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, 1997
                                 -----------------------------------------------

                                       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  0-14267
                            --------


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


         California                          74-2339537
--------------------------------------------------------------------------------
(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 ]

All of the registrant's 40,000 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 37

                                TOTAL OF 38 PAGES
<PAGE>
                                     PART I

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

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

McNeil  Real Estate  Fund XXIV,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Equity Partners,  Ltd., was organized on October 19, 1984 as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  commercial and residential  properties.  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  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 January 8, 1985, the Partnership  registered with the Securities and Exchange
Commission  ("SEC")  under the  Securities  Act of 1933 (File No.  2-93979)  and
commenced a public offering for sale of $40,000,000 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 December 15, 1985 with 40,000 Units
sold at $1,000 each, or gross proceeds of $40,000,000  to the  Partnership.  The
Partnership  subsequently  filed a Form 8-A Registration  Statement with the SEC
and  registered  its Units under the  Securities  Exchange Act of 1934 (File No.
0-14267).

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 XXIV, 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 $43,193, (i)
the right to receive  payment on the  advances  owing  from the  Partnership  to
Southmark  and its  affiliates  in the amount of $642,581,  and (ii) the general
partner interest of the Original General Partner. None of the Units are owned by
the General Partner or its affiliates.

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

General:

The  Partnership  is engaged  in the  ownership,  operation  and  management  of
residential and retail real estate.  At December 31, 1997, the Partnership owned
seven revenue-producing  properties as described in Item 2 - Properties.  Six of
the  Partnership's  seven  properties  were acquired in  transactions  involving
payment of all cash to the sellers. A large portion of the Partnership's  rental
revenue is  attributable  to one property,  Southpointe  Plaza Shopping  Center.
Southpointe  Plaza Shopping Center  contributed  approximately  25% of the total
Partnership rental revenue in 1997, 27% in 1996 and 30% in 1995.

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:

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as




<PAGE>
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

The Partnership has placed Island Plaza,  Southpointe Plaza and Springwood Plaza
on the market for sale  effective  April 1, 1996,  October 1, 1996 and August 1,
1997,  respectively.  The Partnership has received offers from non-affiliates to
purchase Island Plaza for $1.85 million and Southpointe Plaza for $6.8 million.

Competitive Conditions:

Since the  principal  business of the  Partnership  is to own and  operate  real
estate,  the Partnership is subject to all of the risks  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  to
respond  promptly  to  changed  circumstances.  The  Partnership  competes  with
numerous established companies, private investors (including foreign investors),
real estate investment trusts,  limited partnerships and other entities (many of
which have greater  resources than the Partnership) in connection with the sale,
financing  and  leasing  of  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, 1997.  All of these  statements are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate  sales or  refinancings of its
properties and respond to changing economic and competitive factors.

Environmental Matters:

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.  The 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>

Other information:

In August 1995, High River Limited  Partnership,  a Delaware limited partnership
controlled by Carl C. Icahn ("High River") made an  unsolicited  tender offer to
purchase from holders of Units up to approximately  45% of the outstanding Units
of the  Partnership  for a purchase  price of $150 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 $268.13 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, 1998, High River has purchased  approximately  9% 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.

Management  has begun to review its  information  technology  infrastructure  to
identify any systems that could be affected by the year 2000  problem.  The year
2000 problem is the result of computer  programs  being written using two digits
rather  than  four to  define  the  applicable  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.  The information  systems used by the Partnership for financial
reporting and  significant  accounting  functions  were made year 2000 compliant
during  recent  systems  conversions.  The  Partnership  is in  the  process  of
evaluating the computer systems at the various properties.  The Partnership also
intends to communicate  with  suppliers,  financial  institutions  and others to
coordinate  year 2000 issues.  Management  believes that the  remediation of any
outstanding  year 2000  conversion  issues  will not have a material  or adverse
effect on the Partnership's operations.


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

The  following  table sets forth the real  estate  investment  portfolio  of the
Partnership  at December 31, 1997.  All of the  buildings  and the land on which
they are located are owned by the  Partnership  in fee and are  unencumbered  by
mortgage indebtedness,  with the exception of Southpointe Plaza Shopping Center,
which is subject to a first lien deed of trust as set forth more fully in Item 8
- Note 5 -  "Mortgage  Note  Payable."  See also Item 8 - Note 4 - "Real  Estate
Investments"  and  Schedule  III  -  Real  Estate  Investments  and  Accumulated
Depreciation and Amortization.  In the opinion of management, the properties are
adequately covered by insurance.

<TABLE>
<CAPTION>
                                            Net Basis                              1997           Date
Property              Description           of Property          Debt        Property Taxes     Acquired
--------              -----------           -----------          ----        --------------     --------
Real Estate Investments:
<S>                   <C>                <C>                 <C>             <C>                    <C>
Pine Hills            Apartments
Livingston, TX        128 units          $   2,419,669       $           -   $      39,163          10/85

Riverbay Plaza        Retail Center
Riverview, FL         73,065 sq. ft.         5,040,544                   -          64,985          4/85

Sleepy Hollow         Apartments
Cleveland, TX         112 units              2,570,878                   -          63,537          8/85

Towne Center          Retail Center
Derby, KS             94,320 sq. ft.          1,366,827                  -          33,758          7/85
                                           ------------       ------------    ------------
                                         $   11,397,918      $           -   $     201,443
                                           ============       ============    ============
Assets Held for Sale:

Island Plaza          Retail Center
Ft. Myers, FL         60,076 sq. ft.     $  1,810,259        $           -   $      40,481         4/85

Southpointe Plaza     Retail Center
Sacramento, CA        83,506 sq. ft.         6,433,611           5,293,017          92,272         11/85

Springwood Plaza      Retail Center
Dellwood, MO          88,323 sq. ft.         2,691,777                   -          78,915          9/85
                                           -----------        ------------    ------------
                                         $  10,935,647       $   5,293,017   $     211,668
                                          ============        ============    ============
</TABLE>

---------------------------------------
Total:    Apartments  -  240 units
          Retail Centers - 399,290 sq. ft.


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

<TABLE>
<CAPTION>
                                      1997             1996            1995           1994          1993
                                 --------------  ---------------  --------------  -------------  ----------

Real Estate Investments:
<S>                                       <C>             <C>            <C>            <C>             <C>
Pine Hills
   Occupancy Rate............             98%             94%            99%            99%             98%
   Rent Per Square Foot......           $7.10           $6.93          $6.76          $6.44           $6.06

Riverbay Plaza
   Occupancy Rate............            100%             94%            94%            92%             88%
   Rent Per Square Foot......           $7.97           $7.15          $6.85          $8.55           $7.03

Sleepy Hollow
   Occupancy Rate............            100%             92%           100%            99%             95%
   Rent Per Square Foot......           $7.24           $7.14          $7.32          $6.91           $6.76

Towne Center
   Occupancy Rate............             56%            100%           100%           100%             53%
   Rent Per Square Foot......           $3.30           $3.21          $3.59          $3.21           $2.93

Assets Held for Sale:

Island Plaza
   Occupancy Rate............             81%             86%            79%            80%             84%
   Rent Per Square Foot......           $7.25           $6.45          $6.20          $7.09           $7.56

Southpointe Plaza
   Occupancy Rate............             88%             83%            97%            90%             86%
   Rent Per Square Foot......          $12.32          $13.46         $14.18         $14.35          $13.41

Springwood Plaza
   Occupancy Rate............             87%             96%            80%            72%             80%
   Rent Per Square Foot......           $5.95           $6.03          $4.49          $4.59           $4.96
</TABLE>

Occupancy rate  represents all units leased divided by the total number of units
for  residential  properties  and square  footage leased divided by total square
footage for other  properties  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.


<PAGE>
Competitive Conditions
----------------------

Real Estate Investments:

Pine Hills
----------

Pine  Hills is a  two-story  apartment  community  located  in the small town of
Livingston,  approximately  60  miles  north  of  Houston,  Texas.  There  is no
comparable competition within the area at present, however there is an abundance
of  affordable  alternative  housing  such as mobile  homes and  rental  houses.
Although  the  property  is located on a busy  thoroughfare  near an  interstate
highway,  visibility  is poor as the property  frontage is limited to a driveway
which  leads to the main  entrance.  The  vacant  land in front of Pine Hills is
currently on the market for sale. If the property is developed, it could have an
impact on Pine Hills' future  performance.  The Partnership  expects to maintain
occupancy in the mid 90% range in 1998.

