<PAGE>                                                       
                                  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 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  0-8229
                            --------


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


         California                                          94-6356980
--------------------------------------------------------------------------------
(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 ]

18,118  of the  registrant's  18,223  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 34.





                                TOTAL OF 35 PAGES


<PAGE>
                                     PART I

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

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

McNeil Real Estate Fund V, Ltd. (the  "Partnership") was organized September 12,
1974, 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 General Partner was elected at a
meeting of limited partners on March 26, 1992. Prior to March 26, 1992,  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  September  12,  1974  (the  "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  21,  1975,  a  Registration  Statement  on Form S-11 was  declared
effective by the  Securities  and Exchange  Commission  whereby the  Partnership
offered for sale $20,000,000 of limited  partnership units ("Units").  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 February  16,  1976,  with 18,213  Units sold at $1,000
each, or gross  proceeds of  $18,213,000 to the  Partnership.  In addition,  the
original general partners purchased a total of 10 Units for $10,000.

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, which included Southmark's interest in the Corporate General
Partner, are being sold or liquidated for the benefit of the creditors.

In  accordance  with  Southmark's  reorganization  plan,  Southmark,  McNeil and
various of their affiliates  entered into an asset purchase agreement on October
12, 1990,  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.

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;  (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
property pursuant to an assignment of the existing property management agreement
from the  Southmark  affiliates;  and (d) an affiliate of McNeil  purchased  all
Units owned by the Corporate General Partner or its affiliates.

<PAGE>

On March 26,  1992,  the  limited  partners  approved a  restructuring  proposal
providing for (i) the  replacement of the Corporate  General  Partner and McNeil
with the General  Partner and (ii) the  approval  of a new  property  management
agreement with McREMI, the Partnership's property manager.

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,  $3,325 in
cash,  and  common  and  preferred  stock in the  reorganized  Southmark,  which
represents 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 $1,073,  which  combined with the cash proceeds from  Southmark,
resulted in a gain on legal settlement of $4,398.

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

General:

The Partnership is engaged in real estate  activities,  including the ownership,
operation  and  management  of  residential  real  estate and other real  estate
related assets. At December 31, 1995, the Partnership owned one income-producing
property  as  described  in  Item 2 -  Properties.  See  Item  7 -  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

The  Partnership  does not directly  employ any personnel.  The General  Partner
conducts the business of the  Partnership  directly and through its  affiliates.
Pursuant to the Partnership Agreement,  the Partnership reimbursed affiliates of
the Corporate  General  Partner for such services  rendered.  Since February 14,
1991, the Partnership has been managed by the General Partner. See Item 8 - Note
2 - "Transactions with Affiliates."

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

Business Plan:

On February 5, 1996, the Partnership executed a purchase agreement dated January
23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments
which represents  substantially all of the assets of the Partnership.  The gross
purchase  price  for  Sycamore  Valley  is   $23,300,000,   subject  to  certain
adjustments.  Consummation of the sale is subject to the satisfaction of certain
conditions,  including the approval of the limited  partners of the  Partnership
for  the  sale  of  Sycamore  Valley.  The  Partnership   presently  anticipates
submitting  the sale  and the  subsequent  dissolution  and  termination  of the
Partnership for limited partner approval at a future meeting.

<PAGE>
If the sale of Sycamore Valley is consummated and limited partners approve,  the
General   Partner  will  commence  the   dissolution   and  termination  of  the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will  liquidate  any  remaining  assets,  repay  creditors and authorize
distributions   to  the   limited   partners  of  the   Partnership,   including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such distributions has been determined.

Until such approval is received,  the  Partnership  will continue to preserve or
increase the property's net operating  income  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 property.

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 the
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 its  property.  The  impact  of  these  risks on the
Partnership  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 property.

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 a property having such environmental
problems.  The Partnership has no knowledge of any pending claims or proceedings
regarding such environmental problems.

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 $400 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  2.48% 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.

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

The  following  table  sets  forth the  remaining  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 to a first lien deed of
trust as set forth  more  fully in Item 8 - Note 5 -  "Mortgage  Note  Payable."
During 1992, the Partnership exercised its option to purchase the land. See Item
8 -  Note  4 -  "Real  Estate  Investment"  and  Schedule  III  -  "Real  Estate
Investments and  Accumulated  Depreciation."  In the opinion of management,  the
property is adequately covered by insurance.

<TABLE>
<CAPTION>

                                             Net Basis                           1995          Date
Property              Description           of Property          Debt        Property Tax    Acquired
--------              -----------           -----------      -----------     ------------    --------
<S>                   <C>                  <C>               <C>              <C>            <C>
Sycamore Valley
   Fountain           Apartments
   Valley, CA         440 units            $13,789,030       $11,358,707      $228,306         12/75

</TABLE>

<TABLE>
<CAPTION>

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

                                        1995           1994            1993           1992          1991
                                    -------------  -------------  --------------  -------------  -------
<S>                                       <C>             <C>            <C>            <C>        <C>
Sycamore Valley
---------------
   Occupancy Rate                         95%             98%            93%            91%        96%
   Rent Per Square Foot                $ 9.78          $ 9.36         $ 9.28         $ 9.56     $ 9.41

</TABLE>

Occupancy rate  represents all units leased divided by the total number of units
of the  property  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.

Competitive Conditions at Sycamore Valley

Sycamore Valley has been affected by the declining  California  economy over the
past three years.  Average  market  rental rates have remained flat or declined,
however,  as a result of the capital  renovation  program,  occupancy rates have
risen from 91% in 1992 to 95% at the end of 1995.  Occupancy rates for the local
area average 90%. The renovation  program,  which addressed the dated appearance
of the property, has made the property much more competitive in its market.



