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 period ended               June 30, 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  0-10743
                            ---------


                        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>
                        MCNEIL REAL ESTATE FUND XII, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           June 30,          December 31,
                                                                            1997                 1996
                                                                       ---------------      --------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     6,079,334      $    6,079,334
   Buildings and improvements...............................                75,923,951          75,302,352
                                                                        --------------       -------------
                                                                            82,003,285          81,381,686
   Less:  Accumulated depreciation and amortization.........               (46,095,252)        (44,160,334)
                                                                        --------------       -------------
                                                                            35,908,033          37,221,352

Cash and cash equivalents...................................                 1,569,766           1,768,249
Cash segregated for security deposits ......................                   438,963             433,750
Accounts receivable.........................................                   210,380             242,360
Prepaid expenses and other assets...........................                   132,464             138,853
Escrow deposits.............................................                 1,276,974           1,167,732
Deferred borrowing costs, net of accumulated amorti-
   zation of $687,876 and $617,954 at June 30,
   1997 and December 31, 1996, respectively.................                 1,624,717           1,694,639
                                                                        --------------       -------------
                                                                       $    41,161,297      $   42,666,935
                                                                        ==============       =============

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

Mortgage notes payable, net.................................           $    54,536,769      $   54,859,073
Accounts payable............................................                     9,936              16,402
Accrued expenses............................................                    87,323             142,099
Accrued interest............................................                   380,698             383,990
Accrued property taxes......................................                   857,098             837,798
Deferred gain - land condemnation...........................                   297,754             297,754
Advance from Southmark......................................                    38,641              37,472
Advances from affiliates - General Partner..................                    30,799              29,494
Payable to affiliates - General Partner.....................                 4,037,717           3,941,378
Security deposits and deferred rental revenue...............                   554,356             502,905
                                                                        --------------       -------------
                                                                            60,831,091          61,048,365
                                                                        --------------       -------------
Partners' deficit:
   Limited partners - 240,000 limited partnership units
     authorized;  229,690 and 229,828 limited partnership
     units issued and outstanding at June 30, 1997 and
     December 31, 1996, respectively...............                         (9,964,643)         (9,148,979)
   General Partner..........................................                (9,705,151)         (9,232,451)
                                                                        --------------       -------------
                                                                           (19,669,794)        (18,381,430)
                                                                        --------------       -------------
                                                                       $    41,161,297      $   42,666,935
                                                                        ==============       =============
</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                      Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    3,836,204     $    4,173,980    $    7,643,461     $    8,282,015
   Interest......................             26,818             69,043            49,808            145,088
                                       -------------      -------------     -------------      -------------
     Total revenue...............          3,863,022          4,243,023         7,693,269          8,427,103
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................          1,207,287          1,324,708         2,415,317          2,592,773
   Interest - affiliates.........                668             28,708             1,305             52,321
   Depreciation and
     amortization................            987,959            906,466         1,934,918          1,790,758
   Property taxes................            303,171            324,219           606,342            562,732
   Personnel expenses............            396,809            422,370           861,193            924,814
   Utilities.....................            266,900            314,909           687,650            772,899
   Repair and maintenance........            573,231            542,068         1,032,247          1,069,041
   Property management
     fees - affiliates...........            190,977            208,417           383,532            412,635
   Other property operating
     expenses....................            199,456            267,159           416,996            521,271
   General and administrative....             50,073             28,018           100,760             97,954
   General and administrative -
     affiliates..................             56,798             96,870           111,603            194,235
                                       -------------      -------------     -------------      -------------
     Total expenses..............          4,233,329          4,463,912         8,551,863          8,991,433
                                       -------------      -------------     -------------      -------------

Net loss.........................     $     (370,307)    $     (220,889)   $     (858,594)    $     (564,330)
                                       =============      =============     =============      =============

Net loss allocable
   to limited partners...........     $     (351,792)    $     (209,845)   $     (815,664)    $     (536,113)
Net loss allocable
   to General Partner............            (18,515)           (11,044)          (42,930)           (28,217)
                                       -------------      -------------     -------------      -------------
Net loss.........................     $     (370,307)    $     (220,889)   $     (858,594)    $     (564,330)
                                       =============      =============     =============      =============

Net loss per limited
   partnership unit..............     $        (1.53)    $         (.91)   $        (3.55)    $        (2.33)
                                       =============      =============     =============      =============
</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 Six Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                                  Total
                                                   General                 Limited                Partners'
                                                   Partner                 Partners               Deficit
                                                ----------------        ----------------      ----------------
<S>                                             <C>                     <C>                   <C>             
Balance at December 31, 1995..............      $   (10,335,932)        $    (7,513,252)      $   (17,849,184)

