<PAGE>

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

                                  FORM 10-K405

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

      For the fiscal year ended                  December 31, 1996
                                ------------------------------------------------

                                       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  0-14007
                            --------


                        McNEIL REAL ESTATE FUND XX, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                                   33-0050225
--------------------------------------------------------------------------------
(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
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:   None
----------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:  Limited partnership
                                                              units
----------------------------------------------------------

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

49,507 of the registrant's 49,512 outstanding limited partnership units are held
by non-affiliates. The aggregate market value of units held by non-affiliates is
not determinable since there is no public trading market for limited partnership
units and transfers of units are subject to certain restrictions.

Documents Incorporated by Reference:        See Item 14, Page 34

                                TOTAL OF 36 PAGES
<PAGE>
                                     PART I
ITEM 1.      BUSINESS
-------      --------

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

McNeil  Real  Estate  Fund  XX,  L.P.  (the  "Partnership"),  formerly  known as
Southmark  Income  Investors,  Ltd., was organized on July 19, 1984 as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to invest in, hold,  manage and dispose of mortgage  loans,  real estate and
real  estate-related  investments.  The general  partner of the  Partnership  is
McNeil Partners,  L.P. (the "General Partner"),  a Delaware limited partnership,
an affiliate of Robert A. McNeil ("McNeil").  The General Partner was elected at
a meeting of limited  partners on March 30,  1992,  at which time an amended and
restated  partnership  agreement  (the  "Amended  Partnership   Agreement")  was
adopted.  Prior to March 30, 1992, the general  partner of the  Partnership  was
Southmark  Investment  Group, Inc. (the "Original  General  Partner"),  a Nevada
corporation   and   a   wholly-owned   subsidiary   of   Southmark   Corporation
("Southmark").  The  principal  place of business  for the  Partnership  and the
General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

On September  28, 1984,  the  Partnership  registered  with the  Securities  and
Exchange  Commission  under the  Securities  Act of 1933 (File No.  2-92376) and
commenced a public  offering for the sale of $30,000,000 of limited  partnership
units  ("Units").  The Units represent  equity  interests in the Partnership and
entitle  the  holders   thereof  to  participate  in  certain   allocations  and
distributions  of the  Partnership.  The sale of Units closed on  September  27,
1985,  with 49,528 Units sold at $500 each, or gross  proceeds (net of discounts
of $57,546) of $24,706,454 to the Partnership.  In 1994 and 1993, 12 and 4 Units
were  relinquished,  respectively,  leaving 49,512 Units outstanding at December
31, 1996.

SOUTHMARK BANKRUPTCY AND CHANGE IN GENERAL PARTNER
--------------------------------------------------

On July 14, 1989,  Southmark filed a voluntary petition for reorganization under
Chapter 11 of the U.S.  Bankruptcy Code.  Neither the  Partnership,  the General
Partner  nor  the  Original   General  Partner  were  included  in  the  filing.
Southmark's  reorganization  plan became  effective  August 10, 1990.  Under the
plan, most of Southmark's assets,  which included  Southmark's  interests in the
Original General Partner, were sold or liquidated for the benefit of creditors.

In  accordance  with  Southmark's  reorganization  plan,  Southmark,  McNeil and
various of their affiliates  entered into an asset purchase agreement on October
12, 1990,  providing for, among other things,  the transfer of control to McNeil
or his affiliates of 34 limited partnerships  (including the Partnership) in the
Southmark portfolio.

On February 14,  1991,  pursuant to the asset  purchase  agreement as amended on
that date,  McNeil Real Estate  Management,  Inc.  ("McREMI"),  an  affiliate of
McNeil,  acquired the assets relating to the property management and partnership
administrative business of Southmark and its affiliates and commenced management
of the  Partnership's  properties  pursuant  to an  assignment  of the  existing
property management agreements from the Southmark affiliates.




<PAGE>
On March 30, 1992, the limited partners  approved a restructuring  proposal that
provided  for (i) the  replacement  of the Original  General  Partner with a new
general  partner,  McNeil  Partners,  L.P.;  (ii) the  adoption  of the  Amended
Partnership  Agreement which substantially alters the provisions of the original
partnership   agreement   relating   to,  among  other   things,   compensation,
reimbursement  of expenses and voting  rights;  (iii) the approval of an amended
property management  agreement with McREMI, the Partnership's  property manager;
and (iv) the  approval  to change the  Partnership's  name to McNeil Real Estate
Fund XX, L.P. Under the Amended  Partnership  Agreement,  the Partnership  began
accruing an asset  management  fee,  retroactive to February 14, 1991,  which is
payable  to  the  General  Partner.  For a  discussion  of the  methodology  for
calculating  the asset  management  fee, see Item 13 Certain  Relationships  and
Related Transactions.  The proposals approved at the March 30, 1992 meeting were
implemented as of that date.


Concurrent with the approval of the restructuring,  the General Partner acquired
from Southmark and its affiliates,  for aggregate  consideration of $5,441,  the
general partner interest of the Original  General  Partner.  The General Partner
and its affiliates own in the aggregate less than 1% of the Units.

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

General:

The Partnership is engaged in the servicing of mortgage loans,  including equity
and revenue participation loans, and the ownership,  operation and management of
income-producing  properties  acquired  through  foreclosure.  In July 1990, the
Partnership  foreclosed  on Park Spring  Apartments  (renamed  Sterling  Springs
Apartments) in settlement of the related  mortgage loan. In September  1991, the
Partnership  foreclosed on Holiday Inn - Jacksonville  (renamed Cherokee Inn) in
partial  settlement of the related  mortgage loan and later sold the property in
January  1993.  In May  1993,  the  Partnership  foreclosed  on 1130  Sacramento
Condominiums  in settlement of the related  mortgage loan. At December 31, 1996,
the Partnership operated two income-producing  properties as described in Item 2
Properties, and serviced three mortgage loan investments.

The  Partnership  does not directly  employ any personnel.  The General  Partner
conducts the business of the  Partnership  directly and through its  affiliates.
The Partnership  reimburses  affiliates of the General Partner for such services
rendered in accordance with the Amended Partnership Agreement. See Item 8 - Note
2 - "Transactions With Affiliates."

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

Business Plan:

The Partnership  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  the Partnership has determined to begin orderly liquidation of all its
assets.  Although there can be no assurance as to the timing of the  liquidation
due to real estate  market  conditions,  the general  difficulty of disposing of


<PAGE>
real estate,  and other general  economic  factors,  it is anticipated that such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution to the limited  partners by December 1998.  Until such
time as the  Partnership's  assets are  liquidated,  the  Partnership's  plan of
operations  is to preserve or increase  the net  operating  income of its assets
whenever possible,  while at the same time making whatever capital  expenditures
are  reasonable  under the  circumstances  in order to preserve  and enhance the
value of the Partnership's assets.

Competitive Conditions:

Since the  principal  business of the  Partnership  is to own and  operate  real
estate acquired  through  foreclosure  and to service  mortgage loans secured by
real  estate  investments,  the  Partnership  is subject to certain of the risks
incidental  to ownership  of real estate and  interests  therein,  many of which
relate  to the  illiquidity  of this type of  investment.  These  risks  include
changes in general or local economic conditions, changes in supply or demand for
competing  properties in an area,  changes in interest rates and availability of
permanent  mortgage funds which may render the sale or refinancing of a property
difficult or unattractive,  changes in real estate and zoning laws, increases in
real  property  tax rates and Federal or local  economic or rent  controls.  The
illiquidity  of real  estate  investments  generally  impairs the ability of the
Partnership and its borrowers to respond promptly to changed circumstances.  The
Partnership  and its  borrowers  compete with  numerous  established  companies,
private investors (including foreign investors),  real estate investment trusts,
limited  partnerships  and other entities (many of which have greater  resources
than the Partnership  and its borrowers) in connection with the sale,  financing
and  leasing  of  properties.  The  impact  of these  risks on the  Partnership,
including  losses  from  operations  and   foreclosures  of  the   Partnership's
properties,  is described in Item 7 -  Management's  Discussion  and Analysis of
Financial  Condition and Results of  Operations.  See Item 2 - Properties  for a
discussion  of  the  competitive   conditions  at  each  of  the   Partnership's
properties.

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  December 31, 1996.  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,  collect  payments  on  mortgage  loan  investments  and  respond to
changing economic and competitive factors.

Other Information:

The environmental  laws of the Federal government and of certain state and local
governments  impose  liability  on current  property  owners for the clean-up of
hazardous and toxic substances discharged on the property. This liability may be
imposed  without  regard  to the  timing,  cause or person  responsible  for the
release of such substances onto the property.  The Partnership  could be subject
to such liability in the event that it owns properties having such environmental
problems.  The Partnership has no knowledge of any pending claims or proceedings
regarding such environmental problems.
<PAGE>
In August  1995,  High River  Limited  Partnership  ("High  River"),  a Delaware
limited partnership controlled by Carl C. Icahn, announced that it had commenced
an unsolicited  tender to purchase from holders of Units up to approximately 45%
of the  outstanding  Units of the  Partnership  for a purchase price of $100 per
Unit. In September  1996,  High River made another  unsolicited  tender offer to
purchase any and all of the outstanding  Units of the Partnership for a purchase
price of $170.38  per Unit.  In  addition,  High River made  unsolicited  tender
offers for certain other  partnerships  controlled by the General  Partner.  The
Partnership  recommended that the limited partners reject the tender offers made
with respect to the Partnership and not tender their Units.  The General Partner
believes that as of January 31, 1997, High River has purchased approximately 13%
of the  outstanding  Units  pursuant  to the tender  offers.  In  addition,  all
litigation  filed by High River, Mr. Icahn and his affiliates in connection with
the tender offers has been dismissed without prejudice.

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

The  following  table sets forth the real  estate  investment  portfolio  of the
Partnership  at December 31, 1996.  All of the  buildings  and the land on which
they  are  located  are  owned  by  the  Partnership  in  fee.  1130  Sacramento
Condominiums  is  unencumbered  by  mortgage   indebtedness.   Sterling  Springs
Apartments  is  subject to a first lien deed of trust as set forth more fully in
Item 8 - Note 7 - "Mortgage Note Payable." See also Item 8 - Note 4 "Real Estate
Investments"  and  Schedule  III  -  Real  Estate  Investments  and  Accumulated
Depreciation.  In the  opinion of  management,  the  properties  are  adequately
covered by insurance.