Riverbay Plaza
--------------

Riverbay Plaza is a single-story  retail  shopping center located at the busiest
intersection  of a rural  area near  Riverview,  Florida.  It is  anchored  by a
grocery  store and a  drugstore  and there are two out  parcels  in front of the
center that draw customers to the center. The Partnership recently renovated and
expanded  the  grocery  anchor  tenant's  space.  Currently,  there  is only one
competing  shopping  center in the  area,  and it is not as well  maintained  as
Riverbay Plaza.  There are currently two proposed  shopping center  developments
within five miles of Riverbay Plaza.  Any future  development is not expected to
have a significant impact on the property due to the high occupancy rates in the
area and the renovation and expansion of the grocery anchor tenant's space.  The
Partnership expects to maintain occupancy in the high 90% range in 1998.

Sleepy Hollow
-------------

Sleepy Hollow is a two-story  apartment  community  located in the small town of
Cleveland, approximately 30 miles north of Houston, Texas. Although the property
is located on a busy thoroughfare  approximately  three miles from an interstate
highway,  visibility  is poor as the property  frontage is limited to a driveway
which leads to the main  entrance.  The  driveway  is shared  with a  comparable
apartment community that completed exterior renovations, resulting in a decrease
in Sleepy Hollow's  occupancy in 1996.  Occupancy  improved in 1997 after Sleepy
Hollow completed its own exterior  upgrades.  A new luxury  apartment  community
opened in 1997 and another  community  is  scheduled  to open in early 1998.  In
addition,  low interest  rates and the  availability  of affordable  alternative
housing  such as mobile  homes and rental  houses have  softened  the local real
estate  market.  The  Partnership  expects to maintain  occupancy in the low 90%
range in 1998 by offering discounts and concessions to tenants.


<PAGE>
Towne Center
------------

Towne  Center is a retail  strip  shopping  center  located in a suburb 10 miles
south of Wichita,  Kansas.  The property is one of five strip  shopping  centers
located in Derby, and it is by far the largest.  In 1994, the center became 100%
occupied due to the leasing of a large space that  comprised 42% of the leasable
area and had been vacant for several  years.  The lease on this space expired in
1997 and was not renewed.  Although demand for retail space in Derby is limited,
space  available is also limited and smaller  spaces are not difficult to lease.
However, since there is a shortage of tenants requiring large spaces, management
is currently  investigating  the possibility of dividing the large vacated space
into three smaller spaces. The Partnership  anticipates  increasing occupancy to
the low 70% range by the end of 1998.  Management has concluded  that,  based on
the projected future cash flows of the property, no impairment of value exists.

Assets Held for Sale:

Island Plaza
------------

Island Plaza is a 60,076 square foot,  single-story retail strip shopping center
located near a major  intersection of a suburban  market in Ft. Myers,  Florida.
The  property is set back from its frontage  road behind three out parcels.  The
center was anchored by a grocery chain which  occupied  30,800 square feet.  Two
new  grocery-anchored  shopping  centers were developed within the area and have
brought strong  competition to Island Plaza.  The  competitors'  grocery anchors
occupy  approximately  65,000 square feet--more than twice the square footage of
Island Plaza's  anchor.  As a result,  the grocery anchor tenant at Island Plaza
filed for  reorganization  under the U.S.  bankruptcy laws. In order to keep the
anchor open and maintain  the  viability of Island  Plaza,  it was  necessary to
negotiate a modification  of the lease during 1995,  resulting in a reduction in
rent. In 1997, the anchor tenant vacated Island Plaza. Although the prior anchor
is  continuing  to pay rent at the  higher  pre-bankruptcy  rate,  the  property
currently  does not have an anchor  tenant  to draw  customers  to the  shopping
center. Additionally,  road construction completed during 1995 moved the flow of
traffic away from Island Plaza  toward the two new shopping  centers  previously
described.

In 1998,  the  Partnership  will market the vacant anchor space to attract a new
traffic-producing  anchor  tenant.  Management  will  continue to  maintain  the
current  tenants  and renew any  leases as they  come due.  Leases  for  tenants
occupying 21% of the shopping  center will expire in 1998,  and several of these
leases will be renewed at lower rates to  accommodate  the reduction in shoppers
at the  center.  The  Partnership  placed  Island  Plaza on the  market for sale
effective  April 1,  1996 and has  received  an offer  from a  non-affiliate  to
purchase  the center for $1.85  million.  Based on this offer,  the  Partnership
recorded a $220,000 write-down for impairment of value during the fourth quarter
of 1997 to record the shopping center at its fair value less costs to sell.


<PAGE>
Southpointe Plaza
-----------------

Southpointe  Plaza is a retail  strip  shopping  center  located in the southern
quadrant of Sacramento, California. The property is easily accessible and highly
visible from the highway.  The  declining  economic  conditions  in the adjacent
neighborhood have resulted in increased criminal activity. The center has strong
anchor tenants which, while doing well, seem to be destination stores and do not
generate a lot of foot traffic for the center.  Upscale  shoppers prefer to shop
at the new  shopping  centers  built to the south of the  property,  adjacent to
newer  housing.  Occupancy at the center  improved in 1997,  however  management
reduced  rents for tenants who were paying rents above market.  The  Partnership
anticipates increasing occupancy to the mid 90% range by the end of 1998 through
aggressive leasing by an unaffiliated real estate brokerage firm.

Springwood Plaza
----------------

Springwood Plaza is a multi-leveled strip shopping center located in a suburb of
St. Louis, Missouri. The center is anchored by a popular local grocery chain and
contains fifteen other retail spaces. The area surrounding the property has been
in a slow state of decline for the past few years. Occupancy, which had declined
in 1994,  increased in 1995 and 1996 due to capital improvements made to improve
the appearance of the center. Most of the comparable  properties in the area are
superior  to  Springwood  Plaza.   However,  with  continued  attention  to  the
appearance  of the property and rental rates lower than the newer centers in the
area,  management  expects to maintain  occupancy in the low to mid 90% range in
1998.

The following  schedule shows lease  expirations  for each of the  Partnership's
commercial properties for 1998 through 2007:
<TABLE>
<CAPTION>
                           Number of                                   Annual                % of Gross
                           Expirations             Square Feet          Rent                 Annual Rent
                           -----------             -----------     -------------             -----------
Real Estate Investments:
<C>                           <C>                        <C>       <C>                              <C>
Riverbay Plaza
1998                          3                          3,281     $      20,140                    4%
1999                          1                            755             7,550                    2%
2000                          4                          8,720            69,027                   14%
2001                          -                              -                 -                    -
2002                          1                          1,201            13,812                    3%
2003                          1                          1,200            11,400                    2%
2004                          2                         41,197           258,726                   54%
2005 - 2007                   -                              -                 -                    -

Towne Center
1998                          4                         11,087     $      65,269                   26%
1999                          5                          9,229            62,911                   25%
2000                          2                          2,992            17,764                    7%
2001                          1                          2,768            15,584                    6%
2002                          2                         25,660            91,736                   36%
2003 - 2007                   -                              -                 -                    -

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           Number of                                   Annual                % of Gross
                           Expirations             Square Feet          Rent                 Annual Rent
                           -----------             -----------     -------------             -----------
Assets Held for Sale:
<C>                           <C>                        <C>       <C>                             <C>
Island Plaza
1998                          7                          9,817     $      80,236                   21%
1999                          2                          3,415            28,672                    7%
2000                          3                          3,250            22,575                    6%
2001                          -                              -                 -                    -
2002                          1                          2,370            16,590                    4%
2003                          -                              -                 -                    -
2004                          1                         30,800           241,032                   62%
2005 - 2007                   -                              -                 -                    -

Southpointe Plaza
1998                          3                          6,512     $      88,494                   10%
1999                          3                          5,488            70,877                    8%
2000                          2                          3,872            46,522                    5%
2001                          3                          7,382            77,740                    9%
2002                          7                         24,408           294,171                   34%
2003                          2                         19,848           182,487                   21%
2004                          1                          1,304            15,648                    2%
2005 - 2006                   -                              -                 -                    -
2007                          1                          1,872            45,000                    5%

Springwood Plaza
1998                          2                          3,284     $      26,840                    7%
1999                          4                         54,335           273,537                   67%
2000                          4                          7,161            49,866                   12%
2001                          2                          4,475            32,960                    8%
2002                          1                          7,100            26,625                    6%
2003 - 2007                   -                              -                 -                    -
</TABLE>
No  residential  tenant  leases 10% or more of the available  rental space.  The
following  schedule reflects  information on commercial tenants occupying 10% or
more of the leasable square feet for each property:

<TABLE>
<CAPTION>
Nature of
Business                       Square Footage                                        Lease
   Use                              Leased                Annual Rent              Expiration
----------                     --------------             ------------             ----------

Real Estate Investments:

Riverbay Plaza
--------------
<S>                                 <C>                  <C>                          <C>
Grocery Store                       40,297               $   248,250                  2004
Drugstore 13,500                                             101,250                  2042

Towne Center
------------

Grocery Store                       22,660               $    61,616                  2002
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Nature of
Business                       Square Footage                                         Lease
   Use                              Leased                Annual Rent               Expiration
---------                      --------------             -----------               ----------
Assets Held for Sale:

Island Plaza
------------
<S>                                 <C>                  <C>                          <C>
Grocery Store                       30,800               $   241,032                  2004

Southpointe Plaza
-----------------

Sporting Goods                      10,000               $    50,000                  2002
Toy Store                           14,850                    95,098                  2003

Springwood Plaza
----------------

Grocery Store                       46,558               $   217,679                  1999

</TABLE>

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:

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

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged



<PAGE>
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants  must  move,  answer or  otherwise  respond to the second
consolidated and amended complaint by June 30, 1998.

