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


                                    FORM 10-Q



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


      For the quarterly period ended      September 30, 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>
                                                                        September 30,        December 31,
                                                                             1999                1998
                                                                        -------------        ------------
ASSETS
------

Real estate investments:
<S>                                                                     <C>                  <C>
   Land ........................................................        $  4,663,828         $  4,663,828
   Buildings and improvements ..................................          37,457,189           37,237,007
                                                                        ------------         ------------
                                                                          42,121,017           41,900,835
   Less:  Accumulated depreciation .............................         (23,872,333)         (22,502,903)
                                                                        ------------         ------------
                                                                          18,248,684           19,397,932

Asset held for sale ............................................           2,447,506            2,192,549

Cash and cash equivalents ......................................           2,306,867            1,911,552
Cash segregated for security deposits ..........................             403,428              409,259
Accounts receivable ............................................              80,184               84,539
Prepaid expenses and other assets ..............................             161,992              139,313
Escrow deposits ................................................             684,219              607,161
Deferred borrowing costs, net of accumulated
   amortization of $611,001 and $532,052 at
   September 30, 1999, and December 31, 1998,
   respectively ................................................             779,991              858,940
                                                                        ------------         ------------
                                                                        $ 25,112,871         $ 25,601,245
                                                                        ============         ============

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

Mortgage notes payable, net ....................................        $ 23,119,840         $ 23,466,298
Accounts payable ...............................................              61,679              106,574
Accrued interest ...............................................             158,707              161,403
Accrued property taxes .........................................             170,091                   --
Other accrued expenses .........................................             140,215              117,056
Payable to affiliates - General Partner ........................           1,421,857              873,553
Provision for environmental remediation ........................             600,000              600,000
Security deposits and deferred rental revenue ..................             418,033              390,627
                                                                        ------------         ------------
                                                                          26,090,422           25,715,511
                                                                        ------------         ------------

Partners' equity (deficit):
   Limited  partners - 100,000 limited partnership units
     authorized;  86,534 limited partnership units
     outstanding at September 30, 1999 and
     December 31, 1998 .........................................             639,616            1,097,737
   General Partner .............................................          (1,617,167)          (1,212,003)
                                                                        ------------         ------------
                                                                            (977,551)            (114,266)
                                                                        ------------         ------------
                                                                        $ 25,112,871         $ 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                   Nine Months Ended
                                                    September 30,                       September 30,
                                            ----------------------------        ----------------------------
                                               1999              1998              1999               1998
                                            ----------        ----------        ----------        ----------

Revenue:
<S>                                         <C>               <C>               <C>               <C>
   Rental revenue ..................        $2,283,776        $2,197,752        $6,756,216        $6,477,188
   Interest ........................            31,563            13,523            75,505            50,464
   Gain on involuntary
     conversions ...................                --                --                --           204,641
                                            ----------        ----------        ----------        ----------
     Total revenue .................         2,315,339         2,211,275         6,831,721         6,732,293
                                            ----------        ----------        ----------        ----------

Expenses:
   Interest ........................           527,320           538,488         1,599,161         1,623,437
   Depreciation and
     amortization ..................           453,096           462,111         1,369,430         1,386,328
   Property taxes ..................           172,623           155,885           519,001           478,997
   Personnel expenses ..............           228,601           244,210           717,608           714,508
   Utilities .......................           121,990           123,357           348,214           351,873
   Repair and maintenance ..........           316,249           330,106           853,604           833,752
   Property management
     fees - affiliates .............           113,581           109,018           334,207           319,149
   Other property operating
     expenses ......................           106,297           118,600           315,389           353,075
   General and administrative ......           164,003            61,832           525,569           278,647
   General and administrative -
     affiliates ....................            54,584            51,711           162,370           162,134
                                            ----------        ----------        ----------        ----------
     Total expenses ................         2,258,344         2,195,318         6,744,553         6,501,900
                                            ----------        ----------        ----------        ----------