<TABLE>
<CAPTION>
                                            Net Basis                              1996           Date
Property              Description          of Property           Debt        Property Taxes     Acquired
--------              -----------         --------------    -------------    --------------     --------
<S>                   <C>                 <C>               <C>               <C>                   <C> 
1130 Sacramento       Condominiums
San Francisco, CA     4 units             $   2,402,198     $           -     $     38,396          5/93

Sterling Springs      Apartments
Austin, TX (1)        172 units               3,055,389         2,715,909          132,201          7/90
                                            -----------       -----------       ----------
                                          $   5,457,587     $   2,715,909      $   170,597
                                           ============      ============      ===========
</TABLE>
--------------------------------
Total:    Condominiums - 4 units
          Apartments - 172 units

(1)    Sterling Springs  Apartments is owned by Sterling Springs Fund XX Limited
       Partnership, which is wholly-owned by the Partnership.










<PAGE>
The  following  table sets  forth the  properties'  occupancy  rate and rent per
square foot for the last five years:

<TABLE>
<CAPTION>
                                        1996           1995            1994           1993          1992
                                    -------------  -------------  --------------  -------------  ----------
<S>                                     <C>              <C>             <C>                              
1130 Sacramento (1)
   Occupancy Rate............           100%             100%            75%           N/A             N/A
   Rent Per Square Foot......         $25.12           $25.96         $13.91           N/A             N/A

Sterling Springs
   Occupancy Rate............            91%              99%            95%            98%             97%
   Rent Per Square Foot......          $9.28            $9.10         $ 8.37          $7.62           $6.76
</TABLE>

(1)  Construction on 1130 Sacramento Condominiums was completed in January 1994.

Occupancy rate  represents all units leased divided by the total number of units
of the  property  as of  December  31 of the given  year.  Rent per square  foot
represents all revenue, except interest,  derived from the property's operations
divided by the leasable square footage of the property.

Competitive conditions:

1130 Sacramento
---------------

1130 Sacramento is an eight-story residential condominium containing four units.
The  property  is located  in the  prestigious  Nob Hill area of San  Francisco,
California.  As  construction  of the property was completed in January 1994 and
the property is in excellent condition,  no capital expenditures are anticipated
in 1997.  Due to the high rental rates,  this  property  appeals to a very small
market.  However, all units were leased throughout 1996 and the Partnership will
attempt to keep all units leased during 1997.

Sterling Springs
----------------

Sterling Springs is a garden-style  apartment community located in the southwest
area of Austin, Texas. A large number of competing apartment units were built in
the past three years and additional development is projected for 1997. Occupancy
decreased in 1996 and  management  expects to maintain  occupancy in the low 90%
range in 1997.  Planned  rental rate increases in 1997 should allow the property
to slightly increase rental revenue.

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

The Partnership is not party to, nor are any of the Partnership's properties the
subject of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

1)   HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young,  BDO Seidman et
     al. (Case  #92-06560-A).  This suit was filed on behalf of the  Partnership
     and other  affiliated  partnerships  (as  defined  in this  Section  1, the
     "Affiliated  Partnerships")  on May 26, 1992, in the 14th Judicial District
     Court  of  Dallas  County.   The  petition  sought  recovery   against  the

<PAGE>
     Partnership's  former auditors,  Ernst & Young, for negligence and fraud in
     failing to detect and/or report  overcharges of fees/expenses by Southmark,
     the  former  general  partner.   The  former  auditors  initially  asserted
     counterclaims   against  the  Affiliated   Partnerships  based  on  alleged
     fraudulent misrepresentations made to the auditors by the former management
     of  the  Affiliated   Partnerships   (Southmark)  in  the  form  of  client
     representation  letters executed and delivered to the auditors by Southmark
     management.  The counterclaims sought recovery of attorneys' fees and costs
     incurred in defending this action.  The counterclaims  were later dismissed
     on appeal, as discussed below.

     The  trial  court  granted   summary   judgment   against  the   Affiliated
     Partnerships based on the statute of limitations;  however,  on appeal, the
     Dallas Court of Appeals reversed the trial court and remanded for trial the
     Affiliated  Partnerships'  fraud claims  against  Ernst & Young.  The Texas
     Supreme  Court  denied  Ernst &  Young's  application  for writ of error on
     January 11, 1996. Shortly before trial, the district court judge once again
     granted summary judgment against the Affiliated Partnerships on December 2,
     1996. The Partnership is continuing to pursue vigorously its claims against
     Ernst & Young;  however,  the final  outcome of this  litigation  cannot be
     determined at this time.

2)   Martha Hess, et al. v. Southmark Equity Partners II, Ltd., Southmark Income
     Investors,  Ltd.  (presently  known as McNeil Real  Estate Fund XX,  L.P.),
     Southmark Equity Partners,  Ltd.,  Southmark Realty Partners III, Ltd., and
     Southmark Realty Partners II, Ltd., et al. ("Hess");  Kotowski v. Southmark
     Equity Partners, Ltd. and Donald Arceri v. Southmark Income Investors, Ltd.
     The Hess case was filed on May 20, 1988, by Martha Hess,  individually  and
     on behalf of a putative class of those  similarly  situated.  The original,
     first,  second and third  amended  complaints  in Hess  sought  rescission,
     pursuant to the Illinois  Securities Act, of over $2.7 million of principal
     invested in five  Southmark  (now  McNeil)  partnerships,  and other relief
     including  damages  for  breach  of  fiduciary  duty and  violation  of the
     Illinois Consumer Fraud and Deceptive Business Practices Act. The original,
     first,  second and third amended  complaints in Hess were dismissed against
     the defendant-group because the Appellate Court held that they were not the
     proper subject of a class action complaint. Hess was, thereafter, amended a
     fourth  time to  state  causes  of  action  against  unrelated  partnership
     entities. Hess went to judgment against that entity and the judgment, along
     with the prior  dismissals  of the class action,  was appealed.  The claims
     against the Partnership were dismissed by the Appellate Court.

3)   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).




<PAGE>
     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 (as defined in this Section 3,
     the  "Partnerships").  Plaintiffs allege that McNeil  Investors,  Inc., its
     affiliate  McNeil Real Estate  Management,  Inc.  and three of their senior
     officers and/or directors (as defined in this Section 3, collectively,  the
     "Defendants") breached their fiduciary duties and certain obligations under
     the  respective  amended  partnership  agreements.  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.  On January 7, 1997,  the Court ordered  consolidation  with three
     other similar actions listed below.

     The  Partnerships  filed a demurrer to the complaint and a motion to strike
     on February 14, 1997, seeking to dismiss the complaint in all respects. The
     demurrer  is  pending.  The  Partnerships  deny that  there is any merit to
     Plaintiff's allegations and intend to vigorously defend this action.

4)   Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors,  Inc., Robert
     A. McNeil,  Carole J. McNeil,  McNeil Pacific  Investors  Fund 1972,  Ltd.,
     McNeil Real Estate Fund V, Ltd.,  McNeil Real Estate Fund IX, Ltd.,  McNeil
     Real Estate Fund X, Ltd.,  McNeil  Real Estate Fund XI,  Ltd.,  McNeil Real
     Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
     Fund XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
     XXV,  L.P.  -  Superior  Court of the  State of  California,  County of Los
     Angeles,  Case No. BC133849 (Class Action  Complaint).  On January 7, 1997,
     this  action  was  consolidated  by court  order  with Scholfield,  et al.,
     referenced above.

5)   Warren Heller v. McNeil Partners,  L.P., McNeil Investors,  Inc., Robert A.
     McNeil,  Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil
     Real Estate Fund V, Ltd.,  McNeil  Real Estate Fund IX,  Ltd.,  McNeil Real
     Estate Fund X, Ltd.,  McNeil Real Estate Fund XI, Ltd.,  McNeil Real Estate
     Fund XIV, Ltd.,  McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund
     XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
     L.P. - Superior  Court of the State of  California,  County of Los Angeles,
     Case No. BC133957 (Class Action Complaint). On January 7, 1997, this action
     was consolidated by court order with Scholfield, et al., referenced above.

6)   Robert Lewis v. McNeil  Partners,  L.P.,  McNeil  Investors,  Inc.,  Robert
     A. McNeil et al. - In the District  Court of Dallas County,  Texas,  A-14th
     Judicial  District,  Cause No. 95-08535 (Class Action) - Plaintiff,  Robert
     Lewis, is a limited partner with McNeil Pacific  Investors Fund 1972, Ltd.,
     McNeil Real Estate Fund X, Ltd. and McNeil Real Estate Fund XV, Ltd.
<PAGE>
     On  April  11,  1996,  the  action  was  dismissed   without  prejudice  in
     anticipation  of  consolidation  with other  class  action  complaints.  On
     January  7,  1997,  this  action  was  consolidated  by  court  order  with
     Schofield, et al, referenced above.

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

None.

                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND
           RELATED SECURITY HOLDER MATTERS

(A)        There is no established public trading market for limited partnership
           units, nor is one expected to develop.

(B)        Title of Class                        Number of Record Unit Holders
           --------------                        -----------------------------

           Limited partnership units             4,886 as of January 31, 1997

(C)        Distributions paid to limited partners totaled $1,199,950 in 1996 and
           $250,001 in 1995 from cash from  operations.  No  distributions  were
           paid to the General  Partner in 1996 or 1995. See Item 7 Management's
           Discussion  and  Analysis  of  Financial  Condition  and  Results  of
           Operations,  and  Item  8  Note  1 -  "Organization  and  Summary  of
           Significant Accounting Policies - Distributions."


<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------

The  following  table sets forth a summary  of  certain  financial  data for the
Partnership.  This summary should be read in conjunction with the  Partnership's
financial  statements  and  notes  thereto  appearing  in  Item  8  -  Financial
Statements and Supplementary Data.