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       3,258 as of January 31, 1998

(C)      Distributions  paid to limited  partners  totaled  $500,000 in 1997 and
         $750,016 in 1996. No distributions  were paid to the General Partner in
         1997 or 1996.  During  the last  week of March  1998,  the  Partnership
         distributed  approximately $1,500,000 to the limited partners of record
         as of March 1, 1998. 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                              1997           1996            1995           1994           1993
------------------                  -------------  -------------  --------------  -------------  -------------
<S>                                 <C>            <C>            <C>             <C>            <C>
Rental revenue...............       $   4,186,633  $   4,136,447  $    4,058,503  $   4,127,396  $   3,903,950
Write-down for impairment
   of real estate                        (220,000)      (700,000)     (1,500,085)             -              -
Net income (loss)............             430,179       (608,182)     (1,694,787)       (65,511)       (30,846)

Net income (loss) per limited
   partnership unit..........       $       10.65  $      (15.05) $       (41.95) $       (1.62) $        (.76)
                                     ============   ============   =============   ============   ============

Distributions per limited
   partnership unit..........       $       12.50   $      18.75  $            -  $           -  $           -
                                     ============    ===========   =============   ============   ============

                                                              As of December 31,
Balance Sheets                          1997           1996            1995           1994           1993
--------------                      -------------  -------------  --------------  -------------  -------------
Real estate investments, net...        11,397,918 $   12,971,315  $   22,816,356  $  25,251,693  $  25,836,338
Assets held for sale...........        10,935,647      8,408,672               -              -              -
Total assets...................        25,301,732     23,771,150      25,912,389     27,674,971     28,067,428
Mortgage note payable..........         5,293,017      5,421,763       5,538,527      5,660,558      5,874,740
Partners' equity...............        17,911,284     17,981,105      19,339,303     21,034,090     21,099,601

</TABLE>

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 acquiring and operating
revenue-producing  real  properties and holding the  properties for  investment.
Since  completion of its capital  formation and property  acquisition  phases in
1985,  when it completed the purchase of seven  properties,  the Partnership has
operated its properties for production of income.








<PAGE>
Island Plaza, a retail strip shopping center located in Ft. Myers,  Florida, has
experienced strong competition from two grocery-anchored shopping centers in the
area. The competitors' grocery anchors occupy more than twice the square footage
of Island Plaza's anchor. As a result, the grocery anchor tenant at Island Plaza
filed for  reorganization  under the U.S.  bankruptcy laws. In order to keep the
anchor open and maintain  the  viability of Island  Plaza,  it was  necessary to
negotiate a modification  of the lease during 1995,  resulting in a reduction in
rent.  Additionally,  road construction  completed during 1995 moved the flow of
traffic away from Island Plaza  toward the two new shopping  centers  previously
described.  These events caused a decline in anticipated  future cash flows that
were considered to be an impairment;  accordingly,  the  Partnership  recorded a
write-down for impairment of real estate of $1,500,085 during the fourth quarter
of 1995.

The General  Partner placed Island Plaza Shopping  Center on the market for sale
effective  April 1,  1996 and has  received  an offer  from a  non-affiliate  to
purchase  the center for $1.85  million.  Based on this offer,  the  Partnership
recorded a $220,000 write-down for impairment of value during the fourth quarter
of 1997 to record the shopping center at its fair value less costs to sell.

The General Partner  placed Southpointe  Plaza Shopping Center on the market for
sale  effective  October 1,  1996.  Based on an offer  from a  non-affiliate  to
purchase  the  center,  the  Partnership  recorded  a  $700,000  write-down  for
impairment  of value  during the fourth  quarter of 1996 to record the  shopping
center at its fair value less costs to sell.

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

1997 compared to 1996

Revenue:

Total  revenue  increased by $197,959 in 1997 as compared to 1996.  The increase
was mainly due to a greater gain on involuntary conversion,  property tax refund
and other revenue being recorded in 1997, as discussed below.

Rental  revenue in 1997  increased  by $50,186 as compared  to 1996.  The slight
increase  was  mainly due to  increased  rental  rates at all of the  properties
except for Southpointe  Plaza where expiring leases were renewed at lower market
rates in 1997.

A gain on involuntary  conversion of $149,585 was recognized in 1997 relating to
fire damage that occurred at Riverbay Plaza Shopping Center.  In 1996, a $45,134
gain on involuntary conversion relating to wind and hail damage suffered at Pine
Hills Apartments was recorded.

In 1997, the assessed  taxable value of Southpointe  Plaza was reduced by taxing
authorities,  resulting in a $39,700 refund of prior years' property taxes.  The
Partnership received $20,433 in refunds of prior years' property taxes for Towne
Center Shopping Center in 1996.

In 1997, the Partnership  received $30,000 in deposits  forfeited by prospective
buyers of  Southpointe  Plaza and Island  Plaza.  No such income was received in
1996.




<PAGE>
Expenses:

Total  expenses  decreased by $840,402 in 1997 as compared to 1996. The decrease
was mainly due to a $700,000  write-down for impairment of real estate  recorded
in 1996 as compared  to a  write-down  for  impairment  of $220,000 in 1997.  In
addition,  there was a decrease in  depreciation  and  amortization  expense and
general  and  administrative  expenses,  partially  offset  by  an  increase  in
utilities, as discussed below.

Depreciation and amortization  expense in 1997 decreased by $281,194 in relation
to 1996. The decrease was due to Island Plaza,  Southpointe Plaza and Springwood
Plaza  being  classified  as assets held for sale by the  Partnership  effective
April 1, 1996, October 1, 1996 and August 1, 1997,  respectively.  In accordance
with  the  Financial   Accounting   Standards  Board's  Statement  of  Financial
Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of Long-Lived
Assets and for  Long-Lived  Assets to be Disposed  Of," the  Partnership  ceased
recording  depreciation  on these  assets at the time  they  were  placed on the
market for sale.

In 1997,  utilities  increased by $31,190 as compared to 1996,  mainly due to an
increase in water and sewer rates at a majority of the properties.  In addition,
there was an increase in water usage at Riverbay Plaza due to the expansion of a
major tenant's space at the shopping center.

General and administrative  expenses decreased by $93,903 in 1997 as compared to
1996.  The decrease was mainly due to a decrease in costs  incurred  relating to
evaluation  and  dissemination  of information  regarding an unsolicited  tender
offer.  This decrease was  partially  offset by  approximately  $18,000 of costs
incurred for investor  services  which were paid to an unrelated  third party in
1997. In 1996,  such costs were paid to an affiliate of the General  Partner and
were included in general and  administrative  - affiliates on the  Statements of
Operations.

In 1997, the Partnership recorded a $220,000 write-down for impairment of Island
Plaza Shopping Center. In 1996, the Partnership  recorded a $700,000  write-down
for impairment of Southpointe Plaza Shopping Center.

1996 compared to 1995

Revenue:

Total revenue increased by $90,253 in 1996 as compared to 1995. The increase was
due to an  increase  in rental  revenue  and a gain on  involuntary  conversion,
partially  offset by decreases in interest  income and property tax refunds,  as
discussed below.

Rental revenue for 1996  increased  slightly by $77,944 in relation to 1995. The
increase was mainly due to an approximately  $136,000 increase in rental revenue
at Springwood  Plaza due to an increase in occupancy in 1996.  This increase was
partially offset by a decrease of approximately $60,000 at Southpointe Plaza due
to a decrease in occupancy in 1996.  See Item 2 - Properties for a more detailed
analysis of occupancy and rents per square foot.

Interest  income  decreased by $18,116 in 1996 as compared to 1995. The decrease
was due to a lower  amount of cash  available  for  short-term  investment  as a
result of cash distributions paid to the limited partners in 1996.



<PAGE>
A gain on involuntary  conversion of $45,134 was recognized in the first quarter
of 1996 relating to wind and hail damage suffered at Pine Hills  Apartments.  No
such gain was recognized in 1995.

