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     March 31, 1998
                                     -------------------------------------------

                                       OR

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

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


                        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>

                                                                          March 31,         December 31,
                                                                            1998                 1997
                                                                       ---------------      --------------

ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     4,534,618      $    4,534,618
   Buildings and improvements...............................                58,451,302          58,352,857
                                                                        --------------       -------------
                                                                            62,985,920          62,887,475
   Less:  Accumulated depreciation and amortization.........               (37,514,235)        (36,754,194)
                                                                        --------------       -------------
                                                                            25,471,685          26,133,281

Asset held for sale.........................................                 9,312,971           9,303,533

Cash and cash equivalents...................................                 1,644,648           1,423,658
Cash segregated for security deposits ......................                   463,945             456,356
Accounts receivable.........................................                   226,697             165,311
Prepaid expenses and other assets...........................                   130,932             139,468
Escrow deposits.............................................                 1,637,308           1,350,788
Deferred borrowing costs, net of accumulated amorti-
   zation of $805,059 and $767,891 at March 31, 1998
   and December 31, 1997, respectively......................                 1,507,534           1,544,702
                                                                        --------------       -------------
                                                                       $    40,395,720      $   40,517,097
                                                                        ==============       =============

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

Mortgage notes payable......................................           $    54,025,002      $   54,200,372
Accounts payable............................................                     9,936               9,996
Accrued expenses............................................                   228,689             277,958
Accrued interest............................................                   376,771             378,010
Accrued property taxes......................................                 1,063,758             932,545
Deferred gain - land condemnation...........................                   297,754             297,754
Advance from Southmark......................................                    40,424              39,839
Advances from affiliates - General Partner..................                    32,790              32,136
Payable to affiliates - General Partner.....................                 4,862,836           4,573,052
Security deposits and deferred rental revenue...............                   487,722             519,042
                                                                        --------------       -------------
                                                                            61,425,682          61,260,704
                                                                        --------------       -------------
Partners' deficit:
   Limited partners - 240,000 limited partnership units
     authorized;  229,666 and 229,690 limited partnership
     units issued and outstanding at March 31, 1998 and
     December 31, 1997, respectively........................               (10,637,692)        (10,579,935)
   General Partner..........................................               (10,392,270)        (10,163,672)
                                                                        --------------       -------------
                                                                           (21,029,962)        (20,743,607)
                                                                        --------------       -------------
                                                                       $    40,395,720      $   40,517,097
                                                                        ==============       =============
</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
                                                                                       March 31,
                                                                           --------------------------------
                                                                                1998               1997
                                                                           --------------     --------------

Revenue:
<S>                                                                        <C>                <C>           
   Rental revenue...................................                       $    4,169,057     $    3,807,257
   Interest.........................................                               17,059             22,990
                                                                            -------------      -------------
     Total revenue..................................                            4,186,116          3,830,247
                                                                            -------------      -------------

Expenses:
   Interest.........................................                            1,193,972          1,208,030
   Interest - affiliates............................                                  654                637
   Depreciation and amortization....................                              760,041            946,959
   Property taxes...................................                              300,780            303,171
   Personnel expenses...............................                              463,150            464,384
   Utilities........................................                              369,326            420,750
   Repair and maintenance...........................                              439,372            459,016
   Property management fees - affiliates............                              201,019            192,555
   Other property operating expenses................                              205,230            217,540
   General and administrative.......................                              248,175             50,687
   General and administrative - affiliates..........                               65,194             54,805
                                                                            -------------      -------------
     Total expenses.................................                            4,246,913          4,318,534
                                                                            -------------      -------------

Net loss............................................                       $      (60,797)    $     (488,287)
                                                                            ==============     =============

Net loss allocable to limited partners..............                       $      (57,757)    $     (463,873)
Net loss allocable to General Partner...............                               (3,040)           (24,414)
                                                                            --------------     -------------
Net loss............................................                       $      (60,797)    $     (488,287)
                                                                            ==============     =============

Net loss per limited partnership unit...............                       $        (0.25)    $        (2.02)
                                                                            ==============     =============
</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 Three Months Ended March 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                                                                 Total
                                                   General                 Limited               Partners'
                                                   Partner                 Partners              Deficit
                                                ---------------         ----------------      ----------------
<S>                                             <C>                     <C>                   <C>             
Balance at December 31, 1996..............      $    (9,232,451)        $    (9,148,979)      $   (18,381,430)

Net loss..................................              (24,414)               (463,873)             (488,287)

Management Incentive Distribution.........             (205,048)                      -              (205,048)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................      $    (9,461,913)         $   (9,612,852)      $   (19,074,765)
                                                 ==============           =============        ==============