Net income .........................        $   56,995        $   15,957        $   87,168        $  230,393
                                            ==========        ==========        ==========        ==========

Net income allocated to
   limited partners ................        $   42,048        $   15,797        $   42,048        $  228,089
Net income allocated to
   General Partner .................            14,947               160            45,120             2,304
                                            ----------        ----------        ----------        ----------

Net income .........................        $   56,995        $   15,957        $   87,168        $  230,393
                                            ==========        ==========        ==========        ==========

Net income per limited
   partnership unit ................        $      .49        $      .19        $      .49        $     2.64
                                            ==========        ==========        ==========        ==========

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 Nine Months Ended September 30, 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 .............................              2,304             228,089             230,393

Management Incentive Distribution.......           (403,651)                 --            (403,651)

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

Balance at September 30, 1998 ..........        $(1,065,748)        $ 1,491,538         $   425,790
                                                ===========         ===========         ===========


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

Net income .............................             45,120              42,048              87,168

Management Incentive Distribution ......           (450,284)                 --            (450,284)

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

Balance at September 30, 1999 ..........        $(1,617,167)        $   639,616         $  (977,551)
                                                ===========         ===========         ===========

</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>

                                                                         Nine Months Ended
                                                                            September 30,
                                                                 --------------------------------
                                                                     1999                1998
                                                                 ------------        ------------
Cash flows from operating activities:
<S>                                                              <C>                 <C>
   Cash received from tenants ...........................        $ 6,762,915         $ 6,555,375
   Cash paid to suppliers ...............................         (2,785,834)         (2,520,022)
   Cash paid to affiliates ..............................           (353,437)           (417,472)
   Interest received ....................................             75,505              50,464
   Interest paid ........................................         (1,483,504)         (1,516,455)
   Property taxes paid and escrowed .....................           (445,640)           (466,825)
                                                                 -----------         -----------
Net cash provided by operating activities ...............          1,770,005           1,685,065
                                                                 -----------         -----------

Cash flows from investing activities:
   Insurance proceeds from involuntary conversions.......             31,600             308,069
   Additions to real estate investments .................           (475,139)           (941,030)
                                                                 -----------         -----------
Net cash used in investing activities ...................           (443,539)           (632,961)
                                                                 -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes payable .........           (385,862)           (355,293)
   Management Incentive Distribution paid ...............            (45,120)                 --
   Distributions to limited partners ....................           (500,169)           (499,996)
                                                                 -----------         -----------
Net cash used in financing activities ...................           (931,151)           (855,289)
                                                                 -----------         -----------

Net increase in cash and cash equivalents ...............            395,315             196,815

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

Cash and cash equivalents at end of period ..............        $ 2,306,867         $ 1,489,430
                                                                 ===========         ===========
</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>
                                                                           Nine Months Ended
                                                                              September 30,
                                                                     -------------------------------
                                                                         1999                1998
                                                                     -----------         -----------
<S>                                                                  <C>                 <C>
Net income ..................................................        $    87,168         $   230,393
                                                                     -----------         -----------

Adjustments to reconcile net income to net cash provided
   by  operating activities:
   Depreciation and amortization ............................          1,369,430           1,386,328
   Amortization of deferred borrowing costs .................             78,949              71,744
   Amortization of discounts on mortgage
     notes payable ..........................................             39,404              37,689
   Gain on involuntary conversions ..........................                 --            (204,641)
   Changes in assets and liabilities:
     Cash segregated for security deposits ..................              5,831              48,322
     Accounts receivable ....................................            (27,245)             14,047
     Prepaid expenses and other assets ......................            (22,679)              5,074
     Escrow deposits ........................................            (77,058)             (5,593)
     Accounts payable .......................................            (44,895)             (1,777)
     Accrued interest .......................................             (2,696)             (2,451)
     Accrued property taxes .................................            170,091              13,152
     Other accrued expenses .................................             23,159               3,386
     Payable to affiliates - General Partner ................            143,140              63,811
     Security deposits and deferred rental revenue ..........             27,406              25,581
                                                                     -----------         -----------
       Total adjustments ....................................          1,682,837           1,454,672
                                                                     -----------         -----------