<TABLE>
<CAPTION>
Statements of                                             Years Ended December 31,
Operations                              1996           1995            1994           1993           1992
------------------                  -------------  -------------  --------------  -------------  -------------
<S>                                 <C>            <C>            <C>             <C>            <C>          
Rental and room revenues.....       $   1,413,050  $   1,405,346  $    1,172,233  $     962,172  $   1,801,891
Interest income..............             524,791        568,970         591,791        817,243        684,934
Gain on sale of real estate .                   -              -               -        458,221              -
Provision for loss on
 mortgage loan investment....                   -              -               -              -       (792,013)
Income (loss) before extra-
 ordinary item...............             116,736         64,116          88,909        954,172       (904,350)
Extraordinary item, net......                   -              -               -        251,203              -
Net income (loss)............             116,736         64,116          88,909      1,205,375       (904,350)


Net income (loss) per limited
partnership unit:
Income (loss) before extra-
 ordinary item...............       $        2.33  $        1.28  $         1.78  $       19.07  $      (17.54)
Extraordinary item, net......                   -              -               -           5.02              -
                                     ------------   ------------   -------------   ------------   ------------ 
Net income (loss)............       $        2.33  $        1.28  $         1.78  $       24.09  $      (17.54)
                                     ============   ============   =============   ============   ============ 
Distributions per limited
 partnership unit............       $       24.24  $        5.05  $         5.05  $       57.01  $           -
                                     ============   ============   =============   ============   ============ 

                                                              As of December 31,
Balance Sheets                          1996           1995            1994           1993           1992
------------------                  -------------  -------------  --------------  -------------  -------------

Real estate investments, net...     $   5,457,587  $   5,726,377  $    5,938,194  $   5,979,165  $   3,146,905
Assets held for sale, net......                 -              -               -              -      1,768,153
Mortgage loan investments, net.         4,138,453      4,271,336       4,418,306      4,371,457      7,571,671
Total assets...................        13,189,106     14,345,949      14,484,111     14,665,413     14,046,630
Mortgage note payable, net.....         2,715,909      2,760,961       2,802,303      2,840,237              -
Partners' equity...............         9,996,414     11,079,628      11,265,513     11,426,537     13,044,660
</TABLE>


See Item 7 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations.  In September 1991, the Partnership foreclosed on Holiday
Inn - Jacksonville  (renamed  Cherokee Inn) in  Jacksonville,  Texas, in partial
settlement  of the  mortgage  loan  secured by the  property  and later sold the
property  in January  1993.  In May 1993,  the  Partnership  foreclosed  on 1130
Sacramento  Condominiums  in  settlement  of the  mortgage  loan  secured by the
property.

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

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

The  Partnership  was formed to engage in the  business of making and  servicing
mortgage   loans  and   acquiring,   operating  and   ultimately   disposing  of
income-producing  real properties.  In July 1990, the Partnership  foreclosed on
Park Springs Apartments (renamed Sterling Springs Apartments) in Austin,  Texas,
in settlement of the mortgage loan secured by the property.  In September  1991,
the Partnership  foreclosed on Holiday Inn - Jacksonville (renamed Cherokee Inn)
in  Jacksonville,  Texas, in partial  settlement of the mortgage loan secured by
the  property  and later sold the  property in January  1993.  In May 1993,  the
Partnership  foreclosed  on 1130  Sacramento  Condominiums  in settlement of the
mortgage loan secured by the property.

At December 31, 1996, the Partnership  serviced three mortgage loan  investments
totaling  $4,138,453  and  operated  two   income-producing   properties.   Both
properties  were acquired  through  foreclosure.  In June 1993, the  Partnership
acquired a mortgage note payable secured by Sterling Springs Apartments.

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

1996 compared to 1995

Revenue:

Total revenue decreased by $19,412 in 1996 as compared to 1995. The decrease was
mainly due to a decrease in other interest income,  partially offset by property
tax refunds received in 1996, as discussed below.

Other  interest  income  decreased  by $41,030 in 1996 in relation to 1995.  The
decrease was primarily the result of a lower  average  amount of cash  available
for short-term investment due to an increase in the amount of cash distributions
paid to limited partners in the first and third quarters of 1996.

In 1996, the  Partnership  received  $17,063 in refunds of prior years' property
taxes for 1130  Sacramento.  The  assessed  taxable  value of the  property  was
reduced by taxing  authorities  as a result of an appeal  filed on behalf of the
property.

Expenses:

Total  expenses  decreased by $72,032 in 1996 as compared to 1995.  The decrease
was mainly due to a decrease  in  property  taxes,  utilities  and  general  and
administrative-affiliates,  partially  offset  by an  increase  in  repairs  and
maintenance, as discussed below.

Property  taxes  decreased  by  $9,464  in 1996  as  compared  to 1995  due to a
reduction in the assessed  taxable  value of 1130  Sacramento  Condominiums,  as
previously discussed.




<PAGE>

Repairs  and  maintenance  expense  increased  by $18,895 in 1996 in relation to
1995.  The increase was mainly due to increased  cleaning and  decorating  costs
incurred  at  Sterling  Springs  Apartments  due to a higher rate of turnover of
units in 1996. In addition,  the Partnership  expended  approximately  $4,000 to
repair a water main break at the property in 1996.

1996 utilities  expense decreased by $9,739 as compared to 1995. Water usage was
higher at Sterling Springs Apartments in 1995 as a result of several minor water
leaks at the property.

General and  administrative-affiliates  decreased by $76,003 in 1996 as compared
to 1995.  The  decrease  was  mainly  due to a  decrease  in  overhead  expenses
allocated to the Partnership by McREMI.

1995 compared to 1994

Revenue:

Total  revenue  increased by $210,292 in 1995 as compared to 1994.  The increase
was due to an increase in rental  revenue and other interest  income,  partially
offset by a  decrease  in  interest  income on  mortgage  loan  investments,  as
discussed below.

Rental  revenue for 1995 increased by $233,113 in relation to 1994. The increase
was partially due to an increase in rental rates at Sterling Springs  Apartments
in February 1995.  Also  contributing  to the increase in rental revenue was the
increase in occupancy at 1130 Sacramento Condominiums.  Although construction of
the  building  was  completed  in January  1994,  two of the four units were not
leased until the third quarter of 1994.

Interest  income on mortgage  loan  investments  decreased by $91,321 in 1995 as
compared to 1994 due to the  modification of the Idlewood  Nursing Home mortgage
loan  investment  in  February  1995  (See  Item  8  -  Note  5  "Mortgage  Loan
Investments").  In accordance with Statement of Financial  Accounting  Standards
No. 114  "Accounting by Creditors for Impairment of a Loan" ("SFAS 114"),  which
the Partnership adopted in 1994, the Partnership has ceased accruing interest on
the loan and all payments received are recorded as a reduction of principal.

Other  interest  income  earned  on  short-term  investments  of cash  and  cash
equivalents  increased by $68,500 in 1995, as compared to 1994. The increase was
mainly due to an increase in interest rates earned on invested cash.

Expenses:

Total  expenses for 1995 increased by $235,085 as compared to 1994. The increase
was mainly  due to an  increase  in  general  and  administrative  expenses,  as
discussed below.

Property taxes in 1995  increased by $20,541 in relation to 1994,  mainly due to
an  increase  in the  assessed  taxable  value  of  both  of  the  Partnership's
properties by taxing authorities.

Repairs  and  maintenance  expense  decreased  by $17,939 in 1995 as compared to
1994.  The decrease was mainly due to a greater amount of costs incurred at 1130
Sacramento  in 1994 for repairs  resulting  from damage caused by a broken water
pipe.


<PAGE>
Property  management fees - affiliates  increased by $9,188 in 1995, in relation
to 1994,  due to an increase  in gross  rental  receipts,  on which the fees are
based, at 1130 Sacramento Condominiums and Sterling Springs Apartments.

Utilities expense increased in 1995 by $11,480 in relation to 1994. The increase
was mainly due to an increase in water usage at Sterling  Springs  Apartments in
1995 as a result of several minor water leaks.

General and administrative expenses increased by $177,742 in 1995 as compared to
1994.  The increase was mainly due to the  Partnership  incurring  approximately
$190,000 of costs  relating  to  evaluation  and  dissemination  of  information
regarding an unsolicited tender offer as discussed in Item 1 - Business.

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

The  Partnership  generated  $453,978  through  operating  activities in 1996 as
compared to $437,492 in 1995 and $447,851 in 1994.

The Partnership expended $73,183, $118,615 and $265,844 for capital improvements
to its  properties  in 1996,  1995 and 1994,  respectively.  1995  includes cost
incurred for a retaining wall and a fence at Sterling Springs  Apartments.  1994
includes improvements to 1130 Sacramento Condominiums for which construction was
completed early in 1994.

In 1996 and 1995, the Partnership collected $132,883 and $146,970, respectively,
of principal on mortgage loan  investments  as compared to $35,718  collected in
1994.  As  previously  discussed,  in  accordance  with SFAS 114,  all  payments
received from the borrower on the Idlewood Nursing Home mortgage loan investment
were recorded as a reduction of principal in 1996 and 1995. The Partnership also
collected  a $25,941 fee in 1995 for  extending  the  maturity  of the  Lakeland
Nursing Home mortgage loan investment.

The  Partnership  distributed  $1,199,950,  $250,001 and $249,933 to the limited
partners in 1996,  1995 and 1994, respectively, from cash from operations.

Short-term liquidity:

At  December  31,  1996,  the  Partnership  held  cash and cash  equivalents  of
$3,188,257.  This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.

In  1997,   operations  of  Sterling  Springs  Apartments  and  1130  Sacramento
Condominiums  are expected to provide  sufficient  positive cash flow for normal
operations.  Management  will perform  routine  repairs and  maintenance  on the
properties  to preserve  and  enhance  their  value and  competitiveness  in the
market.  The  Partnership  has  budgeted   approximately   $123,000  on  capital
improvements  to its  properties  in 1997,  which are expected to be funded from
operations of the properties.

For 1997,  management  expects that cash from  operations of its  properties and
principal and interest collections on the mortgage loan investments,  along with
the  present  balance  of  cash  and  cash  equivalents  held,  will  allow  the
Partnership to meet its obligations as they come due.

The Partnership distributed $749,994 to the limited partners in February 1997.



<PAGE>

Long-term liquidity:

Only one property,  Sterling  Springs  Apartments,  is encumbered  with mortgage
debt. The mortgage on this property is not due until 2003.

In the event that the Partnership acquires ownership of other properties through
foreclosure, the cash and cash equivalent balances presently held will provide a
source for the maintenance and improvement of the properties. Because the timing
and number of  properties  which may be  foreclosed  is  uncertain,  there is no
assurance that the balances presently held will be sufficient for needed capital
improvements.  At  present,  there are no  commitments  nor any known  needs for
improvements to the properties securing the Partnership's loans. The Partnership
has no existing lines of credit from outside sources.

