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


                                    FORM 10-Q



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


      For the quarterly period ended      September 30, 1999
                                     -------------------------------------------

                                       OR

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

     For the transition period from ______________to_____________
     Commission file number  0-10743
                            ---------


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



         California                                 94-2717957
--------------------------------------------------------------------------------
 (State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                      Identification No.)



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



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



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




<PAGE>
                          PART I. FINANCIAL INFORMATION

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

                        MCNEIL REAL ESTATE FUND XII, LTD.

                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     September 30,         December 31,
                                                                         1999                  1998
                                                                     -------------         ------------

ASSETS
------

Real estate investments:
<S>                                                                  <C>                  <C>
   Land .....................................................        $  4,534,618         $  4,534,618
   Buildings and improvements ...............................          60,630,782           59,614,889
                                                                     ------------         ------------
                                                                       65,165,400           64,149,507
   Less:  Accumulated depreciation and amortization .........         (42,195,261)         (39,854,829)
                                                                     ------------         ------------
                                                                       22,970,139           24,294,678

Cash and cash equivalents ...................................           2,470,906            2,135,190
Cash segregated for security deposits .......................             318,477              320,540
Accounts receivable .........................................             213,459              198,842
Prepaid expenses and other assets ...........................             102,332              103,546
Escrow deposits .............................................           1,180,901            1,295,584
Deferred borrowing costs, net of accumulated amorti-
   zation of $482,816 and $491,761 at September
   30, 1999 and December 31, 1998, respectively .............           1,125,995            1,359,656
                                                                     ------------         ------------
                                                                     $ 28,382,209         $ 29,708,036
                                                                     ============         ============

LIABILITIES AND PARTNERS' DEFICIT
---------------------------------

Mortgage notes payable ......................................        $ 37,221,321         $ 37,449,291
Accrued expenses ............................................             222,857              252,497
Accrued interest ............................................             245,808              255,330
Accrued property taxes ......................................           1,039,865              684,333
Litigation expenses payable .................................             200,000                   --
Deferred gain - land condemnation ...........................                  --              297,754
Deferred gain - fire damage .................................              50,880               50,880
Advance from Southmark ......................................              43,836               42,177
Advances from affiliates - General Partner ..................              36,597               34,746
Payable to affiliates - General Partner .....................           4,056,878            4,255,518
Security deposits and deferred rental revenue ...............             396,563              325,586
                                                                     ------------         ------------
                                                                       43,514,605           43,648,112
                                                                     ------------         ------------
Partners' deficit:
   Limited partners - 240,000 limited partnership units
     authorized;  229,666 limited partnership units
     issued and outstanding at September 30, 1999
     and December 31, 1998 ..................................          (5,163,194)          (3,834,776)
   General Partner ..........................................          (9,969,202)         (10,105,300)
                                                                     ------------         ------------
                                                                      (15,132,396)         (13,940,076)
                                                                     ------------         ------------
                                                                     $ 28,382,209         $ 29,708,036
                                                                     ============         ============
</TABLE>

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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XII, LTD.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended                         Nine Months Ended
                                                    September 30,                             September 30,
                                          ---------------------------------         ---------------------------------
                                              1999                  1998                 1999                1998
                                          ------------         ------------         ------------         ------------

Revenue:
<S>                                       <C>                  <C>                  <C>                  <C>
   Rental revenue ................        $  3,311,294         $  3,147,850         $  9,771,107         $ 10,493,265
   Interest ......................              38,174              106,627               93,569              199,814
   Gain on sale of real estate ...                  --                   --                   --            9,568,850
   Gain on land condemnation .....                  --                   --              297,754                   --
                                          ------------         ------------         ------------         ------------
     Total revenue ...............           3,349,468            3,254,477           10,162,430           20,261,929
                                          ------------         ------------         ------------         ------------

Expenses:
   Interest ......................             812,697              915,917            2,444,299            3,053,653
   Interest - affiliates .........                 640                  669                1,851                1,983
   Depreciation and
     amortization ................             780,144              791,549            2,340,432            2,313,110
   Property taxes ................             234,724              229,674              708,755              768,023
   Personnel expenses ............             315,735              336,864              981,160            1,163,605
   Utilities .....................             200,422              213,388              678,115              821,746
   Repair and maintenance ........             474,398              452,238            1,329,167            1,373,665
   Property management
     fees - affiliates ...........             159,744              155,257              484,058              512,659
   Other property operating
     expenses ....................             139,787              178,567              411,422              550,517
   Litigation settlement .........             200,000                   --              200,000                   --
   General and administrative ....             216,011               91,013              755,981              458,991
   General and administrative -
     affiliates ..................              69,593               66,752              204,733              210,159
                                          ------------         ------------         ------------         ------------
     Total expenses ..............           3,603,895            3,431,888           10,539,973           11,228,111
                                          ------------         ------------         ------------         ------------

