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      March 31, 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>
                                                                           March 31,         December 31,
                                                                            1997                 1996
                                                                       ---------------     ---------------
ASSETS
------
<S>                                                                    <C>                 <C>            
Asset held for sale                                                    $     6,312,061     $     6,253,753

Cash and cash equivalents...................................                   577,085             581,031
Cash segregated for security deposits.......................                    57,512              57,204
Accounts receivable.........................................                       282               4,147
Prepaid expenses and other assets...........................                    20,828              23,694
Escrow deposits.............................................                    61,119              33,232
Deferred borrowing costs, net of accumulated
   amortization of $50,202 and $47,607 at
   March 31, 1997 and December 31, 1996,
   respectively.............................................                     1,732               4,327
                                                                        --------------      --------------

                                                                       $     7,030,619     $     6,957,388
                                                                        ==============      ==============

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

Mortgage note payable.......................................           $     1,987,254     $     2,023,577
Accrued interest............................................                    14,490              14,755
Accrued property taxes......................................                    29,762                   -
Other accrued expenses......................................                     5,530              24,346
Payable to affiliates - General Partner.....................                    22,649              17,108
Security deposits and deferred rental revenue...............                    62,169              58,081
                                                                        --------------      --------------
                                                                             2,121,854           2,137,867
                                                                        --------------      --------------

Partners' equity:
   Limited  partners - 15,000 limited  partnership units
     authorized;  13,752.5 limited partnership units
     issued and outstanding.................................                 4,598,821           4,509,577
   General Partner..........................................                   309,944             309,944
                                                                        --------------      --------------
                                                                             4,908,765           4,819,521
                                                                        --------------      --------------

                                                                       $     7,030,619     $     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
                                                                                      March 31,
                                                                        ----------------------------------
                                                                              1997               1996
                                                                        --------------      --------------
Revenue:
<S>                                                                     <C>                 <C>           
   Rental revenue...................................                    $      446,579      $      390,949
   Interest.........................................                             7,517               6,550
                                                                         -------------       -------------
     Total revenue..................................                           454,096             397,499
                                                                         -------------       -------------

Expenses:
   Interest.........................................                            46,334              55,071
   Depreciation.....................................                                 -              95,676
   Property taxes...................................                            29,762              28,974
   Personnel expenses...............................                            87,783              72,786
   Utilities........................................                            18,267              16,879
   Repair and maintenance...........................                            92,529              87,105
   Property management fees - affiliates............                            26,687              23,867
   Other property operating expenses................                            40,642              30,198
   General and administrative.......................                            10,089              10,435
   General and administrative - affiliates..........                            12,759              16,986
                                                                         -------------       -------------
     Total expenses.................................                           364,852             437,977
                                                                         -------------       -------------

Net income (loss)...................................                    $       89,244      $      (40,478)
                                                                         =============       =============

Net income (loss) allocated to limited partners.....                    $       89,244      $      (40,478)
Net income (loss) allocated to General Partner......                                 -                   -
                                                                         -------------       -------------

Net income (loss)...................................                    $       89,244      $      (40,478)
                                                                         =============       =============

Net income (loss) per limited partnership unit......                    $         6.49      $        (2.94)
                                                                         =============       =============
</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 Three Months Ended March 31, 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..................................                    -                 (40,478)              (40,478)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $      309,944          $    4,364,560        $    4,674,504
                                                  =============           =============         =============


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

Net income................................                    -                  89,244                89,244
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $      309,944          $    4,598,821        $    4,908,765
                                                  =============           =============         =============
</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)

                      Decrease in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                        -----------------------------------
                                                                              1997                1996
                                                                        ---------------     ---------------
Cash flows from operating activities:
<S>                                                                     <C>                 <C>           
   Cash received from tenants.......................                    $      452,488      $      405,624
   Cash paid to suppliers...........................                          (263,524)           (242,422)
   Cash paid to affiliates..........................                           (33,905)            (42,094)
   Interest received................................                             7,517               6,550
   Interest paid....................................                           (44,004)            (47,035)
   Property taxes paid and escrowed.................                           (27,887)            (24,385)
                                                                         -------------       -------------

Net cash provided by operating activities...........                            90,685              56,238
                                                                         -------------       -------------

Cash flows from investing activities:
   Additions to real estate investments.............                           (58,308)            (23,559)
                                                                         -------------       -------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable........................................                           (36,323)            (33,290)
                                                                         -------------       -------------

Net decrease in cash and
   cash equivalents.................................                            (3,946)               (611)

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

Cash and cash equivalents at end of period..........                    $      577,085      $      522,778
                                                                         =============       =============
</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>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                        -----------------------------------
                                                                              1997                1996
                                                                        --------------      ---------------
<S>                                                                     <C>                 <C>            
Net income (loss)...................................                    $       89,244      $      (40,478)
                                                                         -------------       -------------

Adjustments to reconcile net income (loss) to net
   cash  provided by operating activities:
   Depreciation.....................................                                 -              95,676
   Amortization of deferred borrowing costs.........                             2,595               2,596
   Changes in assets and liabilities:
     Cash segregated for security deposits..........                              (308)             (6,232)
     Accounts receivable............................                             3,865               3,284
     Prepaid expenses and other assets..............                             2,866                 672
     Escrow deposits................................                           (27,887)            (24,385)
     Accounts payable...............................                                 -              (6,216)
     Accrued interest...............................                              (265)              5,440
     Accrued property taxes.........................                            29,762              28,974
     Other accrued expenses.........................                           (18,816)            (20,439)
     Payable to affiliates - General Partner........                             5,541              (1,241)
     Security deposits and deferred rental
       revenue......................................                             4,088              18,587
                                                                         -------------       -------------
       Total adjustments............................                             1,441              96,716
                                                                         -------------       -------------

Net cash provided by operating activities...........                     $      90,685      $       56,238
                                                                          ============       =============
</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)

                                 March 31, 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 three months ended March 31, 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 three month  periods ended March 31, 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.