Another possible source of funds is the sale of the Partnership's  mortgage loan
investments or properties securing the Partnership's  mortgage loans. Such sales
are  possibilities  only,  and  since  the  Partnership  does  not  control  the
properties  securing  its  loans,  sales of those  properties  may occur only if
initiated by the  borrower or in the event of  foreclosure  by the  Partnership.
There is no  assurance  that any sales can be  contracted  or closed to coincide
with the  Partnership's  future cash needs.  For the long term, the  Partnership
will  remain  dependent  on  operations  of the  properties  it  owns  or of the
properties securing its loans as the primary source of debt repayment, until the
properties can be sold.

The Partnership  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  the Partnership has determined to begin orderly liquidation of all its
assets.  Although there can be no assurance as to the timing of the  liquidation
due to real estate  market  conditions,  the general  difficulty of disposing of
real estate,  and other general  economic  factors,  it is anticipated that such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating distribution to the limited partners by December 1998.


<PAGE>


ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>

                                                                                                      Page
                                                                                                      Number
                                                                                                      ------

INDEX TO FINANCIAL STATEMENTS
-----------------------------

Financial Statements:
<S>                                                                                                      <C>
   Report of Independent Public Accountants.......................................                       14

   Balance Sheets at December 31, 1996 and 1995...................................                       15

   Statements of Operations for each of the three years in the period
      ended December 31, 1996.....................................................                       16

   Statements of Partners' Equity (Deficit) for each of the three years in the
      period ended December 31, 1996..............................................                       17

   Statements of Cash Flows for each of the three years in the period
      ended December 31, 1996.....................................................                       18

   Notes to Financial Statements..................................................                       20

   Financial Statement Schedule -

      Schedule III - Real Estate Investments and Accumulated
         Depreciation.............................................................                       29

</TABLE>













All other  schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.







<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Partners of McNeil Real Estate Fund XX, L.P.:

We have audited the  accompanying  balance sheets of McNeil Real Estate Fund XX,
L.P. (a California  limited  partnership)  as of December 31, 1996 and 1995, and
the related statements of operations,  partners' equity (deficit) and cash flows
for each of the  three  years in the  period  ended  December  31,  1996.  These
financial  statements and the schedule referred to below are the  responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these financial statements and the schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of McNeil Real Estate Fund XX,
L.P. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in our audits of the basic  financial  statements  and, in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.


/s/  Arthur Andersen LLP


Dallas, Texas
  March 10, 1997



<PAGE>
                        McNEIL REAL ESTATE FUND XX, L.P.

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                      ------------------------------------
                                                                           1996                  1995
                                                                      ----------------      --------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $       699,697      $      699,697
   Buildings and improvements...............................                 6,192,970           6,119,787
                                                                        --------------       -------------
                                                                             6,892,667           6,819,484
   Less:  Accumulated depreciation..........................                (1,435,080)         (1,093,107)
                                                                        ---------------      -------------
                                                                             5,457,587           5,726,377

Mortgage loan investments, net of allowance of
   $792,013 at December 31, 1996 and 1995...................                 3,404,553           3,537,436
Mortgage loan investment - affiliate........................                   733,900             733,900
Cash and cash equivalents                                                    3,188,257           3,927,223
Cash segregated for security deposits.......................                    54,950              59,869
Interest and other accounts receivable......................                    74,629              77,480
Escrow deposits.............................................                   153,977             144,844
Deferred borrowing costs, net of accumulated
   amortization of $45,275 and $31,264 at
   December 31, 1996 and 1995, respectively.................                   116,219             130,230
Prepaid expenses and other assets...........................                     5,034               8,590
                                                                        --------------       -------------
                                                                       $    13,189,106      $   14,345,949
                                                                        ==============       =============

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

Mortgage note payable, net..................................           $     2,715,909      $    2,760,961
Accounts payable and other accrued expenses.................                    97,230             120,293
Accrued property taxes......................................                   130,957             123,530
Payable to affiliates - General Partner.....................                    40,962              32,849
Deferred revenue............................................                   163,852             170,475
Security deposits and deferred rental income................                    43,782              58,213
                                                                        --------------       -------------
                                                                             3,192,692           3,266,321
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited  partners  - 60,000  limited  partnership units
     authorized;  49,512 limited partnership units issued
     and outstanding at December 31, 1996 and 1995..........                10,315,277          11,399,658
   General Partner..........................................                  (318,863)           (320,030)
                                                                        --------------       -------------
                                                                             9,996,414          11,079,628
                                                                        --------------       -------------
                                                                       $    13,189,106      $   14,345,949
                                                                        ==============       =============
</TABLE>

                 See accompanying notes to financial statements.

<PAGE>


                        McNEIL REAL ESTATE FUND XX, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1996               1995               1994
                                                   --------------     --------------    ---------------
Revenue:
<S>                                                <C>                <C>               <C>            
   Rental revenues.........................        $    1,413,050     $    1,405,346    $     1,172,233
   Interest income on mortgage loan
     investments...........................               283,010            286,327            377,648
   Interest income on mortgage loan
     investment - affiliate................                61,556             61,388             61,388
   Other interest income...................               180,225            221,255            152,755
   Property tax refund.....................                17,063                  -                  -
                                                    -------------      -------------     --------------
     Total revenue.........................             1,954,904          1,974,316          1,764,024
                                                    -------------      -------------     --------------

Expenses:
   Interest................................               249,920            252,774            255,375
   Depreciation............................               341,973            330,432            306,815
   Property taxes..........................               170,597            180,061            159,520
   Personnel costs.........................               142,069            150,765            150,255
   Repairs and maintenance.................               134,645            115,750            133,689
   Property management fees - affiliates...                67,381             66,477             57,289
   Utilities...............................                83,481             93,220             81,740
   Other property operating expenses.......                88,756             87,896             93,820
   General and administrative..............               249,898            247,374             69,632
   General and administrative - affiliates.               309,448            385,451            366,980
                                                    -------------      -------------     --------------
     Total expenses........................             1,838,168          1,910,200          1,675,115
                                                    -------------      -------------     --------------

Net income.................................        $      116,736     $       64,116    $        88,909
                                                    =============      =============     ==============

Net income allocable to limited
   partners................................        $      115,569     $       63,475    $        88,020
Net income allocable to General
   Partner.................................                 1,167                641                889
                                                    -------------      -------------     --------------
Net income.................................        $      116,736     $       64,116    $        88,909
                                                    =============      =============     ==============

Net income per limited partnership unit....        $         2.33     $         1.28    $          1.78
                                                    =============      =============     ==============

Distributions per limited
   partnership unit........................        $        24.24     $         5.05    $          5.05
                                                    =============      =============     ==============
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>

                        McNEIL REAL ESTATE FUND XX, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For the Years Ended December 31, 1996, 1995 and 1994


<TABLE>
<CAPTION>
                                                                                                   Total
                                                    General                 Limited                Partners'
                                                    Partner                 Partners               Equity
                                                 ----------------        ----------------     -----------------
<S>                                              <C>                     <C>                  <C>             
Balance at December 31, 1993..............       $      (321,560)        $    11,748,097      $     11,426,537

Net income................................                   889                  88,020                88,909

Distributions.............................                     -                (249,933)             (249,933)
                                                  --------------          --------------        --------------

Balance at December 31, 1994..............              (320,671)             11,586,184            11,265,513

Net income................................                   641                  63,475                64,116

Distributions.............................                     -                (250,001)             (250,001)
                                                  --------------          --------------        --------------

Balance at December 31, 1995..............              (320,030)             11,399,658            11,079,628

Net income................................                 1,167                 115,569               116,736

Distributions.............................                     -              (1,199,950)           (1,199,950)
                                                  --------------          --------------        --------------

Balance at December 31, 1996..............       $      (318,863)        $    10,315,277       $     9,996,414
                                                  ==============          ==============        ==============
</TABLE>










                 See accompanying notes to financial statements.


<PAGE>
                        McNEIL REAL ESTATE FUND XX, L.P.

                            STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                              For the Years Ended December 31,
                                                   -----------------------------------------------------
                                                         1996               1995              1994
                                                   ---------------    ---------------   ----------------
Cash flows from operating activities:
<S>                                                <C>                <C>               <C>            
   Cash received from tenants..............        $    1,422,803     $    1,391,600    $     1,176,330
   Cash paid to suppliers..................              (723,975)          (648,603)          (501,931)
   Cash paid to affiliates.................              (368,716)          (438,528)          (432,820)
   Interest received.......................               456,845            502,270            543,085
   Interest received from affiliates.......                48,886             48,886             48,886
   Interest paid...........................              (228,625)          (232,736)          (236,526)
   Property taxes paid.....................               (50,954)           (56,530)           (47,305)
   Property taxes escrowed.................              (119,349)          (128,867)          (101,868)
   Property tax refund received............                17,063                  -                  -
                                                    -------------      -------------     --------------
Net cash provided by operating activities..               453,978            437,492            447,851
                                                    -------------      -------------     --------------

Cash flows from investing activities:
   Additions to real estate
     investments...........................               (73,183)          (118,615)          (265,844)
   Collection of principal on
     mortgage loan investments.............               132,883            146,970             35,718
   Loan extension fee received.............                     -             25,941                  -
                                                    -------------      -------------     --------------
Net cash provided by (used in)
   investing activities....................                59,700             54,296           (230,126)
                                                    -------------      -------------     --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable...............................               (52,694)           (48,584)           (44,793)
   Distributions paid......................            (1,199,950)          (250,001)          (249,933)
                                                    --------------     -------------     ---------------
Net cash used in financing activities......            (1,252,644)          (298,585)          (294,726)
                                                    --------------     --------------    ---------------

Net increase (decrease) in cash and
   cash equivalents........................              (738,966)           193,203            (77,001)

Cash and cash equivalents at
   beginning of year.......................             3,927,223          3,734,020          3,811,021
                                                    -------------      -------------     --------------

Cash and cash equivalents at end
   of year.................................        $    3,188,257     $    3,927,223    $     3,734,020
                                                    =============      =============     ==============
</TABLE>


                 See accompanying notes to financial statements.


<PAGE>
                        McNEIL REAL ESTATE FUND XX, L.P.