Net income (loss) before
   extraordinary item ............        $   (254,427)        $   (177,411)        $   (377,543)        $  9,033,818
Extraordinary loss on
   extinguishment of debt ........            (215,967)                  --             (215,967)                  --
                                          ------------         ------------         ------------         ------------
Net income (loss) ................        $   (470,394)        $   (177,411)        $   (593,510)        $  9,033,818
                                          ============         ============         ============         ============

Net income (loss) allocable
   to limited partners ...........        $   (446,874)        $   (537,834)        $ (1,328,418)        $  8,582,128
Net income (loss) allocable
   to General Partner ............             (23,520)             360,423              734,908              451,690
                                          ------------         ------------         ------------         ------------
Net income (loss) ................        $   (470,394)        $   (177,411)        $   (593,510)        $  9,033,818
                                          ============         ============         ============         ============

Net income (loss) per limited
   partnership unit ..............        $      (1.95)        $      (2.34)        $      (5.78)        $      37.37
                                          ============         ============         ============         ============

Distributions per limited
   partnership unit ..............        $         --         $       4.36         $         --         $       4.36
                                          ============         ============         ============         ============
</TABLE>


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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XII, LTD.

                         STATEMENTS OF PARTNERS' DEFICIT
                                   (Unaudited)

              For the Nine Months Ended September 30, 1999 and 1998


<TABLE>
<CAPTION>

                                                                                               Total
                                                    General              Limited              Partners'
                                                    Partner              Partners             Deficit
                                                  ------------         ------------         ------------
<S>                                               <C>                  <C>                  <C>
Balance at December 31, 1997 .............        $(10,163,672)        $(10,579,935)        $(20,743,607)

Net income ...............................             451,690            8,582,128            9,033,818

Management Incentive Distribution ........            (622,488)                  --             (622,488)

Distribution to limited partners .........                  --           (1,001,344)          (1,001,344)
                                                  ------------         ------------         ------------

Balance at September 30, 1998 ............        $(10,334,470)        $ (2,999,151)        $(13,333,621)
                                                  ============         ============         ============


Balance at December 31, 1998 .............        $(10,105,300)        $ (3,834,776)        $(13,940,076)

Net income (loss) ........................             734,908           (1,328,418)            (593,510)

Management Incentive Distribution ........            (598,810)                  --             (598,810)
                                                  ------------         ------------         ------------

Balance at September 30, 1999 ............        $ (9,969,202)        $ (5,163,194)        $(15,132,396)
                                                  ============         ============         ============

</TABLE>





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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XII, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,
                                                            ---------------------------------
                                                                1999                 1998
                                                            ------------         ------------
Cash flows from operating activities:
<S>                                                         <C>                  <C>
   Cash received from tenants ......................        $  9,828,638         $ 10,387,896
   Cash paid to suppliers ..........................          (4,194,800)          (4,518,315)
   Cash paid to affiliates .........................            (623,513)            (638,920)
   Interest received ...............................              93,569              199,814
   Interest paid ...................................          (2,378,699)          (3,041,198)
   Property taxes paid .............................            (726,119)            (959,296)
                                                            ------------         ------------
Net cash provided by operating activities ..........           1,999,076            1,429,981
                                                            ------------         ------------

Cash flows from investing activities:
   Additions to real estate investments ............          (1,015,893)            (909,251)
   Proceeds from sale of real estate ...............                  --           18,881,821
   Proceeds from land condemnation .................             499,000                   --
                                                            ------------         ------------
Net cash provided by (used in) investing
   activities ......................................            (516,893)          17,972,570
                                                            ------------         ------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable .......................................            (313,056)            (416,574)
   Retirement of mortgage note payable .............          (4,329,914)         (12,523,061)
   Proceeds from mortgage note .....................           4,415,000                   --
   Deferred borrowing costs paid ...................             (55,769)                  --
   Management Incentive Distribution ...............            (862,728)            (400,000)
   Distributions to limited partners ...............                  --           (1,001,344)
                                                            ------------         ------------
Net cash used in financing activities ..............          (1,146,467)         (14,340,979)
                                                            ------------         ------------

Net increase in cash and cash equivalents ..........             335,716            5,061,572

Cash and cash equivalents at beginning of
   period ..........................................           2,135,190            1,423,658
                                                            ------------         ------------

Cash and cash equivalents at end of period .........        $  2,470,906         $  6,485,230
                                                            ============         ============

</TABLE>


See discussion of noncash financing activities in Note 8.

