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


                                    FORM 10-Q



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


      For the quarterly period ended          March 31, 1998
                                     -------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-14258
                           ----------


                        MCNEIL REAL ESTATE FUND XV, LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




         California                                       94-2941516
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           Identification No.)


              13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)



Registrant's telephone number, including area code     (972) 448-5800
                                                   -----------------------------

Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---



<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        MCNEIL REAL ESTATE FUND XV, LTD.

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           March 31,         December 31,
                                                                             1998                1997
                                                                       ---------------      --------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     6,220,730      $    6,220,730
   Buildings and improvements...............................                41,461,740          41,433,896
                                                                        --------------       -------------
                                                                            47,682,470          47,654,626
   Less:  Accumulated depreciation..........................               (22,603,408)        (22,129,044)
                                                                        --------------       -------------
                                                                            25,079,062          25,525,582

Asset held for sale.........................................                 3,403,186           3,400,316

Cash and cash equivalents...................................                 1,076,487           1,118,379
Cash segregated for security deposits.......................                   225,779             213,528
Accounts receivable.........................................                    50,858              94,750
Prepaid expenses and other assets...........................                    32,575              36,974
Escrow deposits.............................................                   501,036             341,153
Deferred borrowing costs (net of accumulated
   amortization of $373,427 and $344,742 at
   March 31, 1998 and December 31, 1997,
   respectively)............................................                   635,905             664,590
                                                                        --------------       -------------
                                                                       $    31,004,888      $   31,395,272
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------

Mortgage notes payable, net.................................           $    23,373,791      $   23,474,480
Accrued property taxes......................................                   291,214             175,741
Accrued expenses............................................                   110,662             120,757
Accrued interest............................................                   162,837             163,621
Payable to affiliates - General Partner.....................                   433,550             249,503
Security deposits and deferred rental revenue...............                   196,047             216,683
                                                                        --------------       -------------
                                                                            24,568,101          24,400,785
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited partners - 120,000 limited partnership units
   authorized;  102,796 limited partnership units issued
   and outstanding at March 31, 1998 and December 31, 1997..                 7,135,201           7,555,525
   General Partner..........................................                  (698,414)           (561,038)
                                                                        --------------       -------------
                                                                             6,436,787           6,994,487
                                                                        --------------       -------------
                                                                       $    31,004,888      $   31,395,272
                                                                        ==============       =============
</TABLE>

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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                         March 31,
                                                                           ---------------------------------
                                                                                1998                1997
                                                                           --------------     --------------
Revenue:
<S>                                                                        <C>                <C>           
   Rental revenue...................................                       $    2,028,217     $    1,949,655
   Interest.........................................                               26,442             17,109
                                                                            -------------      -------------
     Total revenue..................................                            2,054,659          1,966,764
                                                                            -------------      -------------

Expenses:
   Interest.........................................                              532,124            535,834
   Depreciation and amortization....................                              474,364            517,239
   Property taxes...................................                              115,473            111,285
   Personnel expenses...............................                              237,200            243,240
   Utilities........................................                              106,004            112,518
   Repair and maintenance...........................                              146,353            213,606
   Property management fees - affiliates............                              101,452            101,259
   Other property operating expenses................                              129,689            124,194
   General and administrative.......................                               85,711             39,796
   General and administrative - affiliates..........                               45,805             37,526
                                                                            -------------      -------------
     Total expenses.................................                            1,974,175          2,036,497
                                                                            -------------      -------------

Net income (loss)...................................                       $       80,484     $      (69,733)
                                                                            =============      =============

Net income (loss) allocable to limited partners.....                       $       79,680     $     (185,317)
Net income allocable to General Partner.............                                  804            115,584
                                                                            -------------      -------------
Net income (loss)...................................                       $       80,484     $      (69,733)
                                                                            =============      =============

Net income (loss) per limited partnership unit......                       $          .78     $        (1.80)
                                                                            =============      =============

Distribution per limited partnership unit...........                       $         4.86     $         4.86
                                                                            =============      =============
</TABLE>



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

                 See accompanying notes to financial statements.