<PAGE>

ITEM 3.      LEGAL PROCEEDINGS
-------      -----------------

The Partnership is not party to, nor is the  Partnership's  property 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.

     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,

<PAGE>
     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.

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)
<PAGE>

     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.

     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)

<PAGE>
     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 7 - "Gain on Legal Settlement."

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

None.

                                     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               1,797 as of February 16, 1996

(C)        Distributions  to  the  limited  partners  totaled  $760,009  in 1995
           and  $570,008  in 1994.  No  distributions  were made to the  General
           Partner.   The  distributions   consisted  of  funds  generated  from
           operations. For further discussion of distributions and likelihood of
           their continuation, see Item 7 - Management's Discussion and Analysis
           of Financial Condition and Results of Operations.


<PAGE>

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...............         $ 4,051,346    $ 3,873,947     $ 3,840,256    $ 3,973,950    $ 3,899,180
Total revenue................           4,169,839      3,939,681       3,892,689      4,134,760      3,952,199
Net income...................             939,072        975,233         955,535      1,297,409      1,488,071


Net income per limited
  partnership unit...........         $     51.53    $     53.52     $     52.44    $     71.20     $    81.66
                                       ==========     ==========      ==========     ==========      =========


Distributions per limited
  partnership unit...........         $     41.71    $     31.28     $     63.03    $     19.19     $    60.19
                                       ==========     ==========      ==========     ==========      =========


                                                               As of December 31,
                                      ------------------------------------------------------------------------
Balance Sheets                             1995         1994           1993            1992            1991
--------------                        -----------    -----------     -----------    -----------     ----------

Real estate investment, net....       $         -    $13,923,671     $13,986,484    $13,748,828     $2,734,772
Asset held for sale............        13,789,030              -               -              -              -
Total assets...................        16,260,802     16,145,792      15,930,412     16,484,928      3,785,980
Mortgage note payable..........        11,358,707     11,424,420      11,664,326     11,954,748              -
Partners' equity...............         4,579,479      4,400,416       3,995,191      4,188,209      3,240,499

</TABLE>

During  1992,  the  Partnership  exercised  its  option  to  purchase  the  land
underlying Sycamore Valley Apartments.  The Partnership financed the purchase by
obtaining a mortgage loan secured by Sycamore  Valley  Apartments.  See Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations and Item 8 - Note 4 - "Real Estate  Investment" and Item 8 - Note 5 -
"Mortgage Note Payable."

<PAGE>

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

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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing  real  properties.  At  the  end  of  1995,  the
Partnership owned one apartment property which is subject to a mortgage note.

On February 5, 1996, the Partnership executed a purchase agreement dated January
23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments
which represents  substantially all of the assets of the Partnership.  The gross
purchase  price  for  Sycamore  Valley  is   $23,300,000,   subject  to  certain
adjustments.  Consummation of the sale is subject to the satisfaction of certain
conditions,  including the approval of the limited  partners of the  Partnership
for  the  sale  of  Sycamore  Valley.  The  Partnership   presently  anticipates
submitting  the sale  and the  subsequent  dissolution  and  termination  of the
Partnership for limited partner approval at a future meeting.

If the limited  partners approve and the sale of Sycamore Valley is consummated,
the General  Partner  will  commence  the  dissolution  and  termination  of the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner  a  brokerage  fee and  subordinated  incentive  fee (See  Note 2),  and
authorize  distributions to the limited  partners of the Partnership,  including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such  distributions has been determined.  The financial
statements have not been prepared on the liquidation basis of accounting, as the
sale is subject to limited partner approval.

During  the  three  year  period  ended  December  31,  1995,  the   Partnership
experienced  net income of $2,869,840 and has generated cash from  operations of
$4,220,969.  The  Partnership's  only property,  Sycamore  Valley,  continues to
operate profitably and the Partnership's assets and liabilities have not changed
significantly from their balances at December 31, 1994.

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

1995 compared to 1994

Revenues:

Total  Partnership  revenues for 1995 increased by $230,158 or 6% as compared to
1994  revenues.  Rental  revenue and  interest  income  increased  $177,399  and
$48,361,   respectively.  The  Partnership  also  recognized  a  gain  on  legal
settlement of $4,398 as a result of the settlement  with  Southmark  received in
1995.

Rental revenue for 1995 was $4,051,346 as compared to $3,873,947 for 1994.  This
increase is due to an increase in average  occupancy  of 2%, from 93% in 1994 to
95% in 1995.  In addition to the increase in  occupancy  there was a decrease in
discounts and concessions offered to the residents.

Interest  income  increased by $48,361 or 74% due to an increase in the interest
rates and to greater  average cash balances being  invested in  interest-bearing
accounts.

<PAGE>

Expenses:

Total  Partnership  expenses  increased  by  $266,319  or 9% for the year  ended
December 31, 1995 as compared to the year ended 1994.  Factors  contributing  to
the increase in 1995 include increases in mortgage interest, depreciation, other
operating   expenses,    general   and    administrative,    and   general   and
administrative-affiliates.  The  increases are offset only slightly by decreases
in property taxes.

Mortgage  interest expense increased $98,052 or 13% in 1995 as compared to 1994.
The increase is due to increases in the variable  interest  rate on the mortgage
note payable. The average interest rate during 1995 was 7.6% compared to 6.5% in
1994.

Depreciation  expense increased $62,609 or 13% in 1995 as compared to 1994. This
increase is due to the  increase in capital  improvements  made at the  property
over the past few years.  The Partnership  made $397,178 and $406,397 in capital
improvements in 1995 and 1994, respectively.

Other operating  expenses  increased 21% or $45,852 in 1995 as compared to 1994.
The increase is primarily  due to increases  in  earthquake  insurance  expense.
Hazard insurance  increased to $167,248 in 1995 from $98,449 in 1994.  Decreases
in other operating  expenses were reflected in decreases in bad debt expense and
marketing and leasing.

