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      September 30, 1999
                                      ------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-14007
                           ----------



                        MCNEIL REAL ESTATE FUND XX, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         California                                   33-0050225
--------------------------------------------------------------------------------
(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 XX, L.P.

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    September 30,       December 31,
                                                                        1999                1998
                                                                    ------------        ------------
ASSETS
------

Real estate investment:
<S>                                                                 <C>                 <C>
   Land ....................................................        $   392,000         $   392,000
   Buildings and improvements ..............................          4,059,990           3,981,407
                                                                    -----------         -----------
                                                                      4,451,990           4,373,407
   Less:  Accumulated depreciation .........................         (1,696,013)         (1,525,208)
                                                                    -----------         -----------
                                                                      2,755,977           2,848,199

Cash and cash equivalents ..................................          1,710,453           3,070,785
Cash segregated for security deposits ......................             34,066              28,773
Accounts receivable ........................................              5,602               6,603
Escrow deposits ............................................            134,336             180,267
Deferred borrowing costs, net of accumulated
   amortization of $88,882 and $76,154 at
   September 30, 1999 and December 31, 1998,
   respectively ............................................             72,612              85,340
Prepaid expenses and other assets ..........................             10,174               5,500
                                                                    -----------         -----------
                                                                    $ 4,723,220         $ 6,225,467
                                                                    ===========         ===========

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

Mortgage note payable, net .................................        $ 2,570,101         $ 2,613,312
Accounts payable and other accrued expenses ................             60,559              52,848
Accrued property taxes .....................................            107,194             142,490
Payable to affiliates ......................................            368,695             376,849
Security deposits and deferred rental revenue ..............             35,563              27,702
                                                                    -----------         -----------
                                                                      3,142,112           3,213,201
                                                                    -----------         -----------

Partners' equity (deficit):
   Limited  partners  - 60,000  limited  partnership
     units  authorized;  49,512 limited partnership
     units issued and outstanding at September 30,
     1999 and December 31, 1998 ............................          1,864,297           3,296,145
   General Partner .........................................           (283,189)           (283,879)
                                                                    -----------         -----------
                                                                      1,581,108           3,012,266
                                                                    -----------         -----------
                                                                    $ 4,723,220         $ 6,225,467
                                                                    ===========         ===========
</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 XX, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended                  Nine Months Ended
                                                   September 30,                       September 30,
                                           ----------------------------        ----------------------------
                                              1999               1998              1999             1998
                                           ----------        ----------        ----------        ----------
Revenue:
<S>                                        <C>               <C>               <C>               <C>
   Rental revenue .................        $  350,079        $  320,966        $  998,464        $  967,846
   Interest income on mortgage
    loan investments ..............                --            42,092                --           180,872
   Interest income on mortgage
    loan investments - affiliate ..                --                --                --           108,214
   Other interest income ..........            18,518            93,607            70,672           178,719
   Gain on extinguishment of
    mortgage loan investment ......                --                --                --         1,025,833
                                           ----------        ----------        ----------        ----------
      Total revenue ...............           368,597           456,665         1,069,136         2,461,484
                                           ----------        ----------        ----------        ----------

Expenses:
   Interest .......................            59,714            60,677           180,166           182,975
   Depreciation ...................            56,919            57,626           170,805           176,863
   Property taxes .................            35,826            41,046           107,478           118,984
   Personnel costs ................            37,120            37,242           116,007           111,316
   Utilities ......................            17,125            23,175            56,928            63,350
   Repairs and maintenance ........            25,407            30,005            85,669            87,283
   Property management
    fees - affiliates .............            16,376            15,944            48,131            45,976
   Other property operating
    expenses ......................            14,493            20,835            44,717            57,127
   General and administrative .....            16,840            39,384            54,874           202,584
   General and administrative -
    affiliates ....................            47,717            30,412           135,318           161,538
                                           ----------        ----------        ----------        ----------
      Total expenses ..............           327,537           356,346         1,000,093         1,207,996
                                           ----------        ----------        ----------        ----------

Net income ........................        $   41,060        $  100,319        $   69,043        $1,253,488
                                           ==========        ==========        ==========        ==========

Net income allocable
   to limited partners ............        $   40,650        $   99,316        $   68,353        $1,240,953
Net income allocable
   to General Partner .............               410             1,003               690            12,535
                                           ----------        ----------        ----------        ----------
Net income ........................        $   41,060        $  100,319        $   69,043        $1,253,488
                                           ==========        ==========        ==========        ==========

Net income per limited
   partnership unit ...............        $      .82        $     2.00        $     1.38        $    25.06
                                           ==========        ==========        ==========        ==========

Distributions per limited
   partnership unit ...............        $       --        $   116.14        $    30.30        $   146.08
                                           ==========        ==========        ==========        ==========
</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 XX, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