In 1996, the  Partnership  received  $20,433 in refunds of prior years' property
taxes for Towne  Center  Shopping  Center.  In 1995,  the  Partnership  received
$35,142  in  refunds  of  prior  years'   property  taxes  for  Riverbay  Plaza,
Southpointe Plaza and Springwood Plaza shopping centers.

Expenses:

Total  expenses  decreased by $996,352 in 1996 as compared to 1995. The decrease
was mainly due to a greater  write-down  for  impairment  of real  estate  being
recorded  in 1995.  In  addition,  there  was a  decrease  in  depreciation  and
amortization and general and administrative - affiliates, partially offset by an
increase in other property operating expenses, as discussed below.

Depreciation and amortization expense for 1996 decreased by $176,093 in relation
to 1995.  The  decrease  was due to Island  Plaza and  Southpointe  Plaza  being
classified as assets held for sale by the  Partnership  effective  April 1, 1996
and October 1, 1996,  respectively.  In accordance with the Financial Accounting
Standards  Board's  Statement  of  Financial   Accounting   Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," the Partnership  ceased recording  depreciation on these assets
at the time they were placed on the market for sale.

Other property  operating  expenses increased by $110,678 in 1996 as compared to
1995.  The  increase  was  partially  due to an increase in bad debts due to the
bankruptcy  filing by a tenant at Southpointe  Plaza. In addition,  there was an
increase  in  amortization  of  leasing  commissions  in 1996.  Two  tenants  at
Southpointe  Plaza  and one  tenant at  Springwood  Plaza  vacated  prior to the
expiration  of their leases,  resulting in the balance of their prepaid  leasing
commissions being fully amortized in 1996.

General  and  administrative  -  affiliates  for 1996  decreased  by $101,615 in
relation to 1995. The decrease was mainly due to a decrease in overhead expenses
allocated to the  Partnership  by McREMI.  In addition,  there was a decrease in
asset  management fees as a result of a decrease in the  Partnership's  tangible
asset value, on which the fees are based.

In 1996,  the  Partnership  recorded a $700,000  write-down  for  impairment  of
Southpointe  Plaza  Shopping  Center.  In  1995,  the  Partnership   recorded  a
$1,500,085 write-down for impairment of Island Plaza Shopping Center.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which  generated  $1,504,410  of cash  through  operating  activities  in  1997,
$1,153,592 in 1996 and $1,215,207 in 1995. The increased cash generated  through
operating  activities  in 1997 as compared to 1996 and 1995 was mainly due to an
increase in cash received from tenants due to an increase in rental  revenue and
an increase in collections of prior year receivables.  In addition,  there was a
decrease in cash paid to affiliates in 1997.

In 1997, the Partnership  received $226,747 of net insurance proceeds for damage
caused by a fire at Riverbay Plaza  Shopping  Center.  In 1996, the  Partnership
received $75,000 of net insurance  proceeds for wind and hail damage suffered at
Pine Hills Apartments.
<PAGE>
The Partnership  spent $537,986,  $484,810 and $432,154 on capital  additions to
its real estate  investments  and assets  held for sale in 1997,  1996 and 1995,
respectively.  The increase in expenditures in 1997 in relation to 1996 and 1995
was primarily due to costs incurred at Riverbay Plaza to repair a portion of the
property  destroyed by fire. This increase was partially offset by a decrease in
tenant  improvements  completed at Springwood  Plaza Shopping Center in 1997. In
addition to the $537,986 spent in 1997,  $1,622,873 of tenant  improvements were
completed at Riverbay  Plaza,  for which the  Partnership has not yet reimbursed
the tenant.

The Partnership distributed $500,000 and $750,016 of cash from operations to the
limited partners in 1997 and 1996,  respectively.  No distributions were paid to
the limited partners in 1995.

In 1996, the Partnership repaid $642,581 of advances from affiliates.

Short-term liquidity:

At  December  31,  1997,  the  Partnership  held  cash and cash  equivalents  of
$2,180,029.  This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.

For the  Partnership  as a whole,  management  projects  positive cash flow from
operations in 1998.  The  Partnership  has budgeted  approximately  $619,000 for
necessary capital improvements for all properties in 1998, which are expected to
be funded from available cash reserves or from operations of the properties. The
present  cash  balance is believed to provide an adequate  reserve for  property
operations.

In 1997,  improvements  totaling  $1,622,873 were performed at Riverbay Plaza to
renovate  and  expand an anchor  tenant's  space.  These  costs were paid by the
tenant and have not yet been reimbursed by the Partnership.  The Partnership has
arranged to obtain a mortgage loan secured by Riverbay  Plaza to pay these costs
and expects to receive such funds in April 1998.

Additional efforts to maintain and improve  partnership  liquidity have included
continued attention to property management activities. The objective has been to
obtain maximum  occupancy  rates while holding  expenses to levels  necessary to
maximize  cash flows.  The  Partnership  has made  capital  expenditures  on its
properties where improvements were expected to increase the  competitiveness and
marketability of the properties.

Only one  property,  Southpointe  Plaza  Shopping  Center,  is  encumbered  with
mortgage debt. The  Partnership has placed  Southpointe  Plaza on the market for
sale and has received an offer from a  non-affiliate  to purchase the center for
$6.8 million.  Although the mortgage note matured in 1997, the  Partnership  has
continued to make regularly  scheduled monthly payments on the note and plans to
continue  doing so until the property can be sold. In accordance  with the terms
of the mortgage note agreement,  when the Partnership is in default of the terms
of the  agreement,  the lender can require the  Partnership  to make  additional
payments  in the amount of  Southpointe  Plaza's  cash  flows  from  operations.
Although to date, the lender has not required  payments of such amounts,  if the
lender  does  require  their  payment,  all  amounts  would  be  applied  to the
outstanding principal balance, per the mortgage note agreement.

During the last week of March 1998, the  Partnership  distributed  approximately
$1,500,000 to the limited partners of record as of March 1, 1998.


<PAGE>
Long-term liquidity:

While the outlook for  maintenance of adequate levels of liquidity is favorable,
should operations  deteriorate and present cash resources become insufficient to
fund current  needs,  the  Partnership  would  require  other sources of working
capital.  No  such  sources  have  been  identified.   The  Partnership  has  no
established  lines of credit from outside  sources.  Other  possible  actions to
resolve cash deficiencies include refinancings, deferral of capital expenditures
on Partnership properties except where improvements are expected to increase the
competitiveness  and marketability of the properties,  arranging  financing from
affiliates or the ultimate sale of the properties.
Sales and refinancings are possibilities only.

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

The Partnership has placed Island Plaza,  Southpointe Plaza and Springwood Plaza
on the market for sale  effective  April 1, 1996,  October 1, 1996 and August 1,
1997,  respectively.  The Partnership has received offers from non-affiliates to
purchase Island Plaza for $1.85 million and Southpointe Plaza for $6.8 million.



<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.......................................                       18

   Balance Sheets at December 31, 1997 and 1996...................................                       19

   Statements of Operations for each of the three years in the period
      ended December 31, 1997.....................................................                       20

   Statements of Partners' Equity (Deficit) for each of the three years
      in the period ended December 31, 1997.......................................                       21

   Statements of Cash Flows for each of the three years in the period
      ended December 31, 1997.....................................................                       22

   Notes to Financial Statements..................................................                       24

   Financial Statement Schedule -

      Schedule III - Real Estate Investments and Accumulated
         Depreciation and Amortization............................................                       32


</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 XXIV, L.P.:

We have audited the accompanying balance sheets of McNeil Real Estate Fund XXIV,
L.P. (a California  limited  partnership)  as of December 31, 1997 and 1996, and
the related statements of operations,  partners' equity (deficit) and cash flows
for each of the  three  years in the  period  ended  December  31,  1997.  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 XXIV,
L.P. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997, 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 20, 1998



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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   December 31,
                                                                       -----------------------------------
                                                                            1997                 1996
                                                                       ---------------      --------------

ASSETS
-------
<S>                                                                    <C>                  <C>
Real estate investments:
   Land.....................................................           $     1,624,347      $    2,409,114
   Buildings and improvements...............................                17,771,163          19,449,373
                                                                        --------------       -------------
                                                                            19,395,510          21,858,487
   Less:  Accumulated depreciation and amortization.........                (7,997,592)         (8,887,172)
                                                                        --------------       -------------
                                                                            11,397,918          12,971,315

Assets held for sale........................................                10,935,647           8,408,672