<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners            Equity (Deficit)
                                                 ---------------         ---------------       ----------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1996..............       $     (419,837)         $    8,812,479        $    8,392,642

Net income (loss).........................              115,584                (185,317)              (69,733)

Management Incentive Distribution.........             (120,978)                      -              (120,978)

Distributions to limited partners.........                    -                (500,004)             (500,004)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $     (425,231)         $    8,127,158        $    7,701,927
                                                  =============           =============         =============


Balance at December 31, 1997..............       $     (561,038)         $    7,555,525        $    6,994,487

Net income................................                  804                  79,680                80,484

Management Incentive Distribution.........             (138,180)                      -              (138,180)

Distributions to limited partners.........                    -                (500,004)             (500,004)
                                                  -------------           -------------         -------------

Balance at March 31, 1998.................       $     (698,414)         $    7,135,201        $    6,436,787
                                                  =============           =============         =============
</TABLE>



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

                 See accompanying notes to financial statements.

<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                 March 31,
                                                                -------------------------------------------
                                                                        1998                     1997
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        2,035,722         $     1,858,537
   Cash paid to suppliers............................                     (746,714)               (747,550)
   Cash paid to affiliates...........................                     (101,390)               (130,424)
   Interest received.................................                       26,442                  17,109
   Interest paid.....................................                     (490,083)               (499,082)
   Property taxes paid...............................                     (120,322)               (103,802)
                                                                 ------------------         --------------
Net cash provided by operating activities............                      603,655                 394,788
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                      (27,844)                (27,961)
   Additions to asset held for sale..................                       (2,870)                      -
                                                                 -----------------          --------------
Net cash used in investing activities................                      (30,714)                (27,961)
                                                                 ------------------         --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (114,829)               (105,830)
   Management Incentive Distribution.................                            -                (120,756)
   Distributions to limited partners.................                     (500,004)               (500,004)
                                                                 -----------------          --------------
Net cash used in financing activities................                     (614,833)               (726,590)
                                                                 -----------------          --------------

Net decrease in cash and cash equivalents............                      (41,892)               (359,763)

Cash and cash equivalents at beginning of
   period............................................                    1,118,379               1,362,812
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        1,076,487         $     1,003,049
                                                                 =================          ==============
</TABLE>



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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>

                                                                            Three Months Ended
                                                                                 March 31,
                                                                  -----------------------------------------
                                                                        1998                     1997
                                                                  ----------------         ----------------
<S>                                                               <C>                      <C>             
Net income (loss)....................................             $         80,484         $       (69,733)
                                                                   ---------------          --------------

Adjustments to reconcile net income (loss) to net
   cash  provided by operating  activities:
   Depreciation......................................                      474,364                 517,239
   Amortization of discounts on mortgage
     notes payable...................................                       28,685                  13,512
   Amortization of deferred borrowing costs..........                       14,140                  23,963
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      (12,251)                 14,581
     Accounts receivable.............................                       43,892                (121,771)
     Prepaid expenses and other assets...............                        4,399                   4,362
     Escrow deposits.................................                     (159,883)               (108,231)
     Accounts payable................................                            -                  26,579
     Accrued property taxes..........................                      115,473                 111,285
     Accrued expenses................................                      (10,095)                (39,895)
     Accrued interest................................                         (784)                   (723)
     Payable to affiliates - General Partner.........                       45,867                   8,361
     Security deposits and deferred rental
       revenue.......................................                      (20,636)                 15,259
                                                                   ---------------          --------------

       Total adjustments.............................                      523,171                 464,521
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        603,655         $       394,788
                                                                   ===============          ==============
</TABLE>




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

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XV, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 1998

NOTE 1.
-------

McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984
as a limited  partnership  organized  under  the  provisions  of the  California
Uniform  Limited  Partnership  Act. The general  partner of the  Partnership  is
McNeil Partners,  L.P. (the "General Partner"),  a Delaware limited partnership,
an affiliate of Robert A. McNeil.  The Partnership is governed by an amended and
restated  limited  partnership  agreement,  dated October 11, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However, the results of operations for the three months ended March 31, 1998 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1998.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1997,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XV, Ltd.,  c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

NOTE 3.
-------

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts of the Partnership's properties to McNeil Real Estate Management,  Inc.
("McREMI"),  an  affiliate  of  the  General  Partner,  for  providing  property
management services and leasing services.

