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


                                    FORM 10-Q/A



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


      For the quarterly period ended         March 31, 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>
                                                                         March 31,          December 31,
                                                                           1999                  1998
                                                                       -------------        -------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>         
   Land .......................................................        $  4,534,618         $  4,534,618
   Buildings and improvements .................................          59,731,595           59,614,889
                                                                       ------------         ------------
                                                                         64,266,213           64,149,507
   Less:  Accumulated depreciation and amortization ...........         (40,634,973)         (39,854,829)
                                                                       ------------         ------------
                                                                         23,631,240           24,294,678

Cash and cash equivalents .....................................           2,304,383            2,135,190
Cash segregated for security deposits .........................             321,806              320,540
Accounts receivable ...........................................             188,438              198,842
Prepaid expenses and other assets .............................              98,788              103,546
Escrow deposits ...............................................           1,514,098            1,295,584
Deferred borrowing costs, net of accumulated amorti-
   zation of $516,722 and $491,761 at March 31,
   1999 and December 31, 1998, respectively ...................           1,334,695            1,359,656
                                                                       ------------         ------------
                                                                       $ 29,393,448         $ 29,708,036
                                                                       ============         ============

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

Mortgage notes payable ........................................        $ 37,344,725         $ 37,449,291
Accounts payable ..............................................               9,921                   --
Accrued expenses ..............................................             255,796              252,497
Accrued interest ..............................................             254,620              255,330
Accrued property taxes ........................................             824,873              684,333
Deferred gain - land condemnation .............................             297,754              297,754
Deferred gain - fire damage ...................................              50,880               50,880
Advance from Southmark ........................................              42,716               42,177
Advances from affiliates - General Partner ....................              35,348               34,746
Payable to affiliates - General Partner .......................           4,174,196            4,255,518
Security deposits and deferred rental revenue .................             335,586              325,586
                                                                       ------------         ------------
                                                                         43,626,415           43,648,112
                                                                       ------------         ------------
Partners' deficit:
   Limited partners - 240,000 limited partnership units
     authorized;  229,666 limited partnership units
     issued and outstanding at March 31, 1999 and
     December 31, 1998 ........................................          (4,211,855)          (3,834,776)
   General Partner ............................................         (10,021,112)         (10,105,300)
                                                                       ------------         ------------
                                                                        (14,232,967)         (13,940,076)
                                                                       ------------         ------------
                                                                       $ 29,393,448         $ 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
                                                                            March 31,
                                                                 -------------------------------
                                                                    1999                1998
                                                                 ------------        -----------
Revenue:
<S>                                                              <C>                 <C>        
   Rental revenue .......................................        $ 3,211,348         $ 4,169,057
   Interest .............................................             25,159              17,059
                                                                 -----------         -----------
     Total revenue ......................................          3,236,507           4,186,116
                                                                 -----------         -----------

Expenses:
   Interest .............................................            816,878           1,193,972
   Interest - affiliates ................................                602                 654
   Depreciation and amortization ........................            780,144             760,041
   Property taxes .......................................            238,753             300,780
   Personnel expenses ...................................            327,081             463,150
   Utilities ............................................            315,916             369,326
   Repair and maintenance ...............................            402,509             439,372
   Property management fees - affiliates ................            160,216             201,019
   Other property operating expenses ....................            134,450             205,230
   General and administrative ...........................             96,702             248,175
   General and administrative - affiliates ..............             66,614              65,194
                                                                 -----------         -----------
     Total expenses .....................................          3,339,865           4,246,913
                                                                 -----------         -----------

Net loss ................................................        $  (103,358)        $   (60,797)
                                                                 ===========         ===========

Net loss allocable to limited partners ..................        $  (377,079)        $   (57,757)
Net income (loss) allocable to General Partner ..........            273,721              (3,040)
                                                                 -----------         -----------
Net loss ................................................        $  (103,358)        $   (60,797)
                                                                 ===========         ===========

Net loss per limited partnership unit ...................        $     (1.64)        $      (.25)
                                                                 ===========         ===========
</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, 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 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)
                                                    ============         ============         ============