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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XII, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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


<TABLE>
<CAPTION>

                                                                     Nine Months Ended
                                                                        September 30,
                                                              -------------------------------
                                                                  1999               1998
                                                              -----------         -----------
<S>                                                           <C>                 <C>
Net income (loss) ....................................        $  (593,510)        $ 9,033,818
                                                              -----------         -----------

Adjustments to reconcile net income (loss) to net
   cash  provided by operating activities:
   Depreciation and amortization .....................          2,340,432           2,313,110
   Amortization of deferred borrowing costs ..........             73,463             103,299
   Net interest added on advances from
     affiliates - General Partner ....................              1,851               1,983
   Net interest added on advances from
     Southmark .......................................              1,659               1,776
   Gain on sale of real estate .......................                 --          (9,568,850)
   Gain on land condemnation .........................           (297,754)                 --
   Extraordinary loss on extinguishment of debt ......            215,967                  --
Changes in assets and liabilities:
     Cash segregated for security deposits ...........              2,063             138,807
     Accounts receivable .............................            (14,617)            (59,987)
     Prepaid expenses and other assets ...............              1,214              35,878
     Escrow deposits .................................           (384,317)              7,763
     Accounts payable ................................                 --              (9,996)
     Accrued expenses ................................            (29,640)           (140,543)
     Accrued interest ................................             (9,522)            (92,620)
     Accrued property taxes ..........................            355,532            (242,694)
     Litigation expenses payable .....................            200,000
     Payable to affiliates - General Partner .........             65,278              83,898
     Security deposits and deferred rental
       revenue .......................................             70,977            (175,661)
                                                              -----------         -----------

       Total adjustments .............................          2,592,586          (7,603,837)
                                                              -----------         -----------

Net cash provided by operating activities ............        $ 1,999,076         $ 1,429,981
                                                              ===========         ===========

</TABLE>









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

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

                          Notes to Financial Statements
                                   (Unaudited)

                               September 30, 1999

NOTE 1.
-------

McNeil Real Estate Fund XII, Ltd. (the  "Partnership") was organized February 2,
1981 as a limited  partnership  organized under the provisions of the California
Uniform  Limited  Partnership  Act. The general  partner of the  Partnership  is
McNeil Partners,  L.P. (the "General Partner"),  a Delaware limited partnership,
an affiliate of Robert A. McNeil.  The Partnership is governed by an amended and
restated limited  partnership  agreement,  dated September 6, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of operations for the nine months ended September 30, 1999
are not necessarily indicative of the results to be expected for the year ending
December 31, 1999.

NOTE 2.
-------

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

NOTE 3.
-------

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

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

Affiliates of the General Partner have advanced funds to the Partnership to meet
working capital requirements.  These advances accrue interest at a rate equal to
the prime lending rate plus 1%.



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

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

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

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

<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                      September 30,
                                                               ------------------------
                                                                  1999           1998
                                                               --------        --------
<S>                                                            <C>             <C>
Property management fees - affiliates .................        $484,058        $512,659
Interest - affiliates .................................           1,851           1,983
Charged to general and administrative affiliates:
   Partnership administration .........................         204,733         210,159
                                                               --------        --------
                                                               $690,642        $724,801
                                                               ========        ========

Charged to General Partner's deficit:
   MID ................................................        $598,810        $622,488
                                                               ========        ========
</TABLE>


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

The  Partnership  has become  aware of the  presence  of certain  solvent  based
contamination  in ground water under a portion of the Lodge at Aspen Grove.  The
source of the contamination is related to a documented  release of solvents from
underground  storage  tanks located at a Colorado  Department of  Transportation
("CDOT")  facility  nearby.  The Partnership has been informed that CDOT, as the
responsible party, has agreed to remediate the property to comply with state and
federal  standards.  CDOT has submitted a corrective action plan to the Colorado
Department of Public Health and  Environment and  implementation  of the plan is
ongoing.  The  Partnership  is unable to  estimate  impairment,  if any,  to the
property at this time.  However,  due to the  existence and  involvement  of the
responsible  party,  the  Partnership  does not  believe  that this  event has a
material impact on the accompanying financial statements.

