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, 1998
                                     -------------------------------------------


                                       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,
                                                                             1998                 1997
                                                                         -------------        -------------
ASSETS
------

Real estate investments:
<S>                                                                      <C>                  <C>         
   Land .........................................................        $  4,663,828         $  4,663,828
   Buildings and improvements ...................................          37,065,967           36,220,158
                                                                         ------------         ------------
                                                                           41,729,795           40,883,986
   Less:  Accumulated depreciation ..............................         (22,019,124)         (20,632,796)
                                                                         ------------         ------------
                                                                           19,710,671           20,251,190

Asset held for sale, net ........................................           2,028,131            1,932,910

Cash and cash equivalents .......................................           1,489,430            1,292,615
Cash segregated for security deposits ...........................             382,826              431,148
Accounts receivable .............................................             388,652              663,087
Prepaid expenses and other assets ...............................             136,207              141,281
Escrow deposits .................................................             669,887              664,294
Deferred borrowing costs, net of accumulated
   amortization of $513,656 and $441,912 at
   September 30, 1998, and December 31, 1997,
   respectively .................................................             877,336              949,080
                                                                         ------------         ------------

                                                                         $ 25,683,140         $ 26,325,605
                                                                         ============         ============

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

Mortgage notes payable, net .....................................        $ 23,573,408         $ 23,891,012
Accounts payable ................................................              67,351               69,128
Accrued interest ................................................             162,315              164,766
Accrued property taxes ..........................................             114,352              101,200
Other accrued expenses ..........................................              77,298               73,912
Payable to affiliates - General Partner .........................             679,219              211,757
Deferred gain on involuntary conversion .........................             189,154              346,114
Security deposits and deferred rental revenue ...................             394,253              368,672
                                                                         ------------         ------------
                                                                           25,257,350           25,226,561
                                                                         ------------         ------------

Partners' equity (deficit):
   Limited  partners - 100,000  limited  partnership
     units  authorized;  86,534 limited partnership units
     outstanding at September 30, 1998 and
     December 31, 1997 ..........................................           1,491,538            1,763,445
   General Partner ..............................................          (1,065,748)            (664,401)
                                                                         ------------         ------------
                                                                              425,790            1,099,044
                                                                         ------------         ------------

                                                                         $ 25,683,140         $ 26,325,605
                                                                         ============         ============
</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,
                                               ------------------------------        ------------------------------
                                                   1998               1997               1998                1997
                                               -----------        -----------        -----------        -----------

Revenue:
<S>                                            <C>                <C>                <C>                <C>        
   Rental revenue .....................        $ 2,197,752        $ 2,235,232        $ 6,477,188        $ 6,898,514
   Interest ...........................             13,523             65,661             50,464            167,760
   Gain on involuntary
     conversions ......................                 --                 --            204,641                 --
   Gain on sale of real estate ........                 --            873,396                 --          3,081,755
                                               -----------        -----------        -----------        -----------
     Total revenue ....................          2,211,275          3,174,289          6,732,293         10,148,029
                                               -----------        -----------        -----------        -----------

Expenses:
   Interest ...........................            538,488            593,552          1,623,437          1,857,424
   Depreciation .......................            462,111            470,606          1,386,328          1,407,920
   Property taxes .....................            155,885            154,836            478,997            511,065
   Personnel expenses .................            244,210            248,530            714,508            744,303
   Utilities ..........................            123,357            121,549            351,873            366,973
   Repair and maintenance .............            330,106            295,169            833,752            854,200
   Property management
     fees - affiliates ................            109,018            114,687            319,149            345,280
   Other property operating
     expenses .........................            118,600            131,856            353,075            401,079
   General and administrative .........             61,832             24,907            278,647             77,051
   General and administrative -
     affiliates .......................             51,711             58,512            162,134            181,240
                                               -----------        -----------        -----------        -----------
     Total expenses ...................          2,195,318          2,214,204          6,501,900          6,746,535
                                               -----------        -----------        -----------        -----------

Net income ............................        $    15,957        $   960,085        $   230,393        $ 3,401,494
                                               ===========        ===========        ===========        ===========

Net income allocated to
   limited partners ...................        $    15,797        $   334,246        $   228,089        $   334,246
Net income allocated to
   General Partner ....................                160            625,839              2,304          3,067,248
                                               -----------        -----------        -----------        -----------