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

Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
Management  Incentive  Distribution  ("MID") to the General Partner. The maximum
MID is  calculated  as 1% of the tangible  asset value of the  Partnership.  The
maximum MID  percentage  decreases  subsequent to 1999.  Tangible asset value is
determined  by using the  greater  of (i) an amount  calculated  by  applying  a
capitalization  rate  of 9% to the  annualized  net  operating  income  of  each
property or (ii) a value of $10,000 per apartment unit to arrive at the property
tangible  asset value.  The property  tangible  asset value is then added to the
book value of all other assets excluding intangible items.



<PAGE>
MID will be paid to the extent of the lesser of the  Partnership's  excess  cash
flow,  as  defined,  or net  operating  income,  as  defined  ("the  Entitlement
Amount"),  and may be paid (i) in cash, unless there is insufficient cash to pay
the  distribution  in which  event  any  unpaid  portion  not  taken in  limited
partnership  units ("Units") will be deferred and is payable,  without interest,
from the first  available cash and/or (ii) in Units. A maximum of 50% of the MID
may be paid in Units.  The number of Units issued in payment of the MID is based
on the greater of $50 per Unit or the net tangible asset value, as defined,  per
Unit.

Any  amount  of the MID that is paid to the  General  Partner  in Units  will be
treated as if cash is distributed to the General Partner and is then contributed
to the Partnership by the General Partner. The MID represents a return of equity
to the General Partner for increasing cash flow, as defined,  and accordingly is
treated as a distribution.

Compensation,  reimbursements  and  distributions  paid  to or  accrued  for the
benefit of the General Partner and its affiliates are as follows:

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                        1998             1997
                                                     ------------    -----------

Property management fees - affiliates..........      $   101,452     $   101,259
Charged to general and administrative -
   affiliates:
   Partnership administration..................           45,805          37,526
                                                      ----------      ----------
                                                     $   147,257     $   138,785
                                                      ==========      ==========

Charged to General Partner's deficit:
   MID.........................................      $   138,180     $   120,978
                                                      ==========      ==========

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

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

The Partnership is engaged in real estate  activities,  including the ownership,
operation and management of residential and other real estate related assets. At
March 31, 1998, the Partnership  owned four apartment  properties.  Three of the
four Partnership's properties are subject to mortgage notes.

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

Revenue:

Partnership  revenues  increased by $87,895 for the three months ended March 31,
1998 as  compared  to the same period last year.  Rental  revenue  increased  by
$78,562  or 4% and  interest  income  increased  by $9,333 or 55% for the period
ended March 31, 1998.
<PAGE>
Rental  revenue for the first three months of 1998 was $2,028,217 as compared to
$1,949,655  for the same  period in 1997.  The  increase  in rental  revenue  of
$78,562 is due to an increase in occupancy rates at Woodcreek and Arrowhead.

Expenses:

Partnership expenses decreased by $62,322 or 3% for the three months ended March
31, 1998 as  compared  to the same  period last year.  A decrease in repairs and
maintenance  and   depreciation  was  offset  by  an  increase  in  general  and
administrative expense.

Depreciation declined by $42,875 or 8% for the three months ended March 31, 1998
as compared to the three months ended March 31,  1997.  This  decrease is due to
Cedar Run, which is currently classified as an asset held for sale, for which no
depreciation has been recognized since August 1, 1997.

Repairs  and  maintenance  expense  for the three  months  ended  March 31, 1998
decreased by $67,253 or 31% compared to the same period in 1997. The decrease is
due to the reduction in appliance and carpet replacement at the properties. This
decrease is also due to a reduction in cleaning and decorating expense.

