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  0-7162
                            -------



                       McNeil PACIFIC INVESTORS FUND 1972
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                              94-6279375
--------------------------------------------------------------------------------
(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 PACIFIC INVESTORS FUND 1972
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           June 30,           December 31,
                                                                             1997                 1996
                                                                        ---------------    ----------------

ASSETS
-------
<S>                                                                     <C>                <C>            
Asset held for sale.........................................            $    6,317,970     $     6,253,753

Cash and cash equivalents...................................                   638,236             581,031
Cash segregated for security deposits.......................                    57,829              57,204
Accounts receivable.........................................                       631               4,147
Prepaid expenses and other assets...........................                    30,161              23,694
Escrow deposits.............................................                    90,233              33,232
Deferred borrowing costs, net of accumulated
   amortization of $51,934 and $47,607 at
   June 30, 1997 and December 31, 1996,
   respectively.............................................                         -               4,327
                                                                        --------------      --------------

                                                                       $     7,135,060     $     6,957,388
                                                                        ==============      ==============

LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Mortgage note payable.......................................           $     1,950,131     $     2,023,577
Accrued interest............................................                    14,220              14,755
Accrued property taxes......................................                    58,736                   -
Other accrued expenses......................................                     4,847              24,346
Payable to affiliates - General Partner.....................                    13,861              17,108
Security deposits and deferred rental revenue...............                    58,791              58,081
                                                                        --------------      --------------
                                                                             2,100,586           2,137,867
                                                                        --------------      --------------

Partners' equity:
   Limited  partners - 15,000 limited  partnership units
     authorized;  13,752.5 limited partnership units
     issued and outstanding.................................                 4,724,530           4,509,577
   General Partner..........................................                   309,944             309,944
                                                                        --------------      --------------
                                                                             5,034,474           4,819,521
                                                                        --------------      --------------

                                                                       $     7,135,060     $     6,957,388
                                                                        ==============      ==============
</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 PACIFIC INVESTORS FUND 1972

                            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................     $      452,128     $      425,396    $      898,707     $      816,345
   Interest......................              7,570              4,611            15,087             11,161
                                       -------------      -------------     -------------      -------------
     Total revenue...............            459,698            430,007           913,794            827,506
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             46,162             48,650            92,496            103,721
   Depreciation..................                  -             98,321                 -            193,997
   Property taxes................             28,974             28,974            58,736             57,948
   Personnel expenses............             57,735             63,798           145,518            136,584
   Utilities.....................             15,822             16,023            34,089             32,902
   Repair and maintenance........             99,930             73,441           192,459            160,546
   Property management
     fees - affiliates...........             26,671             24,614            53,358             48,481
   Other property operating
     expenses....................             22,490             38,029            63,132             68,227
   General and administrative....             15,336              5,942            25,425             16,377
   General and administrative -
     affiliates..................             20,869              2,344            33,628             19,330
                                       -------------      -------------     -------------      -------------
     Total expenses..............            333,989            400,136           698,841            838,113
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $      125,709     $       29,871    $      214,953     $      (10,607)
                                       =============      =============     =============      =============

Net income (loss) allocated
   to limited partners...........     $      125,709     $       29,871    $      214,953     $      (10,607)
Net income (loss) allocated
   to General Partner............                  -                  -                 -                  -
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $      125,709     $       29,871    $      214,953     $      (10,607)
                                       =============      =============     =============      =============

Net income (loss) per limited
   partnership unit..............     $         9.14     $         2.17    $        15.63     $        (0.77)
                                       =============      =============     =============      =============
</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 PACIFIC INVESTORS FUND 1972

                         STATEMENTS OF PARTNERS' EQUITY
                                   (Unaudited)

                 For the Six Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                                     Total
                                                     General                  Limited              Partners'
                                                     Partner                 Partners               Equity
                                                 --------------          --------------        ---------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1995..............       $      309,944          $    4,405,038        $    4,714,982

Net loss..................................                    -                 (10,607)              (10,607)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................       $      309,944          $    4,394,431        $    4,704,375
                                                  =============           =============         =============


Balance at December 31, 1996..............       $      309,944          $    4,509,577        $    4,819,521

Net income................................                    -                 214,953               214,953
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................       $      309,944          $    4,724,530        $    5,034,474
                                                  =============           =============         =============

</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 PACIFIC INVESTORS FUND 1972