General and administrative expenses increased $49,591 in 1995 as compared to the
same period in 1994. The increase was due to costs  incurred by the  Partnership
in the third quarter of 1995 to evaluate and disseminate  information  regarding
an unsolicited tender offer.

General  and  administrative-affiliates  increased  by $10,000 or 33% in 1995 as
compared to the same period in 1994 due to an increase in Partnership management
fees. These fees are based on  distributions  made to the limited partners which
increased in 1995.

1994 compared to 1993

Revenues:

Total  Partnership  revenues for 1994  increased by $46,992 as compared to 1993.
Rental revenue and interest income increased $33,691 and $13,301, respectively.

Rental revenue for 1994 was $3,873,947 as compared to $3,840,256 for 1993.  This
increase of $33,691 is due to an increase in average  occupancy from 91% in 1993
to 93% in 1994.

Interest  income  increased by $13,301 during 1994 as compared to 1993 due to an
increase  in the  interest  rates and to greater  average  cash  balances  being
invested in interest-bearing accounts.

Expenses:

Total Partnership  expenses increased by $27,294 for the year ended December 31,
1994 as compared to the same period in 1993. Several factors  contributed to the
increase  including  increases in  depreciation,  property  taxes and  personnel
expenses.  These  increases  were offset by decreases  in interest,  repairs and
maintenance,     general     and     administrative,     and     general     and
administrative-affiliates expenses.

<PAGE>

Depreciation  expense increased $85,024 or 22% in 1994 as compared to 1993. This
increase is due to the increase in capital  improvements  made at the  property.
During 1994, the Partnership made $406,397 in capital improvements.

Property  taxes  increased  $37,794 or 18% during 1994 due to an increase in the
assessed land value which taxes are based.

Repairs and maintenance  decreased by $22,014 or 5% in 1994 as compared to 1993.
During the last few years,  the property  underwent major  renovations  which in
turn  reduced the need for  interior and  exterior  repairs.  The property  also
experienced a reduction in plumbing repairs and supplies during 1994 as compared
to 1993.

General and administrative  expense decreased $21,340 or 38% in 1994 as compared
to 1993  due to  legal  expenses  incurred  in 1993  which  related  to the 1992
purchase of land. No such expenses were incurred in 1994.

General and  administrative - affiliates  decreased by $30,450 or 50% in 1994 as
compared to 1993 due to a decrease in Partnership  management  fees.  These fees
are based on distributions  made to the limited partners which decreased in 1994
compared to 1993.

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

The  Partnership's  primary source of cash flows is from  operating  activities,
which  generated  $1,448,315  in 1995 as compared  to  $1,473,245  in 1994.  The
decrease in operating cash flow in 1995 was due to the increase in the cash paid
to suppliers and the amount of interest paid,  which increased by $90,087 due to
the increase in mortgage interest rates. The decrease in operating cash flow was
partially offset by the increase in cash received from tenants.

During 1994,  cash provided by operating  activities  increased to $1,473,245 as
compared to  $1,299,409  in 1993.  The increase in 1994 was partially due to the
increase  in  cash  received  from  tenants  and  interest  income  as well as a
reduction in the cash paid to suppliers and mortgage interest paid.

The   Partnership   expended   $397,178,   $406,397  and  $621,842  for  capital
improvements to Sycamore Valley in 1995, 1994 and 1993, respectively.

Short-term liquidity:

At  December  31,  1995,  the  Partnership  held  $2,025,005  of cash  and  cash
equivalents,  up $225,415 since December 31, 1994. This balance provides for the
working  capital needs of the Partnership  and allows for  distributions  to the
limited partners. As discussed in Financial Conditions, the General Partner will
seek limited  partner  approval for the sale of Sycamore  Valley and to commence
dissolution and termination of the Partnership. Until such approval is received,
management  will  perform  routine  repairs and  maintenance  on the property to
preserve and enhance its value in the market.

McNeil has established a revolving  credit facility not to exceed  $5,000,000 in
the aggregate which will be 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 receive funds under the facility because no amounts will be

<PAGE>

reserved for any  particular  partnership.  As of December 31, 1995,  $2,662,819
remained available for borrowing under the facility;  however,  additional funds
could become available as other  partnerships  repay existing  borrowings.  This
commitment will terminate March 30, 1997.

Long-term liquidity:

If  operations  should  deteriorate  and present  resources  not be adequate for
current needs,  the Partnership  has no established  lines of credit on which to
draw for its  working  capital  needs  other than any  available  portion of the
$5,000,000  revolving  credit facility  discussed  above, and thus would require
other sources of working capital. No such other sources have been identified.

Distributions:

During 1995, the limited partners received a cash distribution of $760,009.  The
distribution  consisted  of funds  from  operations.  Any cash not required  for
current  operations is expected to continue to be distributed to the Partners on
the semi-annual schedule presently followed. In February 1996, a distribution of
approximately  $475,000 was made to the limited partners.  Distributions will be
subject  to  maintenance  of  adequate   levels  of  cash  reserves,   and  such
distributions  will only be available from cash generated from  operations.  See
Financial Condition.

<PAGE>

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

                                                                        Page
                                                                       Number
                                                                       ------

INDEX TO FINANCIAL STATEMENTS

Financial Statements:

   Report of Independent Public Accountants.........................     13

   Balance Sheets at December 31, 1995 and 1994.....................     14

   Statements of Income for each of the three years in the
      period ended December 31, 1995................................     15

   Statements of Partners' Equity for each of the three years 
      in the period ended December 31, 1995.........................     16

   Statements of Cash Flows for each of the three years in the 
      period ended December 31, 1995................................     17

   Notes to Financial Statements....................................     19

   Financial Statement Schedule -

         Schedule III - Real Estate Investment and Accumulated
         Depreciation...............................................     20


















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 V, Ltd.:

We have audited the  accompanying  balance  sheets of McNeil Real Estate Fund V,
Ltd. (a California  limited  partnership)  as of December 31, 1995 and 1994, and
the related  statements of income,  partners'  equity 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.

