dallas  County.  The petition
     sought recovery against the Partnership's former auditors, BDO Seidman, for
     negligence  and fraud in failing to detect  and/or  report  overcharges  of
     fees/expenses by Southmark, the former general partner. The former auditors
     asserted counterclaims against the Affiliated Partnerships based on alleged
     fraudulent misrepresentations made to the auditors by the former management
     of  the  Affiliated   Partnerships   (Southmark)  in  the  form  of  client
     representation  letters executed and delivered to the auditors by Southmark
     management.  The counterclaims sought recovery of attorneys' fees and costs
     incurred in defending  this  action.  The  original  petition  also alleged
     causes of action  against  certain  former  officers  and  directors of the
     Partnership's  original general partner for breach of fiduciary duty, fraud
     and conspiracy  relating to the improper  assessment and payment of certain
     administrative  fees/expenses.  On January 11, 1994 the allegations against
     the former officers and directors were dismissed.

     The trial court granted summary  judgment in favor of Ernst & Young and BDO
     Seidman  on the  fraud  and  negligence  claims  based  on the  statute  of
     limitations.  The Affiliated  Partnerships appealed the summary judgment to
     the Dallas Court of Appeals.  In August 1995,  the Appeals Court upheld all
     of the summary  judgments  in favor of BDO  Seidman.  In  exchange  for the
     plaintiff's  agreement  not to file any  motions for  rehearing  or further
     appeals,  BDO  Seidman  agreed  that it will not pursue  the  counterclaims
     against the Partnership.


<PAGE>

NOTE 10 - GAIN ON LEGAL SETTLEMENT
----------------------------------

The  Partnership  filed claims with the United States  Bankruptcy  Court for the
Northern  District of Texas,  Dallas Division (the  "Bankruptcy  Court") against
Southmark Corporation ("Southmark"), an affiliate of a previous general partner,
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  settlement  of  litigation of
$39,841.

NOTE 11 - PRO FORMA DISCLOSURE (UNAUDITED)
------------------------------------------

The  following  pro forma  information  for the year  ended  December  31,  1993
reflects  the  results  of  operations  of the  Partnership  as if the  sale  of
Ridgewood  Park  Apartments  had  occurred as of January 1, 1993.  The pro forma
information  is not  necessarily  indicative of the results of  operations  that
actually  would have  occurred  or those which might be expected to occur in the
future.

<TABLE>
<CAPTION>

       <S>                                                       <C>        
       Total revenues ........................................   $ 8,423,092
       Loss before extraordinary items .......................    (1,117,365)
       Net loss ..............................................    (1,117,365)
       Net loss per limited partnership unit .................        (12.78)

</TABLE>


<PAGE>

                        McNEIL REAL ESTATE FUND XIV, LTD.
                                  SCHEDULE III
      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1995
<TABLE>
<CAPTION>

                                                                                  Cumulative           Costs
                                                       Initial Cost (b)            Write-down       Capitalized
                          Related (b)                         Buildings and     and Permanent       Subsequent
Description               Encumbrances         Land           Improvements        Impairment       To Acquisition
-----------               ---------------    -------------    ---------------   -------------      --------------
APARTMENTS:
<S>                        <C>               <C>               <C>                <C>              <C>          
Embarcadero Club
   College Park, GA        $    7,759,181    $    1,216,712    $   10,081,573     $          -     $   2,079,819

Tanglewood Village
   Carson City, NV              2,815,481           705,859         4,004,394                -           827,561

Thunder Hollow
   Bensalem
     Township, PA               9,671,886         1,837,539        10,412,721                -         2,257,447

Windrock
   El Paso, TX                  3,435,867           903,718         4,490,001          (97,632)        1,207,506

COMMERCIAL CENTERS:

Country Hills Plaza
   Ogden, UT                    1,879,090           767,662         3,046,427                -         2,410,714

Midvale Plaza
   Midvale, UT                  1,355,277           783,169         2,533,937                -           238,534

Redwood Plaza
   Salt Lake City, UT             955,187           618,812         1,822,551                -           638,022
                           --------------    --------------    --------------     ------------     -------------

                          $    27,871,969   $     6,833,471   $    36,391,604    $     (97,632)   $    9,659,603
                           ==============    ==============    ==============     ============     =============
</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.