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (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.......................                    $      901,228      $      817,642
   Cash paid to suppliers...........................                          (485,509)           (441,517)
   Cash paid to affiliates..........................                           (90,233)            (68,517)
   Interest received................................                            15,087              11,161
   Interest paid....................................                           (88,704)            (93,336)
   Property taxes paid and escrowed.................                           (57,001)            (49,469)
                                                                         -------------       -------------

Net cash provided by operating activities...........                           194,868             175,964
                                                                         -------------       -------------

Cash flows from investing activities:
   Additions to real estate investments.............                           (64,217)            (99,139)
                                                                         -------------       -------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable........................................                           (73,446)            (67,314)
                                                                         -------------       -------------

Net increase in cash and cash equivalents...........                            57,205               9,511

Cash and cash equivalents at beginning
   of period........................................                           581,031             523,389
                                                                         -------------       -------------

Cash and cash equivalents at end of period..........                    $      638,236      $      532,900
                                                                         =============       =============
</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 PACIFIC INVESTORS FUND 1972

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>

                                                                                 Six Months Ended
                                                                                     June 30,
                                                                        -----------------------------------
                                                                              1997                1996
                                                                        --------------      ---------------
<S>                                                                     <C>                 <C>            
Net income (loss)...................................                    $      214,953      $      (10,607)
                                                                         -------------       -------------

Adjustments to  reconcile  net income  (loss) to
   net cash  provided by operating activities:
   Depreciation.....................................                                 -             193,997
   Amortization of deferred borrowing costs.........                             4,327               5,193
   Changes in assets and liabilities:
     Cash segregated for security deposits..........                              (625)            (12,701)
     Accounts receivable............................                             3,516               3,380
     Prepaid expenses and other assets..............                            (6,467)                 10
     Escrow deposits................................                           (57,001)            (49,469)
     Accounts payable...............................                                 -             (16,095)
     Accrued interest...............................                              (535)              5,192
     Accrued property taxes.........................                            58,736              57,948
     Other accrued expenses.........................                           (19,499)            (12,130)
     Payable to affiliates - General Partner........                            (3,247)               (706)
     Security deposits and deferred rental
       revenue......................................                               710              11,952
                                                                         -------------       -------------
       Total adjustments............................                           (20,085)            186,571
                                                                         -------------       -------------

Net cash provided by operating activities...........                    $      194,868      $      175,964
                                                                         =============       =============
</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 PACIFIC INVESTORS FUND 1972

                          Notes To Financial Statements
                                   (Unaudited)

                                  June 30, 1997
NOTE 1.
-------

McNeil Pacific Investors Fund 1972 (the  "Partnership") is a limited partnership
organized  under the laws of the State of California to invest in real property.
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
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 Pacific  Investors  Fund 1972, c/o The Herman Group,  2121 San Jacinto
St., 26th Floor, Dallas, Texas 75201.

NOTE 3.
-------

The  Partnership  pays property  management fees equal to 6% of the gross rental
receipts of the Partnership's  property to McNeil Real Estate  Management,  Inc.
("McREMI"),  an  affiliate  of  the  General  Partner,  for  providing  property
management and leasing services for the Partnership's property.

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

The General Partner is entitled to receive a partnership management fee equal to
9.5% of  distributions  of cash from  operations  when  distributable  cash from
operations is distributed  to the limited  partners.  No partnership  management
fees were  incurred or paid during the six month periods ended June 30, 1997 and
1996.

The General  Partner is entitled to receive a sales  commission as  compensation
for selling Partnership property equal to the lesser of 4% of the sales price of
the  property  sold or the  customary  fee  charged by  independent  real estate
brokers in the area where the property is located.

The General  Partner is also entitled to a  distribution  of cash from sales and
refinancings  and  cash  from  working  capital  reserves  equal to 9.5% of such
distributions.  No such  distributions  were paid to the partners during 1997 or
1996.
<PAGE>
Compensation and  reimbursements  accrued for the benefit of the General Partner
and its affiliates are as follows:

                                                          Six Months Ended
                                                               June 30,
                                                        ----------------------
                                                           1997         1996
                                                        ---------    ---------

Property management fees - affiliates...............    $  53,358    $  48,481
Charged to general and administrative -
   affiliates:
   Partnership administration.......................       33,628       19,330
                                                         --------     --------

                                                        $  86,986    $  67,811
                                                         ========     ========

NOTE 4.
-------

On October 1, 1996, the General Partner placed the Partnership's  only remaining
property, Palm Bay Apartments,  on the market for sale.  Consequently,  Palm Bay
Apartments is classified as an Asset Held for Sale on the accompanying financial
statements.