NOTE 5.
-------

Teri King,  Madie Troy and Gary Vigil,  and John Does 1 through 100,  Plaintiffs
vs. McNeil Real Estate Fund XII, Ltd., Buccaneer Village Fund XII, Corp., McNeil
Real Estate Management, Inc., and Jane Does 1 through 100, Defendants - District
Court,  City and  County  of  Denver,  State  of  Colorado,  Case  No.  98CV9156
(environmental suit)

This action was served on Defendants on May 28, 1999.  The action was filed with
the Court on December 3, 1998. A similar action has been filed by Plaintiffs and
others   against  the  State  of  Colorado  and  the  Colorado   Department   of
Transportation  ("CDOT").  This action  stems from several  leaking  underground
storage tanks which were owned and operated by CDOT. In 1993, CDOT confirmed the
presence of  contaminants,  including  solvents and other hazardous  substances,
which  impacted  groundwater  within the  vicinity  of the  facility.  Continued
testing  and  investigation  by CDOT  found  the  contaminant  plume to  include
groundwater  located within the vicinity of The Lodge at Aspen Grove Apartments.
This  action is brought by current  and former  residents  of The Lodge at Aspen
Grove  Apartments  and  includes  a variety  of  allegations  arising  from what
Plaintiffs  contend  was  Defendants'   failure  to  adequately  disclose  their
knowledge of the plume of  contaminants  and  possible  health  consequences  to
residents  from  exposure.   On  November  11,  1999,  Defendants  negotiated  a
settlement with Plaintiffs. The costs of settling with claimants 1 - 100 and for
legal fees and  expenses  are  estimated  at $200,000  and are  reflected on the
accompanying Balance Sheet and Statement of Operations.

NOTE 6.
-------

On February  23,  1996,  the  Partnership  was  awarded  $499,000 as payment for
condemnation of 6.45 acres at Palisades at the Galleria by Cobb County, Georgia.
The county required the right-of-way to this property for highway  construction.
The condemnation of this parcel will not materially affect the operations of the
property. The $499,000 was held in escrow by the mortgagee pending completion of
construction  and was included  with escrow  deposits on the Balance Sheet as of
December 31, 1998. On June 23, 1999, the Partnership  received the $499,000 held
in escrow and recognized a $297,754 gain on land condemnation.





<PAGE>
NOTE 7.
-------

On April 7, 1998, the  Partnership  sold to an unaffiliated  buyer,  Channingway
Apartments,  a 770 unit apartment complex, located in Columbus, Ohio, for a cash
sales price of $19,150,000.  Cash proceeds from this transaction, as well as the
gain on sale are detailed below.

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

  Cash sales price.........................      $  19,150,000     $ 19,150,000

  Selling costs............................           (268,179)        (268,179)
  Basis of real estate sold................         (9,312,971)
                                                 -------------     ------------

  Gain on sale of real estate..............      $   9,568,850
                                                 ==============

  Proceeds from sale of real estate........                          18,881,821
  Retirement of mortgage note payable......                         (12,523,061)
                                                                   ------------

  Net cash proceeds........................                        $  6,358,760
                                                                   ============

NOTE 8.
-------

On July 30, 1999, the Partnership  refinanced  Castle Bluff's mortgage note. The
new mortgage note, in the amount of $4,415,000 bears interest at a variable rate
equal to  1.75%  plus the  London  Interbank  Offered  Rate per  annum.  The new
mortgage  note  requires  monthly  interest-only  payments and annual  principal
payments in an amount  necessary to reduce the principal  balance of the note by
5% annually.  The maturity date of the new mortgage note is August 1, 2002. Cash
proceeds from the refinancing transaction are as follows:

       New mortgage note proceeds..................        $   4,415,000
       Amount required to payoff existing debt.....            4,329,914
                                                           -------------

       Cash proceeds from refinancing..............        $      85,086
                                                           =============

The  Partnership  incurred  $55,769 of deferred  borrowing  costs related to the
refinancing of Castle Bluff's mortgage note.