General and administrative expenses increased $45,915 for the three months ended
March 31, 1998 as compared to the same period last year. The increase was mainly
due to costs  incurred  to explore  alternatives  to  maximize  the value of the
Partnership  (see Liquidity and Capital  Resources).  The increase was partially
offset by decreases attributable to investor services.  During 1997, charges for
investor  services were provided by a third party vendor.  Beginning  with 1998,
these services are provided by affiliates of the General Partner.

General and  administrative-affiliate  expenses  increased $8,279 or 22% for the
three  months  ended March 31, 1998 as compared to the same period of 1997.  The
increase is due to the change in investor services charges as discussed above.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which  generated  $603,655 of cash in the first three months of 1998 as compared
to $394,788  for the same period in 1997.  The  increase in cash of $208,867 was
mainly the result of an increase in cash  received  from tenants and an decrease
in the cash paid to affiliates.

The  Partnership  expended  $30,714 and $27,961 for capital  improvements to its
properties in the first three months of 1998 and 1997, respectively.

During  the first  three  months  of 1998,  the  Partnership  paid  $114,829  in
principal  payments on the mortgage notes and made  distributions of $500,004 to
the limited partners.

Short-term liquidity:

At March 31, 1998, the Partnership held cash and cash equivalents of $1,076,487,
down $1,118,379  from the balance at December 31, 1997. This balance  provides a
comfortable level of working capital for the Partnership's operations.





<PAGE>
During 1998, operations of the Partnership's  properties are expected to provide
positive cash flow from operations.  Management will perform routine repairs and
maintenance on the properties to preserve and enhance their value in the market.
In 1998, the Partnership has budgeted to spend approximately $616,000 on capital
improvements, which are expected to be funded from operations of the properties.

Long-term liquidity:

For the long-term,  property operations will remain the primary source of funds.
While the present outlook for the Partnership's  liquidity is favorable,  market
conditions may change and property  operations can  deteriorate.  In that event,
the Partnership  would require other sources of working  capital.  No such other
sources have been  identified,  and the Partnership has no established  lines of
credit.  Other possible actions to resolve working capital  deficiencies include
refinancing or  renegotiating  terms of existing loans,  deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the  competitiveness  or marketability  of the properties,  or arranging
working capital support from affiliates. All or a combination of these steps may
be  inadequate  or  unfeasible  in  resolving  such  potential  working  capital
deficiencies.  No affiliate  support has been required in the past, and there is
no assurance  that support  would be provided in the future,  since  neither the
General Partner nor any affiliates have any obligation in this regard.

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

Income allocations and distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 99:1 to the limited partners and
the General Partner,  respectively.  Therefore, for the three months ended March
31, 1998 and 1997, $804 and $115,584, respectively, was allocated to the General
Partner.  The limited partners received net income (loss) allocations of $79,680
and $(185,317) for the three months ended March 31, 1998 and 1997, respectively.

During 1998, the limited partners received a cash distribution of $500,004.  The
distribution consisted of funds from operations.  A distribution of $138,180 for
the MID was accrued by the  Partnership  for the period ended March 31, 1998 for
the General Partner.


<PAGE>

                           PART II. OTHER INFORMATION

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

(a)      Exhibits.

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

         3.1                        Amended   and Restated Partnership Agreement
                                    dated October 11, 1991. (1)

         11.                        Statement regarding  computation of net loss
                                    per limited  partnership  unit: Net loss per
                                    limited  partnership  unit  is  computed  by
                                    dividing  net loss  allocated to the limited
                                    partners    by   the   number   of   limited
                                    partnership  units  outstanding.   Per  unit
                                    information   has  been  computed  based  on
                                    102,796    limited     partnership     units
                                    outstanding in 1998 and 1997, respectively.

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

         (1)      Incorporated  by reference to the Annual Report of Registrant,
                  on Form 10-K for the period ended  December 31, 1991, as filed
                  on March 30, 1992.

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


<PAGE>


                        McNEIL REAL ESTATE FUND XV, LTD.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized:



                                McNEIL REAL ESTATE FUND XV, Ltd.

                                By:  McNeil Partners, L.P., General Partner

                                     By: McNeil Investors, Inc., General Partner





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





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