                     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, 1995

<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     $   12,161,392   $     13,378,104    $   (6,216,068)

Tanglewood Village
   Carson City, NV                   705,859          4,831,955          5,537,814        (2,130,987)

Thunder Hollow
   Bensalem
     Township, PA                  1,837,539         12,670,168         14,507,707        (6,154,540)

Windrock
   El Paso, TX                       903,718          5,599,875          6,503,593        (2,621,855)

COMMERCIAL CENTERS:

Country Hills Plaza
   Ogden, UT                         767,662          5,457,141          6,224,803        (2,278,024)

Midvale Plaza
   Midvale, UT                       783,169          2,772,471          3,555,640        (1,336,058)

Redwood Plaza
   Salt Lake City, UT                618,812          2,460,573          3,079,385        (1,098,630)
                              --------------     --------------   ----------------     -------------

                             $     6,833,471    $    45,953,575  $      52,787,046    $  (21,836,162)
                              ==============     ==============   ================     =============
</TABLE>


(a)  For Federal income tax purposes,  the properties are depreciated over lives
     ranging from 15-25 years using ACRS or MACRS methods. The aggregate cost of
     real estate  investments for Federal income tax purposes was  approximately
     $53,371,042  and accumulated  depreciation  was $26,169,640 at December 31,
     1995.










                     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, 1995

<TABLE>
<CAPTION>


                                 Date of                    Date                Depreciable
Description                   Construction                Acquired              lives (years)
-----------                   ------------                --------              -------------
APARTMENTS:
<S>                             <C>  <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

COMMERCIAL CENTERS:

Country Hills Plaza
   Ogden, UT                    1979                        06/84                   5-25

Midvale Plaza
   Midvale, UT                  1976                        06/84                   5-25

Redwood Plaza
   Salt Lake City, UT           1976                        06/84                   5-25

</TABLE>











                     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,
                                                   ----------------------------------------------------
                                                       1995               1994                1993
                                                   --------------     -------------     ---------------

Real estate investments:
------------------------
<S>                                                <C>                <C>               <C>            
Balance at beginning of year...............        $   51,070,722     $   49,948,804    $    48,643,644

Improvements...............................             1,743,497          1,166,250          1,305,160 (1)

Replacements...............................               (27,173)           (44,332)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   52,787,046     $   51,070,722    $    49,948,804
                                                    =============      =============     ==============



Accumulated depreciation and amortization:
------------------------------------------

Balance at beginning of year...............        $   19,674,640     $   17,700,198    $    15,914,696

Depreciation and amortization..............             2,171,607          1,990,895          1,785,502 (1)

Replacements...............................               (10,085)           (16,453)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   21,836,162     $   19,674,640    $    17,700,198
                                                    =============      =============     ==============
</TABLE>



(1)    The  improvements  and  depreciation  figures  for  1993  do not  include
       improvements or depreciation  expense incurred in 1993 for Ridgewood Park
       Apartments prior to the sale of Ridgewood Park Apartments in June 1993.


<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,              75       Mr.  McNeil  is also  Chairman  of the Board and  Director  of McNeil  Real
Chairman of the                         Estate  Management,  Inc.  ("McREMI")  which is an affiliate of the General
Board and Director                      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               52       Mrs.  McNeil is  Co-Chairman,  with  husband  Robert A.  McNeil,  of McNeil
Co-Chairman of the                      Investors,  Inc.  Mrs.  McNeil has twenty years of real estate  experience,
Board                                   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>                                                                            
Donald K. Reed,                50       Mr. Reed is  President,  Chief  Executive  Officer  and  Director of  McREMI
Director, President,                    which is an affiliate of the General  Partner.  Prior to joining  McREMI  in
and Chief Executive                     March 1993, Mr. Reed was President,  Chief  Operating  Officer and  Director
Officer                                 of Duddlesten Management Corporation and Duddlesten Realty Advisors,   Inc.,
                                        with   responsibility  for  a  management   portfolio  of  office,   retail,
                                        multi-family  and mixed-use land projects  representing  $2 billion in asset
                                        value.  He was also  Chief  Operating  Officer,  Director  and member of the
                                        Executive Committee of all Duddlesten affiliates.  Mr. Reed started with the
                                        Duddlesten  companies in 1976 and served as Senior Vice  President and Chief
                                        Financial  Officer  and as  Executive  Vice  President  and Chief  Operating
                                        Officer  of  Duddlesten  Management  Corporation  before  his  promotion  to
                                        President  in  1982.  He  was  President  and  Chief  Operating  Officer  of
                                        Duddlesten  Realty  Advisors,  Inc.,  which has been  engaged in real estate
                                        acquisitions, marketing and dispositions, since its formation in 1989.