In  connection  with the  refinance  of the  Castle  Bluff  mortgage  note,  the
Partnership wrote off $215,967 of deferred  borrowing costs related to the prior
mortgage  note.  The write off deferred  borrowing  costs resulted in a $215,967
extraordinary loss shown on the accompanying Statement of Operations.







<PAGE>
NOTE 9.
-------

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

Pursuant  to the terms of the Master  Agreement,  the  limited  partners  in the
Partnership  will  receive  cash on the  closing  date of the  transaction  (the
"Closing  Date")  in  exchange  for  their  limited  partnership  interests.  In
addition,  the  Partnership  will declare a special  distribution to its limited
partners  on the Closing  Date equal to its then  positive  net working  capital
balance, if any. The estimated  aggregate  consideration and net working capital
distribution  to be  received  per unit of limited  partnership  interest in the
Partnership were estimated as $77.

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

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

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

In some circumstances,  as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000,  if the
Master Agreement is terminated with respect to one or more of the  Partnerships.
In the case of termination of the Master Agreement in these circumstances,  each
of the  Partnerships  with  respect  to  which  the  Master  Agreement  has been
terminated  will be severally,  but not jointly,  liable for payment to Newco of
its  respective  break-up  fee.  The  break-up  fee ratably  calculated  for the
Partnership is $1,683,126.





<PAGE>
All previous costs associated with this transaction had been allocated among the
Partnerships  and McREMI based on the relative  number of  properties  contained
therein.  On June 24, 1999,  a fairness  opinion (the  "Fairness  Opinion")  was
rendered by Robert A. Stanger & Co., Inc., an independent  financial advisor, to
the  effect  that  the  aggregate  consideration  to be  paid  for  the  general
partnership   interests  and  limited  partnership   interests  in  all  of  the
Partnerships  and the assets of McREMI is fair from a financial point of view to
the holders of each class of limited  partnership.  Based on the relative values
as set forth in the Fairness Opinion,  the Partnership recorded an adjustment to
general  and  administrative  expenses  and accrued  expenses  during the second
quarter  of 1999 in the  amount of  $159,596  to  reflect  the  reallocation  of
previously paid transaction costs among the Partnerships and McREMI.

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

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

The Partnership is engaged in diversified real estate activities,  including the
ownership,  operation and management of residential  and commercial  real estate
and other real estate related  assets.  At September 30, 1999,  the  Partnership
owned  four  apartment   properties  and  one  shopping  center.   Four  of  the
Partnership's properties are subject to mortgage notes.

Rental revenues  increased at four of the  Partnership's  five  properties.  The
properties  reporting the largest  increases in rental revenue,  on a percentage
basis,  were The Lodge at Aspen Grove  Apartments  and  Brendon Way  Apartments.
These increases were partially offset by a decrease in contingent rent billed on
Plaza Westlake as compared to the prior year.

RECENT DEVELOPMENTS
-------------------

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






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

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

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

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

The aggregate  consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI,  based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil.  Based upon this allocation  analysis
and the fairness  opinions  rendered by Stanger & Co. and  Eastdil,  the Special
Committee,  the Board of Directors of McNeil  Investors,  Inc.,  the  respective
general  partners of Regency North  Associates,  Fairfax  Associates  and McNeil
Summerhill  have each  unanimously  approved  the  allocation  of the  aggregate
consideration.   The  estimated  aggregate  consideration  and  working  capital
distribution  to be  received  per unit of limited  partnership  interest of the
Partnership were estimated as $77.


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

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

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

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

Revenue:

Partnership  revenue  decreased  $10,099,499 for the nine months ended September
30, 1999 as compared to the same  period  last year.  In 1998,  the  Partnership
recognized  a gain on  sale  of  real  estate  of  $9,568,850  for  the  sale of
Channingway  Apartments.  No such gain was recognized in 1999.  Rental  revenues
decreased  $722,158  or 7% for the  nine  months  ended  September  30,  1999 as
compared  to the same  period  last year.  Excluding  the effects of the sale of
Channingway  Apartments in April 1998,  Partnership  rental  revenues  increased
$291,714 and $164,797 for the nine months and three months ended  September  30,
1999,  respectively,  as compared to the same periods last year. Interest income
decreased  $106,245 for the nine months ended  September 30, 1999 as compared to
the same period last year due to lower cash balances  being invested in interest
bearing accounts. The Partnership also recognized a gain on land condemnation of
$297,754 in the second  quarter of 1999.  No such gain was recorded in the first
nine months of 1998.

