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


                                    FORM 10-Q/A



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


      For the quarterly period ended         March 31, 1999
                                      ------------------------------------------


                                       OR

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


     For the transition period from ______________ to_____________
     Commission file number  0-12915
                            ---------



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



         California                            94-2822299
--------------------------------------------------------------------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                 Identification No.)




              13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


Registrant's telephone number, including area code         (972) 448-5800
                                                  ------------------------------


Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-------  --------------------

                        McNEIL REAL ESTATE FUND XIV, LTD.

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         March 31,           December 31,
                                                                            1999                 1998
                                                                        -------------        -------------
ASSETS
------

Real estate investments:
<S>                                                                     <C>                  <C>         
   Land ........................................................        $  4,663,828         $  4,663,828
   Buildings and improvements ..................................          37,257,044           37,237,007
                                                                        ------------         ------------
                                                                          41,920,872           41,900,835
   Less:  Accumulated depreciation .............................         (22,965,793)         (22,502,903)
                                                                        ------------         ------------
                                                                          18,955,079           19,397,932

Asset held for sale ............................................           2,206,515            2,192,549

Cash and cash equivalents ......................................           1,944,604            1,911,552
Cash segregated for security deposits ..........................             401,117              409,259
Accounts receivable ............................................              62,212               84,539
Prepaid expenses and other assets ..............................             125,649              139,313
Escrow deposits ................................................             732,171              607,161
Deferred borrowing costs, net of accumulated
   amortization of $558,368 and $532,052 at
   March 31, 1999, and December 31, 1998,
   respectively ................................................             832,624              858,940
                                                                        ------------         ------------
                                                                        $ 25,259,971         $ 25,601,245
                                                                        ============         ============

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

Mortgage notes payable, net ....................................        $ 23,353,457         $ 23,466,298
Accounts payable ...............................................              80,086              106,574
Accrued interest ...............................................             163,533              161,403
Accrued property taxes .........................................             172,857                   --
Other accrued expenses .........................................              92,675              117,056
Payable to affiliates - General Partner ........................           1,012,331              873,553
Provision for environmental remediation ........................             600,000              600,000
Security deposits and deferred rental revenue ..................             409,953              390,627
                                                                        ------------         ------------
                                                                          25,884,892           25,715,511
                                                                        ------------         ------------

Partners' equity (deficit):
   Limited partners - 100,000 limited partnership units
     authorized;  86,534 limited partnership units
     outstanding at March 31, 1999 and December 31, 1998........             691,540            1,097,737
   General Partner .............................................          (1,316,461)          (1,212,003)
                                                                        ------------         ------------
                                                                            (624,921)            (114,266)
                                                                        ------------         ------------
                                                                        $ 25,259,971         $ 25,601,245
                                                                        ============         ============
</TABLE>


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

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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                    March 31,
                                                          ----------------------------
                                                             1999               1998
                                                          ----------        ----------
Revenue:
<S>                                                       <C>               <C>       
   Rental revenue ................................        $2,215,072        $2,159,956
   Interest ......................................            21,944            19,659
   Gain on involuntary conversions ...............                --           189,275
                                                          ----------        ----------
     Total revenues ..............................         2,237,016         2,368,890
                                                          ----------        ----------

Expenses:
   Interest ......................................           538,676           542,987
   Depreciation and amortization .................           462,890           456,591
   Property taxes ................................           173,497           161,547
   Personnel expenses ............................           234,034           256,194
   Utilities .....................................           111,749           120,653
   Repair and maintenance ........................           214,374           196,572
   Property management fees - affiliates .........           109,020           104,978
   Other property operating expenses .............           115,718           121,430
   General and administrative ....................            83,566            90,277
   General and administrative - affiliates .......            54,400            52,995
                                                          ----------        ----------
     Total expenses ..............................         2,097,924         2,104,224
                                                          ----------        ----------

Net income .......................................        $  139,092        $  264,666
                                                          ==========        ==========

Net income allocated to limited partners .........        $   93,972        $  262,019
Net income allocated to General Partner ..........            45,120             2,647
                                                          ----------        ----------