                            STATEMENTS OF CASH FLOWS

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>

                                                           For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                        1996               1995               1994
                                                   --------------     --------------    ---------------
<S>                                                <C>                <C>               <C>            
Net income.................................        $      116,736     $       64,116    $        88,909
                                                    -------------      -------------     --------------

Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation............................               341,973            330,432            306,815
   Amortization of deferred borrowing
     costs.................................                14,011             13,127             12,295
   Amortization of discount on
     mortgage note payable.................                 7,642              7,242              6,859
   Accrued interest added to mortgage
     loan investments......................                     -                  -            (82,567)
   Amortization of deferred revenue........                (6,623)            (5,519)                 -
   Changes in assets and liabilities:
     Cash segregated for security
        deposits...........................                 4,919             (3,389)           (19,116)
     Interest and other accounts
       receivable..........................                 2,851            (27,236)            85,145
     Escrow deposits.......................                (9,133)           (16,202)            33,443
     Prepaid expenses and other
       assets..............................                 3,556              6,278             (1,588)
     Accounts payable and other
       accrued expenses....................               (23,063)            40,567              3,286
     Accrued property taxes................                 7,427             11,314              2,563
     Payable to affiliates - General
       Partner.............................                 8,113             13,400             (8,551)
     Security deposits and deferred
       rental income.......................               (14,431)             3,362             20,358
                                                    -------------      -------------     --------------

     Total adjustments.....................               337,242            373,376            358,942
                                                    -------------      -------------     --------------

Net cash provided by operating activities..        $      453,978     $      437,492    $       447,851
                                                    =============      =============     ==============
</TABLE>


                 See accompanying notes to financial statements.


<PAGE>
                        McNEIL REAL ESTATE FUND XX, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1996

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

Organization
------------

McNeil  Real  Estate  Fund  XX,  L.P.  (the  "Partnership"),  formerly  known as
Southmark  Income  Investors,  Ltd., was organized on July 19, 1984 as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to invest in, hold,  manage and dispose of mortgage  loans,  real estate and
real  estate-related  investments.  The general  partner of the  Partnership  is
McNeil Partners,  L.P. (the "General Partner"),  a Delaware limited partnership,
an affiliate of Robert A. McNeil ("McNeil").  The General Partner was elected at
a meeting of limited  partners on March 30,  1992,  at which time an amended and
restated  partnership  agreement  (the  "Amended  Partnership   Agreement")  was
adopted.  The principal  place of business for the  Partnership  and the General
Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

The Partnership is engaged in the servicing of mortgage loans,  including equity
and revenue participation loans, and the ownership,  operation and management of
income-producing  properties  acquired  through  foreclosure.  In July 1990, the
Partnership  foreclosed  on Park Spring  Apartments  (renamed  Sterling  Springs
Apartments)  in  settlement  of the  related  mortgage  loan.  In May 1993,  the
Partnership  foreclosed  on 1130  Sacramento  Condominiums  in settlement of the
related  mortgage loan. The Partnership  determined to evaluate market and other
economic  conditions  to  establish  the  optimum  time to  commence  an orderly
liquidation  of the  Partnership's  assets in  accordance  with the terms of the
Amended Partnership  Agreement.  At December 31, 1996, the Partnership  operated
two  income-producing   properties  as  described  in  Note  4  -  "Real  Estate
Investments,"  and serviced three mortgage loan investments as described in Note
5 -  "Mortgage  Loan  Investments"  and Note 6 -  "Mortgage  Loan  Investment  -
Affiliate."

Basis of Presentation
---------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles ("GAAP").  The preparation of financial
statements in conformity  with GAAP  requires  management to make  estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

The  Partnership's  financial  statements  consolidate  the accounts of Sterling
Springs  Fund XX Limited  Partnership.  This single asset tier  partnership  was
formed to  accommodate  the  refinancing  of Sterling  Springs  Apartments.  The
Partnership is the limited partner and  wholly-owns the corporation  that is the
general  partner of the tier  partnership.  The  Partnership  retains  effective
control of the tier partnership.



<PAGE>
Real Estate Investments
-----------------------

Real estate investments are generally stated at the lower of depreciated cost or
fair value. Real estate investments are reviewed for impairment  whenever events
or changes in  circumstances  indicate  that their  carrying  amounts may not be
recoverable.  When the  carrying  value  of a  property  exceeds  the sum of all
estimated  future cash flows, an impairment loss is recognized.  At such time, a
write-down  is  recorded to reduce the basis of the  property  to its  estimated
recoverable amount.

The  Partnership's  method  of  accounting  for real  estate  investments  is in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS 121"), which the Partnership  adopted effective January 1, 1996.  The
adoption  of  SFAS  121 did  not  have a  material  impact  on the  accompanying
financial statements.

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

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

Buildings and improvements are depreciated using the  straight-line  method over
the estimated useful lives of the assets, ranging from 5 to 25 years.

Mortgage Loan Investments
-------------------------

Mortgage  loan  investments  are recorded at their  original  basis,  net of any
allowance  for  impairment.  Interest  income  is  recognized  as it is  earned.
Interest accrual is ceased at such time as management  determines  collection is
doubtful.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents  include cash on hand and cash on deposit in financial
institutions with original  maturities of three months or less. Carrying amounts
for cash and cash equivalents approximate fair value.

Escrow Deposits
---------------

The  Partnership is required to maintain  escrow accounts in accordance with the
terms  of  its  mortgage  indebtedness  agreement.  These  escrow  accounts  are
controlled by the mortgagee and are used for payment of property  taxes,  hazard
insurance,  capital improvements and/or property replacements.  Carrying amounts
for escrow deposits approximate fair value.

Deferred Borrowing Costs
------------------------

Loan fees and other related costs incurred to obtain long-term financing on real
property are capitalized and amortized using the effective  interest method over
the  term  of the  related  mortgage  note  payable.  Amortization  of  deferred
borrowing costs is included in interest expense on the Statements of Operations.

<PAGE>
Discount on Mortgage Note Payable
---------------------------------

The discount on the mortgage note payable is being  amortized over the remaining
term  of  the  related  mortgage  note  using  the  effective  interest  method.
Amortization  of the  discount  on the  mortgage  note  payable is  included  in
interest expense on the Statements of Operations.

Rental Revenues
---------------

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

Income Taxes
------------

No provision for Federal  income taxes is necessary in the financial  statements
of the  Partnership  because,  as a  partnership,  it is not  subject to Federal
income tax and the tax effect of its activities accrues to the partners.

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

Under the terms of the Amended Partnership Agreement,  net income and net losses
(except  from a  terminating  disposition)  are  allocated  99%  to the  limited
partners and 1% to the General Partner.

Federal  income tax law provides  that the  allocation of loss to a partner will
not be  recognized  unless the  allocation  is in  accordance  with a  partner's
interest in the partnership or the allocation has substantial  economic  effect.
Internal  Revenue  Code Section  704(b) and  accompanying  Treasury  Regulations
establish  criteria for allocation of  Partnership  deductions  attributable  to
debt. The  Partnership's  tax allocations for 1996, 1995 and 1994 have been made
in accordance with these provisions.

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

Under the terms of the Amended  Partnership  Agreement,  operating cash flow and
cash from sales or refinancings  are distributed 100% to the limited partners as
further defined in the Amended Partnership Agreement.  Terminating  dispositions
are to be made  in  accordance  with  the  partners'  positive  capital  account
balances.  Distributions  may be restricted or suspended in circumstances  where
the General  Partner  determines that such action is in the best interest of the
Partnership.

The  Partnership  distributed  $1,199,950,  $250,001  and  $249,933 of cash from
operations in 1996, 1995 and 1994,  respectively.  No distributions were paid to
the General Partner in 1996, 1995 or 1994.

The Partnership  distributed  $749,994 to the limited  partners in February 1997
from cash from operations.





<PAGE>
Net Income Per Limited Partnership Unit
---------------------------------------

Net income per limited  partnership  unit  ("Unit") is computed by dividing  net
income allocated to the limited partners by the weighted average number of Units
outstanding.  Per Unit  information  has been computed  based on 49,512  average
Units outstanding during 1996, 1995 and 1994.

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

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

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

Under the terms of the Amended Partnership Agreement,  the Partnership is paying
an  asset  management  fee to the  General  Partner.  Through  1999,  the  asset
management  fee is calculated as 1% of the  Partnership's  tangible asset value.
Tangible  asset  value is  determined  by using  the  greater  of (i) an  amount
calculated by applying a capitalization  rate of 9 percent to the annualized net
operating income of each property, (ii) a value of $10,000 per apartment unit or
(iii) on 1130  Sacramento,  the net book value of the property is used 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 fee
percentage decreases subsequent to 1999.

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

<TABLE>
<CAPTION>
                                                            For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1996               1995                1994
                                                   --------------     --------------    ---------------
<S>                                                <C>                <C>               <C>            
Property management fees...................        $       67,381     $       66,477    $        57,289
Charged to general and
   administrative - affiliates:
   Partnership administration..............               145,203            211,700            199,786
   Asset management fee....................               164,245            173,751            167,194
                                                    -------------      -------------     --------------
                                                   $      376,829     $      451,928    $       424,269
                                                    =============      =============     ==============
</TABLE>


Payable to affiliates - General  Partner at December 31, 1996 and 1995 consisted
primarily  of  unpaid  property   management  fees,   Partnership   general  and
administrative  expenses and asset  management fees and are due and payable from
current operations.




<PAGE>

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

McNeil Real Estate Fund XX, L.P. is a partnership  and is not subject to Federal
and state income taxes.  Accordingly,  no  recognition  has been given to income
taxes in the  accompanying  financial  statements of the  Partnership  since the
income or loss of the  Partnership  is to be  included in the tax returns of the
individual  partners.  The  tax  returns  of  the  Partnership  are  subject  to
examination by Federal and state taxing authorities. If such examinations result
in  adjustments  to  distributive  shares of  taxable  income  or loss,  the tax
liability of the partners could be adjusted accordingly.

The  Partnership's  net assets and liabilities for tax purposes exceeded the net
assets and liabilities for financial  reporting  purposes by $7,486,117 in 1996,
$6,954,599 in 1995 and $6,434,406 in 1994.

