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      September 30, 1997
                          ------------------------------------------------------


                                       OR

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

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




                        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>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         September 30,       December 31,
                                                                            1997                 1996
                                                                       ----------------     ---------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     6,220,730      $    7,087,195
   Buildings and improvements...............................                41,138,168          45,563,139
                                                                        --------------       -------------
                                                                            47,358,898          52,650,334
   Less:  Accumulated depreciation..........................               (21,569,600)        (22,398,841)
                                                                        --------------       -------------
                                                                            25,789,298          30,251,493

Asset held for sale.........................................                 3,317,484                   -

Cash and cash equivalents...................................                   671,709           1,362,812
Cash segregated for security deposits.......................                   204,256             263,255
Accounts receivable.........................................                   318,445             188,831
Prepaid expenses and other assets...........................                    39,386              43,266
Escrow deposits.............................................                   654,281             310,888
Deferred borrowing costs (net of accumulated
   amortization of $320,780 and $248,892 at
   September 30, 1997 and December 31, 1996,
   respectively)............................................                   688,552             760,440
                                                                        --------------       -------------
                                                                       $    31,683,411      $   33,180,985
                                                                        ==============       =============

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

Mortgage notes payable, net.................................           $    23,573,479      $   23,857,021
Accrued property taxes......................................                   504,302             149,324
Accrued expenses............................................                   123,796             166,600
Accrued interest............................................                   164,389             170,447
Deferred gain - involuntary conversion......................                    97,210              97,210
Payable to affiliates - General Partner.....................                    67,990              99,892
Security deposits and deferred rental revenue...............                   253,079             247,849
                                                                        --------------       -------------
                                                                            24,784,245          24,788,343
                                                                        --------------       -------------

Partners' equity (deficit):
  Limited partners - 120,000 limited partnership units
   authorized;  102,796 and 102,836 limited partnership
   units issued and outstanding at September 30, 1997
   and December 31, 1996, respectively......................                 7,314,957           8,812,479
   General Partner..........................................                  (415,791)           (419,837)
                                                                        --------------       -------------
                                                                             6,899,166           8,392,642
                                                                        --------------       -------------
                                                                       $    31,683,411      $   33,180,985
                                                                        ==============       =============
</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                      Nine Months Ended
                                                September 30,                         September 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    2,036,475     $    2,023,161    $    5,973,958     $    5,997,714
   Interest......................             13,158             27,240            42,734             79,687
                                       -------------      -------------     -------------      -------------
     Total revenue...............          2,049,633          2,050,401         6,016,692          6,077,401
                                       -------------      -------------    --------------      -------------

Expenses:
   Interest......................            531,398            527,252         1,600,870          1,609,136
   Depreciation..................            476,071            509,947         1,510,549          1,524,348
   Property taxes................            111,285            112,947           333,855            341,173
   Personnel expenses............            253,046            233,629           702,811            676,194
   Utilities.....................            107,207             91,517           288,206            263,333
   Repair and maintenance........            307,694            253,491           826,995            702,750
   Property management
     fees - affiliates...........            102,171            101,305           303,694            303,788
   Other property operating
     expenses....................            128,793            110,276           358,694            340,807
   General and administrative....             34,186             54,512           106,103            108,961
   General and administrative -
     affiliates..................             37,401             54,523           113,136            165,604
                                       -------------      -------------     -------------      -------------
     Total expenses..............          2,089,252          2,049,399         6,144,913          6,036,094
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $      (39,619)    $        1,002    $     (128,221)    $       41,307
                                       =============      =============     =============      =============

Net loss allocable to limited
   partners......................     $     (141,150)    $     (122,824)   $     (497,514)    $     (323,449)
Net income allocable to
   General Partner...............            101,531            123,826           369,293            364,756
                                       -------------      -------------     -------------      -------------
Net income (loss)................     $      (39,619)    $        1,002    $     (128,221)    $       41,307
                                       =============      =============     =============      =============

Net loss per limited
   partnership unit..............     $        (1.37)    $        (1.19)   $        (4.84)    $        (3.15)
                                       =============      =============     =============      =============

Distribution per limited
   partnership unit..............     $         4.86     $         4.86    $         9.73     $         9.72
                                       =============      =============     =============      =============
</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 Nine Months Ended September 30, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Equity
                                                 ---------------        ----------------      ----------------
<S>                                              <C>                    <C>                   <C>            
Balance at December 31, 1995..............       $     (356,792)        $    10,394,645       $    10,037,853