As further  discussed in Note 8 to the financial  statements,  in February 1996,
the  Partnership  executed  a purchase  agreement  to sell the  Sycamore  Valley
Apartments, which represents substantially all of the assets of the Partnership.
Consummation of the sale is subject to the  satisfaction of certain  conditions,
including the approval of the  Partnership's  limited  partners.  If the sale of
Sycamore Valley  Apartments is consummated,  the  Partnership's  general partner
will  commence  the  dissolution  and  termination  of  the   Partnership.   The
accompanying  financial  statements  have not been  prepared on the  liquidation
basis of  accounting,  as the sale of Sycamore  Valley  Apartments is subject to
limited partner approval.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of McNeil Real Estate Fund V, 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.  This 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 V, LTD.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                                        ----------------------------------
                                                                              1995                 1994
                                                                        --------------      --------------
ASSETS
------
<S>                                                                     <C>                 <C>           
Real estate investment:
   Land.....................................................           $             -      $   11,022,353
   Buildings and improvements...............................                         -           8,799,260
                                                                        --------------       -------------
                                                                                     -          19,821,613
   Less:  Accumulated depreciation..........................                         -          (5,897,942)
                                                                        --------------       -------------
                                                                                     -          13,923,671

Asset held for sale.........................................                13,789,030                   -

Cash and cash equivalents...................................                 2,025,005           1,799,590
Cash segregated for security deposits.......................                   144,797             145,245
Accounts receivable.........................................                     8,260               4,326
Prepaid expenses and other assets...........................                    61,414              31,953
Deferred borrowing costs (net of accumulated
   amortization of $29,037 and $20,326 at
   December 31, 1995 and 1994, respectively)................                   232,296             241,007
                                                                        --------------       -------------
                                                                       $    16,260,802      $   16,145,792
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Mortgage note payable.......................................           $    11,358,707      $   11,424,420
Accounts payable............................................                    33,528              70,538
Accrued interest............................................                    72,090              63,663
Accrued expenses............................................                    48,936              21,617
Payable to affiliates - General Partner.....................                    15,734              17,212
Security deposits and deferred rental income................                   152,328             147,926
                                                                        --------------       -------------
                                                                            11,681,323          11,745,376
                                                                        --------------       -------------

Partners' equity:
   Limited partners - 20,000 limited partnership
     units authorized; 18,223 limited partnership
     units issued and outstanding...........................                 4,562,494           4,383,431
   General Partner..........................................                    16,985              16,985
                                                                        --------------       -------------
                                                                             4,579,479           4,400,416
                                                                        --------------       -------------
                                                                       $    16,260,802      $   16,145,792
                                                                        ==============       =============
</TABLE>

                See accompanying notes to financial statements.

<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>


                                                             For the Years Ended December 31,
                                                     --------------------------------------------------
                                                          1995               1994               1993
                                                     ------------       ------------        -----------
Revenue:
<S>                                                  <C>                <C>                 <C>        
   Rental revenue..........................          $  4,051,346       $  3,873,947        $ 3,840,256
   Interest................................               114,095             65,734             52,433
   Gain on legal settlement................                 4,398                  -                  -
                                                      -----------        -----------         ----------
     Total revenue.........................             4,169,839          3,939,681          3,892,689
                                                      -----------        -----------         ----------

Expenses:
   Interest................................               858,103            760,051            793,105
   Depreciation............................               531,819            469,210            384,186
   Property taxes..........................               228,306            246,049            208,255
   Personnel expenses......................               324,116            329,734            302,844
   Repairs and maintenance.................               437,311            436,209            458,223
   Property management fees -
     affiliates............................               200,509            193,145            197,010
   Utilities...............................               257,428            242,318            257,796
   Other property operating expenses.......               269,002            223,150            219,363
   General and administrative..............                84,173             34,582             55,922
   General and administrative -
     affiliates............................                40,000             30,000             60,450
                                                      -----------        -----------        -----------
     Total expenses........................             3,230,767          2,964,448          2,937,154
                                                      -----------        -----------        -----------

Net income.................................          $    939,072       $    975,233       $    955,535
                                                      ===========        ===========        ===========

Net income allocable to limited
   partners................................          $    939,072       $    975,233       $    955,535
Net income allocable to General
   Partner.................................                     -                  -                  -
                                                      -----------        -----------        -----------
Net income.................................          $    939,072       $    975,233       $    955,535
                                                      ===========        ===========        ===========

Net income per limited partnership
   unit....................................          $      51.53       $      53.52       $      52.44
                                                      ===========        ===========        ===========


Distribution per limited partnership
   unit....................................          $      41.71       $      31.28       $      63.03
                                                      ===========        ===========        ===========
</TABLE>

                       See accompanying notes to financial statements.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                         STATEMENTS OF PARTNERS' EQUITY

              For the Years Ended December 31, 1995, 1994, and 1993


<TABLE>
<CAPTION>
                                                                                                   Total
                                                    General                 Limited                Partners'
                                                    Partner                 Partners               Equity
                                                 ---------------         ---------------       ---------------

<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1992..............       $        16,985         $     4,171,224       $     4,188,209

Net income................................                     -                 955,535               955,535

Distributions.............................                     -              (1,148,553)           (1,148,553)
                                                  --------------          --------------        --------------

Balance at December 31, 1993..............                16,985               3,978,206             3,995,191