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

Net income (loss) ..........................             273,721             (377,079)            (103,358)

Management Incentive Distribution ..........            (189,533)                  --             (189,533)
                                                    ------------         ------------         ------------

Balance at March 31, 1999 ..................        $(10,021,112)        $ (4,211,855)        $(14,232,967)
                                                    ============         ============         ============
</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,
                                                             --------------------------------
                                                                 1999                1998
                                                             ------------        ------------
Cash flows from operating activities:
<S>                                                          <C>                 <C>        
   Cash received from tenants .......................        $ 3,238,574         $ 4,078,873
   Cash paid to suppliers ...........................         (1,350,639)         (1,872,349)
   Cash paid to affiliates ..........................           (184,957)           (201,987)
   Interest received ................................             25,159              17,059
   Interest paid ....................................           (792,088)         (1,157,458)
   Property taxes paid ..............................           (232,856)           (359,895)
                                                             -----------         -----------
Net cash provided by operating activities ...........            703,193             504,243
                                                             -----------         -----------

Cash used in investing activities:
   Additions to real estate investments and
     assets held for sale ...........................           (116,706)           (107,883)
                                                             -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable ........................................           (104,566)           (175,370)
   Management Incentive Distribution paid ...........           (312,728)                 --
                                                             -----------         -----------
Net cash used in financing activities ...............           (417,294)           (175,370)
                                                             -----------         -----------

Net increase in cash and cash equivalents ...........            169,193             220,990

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

Cash and cash equivalents at end of period ..........        $ 2,304,383         $ 1,644,648
                                                             ===========         ===========
</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,  
                                                                ----------------------------
                                                                   1999              1998
                                                                ----------        ----------
<S>                                                             <C>               <C>       
Net loss ...............................................        $(103,358)        $ (60,797)
                                                                ---------         ---------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization .......................          780,144           760,041
   Amortization of deferred borrowing costs ............           24,961            37,168
   Net interest added on advances from
     affiliates - General Partner ......................              602               654
   Net interest added on advances from
     Southmark .........................................              539               585
Changes in assets and liabilities:
     Cash segregated for security deposits .............           (1,266)           (7,589)
     Accounts receivable ...............................           10,404           (61,386)
     Prepaid expenses and other assets .................            4,758             8,536
     Escrow deposits ...................................         (218,514)         (286,520)
     Accounts payable ..................................            9,921               (60)
     Accrued expenses ..................................            3,299           (49,269)
     Accrued interest ..................................             (710)           (1,239)
     Accrued property taxes ............................          140,540           131,213
     Payable to affiliates - General Partner ...........           41,873            64,226
     Security deposits and deferred rental
       revenue .........................................           10,000           (31,320)
                                                                ---------         ---------

       Total adjustments ...............................          806,551           565,040
                                                                ---------         ---------

Net cash provided by operating activities ..............        $ 703,193         $ 504,243
                                                                =========         =========
</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, 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 three months ended March 31, 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:

                                                             Three Months Ended
                                                                  March 31,
                                                          ----------------------
                                                             1999         1998
                                                          ---------    ---------

Property management fees - affiliates................     $ 160,216    $ 201,019
Interest - affiliates................................           602          654
Charged to general and administrative affiliates:
   Partnership administration........................        66,614       65,194
                                                           --------     --------
                                                          $ 227,432    $ 266,867
                                                           ========     ========

Charged to General Partner's deficit:
   MID...............................................     $ 189,553    $ 225,558
                                                           ========     ========


<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.

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, 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.

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

Revenue:

Partnership rental revenues decreased $957,709 or 23% for the three months ended
March 31, 1999 as compared to the same period last year.  Excluding  the effects
of the sale of  Channingway  Apartments  in  April  1998,  Partnership  revenues
decreased  $22,514 for the three months ended March 31,  1999.  Interest  income
increased  $8,100 for the three  months  ended March 31, 1999 as compared to the
same  period last year due to an increase  in cash  balances  being  invested in
interest bearing accounts.