Expenses:

Partnership  expenses  decreased  $688,138  or 6%  for  the  nine  months  ended
September  30, 1999 as compared  to the same  period  last year.  Excluding  the
effects of the sale of Channingway  Apartments,  Partnership  expenses increased
$223,579 or 2% and increased $161,356 or 5% for the nine months and three months
ended  September  30, 1999,  respectively,  as compared to the same periods last
year.

Interest expense (excluding  Channingway  Apartments)  decreased $308,580 or 11%
for the nine months ended September 30, 1999 as compared to the same period last
year.  This decrease is primarily due to the payoff of the mortgage note payable
on Plaza  Westlake in October 1998 and the  refinance  of the  mortgage  note on
Castle Bluff in July 1999.

<PAGE>
Other property operating expenses (excluding  Channingway  Apartments) decreased
$55,967 or 10% for the nine months ended  September  30, 1999 as compared to the
same period last year.  This decrease is primarily due to a decrease in property
insurance and locator fees at all of the Partnership's properties.

The Partnership accrued $200,000 during the third quarter of 1999 for settlement
of  litigation  costs  as  discussed  in  Note 5 and  Part  II.  Item 1 -  Legal
Proceedings.

General and administrative expenses increased $296,990 and $124,998 for the nine
and three months ended September 30, 1999, respectively, as compared to the same
period last year.  The increase was mainly due to  increased  costs  incurred to
explore  alternatives  to  maximize  the value of the  Partnership  (see  Recent
Developments) and due to a $159,596  reallocation of previously paid transaction
costs among the  Partnerships and McREMI in the second quarter of 1999 (see Note
9).

In connection with the recent refinancing of the Castle Bluff mortgage note, the
Partnership  wrote  off  $215,967  of  unamortized   deferred   borrowing  costs
associated  with the prior Castle Bluff mortgage note. The write off resulted in
a $215,967 extraordinary loss.

All  other  remaining  expense  categories  (excluding  Channingway  Apartments)
remained comparable to the same period last year.

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

During the first nine months of 1999,  the  Partnership  provided  $1,999,076 in
cash from  operations as compared to $1,429,981 in cash from operations in 1998.
The  $569,095  increase  can be  attributed  to the  decreases  in cash  paid to
suppliers,  interest  and  property  taxes paid  offset by the  decrease in cash
received  from  tenants in the first nine months of 1999 as compared to the same
period in 1998.

The Partnership expended $1,015,893 and $909,251 for capital improvements to its
properties for the nine months ended September 30, 1999 and 1998,  respectively.
In June 1999,  the  Partnership  also  received  proceeds of $499,000 for a land
condemnation  in  1996  in  which  Cobb  County  needed  the  land  for  highway
construction.

Total  principal  payments on mortgage  notes payable were $313,056 for the nine
months ended  September  30, 1999 as compared to $416,574 for the same period in
1998.  During 1999,  the  Partnership  also paid  $862,728 in MID to the General
Partner.  The Partnership  refinanced a mortgage loan of $4,329,914 and recorded
mortgage loan proceeds of $4,415,000 during the third quarter of 1999.

Short-term liquidity:

At  September  30,  1999,  the  Partnership  held cash and cash  equivalents  of
$2,470,906.  The General Partner believes that anticipated operating results for
1999 will be  sufficient  to fund the  Partnership's  budgeted  $1.2  million in
capital  improvements  for  1999  and  to  repay  the  current  portion  of  the
Partnership's mortgage notes.





<PAGE>
Long-term liquidity:

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

Income (loss) allocation and distributions:

Terms of the Amended  Partnership  Agreement  specify that income  (loss) before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the  General  Partner,  respectively.  Therefore,  for  the  nine  months  ended
September 30, 1999 and 1998, $734,908 and $451,690,  respectively, was allocated
to  the  General  Partner.   The  limited  partners   received   allocations  of
$(1,328,418)  and  $8,582,128  for the nine months ended  September 30, 1999 and
1998, respectively.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for periods after  September 30, 1999. All of these  statements are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate  sales or  refinancings of its
properties, and respond to changing economic and competitive factors.

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

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

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

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






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

Cost
----

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

Risks
-----

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

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

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance. Management has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.