Net income................................                     -                 975,233               975,233

Distributions.............................                     -                (570,008)             (570,008)
                                                  --------------          ---------------       --------------

Balance at December 31, 1994..............                16,985               4,383,431             4,400,416

Net income................................                     -                 939,072               939,072

Distributions.............................                     -                (760,009)             (760,009)
                                                  --------------          --------------        --------------

Balance at December 31, 1995..............       $        16,985         $     4,562,494       $     4,579,479
                                                  ==============          ==============        ==============

</TABLE>


















                 See accompanying notes to financial statements.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                            STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>

                                                              For the Years Ended December 31,
                                                  -----------------------------------------------------
                                                        1995               1994               1993
                                                  ---------------     --------------    ---------------

Cash flows from operating activities:
<S>                                                <C>                <C>               <C>            
   Cash received from tenants..............        $    4,048,707     $    3,861,108    $     3,810,905
   Cash paid to suppliers..................            (1,407,627)        (1,231,286)        (1,306,641)
   Cash paid to affiliates.................              (241,987)          (225,384)          (253,860)
   Interest received.......................               114,095             65,734             52,433
   Interest paid...........................              (840,965)          (750,878)          (795,173)
   Gain on legal settlement................                 4,398                  -                  -
   Property taxes paid.....................              (228,306)          (246,049)          (208,255)
                                                    -------------      -------------     --------------
Net cash provided by operating
   activities..............................             1,448,315          1,473,245          1,299,409
                                                    -------------      -------------     --------------

Net cash used in investing activities:
   Additions to real estate investment.....              (397,178)          (406,397)          (621,842)
                                                    -------------      -------------     --------------

Cash flows from financing activities:
   Principal payments on mortgage
     note payable..........................               (65,713)          (239,906)          (290,422)
   Distributions...........................              (760,009)          (570,008)        (1,148,553)
                                                    -------------      -------------     --------------
Net cash used in financing activities......              (825,722)          (809,914)        (1,438,975)
                                                    -------------      -------------     --------------

Net increase (decrease) in cash and
   cash equivalents........................               225,415            256,934           (761,408)

Cash and cash equivalents at
     beginning of year.....................             1,799,590          1,542,656          2,304,064
                                                    -------------      -------------     --------------

Cash and cash equivalents at end
     of year...............................        $    2,025,005     $    1,799,590    $     1,542,656
                                                    =============      =============     ==============
</TABLE>




















                 See accompanying notes to financial statements.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                            STATEMENTS OF CASH FLOWS


              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities


<TABLE>
<CAPTION>
  
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                        1995               1994                1993
                                                   --------------     --------------      -------------

<S>                                                <C>                <C>                 <C>          
Net income.................................        $      939,072     $      975,233      $     955,535
                                                    -------------      -------------       ------------

Adjustments to reconcile net income
   to net cash provided by operating
   activities:
   Depreciation............................               531,819            469,210            384,186
   Amortization of deferred borrowing
     costs.................................                 8,711              8,711              7,117
   Changes in assets and liabilities:
     Cash segregated for security
       deposits............................                   448            (26,166)            (1,754)
     Accounts receivable...................                (3,934)             3,178              9,020
     Prepaid expenses and other assets.....               (29,461)            (6,982)            15,301
     Deferred borrowing costs..............                     -                  -              1,080
     Accounts payable......................               (37,010)            32,361            (35,652)
     Accrued interest......................                 8,427                462            (10,265)
     Accrued ground lease..................                     -                  -            (45,179)
     Accrued proxy costs...................                     -                  -             (2,129)
     Accrued expenses......................                27,319             (2,425)             4,338
     Payable to affiliates - General
       Partner.............................                (1,478)            (2,239)             3,600
     Security deposits and deferred
       rental income.......................                 4,402             21,902             14,211
                                                    -------------      -------------     --------------

         Total adjustments.................               509,243            498,012            343,874
                                                    -------------      -------------     --------------

Net cash provided by operating
     activities............................        $    1,448,315     $    1,473,245    $     1,299,409
                                                    =============      =============     ==============

</TABLE>
















                 See accompanying notes to financial statements.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1995

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

Organization

McNeil Real Estate Fund V, Ltd. (the  "Partnership") was organized September 12,
1974, 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 General Partner was elected at a
meeting of limited partners on March 26, 1992. Prior to March 26, 1992,  Pacific
Investors  Corporation,  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  September 12, 1974 (the
"Partnership  Agreement").  The principal  place of business for the Partnership
and the  General  Partner is 13760 Noel Road,  Suite 700,  LB70,  Dallas,  Texas
75240.

The Partnership is engaged in real estate  activities,  including the ownership,
operation  and  management  of  residential  real  estate and other real  estate
related assets. At December 31, 1995, the Partnership owned one income-producing
property as described in Note 4 - Real Estate Investment.

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.

Real Estate Investment
----------------------

The real  estate  investment  is  generally  stated  at the lower of cost or net
realizable value. The real estate investment is 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.

<PAGE>

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.

Asset Held for Sale
-------------------

Asset  held for sale is  stated  at  the lower of cost or  estimated  realizable
value.

Depreciation
------------

Buildings and improvements are depreciated using the  straight-line  method over
the estimated useful lives of the assets, ranging from 3 to 25 years.

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.

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 term of the related  mortgage note payable.
Amortization of deferred  borrowing costs is included in interest expense on the
Statements of Income.

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

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

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.

<PAGE>

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

Net income from Partnership  operations is allocated to the partners in the same
priorities as cash  distributions  from operations.  Net income arising from the
sale or other  disposition  of the  Partnership's  property is  allocated to the
partners in the same priorities as cash  distributions  arising from the sale of
Partnership  properties.  Net losses of the Partnership are allocated 95% to the
limited partners and 5% to the General Partner.