Net income ............................        $    15,957        $   960,085        $   230,393        $ 3,401,494
                                               ===========        ===========        ===========        ===========

Net income per limited
   partnership unit ...................        $       .19        $      3.86        $      2.64        $      3.86
                                               ===========        ===========        ===========        ===========

Distributions per limited
   partnership unit ...................        $        --        $     46.22        $      5.78        $     46.22
                                               ===========        ===========        ===========        ===========
</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, 1998 and 1997


<TABLE>
<CAPTION>
                                                                                             Total
                                                                                           Partners'
                                                   General             Limited              Equity
                                                   Partner             Partners            (Deficit)
                                                 ------------        ------------        -----------
<S>                                              <C>                 <C>                 <C>        
Balance at December 31, 1996 ............        $(3,166,815)        $ 7,648,141         $ 4,481,326

Net income ..............................          3,067,248             334,246           3,401,494

Management Incentive Distribution........           (443,577)                 --            (443,577)

Distributions to limited partners .......                 --          (4,000,002)         (4,000,002)
                                                 -----------         -----------         -----------

Balance at September 30, 1997 ...........        $  (543,144)        $ 3,982,385         $ 3,439,241
                                                 ===========         ===========         ===========


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
                                                 ===========         ===========         ===========
</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,
                                                                   --------------------------------
                                                                       1998                1997
                                                                   ------------        ------------
Cash flows from operating activities:
<S>                                                                <C>                 <C>        
   Cash received from tenants .............................        $ 6,555,375         $ 6,900,605
   Cash paid to suppliers .................................         (2,520,022)         (2,457,038)
   Cash paid to affiliates ................................           (417,472)           (556,800)
   Interest received ......................................             50,464             167,760
   Interest paid ..........................................         (1,516,455)         (1,738,869)
   Property taxes paid and escrowed .......................           (466,825)           (475,286)
                                                                   -----------         -----------
Net cash provided by operating activities .................          1,685,065           1,840,372
                                                                   -----------         -----------

Cash flows from investing activities:
   Insurance proceeds from involuntary conversions ........            308,069                  --
   Proceeds from sale of real estate ......................                 --           9,868,594
   Additions to real estate investments ...................           (941,030)           (390,094)
                                                                   -----------         -----------
Net cash provided by (used in) investing activities........           (632,961)          9,478,500
                                                                   -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes payable ...........           (355,293)           (426,868)
   Retirement of mortgage note payable ....................                 --          (3,722,368)
   Management Incentive Distribution paid .................                 --          (1,774,877)
   Distributions to limited partners ......................           (499,996)         (4,000,002)
                                                                   -----------         -----------
Net cash used in financing activities .....................           (855,289)         (9,924,115)
                                                                   -----------         -----------

Net increase in cash and cash equivalents .................            196,815           1,394,757

Cash and cash equivalents at beginning of
   period .................................................          1,292,615           1,903,902
                                                                   -----------         -----------

Cash and cash equivalents at end of period ................        $ 1,489,430         $ 3,298,659
                                                                   ===========         ===========
</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,
                                                                        -------------------------------
                                                                            1998                1997
                                                                        -----------         -----------
<S>                                                                     <C>                 <C>        
Net income .....................................................        $   230,393         $ 3,401,494
                                                                        -----------         -----------

Adjustments to reconcile net income to net cash provided
   by operating activities:
   Depreciation ................................................          1,386,328           1,407,920
   Amortization of deferred borrowing costs ....................             71,744              71,743
   Amortization of discounts on mortgage
     notes payable .............................................             37,689              78,386
   Gain on involuntary conversions .............................           (204,641)                 --
   Gain on sale of real estate .................................                 --          (3,081,755)
   Changes in assets and liabilities:
     Cash segregated for security deposits .....................             48,322              (3,963)
     Accounts receivable .......................................             14,047              25,029
     Prepaid expenses and other assets .........................              5,074              14,149
     Escrow deposits ...........................................             (5,593)             28,098
     Accounts payable ..........................................             (1,777)            (34,524)
     Accrued interest ..........................................             (2,451)            (31,574)
     Accrued property taxes ....................................             13,152              23,872
     Other accrued expenses ....................................              3,386             (15,359)
     Payable to affiliates - General Partner ...................             63,811             (30,280)
     Security deposits and deferred rental revenue .............             25,581             (12,864)
                                                                        -----------         -----------
       Total adjustments .......................................          1,454,672          (1,561,122)
                                                                        -----------         -----------

Net cash provided by operating activities ......................        $ 1,685,065         $ 1,840,372
                                                                        ===========         ===========
</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, 1998


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 nine months ended September 30, 1998
are not necessarily indicative of the results to be expected for the year ending
December 31, 1998.