Net income .......................................        $  139,092        $  264,666
                                                          ==========        ==========

Net income per limited partnership unit ..........        $     1.09        $     3.03
                                                          ==========        ==========

Distributions per limited partnership unit........        $     5.78        $     5.78
                                                          ==========        ==========

</TABLE>


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

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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                            Total
                                                                                           Partners'
                                                   General             Limited              Equity
                                                   Partner             Partners            (Deficit)
                                                 ------------        ------------        ------------
<S>                                              <C>                 <C>                 <C>        
Balance at December 31, 1997 ............        $  (664,401)        $ 1,763,445         $ 1,099,044

Net income ..............................              2,647             262,019             264,666

Management Incentive Distribution........           (141,210)                 --            (141,210)

Distributions to limited partners .......                 --            (499,996)           (499,996)
                                                 -----------         -----------         -----------

Balance at March 31, 1998 ...............        $  (802,964)        $ 1,525,468         $   722,504
                                                 ===========         ===========         ===========


Balance at December 31, 1998 ............        $(1,212,003)        $ 1,097,737         $  (114,266)

Net income ..............................             45,120              93,972             139,092

Management Incentive Distribution .......           (149,578)                 --            (149,578)

Distributions to limited partners .......                 --            (500,169)           (500,169)
                                                 -----------         -----------         -----------

Balance at March 31, 1999 ...............        $(1,316,461)        $   691,540         $  (624,921)
                                                 ===========         ===========         ===========
</TABLE>



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

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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                March 31,
                                                                    --------------------------------
                                                                        1999                1998
                                                                    ------------        ------------
Cash flows from operating activities:
<S>                                                                 <C>                 <C>        
   Cash received from tenants ..............................        $ 2,234,138         $ 2,145,009
   Cash paid to suppliers ..................................           (778,211)           (829,799)
   Cash paid to affiliates .................................           (129,100)           (105,110)
   Interest received .......................................             21,944              19,659
   Interest paid ...........................................           (497,095)           (507,309)
   Property taxes paid and escrowed ........................           (144,957)           (146,432)
                                                                    -----------         -----------
Net cash provided by operating activities ..................            706,720             576,018
                                                                    -----------         -----------

Cash flows from investing activities:
   Insurance proceeds from involuntary conversions .........             31,600             293,680
   Additions to real estate investments ....................            (34,003)           (321,168)
                                                                    -----------         -----------
Net cash used in investing activities ......................             (2,403)            (27,488)
                                                                    -----------         -----------
Cash flows from financing activities:
   Principal payments on mortgage notes payable ............           (125,976)           (115,997)
   Management incentive distribution paid ..................            (45,120)                 --
   Distributions to limited partners .......................           (500,169)           (499,996)
                                                                    -----------         -----------
Net cash used in financing activities ......................           (671,265)           (615,993)
                                                                    -----------         -----------

Net increase (decrease) in cash and cash equivalents........             33,052             (67,463)

Cash and cash equivalents at beginning of
   period ..................................................          1,911,552           1,292,615
                                                                    -----------         -----------

Cash and cash equivalents at end of period .................        $ 1,944,604         $ 1,225,152
                                                                    ===========         ===========
</TABLE>



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

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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                 March 31,
                                                                        ---------------------------
                                                                           1999             1998
                                                                        ---------         ---------
<S>                                                                     <C>               <C>      
Net income .....................................................        $ 139,092         $ 264,666
                                                                        ---------         ---------

Adjustments to reconcile net income to net cash provided
   by  operating activities:
   Depreciation ................................................          462,890           456,591
   Amortization of deferred borrowing costs ....................           26,316            23,915
   Amortization of discounts on mortgage
     notes payable .............................................           13,135            12,563
   Gain on involuntary conversions .............................               --          (189,275)
   Changes in assets and liabilities:
     Cash segregated for security deposits .....................            8,142           (30,054)
     Accounts receivable .......................................           (9,273)            3,171
     Prepaid expenses and other assets .........................           13,664             2,900
     Escrow deposits ...........................................         (125,010)          (54,692)
     Accounts payable ..........................................          (26,488)             (761)
     Accrued interest ..........................................            2,130              (800)
     Accrued property taxes ....................................          172,857            37,274
     Other accrued expenses ....................................          (24,381)          (16,860)
     Payable to affiliates - General Partner ...................           34,320            52,863
     Security deposits and deferred rental revenue .............           19,326            14,517
                                                                        ---------         ---------
       Total adjustments .......................................          567,628           311,352
                                                                        ---------         ---------