Net cash provided by operating activities ...................        $ 1,770,005         $ 1,685,065
                                                                     ===========         ===========
</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)

                               September 30, 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 and nine months ended September
30, 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>
                                                                    Nine Months Ended
                                                                         September 30,
                                                                 ------------------------
                                                                   1999            1998
                                                                 --------        --------
<S>                                                              <C>             <C>
Property management fees - affiliates ...................        $334,207        $319,149
Charged to general and administrative - affiliates:
  Partnership administration ............................         162,370         162,134
                                                                 --------        --------

                                                                 $496,577        $481,283
                                                                 ========        ========

Charged to General Partner's deficit:
  Management Incentive Distribution .....................        $450,284        $403,651
                                                                 ========        ========
</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 and $15,366 of the total $375,797 gain
was recognized during the first and second quarters of 1998, respectively.

NOTE 5.
-------

On June 24, 1999, the Partnership and 18 affiliated partnerships,  collectively,
(the  "Partnerships"),the  General Partner, McNeil Investors,  Inc., McNeil Real
Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil
entered into a definitive  acquisition  agreement (the "Master  Agreement") with
WXI/McN Realty L.L.C.  ("Newco"),  an affiliate of Whitehall  Street Real Estate
Limited Partnership XI, a real estate investment fund managed by Goldman,  Sachs
& Co., whereby Newco and its  subsidiaries  will acquire the  Partnerships.  The
Master Agreement provides that the Partnerships will be merged with subsidiaries
of Newco.  The Master  Agreement also provides for the  acquisition by Newco and
its  subsidiaries of the assets of McREMI.  The aggregate  consideration  in the
transaction,  including the assumption or prepayment of all outstanding mortgage
debt of the Partnerships, is approximately $644,440,000.

Pursuant  to the terms of the Master  Agreement,  the  limited  partners  in the
Partnership  will  receive  cash on the  closing  date of the  transaction  (the
"Closing  Date")  in  exchange  for  their  limited  partnership  interests.  In
addition,  the  Partnership  will declare a special  distribution to its limited
partners  on the Closing  Date equal to its then  positive  net working  capital
balance, if any. The estimated  aggregate  consideration and net working capital
distribution  to be  received  per unit of limited  partnership  interest in the
Partnership were estimated as $214.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.



<PAGE>
On the Closing Date,  the General  Partner of the  Partnership,  will receive an
equity  interest  in  Newco in  exchange  for its  contribution  to Newco of the
general  partnership  interests  in the  Partnerships,  the limited  partnership
interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the
assets of McREMI.

The  Partnership's  participation  in the transaction is subject to, among other
conditions,  the  approval  by  a  majority  of  the  limited  partners  of  the
Partnership.

In some circumstances,  as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000,  if the
Master Agreement is terminated with respect to one or more of the  Partnerships.
In the case of termination of the Master Agreement in these circumstances,  each
of the  Partnerships  with  respect  to  which  the  Master  Agreement  has been
terminated  will be severally,  but not jointly,  liable for payment to Newco of
its  respective  break-up  fee.  The  break-up  fee ratably  calculated  for the
Partnership is $1,225,314.

All previous costs associated with this transaction had been allocated among the
Partnerships  and McREMI based on the relative  number of  properties  contained
therein.  On June 24, 1999,  a fairness  opinion (the  "Fairness  Opinion")  was
rendered by Robert A. Stanger & Co., Inc., an independent  financial advisor, to
the  effect  that  the  aggregate  consideration  to be  paid  for  the  general
partnership   interests  and  limited  partnership   interests  in  all  of  the
Partnerships  and the assets of McREMI is fair from a financial point of view to
the holders of each class of limited  partnership.  Based on the relative values
as set forth in the Fairness Opinion,  the Partnership recorded an adjustment to
general and administrative expenses and other accrued expenses during the second
quarter  of 1999 in the  amount  of  $52,826  to  reflect  the  reallocation  of
previously paid transaction costs among the Partnerships and McREMI.