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,  1997,  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.  The
maximum MID  percentage  decreases  subsequent to 1999.  Tangible asset value is
determined  by using the  greater  of (i) an amount  calculated  by  applying  a
capitalization  rate  of 9% to the  annualized  net  operating  income  of  each
property or (ii) a value of $10,000 per apartment unit for residential  property
and $50 per gross square foot for commercial  property to arrive at the property
tangible  asset value.  The property  tangible  asset value is then added to the
book value of all other assets excluding intangible items.

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,
                                                                ------------------------
                                                                  1998           1997
                                                                --------        --------

<S>                                                             <C>             <C>     
Property management fees - affiliates ..................        $319,149        $345,280
Charged to general and administrative - affiliates:
  Partnership administration ...........................         162,134         181,240
                                                                --------        --------

                                                                $481,283        $526,520
                                                                ========        ========

Charged to General Partner's deficit:
  Management Incentive Distribution ....................        $403,651        $443,577
                                                                ========        ========
</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  deferred  gain  on  involuntary
conversion on the  Partnership's  December 31, 1997 Balance  Sheet.  The $17,998
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  approximately  $544,716 of damage to eight
units of Thunder Hollow Apartments.  The Partnership  expects to receive a total
of approximately  $534,662 of insurance  reimbursements  to cover the repair and
restoration  costs at Thunder Hollow  Apartments.  As of September 30, 1998, the
Partnership had received $268,571 of insurance reimbursements. The excess of the
expected  insurance  reimbursements  over the basis of the property  damaged was
recorded  as a deferred  gain on  involuntary  conversion  on the  Partnership's
December 31, 1997 Balance Sheet. In 1998, the Partnership recorded an additional
$47,681 of deferred gain to reflect additional expected insurance proceeds. As a
result  of the  insurance  payments  received  so far in 1998,  $186,643  of the
deferred  gain was  recognized  during  the  first  two  quarters  of 1998.  The
remaining  deferred  gain of $189,154 will be  recognized  when the  Partnership
receives the rest of the insurance reimbursements from its insurance carrier.

NOTE 5.
-------

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

                                                     Gain on Sale  Cash Proceeds
                                                     ------------  -------------

Cash sales price ...............................     $ 6,610,000    $ 6,610,000

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

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

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

Net cash proceeds ..............................                    $ 4,193,256
                                                                    ===========






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

                                                     Gain on Sale  Cash Proceeds
                                                     ------------  -------------

Cash sales price ...............................     $ 3,500,000    $ 3,500,000

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

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

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

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

NOTE 6.
-------

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

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


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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. 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 on final  Court
approval is scheduled for December 17, 1998.

Plaintiff's  counsel  intend  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 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 September  30, 1998,  the
Partnership owned four apartment  properties and one retail shopping center. All
of the Partnership's properties are subject to mortgage notes.

On October 1, 1996,  the  Partnership  placed its three  commercial  properties,
County Hills Plaza, Midvale Plaza and Redwood Plaza, on the market for sale. The
Partnership  sold  Country  Hills Plaza and  Midvale  Plaza on April 8, 1997 and
September 24, 1997,  respectively.  The Partnership distributed the net proceeds
from the sale of these two properties to the limited  partners in 1997.  Redwood
Plaza, the  Partnership's  sole remaining  commercial  property,  remains on the
market for sale.