Balance at December 31, 1997..............      $   (10,163,672)         $  (10,579,935)      $   (20,743,607)

Net loss..................................               (3,040)                (57,757)              (60,797)

Management Incentive Distribution.........             (225,558)                      -              (225,558)
                                                  -------------           -------------         -------------

Balance at March 31, 1998.................      $   (10,392,270)         $  (10,637,692)       $  (21,029,962)
                                                 ==============           =============        ==============
</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>
                                                                            Three Months Ended
                                                                                   March 31,
                                                                 ------------------------------------------
                                                                        1998                     1997
                                                                -------------------       -----------------
Cash flows from operating activities:
<S>                                                             <C>                       <C>             
   Cash received from tenants........................           $        4,078,873        $      3,859,819
   Cash paid to suppliers............................                   (1,872,349)             (1,680,714)
   Cash paid to affiliates...........................                     (201,987)               (580,332)
   Interest received.................................                       17,059                  22,990
   Interest paid.....................................                   (1,157,458)             (1,173,811)
   Property taxes paid...............................                     (359,895)               (377,609)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      504,243                  70,343
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                      (98,445)               (259,343)
   Additions to assets held for sale.................                       (9,438)                      -
                                                                 ------------------         --------------
Net cash used in investing activities................                     (107,883)               (259,343)
                                                                 -----------------          --------------

Cash used in financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (175,370)               (160,444)
                                                                 -----------------          --------------

Net increase (decrease) in cash and cash equivalents.                      220,990                (349,444)

Cash and cash equivalents at beginning of
   period............................................                    1,423,658               1,768,249
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        1,644,648         $     1,418,805
                                                                 =================          ==============
</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>
                                                                             Three Months Ended
                                                                                   March 31,
                                                                  -----------------------------------------
                                                                        1998                     1997
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>             
Net loss.............................................             $        (60,797)        $      (488,287)
                                                                   ---------------          --------------

Adjustments to reconcile net loss to net cash
  provided by operating activities:
   Depreciation and amortization.....................                      760,041                 946,959
   Amortization of deferred borrowing costs..........                       37,168                  34,787
   Net interest added on advances from
     affiliates - General Partner....................                          654                     637
   Net interest added on advances from
     Southmark.......................................                          585                     571
Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (7,589)                 (2,429)
     Accounts receivable.............................                      (61,386)                 (4,989)
     Prepaid expenses and other assets...............                        8,536                  15,711
     Escrow deposits.................................                     (286,520)               (356,890)
     Accounts payable................................                          (60)                 (6,219)
     Accrued expenses................................                      (49,269)                (33,252)
     Accrued interest................................                       (1,239)                 (1,139)
     Accrued property taxes..........................                      131,213                 234,087
     Payable to affiliates - General Partner.........                       64,226                (332,972)
     Security deposits and deferred rental ..........
       revenue.......................................                      (31,320)                 63,768
                                                                   ---------------          --------------

       Total adjustments.............................                      565,040                 558,630
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        504,243         $        70,343
                                                                   ===============          ==============
</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)

                                 March 31, 1998

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

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1997,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund 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.  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:

                                                           Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                             1998        1997
                                                          ----------   ---------
Charged to other assets:
Property management fees - affiliates................     $  201,019   $ 192,555
Interest - affiliates................................            654         637
Charged to general and administrative affiliates:
   Partnership administration........................         65,194      54,805
                                                           ---------    --------
                                                          $  266,867   $ 247,997
                                                           =========    ========

Charged to General Partner's deficit:
   Management Incentive Distribution.................     $  225,558   $ 205,048
                                                           =========    ========


<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. 
-------

On  April  7,  1998,  the  Partnership   sold  to  W9/PHC  Real  Estate  Limited
Partnership, an unaffiliated buyer, Channingway Apartments, a 770 unit apartment
complex,  located in Columbus,  Ohio, for a cash purchase price of  $19,150,000.
Net cash proceeds to the  Partnership,  after payoff of the first  mortgage note
and various closing costs, amounted to approximately $5,706,000.

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 March 31, 1998, 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  increased $355,869 or 9% for the three months ended March
31,  1998 as  compared  to the same  period  last year.  A decrease of $5,931 in
interest income was offset by a $361,800 increase in rental revenue.