Cash and cash equivalents...................................                 2,180,029           1,615,604
Cash segregated for security deposits.......................                    84,737              82,466
Accounts receivable, net of allowance for doubtful
   accounts of $24,095 and $41,151 at December 31,
   1997 and 1996, respectively..............................                   588,578             550,752
Prepaid expenses and other assets, net......................                   114,823             142,341
                                                                        --------------       -------------
                                                                       $    25,301,732      $   23,771,150
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     5,293,017    $      5,421,763
Accounts payable and accrued expenses.......................                   181,540             202,045
Payable to tenant...........................................                 1,622,873                   -
Payable to affiliates.......................................                   192,735              74,343
Security deposits and deferred rental revenue...............                   100,283              91,894
                                                                        --------------       -------------
                                                                             7,390,448           5,790,045
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at
     December 31, 1997 and 1996.............................                17,935,844          18,009,967
   General Partner..........................................                   (24,560)            (28,862)
                                                                        --------------       -------------
                                                                            17,911,284          17,981,105
                                                                        --------------       -------------
                                                                       $    25,301,732     $    23,771,150
                                                                        ==============       =============
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                              For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1997               1996               1995
                                                   --------------     --------------    ---------------
<S>                                                <C>                <C>               <C>
Revenue:
   Rental revenue..........................        $    4,186,633     $    4,136,447    $     4,058,503
   Interest................................                99,777            105,722            123,838
   Gain on involuntary conversion..........               149,585             45,134                  -
   Property tax refund.....................                39,700             20,433             35,142
   Other revenue...........................                30,000                  -                  -
                                                    -------------      -------------     --------------
     Total revenue.........................             4,505,695          4,307,736          4,217,483
                                                    -------------      -------------     --------------

Expenses:
   Interest................................               387,432            427,365            433,768
   Depreciation and amortization...........               910,119          1,191,313          1,367,406
   Property taxes..........................               413,111            423,275            402,569
   Personnel costs.........................               297,655            273,780            284,238
   Repairs and maintenance.................               435,291            399,778            421,102
   Property management fees -
     affiliates............................               241,025            226,592            232,136
   Utilities...............................               244,238            213,048            201,597
   Other property operating expenses.......               296,725            316,234            205,556
   General and administrative..............               102,067            195,970            213,635
   General and administrative -
     affiliates............................               527,853            548,563            650,178
   Write-down for impairment
     of real estate........................               220,000            700,000          1,500,085
                                                    -------------      -------------     --------------
     Total expenses........................             4,075,516          4,915,918          5,912,270
                                                    -------------      -------------     --------------

Net income (loss)..........................        $      430,179     $     (608,182)   $    (1,694,787)
                                                    =============      =============     ==============

Net income (loss) allocable to
   limited partners........................        $      425,877     $     (602,100)   $    (1,677,839)
Net income (loss) allocable to
   General Partner.........................                 4,302             (6,082)           (16,948)
                                                    -------------      -------------     --------------
Net income (loss)..........................        $      430,179     $     (608,182)   $    (1,694,787)
                                                    =============      =============     ==============

Net income (loss) per limited
   partnership unit........................        $        10.65     $       (15.05)   $        (41.95)
                                                    =============      =============     ==============

Distributions per limited partnership
   unit....................................        $        12.50     $        18.75    $             -
                                                    =============      =============     ==============
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For the Years Ended December 31, 1997, 1996 and 1995


<TABLE>
<CAPTION>
                                                                                                    Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners                Equity
                                                 ---------------         --------------        --------------
<S>                                              <C>                     <C>                   <C>
Balance at December 31, 1994..............       $       (5,832)         $   21,039,922        $   21,034,090

Net loss..................................              (16,948)             (1,677,839)           (1,694,787)
                                                  -------------           -------------         -------------

Balance at December 31, 1995..............              (22,780)             19,362,083            19,339,303

Net loss..................................               (6,082)               (602,100)             (608,182)

Distributions to limited partners.........                    -                (750,016)             (750,016)
                                                  -------------           -------------         -------------

Balance at December 31, 1996..............              (28,862)             18,009,967            17,981,105

Net income................................                4,302                 425,877               430,179

Distributions to limited partners.........                    -                (500,000)             (500,000)
                                                  -------------           --------------        --------------

Balance at December 31, 1997..............       $      (24,560)         $   17,935,644        $   17,911,284
                                                  =============           =============         =============
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.

                            STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1997               1996               1995
                                                   ---------------    ---------------  ----------------
<S>                                                <C>                <C>               <C>
Cash flows from operating activities:
   Cash received from tenants..............        $    4,177,736     $    3,977,657    $     4,050,223
   Cash paid to suppliers..................            (1,363,390)        (1,370,950)        (1,323,776)
   Cash paid to affiliates.................              (650,486)          (760,339)          (861,503)
   Interest received.......................                99,777            105,722            123,838
   Interest paid...........................              (380,361)          (398,254)          (399,056)
   Property taxes paid.....................              (408,866)          (420,677)          (409,661)
   Property tax refund.....................                     -             20,433             35,142
   Other revenue...........................                30,000                  -                  -
                                                    -------------      -------------     --------------
Net cash provided by operating
   activities..............................             1,504,410          1,153,592          1,215,207
                                                    -------------      -------------     --------------

Cash flows from investing activities:
   Net proceeds received from
     insurance company.....................               226,747             75,000                  -
   Additions to real estate investments
     and assets held for sale..............              (537,986)          (484,810)          (432,154)
                                                    -------------      -------------     --------------
Net cash used in investing activities......              (311,239)          (409,810)          (432,154)
                                                    -------------      -------------     --------------

Cash flows from financing activities:
   Principal payments on mortgage
     note payable..........................              (128,746)          (116,764)          (122,031)
   Repayment of advances from
     affiliates............................                     -           (642,581)                 -
   Distributions to limited partners.......              (500,000)          (750,016)                 -
                                                    -------------      -------------     --------------
Net cash used in financing activities......              (628,746)        (1,509,361)          (122,031)
                                                    -------------      -------------     --------------

Net increase (decrease) in cash
   and cash equivalents....................               564,425           (765,579)           661,022

Cash and cash equivalents at
   beginning of year.......................             1,615,604          2,381,183          1,720,161
                                                    -------------      -------------     --------------

Cash and cash equivalents at end
   of year.................................        $    2,180,029     $    1,615,604    $     2,381,183
                                                    =============      =============     ==============

</TABLE>

See discussion of noncash  investing and financing  activities in Note 4 - "Real
Estate Investments" and Note 7 - "Gains on Involuntary Conversions."

                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.

                            STATEMENTS OF CASH FLOWS

           Reconciliation of Net Income (Loss) to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                              For the Years Ended December 31,
                                                   -----------------------------------------------------
                                                         1997               1996               1995
                                                   --------------    ----------------   ----------------
<S>                                                <C>               <C>                <C>
Net income (loss)..........................        $      430,179    $      (608,182)   $    (1,694,787)
                                                    -------------     --------------     --------------

Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation and amortization...........               910,119          1,191,313          1,367,406
   Allowance for doubtful accounts.........               (17,056)            41,151            (77,044)
   Amortization of deferred borrowing
     costs.................................                 7,770             31,079             31,079
   Amortization of deferred gain...........                     -                  -            (17,000)
   Gain on involuntary conversion..........              (149,585)           (45,134)                 -
   Write-down for impairment
     of real estate........................               220,000            700,000          1,500,085
   Changes in assets and liabilities:
     Cash segregated for security deposits.                (2,271)            12,314            (8,929)
     Accounts receivable...................               (20,770)          (158,323)            44,989
     Prepaid expenses and other
       assets, net.........................                19,748             13,070             (1,828)
     Accounts payable and accrued
       expenses............................               (20,505)           (27,583)            35,015
     Payable to affiliates.................               118,392             14,816             20,811
     Security deposits and deferred
       rental revenue......................                 8,389            (10,929)            15,410
                                                    -------------      -------------     --------------

         Total adjustments.................             1,074,231          1,761,774          2,909,994
                                                    -------------      -------------     --------------

Net cash provided by operating
   activities..............................        $    1,504,410     $    1,153,592    $     1,215,207
                                                    =============      =============     ==============
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1997

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

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

McNeil  Real Estate  Fund XXIV,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Equity Partners, Ltd., was organized on October 19, 1984, as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  commercial and residential  properties.  The general
partner of the Partnership is McNeil Partners,  L.P. ( the "General Partner"), a
Delaware  limited  partnership,  an affiliate  of Robert A. McNeil.  The 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 diversified real estate activities,  including the
ownership, operation and management of residential and commercial properties. At
December 31, 1997, the Partnership owned seven  revenue-producing  properties as
described in Note 4 - "Real Estate  Investments." Six of the Partnership's seven
properties  were acquired in transactions  involving  payment of all cash to the
sellers. A large portion of the Partnership's  rental revenue is attributable to
one property,  Southpointe  Plaza Shopping  Center.  Southpointe  Plaza Shopping
Center contributed  approximately 25% of the total Partnership rental revenue in
1997, 27% in 1996 and 30% in 1995.

