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  0-7162
                           ---------


                       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>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------

                       McNEIL PACIFIC INVESTORS FUND 1972
        (a California limited partnership in the process of liquidation)

                     STATEMENTS OF NET ASSETS IN LIQUIDATION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       March 31,      December 31,
                                                                         1999            1998
                                                                       ---------      ------------
ASSETS
------ 
<S>                                                                    <C>             <C>     
Cash and cash equivalents .....................................        $408,174        $397,954
                                                                       --------        --------

                                                                       $408,174        $397,954
                                                                       ========        ========

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

Other accrued expenses ........................................        $    195        $  4,702
Payable to affiliates - General Partner .......................          12,362          12,362
                                                                       --------        --------
                                                                         12,557          17,064
                                                                       --------        --------
Partners' equity:
   Limited partners - 15,000 limited  partnership units
     authorized;  13,752.5 limited partnership units
     issued and outstanding at March 31, 1999 and
     December 31, 1998 ........................................         395,617         380,890
   General Partner ............................................              --              --
                                                                       --------        --------
                                                                        395,617         380,890
                                                                       --------        --------

                                                                       $408,174        $397,954
                                                                       ========        ========
</TABLE>



The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL PACIFIC INVESTORS FUND 1972
        (a California limited partnership in the process of liquidation)

               STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                                --------------------------
                                                                   1999             1998
                                                                ---------        ---------
Revenue:
<S>                                                             <C>              <C>      
   Interest ............................................        $   4,204        $   4,910
   Other revenue .......................................           11,615               --
                                                                ---------        ---------
     Total revenue .....................................           15,819            4,910
                                                                ---------        ---------

Expenses:
   Personnel expenses ..................................               --               73
   Repair and maintenance ..............................               --            8,592
   Other property operating expenses ...................               --            1,494
   General and administrative ..........................            1,092           15,568
   General and administrative - affiliates .............               --           (3,550)
                                                                ---------        ---------
     Total expenses ....................................            1,092           22,177
                                                                ---------        ---------

Net increase (decrease) in net assets
   in liquidation ......................................           14,727          (17,267)

Net assets in liquidation at beginning of period........          380,890          414,319
                                                                ---------        ---------

Net assets in liquidation at end of period .............        $ 395,617        $ 397,052
                                                                =========        =========

Net increase (decrease) in net assets in
liquidation per limited partnership unit ...............        $    1.07        $   (1.26)
                                                                =========        =========
</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
        (a California limited partnership in the process of liquidation)

                          Notes To Financial Statements
                                   (Unaudited)

                                 March 31, 1999


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, 1999,
are not necessarily indicative of the results to be expected for the year ending
December 31, 1999.

At a meeting of the limited  partners on August 12, 1997,  the limited  partners
approved the sale of Palm Bay Apartments and the dissolution of the Partnership.
After the September 30, 1997 sale of Palm Bay  Apartments,  the General  Partner
commenced the  dissolution and  termination of the  Partnership.  The assets and
liabilities in the accompanying statements of net assets in liquidation at March
31, 1999 and December 31, 1998 are valued at their estimated  realizable  values
and  estimated  settlement  amounts,  respectively.  The  Partnership  is in the
process of liquidating  its assets,  satisfying all creditors and claims against
the  Partnership,  distributing  its  remaining  assets  to  its  partners,  and
terminating its existence.

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 Pacific Investors Fund 1972, 13760 Noel Road, Suite 600, LB70, Dallas,
Texas 75240.

NOTE 3.
-------

The  Partnership  reimbursed  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, 1999
and 1998.

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

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

Charged to general and administrative affiliates:
   Partnership administration.......................    $      -     $  (3,550)
                                                         =======      ========

NOTE 4.
-------

The Partnership  received refunds from its general  liability  insurance carrier
and from its workers' compensation insurance carrier. The refunds are the result
of cancellation of the Partnership's  insurance  policies after the sale of Palm
Bay  Apartments,  and the result of  adjustments  in the amount of premiums  the
insurance  carriers  charged the  Partnership  based on the insurance  carriers'
audit of  Partnership  operations.  The refunds are included in other revenue on
the Statements of Changes in Net Assets in Liquidation.