<PAGE>
                           PART II. OTHER INFORMATION

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

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

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

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

     Defendants filed a demurrer to the consolidated and amended complaint and a
     motion to strike on February 14, 1997,  seeking to dismiss the consolidated
     and  amended  complaint  in all  respects.  The Court  granted  Defendants'
     demurrer,  dismissing the consolidated and amended  complaint with leave to
     amend. On October 31, 1997, the Plaintiffs filed a second  consolidated and
     amended  complaint.  The case was stayed  pending  settlement  discussions.
     Because the settlement contemplated a transaction which included all of the
     Partnerships  and plaintiffs  claimed that an effort should be made to sell
     all of the  Partnerships,  in or around September 1998,  plaintiffs filed a
     third  consolidated and amended  complaint which included  allegations with
     respect to the  Partnerships  which had not been named in previously  filed
     complaints.


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

     On October 6, 1998, the court gave preliminary  approval to the settlement.
     It granted final  approval to the  settlement on July 8, 1999 and entered a
     Final Order and Judgment dismissing the consolidated action with prejudice.
     As a condition  of final  approval,  the court  requested,  and the parties
     agreed  to, a slight  modification  of the  release in the  Stipulation  of
     Settlement  with respect to future claims.  Plaintiffs'  counsel intends to
     seek an order awarding  attorneys' fees and reimbursing their out-of-pocket
     expenses in an amount which is as yet undetermined. Fees and expenses shall
     be  allocated  amongst the  Partnerships  on a pro rata  basis,  based upon
     tangible  asset  value of each such  partnership,  less total  liabilities,
     calculated in accordance  with the Amended  Partnership  Agreements for the
     quarter most recently ended. A Notice of Appeal was filed September 3, 1999
     by High River  Limited  Partnership,  Unicorn  Associates  Corporation  and
     Longacre Corporation.

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

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

3)   Teri  King,  Madie  Troy  and Gary  Vigil,  and John  Does 1  through  100,
     Plaintiffs  vs. McNeil Real Estate Fund XII, Ltd.,  Buccaneer  Village Fund
     XII, Corp.,  McNeil Real Estate  Management,  Inc., and Jane Does 1 through
     100,  Defendants  - District  Court,  City and  County of Denver,  State of
     Colorado, Case No. 98CV9156 (environmental suit)

     This action was served on Defendants on May 28, 1999.  The action was filed
     with the Court on  December  3,  1998.  A similar  action has been filed by
     Plaintiffs  and  others  against  the State of  Colorado  and the  Colorado
     Department  of  Transportation  ("CDOT").  This action  stems from  several
     leaking underground storage tanks which were owned and operated by CDOT. In
     1993, CDOT confirmed the presence of contaminants,  including  solvents and
     other hazardous substances,  which impacted groundwater within the vicinity
     of the  facility.  Continued  testing and  investigation  by CDOT found the
     contaminant plume to include groundwater located within the vicinity of The
     Lodge at Aspen  Grove  Apartments.  This  action is brought by current  and
     former  residents  of The Lodge at Aspen Grove  Apartments  and  includes a
     variety of allegations arising from what Plaintiffs contend was Defendants'
     failure to adequately disclose their knowledge of the plume of contaminants
     and possible health  consequences  to residents from exposure.  On November
     11, 1999, Defendants negotiated a settlement with Plaintiffs.  The costs of
     settling  with  claimants  1 - 100 and for  legal  fees  and  expenses  are
     estimated at $200,000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
------   --------------------------------
(a)      Exhibits.

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

         3.3                        Amended and Restated Partnership  Agreement,
                                    dated  September  6, 1991  (Incorporated  by
                                    reference  to the  Quarterly  Report on Form
                                    10-Q for the  quarter  ended  September  30,
                                    1991).

         11.                        Statement   regarding   computation  of  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  number  of  limited  partnership  units
                                    outstanding.  Per unit  information has been
                                    computed    based   on    229,666    limited
                                    partnership  units  outstanding  in 1999 and
                                    1998.

         27.                        Financial Data Schedule for the quarter
                                    ended September 30, 1999.

(b)      Reports on Form 8-K.  A Report on Form 8-K dated July 8, 1999 was filed
         on July 9, 1999  regarding  the letter received from High River Limited
         Partnership.
<PAGE>
                        McNEIL REAL ESTATE FUND XII, LTD.

                                   SIGNATURES

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


                             McNEIL REAL ESTATE FUND XII, Ltd.

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

                                  By: McNeil Investors, Inc., General Partner



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




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