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Accordingly, no depreciation charges have been incurred since October 1, 1996.


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

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

Net income of the Partnership  has increased in recent  periods.  Net income for
the six months ended June 30, 1997 increased $225,560 to $214,953 as compared to
a $10,604  loss for the six  months  ended  June 30,  1996.  For the year  ended
December 31, 1996,  net income  increased  $390,425 to $104,539 as compared to a
$285,886 loss reported for the year ended December 31, 1995. For the most recent
quarter,  net income increased $95,838 to $125,709 as compared to $29,871 of net
income for the second  quarter of 1996.  The capital  improvement  program begun
shortly after the  Partnership  repossessed  the Palm Bay Apartments has allowed
the Partnership (I) to improve the physical  condition of the Property,  (ii) to
improve the tenant  profile of the Property,  and (iii) to improve the occupancy
rate at the  Property.  Accomplishment  of these  three  steps has  allowed  the
Partnership  to begin  implementing  selected  rental rate increases at Palm Bay
Apartments. In May 1997, the Partnership increased base rental rates at Palm Bay
Apartments by an average of 4%.




<PAGE>
Since the sale of  Pacesetter  Apartments  on March 17,  1994,  the focus of the
Partnership's  efforts has been directed to the  renovation  program at Palm Bay
Apartments.   Since  repossession  Palm  Bay  Apartments,  the  Partnership  has
completed capital renovation projects totaling $1,876,570.  Occupancy rates have
improved from 63% shortly after the Partnership  repossessed Palm Bay Apartments
to 95% at June 30, 1997.

On October 1, 1996,  the General  Partner  decided to begin  marketing  Palm Bay
Apartments for sale. This decision was based on favorable market conditions, the
improved  performance of Palm Bay  Apartments,  and the June 1, 1997 maturity of
the Palm Bay mortgage  note. On May 22, 1997,  the  Partnership  entered into an
amended agreement to sell Palm Bay Apartments to an unaffiliated purchaser for a
cash purchase price of $6,750,000.

Consummation of the sale is subject to the  satisfaction of certain  conditions,
including the approval of the limited partners of the Partnership to the sale of
Palm Bay  Apartments.  Proxy  solicitation  materials were mailed to the limited
partners on July 14,  1997.  The General  Partner  scheduled  an August 12, 1997
meeting of the limited partners.  At that meeting, the limited partners approved
the sale of Palm Bay Apartments and the dissolution of the Partnership. The sale
is scheduled to close by September 2, 1997.

As the Partnership's last real estate asset, a sale of Palm Bay Apartments would
also begin the process of dissolving the  Partnership  and,  after  establishing
reserves for contingencies  and winding up expenses,  distributing all remaining
Partnership funds to the partners.

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

Revenues:

Rental revenues at Palm Bay Apartments  increased 6.3% and 10.1% for the quarter
and six months ended June 30, 1997 as compared to the same periods of 1996. Most
of the increase in rental  revenue was obtained by improving the occupancy  rate
of the  Orlando  property.  Vacancy  losses  decreased  36%,  and  other  rental
discounts and  concessions  decreased  40%. The  occupancy  rate at June 30,1997
improved to 95.1% from 94.2% at December 31, 1996.  The  occupancy  rate at June
30, 1996 was 95.1%.  The Partnership also increased base rental rates an average
of 4% for the property's  units.  Although small rental rate increases have been
implemented,  most of the increase in rental revenues is from improved occupancy
rates at the property.

Expenses:

Partnership  expenses  decreased $139,272 or 16.6% for the six months ended June
30, 1997 as compared to the six months ended June 30, 1996. In  accordance  with
accounting  standards,  the Partnership ceased  depreciating Palm Bay Apartments
after deciding to sell the property in October 1996.  Thus, no  depreciation  is
recorded for the second  quarter of 1997 as opposed to $193,997 of  depreciation
during the second quarter of 1996.

Excluding  depreciation,  expenses  increased $54,725 or 8.5% for the six months
ended  June  30,  1997.  Increases  in  repair  and  maintenance,   general  and
administrative,  and general and administrative expenses paid to affiliates were
partially offset by decreased interest expense.