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

The Partnership has placed Island Plaza,  Southpointe Plaza and Springwood Plaza
on the market for sale  effective  April 1, 1996,  October 1, 1996 and August 1,
1997,  respectively.  The Partnership has received offers from non-affiliates to
purchase Island Plaza for $1.85 million and Southpointe Plaza for $6.8 million.


<PAGE>
Basis of Presentation
---------------------

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

Real Estate 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 fair
value.

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.

Assets Held for Sale
--------------------

Assets held for sale are stated at the lower of  depreciated  cost or fair value
less costs to sell.  Depreciation  on these  assets  ceases at the time they are
placed on the market for sale.

Depreciation and Amortization
-----------------------------

Buildings and improvements are depreciated using the  straight-line  method over
the  estimated  useful lives of the assets,  ranging from 5 to 25 years.  Tenant
improvements  are  capitalized  and are amortized  over the terms of the related
tenant lease, using the straight-line method.

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.


<PAGE>
Deferred Borrowing Costs
------------------------

Loan fees and other related costs incurred to obtain long-term financing on real
property are capitalized  and are included in prepaid  expenses and other assets
on the Balance Sheets. Amortization is recorded using a method that approximates
the  effective  interest  method  over the  term of the  related  mortgage  note
payable.  Amortization  of  deferred  borrowing  costs is  included  in interest
expense on the Statements of Operations.

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

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

The Partnership leases its commercial properties under non-cancelable  operating
leases.  Certain leases provide concessions and/or periods of escalating or free
rent. Rental revenue is recognized on a straight-line basis over the life of the
related leases. The excess of the rental revenue recognized over the contractual
rental  payments  is  recorded  as accrued  rent  receivable  and is included in
accounts receivable on the Balance Sheets.

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
--------------------------------------

The Amended  Partnership  Agreement  generally  provides that net income and net
loss  (other  than  net  income  arising  from  sales or  refinancing)  shall be
allocated 1% to the General Partner and 99% to the limited partners.

For financial statement  purposes,  net income arising from sales or refinancing
shall be allocated 1% to the General Partner and 99% to the limited partners.

For tax reporting  purposes,  net income arising from sales or refinancing shall
be  allocated  as  follows:  (a)  first,  amounts  of such net  income  shall be
allocated among the General  Partner and limited  partners in proportion to, and
to the extent of, the  portion of such  partners'  share of the net  decrease in
Partnership Minimum Gain determined under Treasury  Regulations,  (b) second, to
the General Partner and limited partners in proportion to, and to the extent of,
the amount by which their  respective  capital account  balances are negative by
more than their respective  remaining shares of the  Partnership's  Minimum Gain
attributable  to properties  still owned by the Partnership and (c) third, 1% of
such net income shall be  allocated  to the General  Partner and 99% of such net
income shall be allocated to the limited partners.


<PAGE>
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 1997, 1996, and 1995 have been made
in accordance with these provisions.

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

At the discretion of the General  Partner,  distributable  cash (other than cash
from sales or  refinancing)  shall be distributed to the limited  partners until
the limited partners have received distributions of cash flow equal to a 10% per
annum cumulative return on their Adjusted Invested Capital, as defined, and then
100% to the  limited  partners  as a class.  At the  discretion  of the  General
Partner,  cash  from  sales or  refinancing  shall  be  distributed  to  limited
partners:  (first) in an amount which when added to prior distributions from all
sources to such limited  partners is equal to a cumulative  preferred  return of
10% per annum; and (second) to limited partners in an amount which when added to
prior  distributions of cash from sales and refinancing to such limited partners
is equal to such limited partners'  Original Invested Capital,  as defined;  and
(third) to the  limited  partners  on a per limited  partnership  unit  ("Unit")
basis.

In connection  with a Terminating  Disposition,  as defined,  cash from sales or
refinancing and any remaining reserves shall be allocated among, and distributed
to, the General Partner and limited partners in proportion to, and to the extent
of,  their  positive  capital  account  balances  after the net  income has been
allocated pursuant to the above.

The  Partnership  distributed  $500,000 and $750,016 to the limited  partners in
1997 and 1996, respectively. No distributions were made to the partners in 1995.

During  the last  week of  March  1998,  the  Partnership  plans  to  distribute
approximately $1,500,000 to the limited partners of record as of March 1, 1998.

Net Income (Loss) Per Limited Partnership Unit
----------------------------------------------

Net income  (loss) per limited  partnership  unit is  computed  by dividing  net
income (loss)  allocated to the limited  partners by the weighted average number
of Units  outstanding.  Per Unit  information  has been computed based on 40,000
Units outstanding in 1997, 1996 and 1995.

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

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its residential  properties and 6% of gross rental receipts for its
commercial  properties to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential  properties.  McREMI may also choose to provide leasing services
for the Partnership's  commercial properties,  in which case McREMI will receive
property  management  fees from such  commercial  properties  equal to 3% of the
property's  gross  rental  receipts  plus  leasing   commissions  based  on  the
prevailing market rate for such services where the property is located.

<PAGE>
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 or (ii) a value of $10,000 per apartment unit
for  residential  properties  and $50  per  gross  square  foot  for  commercial
properties 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,
                                                   ----------------------------------------------------
                                                        1997               1996               1995
                                                   --------------     --------------    ---------------
<S>                                                <C>                <C>               <C>
Property management fees...................        $      241,025     $      226,592    $       232,136
Charged to general and administrative -
   affiliates:
   Partnership administration..............               210,751            233,066            310,258
   Asset management fee....................               317,102            315,497            339,920
                                                    -------------      -------------     --------------
                                                   $      768,878     $      775,155    $       882,314
                                                    =============      =============     ==============
</TABLE>

In 1996, the Partnership  repaid $642,581 of non-interest  bearing advances from
affiliates.

Payable to  affiliates  at December  31, 1997 and 1996  consisted  primarily  of
unpaid property management fees, Partnership general and administrative expenses
and asset management fees and is due and payable from current operations.

NOTE 3 - TAXABLE INCOME (LOSS)
------------------------------

McNeil  Real  Estate  Fund XXIV,  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 $5,529,886 in 1997,
$6,081,071 in 1996 and $5,490,840 in 1995.



<PAGE>
NOTE 4 - REAL ESTATE INVESTMENTS
--------------------------------

The basis and accumulated  depreciation  and  amortization of the  Partnership's
real  estate  investments  at  December  31,  1997 and 1996 are set forth in the
following tables:

<TABLE>
<CAPTION>
                                                                       Accumulated
                                                   Buildings and       Depreciation          Net Book
       1997                         Land           Improvements      and Amortization          Value
       ----                    --------------      ------------      ----------------     ---------------
<S>                            <C>                 <C>                 <C>                 <C>
Pine Hills Apartments
   Livingston, TX              $      605,145      $    3,764,012      $   (1,949,488)     $    2,419,669
Riverbay Plaza
   Riverview, FL                      294,546           7,451,775          (2,705,777)          5,040,544
Sleepy Hollow Apartments
   Cleveland, TX                      363,051           4,370,296          (2,162,469)          2,570,878
Towne Center
   Derby, KS                          361,605           2,185,080          (1,179,858)          1,366,827
                                -------------       -------------       -------------       -------------

                               $    1,624,347      $   17,771,163      $   (7,997,592)     $   11,397,918
                                =============       =============       =============       =============

                                                                       Accumulated
                                                   Buildings and       Depreciation          Net Book
       1996                         Land           Improvements      and Amortization          Value
       ----                    --------------      ------------      ----------------     ---------------

Pine Hills Apartments          $      605,145      $    3,735,664      $   (1,756,654)     $    2,584,155
Riverbay Plaza                        294,546           5,670,698          (2,495,310)          3,469,934
Sleepy Hollow Apartments              363,051           4,297,494          (1,952,845)          2,707,700
Springwood Plaza (a)                  784,767           3,579,942          (1,605,337)          2,759,372
Towne Center                          361,605           2,165,575          (1,077,026)          1,450,154
                                -------------       -------------       -------------       -------------

                               $    2,409,114      $   19,449,373      $   (8,887,172)     $   12,971,315
                                =============       =============       =============       =============
</TABLE>

(a)    On August 1, 1997 the General Partner placed Springwood Plaza, located in
       Dellwood,  Missouri,  on  the  market  for  sale.  Springwood  Plaza  was
       classified  as such  at  December  31,  1997  with a net  book  value  of
       $2,691,777.