Rental  revenues  increased at five of the  Partnership's  six  properties.  The
properties  reporting the largest  increases in rental revenue,  on a percentage
basis,  were  Castle  Bluff  Apartments  and Plaza  Westlake.  These  properties
achieved increased rental revenue ranging from 5% to 23% primarily by increasing
their  base  rental  rates.  One of the  Partnership's  properties,  Channingway
Apartments,  reported  a  decrease  in  rental  revenue.  The  remainder  of the
Partnership's  properties  reported  small  increases  in rental  revenue due to
increased rental rates that were partially offset by decreased  occupancy rates.
The  increase in rent is also due to an increase in  contingent  rents billed on
Plaza Westlake as compared to the prior year.
<PAGE>
Expenses:

Partnership  expenses  decreased  $71,621 or 2% for the three months ended March
31, 1998 as compared to the same  period  last year.  The  Partnership  incurred
decreases in depreciation and utilities. These expenses were partially offset by
increases  in general  and  administrative  and  general  and  administrative  -
affiliates.

Depreciation  expense decreased $186,918 or 20% for the three months ended March
31, 1998 as compared to the same period last year.  This  decrease is mainly due
to  Channingway,  which is currently  classified as an asset held for sale,  for
which no depreciation has been recognized since August 1, 1997.

Utility  expense  decreased  $51,424 or 12% for the three months ended March 31,
1998 as  compared  to the same  period  last  year.  Warmer  winter  weather  in
Indianapolis has resulted in lower gas bills at Brendon Way Apartments.

General and  administrative  expenses  increased  $197,488  for the three months
ended March 31, 1998 as compared to the same period last year.  The increase was
mainly due to costs  incurred to explore  alternatives  to maximize the value of
the  Partnership  (see  Liquidity  and  Capital  Resources).  The  increase  was
partially offset by decreases  attributable to investor  services.  During 1997,
charges for investor  services were provided by a third party vendor.  Beginning
with 1998, these services are provided by affiliates of the General Partner.

General and  administrative-affiliate  expenses increased $10,389 or 19% for the
three  months  ended March 31, 1998 as compared to the same period of 1997.  The
increase is due to the change in investor relation charges as discussed above.

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

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

During the first three months of 1998, the Partnership provided $504,243 in cash
from  operations  as compared to $70,343 in cash from  operations  in 1997.  The
$433,900  increase in cash can be  attributed  to the  reduction in cash paid to
affiliates  and increase in cash  received  from tenants in the first quarter of
1998 as compared to the same period in 1997.

The Partnership  expended $107,883 and $259,343 for capital  improvements to its
properties for the three months ended March 31, 1998 and 1997, respectively.

Cash used for financing activities was $175,370 for the three months ended March
31, 1998 as compared to $160,444  for the same period in 1997.  These funds were
used to make principal payments on the Partnership's mortgage notes.

Short-term liquidity:

At March 31, 1998, the Partnership held cash and cash equivalents of $1,644,648.
The General Partner considers this level of cash reserves to be adequate to meet
the  Partnership's  operating needs in 1998. The General  Partner  believes that
anticipated   operating  results  for  1998  will  be  sufficient  to  fund  the
Partnership's  budgeted  $1.2  million in capital  improvements  for 1998 and to
repay the current portion of the Partnership's mortgage notes.



<PAGE>
On  April  7,  1998,  the  Partnership   sold  to  W9/PHC  Real  Estate  Limited
Partnership, an unaffiliated buyer, Channingway Apartments, a 770 unit apartment
complex,  located in Columbus,  Ohio, for a cash purchase price of  $19,150,000.
Net cash proceeds to the  Partnership,  after payoff of the first  mortgage note
and various closing costs, amounted to approximately $5,706,000.

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.

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

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 three months ended March
31, 1998 and 1997,  $(3,040) and $(24,414),  respectively,  was allocated to the
General Partner. The limited partners received net loss allocations of $(57,757)
and $(463,873) for the three months ended March 31, 1998 and 1997, respectively.

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.



<PAGE>


                           PART II. OTHER INFORMATION

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
                                    229,666  and  229,690  limited   partnership
                                    units outstanding in 1998 and 1997.

         27.                        Financial   Data   Schedule  for the quarter
                                    ended March 31, 1998.

(b)      Reports on Form 8-K. There were no reports on Form 8-K filed during the
         quarter ended March 31, 1998.


<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



May 14, 1998                         By:  /s/  Ron K. Taylor
------------                            ----------------------------------------
Date                                      Ron K. Taylor
                                          President and Director of McNeil
                                           Investors, Inc.
                                          (Principal Financial Officer)




May 14, 1998                         By:  /s/  Brandon K. Flaming
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Date                                      Brandon K. Flaming
                                          Vice President of McNeil 
                                            Investors, Inc.
                                          (Principal Accounting Officer)