Net cash provided by operating activities ......................        $ 706,720         $ 576,018
                                                                        =========         =========
</TABLE>


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

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

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 1999


NOTE 1.
-------

McNeil Real Estate Fund XIV, Ltd. (the  "Partnership") is a limited  partnership
organized  under the laws of the State of California to invest in real property.
The general  partner of the Partnership is McNeil  Partners,  L.P. (the "General
Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil. The
Partnership  is  governed  by an  agreement  of  limited  partnership  ("Amended
Partnership Agreement") that was adopted September 20, 1991. The principal place
of business  for the  Partnership  and the  General  Partner is 13760 Noel Road,
Suite 600, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However, the results of operations for the three months ended March 31, 1999 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1999.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1998,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XIV, Ltd., c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

NOTE 3.
-------

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

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


<PAGE>
Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
Management  Incentive  Distribution  ("MID") to the General Partner. The maximum
MID is calculated as 1% of the tangible asset value of the Partnership. Tangible
asset value is  determined  by using the greater of (i) an amount  calculated by
applying a  capitalization  rate of 9% to the annualized net operating income of
each  property or (ii) a value of $10,000  per  apartment  unit for  residential
property and $50 per gross square foot for commercial  property to arrive at the
property  tangible asset value. The property  tangible asset value is then added
to the book value of all other assets  excluding  intangible  items. The maximum
MID percentage decreases to .75% in 2000, .50% in 2001 and .25% thereafter.

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

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

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

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                            March 31,
                                                                   ------------------------
                                                                     1999            1998
                                                                   --------        --------
<S>                                                                <C>             <C>     
Property management fees - affiliates .....................        $109,020        $104,978
Charged to general and administrative - affiliates:
  Partnership administration ..............................          54,400          52,995
                                                                   --------        --------

                                                                   $163,420        $157,973
                                                                   ========        ========

Charged to General Partner's deficit:
  Management Incentive Distribution .......................        $149,578        $141,210
                                                                   ========        ========
</TABLE>


<PAGE>
NOTE 4.
-------

On July 18,  1997, a fire caused  $49,498 of damage to two units of  Embarcadero
Club Apartments. In February 1998, the Partnership received $39,498 of insurance
reimbursements  to cover the repair and  restorations  costs to Embarcadero Club
Apartments.  The excess of the insurance proceeds received over the basis of the
property damaged was recorded as a $17,998 gain on involuntary  conversion.  The
gain on involuntary  conversion was recognized in the first quarter of 1998 when
the Partnership received the insurance proceeds.

On November 14, 1997, a fire caused $544,716 of damage to eight units of Thunder
Hollow  Apartments.  The Partnership  received $503,062 and $31,600 of insurance
reimbursements  to cover the repair  and  restoration  costs at  Thunder  Hollow
Apartments  during  1998 and in the first  quarter  of 1999,  respectively.  The
excess of the insurance  reimbursements  received over the basis of the property
damaged was recorded as a $375,797 gain on involuntary conversion.  The gain was
recognized   during  1998  as  insurance   proceeds   were   received  from  the
Partnership's  insurance  carrier.  $171,277  of the  total  $375,797  gain  was
recognized in the first quarter of 1998.


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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing   real  properties.   At  March  31,  1999,  the
Partnership owned four apartment properties and one retail shopping center.
All of the Partnership's properties are subject to mortgage notes.

The  Partnership   placed  Redwood  Plaza,  the  Partnership's   sole  remaining
commercial property, on the market for sale on October 1, 1996.