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  allocations of Partnership  deductions  attributable to
debt. The  Partnership's  tax allocations for 1995, 1994 and 1993 have been made
in accordance with these provisions.

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

At the discretion of the General Partner, distributions to the partners are paid
from operations of the Partnership's  property, from sales or refinancing of the
property, or from excess cash reserves maintained by the Partnership.

Distributions from operations of the Partnership's property are paid 100% to the
limited partners.

Distributions  from sales or refinancing of the  Partnership's  property or from
excess cash reserves held by the Partnership are made in the following order:

(a)    First to the limited  partners in an amount that, when added to all prior
       distributions  to  the  limited  partners,  equals  (i)  a 7%  per  annum
       cumulative return on the limited partners'  adjusted invested capital and
       (ii) the limited partners' original invested capital; then,

(b)    Second to an  affiliate  of the General  Partner in payment of  the  real
       estate brokerage commission (see Note 2); then,

(c)    Third to the limited  partners in an amount equal to an additional 5% per
       annum  cumulative  return on their adjusted invested capital; then,

(d)    Fourth  to  the  General  Partner  in an amount equal to the subordinated
       incentive fee; then,

(e)    All the remaining distributions are paid to the limited partners.

During 1995, 1994 and 1993, the Partnership  distributed cash from operations of
$760,009,  $570,008 and $1,148,553,  respectively,  to the limited partners.  In
February 1996, a distribution of approximately  $475,000 was made to the limited
partners.

No  distributions  were paid to the General Partner during the three years ended
December 31, 1995.

<PAGE>

Net Income Per Limited Partnership Unit
---------------------------------------

Net income per limited  partnership  unit  ("Units") is computed by dividing net
income allocated to the limited partners by the number of Units outstanding. Per
unit  information has been computed based on 18,223 units  outstanding for 1995,
1994, and 1993.

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

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts of Sycamore Valley, the Partnership's  residential  property, to McNeil
Real Estate Management,  Inc.  ("McREMI"),  an affiliate of the General Partner,
for providing property management and leasing services.

As compensation for  administering  the affairs of the Partnership,  the General
Partner  receives  a  partnership  management  fee  equal  to  5% of  cash  from
operations,  as defined, but only if the limited partners receive  distributions
of cash from operations equal to a 6% per annum  non-cumulative  return on their
adjusted invested  capital.  As shown in the table below, such fees were paid to
or accrued for the General Partner in each of the three years ended December 31,
1995.

The  Partnership  is  obligated  to pay  commissions  for real estate  brokerage
services to an affiliate of the General  Partner in connection  with the sale of
the Partnership's  property. Such commissions shall not exceed the lesser of (i)
the normal and competitive  rate for similar  services in the locality where the
services are performed, (ii) 50% of the standard commission or (iii) one-half of
the total  acquisition  fees which could have been paid to the  General  Partner
under the terms of the Partnership  Agreement.  There were no such fees in 1995,
1994 and 1993.

Under  the terms of the  Partnership  Agreement,  the  General  Partner  is also
entitled to receive a subordinated incentive fee. This fee is an amount equal to
10% of the remaining cash from sales or refinancings,  as defined,  in excess of
the cost of all  partnership  properties,  as  defined.  The cash from  sales or
refinancing  distributed to the limited partners has exceeded the  subordination
requirement. There were no such fees in 1995, 1994 and 1993.  See Note 8.

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

<TABLE>
<CAPTION>

                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1995                 1994               1993
                                                   --------------     --------------     --------------    

<S>                                                <C>                <C>                <C>           
Property management fees - affiliates......        $      200,509     $      193,145     $      197,010
Charged to general and
   administrative - affiliates:
   Partnership management fee..............                40,000             30,000             60,450
                                                    -------------      -------------      -------------
                                                   $      240,509     $      223,145     $      257,460
                                                    =============      =============      =============
</TABLE>

<PAGE>

Payable to affiliates - General  Partner  consists  primarily of unpaid property
management  fees at  December  31,  1995 and 1994.  These  payables  are due and
payable from current operations.

NOTE 3 - TAXABLE INCOME
-----------------------

McNeil Real Estate Fund V, 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 $741,161 in 1995,
$648,409 in 1994 and $625,886 in 1993.

NOTE 4 - REAL ESTATE INVESTMENT
-------------------------------

The  basis  and  accumulated  depreciation  of  the  Partnership's  real  estate
investment at December 31, 1995 and 1994 is set forth in the following table:

<TABLE>
<CAPTION>
                                                   Buildings and       Accumulated         Net Book
       1994 (a)                     Land           Improvements        Depreciation          Value
       --------                --------------      ------------       --------------     ------------
<S>                            <C>                 <C>                <C>                <C>         
Sycamore Valley
   Fountain Valley, CA         $   11,022,353      $  8,799,260       $  (5,897,942)     $ 13,923,671
                                =============       ===========        ============       ===========
</TABLE>

(a)  Sycamore is on the market for sale and  therefore,  at  December  31, 1995,
     is recorded as an asset held for sale.  See Note 8 - Subsequent Event.

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

On August 14, 1992,  the  Partnership  borrowed  $12,000,000  by mortgaging  its
Sycamore Valley  property.  The mortgage note is non-recourse and bears interest
at a monthly variable rate equal to the Eleventh Federal Reserve District's Cost
of Funds Index plus 2.5%. The mortgage note specifies that the interest rate may
not go below a floor rate of 6.502%  nor above a ceiling  rate of  13.502%.  The
actual interest rate at December 31, 1995, 1994 and 1993 was 7.611%,  6.539% and
6.502%, respectively.  Monthly debt service payments are adjusted annually to an
amount  necessary to fully  amortize  the loan over a  thirty-year  period.  The
monthly payment was adjusted from $74,166 to $79,728  effective October 1, 1995.
The note matures on August 14, 2022.