Net loss..................................              (28,217)               (536,113)             (564,330)

Management Incentive Distribution.........             (382,972)                      -              (382,972)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................      $   (10,747,121)         $   (8,049,365)      $   (18,796,486)
                                                 ==============           =============        ==============


Balance at December 31, 1996..............      $    (9,232,451)         $   (9,148,979)      $   (18,381,430)

Net loss..................................              (42,930)               (815,664)             (858,594)

Management Incentive Distribution.........             (429,770)                      -              (429,770)
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................      $    (9,705,151)         $   (9,964,643)      $   (19,669,794)
                                                  =============           =============        ==============
</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)

                      Decrease in Cash and Cash Equivalents

<TABLE>
<CAPTION>

                                                                            Six Months Ended
                                                                                 June 30,
                                                                -------------------------------------------
                                                                       1997                       1996
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        7,710,513         $     8,213,037
   Cash paid to suppliers............................                   (3,037,651)             (2,862,634)
   Cash paid to affiliates...........................                     (828,566)             (2,193,482)
   Interest received.................................                       49,808                 145,088
   Interest paid.....................................                   (2,347,518)             (2,597,197)
   Property taxes paid...............................                     (801,166)               (789,614)
                                                                 -----------------          --------------
Net cash provided by (used in)
   operating activities..............................                      745,420                 (84,802)
                                                                 -----------------          --------------

Net cash flows from investing activities:
   Additions to real estate investments..............                     (621,599)             (1,132,533)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (322,304)                (27,069)
   Deferred borrowing costs paid.....................                            -                 (35,666)
   Repayment of advances from affiliates -
     General Partner.................................                            -              (1,419,339)
                                                                 -----------------          --------------
Net cash used in financing activities................                     (322,304)             (1,482,074)
                                                                 -----------------          --------------

Net decrease in cash and
    cash equivalents.................................                     (198,483)             (2,699,409)
Cash and cash equivalents at beginning of
   period............................................                    1,768,249               5,791,363
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        1,569,766         $     3,091,954
                                                                 =================          ==============
</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)

               Reconciliation of Net Loss to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                                                                   June 30,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>             
Net loss.............................................             $       (858,594)        $      (564,330)
                                                                   ---------------          --------------

Adjustments to reconcile net loss to net cash 
   provided by operating activities:
   Depreciation and amortization.....................                    1,934,918               1,790,758
   Amortization of deferred borrowing costs..........                       69,922                  77,463
   Net interest added on advances from
     affiliates - General Partner....................                        1,305                     290
   Net interest added on advances from
     Southmark.......................................                        1,169                   1,159
     Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (5,213)                  8,761
     Accounts receivable.............................                       31,980                 (62,870)
     Prepaid expenses and other assets...............                        6,389                  (8,798)
     Escrow deposits.................................                     (109,242)                240,479
     Accounts payable................................                       (6,466)                149,613
     Accrued expenses................................                      (54,776)                (39,577)
     Accrued interest................................                       (3,292)                (31,015)
     Accrued property taxes..........................                       19,300                 (86,505)
     Payable to affiliates - General Partner.........                     (333,431)             (1,586,612)
     Security deposits and deferred rental ..........
       revenue.......................................                       51,451                  26,382
                                                                   ---------------          --------------

       Total adjustments.............................                    1,604,014                 479,528
                                                                   ---------------          --------------

Net cash provided by (used in)
   operating activities..............................             $        745,420         $       (84,802)
                                                                   ===============          ==============
</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)

                                  June 30, 1997

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 six months ended June 30, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

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,  1996,  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 The Human Group,  2121 San Jacinto St.,
26th Floor Dallas, Texas 75201.

NOTE 3.
-------

Certain reclassifications have been made to prior period amounts to conform with
current period presentation.

NOTE 4.
-------

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.

<PAGE>

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%.

Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
Management  Incentive  Distribution  ("MID") to the General Partner. The maximum
MID is  calculated  as 1% of the tangible  asset value of the  Partnership.  The
maximum MID  percentage  decreases  subsequent to 1999.  Tangible asset value is
determined  by using the  greater  of (i) an amount  calculated  by  applying  a
capitalization  rate  of 9% to the  annualized  net  operating  income  of  each
property or (ii) a value of $10,000 per apartment unit for residential  property
and $50 per gross square foot for commercial  property to arrive at the property
tangible  asset value.  The property  tangible  asset value is then added to the
book value of all other assets excluding intangible items.