ITEM 2.  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 September  30, 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.











<PAGE>
RECENT DEVELOPMENTS
-------------------

On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership)
and WXI/McN Realty L.L.C.,  an affiliate of Whitehall Street Real Estate Limited
Partnership XI ("Whitehall"),  a real estate investment fund managed by Goldman,
Sachs & Co.,  announced  that they have entered  into a  definitive  acquisition
agreement  whereby the Whitehall  affiliate will acquire by merger nineteen real
estate  limited  partnerships  operated by McNeil  Partners,  L.P. and Robert A.
McNeil.  The limited  partnerships  involved are the Partnership and McNeil Real
Estate Funds IX, X, XI, XII,  XV, XX, XXI,  XXII,  XXIII,  XXIV,  XXV,  XXVI and
XXVII,  Hearth Hollow  Associates,  McNeil Midwest  Properties I, L.P.,  Regency
North Associates,  Fairfax Associates and McNeil Summerhill  (collectively,  the
"Partnerships").  The  Partnerships  (other than Fairfax  Associates  and McNeil
Summerhill  which are wholly-owned by Robert A. McNeil and related parties) will
be merged with  subsidiaries of WXI/McN Realty L.L.C. The acquisition  agreement
also provides for the  acquisition  by WXI/McN  Realty  L.L.C.  of the assets of
McNeil Real Estate Management,  Inc. ("McREMI").  The aggregate consideration in
the transaction, including all outstanding mortgage debt of the Partnerships, is
approximately $644,440,000.

Pursuant to the terms of the acquisition agreement, the limited partners in each
of the  Partnerships  (other than those  wholly-owned  by Robert A. McNeil) will
receive  cash on the  closing  date of the  transaction  in  exchange  for their
limited partnership interests. In addition, each Partnership will make a special
distribution  to its limited  partners on the  closing  date of the  transaction
equal to its then net positive  working capital balance.  McNeil Partners,  L.P.
will receive an equity  interest in WXI/McN  Realty  L.L.C.  in exchange for its
contribution  of its general  partnership  interests  in the  Partnerships,  the
limited partnership interests in its wholly-owned Partnerships and the assets of
McREMI.

The proposed  transaction  follows an extensive  marketing effort by PaineWebber
Incorporated, exclusive financial advisor to the Partnerships.

The  transaction  has been  unanimously  approved by the Board of  Directors  of
McNeil  Investors,  Inc.,  the general  partner of McNeil  Partners,  L.P.,  the
general partner of each of the Partnerships other than Regency North Associates,
Fairfax  Associates and McNeil  Summerhill.  The respective  general partners of
Regency North  Associates,  Fairfax  Associates and McNeil  Summerhill also have
approved the  transaction.  The Board of Directors of McNeil Investors based its
approval upon, among other things,  the recommendation of a Special Committee of
the Board,  appointed at the  beginning  of the  discussions  with  Whitehall to
represent the interests of holders of limited  partnership  interests in each of
the Partnerships.  In addition,  the Special Committee and the Board relied upon
fairness  opinions given by Robert A. Stanger & Co., Inc.  ("Stanger & Co."), an
independent  financial  advisor  to the  Partnerships,  to the  effect  that the
aggregate  consideration  is  fair  to the  holders  of each  class  of  limited
partnership  interests  in each of the  Partnerships.  The  Special  Committee's
recommendation  was also  based upon the  separate  opinions  of Eastdil  Realty
Company ("Eastdil"), the independent financial advisor to the Special Committee.
Stanger & Co. and Eastdil have each also  rendered an opinion that the aggregate
consideration  to be paid for the  general  partnership  interests  and  limited
partnership  interests  in all of the  Partnerships  and the assets of McREMI is
fair from a  financial  point of view to the  holders  of each  class of limited
partnership interests in each of the Partnerships.