Net income (loss).........................              364,756                (323,449)               41,307

Management Incentive Distribution.........             (390,278)                      -              (390,278)

Limited partner distribution..............                    -                (999,981)             (999,981)
                                                  -------------           -------------         -------------

Balance at September 30, 1996.............       $     (382,314)         $    9,071,215        $    8,688,901
                                                  =============           =============         =============


Balance at December 31, 1996..............       $     (419,837)         $    8,812,479        $    8,392,642

Net income (loss).........................              369,293                (497,514)             (128,221)

Management Incentive Distribution.........             (365,247)                      -              (365,247)

Limited partner distribution..............                    -              (1,000,008)           (1,000,008)
                                                  -------------           -------------         -------------

Balance at September 30, 1997.............       $     (415,791)         $    7,314,957        $    6,899,166
                                                  =============           =============         =============
</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>
                                                                            Nine Months Ended
                                                                                September 30,
                                                                -------------------------------------------
                                                                        1997                    1996
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        5,905,883         $     5,977,043
   Cash paid to suppliers............................                   (2,357,937)             (2,163,646)
   Cash paid to affiliates...........................                     (429,581)               (462,743)
   Interest received.................................                       42,734                  79,687
   Interest paid.....................................                   (1,490,656)             (1,516,055)
   Property taxes paid...............................                     (287,223)               (315,631)
                                                                 -----------------          --------------
Net cash provided by operating activities............                    1,383,220               1,598,655
                                                                 -----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                     (365,838)               (582,212)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (324,079)               (298,681)
   Management Incentive Distribution.................                     (384,398)               (379,999)
   Limited partner distribution......................                   (1,000,008)               (999,981)
                                                                 -----------------          --------------
Net cash used in financing activities................                   (1,708,485)             (1,678,661)
                                                                 -----------------          --------------

Net decrease in cash and cash equivalents............                     (691,103)               (662,218)

Cash and cash equivalents at beginning of
   period............................................                    1,362,812               2,079,352
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $          671,709         $     1,417,134
                                                                 =================          ==============
</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>
                                                                              Nine Months Ended
                                                                                 September 30,
                                                                  ----------------------------------------
                                                                        1997                    1996
                                                                  -----------------        ---------------
<S>                                                               <C>                      <C>            
Net income (loss)....................................             $       (128,221)        $        41,307
                                                                   ---------------          --------------

Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation......................................                    1,510,549               1,524,348
   Amortization of discounts on mortgage
     notes payable...................................                       40,537                  34,354
   Amortization of deferred borrowing costs..........                       71,888                  60,765
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       58,999                 (40,512)
     Accounts receivable.............................                     (129,614)                 (8,338)
     Prepaid expenses and other assets...............                        3,880                 (20,930)
     Escrow deposits.................................                     (343,393)                 (9,333)
     Accounts payable................................                            -                 (36,034)
     Accrued property taxes..........................                      333,855                 128,244
     Accrued expenses................................                      (25,528)               (103,582)
     Accrued interest................................                       (2,211)                 (2,038)
     Payable to affiliates - General Partner.........                      (12,751)                  6,649
     Security deposits and deferred rental
       revenue.......................................                        5,230                  23,755
                                                                   ---------------          --------------

       Total adjustments.............................                    1,511,441               1,557,348
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      1,383,220         $     1,598,655
                                                                   ===============          ==============

</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)

                               September 30, 1997

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 nine months ended September 30, 1997
are not necessarily indicative of the results to be expected for the year ending
December 31, 1997.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XV, Ltd., c/o The Herman Group, 2121 San Jacinto St.,
26th Floor, Dallas, Texas 75201.

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:

                                                       Nine Months Ended
                                                          September 30,
                                                     --------------------------
                                                        1997          1996
                                                     ----------     -----------

Property management fees - affiliates..........      $  303,694     $   303,788
Charged to general and administrative -
   affiliates:
   Partnership administration..................         113,136         165,604
                                                      ---------      ----------
                                                     $  416,830     $   469,392
                                                      =========      ==========

Charged to General Partner's deficit:
   MID.........................................      $  365,247     $   390,278
                                                      =========      ===========

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
September 30, 1997, the Partnership  owned four apartment  properties.  Three of
the four Partnership's properties are subject to mortgage notes.