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

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

On September 30, 1997, the Partnership sold its last real estate asset, Palm Bay
Apartments.  Proceeds from the sale were distributed to the partners in December
1997. The  Partnership's  sole remaining  asset consists of $408,174 of cash and
cash equivalents.  At March 31, 1999, the Partnership's  liabilities  consist of
$12,557  of accrued  expenses,  $12,362  of which are due to  affiliates  of the
General Partner.

The  Partnership  remains subject to litigation as discussed in Part II, Item 1,
Legal  Proceedings.  The  General  Partner  intends  to  use  the  Partnership's
remaining funds for the payment of costs  associated with the litigation.  After
the  litigation is either  adjudicated or otherwise  settled,  and all legal and
other costs have been provided for, remaining Partnership funds, if any, will be
distributed to the partners.

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

Revenues:

The  Partnership's  interest  revenue  decreased  $706 to  $4,204  for the first
quarter of 1999 due to a decreased level of cash and cash  equivalents  invested
in interest bearing accounts.




<PAGE>
The Partnership  also recorded $11,615 of other revenue for the first quarter of
1999 which consists  principally of refunds of general  liability  insurance and
workers'  compensation  insurance  premiums  from  the  Partnership's  insurance
carriers.

Expenses:

Partnership  expenses for the first quarter of 1998 include  $10,159 of expenses
related to  operations at Palm Bay  Apartments.  The  Partnership  sold Palm Bay
Apartments on September  30, 1997.  No such  expenses  were incurred  during the
first quarter of 1999.

General and  administrative  expenses  for the first  quarter of 1998  decreased
$14,476 to $1,092.  The  Partnership  continues  to incur  costs  related to the
litigation  discussed below.  However,  the amount of  litigation-related  costs
decreased  for the first  quarter of 1999 as  compared  to the first  quarter of
1998.

General  and  administrative  expenses  paid to  affiliates  for the first three
months of 1998 reflects a $3,550 credit or refund from  affiliates.  General and
administrative  expenses  for  1997  exceeded  the  limit  equal  to 2%  of  the
Partnership's   assets  established  by  the  Amended   Partnership   Agreement.
Consequently,  in the first  quarter of 1998 the  Partnership  received a refund
from an affiliate.  No such  expenses were incurred  during the first quarter of
1999.

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

At March 31, 1999, the Partnership  held $408,174 of cash and cash  equivalents.
The  Partnership  owns no  other  assets.  The  Partnership  intends  to use its
remaining  funds to pay the accrued  expenses  owed by the  Partnership,  in the
amount of $12,557 as of March 31, 1999, to pay all remaining  expenses connected
with the termination of the Partnership, and to provide a contingency reserve to
pay all costs associated with ongoing litigation  involving the Partnership as a
defendant.  After all expenses  have been  provided  for, and the  litigation is
resolved through either  adjudication or settlement,  all remaining  Partnership
funds  will be  distributed  to the  partners  in  accordance  with terms of the
Partnership Agreement. The General Partner considers the current balance of cash
and cash equivalents adequate for all of these purposes.

Distributions:

Distribution  of the  Partnership's  remaining  cash  reserves will be made from
remaining  funds  of the  Partnership,  if any,  after  all  liabilities  of the
Partnership  have been paid,  including costs  associated  with  terminating the
Partnership's  affairs,  and costs  associated  with  adjudicating  or  settling
litigation in which the Partnership is involved.


<PAGE>
Forward-Looking Information:

Within this document,  certain  statements  are made as to expected  Partnership
developments,  including the ultimate termination of the Partnership's business,
satisfaction  of the  Partnership's  creditors,  and  distributions  to  limited
partners.  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 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 outcome of litigation in which the
Partnership is a defendant.

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.

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  are licensed by third party vendors who
have warranted that their systems are year 2000 compliant.

Cost
----

The cost of IT  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.

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. 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.


<PAGE>
Contingency plans
-----------------

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT. Management believes that alternative systems are available
that could be utilized to minimize  such  impact.  Management  will assess these
risks and develop plans to mitigate possible failures by July 1999.

                           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.



<PAGE>
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.


<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 Agree-
                                    ment 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 1999 and 1998.

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

      (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, 1999.


<PAGE>
                       McNEIL PACIFIC INVESTORS FUND 1972
        (a California limited partnership in the process of liquidation)

                                   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 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)