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

The Partnership's net income amounted to $139,092 for the first quarter of 1999.
For the first quarter of 1998, the Partnership  reported net income of $264,666.
Net  income  for the  first  quarter  of 1998  included  $189,275  of  gain   on
involuntary  conversions  related to fires at  Embarcadero  Club  Apartments and
Thunder Hollow Apartments. The Partnership incurred no  such  gains  during  the
first quarter of 1999.


<PAGE>
Revenues:

The Partnership's rental revenue increased $55,116 or 2.6% for the first quarter
of 1999 as compared to the first quarter of 1998.  Tanglewood Village Apartments
reported a 9.7%  increase  in rental  revenue  due to an increase in base rental
rates and an increase in the property's occupancy rate. Rental revenue increased
2.7% and 1.8% at Embarcadero  Club  Apartments  and Thunder  Hollow  Apartments,
respectively.  Both  properties  increased base rental rates,  but the increases
were partially offset by decreased  occupancy.  Rental revenue decreased 5.4% at
Windrock  Apartments  because of  increases  in vacancy,  concessions  and other
rental losses. Rental revenue decreased 1.4% at Redwood Plaza. Base rental rates
increased at Redwood  Plaza,  but the increase was entirely  offset by increased
vacancy losses.  The Partnership  expects occupancy to increase later in 1999 as
newly reconfigured space at Redwood Plaza is leased to new tenants.

The Partnership  recognized $189,275 of involuntary  conversion gains during the
first  quarter of 1998  relating to fires at  Embarcadero  Club  Apartments  and
Thunder  Hollow  Apartments.  An additional  $204,520 of gain was  recognized in
subsequent  quarters of 1998.  The gains equal  insurance  proceeds  received in
excess of the basis of the  property  damaged by the  fires.  No such gains were
recognized during the first quarter of 1999.

Expenses:

Partnership  expenses  decreased $6,300 or 0.3% for the first quarter of 1999 as
compared  to  the  first  quarter  of  1998.  Expenses  in all  categories  were
comparable to the year-earlier figures.

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

The  Partnership  generated  $706,720 of cash from operating  activities for the
first  quarter  of 1999,  a 23%  increase  over cash  generated  from  operating
activities  for the first  quarter  of 1998.  Most of the  increased  funds from
operating activities was the result of an increase in cash received from tenants
combined with a decrease in cash paid to suppliers.

The Partnership  expended  $34,003 and $321,168 in capital  improvements  during
first quarters of 1999 and 1998, respectively.  Most of the capital improvements
from 1998 related to restoration work at Embarcadero Club Apartments and Thunder
Hollow  Apartments  resulting from fire damage at the two properties.  Insurance
proceeds of $31,600 and $293,680 were received  during the first quarter of 1999
and 1998,  respectively,  to compensate the Partnership for the fire restoration
costs. The Partnership has budgeted a total of $740,000 of capital  improvements
for 1999. Budgeted capital improvements will be funded from property operations.

The  Partnership  paid  $45,120 of MID to the General  Partner  during the first
quarter of 1999.  No  payments  of MID were made during  1998.  The  Partnership
distributed  $500,169  and  $499,996  to the limited  partners  during the first
quarter of 1999 and 1998,  respectively.  The  distribution was funded from cash
reserves of the Partnership.


<PAGE>
Short-term liquidity:

The Partnership expended  considerable  resources over the past several years to
restore its  properties to good operating  condition.  These  expenditures  were
necessary  to  maintain  the  competitive  position of the  Partnership's  aging
properties  in each of their  markets.  The  capital  improvements  enabled  the
Partnership  to increase its rental  revenues and reduce  certain of its repairs
and maintenance  expenses.  For 1999, the  Partnership has budgeted  $740,000 of
capital   improvements  to  its  real  estate   investments.   Budgeted  capital
improvements for 1999 will be funded from property operations.

At March 31, 1999, the Partnership held cash and cash equivalents of $1,944,604.
The General Partner considers this level of cash reserves to be adequate to meet
the Partnership's operating needs. The General Partner believes that anticipated
operating results for 1999 will be sufficient to fund the Partnership's budgeted
capital  improvements for 1999,  repay the current portion of the  Partnership's
mortgage  notes,  and provide funds for any required  environmental  remediation
(see Item 5 - Other Information).