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

The  basis  and  accumulated  depreciation  of  the  Partnership's  real  estate
investments at December 31, 1996 and 1995 are set forth in the following tables:

<TABLE>
<CAPTION>
                                                   Buildings and        Accumulated           Net Book
       1996                         Land           Improvements         Depreciation            Value
       ----                    --------------      --------------      ---------------     -------------
<S>                            <C>                 <C>                 <C>                 <C>           
   1130 Sacramento
     San Francisco, CA         $      307,697      $    2,468,101      $     (373,600)     $    2,402,198
   Sterling Springs
     Austin, TX                       392,000           3,724,869          (1,061,480)          3,055,389
                                -------------       -------------       -------------       -------------

                               $      699,697      $    6,192,970      $   (1,435,080)     $    5,457,587
                                =============       =============       =============       =============


                                                   Buildings and        Accumulated            Net Book
       1995                         Land           Improvements         Depreciation             Value
       ----                    --------------      ------------        ---------------     --------------


   1130 Sacramento             $      307,697      $    2,468,101      $     (248,111)      $   2,527,687
   Sterling Springs                   392,000           3,651,686            (844,996)          3,198,690
                                -------------       -------------       -------------       -------------

                               $      699,697      $    6,119,787      $   (1,093,107)      $   5,726,377
                                =============       =============       =============        ============
</TABLE>


<PAGE>

NOTE 5 - MORTGAGE LOAN INVESTMENTS
----------------------------------

The  following  sets  forth  the  Partnership's  mortgage  loan  investments  to
unaffiliated  borrowers  at  December  31,  1996 and  1995.  The  mortgage  loan
investments are secured by the related real estate.

<TABLE>
<CAPTION>
                         Mortgage         Annual          Monthly
                         Lien             Interest        Payments/                 December 31,
Property                 Position         Rates %         Maturity              1996               1995
--------                 --------         -------      ----------------    ------------       ------------
<S>                                           <C>                <C>       <C>                <C>        
Idlewood Nursing
   Home (a)                 First             8.50       (a)     2/98      $ 1,904,260        $ 2,013,820
   Allowance for
    impairment                                                                (792,013)          (792,013)
                                                                            ----------         ----------
                                                                             1,112,247          1,221,807
                                                                            ----------         ----------
Lakeland Nursing
   Home (b)                 First            12.00     $24,995   2/98        2,292,306          2,315,629
                                                                            ----------         ----------

                                                       Total               $ 3,404,553        $ 3,537,436
                                                                            ==========         ==========
</TABLE>


(a)    The  Partnership  owns  an 83%  participation  interest  in the  Idlewood
       Nursing Home mortgage  loan  investment.  In January 1991,  the borrowing
       partnership  became  unable  to make  all  payments  required  under  the
       original  mortgage  loan  agreement.  Since that time,  the mortgage loan
       agreement  has been  modified  four times such that the maturity date was
       extended and the interest rate was  decreased.  On February 27, 1995, the
       loan was modified such that payments on the loan are due equal to the net
       cash flow from  operations of the property,  with a minimum amount due of
       $9,130 per month.

       As a result of the borrowing partnership's inability to make the required
       payments,  the Partnership recorded a $792,013 provision for loss in 1992
       to reduce the  carrying  value of the  mortgage  loan  investment  to the
       estimated  recoverable  amount of the collateral.  The Partnership ceased
       accruing  interest  on the  loan in  1994.  The  general  partner  of the
       borrowing  partnership  has  personally  guaranteed 10% of the total loan
       amount.  In accordance with Statement of Financial  Accounting  Standards
       No. 114, "Accounting by Creditors for Impairment of a Loan" ("SFAS 114"),
       which the  Partnership  adopted in 1994,  the loan is not  recorded as an
       in-substance foreclosure at December 31, 1996 and 1995.


<PAGE>

       In accordance  with SFAS 114, a measure of the impairment of the Idlewood
       loan has been made based on the  present  value of  expected  future cash
       flows  required  under  the  February  1995  modification.  This  measure
       indicates  an  impairment  less  than  the  total  allowance   previously
       recorded.  Due  to  the  uncertainties  surrounding  this  mortgage  loan
       investment and its ultimate  realizability  given its history of numerous
       modifications, none of the previously recorded allowance will be reversed
       until the underlying  property has  demonstrated  its ability to meet the
       required  principal and interest  payments.  All payments received on the
       loan in 1996 and 1995  were  recorded  as a  reduction  of  principal  in
       accordance with SFAS 114.

(b)    The Partnership owns a 90% participation interest in the Lakeland Nursing
       Home mortgage loan. Monthly payments include principal and interest.  The
       general partner of the borrowing partnership personally guaranteed 25% of
       the total loan amount.

Based on market lending rates for mortgage loan  investments with similar terms,
risks and average  maturities,  the fair value of mortgage loan  investments was
approximately  $4,514,000  at December 31, 1996 and  $4,413,000  at December 31,
1995.

A summary of activity for mortgage loan  investments for each of the three years
in the period ended December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                                                            For the Years Ended December 31,
                                                   -----------------------------------------------------
                                                        1996               1995               1994
                                                   ---------------    --------------    ----------------
<S>                                                <C>                <C>               <C>            
Balance at beginning of year...............        $    3,537,436     $    3,684,406    $     3,637,557
Accrued interest added to principal........                     -                  -             82,567
Collection of principal....................              (132,883)          (146,970)           (35,718)
                                                    -------------      -------------     --------------
Balance at end of year.....................        $    3,404,553     $    3,537,436    $     3,684,406
                                                    =============      =============     ==============
</TABLE>


<PAGE>

NOTE 6 - MORTGAGE LOAN INVESTMENT - AFFILIATE
---------------------------------------------

The  following  sets forth the  Partnership's  mortgage  loan  investment  to an
affiliated borrower at December 31, 1996 and 1995:


<TABLE>
<CAPTION>
                         Mortgage        Annual           Monthly
                         Lien           Interest         Payments/                December 31,
Property                 Position (a)   Rates %           Maturity           1994              1995
--------                 ------------   ----------    ----------------    -----------       ----------
<S>                         <C>           <C>          <C>        <C>     <C>               <C>       
Fort Meigs Shopping
   Center                   Second        8.25 (b)     $4,074 (b) 4/97    $   733,900       $  733,900
                                                                           ==========        =========
</TABLE>


(a)     The mortgage loan is non-recourse to the borrower.

(b)     Although interest on  the  loan accrues at 8.25%, interest only payments
        at 6.66% are payable monthly.

On  August  24,  1992,  pursuant  to  a  lawsuit  settlement,  a  mortgage  loan
investment, which was secured by a property owned by an affiliate of the General
Partner, was transferred to the Partnership.  In June 1993, a new loan agreement
was  executed;  and the  affiliate  substituted  a second lien on another of its
properties, Fort Meigs Plaza Shopping Center, as the collateral on the loan.

Related to the initial  transfer,  the Partnership  recorded a deferred gain for
the  proportion  of the  non-cash  assets  received as compared to total  assets
received  pursuant  to the  lawsuit  settlement.  This  deferred  gain is  being
amortized as principal  payments are received on the mortgage  loan  investment.
The deferred gain totaled $150,054 at December 31, 1996 and 1995.

Based on market lending rates for mortgage loan  investments with similar terms,
risks  and   average   maturities,   the  fair  value  of  the   mortgage   loan
investment-affiliate  was  approximately  $690,000  at  December  31,  1996  and
$723,000 at December 31, 1995.



<PAGE>

NOTE 7 - MORTGAGE NOTE PAYABLE
------------------------------

The  following  sets  forth the  mortgage  note  payable of the  Partnership  at
December 31, 1996 and 1995.  The mortgage note payable is secured by the related
real estate investment.

<TABLE>
<CAPTION>

                         Mortgage       Annual          Monthly
                         Lien           Interest        Payments/                     December 31,
Property                 Position (a)   Rate %          Maturity                1996                1995
--------                 ------------   -------        ----------------    --------------      ---------------
<S>                                        <C>         <C>       <C>       <C>                 <C>           
Sterling Springs
Apartments (c)           First             8.15        $23,443   7/03      $    2,776,313      $    2,829,007
                         Discount (b)                                             (60,404)            (68,046)
                                                                            -------------       -------------
                                                                           $    2,715,909      $    2,760,961
                                                                            =============      ==============
</TABLE>


(a)    The debt is non-recourse to the Partnership.

(b)     The mortgage loan was discounted to an effective rate of 8.62%.

(c)    Financing  was  obtained  in June 1993  under the terms of a Real  Estate
       Mortgage  Investment  Conduit  financing.  The note may not be prepaid in
       whole or part before July 1998. Any prepayments  made during the sixth or
       seventh  loan  years  are  subject  to a Yield  Maintenance  Premium,  as
       defined.

Scheduled  principal  maturities  of the mortgage  note payable  under  existing
terms, excluding a discount of $60,404, are as follows:

                           1997                  $      57,153
                           1998                         61,989
                           1999                         67,234
                           2000                         72,923
                           2001                         79,093
                           Thereafter                2,437,921
                                                  ------------
                             Total               $   2,776,313
                                                  ============

Based on borrowing rates  currently  available to the Partnership for a mortgage
loan with similar terms and average  maturities,  the fair value of the mortgage
note payable was approximately $2,674,000 at December 31, 1996 and $2,772,000 at
December 31, 1995.


<PAGE>

NOTE 8 - LEGAL PROCEEDINGS
--------------------------

The Partnership is not party to, nor are any of the Partnership's properties the
subject of any material pending legal proceedings,  other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

1)   HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young,  BDO Seidman et
     al. (Case  #92-06560-A).  This suit was filed on behalf of the  Partnership
     and other  affiliated  partnerships  (as  defined  in this  Section  1, the
     "Affiliated  Partnerships")  on May 26, 1992, in the 14th Judicial District
     Court  of  Dallas  County.   The  petition  sought  recovery   against  the
     Partnership's  former auditors,  Ernst & Young, for negligence and fraud in
     failing to detect and/or report  overcharges of fees/expenses by Southmark,
     the  former  general  partner.   The  former  auditors  initially  asserted
     counterclaims   against  the  Affiliated   Partnerships  based  on  alleged
     fraudulent misrepresentations made to the auditors by the former management
     of  the  Affiliated   Partnerships   (Southmark)  in  the  form  of  client
     representation  letters executed and delivered to the auditors by Southmark
     management.  The counterclaims sought recovery of attorneys' fees and costs
     incurred in defending this action.  The counterclaims  were later dismissed
     on appeal, as discussed below.

     The  trial  court  granted   summary   judgment   against  the   Affiliated
     Partnerships based on the statute of limitations;  however,  on appeal, the
     Dallas Court of Appeals reversed the trial court and remanded for trial the
     Affiliated  Partnerships'  fraud claims  against  Ernst & Young.  The Texas
     Supreme  Court  denied  Ernst &  Young's  application  for writ of error on
     January 11, 1996. Shortly before trial, the district court judge once again
     granted summary judgment against the Affiliated Partnerships on December 2,
     1996. The Partnership is continuing to pursue vigorously its claims against
     Ernst & Young;  however,  the final  outcome of this  litigation  cannot be
     determined at this time.