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

Revenue:

Partnership revenues decreased by $768 and $60,709 for the three and nine months
ended  September  30,  1997,  respectively,  as compared to the same period last
year.  Rental  revenue and  interest  income  decreased  by $23,756 and $36,953,
respectively.
<PAGE>
Rental  revenue for the first nine months of 1997 was  $5,973,958 as compared to
$5,997,714  for the same  period in 1996.  The  decrease  in rental  revenue  of
$23,756 is due to reduced rental rates at Mountain Shadows and a decrease in the
occupancy rate at Arrowhead and Cedar Run.

Interest  income  for the nine  months  decreased  due to smaller  average  cash
balances invested in interest-bearing accounts.

Expenses:

Partnership  expenses  increased  by $39,853 and $108,819 for the three and nine
months  ended  September  30,  1997,  respectively.  An  increase in repairs and
maintenance  was offset by a decrease in general  and  administrative-affiliates
expense.

Utilities for the nine months ended  September 30, 1997  increased by $24,873 or
9% as compared to the same period in 1996.  This  increase is due to an increase
in gas and oil rates and usage at Arrowhead Apartments in Kansas City.

Repairs and  maintenance  expense for the nine months ended  September  30, 1997
increased by $124,245 or 18%  compared to the same period in 1996.  The increase
is primarily due to the  replacement of carpeting,  which met the  Partnership's
criteria for capitalization  based on the magnitude of replacements in 1996, but
were expensed in 1997.

General and  administrative - affiliates expense decreased by $52,468 or 32% for
the first nine  months of 1997 as  compared  to the same period last year due to
the  reduction  of overhead  expenses  allocable to the  Partnership.  Allocated
expenses  decreased  in part due to  investor  services  being  performed  by an
unrelated third party in 1997.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated  $1,383,220 of cash in the first nine months of 1997 as compared
to $1,598,655  for the same period in 1996. The decrease in cash of $215,435 was
mainly the result of an increase in cash paid to suppliers.

The Partnership  expended $365,838 and $582,212 for capital  improvements to its
properties in the first nine months of 1997 and 1996, respectively.

During the first nine months of 1997, the Partnership paid $324,079 in principal
payments on the  mortgage  notes,  distributions  of  $1,000,008  to the limited
partners and MID payments of $384,398.

Short-term liquidity:

At  September  30,  1997,  the  Partnership  held cash and cash  equivalents  of
$671,709,  down  $691,103  from the balance at December 31,  1996.  This balance
provides  a  comfortable   level  of  working  capital  for  the   Partnership's
operations.

During 1997, 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 1997, the Partnership has budgeted to spend approximately $547,000 on capital
improvements, which are expected to be funded from operations of the properties.

<PAGE>
Long-term liquidity:

For the long-term,  property operations will remain the primary source of funds.
While the present  outlook for  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.

The Partnership  has determined to begin orderly  liquidation of all its assets.
Although  there can be no assurance as to the timing of the  liquidation  due to
real estate  market  conditions,  the general  difficulty  of  disposing of real
estate,  and  other  general  economic  factors,  it is  anticipated  that  such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution  to Unitholders by December 2001. In this regard,  the
Partnership  has placed Cedar Run Apartments on the market for sale as of August
1, 1997.

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  nine  months  ended
September 30, 1997 and 1996, $368,881 and $364,756,  respectively, was allocated
to the General Partner.  The limited partners received allocations of $(538,270)
and  $(323,449)  for  the  nine  months  ended  September  30,  1997  and  1996,
respectively.

During 1997, the limited  partners  received a cash  distribution of $1,000,008.
The distribution consisted of funds from operations.  A distribution of $365,247
for the MID was accrued by the  Partnership  for the period ended  September 30,
1997 for the General Partner.

                           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).
<PAGE>
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.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants intend to file a demurrer to the second  consolidated and
amended complaint on or before December 1, 1997.

<PAGE>


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  and  102,836  limited   partnership
                                    units   outstanding   in  1997   and   1996,
                                    respectively.

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

         (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 September 30, 1997.


<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





November 13, 1997                  By:  /s/  Ron K. Taylor
------------------                      ----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)





November 13, 1997                  By:  /s/  Brandon K. Flaming
------------------                     -----------------------------------------
Date                                    Brandon K. Flaming
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)