<PAGE>
Island Plaza, a retail strip shopping center located in Ft. Myers,  Florida, has
experienced strong competition from two grocery-anchored shopping centers in the
area. The competitors' grocery anchors occupy more than twice the square footage
of Island Plaza's anchor. As a result, the grocery anchor tenant at Island Plaza
filed for  reorganization  under the U.S.  bankruptcy laws. In order to keep the
anchor open and maintain  the  viability of Island  Plaza,  it was  necessary to
negotiate a modification  of the lease during 1995,  resulting in a reduction in
rent.  Additionally,  road construction  completed during 1995 moved the flow of
traffic away from Island Plaza  toward the two new shopping  centers  previously
described.  These events caused a decline in anticipated  future cash flows that
were considered to be an impairment;  accordingly,  the  Partnership  recorded a
write-down for impairment of real estate of $1,500,085 during the fourth quarter
of 1995.

The General  Partner placed Island Plaza on the market for sale effective  April
1, 1996 and has  received an offer from a  non-affiliate  to purchase the center
for $1.85  million.  Based on this offer,  the  Partnership  recorded a $220,000
write-down  for  impairment of value during the fourth quarter of 1997 to record
the shopping  center at its fair value less costs to sell.  The shopping  center
was classified as an asset held for sale by the Partnership at December 31, 1997
and 1996.  The net book value of Island  Plaza was  $1,810,259  and December 31,
1997 and $2,016,188 at December 31, 1996.

The General  Partner placed  Southpointe  Plaza on the market for sale effective
October 1, 1996.  Based on an offer from a non-affiliate to purchase the center,
the  Partnership  recorded a $700,000  write-down for impairment of value during
the fourth quarter of 1996 to record the shopping  center at its fair value less
costs  to  sell.  The  Partnership  has  received  an  additional  offer  from a
non-affiliate  to purchase the center for $6.8 million.  The shopping center was
classified as an asset held for sale by the Partnership at December 31, 1997 and
1996.  The net book value of  Southpointe  Plaza was  $6,433,611 at December 31,
1997 and $6,392,484 at December 31, 1996.

The results of operations for the assets held for sale at December 31, 1997 were
$626,063,  $317,577 and $169,474 for the years ended December 31, 1997, 1996 and
1995, respectively.  Results of operations are operating revenues less operating
expenses including depreciation and amortization and interest expense.

In 1997,  improvements  totaling  $1,622,873 were performed at Riverbay Plaza to
renovate  and  expand an anchor  tenant's  space.  These  costs were paid by the
tenant and have not yet been reimbursed by the Partnership.  The Partnership has
arranged to obtain a mortgage loan secured by Riverbay Plaza to pay these costs.

The Partnership leases its commercial properties under non-cancelable  operating
leases.  Future  minimum  rents to be received  as of  December  31, 1997 are as
follows:
                                                 Real Estate      Assets Held
                                                 Investments        For Sale
                                                 -----------     ------------

     1998....................................    $   871,921     $  1,538,864
     1999....................................        791,955        1,339,067
     2000....................................        714,426        1,056,416
     2001....................................        668,770          930,977
     2002....................................        621,136          717,576
     Thereafter..............................      5,350,982          930,714
                                                  ----------      -----------
       Total                                     $ 9,019,190     $  6,513,614
                                                  ==========      ===========
<PAGE>
Future minimum rents do not include  contingent rentals based on sales volume of
tenants.  Contingent rents amounted to $38,404, $32,518 and $8,426 for the years
ended December 31, 1997, 1996 and 1995, respectively.  Future minimum rents also
do not include  expense  reimbursements  for common area  maintenance,  property
taxes and other  expenses.  These expense  reimbursements  amounted to $526,529,
$548,716  and $444,862  for the years ended  December  31, 1997,  1996 and 1995,
respectively.  These contingent rents and expense reimbursements,  which include
amounts  related to the assets held for sale,  are included in rental revenue on
the Statements of Operations.

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

The following sets forth the mortgage note payable of the  Partnership,  related
to  Southpointe  Plaza  Shopping  Center,  at December  31,  1997 and 1996.  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 %(b)       Maturity                1997           1996
--------                 ---------------------         -----------------     ------------    -----------

<S>                      <C>                <C>            <C>       <C>       <C>             <C>
Southpointe Plaza        First            7.137          $41,931   9/97      $  5,293,017    $ 5,421,763
                                                                              ===========     ==========
</TABLE>

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

(b)    The interest rate varies  monthly based on the monthly  weighted  average
       cost of savings, borrowings and advances by the Federal Home Loan Bank of
       San Francisco,  with a minimum rate of 5% and a maximum  interest rate of
       13%. The rate listed  above  represents  the  interest  rate in effect at
       December 31, 1997.

The  Partnership  has  placed  Southpointe  Plaza on the market for sale and has
received an offer from a non-affiliate  to purchase the center for $6.8 million.
Although the mortgage  note matured in 1997,  the  Partnership  has continued to
make  regularly  scheduled  monthly  payments  on the note and plans to continue
doing so until the property  can be sold.  In  accordance  with the terms of the
mortgage note agreement,  when the Partnership is in default of the terms of the
agreement, the lender can require the Partnership to make additional payments in
the amount of Southpointe Plaza's cash flows from operations.  Although to date,
the lender has not required payments of such amounts, if the lender does require
their  payment,  all  amounts  would be  applied  to the  outstanding  principal
balance, per the mortgage note agreement.

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 $4,953,000 at December 31, 1997 and $5,081,000 at
December 31, 1996.






<PAGE>
NOTE 6 - 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:

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

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

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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants  must  move,  answer or  otherwise  respond to the second
consolidated and amended complaint by June 30, 1998.


<PAGE>
NOTE 7 - GAINS ON INVOLUNTARY CONVERSIONS
-----------------------------------------

In December 1995, wind and hail damage occurred at Pine Hills Apartments. During
1996,  reimbursements totaling $75,000 were received from the insurance carrier,
and repairs to the property were completed.  In 1996, the Partnership recognized
a  $45,134  gain on  involuntary  conversion,  which  represents  the  amount of
insurance  reimbursements  received  in  excess  of the  basis  of the  property
damaged.

In February  1997,  a fire  occurred  at Riverbay  Plaza  Shopping  Center.  One
tenant's space (less than 3% of the total leasable square footage of the center)
was completely destroyed. In addition,  there was damage to the roof and several
tenant  spaces  incurred  water and smoke  damage.  During 1997,  reimbursements
totaling  $226,747 were  received  from the  insurance  carrier and repairs were
completed.  The Partnership recognized a $149,585 gain on involuntary conversion
which  represents the amount of insurance  reimbursements  received in excess of
the basis of the property damaged.



<PAGE>

                       McNEIL REAL ESTATE FUND XXIV, L.P.

      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1997

<TABLE>
<CAPTION>
                                                                                                      Costs
                                                         Initial Cost             Cumulative       Capitalized
                               Related                         Buildings and     Write-down for     Subsequent
Description                 Encumbrances          Land         Improvements      Impairment (b)   To Acquisition
-----------               ---------------    --------------    --------------    --------------   --------------
APARTMENTS:
<S>                        <C>               <C>               <C>               <C>               <C>
Pine Hills
   Livingston, TX          $            -    $      605,145    $    3,917,607    $    (692,000)    $     538,405

Sleepy Hollow
   Cleveland, TX                        -           363,051         4,010,076                -           360,220

RETAIL CENTERS:

Riverbay Plaza
   Riverview, FL                        -           294,546         4,736,097                -         2,715,678

Towne Center
   Derby, KS                            -           361,605         2,359,900         (500,000)          325,180
                           --------------    --------------    --------------     ------------     -------------

                          $             -   $     1,624,347   $    15,023,680    $  (1,192,000)   $    3,939,483
                           ==============    ==============    ==============     ============     =============

Assets Held for Sale (c):

Island Plaza
   Fort Myers, FL        $             -

Southpointe Plaza
   Sacramento, CA              5,293,017

Springwood Plaza
   Dellwood, MO                        -

                         $     5,293,017
                          ==============
</TABLE>



(b)  The carrying  values of Pine Hills  Apartments  and Towne  Center  Shopping
     Center were reduced by $692,000 and $500,000,  respectively,  in 1991.  The
     carrying value of Island Plaza Shopping Center was reduced by $1,500,085 in
     1995. The carrying value of Southpointe  Plaza Shopping  Center was reduced
     by $700,000 in 1996. The carrying value of Island Plaza Shopping Center was
     further reduced by $220,000 in 1997.

(c)  Assets held for sale are stated at lower of cost or fair value less cost to
     sell. Historical cost, net of accumulated depreciation and amortization and
     write-downs,  becomes  the new cost basis when the asset is  classified  as
     "Held for Sale."  Depreciation  ceases at the time the assets are placed on
     the market for sale.