              For the Nine Months Ended September 30, 1999 and 1998


<TABLE>
<CAPTION>
                                                                                            Total
                                                    General             Limited            Partners'
                                                    Partner             Partners         Equity (Deficit)
                                                  ------------        ------------       ----------------
<S>                                               <C>                 <C>                 <C>
Balance at December 31, 1997 .............        $  (296,465)        $ 9,282,684         $ 8,986,219

Net income ...............................             12,535           1,240,953           1,253,488

Distributions to limited partners ........                 --          (7,232,590)         (7,232,590)
                                                  -----------         -----------         -----------

Balance at September 30, 1998 ............        $  (283,930)        $ 3,291,047         $ 3,007,117
                                                  ===========         ===========         ===========


Balance at December 31, 1998 .............        $  (283,879)        $ 3,296,145         $ 3,012,266

Net income ...............................                690              68,353              69,043

Distributions to limited partners.........                 --          (1,500,201)         (1,500,201)
                                                  -----------         -----------         -----------

Balance at September 30, 1999 ............        $  (283,189)        $ 1,864,297         $ 1,581,108
                                                  ===========         ===========         ===========

</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 XX, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,
                                                           --------------------------------
                                                               1999                1998
                                                           ------------        ------------
Cash flows from operating activities:
<S>                                                        <C>                 <C>
   Cash received from tenants .....................        $ 1,006,266         $ 1,006,444
   Cash paid to suppliers .........................           (344,016)           (539,235)
   Cash paid to affiliates ........................           (191,603)            (91,780)
   Interest received ..............................             70,672             375,076
   Interest received from affiliate ...............                 --             184,958
   Interest paid ..................................           (161,079)           (165,000)
   Property taxes paid ............................               (284)               (280)
   Property taxes escrowed ........................           (111,595)           (115,800)
                                                           -----------         -----------
Net cash provided by operating activities .........            268,361             654,383
                                                           -----------         -----------

Cash flows from investing activities:
   Additions to real estate investment ............            (78,583)            (47,877)
   Collection of principal on mortgage loan
     investments ..................................                 --              53,364
   Proceeds from payoff of mortgage loan
     investment ...................................                 --           4,241,181
   Collection of principal on mortgage loan
     investments - affiliate ......................                 --               9,126
   Proceeds from payoff of mortgage loan
     investments - affiliate ......................                 --           3,570,896
                                                           -----------         -----------
Net cash provided by (used in) investing
      activities ..................................            (78,583)          7,826,690
                                                           -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage note payable ....            (49,909)            (46,017)
   Distributions to limited partners ..............         (1,500,201)         (7,232,590)
                                                           -----------         -----------
Net cash used in financing activities .............         (1,550,110)         (7,278,607)
                                                           -----------         -----------

Net increase (decrease) in cash and cash
   equivalents ....................................         (1,360,332)          1,202,466

Cash and cash equivalents at beginning of
   period .........................................          3,070,785           1,824,293
                                                           -----------         -----------

Cash and cash equivalents at end of period ........        $ 1,710,453         $ 3,026,759
                                                           ===========         ===========

</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 XX, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                        September 30,
                                                              -------------------------------
                                                                  1999               1998
                                                              ------------        -----------
<S>                                                           <C>                 <C>
Net income ...........................................        $    69,043         $ 1,253,488
                                                              -----------         -----------

Adjustments to reconcile  net income to net cash
   provided  by  operating activities:
   Depreciation ......................................            170,805             176,863
   Amortization of deferred borrowing costs ..........             12,728              11,949
   Amortization of discount on mortgage note
     payable .........................................              6,698               6,366
   Gain on extinguishment of mortgage loan
     investment ......................................                 --          (1,025,833)
   Changes in assets and liabilities:
     Cash segregated for security deposits ...........             (5,293)              1,914
     Accounts receivable .............................              1,001             134,062
     Escrow deposits .................................             45,931              24,207
     Prepaid expenses and other assets ...............             (4,674)                 --
     Accounts payable and other accrued
       expenses ......................................              7,711             (18,694)
     Accrued property taxes ..........................            (35,296)            (18,065)
     Payable to affiliates ...........................             (8,154)            115,734
     Deferred revenue ................................                 --              (7,175)
     Security deposits and deferred rental
       revenue .......................................              7,861                (433)
                                                              -----------         -----------

       Total adjustments .............................            199,318            (599,105)
                                                              -----------         -----------

Net cash provided by operating activities ............        $   268,361         $   654,383
                                                              ===========         ===========

</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 XX, L.P.

                          Notes to Financial Statements
                                   (Unaudited)

                               September 30, 1999

NOTE 1.
-------

McNeil  Real  Estate  Fund  XX,  L.P.  (the  "Partnership"),  formerly  known as
Southmark  Income  Investors,  Ltd., was organized on July 19, 1984 as a limited
partnership  under the  provisions of the  California  Revised  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  ("McNeil").  The principal  place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, 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, 1999
are not necessarily indicative of the results to be expected for the year ending
December 31, 1999.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1998,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XX, L.P.,  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 the gross rental
receipts for its properties to McNeil Real Estate Management,  Inc.  ("McREMI"),
an affiliate of the General Partner, for providing property management services.