<PAGE>
Each of the Partnerships'  participation in the transaction is subject to, among
other  conditions,  the  approval by a majority  of the limited  partners of the
respective   Partnerships.   The  approval  of  the  limited   partners  of  the
Partnerships  will be sought at meetings to be held in the coming  months  after
the filing of proxy statements with the Securities and Exchange  Commission with
respect to the publicly traded Partnerships, and the subsequent mailing of proxy
statements to the limited partners. Preliminary proxy statements were filed with
the SEC on August 3, 1999 and amended proxy  statements were filed September 30,
1999, October 21, 1999 and November 10, 1999.

The aggregate  consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI,  based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil.  Based upon this allocation  analysis
and the fairness  opinions  rendered by Stanger & Co. and  Eastdil,  the Special
Committee,  the Board of Directors of McNeil  Investors,  Inc.,  the  respective
general  partners of Regency North  Associates,  Fairfax  Associates  and McNeil
Summerhill  have each  unanimously  approved  the  allocation  of the  aggregate
consideration.   The  estimated  aggregate  consideration  and  working  capital
distribution  to be  received  per unit of limited  partnership  interest of the
Partnership were estimated as $214.

McNeil Partners,  L.P. will contribute its real estate investment and management
company  business to a  subsidiary  of WXI/McN  Realty,  L.L.C.,  along with its
general  partnership  interests in the Partnerships and its limited  partnership
interests in the wholly-owned Partnerships, having an aggregate allocated value,
as  determined  by  Stanger  &  Co.,  of  approximately  $58,640,000,  of  which
approximately  $29,400,000  reflects  balances due to McNeil Partners,  L.P. and
McREMI as reflected on the  Partnerships'  financial  statements as of March 31,
1999.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds
sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with
public and private investors, to acquire real estate worldwide.

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

The  Partnership  reported net income of $56,995 and $87,168 for the three month
and nine month  periods  ended  September  30, 1999 as compared to net income of
$15,957  and  $230,393  for the same  periods  of 1998.  Net income for the nine
months  ended  September  30, 1998  included  $204,641  of gains on  involuntary
conversions  relating to fires at Embarcadero Club Apartments and Thunder Hollow
Apartments.




<PAGE>
Revenues:

The Partnership's  rental revenue increased $86,024 or 3.9% and $279,028 or 4.3%
for the three and nine month periods ended September 30, 1999, respectively,  as
compared to the same periods of 1998.  Tanglewood Village Apartments  reported a
7.3%  increase in rental  revenue due to  increases in base rental rates and the
property's occupancy rate. Rental revenue increased 4.3% and 3.8% at Embarcadero
Club  Apartments and Thunder Hollow  Apartments,  respectively.  Both properties
reported  increases in base rental rates that were partially offset by decreases
in occupancy rates.  Base rental revenue also increased at Windrock  Apartments,
but  increased  vacancy  losses more than offset the  increase in rental  rates,
leading to a 2.8% decrease in Windrock's net rental revenue.  Net rental revenue
increased 8.0% at Redwood Plaza.  Base rental rates  increased at Redwood Plaza,
but the increase  was  partially  offset by  increased  vacancy and other rental
losses.

The Partnership  recognized $204,641 of involuntary  conversion gains during the
nine month period ended  September  30, 1998,  relating to fires at  Embarcadero
Club  Apartments  and Thunder  Hollow  Apartments.  The gains equaled  insurance
proceeds  received in excess of the basis of the property  damaged by the fires.
No such gains were recognized during the first nine months of 1999.

Expenses:

Total  expenses  increased by $63,026 or 2.9% and $242,653 or 3.7% for the three
month and nine month periods ended September 30, 1999, respectively, as compared
to the same periods of 1998. On a percentage basis, the Partnership recorded the
largest  increase in general and  administrative  expenses,  which was partially
offset by a decrease in other property operating expenses, as discussed below.