<PAGE>

Scheduled principal maturities of the mortgage note payable are as follows:

<TABLE>
<CAPTION>

                  <S>                                                  <C>        
                  1996....................................             $    94,929
                  1997....................................                 102,416
                  1998....................................                 110,495
                  1999....................................                 119,210
                  2000....................................                 128,613
                  Thereafter..............................              10,803,044
                                                                        ----------
                    Total                                              $11,358,707
                                                                        ==========
</TABLE>

Based on borrowing rates  currently  available to the Partnership for a mortgage
loan with similar terms and average  maturities,  the fair value of the mortgage
note payable was approximately $9,605,000 as of December 31, 1995.

NOTE 6 - LEGAL PROCEEDINGS
--------------------------

The Partnership is not party to, nor is the  Partnership's  property 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.

     This action was dismissed without prejudice in November 1995.

<PAGE>

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.

     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


<PAGE>

     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.

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)

<PAGE>

     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.

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

<PAGE>

     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.

NOTE 7 - 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,  $3,325 in
cash,  and  common  and  preferred  stock in the  reorganized  Southmark,  which
represents 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 $1,073,  which  combined with the cash proceeds from  Southmark,
resulted in a gain on legal settlement of $4,398.

NOTE 8 - SUBSEQUENT EVENTS
--------------------------

On February 5, 1996, the Partnership executed a purchase agreement dated January
23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments
which represents  substantially all of the assets of the Partnership.  The gross
purchase  price  for  Sycamore  Valley  is   $23,300,000,   subject  to  certain
adjustments.  Consummation of the sale is subject to the satisfaction of certain
conditions,  including the approval of the limited  partners of the  Partnership
for  the  sale  of  Sycamore  Valley.  The  Partnership   presently  anticipates
submitting  the sale  and the  subsequent  dissolution  and  termination  of the
Partnership for limited partner approval at a future meeting.

If the limited  partners approve and the sale of Sycamore Valley is consummated,
the General  Partner  will  commence  the  dissolution  and  termination  of the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner  a  brokerage  fee and  subordinated  incentive  fee (See  Note 2),  and
authorize  distributions to the limited  partners of the Partnership,  including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such  distributions has been determined.  The financial
statements have not been prepared on the liquidation basis of accounting, as the
sale is subject to limited partner approval.



<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.
                                  SCHEDULE III
               REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
                                December 31, 1995

<TABLE>
<CAPTION>
                                                                                   Cumulative            Costs
                                                        Initial Cost               Write-down         Capitalized
                            Related                             Buildings and     and Permanent        Subsequent
Description                 Encumbrances         Land           Improvements        Impairment       To Acquisition
----------------------     --------------    --------------    --------------     ------------     ----------------     


<S>                        <C>               <C>               <C>                <C>              <C>          
Sycamore Valley
   Fountain Valley, CA     $   11,358,707    $            -    $            -     $          -     $           -
                            =============     =============     =============      ===========      ============


</TABLE>











































                     See accompanying notes to Schedule III.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.
                                  SCHEDULE III
               REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
                                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
-----------------------       --------------     --------------   ----------------    ----------------


<S>                           <C>                <C>              <C>                 <C>           
Sycamore Valley 
  Fountain Valley, CA        $          (b)     $          (b)   $     13,789,030    $          (b)
                               =============      =============    ===============     =============
</TABLE>



(a)  For Federal  income tax purposes,  the property is  depreciated  over lives
     ranging from 15-25 years using ACRS or MACRS methods. The aggregate cost of
     the  real  estate   investment   for  Federal   income  tax   purposes  was
     approximately  $20,218,809  and  accumulated  depreciation  was  $6,373,332
     December 31, 1995.

(b)  Asset held for sale is stated at the lower of cost or net realizable value.
     Historical   cost,   net  of   accumulated   depreciation   and  cumulative
     write-downs,  becomes  the new cost basis when the asset is  classified  as
     "Held for Sale."


































                     See accompanying notes to Schedule III.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.
                                  SCHEDULE III
               REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
                                December 31, 1995


<TABLE>
<CAPTION>

                                Date of                     Date                Depreciable
Description                   Construction                Acquired              lives (years)
----------------------        ------------                --------              -------------
<S>                             <C>                         <C>                     <C> 
Sycamore Valley
   Fountain Valley, CA          1970                        12/75                   3-25



</TABLE>










































                     See accompanying notes to Schedule III.



<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                              Notes to Schedule III

                           Real Estate Investment and
                            Accumulated Depreciation


A summary of activity for real estate investment and accumulated depreciation is
as follows:

<TABLE>
<CAPTION>

 
                                                             For the Years Ended December 31,
                                                     --------------------------------------------------
                                                         1995               1994               1993
                                                     ------------       ------------       ------------
<S>                                                  <C>                <C>                <C>         
Real estate investment:
-----------------------

Balance at beginning of year...............          $ 19,821,613       $ 19,415,216       $ 18,793,374

Acquisition................................                     -                  -                  -

Improvements...............................               397,178            406,397            621,842

Reclassification to asset held for sale....           (20,218,791)                 -                  -
                                                      -----------        -----------        -----------

Balance at end of year.....................          $          -       $ 19,821,613       $ 19,415,216
                                                      ===========        ===========        ===========



Accumulated depreciation:
-------------------------

Balance at beginning of year...............          $  5,897,942       $  5,428,732       $  5,044,546

Depreciation...............................               531,819            469,210            384,186

Reclassification to asset held for sale....            (6,429,761)                 -                  -
                                                     ------------       ------------        -----------

Balance at end of year.....................         $           -      $   5,897,942       $  5,428,732
                                                     ============       ============        ===========



Asset held for sale:
--------------------

Balance at beginning of year...............         $           -

Reclassification to asset held for sale....            13,789,030
                                                     ------------

Balance at end of year.....................         $  13,789,030
                                                     ============

</TABLE>




<PAGE>


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

None.