MID will be paid to the extent of the lesser of the  Partnership's  excess  cash
flow,  as  defined,  or net  operating  income,  as  defined  ("the  Entitlement
Amount"),  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:

                                                          Six Months Ended
                                                               June 30,
                                                         -----------------------
                                                           1997         1996
                                                         ----------   ----------
Charged to other assets:
Property management fees - affiliates................    $  383,532   $  412,635
Interest - affiliates................................         1,305       52,321
Charged to general and administrative affiliates:
   Partnership administration........................       111,603      194,235
                                                          ---------    ---------
                                                         $  496,440   $  659,191
                                                          =========    =========

Charged to General Partner's deficit:
   MID...............................................    $  429,770   $  382,972
                                                          =========    =========







<PAGE>
NOTE 5.
-------

On February  23,  1996,  the  Partnership  was  awarded  $499,000 as payment for
condemnation of 6.45 acres,  with a carrying value of $201,246,  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 is being held in
escrow by the  mortgagee  pending  completion  of  construction  adjacent to the
property. Upon receipt of the $499,000, the Partnership will recognize a gain of
$297,754.

NOTE 6.
-------

The Partnership has become aware of the existence of certain underground solvent
based  contamination at a portion of the Lodge at Aspen Grove. The source of the
contamination  is related to  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.

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 June 30, 1997, the  Partnership  owned
five apartment  properties  and one shopping  center.  All of the  Partnership's
properties are subject to mortgage notes.

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

Revenue:

Partnership  revenues  decreased by $733,834 or 9% for the period ended June 30,
1997,  as compared to the same period last year.  Rental  revenue  decreased  by
$638,554 or 8% and interest income decreased by $95,280.

Rental revenue for the six months ended June 30, 1997 was $7,643,461 as compared
to $8,282,015 for the same period last year.  This decline in rental revenue for
the  first  six  months  of 1997 as  compared  to the same  period  last year is
primarily due to the sale of Millwood Park in October 1996. The effect from this
transaction  was a decline  in rental  revenue of  $697,020.  This  decline  was
somewhat  offset by increases in rental  revenue at The Lodge at Aspen Grove and
Channingway.

<PAGE>
Expenses:

Partnership  expenses  decreased  by  $439,570 or 5% for the first six months of
1997 as  compared  to the same  period  last year  primarily  due to the sale of
Millwood  Park in 1996.  The  effects  from this  transaction  were  declines of
$167,502  for  interest,  $33,060 for  property  taxes,  $93,832  for  personnel
expenses, $106,348 for utilities,  $165,113 for repair and maintenance,  $34,185
for  property  management  fees -  affiliates,  and $64,230  for other  property
operating expenses.

In addition to the sale of Millwood  Park,  other factors  affected the level of
expenses  reported by the remaining  properties.  Interest  expense - affiliates
decreased  by  $51,016  for the six  months  ended  June  30,  1997,  due to the
repayment of $1,419,339 in advances in May 1996.

Depreciation  expense  increased  $144,160  or  8% in  1997  compared  to  1996.
Increased  depreciation expense is the result of depreciation on the $621,599 of
new capital improvements placed in service during 1997. The capital improvements
are generally depreciated over lives ranging from five to ten years.

Property  tax expense  increased by $76,670 or 14% for the six months ended June
30, 1997 as compared  to the same period last year.  The  increase is due to the
successful  appeal of real estate  taxes at  Palisades  at the  Galleria for the
years 1990 through 1993,  resulting in refunds of $88,775  realized in the first
quarter of 1996.

Repair and maintenance  expenses increased $128,319 or 14% in 1997. The increase
can be attributable  to the replacement of floor coverings and appliances  which
met the criteria for  capitalization  based on the magnitude of  replacements in
1996, but were expenses in 1997.

Other property  operating expenses decreased by $40,045 or 9% for the six months
ended June 30, 1997 as compared to the same period last year.  This  decrease is
due to declines in office supplies, bad debt and marketing and leasing.

General and administrative - affiliate expenses decreased $82,632 or 43% for the
six months  ended June 30, 1997 as  compared to the same period last year.  This
decrease is due to a decrease in the percentage of the Partnership's  portion of
reimbursable costs.

All other remaining expense  categories  remained  comparable to the same period
last year.