<PAGE>
Repair and  maintenance  expenses  increased  $31,913 or 19.9% for the first six
months of 1997 as compared to the first six months of 1996.  Costs  incurred for
replacement of appliances  and floor  coverings were expensed in 1997 as opposed
to being  capitalized  in 1996.  The 1997  costs did not meet the  Partnership's
capitalization criteria and were, therefore, expensed.

General and  administrative  expenses  increased $9,048 or 55% for the first six
months of 1997 as compared to the first six months of 1996.  Beginning  in 1997,
the Partnership  began incurring  charges for investor  services,  which are now
provided  by a third  party  vendor  instead  of by  affiliates  of the  General
Partner.

General and  administrative  expenses paid to affiliates of the General  Partner
increased  $14,298  or 74% for the first six months of 1997 as  compared  to the
first  six  months  of  1996.  As  discussed  in the  preceding  paragraph,  the
Partnership's   costs  for  investor  relations  are  reported  in  general  and
administrative   instead  of  general  and  administrative  paid  to  affiliates
beginning in 1997. However, the Partnership incurred increased costs relating to
the proposed sale of Palm Bay Apartments and the anticipated  liquidation of the
Partnership.

Interest expense  decreased  $11,225 or 10.8% in the first six months of 1997 as
compared  to the first  six  months of 1996.  Interest  expense  on the Palm Bay
mortgage  note  continues  to  decrease  as the balance of the note is paid down
through  monthly debt service  payments.  Approximately  half of the decrease is
attributable to a one-time adjustment that increased interest expense in 1996.

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

Cash generated by Partnership operating activities increased to $194,868 for the
six months ended June 30, 1997, a 10.7% increase over the $175,964  generated by
operating  activities for the first six months of 1996.  The capital  renovation
projects  undertaken  at Palm Bay  Apartments  during the past three  years have
enabled the  Partnership  to improve the  condition of Palm Bay  Apartments,  to
improve the tenant  profile of Palm Bay  Apartments,  and finally to improve the
occupancy  rate of Palm Bay  Apartments.  These steps,  all  beginning  with the
capital renovation  program,  now all Palm Bay Apartments to compete effectively
with other apartment communities in the surrounding area.

For the balance of 1997, cash flow from operations is projected to be sufficient
to pay for  current  operating  expenses,  budgeted  capital  improvements,  and
repayment of the Palm Bay mortgage note through  monthly debt service  payments.
With the  renovation  of Palm Bay  Apartments  now  complete,  and net operating
income  restored to acceptable  levels,  the Partnership is now in a position to
dispose of its investment in Palm Bay Apartment profitably.

The  Partnership's  investing  activities  since  the  March  17,  1994  sale of
Pacesetter  Apartments  have been  limited to  renovating  Palm Bay  Apartments.
Capital  expended  for  capital  improvements  at Palm  Bay  Apartments  totaled
$212,261  and  $440,906  for  the  years  ended  December  31,  1996  and  1995,
respectively. An additional $64,217 was expended for capital improvements during
the first six months of 1997.

Financing  activities since the sale of Pacesetter  Apartments have been limited
to repayment of the Palm Bay mortgage note through  regularly  scheduled monthly
debt-service payments. Such payments totaled $137,627 and $126,137 for the years
ended  December  31,  1996 and 1995,  respectively.  An  additional  $73,446  of
principal payments occurred during he first six months of 1997.
<PAGE>
Liquidity:

The Palm Bay mortgage note was scheduled to mature on June 1, 1997.  The General
Partner discussed the impending  maturity of the mortgage note and the prospects
for the sale of Palm  Bay  Apartments  with the  holder  of the  mortgage  note.
Pursuant  to those  discussions,  the  holder of the  mortgage  note  executed a
forbearance  letter on May 16, 1997,  stating that the mortgage note holder will
forbear from  exercising its rights under the loan documents  until September 1,
1997 so long as the Partnership  continues  paying monthly debt service payments
as in the past. This agreement effectively extends the date the Partnership will
have to payoff the mortgage  note until  September 1, 1997.  If the sale of Palm
Bay Apartments is  consummated as scheduled on September 2, 1997,  approximately
$1,924,929  of sales  proceeds  will be required to payoff the Palm Bay mortgage
note.  The  holder  of the  mortgage  note  has  indicated  informally  that the
forbearance letter will be honored until September 2, 1997.