2)   Martha Hess, et al. v. Southmark Equity Partners II, Ltd., Southmark Income
     Investors,  Ltd.  (presently  known as McNeil Real  Estate Fund XX,  L.P.),
     Southmark Equity Partners,  Ltd.,  Southmark Realty Partners III, Ltd., and
     Southmark Realty Partners II, Ltd., et al. ("Hess");  Kotowski v. Southmark
     Equity Partners, Ltd. and Donald Arceri v. Southmark Income Investors, Ltd.
     The Hess case was filed on May 20, 1988, by Martha Hess,  individually  and
     on behalf of a putative class of those  similarly  situated.  The original,
     first,  second and third  amended  complaints  in Hess  sought  rescission,
     pursuant to the Illinois  Securities Act, of over $2.7 million of principal
     invested in five  Southmark  (now  McNeil)  partnerships,  and other relief
     including  damages  for  breach  of  fiduciary  duty and  violation  of the
     Illinois Consumer Fraud and Deceptive Business Practices Act. The original,
     first,  second and third amended  complaints in Hess were dismissed against
     the defendant-group because the Appellate Court held that they were not the
     proper subject of a class action complaint. Hess was, thereafter, amended a
     fourth  time to  state  causes  of  action  against  unrelated  partnership
     entities. Hess went to judgment against that entity and the judgment, along
     with the prior  dismissals  of the class action,  was appealed.  The claims
     against the Partnership were dismissed by the Appellate Court.





<PAGE>

3)   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 (as defined in this Section 3,
     the  "Partnerships").  Plaintiffs allege that McNeil  Investors,  Inc., its
     affiliate  McNeil Real Estate  Management,  Inc.  and three of their senior
     officers and/or directors (as defined in this Section 3, collectively,  the
     "Defendants") breached their fiduciary duties and certain obligations under
     the  respective  amended  partnership  agreements.  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.  On January 7, 1997,  the Court ordered  consolidation  with three
     other similar actions listed below.

     The  Partnerships  filed a demurrer to the complaint and a motion to strike
     on February 14, 1997, seeking to dismiss the complaint in all respects. The
     demurrer  is  pending.  The  Partnerships  deny that  there is any merit to
     Plaintiff's allegations and intend to vigorously defend this action.

4)   Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors,  Inc., Robert
     A. McNeil,  Carole J. McNeil,  McNeil Pacific  Investors  Fund 1972,  Ltd.,
     McNeil Real Estate Fund V, Ltd.,  McNeil Real Estate Fund IX, Ltd.,  McNeil
     Real Estate Fund X, Ltd.,  McNeil  Real Estate Fund XI,  Ltd.,  McNeil Real
     Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
     Fund XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
     XXV,  L.P.  -  Superior  Court of the  State of  California,  County of Los
     Angeles,  Case No. BC133849 (Class Action  Complaint).  On January 7, 1997,
     this  action  was  consolidated  by court  order  with  Scholfield, et al.,
     referenced above.

<PAGE>

5)   Warren Heller v. McNeil Partners,  L.P., McNeil Investors,  Inc., Robert A.
     McNeil,  Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil
     Real Estate Fund V, Ltd.,  McNeil  Real Estate Fund IX,  Ltd.,  McNeil Real
     Estate Fund X, Ltd.,  McNeil Real Estate Fund XI, Ltd.,  McNeil Real Estate
     Fund XIV, Ltd.,  McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund
     XX, L.P.,  McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
     L.P. - Superior  Court of the State of  California,  County of Los Angeles,
     Case No. BC133957 (Class Action Complaint). On January 7, 1997, this action
     was consolidated by court order with Scholfield, et al., referenced above.

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

     On  April  11,  1996,  the  action  was  dismissed   without  prejudice  in
     anticipation  of  consolidation  with other  class  action  complaints.  On
     January  7,  1997,  this  action  was  consolidated  by  court  order  with
     Schofield, et al., referenced above.

7)   McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
     McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil
     Real Estate Fund XI, Ltd.,  McNeil Real Estate Fund XIV, Ltd.,  McNeil Real
     Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate
     Fund XXIV,  L.P.,  and McNeil  Real  Estate  Fund XXV,  L.P.  v. High River
     Limited Partnership,  Riverdale Investors Corp., Carl C. Icahn, and Unicorn
     Associates  Corporation  - United  States  District  Court for the  Central
     District of California, Case No. 96-5680SVW.

     On August 12,  1996,  High River  Limited  Partnership  ("High  River"),  a
     partnership  controlled by Carl C. Icahn, sent a letter to the partnerships
     referenced  above  demanding  lists of the  names,  current  residences  or
     business addresses and certain other information concerning the unitholders
     of such partnerships.  On August 19, 1996, these partnerships commenced the
     above action seeking, among other things, to declare that such partnerships
     are not required to provide  High River with a current list of  unitholders
     on the grounds that the defendants commenced a tender offer in violation of
     the federal  securities  laws by filing certain  Schedule 13D Amendments on
     August 5, 1996.

     On October 16, 1996, the presiding judge denied the partnerships'  requests
     for a permanent and  preliminary  injunction to enjoin High River's  tender
     offers and  granted the  defendants'  request  for an order  directing  the
     partnerships  to turn  over  current  lists of  unitholders  to High  River
     forthwith.  On October 24, 1996, the partnerships  delivered the unitholder
     lists to High River.  The judge's  decision  resolved all the issues in the
     action.




<PAGE>

                        McNEIL REAL ESTATE FUND XX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1996
<TABLE>
<CAPTION>
                                                                                  Cumulative           Costs
                                                       Initial Cost                Write-down       Capitalized
                          Related                             Buildings and     and Permanent       Subsequent
Description               Encumbrances         Land           Improvements        Impairment       To Acquisition
-----------               ---------------   ---------------   ---------------    ------------     ---------------
<S>                        <C>              <C>               <C>                <C>              <C>          
1130 Sacramento
   Condominiums
   San Francisco, CA       $            -   $       307,697   $     1,866,696    $          -     $     601,405

Sterling Springs
   Apartments
   Austin, TX                   2,715,909           392,000         2,908,000                -           816,869
                           --------------    --------------    --------------     ------------     -------------

                          $     2,715,909   $       699,697   $     4,774,696    $           -    $    1,418,274
                           ==============    ==============    ==============     ============     =============
</TABLE>








                     See accompanying notes to Schedule III.


<PAGE>


                        McNEIL REAL ESTATE FUND XX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1996

<TABLE>
<CAPTION>
                                            Gross Amount at
                                     Which Carried at Close of Period                  Accumulated
                                                 Buildings and                         Depreciation
Description                      Land            Improvements          Total (a)      and Amortization
------------                  --------------     -------------    ----------------    ----------------
<S>                           <C>                <C>              <C>                 <C>            
1130 Sacramento
   Condominiums
   San Francisco, CA          $      307,697     $    2,468,101   $      2,775,798    $     (373,600)

Sterling Springs
   Apartments
   Austin, TX                        392,000          3,724,869          4,116,869        (1,061,480)
                               -------------      -------------    ---------------     -------------

                              $      699,697     $    6,192,970   $      6,892,667    $   (1,435,080)
                               =============      =============    ===============     ==============

</TABLE>

(a)  For Federal income tax purposes,  the properties are depreciated over lives
     ranging  from 7 to 27.5 years using ACRS or MACRS  methods.  The  aggregate
     cost of real  estate  investments  for  Federal  income  tax  purposes  was
     approximately  $7,240,820  and  accumulated  depreciation  was  $689,373 at
     December 31, 1996.




                     See accompanying notes to Schedule III.


<PAGE>


                        McNEIL REAL ESTATE FUND XX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1996

<TABLE>
<CAPTION>


                                 Date of                    Date                Depreciable
Description                   Construction                Acquired              lives (years)
------------                  -------------               --------              -------------
<S>                             <C>                         <C>                     <C> 
1130 Sacramento
   Condominiums
   San Francisco, CA            1992                        5/93                    5-25

Sterling Springs
   Apartments
   Austin, TX                   1985                        7/90                    5-25

</TABLE>






                     See accompanying notes to Schedule III.


<PAGE>
                        McNEIL REAL ESTATE FUND XX, L.P.

                              Notes to Schedule III
              Real Estate Investments and Accumulated Depreciation


A  summary  of  activity  for the  Partnership's  real  estate  investments  and
accumulated depreciation is as follows:


<TABLE>
<CAPTION>
                                                           For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1996               1995               1994
                                                   --------------     --------------    ---------------
Real estate investments:

<S>                                                <C>                <C>               <C>            
Balance at beginning of year...............        $    6,819,484     $    6,700,869    $     6,435,025

Improvements...............................                73,183            118,615            265,844
                                                    -------------      -------------     --------------

Balance at end of year.....................        $    6,892,667     $    6,819,484    $     6,700,869
                                                    =============      =============     ==============



Accumulated depreciation:

Balance at beginning of year...............        $    1,093,107     $      762,675    $       455,860

Depreciation...............................               341,973            330,432            306,815
                                                    -------------      -------------     --------------

Balance at end of year.....................        $    1,435,080     $    1,093,107    $       762,675
                                                    =============      =============     ==============

</TABLE>





<PAGE>
                                    PART III

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

None.


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

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

                                       Other Principal Occupations and Other
Name and Position             Age      Directorships During the Past 5 Years
-----------------             ---      -------------------------------------

Robert A. McNeil,              76       Mr.  McNeil  is also  Chairman  of   the
Chairman of the                         Board and Director of McNeil Real Estate
Board and Director                      Management,  Inc. ("McREMI") which is an
                                        affiliate of the General Partner. He has
                                        held the foregoing  positions  since the
                                        formation  of such  entity in 1990.  Mr.
                                        McNeil  received  his B.A.  degree  from
                                        Stanford  University  in  1942  and  his
                                        L.L.B.  degree from  Stanford Law School
                                        in 1948. He is a member of the State Bar
                                        of  California  and has been involved in
                                        real  estate  financing  since  the late
                                        1940's and in real estate  acquisitions,
                                        syndications  and   dispositions   since
                                        1960. From 1986 until active  operations
                                        of  McREMI  and  McNeil  Partners,  L.P.
                                        began in February 1991, Mr. McNeil was a
                                        private investor. Mr. McNeil is a member
                                        of the International  Board of Directors
                                        of the Salk  Institute,  which  promotes
                                        research in improvements in health care.