<PAGE>

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.

Compensation and  reimbursements  accrued for the benefit of the General Partner
and its affiliates are as follows:

                                                      Three Months Ended
                                                            March 31,
                                                     ----------------------
                                                        1997       1996
                                                     ---------    ---------

Property management fees - affiliates........        $  26,687    $ 23,867
Charged to general and administrative -
   affiliates:
   Partnership administration................           12,759      16,986
                                                      --------     -------

                                                     $  39,446    $ 40,853
                                                      ========     =======

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
          ---------------------

On October 1, 1996, the General  Partner  determined  that the market timing was
right for placing the  Partnership's  sole remaining real estate asset, Palm Bay
Apartments,  on the market for sale.  This  decision was based both on favorable
market conditions and the June 1997 maturity of the Palm Bay mortgage note.



<PAGE>

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

Revenues:

Rental revenues at Palm Bay Apartments  increased $55,630 or 14.2% for the first
quarter of 1997 as compared to the first  quarter of 1996.  Most of the increase
in rental  revenue was obtained by improving the  occupancy  rate of the Orlando
property.   Vacancy  losses  decreased  52%,  and  other  rental  discounts  and
concessions decreased 77%. The occupancy rate at March 31 improved to 97.1% from
94.2% at December 31, 1996 and 93.4% at March 31,  1996.  The  Partnership  also
increased base rental rates an average of 2% 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 $73,125 or 16.7% in the first quarter of 1997 as
compared to the first quarter of 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 first
quarter of 1997 as opposed to $95,676 of  depreciation  during the first quarter
of 1996.

Excluding depreciation,  expenses increased $22,551 or 6.6% in the first quarter
of 1997.  Increases in personnel  expenses and other property operating expenses
were partially offset by decreased interest expense.

Personnel  expenses  increased  $14,997 or 21% for the first  quarter of 1997 as
compared  to 1996.  Incentive  based  compensation  increased  during  the first
quarter reflecting improved operating results over the past year. Also, expenses
for contract and  temporary  workers  increased  during the first quarter due to
staff turnover.

Other property operating expenses increased $10,444 or 35% for the first quarter
of 1997 as  compared  to 1996.  Palm Bay  Apartments  recorded  increased  costs
related  to  advertising  and  other  marketing  expenses  as well as  increased
expenses related to tenant retention, credit and collection expenses.

Interest  expense  decreased  $8,737  or 15.9% in the first  quarter  of 1997 as
compared to the first quarter 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 $90,685 for the
first  quarter of 1997, a 61% increase  over the $56,238  generated by operating
activities  during the first quarter of 1996.  The capital  renovation  projects
undertaken at Palm Bay  Apartments  during the past three years have enabled the
property  to  compete  effectively  with  other  apartment  communities  in  the
surrounding  area. For the balance of 1997,  financing and investing  activities




<PAGE>
are projected to be limited to minimal capital improvements and repayment of the
Palm Bay mortgage note through  monthly debt service  payments.  Such activities
are  projected  to be  adequately  funded by cash flow from  operations.  Having
completed the  renovation,  and restored net  operating  income to an acceptable
level,  the  Partnership  is now in a  position  to  profitably  dispose  of its
investment in Palm Bay Apartments.

Short Term Liquidity:

As discussed above, the Partnership placed Palm Bay Apartments on the market for
sale.  However,  it is  unlikely  that a sale  will  close  before  the Palm Bay
mortgage note matures on June 1, 1997.  Furthermore,  the  Partnership  will not
have  adequate cash reserves to pay off the Palm Bay mortgage note at that time.
The General  Partner has discussed the situation with the holder of the Palm Bay
mortgage note, and,  although no formal  agreement has been reached,  it appears
the  holder  will defer  foreclosure  proceedings  pending  the sale of Palm Bay
Apartments.  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 for Palm Bay  Apartments  given the high level of
equity the  Partnership  has in the property and the  Partnership's  decision to
sell the property. However, such temporary financing, if needed, is not assured.

At March 31, 1997, the Partnership  held $577,085 of cash and cash  equivalents,
down $3,946 from the balance at the end of 1996. 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 the  property,  pay the
required  monthly  debt  service  payments on the Palm Bay  mortgage  note,  and
provide funds to make necessary capital improvements to the property.

Long Term Liquidity:

The  Partnership  has  determined  to  begin  an  orderly   liquidation  of  the
Partnership's  remaining  assets.  Although  there can be no assurance as to the
timing of any liquidation,  it is anticipated that such liquidation would result
in  distributions  to the limited partners of the cash proceeds from the sale of
the Partnership's remaining property,  subject to cash reserve requirements,  to
be followed by a dissolution of the Partnership. Consummation of any contract to
sell Palm Bay  Apartments  would be contingent  upon the approval of the sale by
the limited partners.

Distributions:

Distributions  to partners have been suspended as part of the General  Partner's
policy of maintaining adequate cash reserves. Distributions to Unit holders will
remain  suspended  until Palm Bay Apartments is sold and all  liabilities of the
Partnership  are provided for. 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 Unit holders.


<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.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.



<PAGE>

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 March 31, 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.  There  were no reports on Form 8-K filed  during the
      quarter ended March 31, 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





May 15, 1997                      By:  /s/  Ron K. Taylor
--------------                         -----------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil 
                                        Investors, Inc.
                                       (Principal Financial Officer)





May 15, 1997                      By:  /s/  Brandon K. Flaming
--------------                         -----------------------------------------
Date                                   Brandon K. Flaming
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)