Ron K. Taylor                  38       Mr.  Taylor  is a Senior  Vice  President  of  McREMI  and has been in  this
Vice President                          capacity since McREMI commenced  active  operations in 1991. He also  serves
                                        as Acting  Chief  Financial  Officer  of McREMI  since the  resignation   of
                                        Robert C. Irvine on January 31, 1996.  Mr. Taylor is primarily   responsible
                                        for Asset Management functions at McREMI,  including property  dispositions,
                                        commercial  leasing,  real estate finance and portfolio   management.  Prior
                                        to joining  McREMI,  Mr. Taylor served as an Executive Vice  President for a
                                        national  syndication/property  management  company.  Mr.  Taylor   has been
                                        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,  1995,  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, 1995. 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.



<PAGE>
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 7,318 (8.46%) of the  Partnership's  Units as of
      February 29, 1996.

(B)   Security ownership of management.

      As of February 29, 1996, 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. Prior to July 1, 1993 the MID consisted of two components: (i) the fixed
portion which was payable  without  respect to the net income of the Partnership
and was equal to 25% of the maximum MID (the "Fixed  MID") and (ii) a contingent
portion which was payable only to the extent of the lesser of the  Partnership's
excess cash flow, as defined, or net operating income (the "Entitlement Amount")
and is equal to up to 75% of the maximum MID (the "Contingent MID").

Effective  July 1, 1993,  the General  Partner  amended the Amended  Partnership
Agreement as a settlement to a class action complaint. This amendment eliminates
the Fixed MID  portion  and makes the  entire  MID  payable to the extent of the
Entitlement  Amount.  In all other respects,  the calculation and payment of the
MID remain the same.

Contingent MID will be paid to the extent of 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, 1995, the
Partnership accrued Contingent MID in the amount of $601,583.


<PAGE>

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, 1995, the  Partnership  paid or accrued  $828,834 in 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.

(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 28, 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)

           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)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

           Exhibit
           Number                           Description
           -------                          -----------
           <S>                              <C>                                                                   
           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)

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

           10.13                            Revolving  Credit  Agreement,  dated
                                            August 6,  1991,     between  McNeil
                                            Partners,    L.P.     and    certain
                                            partnerships,    including       the 
                                            Registrant. (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)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
           Exhibit
           Number                           Description
           -------                          -----------
           <S>                              <C> 
           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
                                            Agreement,  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)

            10.20                           Promissory Note,  dated August   19,
                                            1976,  between Midvale Plaza Company
                                            and Aetna Life Insurance Company.(6)

            10.21                           Promissory Note, dated  May 5, 1978,
                                            between    Price     Country   Hills
                                            Company and   First   Security State 
                                            Bank. (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   Note   1 to 
                                            Financial Statements).
           22.                                                                                 Names Under
                                                                         Jurisdiction of         Which It Is
                                            Name of Subsidiary            Incorporation        Doing Business
                                            ------------------           ---------------       --------------

                                            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

           27.                              Financial Data Schedule for the year
                                            ended December 31, 1995.
</TABLE>

<PAGE>
                  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.

                    (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, 1995.


<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.

<TABLE>
<CAPTION>

                                                   McNEIL REAL ESTATE FUND XIV, LTD.


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

                                                        By: McNeil Investors, Inc., General Partner


<S>                                                <C>                                                              
March 29, 1996                                     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 29, 1996                                    By:  /s/  Donald K. Reed
--------------                                        --------------------------------------------------
Date                                                    Donald K. Reed
                                                        President and Director of McNeil Investors, Inc.



March 29, 1996                                    By:  /s/  Ron K. Taylor
--------------                                        -------------------------------------------------
Date                                                    Ron K. Taylor
                                                        Acting Chief Financial Officer
                                                            of McNeil Investors, Inc.



March 29, 1996                                    By:  /s/  Brandon K. Flaming
--------------                                        -------------------------------------------------
Date                                                    Brandon K. Flaming
                                                        Chief Accounting Officer of McNeil Real Estate
                                                           Management, Inc.


</TABLE>