The  Partnership  does not have and will not have  adequate cash reserves to pay
off the Palm Bay mortgage note before  September 1, 1997 unless the  Partnership
can  successfully  sell  Palm  Bay  Apartments  before  that  date.  Should  the
Partnership  be required to pay off the Palm Bay mortgage note prior to the sale
of Palm Bay  Apartments,  the General  Partner will  attempt to arrange  interim
financing  from an affiliate of the General  Partner or from a third party.  The
General  Partner does not anticipate  unusual  difficulties  securing  temporary
financing  given  the  high  level of  equity  the  Partnership  has in Palm Bay
Apartments and the Partnership's decision to sell Palm Bay Apartments.  However,
such temporary financing, if needed, is not assured.

At June 30, 1997, the Partnership held $638,236 of cash and cash equivalents, up
$57,205 from the balance at the end of 1996.  Except for the impending  maturity
of the Palm Bay mortgage note, the General Partner  considers the  Partnership's
cash reserves adequate for anticipated Partnership operations for the balance of
1997, or until Palm Bay  Apartments is sold.  Furthermore,  the General  Partner
believes that  operations at Palm Bay Apartments  will generate  sufficient cash
flow to pay the  operating  expenses of Palm Bay  Apartments,  pay the  required
monthly debt service  payments on the Palm Bay mortgage  note, and provide funds
to make necessary capital improvement to Palm Bay Apartments.

Although there can be no assurance as to the timing of any sale or  liquidation,
it is anticipated  that such  liquidation  would result in  distributions to the
partners of the net cash proceeds from the sale of Palm Bay Apartments,  subject
to cash reserve  requirements  (including  an  estimated  reserve of $200,000 to
provide for legal fees and  potential  costs,  expenses  and losses from ongoing
litigation), to be followed by a dissolution of the Partnership.

Distributions:

Distributions  to partners have been suspended as part of the General  Partner's
policy of maintaining adequate cash reserves.  Distributions to limited partners
will remain  suspended  until Palm Bay Apartments is sold and all liabilities of
the  Partnership  are  either  paid or  provided  for.  If the  sale of Palm Bay
Apartments closes as expected on September 2, 1997, the Partnership  anticipates
distributing available sales proceeds to the partners by the end of 1997.







<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 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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------  ---------------------------------------------------

On August 12, 1997, at a special meeting of limited partners,  the Partnership's
limited  partners  approved a proposal  to amend the  Restated  Certificate  and
Agreement of Limited  Partnership to authorize the General  Partner to sell Palm
Bay Apartments.  This proposal was approved by 9,038.92 affirmative  votes.   15
votes against the proposal were cast.




<PAGE>
At the August  12,  1997  special  meeting,  limited  partners  also  approved a
proposal to authorize  the General  Partner to liquidate the  Partnership.  This
second proposal was approved by 9,038.92 affirmative votes. 15 votes against the
proposal were cast.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-------  --------------------------------

(a)      Exhibits.

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

         3.                         Restated   Certificate  and   Agreement   of
                                    Limited  Partnership   dated   of  March  8,
                                    1972. (1)

         4.                         Amendment  to   Restated   Certificate   and
                                    Agreement  of  Limited   Partnership   dated
                                    March 30, 1992. (2)

         11.                        Statement   regarding   computation  of  net
                                    income per  limited  partnership  unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income allocated to
                                    the  limited   partners  by  the  number  of
                                    limited  partnership units outstanding.  Per
                                    unit  information has been computed based on
                                    13,752.5    limited     partnership    units
                                    outstanding in 1997 and 1996.

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

      (1)   Incorporated by reference to the Annual Report of Registrant on Form
            10-K for the period ended  December 31, 1990,  as filed on March 29,
            1991.

      (2)   Incorporated by reference to the Current Report on Form 8-K filed by
            the Registrant with the Securities and Exchange  Commission on April
            10, 1992.

(b)   Reports on Form 8-K.

     On June 6,  1997,  the  Partnership  filed a Current  Report on Form 8-K to
     report  the  signing  of a Real  Estate  Sales  Agreement  to sell Palm Bay
     Apartments  to an  unaffiliated  purchaser.  The  sale  is  subject  to the
     satisfaction of certain  conditions,  including the approval of the limited
     partners of the Partnership to the sale of Palm Bay Apartments. The sale is
     scheduled to close during the third quarter of 1997.


<PAGE>


                       McNEIL PACIFIC INVESTORS FUND 1972

                                   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 PACIFIC INVESTORS FUND 1972

                             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)