General and administrative  expenses increased $102,171 to $164,003 and $246,922
to $525,569 for the three month and nine month periods ended September 30, 1999,
respectively,  as compared to the same periods of 1998. The Partnership recorded
increased costs to explore alternatives to maximize the value of the Partnership
(see Recent  Developments)  and recorded an adjustment to reallocate  previously
paid  transaction  costs among the Partnerships and McREMI in the second quarter
of 1999 (see Note 5).

Other  property  operating  expenses  decreased  $12,303 or 10.4% and $37,686 or
10.7% for the three  month and nine month  periods  ended  September  30,  1999,
respectively,  as compared to the same  periods of 1998.  The  decrease in other
property operating  expenses was the result of decreased  insurance premiums and
reductions in the amount of bad debts incurred by the Partnership.

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

The Partnership  generated  $1,770,005 of cash from operating activities for the
first nine months of 1999, a 5.0% increase over cash  generated  from  operating
activities  for the first nine  months of 1998.  Increased  cash  received  from
tenants and decreased  cash paid to  affiliates  more than offset an increase in
cash paid to suppliers.







<PAGE>
The Partnership  expended $475,139 and $941,030 in capital  improvements  during
the  first  nine  months  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 $308,069 were received during the
first nine months 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 in the first nine
months of 1999.  No  payments  of MID were made  during the first nine months of
1998. The Partnership  distributed $500,169 and $499,996 to the limited partners
in the first nine months of 1999 and 1998, respectively.  The distributions were
funded from cash reserves of the Partnership.

Short-term liquidity:

The Partnership expended  considerable  resources over the past several years to
restore its  properties to good operating  condition.  These  expenditures  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  September  30,  1999,  the  Partnership  held cash and cash  equivalents  of
$2,306,867.  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.  See "Recent
Developments" above.

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 nine months ended September 30, 1999 and 1998, net
income of  $45,120  and  $2,304,  respectively,  was  allocated  to the  General
Partner.  For the nine months ended  September 30, 1999 and 1998,  net income of
$42,048 and $228,089 was allocated to the limited partners, respectively.

The Partnership distributed $500,169 and $499,996 to the limited partners in the
first nine  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 in the first nine months of 1999.  No MID payments  were made to
the General Partner during the first nine months of 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  September 30, 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 has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.


<PAGE>
                           PART II. OTHER INFORMATION

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

1)   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.  ("McREMI")  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.  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.
     Because the settlement contemplated a transaction which included all of the
     Partnerships  and plaintiffs  claimed that an effort should be made to sell
     all of the  Partnerships,  in or around September 1998,  plaintiffs filed a
     third  consolidated and amended  complaint which included  allegations with
     respect to the  Partnerships  which had not been named in previously  filed
     complaints.


<PAGE>
     On September 15, 1998, the parties signed a Stipulation of Settlement.  For
     purposes of settlement,  the parties stipulated to a class comprised of all
     owners of  limited  partner  units in the  Partnerships  during  the period
     beginning June 21, 1991, the earliest date that proxy materials began to be
     issued in connection with the  restructuring of the  Partnerships,  through
     September 15, 1998. As structured,  the Stipulation of Settlement  provided
     for the payment of over $35 million in distributions  and the commitment to
     market the Partnerships for sale, together with McREMI,  through a fair and
     impartial bidding process overseen by a national  investment  banking firm.
     To ensure the integrity of that  process,  defendants  agreed,  among other
     things, to involve  plaintiffs'  counsel in oversight of that process,  and
     plaintiffs'  counsel  retained  an  independent  advisor to  represent  the
     interests  of  limited  partners  of the  Partnerships  in the  event  of a
     transaction. The transaction described in Item 2 - Recent Developments is a
     result  of  that  process.  The  settlement  was  not  conditioned  on  the
     consummation of this transaction.