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

During the first six months of 1997, the Partnership  provided  $745,420 in cash
from  operations as compared to $84,802 in cash used in operations in 1996. This
increase in cash can be  attributed  to the reduction in cash paid to affiliates
in 1997 as compared to 1996.

The Partnership expended $621,599 and $1,132,533 for capital improvements to its
properties for the six months ended June 30, 1997 and 1996, respectively.

Cash used for  financing  activities  was $322,304 for the six months ended June
30, 1997 as compared to  $1,419,339  for the same period in 1996.  Cash used for
principal payments on mortgage notes payable was $322,304 in 1997 as compared to
$27,069 for the same period in 1996. The  Partnership  also incurred  $35,666 in
deferred  borrowing  costs and repaid  $1,419,339 in advances from affiliates in
1996.


<PAGE>
Short-term liquidity:

At June 30, 1997, the Partnership  held cash and cash equivalents of $1,569,766.
The General Partner considers this level of cash reserves to be adequate to meet
the  Partnership's  operating needs in 1997. The General  Partner  believes that
anticipated   operating  results  for  1997  will  be  sufficient  to  fund  the
Partnership's  budgeted  $1.87 million in capital  improvements  for 1997 and to
repay the current portion of the Partnership's mortgage notes.

Long-term liquidity:

The  Partnership's  working  capital needs have been  supported by advances from
affiliates during the past several years. Some of that support was provided on a
short-term  basis  to  meet  monthly  operating  requirements,   with  repayment
occurring as funds became  available;  other advances were longer term in nature
due to lack of funds  for  repayment.  Additionally,  the  General  Partner  has
allowed the  Partnership to defer payment of MID and  reimbursements  until such
time as the  Partnership  's cash  reserves  allow  payments.  During 1994,  the
Partnership  began to make  repayments  to the General  Partner for advances and
accrued MID. The  Partnership  will continue to make such payments as is allowed
by cash reserves and cash flows of the  Partnership.  However,  the  Partnership
will not be able to repay the General  Partner all payables  outstanding  in the
foreseeable  future.  The General Partner will continue to defer the unpaid sums
until the Partnership's cash reserves allow such payments.

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.

The Partnership  has determined to begin orderly  liquidation of all its assets.
Although  there can be no assurance as to the timing of the  liquidation  due to
real estate  market  conditions,  the general  difficulty  of  disposing of real
estate,  and  other  general  economic  factors,  it is  anticipated  that  such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution to Unit holders by December 2001. In this regard,  the
Partnership  has  placed  Channingway  Apartments  on the  market for sale as of
August 1, 1997.

Income allocation and distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  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, net loss for the six months ended
June 30, 1997 and 1996, $(42,930) and $(28,217), respectively, were allocated to
the General Partner.  The limited partners  received  allocations of net loss of
$(815,664)  and  $(536,113)  for the six months  ended  June 30,  1997 and 1996,
respectively.







<PAGE>
With the exception of the MID,  distributions  to partners  have been  suspended
since 1986 as part of the General Partner's policy of maintaining  adequate cash
reserves.  Distributions  to the limited  partners will remain suspended for the
foreseeable  future.  The  General  Partner  will  continue  to monitor the cash
reserves and working  capital needs of the  Partnership  to determine  when cash
flows will support  distributions  to the limited  partners.  A distribution  of
$429,770  for the MID has been accrued by the  Partnership  for the period ended
June 30, 1997 for the General Partner.

                           PART II. OTHER INFORMATION


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

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

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

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.



<PAGE>


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 loss
                                    per limited  partnership  unit: net loss per
                                    limited  partnership  unit  is  computed  by
                                    dividing  net loss  allocated to the limited
                                    partners    by   the   number   of   limited
                                    partnership  units  outstanding.   Per  unit
                                    information   has  been  computed  based  on
                                    229,690  and  229,828  limited   partnership
                                    units outstanding in 1997 and 1996.

         27.                        Financial   Data   Schedule  for the quarter
                                    ended June 30, 1997.

(b)      Reports on Form 8-K. There were no reports on Form 8-K filed during the
         quarter ended June 30, 1997.


<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



August 13, 1997                      By:  /s/  Ron K. Taylor
------------------------                ----------------------------------------
Date                                      Ron K. Taylor
                                          President and Director of McNeil
                                            Investors, Inc.
                                          (Principal Financial Officer)




August 13, 1997                      By:  /s/  Brandon K. Flaming
------------------------                ----------------------------------------
Date                                      Brandon K. Flaming
                                          Vice President of McNeil 
                                            Investors, Inc.
                                          (Principal Accounting Officer)