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

                                    FORM 10-Q


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


     For the period ended             March 31, 1997
                          ------------------------------------------------------


                                       OR

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

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



                        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>

                                                                           March 31,         December 31,
                                                                             1997                1996
                                                                       ----------------     --------------
<S>                                                                    <C>                  <C>           
ASSETS
------
Real estate investments:
   Land.....................................................           $     7,087,195      $    7,087,195
   Buildings and improvements...............................                45,591,100          45,563,139
                                                                        --------------       -------------
                                                                            52,678,295          52,650,334
   Less:  Accumulated depreciation..........................               (22,916,080)        (22,398,841)
                                                                        --------------       -------------
                                                                            29,762,215          30,251,493

Cash and cash equivalents...................................                 1,003,049           1,362,812
Cash segregated for security deposits.......................                   248,674             263,255
Accounts receivable.........................................                   310,602             188,831
Prepaid expenses and other assets...........................                    38,904              43,266
Escrow deposits.............................................                   419,119             310,888
Deferred borrowing costs (net of accumulated
   amortization of $272,855 and $248,892 at
   March 31, 1997 and December 31, 1996,
   respectively)............................................                   736,477             760,440
                                                                        --------------       -------------
                                                                       $    32,519,040      $   33,180,985
                                                                        ==============       =============

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

Mortgage notes payable, net.................................           $    23,764,703      $   23,857,021
Accounts payable............................................                    26,579                   -
Accrued property taxes......................................                   281,732             149,324
Accrued expenses............................................                   109,429             166,600
Accrued interest............................................                   165,877             170,447
Deferred gain - involuntary conversion......................                    97,210              97,210
Payable to affiliates - General Partner.....................                   108,475              99,892
Security deposits and deferred rental revenue...............                   263,108             247,849
                                                                        --------------       -------------
                                                                            24,817,113          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 March 31, 1997
     and December 31, 1996, respectively....................                 8,127,158           8,812,479
   General Partner..........................................                  (425,231)           (419,837)
                                                                        --------------       -------------
                                                                             7,701,927           8,392,642
                                                                        --------------       -------------
                                                                       $    32,519,040      $   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
                                                                                         March 31,
                                                                            --------------------------------
                                                                                1997                1996
                                                                            -------------      -------------
Revenue:
<S>                                                                        <C>                <C>           
   Rental revenue...................................                       $    1,949,655     $    1,969,533
   Interest.........................................                               17,109             26,590
                                                                            -------------      -------------
     Total revenue..................................                            1,966,764          1,996,123
                                                                            -------------      -------------

Expenses:
   Interest.........................................                              535,834            541,501
   Depreciation and amortization....................                              517,239            505,107
   Property taxes...................................                              111,285            114,283
   Personnel expenses...............................                              243,240            239,445
   Utilities........................................                              112,518             95,068
   Repair and maintenance...........................                              213,606            198,165
   Property management fees - affiliates............                              101,259             99,944
   Other property operating expenses................                              124,194            110,432
   General and administrative.......................                               39,796             32,765
   General and administrative - affiliates..........                               37,526             56,017
                                                                            -------------      -------------
     Total expenses.................................                            2,036,497          1,992,727
                                                                            -------------      -------------

Net income (loss)...................................                       $      (69,733)    $        3,396
                                                                            =============      =============

Net income (loss) allocable to limited partners.....                       $     (185,317)    $        3,362
Net income allocable to General Partner.............                              115,584                 34
                                                                            -------------      -------------
Net income (loss)...................................                       $      (69,733)    $        3,396
                                                                            =============      =============

Net income (loss) per limited partnership unit......                       $        (1.80)    $         0.03
                                                                            =============      =============

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, 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................................                   34                   3,362                 3,396

Management Incentive Distribution.........             (129,131)                      -              (129,131)

Limited partner distribution..............                    -                (499,991)             (499,991)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $     (485,889)         $    9,898,016        $    9,412,127
                                                  =============           =============         =============


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)

Limited partner distribution..............                    -                (500,004)             (500,004)
                                                  -------------           -------------         -------------

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

</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,
                                                                -------------------------------------------
                                                                        1997                    1996
                                                                -------------------        ----------------
<S>                                                             <C>                        <C>            
Cash flows from operating activities:
   Cash received from tenants........................           $        1,858,537         $     1,983,662
   Cash paid to suppliers............................                     (747,550)               (706,563)
   Cash paid to affiliates...........................                     (130,424)               (159,148)
   Interest received.................................                       17,109                  26,590
   Interest paid.....................................                     (499,082)               (506,978)
   Property taxes paid...............................                     (103,802)                (84,527)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      394,788                 553,036
                                                                 -----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                      (27,961)               (144,350)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (105,830)                (97,935)
   Management Incentive Distribution.................                     (120,756)                      -
   Limited partner distribution......................                     (500,004)               (499,991)
                                                                ------------------          --------------
Net cash used in financing activities................                     (726,590)               (597,926)
                                                                ------------------          --------------

Net decrease in cash and cash equivalents............                     (359,763)               (189,240)

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

Cash and cash equivalents at end of period...........           $        1,003,049         $     1,890,112
                                                                 =================          ==============
</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,
                                                                  ---------------------------------------
                                                                        1997                    1996
                                                                  -----------------      ----------------
<S>                                                               <C>                    <C>             
Net income (loss)....................................             $        (69,733)      $          3,396
                                                                   ---------------        ---------------