                     See accompanying notes to Schedule III.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.
                                  SCHEDULE III
      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1997

<TABLE>
<CAPTION>
                                            Gross Amount at
                                     Which Carried at Close of Period                  Accumulated
                                                 Buildings and                         Depreciation
Description                         Land         Improvements         Total (a)      and Amortization
-----------                         ----         -------------        ---------      ----------------
APARTMENTS:
<S>                           <C>                <C>              <C>                 <C>
Pine Hills
   Livingston, TX             $      605,145     $    3,764,012   $      4,369,157    $   (1,949,488)

Sleepy Hollow
   Cleveland, TX                     363,051          4,370,296          4,733,347        (2,162,469)

RETAIL CENTERS:

Riverbay Plaza
   Riverview, FL                     294,546          7,451,775          7,746,321        (2,705,777)

Towne Center
   Derby, KS                         361,605          2,185,080          2,546,685        (1,179,858)
                               -------------      -------------    ---------------     -------------

                              $    1,624,347     $   17,771,163   $     19,395,510    $   (7,997,592)
                               =============      =============    ===============     =============

Assets Held for Sale (c):

Island Plaza
   Fort Myers, FL                                                 $      1,810,259

Southpointe Plaza
   Sacramento, CA                                                        6,433,611

Springwood Plaza
   Dellwood, MO                                                          2,691,777
                                                                   ---------------

                                                                  $     10,935,647
                                                                   ===============
</TABLE>

(a)  For Federal income tax purposes,  the properties are depreciated over lives
     ranging from 7-39 years using ACRS or MACRS methods.  The aggregate cost of
     real estate investments for Federal income tax purposes was $38,707,198 and
     accumulated depreciation was $17,616,612 at December 31, 1997.

(c)  Assets held for sale are stated at lower of cost or fair value less cost to
     sell. Historical cost, net of accumulated depreciation and amortization and
     write-downs,  becomes  the new cost basis when the asset is  classified  as
     "Held for Sale."  Depreciation  ceases at the time the assets are placed on
     the market for sale.

                     See accompanying notes to Schedule III.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.
                                  SCHEDULE III
      REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
                                December 31, 1997

<TABLE>
<CAPTION>
                                 Date of                    Date                Depreciable
Description                   Construction                Acquired              Lives (Years)
-----------                   ------------                --------              -------------
APARTMENTS:
<S>                             <C>                         <C>                     <C>
Pine Hills
   Livingston, TX               1984                        10/85                   5-25

Sleepy Hollow
   Cleveland, TX                1983                        08/85                   5-25

RETAIL CENTERS:

Riverbay Plaza
   Riverview, FL                1983                        04/85                   5-25

Towne Center
   Derby, KS                    1976                        07/85                   5-25

Assets Held for Sale (c):

Island Plaza
   Fort Myers, FL               1985                        04/85

Southpointe Plaza
   Sacramento, CA               1982-84                     11/85

Springwood Plaza
   Dellwood, MO                 1974                        09/85

</TABLE>

(c)  Assets held for sale are stated at lower of cost or fair value less cost to
     sell. Historical cost, net of accumulated depreciation and amortization and
     write-downs,  becomes  the new cost basis when the asset is  classified  as
     "Held for Sale."  Depreciation  ceases at the time the assets are placed on
     the market for sale.


                     See accompanying notes to Schedule III.

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

                              Notes to Schedule III
      Real Estate Investments and Accumulated Depreciation and Amortization


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


<TABLE>
<CAPTION>
                                                          For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1997               1996               1995
                                                   --------------     --------------   ----------------
Real estate investments:

<S>                                                <C>                <C>              <C>
Balance at beginning of year...............        $   21,858,487     $   35,244,771   $     36,312,702

Improvements...............................             2,052,205            458,752            432,154

Reclassification to assets held for sale...            (4,368,709)       (13,794,699)                 -

Write-off of damaged basis.................              (146,473)           (50,337)                 -

Write-down for impairment
   of real estate..........................                     -                  -         (1,500,085)
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   19,395,510     $   21,858,487    $    35,244,771
                                                    =============      =============     ==============


Accumulated depreciation and amortization:

Balance at beginning of year...............        $    8,887,172     $   12,428,415    $    11,061,009

Depreciation...............................               910,119          1,191,313          1,367,406

Reclassification to assets held for sale...            (1,730,388)        (4,712,085)                 -

Write-off of damaged basis.................               (69,311)           (20,471)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $    7,997,592     $    8,887,172    $    12,428,415
                                                    =============      =============     ==============


Assets Held for Sale:

Balance of beginning of year...............        $    8,408,672     $            -    $             -

Reclassification to assets held for sale...             2,638,321          9,082,614                  -

Improvements...............................               108,654             26,058                  -

Write-down for impairment
   of real estate..........................              (220,000)          (700,000)                 -
                                                    --------------     -------------     --------------

Balance at end of year.....................        $   10,935,647     $    8,408,672    $             -
                                                    =============      =============     ==============
</TABLE>

<PAGE>

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

None.

                                    PART III

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

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

<TABLE>
<CAPTION>
                                        Other Principal Occupations and Other
Name and Position             Age       Directorships During the Past 5 Years
-----------------             ---       -------------------------------------
<S>                            <C>      <C>
Robert A. McNeil               77       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               54       Mrs.  McNeil     is   Co-Chairman,  with
Co-Chairman of the                      husband  Robert  A.  McNeil,  of  McNeil
Board                                   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 Escrow Training
                                        Centers,  California's  first accredited
                                        commercial  training  program  for title
                                        company escrow  officers and real estate
                                        agents   needing   college   credits  to
                                        qualify  for  brokerage  licenses.   She
                                        began  in real  estate  as  Manager  and
                                        Marketing  Director  of Title  Insurance
                                        and  Trust in  Marin  County,  CA.  Mrs.
                                        McNeil serves on the International Board
                                        of Directors of the Salk Institute.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                        Other Principal Occupations and Other
Name and Position              Age      Directorships During the Past 5 Years
-----------------              ---      -------------------------------------
<S>                            <C>      <C>
Ron K. Taylor                  40       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.
</TABLE>

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,  1997,  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, 1997. The  Partnership  has no plans to
pay any such remuneration to any directors or officers of the general partner of
the General Partner in the future.

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

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

(A)   Security ownership of certain beneficial owners.

      No individual or group,  as defined by Section  13(d)(3) of the Securities
      Exchange Act of 1934, was known by the  Partnership to own more than 5% of
      the  Units,  other than High River  Limited  Partnership  which owns 3,648
      Units at January 31, 1998 (approximately 9% of the outstanding Units). The
      business  address for High River Limited  Partnership is 100 South Bedford
      Road, Mount Kisco, New York 10549.

<PAGE>
(B)   Security ownership of management.

      Neither  the General  Partner nor any of the  officers or directors of its
      general partner own any limited partnership units.

(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  or  (ii) a  value  of  $10,000  per  apartment  unit  for  residential
properties and $50 per gross square foot for commercial  properties 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, 1997,
the Partnership paid or accrued $317,102 of such asset management fees.

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts of residential  properties and 6% for commercial  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, 1997,  the  Partnership  paid or accrued  $451,776 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>
                                     PART IV

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

See accompanying Index to Financial  Statements at Item 8 - Financial Statements
and Supplementary Data.

(A)     Exhibits
<TABLE>
<CAPTION>

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

        <S>                        <C>
        4.                         Amended  and   Restated  Limited  Partnership
                                   Agreement  of McNeil  Real  Estate Fund XXIV,
                                   L.P.  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).

        4.1                        Amendment  No. 1 to the Amended and  Restated
                                   Limited Partnership  Agreement of McNeil Real
                                   Estate  Fund  XXIV,   L.P.  dated  June  1995
                                   (incorporated  by reference to the  Quarterly
                                   Report of the  registrant  on Form 10-Q dated
                                   June 30, 1995, as filed on August 14, 1995).

        10.3                       Promissory Note dated March 23, 1987, between
                                   Southmark  Equity  Partners,  Ltd.  and Great
                                   Western Savings relating to Southpointe Plaza
                                   Shopping Center. (1)

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

        10.5                       Amendment  of Property  Management  Agreement
                                   dated  March 5, 1993,  by McNeil  Real Estate
                                   Fund  XXIV,   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").


              (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.

</TABLE>

<PAGE>

              (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.


(B)    Reports on Form 8-K:  There were no reports on Form 8-K filed  during the
       quarter ended December 31, 1997.


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

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

                                  By: McNeil Investors, Inc., General Partner



March 30, 1998                    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 30, 1998                    By:  /s/  Ron K. Taylor
--------------                         -----------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                         Investors, Inc.
                                       (Principal Financial Officer)



March 30, 1998                    By:  /s/  Carol A. Fahs
--------------                         -----------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)