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

The Partnership  reported net income of $15,797 and $230,393 for the three month
and nine month periods ended  September 30, 1998. For the comparable  periods of
1997, the Partnership reported net income of $960,085 and $3,401,494. Net income
for the three month and nine month  periods  ended  September  30, 1997 includes
$873,396 and $3,081,755,  respectively,  of gains from the sale of Country Hills
Plaza on April 8, 1997,  and Midvale Plaza on September 24, 1997. Net income for
the 1997 periods also  includes  revenues and expenses  from the two  properties
prior to their  respective  sale  dates.  Net income for the nine  months  ended
September 30, 1998 includes $204,641 in gains on involuntary conversions.


<PAGE>
Excluding the  non-recurring  gains and the revenues and expenses  pertaining to
Country Hills Plaza and Midvale Plaza,  Partnership  income decreased to $26,595
from  $132,373 for the nine month  periods  ended  September  30, 1998 and 1997,
respectively.

Revenues:

Rental  revenue  decreased  1.7% and 6.1% for the  three  month  and nine  month
periods  ended  September  30,  1998 as  compared  to the same  periods of 1997.
However, after eliminating the effects of rental revenues at Country Hills Plaza
and Midvale Plaza,  which were sold during 1997, rental revenue at the remainder
of the Partnership's  properties  increased  $205,780 or 3.3% for the nine month
period ended September 30, 1998 as compared to the same period of 1997.

Rental  revenue  increased  at  three  of  the  Partnership's  four  residential
properties.  Increased  rental rates at  Embarcadero  Club  Apartments,  Thunder
Hollow  Apartments and Windrock  Apartments led to 5.2%, 3.6% and 2.1% increases
in rental revenue, respectively. Rental revenue at Tanglewood Village Apartments
was  unchanged  in 1998  compared to 1997.  A 1% increase in rental rates at the
Nevada  property  was matched by an equal amount of  discounts  and  concessions
granted to tenants.  Rental revenue at Redwood  Plaza,  the  Partnership's  sole
remaining  commercial  property,  decreased 4.5%.  Increased rental rates at the
Salt Lake City  property were more than offset by increased  vacancy  losses and
decreased expense reimbursements from tenants.

Interest  revenue  decreased  79% and 70% for the  three  month  and nine  month
periods ended September 30, 1998 as compared to the same periods of 1997 because
of decreased balances of Partnership cash reserves invested in  interest-bearing
accounts.

The Partnership  recognized  gains of $17,998 and $186,643  relating to fires at
Embarcadero  Club Apartments and Thunder Hollow  Apartments,  respectively.  The
gains are the result of  insurance  proceeds  received in excess of the basis of
the property  damaged by the fires. The Partnership will recognize an additional
gain of  $189,154  relating  to the  Thunder  Hollow  fire when the  Partnership
receives additional insurance reimbursements from its insurance carrier. No such
gains were recognized during the first nine months of 1997.

Expenses:

Partnership  expenses decreased 0.9% and 3.6% for the three month and nine month
periods  ended  September  30,  1998 as  compared  to the same  periods of 1997.
However,  after eliminating the effects of expenses  pertaining to Country Hills
Plaza and Midvale Plaza, which were sold during 1997,  expenses at the remainder
of the Partnership's  properties  increased  $194,578 or 3.1% for the nine month
period ended September 30, 1998 as compared to the same period of 1997. Expenses
in all categories were comparable to the year-earlier figures except for general
and  administrative  expenses and general and  administrative  expenses  paid to
affiliates.

General and  administrative  expenses  increased $36,925 and $201,596 to $61,832
and  $278,647 for the three month and nine month  periods  ended  September  30,
1998,  respectively,  as compared to the same periods of 1997.  The increase was
attributable to costs incurred to explore  alternatives to maximize the value of
the Partnership (see Liquidity and Capital Resources).




<PAGE>
General and administrative expenses paid to affiliates decreased 11.6% and 10.5%
for  the  three  month  and  nine  month  periods  ended   September  30,  1998,
respectively,   as  compared  to  the  same  periods  of  1997.   The  level  of
administrative  reimbursements  paid to  affiliates  is partly a function of the
number of properties the Partnership  owns. These expenses  decreased due to the
sale of Country Hills Plaza and Midvale  Plaza during the course of 1997.  Costs
associated  with  investor  relations  services  were  charged  to  general  and
administrative  during 1997. Such services,  beginning in 1998, are now provided
by an affiliate, and the related increase in general and administrative expenses
paid to affiliates  partially offset the decrease in expenses due to the reduced
number of properties under management.