Expenses:

Partnership  expenses decreased $907,048 or 21% for the three months ended March
31, 1999 as compared to the same period last year.  Excluding the effects of the
sale of Channingway  Apartments,  Partnership  expenses decreased $164,514 or 4%
for the three months ended March 31, 1999.




<PAGE>
Repairs and maintenance (excluding Channingway Apartments) increased $71,194 for
the three  months ended March 31, 1999 as compared to the same period last year.
This  increase is  primarily  due to an increase in snow  removal at Brendon Way
Apartments and Plaza Westlake.

Other property operating expense (excluding  Channingway  Apartments)  decreased
$23,146 or 11% for the three months ended March 31, 1999 as compared to the same
period last year. This decrease is due to a reduction in the property  insurance
expense for all the properties.

General and  administrative  expenses  decreased  $151,473  for the three months
ended March 31, 1999 as compared to the same period last year.  The decrease was
mainly due to decreased costs incurred to explore  alternatives to maximize  the
value of the Partnership (see Liquidity and Capital Resources).

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

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

During the first three months of 1999, the Partnership provided $703,193 in cash
from  operations as compared to $504,243 in cash from  operations  in 1998.  The
$198,950  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  three  months of 1999 as  compared  to the same  period in
1998.

The Partnership  expended $116,706 and $107,883 for capital  improvements to its
properties for the three months ended March 31, 1999 and 1998, respectively.

Total  principal  payments on mortgage notes payable were $104,566 for the three
months ended March 31, 1999 as compared to $175,370 for the same period in 1998.
During the first quarter of 1999, the  Partnership  also paid $312,728 in MID to
the General Partner.

Short-term liquidity:

At March 31, 1999, the Partnership held cash and cash equivalents of $2,304,383.
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.

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.


<PAGE>
As previously announced, the Partnership has retained PaineWebber,  Incorporated
as its exclusive financial advisor to explore alternatives to maximize the value
of the  Partnership,  including,  without  limitation,  a  transaction  in which
limited partnership interests in the Partnership are converted into cash. During
the last full week of March,  the Partnership  entered into a 45 day exclusivity
agreement  with a  well-financed  bidder with whom it had commenced  discussions
with respect to a sale  transaction.  The  Partnership  and such party have made
significant  progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing  negotiations,  the exclusivity  agreement has been extended
for an  additional  21 days until June 4, 1999.  It is possible that the General
Partner  and its  affiliates  will  receive  non-cash  consideration  for  their
ownership  interests in connection  with any such  transaction.  There can be no
assurance  regarding  whether any such  agreement  will be reached nor 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, 1999 and 1998,  $273,271 and  $(3,040),  respectively,  was allocated to the
General Partner.  The limited  partners  received loss allocations of $(377,079)
and $(57,757) for the three months ended March 31, 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 March 31,  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.


<PAGE>
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.

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  will assess these risks and develop  plans to mitigate
possible failures by July 1999.



<PAGE>
                           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 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. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

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

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval was received on October 6, 1998. A hearing for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.

Because McNeil Real Estate Fund XXIII,  L.P., Hearth Hollow  Associates,  McNeil
Midwest  Properties I, L.P. and Regency North Associates,  L.P. would be part of
the  transaction  contemplated  in the settlement  and Plaintiffs  claim that an
effort should be made to sell the McNeil Partnerships,  Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII,  L.P.,  Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.

Plaintiff's  counsel  intends  to seek an  order  awarding  attorney's  fees and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  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.

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    limited     partnership     units
                                    outstanding in 1999 and 1998.

         27.                        Financial  Data  Schedule   for  the quarter
                                    ended March 31, 1999.

(b)      Reports on Form 8-K.  There were no reports on  Form 8-K  filed  during
         the quarter ended  March 31, 1999.


<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 18, 1999                    By: /s/  Ron K. Taylor
--------------                     ---------------------------------------------
Date                                Ron K. Taylor
                                    President and Director of McNeil
                                      Investors, Inc.
                                    (Principal Financial Officer)




May 18, 1999                    By: /s/  Brandon K. Flaming
--------------                     ---------------------------------------------
Date                                Brandon K. Flaming
                                    Vice President of McNeil Investors, Inc.
                                    (Principal Accounting Officer)