Adjustments to  reconcile  net income (loss) to net
   cash  provided by operating activities:
   Depreciation......................................                      517,239                 505,107
   Amortization of discounts on mortgage
     notes payable...................................                       13,512                  12,828
   Amortization of deferred borrowing costs..........                       23,963                  22,415
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       14,581                  18,376
     Accounts receivable.............................                     (121,771)                 (3,729)
     Prepaid expenses and other assets...............                        4,362                   1,010
     Escrow deposits.................................                     (108,231)                (47,868)
     Accounts payable................................                       26,579                  31,251
     Accrued property taxes..........................                      111,285                 113,943
     Accrued expenses................................                      (39,895)                (97,013)
     Accrued interest................................                         (723)                   (720)
     Payable to affiliates - General Partner.........                        8,361                  (3,187)
     Security deposits and deferred rental
       revenue.......................................                       15,259                  (2,773)
                                                                   ---------------          --------------

       Total adjustments.............................                      464,521                 549,640
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        394,788         $       553,036
                                                                   ===============          ==============
</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, 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 three months ended March 31, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil 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:

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

Property management fees - affiliates...........        $ 101,259     $   99,944
Charged to general and administrative -
   affiliates:
   Partnership administration...................           37,526         56,017
                                                         --------      ---------
                                                        $ 138,785     $  155,961
                                                         ========      =========

Charged to General Partner's deficit:
   MID..........................................        $ 120,978     $  129,131
                                                         ========      =========


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.
The Partnership has determined to evaluate market and other economic  conditions
to  establish  the  optimum  time to  commence  an  orderly  liquidation  of the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  At March 31, 1997, the Partnership owned four apartment  properties.
Three of the four Partnership's properties are subject to mortgage notes.




<PAGE>

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

Revenue:

Partnership  revenues  decreased by $29,359 for the three months ended March 31,
1997,  as compared to the same period  last year.  Rental  revenue and  interest
income decreased by $19,878 and $9,481, respectively.

Rental  revenue for the first three months of 1997 was $1,949,655 as compared to
$1,969,533  for the same  period in 1996.  The  decrease  in rental  revenue  of
$19,878 is due to reduced  rental rates and occupancy at Mountain  Shadows.  The
net rental revenue decrease of $56,918 at Mountain  Shadows was offset by rental
increases at the remaining three properties.

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

Expenses:

Partnership expenses increased by $43,770 or 2% for the three months ended March
31, 1997.  Increases  in  utilities,  repairs and  maintenance,  other  property
operating  and  general  and  administrative  expense  were offset by a decrease
in general and administrative-affiliates expense.

Utilities  increased by $17,450 or 18% for the three months ended March 31, 1997
as  compared  to the same  period in 1996.  The  increase  was  mainly due to an
increase in gas & oil rates and usage at Arrowhead Apartments in Kansas.

Repairs  and  maintenance  expense  for the three  months  ended  March 31, 1997
increased by $15,441 or 8% compared to the same period in 1996.  The increase is
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.  A decrease in  furniture  rental at Mountain  Shadows,  results from a
decrease in  corporate  unit leases  where  furniture  is provided by the lease,
offset the overall increase in repairs and maintenance expense.

Other property  operating expenses increased $13,762 or 12% for the three months
ended March 31, 1997,  as compared to 1996.  This increase is due to an increase
in  advertising  at  Arrowhead  and  payment  of a  liability  claim  below  the
deductible at Mountain Shadows.

General and administrative  expenses increased $7,031 or 21% for the first three
months of 1997 as  compared to the same period  last year.  Costs  incurred  for
investor  services  were paid to an unrelated  third party in 1997. In the first
quarter of 1996,  these costs were paid to an affiliate  of the General  Partner
and were included in general and administrative - affiliates.

General and  administrative - affiliates expense decreased by $18,491 or 33% for
the first  three  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, as discussed above.





<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The  Partnership's  primary  source of cash flows is from  operating  activities
which  generated  $394,788 of cash in the first three months of 1997 as compared
to $553,036  for the same period in 1996.  The  decrease in cash of $158,248 was
mainly the result of an decrease in cash  received  from tenants and an increase
in cash paid to suppliers.

The Partnership  expended  $27,961 and $144,350 for capital  improvements to its
properties in the first three months of 1997 and 1996, respectively.

During the first three months of 1997, the  Partnership  paid  distributions  of
$500,004 to the limited partners and MID payments of $120,756.

Short-term liquidity:

At March 31, 1997, the Partnership held cash and cash equivalents of $1,003,049,
down  $359,763  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.

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 evaluate market and other economic  conditions
to  establish  the  optimum  time to  commence  an  orderly  liquidation  of the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  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.





<PAGE>
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, 1997 and 1996, $115,584 and $34, respectively,  was allocated to the General
Partner.  The limited partners received allocations of $(185,317) and $3,362 for
the three months ended March 31, 1997 and 1996, respectively.

During 1997, the limited partners received a cash distribution of $500,004.  The
distribution consisted of funds from operations.  A distribution of $120,978 for
the MID was accrued by the  Partnership  for the period ended March 31, 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).

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.  




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

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 March 31, 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  March 31, 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





May 14, 1997                        By: /s/  Ron K. Taylor
--------------                          ----------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil
                                         Investors, Inc.
                                        (Principal Financial Officer)





May 14, 1997                        By: /s/  Brandon K. Flaming
--------------                          ----------------------------------------
Date                                    Brandon K. Flaming
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)