     On October 6, 1998, the court gave preliminary  approval to the settlement.
     It granted final  approval to the  settlement on July 8, 1999 and entered a
     Final Order and Judgment dismissing the consolidated action with prejudice.
     As a condition  of final  approval,  the court  requested,  and the parties
     agreed  to, a slight  modification  of the  release in the  Stipulation  of
     Settlement  with respect to future claims.  Plaintiffs'  counsel intends to
     seek an order awarding  attorneys' fees and reimbursing their out-of-pocket
     expenses in an amount which is as yet undetermined. 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. A Notice of Appeal was filed September 3, 1999
     by High River  Limited  Partnership,  Unicorn  Associates  Corporation  and
     Longacre Corporation.

2)   High   River  Limited Partnership,  Unicorn   Associates  Corporation   and
     Longacre  Corporation,  et al. v. McNeil Partners,  L.P.  ("MPLP"),  McNeil
     Investors, Inc., McNeil Real Estate Management,  Inc. (McREMI"),  Robert A.
     McNeil  and  Carole J.  McNeil,  - Supreme  Court of the State of New York,
     County of New York, - Index No. 99 603526.

     On July 23,  1999,  High  River and two other  affiliates  of Carl C. Icahn
     (Unicorn  Associates  Corporation  and  Longacre   Corporation),   filed  a
     complaint for damages in the Supreme Court of the State of New York, County
     of New York.  Plaintiffs allege that the defendants  improperly  interfered
     with  tender  offers made by High River for  limited  partner  units in the
     Partnership  and other  affiliated  partnerships  in which  MPLP  serves as
     General Partner (the "McNeil Partnerships"), by, among other things, filing
     purportedly  frivolous  litigation  to delay High River's  offers,  issuing
     purportedly  false  and  misleading  statements  opposing  the  offers  and
     purportedly  forcing  High River itself to file  litigation  to enforce its
     rights. High River also alleges that as a result the defendants caused High
     River to incur undue expense and that the defendants  ultimately  prevented
     High River  from  acquiring  a greater  number of  limited  partner  units.
     Plaintiffs also allege that the defendants  improperly  excluded High River
     from  participating  in the  auction  process  for the  sale of the  McNeil
     Partnerships,  and otherwise took steps to prevent its participation in the
     auction.  In  addition,  plaintiffs,  who are limited  partners  in,  among
     others,  McNeil  Funds IX, X, XI, XII,  XIV, XV, XX,  XXIV,  XXV,  XXVI and
     XXVII, have also sued the defendants based on their status as opt-outs from
     the  Schofield  settlement.  Plaintiffs  seek  undisclosed  damages  and an
     accounting.
<PAGE>
     On July 30, 1999,  defendants  filed an answer to the High River Complaint,
     denying  each and every  material  allegation  contained  in the High River
     Complaint   and  asserting   several   affirmative   defenses.   Settlement
     negotiations are underway.

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.

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.
<PAGE>
Accordingly,  the Partnership  recorded a liability for remediation costs at the
Property of $600,000 in 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.

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

(a)         Exhibits.

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

            4.                   Amended   and   Restated   Limited  Partnership
                                 Agreement dated September 20, 1991. (1)

            11.                  Statement  regarding  computation of net income
                                 per limited  partnership  unit:  net income per
                                 limited   partnership   unit  is   computed  by
                                 dividing  net income  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
                                 September 30, 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.  A Report on Form 8-K dated  July 8, 1999 was
          filed on July 9, 1999  regarding  the letter received  from High River
          Limited Partnership.

<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





November 15, 1999                 By: /s/  Ron K. Taylor
-----------------                    -------------------------------------------
Date                                  Ron K. Taylor
                                      President and Director of McNeil
                                       Investors, Inc.
                                      (Principal Financial Officer)




November 15, 1999                 By: /s/  Brandon K. Flaming
-----------------                    -------------------------------------------
Date                                  Brandon K. Flaming
                                      Vice President of McNeil Investors, Inc.
                                      (Principal Accounting Officer)