                                    PART III

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

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

                                       Other Principal Occupations and Other
Name and Position             Age      Directorships During the Past 5 Years
-----------------             ---      -------------------------------------
<TABLE>
<CAPTION>

<S>                            <C>      <C> 
Robert A.  McNeil,            75        Mr. McNeil is also Chairman of the Board
Chairman of the                         and   Director  of  McNeil  Real  Estate  
Board and Director                      Management, Inc. ("McREMI") which  is an
                                        affiliate  of   the   General   Partner.
                                        He   has  held  the foregoing  positions
                                        since the formation of  such   entity in
                                        1990.  Mr.  McNeil   received   his B.A.
                                        degree  from  Stanford  University    in 
                                        1942      and      his    L.L.B.  degree
                                        from Stanford Law School in 1948.  He is
                                        a member of the State Bar of  California
                                        and  has  been  involved  in real estate
                                        financing since  the  late   1940's  and
                                        in     real      estate    acquisitions,
                                        syndications and dispositions 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 is 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
Co-Chairman of the                      Robert A.  McNeil,  of McNeil Investors,
Board                                   Inc.  Mrs.   McNeil has  twenty years of
                                        real estate  experience,  most  recently
                                        as a  private  investor  from   1986  to
                                        1993.  In 1982,  she  founded  Ivory   & 
                                        Associates, a  commercial  real   estate
                                        brokerage   firm  in  San Francisco, CA.
                                        Prior to that, she was a commercial real
                                        estate   associate   with  the   Madison 
                                        Company and, earlier, a commercial sales
                                        associate and analyst with   Marcus  and
                                        Millichap  in  San Francisco.  In  1978,
                                        Mrs. McNeil established Escrow  Training
                                        Centers, 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
Director, President,                    Officer   and   Director of McREMI which
and Chief Executive                     is an affiliate of the General  Partner.
Officer                                 Prior to joining  McREMI in  March 1993,
                                        Mr. Reed was President,  Chief Operating
                                        Officer    and  Director  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
Vice President                          McREMI  and  has   been in this 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.

<PAGE>

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.

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 other
         than a group  comprised  of 13  limited  partnerships  which owns 1,078
         Units  (approximately  5.92%  of the  outstanding  limited  partnership
         units).  The sole  general  partner of each  partnership  is  Liquidity
         Financial  Group,  L.P., a California  limited  partnership  whose sole
         general  partner  is  Liquidity  Financial  Corporation,  all of  whose
         outstanding  stock  is  owned  by  Richard  G.  Wollack  and  Brent  R.
         Donaldson.  The business  address for each of the  partnerships  in the
         group is 2200 Powell Street, Suite 700, Emeryville, California, 94068.

(B)      Security ownership of management.

         The  General  Partner and the  officers  and  directors  of its general
         partner  collectively  own 105  Units,  which  is  less  than 1% of the
         outstanding Units.

(C)      Change in control.

         None.

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

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts to McREMI, an affiliate of the General Partner,  for providing property
management  services for the residential  property.  For the year ended December
31,  1995,  the  Partnership  paid or accrued  for McREMI  $200,509  in property
management fees.

As compensation for  administering  the affairs of the Partnership,  the General
Partner  receives  a  partnership  management  fee  equal  to  5% of  cash  from
operations,  as defined, but only if the limited partners receive  distributions
of cash from operations equal to a 6% per annum  non-cumulative  return on their
adjusted invested capital. For the year ended December 31, 1995, the Partnership
paid to or accrued for the General  Partner  $40,000 in  partnership  management
fees.


<PAGE>


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
                                            September 12, 1974 and  amended  and
                                            restated January 31, 1975. (1)

              3.1                           Amendment to the Amended Partnership
                                            Agreement, dated March 26, 1992. (2)

              10.1                          Promissory  Note,  dated  August 14,
                                            1992,   between   McNeil Real Estate
                                            Fund V, Ltd. and World  Savings  and
                                            Loan Association. (1)

              10.2                          Grant Deed,  dated August  27, 1992,
                                            between   BRE  Properties,  Inc. and
                                            McNeil Real Estate Fund V, Ltd. (1)

              10.3                          Property Management Agreement, dated
                                            October  1,  1993,  between   McNeil
                                            Real  Estate Fund V, Ltd. and McNeil
                                            Real Estate Management, Inc. (2)

              10.4                          Revolving  Credit  Agreement,  dated
                                            August  6,  1991,   between   McNeil
                                            Partners and McNeil Real Estate Fund
                                            V, Ltd. (2)

              11.                           Statement  regarding  computation of
                                            Net  Income  per limited partnership
                                            unit (see Item 8 - Note 1)

                  (1)                       Incorporated  by reference   to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund V, Ltd.  (File No.  0-8229), on
                                            Form   10-K  for  the  period  ended
                                            December  31,  1992, as  filed  with
                                            the    Securities    and    Exchange
                                            Commission on March 30, 1993.

                  (2)                       Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund V, Ltd.  (File No.  0-8229), on
                                            Form  10-K  for   the  period  ended
                                            December   31,   1993,   as    filed
                                            with  the  Securities  and  Exchange
                                            Commission on March 30, 1994.

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

(B)  Reports on Form 8-K.  There  were no  reports on Form 8-K filed  during the
     quarter ended December 31, 1995.


<PAGE>


                         McNEIL REAL ESTATE FUND V, 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 V, 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 Investors, Inc.


</TABLE>