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

Long-term liquidity:

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

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

None of the Partnership's remaining mortgage notes mature before 2002.


<PAGE>
Income Allocations and Distributions:

Terms of the Amended Partnership Agreement specify that net losses for financial
reporting  purposes  are  allocated  99% to the limited  partners  and 1% to the
General Partner. Net income for financial reporting purposes is allocated to the
General Partner in an amount equal to the greater of (a) 1% of net income or (b)
the  cumulative  amount  of the MID paid  for  which no  income  allocation  has
previously  been made;  any  remaining  net income is  allocated  to the limited
partners.  Therefore,  for the three months  ended March 31, 1999 and 1998,  net
income of  $45,120  and  $2,647,  respectively,  was  allocated  to the  General
Partner.  Net  income of $93,972  and  $262,019  was  allocated  to the  limited
partners for the three months ended March 31, 1999 and 1998, respectively.

The Partnership distributed $500,169 and $499,996 to the limited partners in the
first three  months of 1999 and 1998,  respectively.  The General  Partner  will
continue  to  monitor  the  cash  reserves  and  working  capital  needs  of the
Partnership to determine when cash flows will support  additional  distributions
to the limited  partners.  The  Partnership  paid  $45,120 of MID to the General
Partner  during the first  quarter  of 1999.  No MID  payments  were made to the
General Partner during 1998.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for  periods  after March 31,  1999.  All of these  statements  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate  sales or  refinancings of its
properties, and respond to changing economic and competitive factors.

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

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

The year 2000 problem is the result of computer programs being written using two
digits rather than four to define the  applicable  year.  Any programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.

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






<PAGE>
Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties.  Management has inventoried all
such systems and queried suppliers,  vendors and manufacturers to determine year
2000  compliance.  Based on this review,  management  believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative  suppliers who will be
in compliance.  Management believes that the remediation of any outstanding year
2000  conversion  issues  will not have a  material  or  adverse  effect  on the
Partnership's operations.  However, no estimates can be made as to the potential
adverse impact  resulting from the failure of third party service  providers and
vendors to be year 2000 compliant.

Cost
----

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

Risks
-----

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

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

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance.  Management  will assess these risks and develop  plans to mitigate
possible failures by July 1999.


<PAGE>
                           PART II. OTHER INFORMATION

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

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

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

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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval was received on October 6, 1998. A hearing for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.




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

Plaintiff's  counsel  intends  to seek an  order  awarding  attorney's  fees and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  Fees and
expenses shall be allocated amongst the Partnerships on a pro rata basis,  based
upon  tangible  asset value of each such  partnership,  less total  liabilities,
calculated in accordance with the Amended Partnership Agreements for the quarter
most recently ended.

ITEM 5.  OTHER INFORMATION
-------  -----------------

Environmental Matters:

Environmental laws create potential liabilities that may affect property owners.
The  environmental  laws of the  federal  and  certain  state  governments,  for
example,  impose  liability on current and certain past owners of property  from
which  there is a release  or threat of release of  hazardous  substances.  This
liability  includes  costs of  investigation  and  remediation  of the hazardous
substances and natural  resource  damages.  Liability for costs of investigation
and  remediation  is strict,  and may be  imposed  irrespective  of whether  the
property  owner was at fault,  although  there are a number of  defenses.  Third
parties,  as well as governments,  may recover under these laws.  Third parties,
such as adjacent property owners, also may seek to recover under the common law,
for damages to their property or health.  The presence of contamination also may
affect the ability of the property owner to sell, lease, or borrow money against
the property. To date,  environmental  concerns,  including those related to the
presence of hazardous  substances,  have not generally had a material  effect on
the Partnership's capital expenditures, earnings or competitive position.