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

Cash flow from operations  decreased  $155,307 or 8.4% for the first nine months
of 1998 as compared to the same period of 1997. Increased operating cash flow at
the Partnership's remaining properties largely offset the loss of operating cash
flow due to the 1997 sales of Country Hills Plaza and Midvale Plaza.

The Partnership  invested $941,030 in capital improvements during the first nine
months of 1998. $549,312 of the capital improvements related to restoration work
at Embarcadero Club Apartments and Thunder Hollow Apartments resulting from fire
damage at the two properties.  Insurance  proceeds  received and anticipated are
expected to cover all restoration  costs except a standard  deductible.  Besides
the  restoration   work  at  Embarcadero  Club  Apartments  and  Thunder  Hollow
Apartments,  the  Partnership  has  budgeted  a total  of  $625,000  of  capital
improvements to be completed during 1998.

The  Partnership has not yet made any MID payments to the General Partner during
1998. On March 30, 1998, the Partnership distributed $499,996 ($5.78 per limited
partnership unit) to the limited partners. The distribution was funded from cash
reserves of the Partnership.

Short-term liquidity:

The Partnership expended  considerable  resources over the past several years to
restore its  properties to good operating  condition.  These  expenditures  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 its  operating  costs
beyond what would have otherwise been possible.  For 1998, the  Partnership  has
budgeted $625,000 of capital  improvements to its real estate  investments.  The
$625,000  budget  does not  include  restoration  work  related  to fire  damage
discussed  above.  Budgeted  capital  improvements  for 1998 will be funded from
property operations.

At  September  30,  1998,  the  Partnership  held cash and cash  equivalents  of
$1,489,430.  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 1998 will be  sufficient  to fund the
Partnership's  budgeted  capital  improvements for 1998 and to repay the current
portion of the Partnership's mortgage notes.

The Partnership's remaining commercial property, Redwood Plaza, is on the market
for sale.  Although the General  Partner  expects to  successfully  sell Redwood
Plaza,  there is no guarantee  that the  Partnership  will be able to conclude a
sale of Redwood Plaza for an amount  sufficient  to retire the related  mortgage
note and provide cash proceeds to the Partnership.
<PAGE>
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
("PaineWebber")  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.  The  Partnership,   through  PaineWebber,  has  provided
financial  and  other  information  to  interested   parties  and  is  currently
conducting  discussions  with one such party in an attempt to reach a definitive
agreement  with respect to a sale  transaction.  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 that any such agreement will be reached nor the terms thereof.

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

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, 1998 and 1997, net
income of $2,304 and  $3,067,248,  respectively,  was  allocated  to the General
Partner.  Net income of  $228,089  and  $334,246  was  allocated  to the limited
partners for the nine months ended September 30, 1998 and 1997, respectively.

On March 30, 1998, the Partnership distributed $499,996 to the limited partners.
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.

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, 1998. 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.




<PAGE>
Other Information:

Management has reviewed its information  technology  infrastructure  to identify
any  systems  that could be  affected  by the year 2000  problem.  The year 2000
problem is the result of computer programs being written using two digits rather
than four to define the applicable  year. Any programs that have  time-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result in major  systems  failure  or  miscalculations.  The
information  systems  used  by  the  Partnership  for  financial  reporting  and
significant  accounting  functions were made year 2000  compliant  during recent
systems conversions.

Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties. Management intends to inventory
all such systems and query  suppliers,  vendors and  manufacturers  to determine
year 2000 compliance.  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.  Management is in the process of identifying
those risks as well as  developing  a  contingency  plan to  mitigate  potential
adverse effects from non-compliance.


                           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 XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.
<PAGE>
On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. 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 on final  Court
approval is scheduled for December 17, 1998.

Plaintiff's  counsel  intend  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 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 1998 and 1997.

            27.                  Financial Data Schedule for the quarter ended
                                 September 30, 1998.

      (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 September 30, 1998.



<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 16, 1998                 By:  /s/  Ron K. Taylor
-----------------                    -------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil 
                                        Investors, Inc.
                                       (Principal Financial Officer)




November 16, 1998                 By:  /s/  Brandon K. Flaming
-----------------                    -------------------------------------------
Date                                   Brandon K. Flaming
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)