Carole J. McNeil               53       Mrs.   McNeil   is  Co-Chairman,    with
Co-Chairman of the Board                husband  Robert  A.  McNeil,  of  McNeil
                                        Investors,  Inc. Mrs.  McNeil has twenty
                                        years of real  estate  experience,  most
                                        recently as a private investor from 1986
                                        to 1993.  In 1982,  she founded  Ivory &
                                        Associates,  a  commercial  real  estate
                                        brokerage  firm  in San  Francisco,  CA.
                                        Prior to that, she was a commercial real
                                        estate   associate   with  the   Madison
                                        Company and, earlier, a commercial sales
                                        associate  and  analyst  with Marcus and
                                        Millichap  in San  Francisco.  In  1978,
                                        Mrs.   McNeil   established  the  Escrow
                                        Training  Centers,   California's  first
                                        accredited  commercial  training program
                                        for title  company  escrow  officers and
                                        real  estate  agents   needing   college
                                        credits   to   qualify   for   brokerage
                                        licenses.  She  began in real  estate as
                                        Manager and Marketing  Director of Title
                                        Insurance and Trust in Marin County, CA.
                                        Mrs. McNeil serves on the  International
                                        Board   of   Directors   of   the   Salk
                                        Institute.

<PAGE>

                                        Other Principal Occupations and Other
Name and Position              Age      Directorships during the Past 5 Years
-----------------              ---      -------------------------------------

Ron K. Taylor                  39       Mr.  Taylor is the  President  and Chief
President and Chief                     Executive  Officer of McNeil Real Estate
Executive Officer                       Management which is an affiliate of  the
                                        General Partner.  Mr. Taylor has been in
                                        this capacity  since the  resignation of
                                        Donald K. Reed on March 4,  1997.  Prior
                                        to       assuming       his      current
                                        responsibilities, Mr. Taylor served as a
                                        Senior  Vice  President  of McREMI.  Mr.
                                        Taylor has been in this  capacity  since
                                        McREMI  commenced  operations  in  1991.
                                        Prior  to  joining  McREMI,  Mr.  Taylor
                                        served as an  Executive  Vice  President
                                        for  a   national   syndication/property
                                        management  firm. In this capacity,  Mr.
                                        Taylor  had the  responsibility  for the
                                        management  and leasing of a  21,000,000
                                        square  foot   portfolio  of  commercial
                                        properties. Mr. Taylor has been actively
                                        involved  in the  real  estate  industry
                                        since 1983.


Each director  shall serve until his successor  shall have been duly elected and
qualified.


ITEM 11.     EXECUTIVE COMPENSATION
--------     ----------------------

No direct  compensation  was paid or payable by the  Partnership to directors or
officers  (since it does not have any  directors or officers) for the year ended
December  31,  1996,  nor was any  direct  compensation  paid or  payable by the
Partnership  to  directors  or officers  of the  general  partner of the General
Partner for the year ended  December 31, 1996. The  Partnership  has no plans to
pay any such remuneration to any directors or officers of the general partner of
the General Partner in the future.

See Item 13 - Certain  Relationships  and  Related  Transactions  for amounts of
compensation and  reimbursements  paid by the Partnership to the General Partner
and its affiliates.


<PAGE>

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------     --------------------------------------------------------------

(A)     Security ownership of certain beneficial owners.

        No individual or group, as defined by Section 13(d)(3) of the Securities
        Exchange Act of 1934,  was known by the  Partnership to own more than 5%
        of the  Units,  other  than High River  Limited  Partnership  which owns
        6,445.372  Units at  January  31,  1997  (approximately  13.018%  of the
        outstanding   Units).  The  business  address  for  High  River  Limited
        Partnership is 100 South Bedford Road, Mount Kisco, New York 10549.

(B)     Security ownership of management.

        The  General  Partner  and the  officers  and  directors  of its general
        partner  collectively  own 4.5  Units,  which  is less  than 1% of Units
        outstanding.

(C)     Change in control.

        None.

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

The amendments to the Partnership compensation structure included in the Amended
Partnership  Agreement  provide for an asset management fee to replace all other
forms of general partner  compensation  other than property  management fees and
reimbursements  of certain  costs.  Through 1999,  the asset  management  fee is
calculated as 1% of the Partnership's tangible asset value. Tangible asset value
is  determined  by using the greater of (i) an amount  calculated  by applying a
capitalization  rate of 9 percent to the annualized net operating income of each
property,  (ii) a  value  of  $10,000  per  apartment  unit  or  (iii)  on  1130
Sacramento, the net book value of the property is used 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 fee percentage
decreases  subsequent  to 1999.  For the  year  ended  December  31,  1996,  the
Partnership paid or accrued $164,245 of such asset management fees.

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts of its properties to McREMI,  an affiliate of the General Partner,  for
providing property management services. Additionally, the Partnership reimburses
McREMI for its costs,  including  overhead,  of administering  the Partnership's
affairs.  For the year ended December 31, 1996, the Partnership  paid or accrued
$212,584  of such  property  management  fees and  reimbursements.  See Item 1 -
Business,  Item 7 - Management's  Discussion and Analysis of Financial Condition
and Results of Operations and Item 8 - Note 2 - "Transactions With Affiliates."


<PAGE>



ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

See accompanying Index to Financial Statements at Item 8.

(A)       Exhibits

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

          4.                                Amended   and    Restated    Limited
                                            Partnership  Agreement  dated  March
                                            30, 1992  (incorporated by reference
                                            to  the   Current   Report   of  the
                                            registrant  on Form 8-K dated  March
                                            30,  1992,  as filed  on  April  10,
                                            1992).

          10.3                              Portfolio Services  Agreement  dated
                                            February 14, 1991, between Southmark
                                            Income  Investors,  Ltd.  and McNeil
                                            Real Estate Management, Inc. (1)

          10.5                              Promissory  Note   dated October 30,
                                            1985,  between Lakeland  Associates,
                                            Ltd.  and  Paris  Savings  and  Loan
                                            Association   relating  to  Lakeland
                                            Nursing Home. (1)

          10.6                              Loan  Participation  Agreement dated
                                            September 4, 1986, between Southmark
                                            Income  Investors,  Ltd.  and  Paris
                                            Savings    and   Loan    Association
                                            relating to Lakeland  Nursing  Home.
                                            (1)

          10.7                              Promissory  Note  dated February 28,
                                            1986,  between Idlewood  Associates,
                                            Ltd.  and  Southern   Heritage  Life
                                            Insurance    Company   relating   to
                                            Idlewood Nursing Home. (1)

          10.8                              Loan  Participation  Agreement dated
                                            September 4, 1986, between Southmark
                                            Income  Investors,  Ltd.  and  Paris
                                            Savings    and   Loan    Association
                                            relating to Idlewood  Nursing  Home.
                                            (1)

          10.10                             Loan Agreement dated June 23,  1993,
                                            between  Lexington  Mortgage Company
                                            and  McNeil  Real  Estate  Fund  XX,
                                            L.P., et al. (3)


<PAGE>
          Exhibit
          Number                            Description
          -------                           -----------

          10.11                             Property  Management Agreement dated
                                            June 24, 1993,  between  McNeil Real
                                            Estate Management, Inc. and Sterling
                                            Springs Fund XX Limited  Partnership
                                            (filed without schedules). (4)

          10.12                             Revolving  Credit  Agreement   dated
                                            August  6,  1992,   between   McNeil
                                            Partners,  L.P. and various selected
                                            partnerships,      including     the
                                            registrant. (4)

          10.14                             Property Management Agreement  dated
                                            March 30, 1992,  between McNeil Real
                                            Estate Fund XX, L.P. and McNeil Real
                                            Estate Management, Inc. (2)

          10.15                             Amendment  of  Property   Management
                                            Agreement  dated  March 5, 1993,  by
                                            McNeil Real Estate Fund XX, L.P. and
                                            McNeil Real Estate Management,  Inc.
                                            (2)

          11.                               Statement  regarding  computation of
                                            Net Income per  Limited  Partnership
                                            Unit   (see   Item  8  -  Note  1  -
                                            "Organization    and    Summary   of
                                            Significant Accounting Policies").

          22.                               Following is a list of  subsidiaries
                                            of the Partnership:

<TABLE>
<CAPTION>
                                                                                                  Names Under
                                                                           Jurisdiction            Which It Is
                                            Name of Subsidiary            Incorporation          Doing Business
                                            ------------------            -------------          --------------

<S>                                         <C>                             <C>                        <C>  
                                            Sterling Springs Fund XX
                                               Limited Partnership          Delaware                   None
</TABLE>


                  (1)                       Incorporated  by   reference  to the
                                            Quarterly  Report of the  registrant
                                            on Form  10-Q for the  period  ended
                                            March 31, 1991,  as filed on May 14,
                                            1991.


<PAGE>
          Exhibit
          Number                            Description
          -------                           -----------

                  (2)                       Incorporated  by  reference  to  the
                                            Annual  Report of the  registrant on
                                            Form  10-K  for  the  period   ended
                                            December 31, 1992, as filed on March
                                            30, 1993.

                  (3)                       Incorporated  by  reference  to  the
                                            Annual  Report of McNeil Real Estate
                                            Fund XI, Ltd.  (File No.  0-9783) on
                                            Form  10-K  for  the  period   ended
                                            December 31, 1993, as filed on March
                                            30, 1994.

                  (4)                       Incorporated  by  reference  to  the
                                            Annual  Report of the  registrant on
                                            Form  10-K  for  the  period   ended
                                            December 31, 1993, as filed on March
                                            30, 1994.



(B)       There were no reports on Form 8-K filed by the Partnership  during the
          quarter ended December 31, 1996.


<PAGE>



                        McNEIL REAL ESTATE FUND XX, L.P.
                              A Limited Partnership

                                 SIGNATURE PAGE


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                               McNEIL REAL ESTATE FUND XX, L.P.


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

                                    By: McNeil Investors, Inc., General Partner



March 27, 1997                      By: /s/  Robert A. McNeil
--------------                          ----------------------------------------
Date                                    Robert A. McNeil
                                        Chairman of the Board and Director
                                        Principal Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.




March 27, 1997                      By: /s/  Ron K. Taylor
--------------                          ----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil 
                                         Investors, Inc.
                                        (Principal Financial Officer)




March 27, 1997                      By: /s/  Carol A. Fahs
--------------                          ----------------------------------------
Date                                    Carol A. Fahs
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)