In connection with the proposed sale  transaction as more fully described above,
in  fiscal  1998,  an  independent   environmental  consultant  engaged  by  the
Partnership  completed a Phase I Environmental  Site Assessment of each property
owned  by the  Partnership.  Such  environmental  assessments  performed  on the
properties  have not revealed any  environmental  liability that the Partnership
believes  would have a material  adverse effect on the  Partnership's  business,
assets or results of  operations,  except for the Redwood Plaza property in Utah
(the "Property"). The Phase I report recommended additional investigation at the
Property because of the presence of a dry cleaning plant that had been there for
approximately twenty years, and because the plant reportedly had used and stored
the chemical tetrachloroethene (PCE). Pursuant to the Partnership's request, the
consultant  then  conducted  a Phase II  Environmental  Site  Assessment  of the
Property,  and found that some of the soil and groundwater contained PCE and its
degradation products. Pursuant to the Partnership's request, the consultant then
conducted a Phase III investigation,  and found the presence of contamination in
soil and groundwater samples taken at the property line. Because the Partnership
has not undertaken any groundwater or soil sampling off-site,  the extent of the
contamination  from the  Property  has not been  established.  To deal with this
situation,  the Partnership has applied to the Utah Department of  Environmental
Quality to enter the Property into the State's  Voluntary  Cleanup  Program,  to
obtain a release from the State for cleanup liabilities.

<PAGE>
The  Partnership  is also  investigating  whether prior owners or tenants of the
Property may be responsible for the remediation of the  contaminants and is also
reviewing whether the cost of remediation may be covered by insurance.

Following the 1998 Phase III  Environmental  Site  Assessment,  the  Partnership
asked its  consultant  to prepare a preliminary  estimate of likely  remediation
costs for the Property based on all of the information known at that time. These
estimated  costs ranged from $600,000 to $1,170,000 over a period of five years.
These  estimates  are  based  on  preliminary  information  and  may  change  as
additional  data is gathered.  There also exists the  potential  for third party
actions, the likelihood and extent of which cannot be predicted at this time.

Accordingly,  the Partnership  recorded a liability for remediation costs at the
Property  of $600,000 in fiscal year 1998.  This  estimate  may be affected  by,
among other things,  new data and by any  modifications  to any remediation plan
that may be  proposed  by the Utah  regulatory  authorities.  The  effect of the
resolution  of these  matters on the results of  operations  of the  Partnership
cannot be predicted  because of the  uncertainty  concerning both the amount and
timing of future expenditures and future results of operations.

It is possible that these assessments with respect to the Property do not reveal
all potential environmental liabilities or that there are material environmental
liabilities of which the Partnership is unaware.  Moreover, no assurances can be
given  that (i)  future  laws,  ordinances  or  regulations  will not impose any
material environmental  liability or (ii) the current environmental condition of
the  Property  has not been or will not be affected by tenants and  occupants of
the Property, by the condition of properties in the vicinity of the Property, or
by third parties unrelated to the Partnership.

<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
-------   --------------------------------

(a)         Exhibits.

            Exhibit
            Number               Description
            --------             -----------

            4.                   Amended and Restated Limited Partnership Agree-
                                 ment dated September 20, 1991. (1)

            11.                  Statement regarding computation of net loss per
                                 limited  partnership unit: net loss per limited
                                 partnership  unit is computed  by dividing  net
                                 loss  allocated to the limited  partners by the
                                 number    of    limited    partnership    units
                                 outstanding.  Per  unit  information  has  been
                                 computed  based on 86,534  limited  partnership
                                 units outstanding in 1999 and 1998.

            27.                  Financial Data Schedule  for the  quarter ended
                                 March 31, 1999.

      (1)   Incorporated  by reference to the Annual  Report of  Registrant,  on
            Form 10-K for the period ended  December 31, 1991, as filed on March
            30, 1992.

(b)      Reports on Form 8-K.  There were no reports on Form  8-K  filed  during
         the quarter ended  March 31, 1999.
<PAGE>
                        McNEIL REAL ESTATE FUND XIV, LTD.

                                   SIGNATURES

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



                           McNEIL REAL ESTATE FUND XIV, Ltd.

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

                                By: McNeil Investors, Inc., General Partner





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




May 18, 1999                    By: /s/  Brandon K. Flaming
--------------                     ---------------------------------------------
Date                                Brandon K. Flaming
                                    Vice President of McNeil Investors, Inc.
                                    (Principal Accounting Officer)