Under the terms of its partnership agreement, the Partnership pays a disposition
fee to an  affiliate  of the General  Partner  equal up to 3% of the gross sales
price  for  brokerage  services  performed  in  connection  with the sale of the
Partnership's  properties,  provided,  however,  that in no event shall all real
estate  commissions  (including the disposition  fee) paid to all persons exceed
the amount customarily charged in similar arms-length  transactions.  The fee is
due and payable at the time the sale closes.  The Partnership  incurred $124,500
of such  fees  during  1997  in  connection  with  the  sale of 1130  Sacramento
Condominiums.  This amount represents 2.65% of the gross sales price. These fees
were  paid in the  first  quarter  of 1999  and  were  included  in  payable  to
affiliates on the Balance Sheet at December 31, 1998.

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



<PAGE>
The  Partnership  is paying an asset  management  fee  which is  payable  to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  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. The fee percentage decreases to .75% in 2000,
 .50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees
of $208,977 and $148,528 were outstanding at September 30, 1999 and December 31,
1998, respectively.

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

<TABLE>
<CAPTION>
                                                              Nine Months Ended
                                                                 September 30,
                                                          ------------------------
                                                            1999            1998
                                                          --------        --------

<S>                                                       <C>             <C>
Property management fees .........................        $ 48,131        $ 45,976
Charged to general and administrative -
   affiliates:
   Partnership administration ....................          64,392          81,188
   Asset management fee ..........................          70,926          80,350
                                                          --------        --------
                                                          $183,449        $207,514
                                                          ========        ========
</TABLE>

Payable to  affiliates  at September  30, 1999 and  December 31, 1998  consisted
primarily of unpaid  property  management  fees,  disposition  fees (1998 only),
Partnership general and administrative expenses and asset management fees and is
due and payable from current operations.

NOTE 4.
-------

The  Partnership's  mortgage loan  investments - affiliate were secured by first
and second  liens on Fort Meigs  Plaza  Shopping  Center,  which was owned by an
affiliate of the General  Partner.  On April 20, 1998, Fort Meigs Plaza was sold
to a  non-affiliate  for a gross sales price of $3.8  million.  The  Partnership
received  $3,615,353  as  payment  in  full  for  both  principal  and  interest
receivable on the loans,  which represented the available cash proceeds from the
sale of the  property.  $3,570,896  of this payment was applied to the principal
balance of the loans and the remaining  $44,457 was applied to accrued  interest
receivable.








<PAGE>
NOTE 5.
-------

The  mortgage  loan  investment  secured by  Idlewood  Nursing  Home  matured in
February  1998. On May 1, 1998, the  Partnership  received $2.4 million from the
borrower as payment in full for both  principal  and interest  receivable on the
loan (the actual balance of the loan was greater than the book value). Since the
Partnership  owned an 83%  participation  interest in the note,  $408,000 of the
$2.4 million  settlement was paid to the owner of the remaining 17% of the note,
resulting in a net $1,992,000 received as payment on the note.

NOTE 6.
-------

On August 20, 1998, the Partnership  received  $2,541,572 as payment in full for
both principal and interest  receivable on the mortgage loan investment  secured
by  Lakeland  Nursing  Home.  Since the  Partnership  owned a 90%  participation
interest  in the  note,  $254,157  of the  payoff  was paid to the  owner of the
remaining 10% of the note. Of the $2,287,415 net proceeds  received,  $2,249,181
was applied to the principal  balance of the loan and the  remaining  amount was
applied to accrued interest receivable.

NOTE 7.
-------

On June 24, 1999, the Partnership and 18 affiliated  partnerships,  collectively
(the "Partnerships"),  the General Partner, McNeil Investors,  Inc., McNeil Real
Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil
entered into a definitive  acquisition  agreement (the "Master  Agreement") with
WXI/McN Realty L.L.C.  ("Newco"),  an affiliate of Whitehall  Street Real Estate
Limited Partnership XI, a real estate investment fund managed by Goldman,  Sachs
& Co., whereby Newco and its  subsidiaries  will acquire the  Partnerships.  The
Master Agreement provides that the Partnerships will be merged with subsidiaries
of Newco.  The Master  Agreement also provides for the  acquisition by Newco and
its  subsidiaries of the assets of McREMI.  The aggregate  consideration  in the
transaction,  including the assumption or prepayment of all outstanding mortgage
debt of the Partnerships, is approximately $644,440,000.

Pursuant  to the terms of the Master  Agreement,  the  limited  partners  in the
Partnership  will  receive  cash on the  closing  date of the  transaction  (the
"Closing  Date")  in  exchange  for  their  limited  partnership  interests.  In
addition,  the  Partnership  will declare a special  distribution to its limited
partners  on the Closing  Date equal to its then  positive  net working  capital
balance, if any. The estimated  aggregate  consideration and net working capital
distribution  to be  received  per unit of limited  partnership  interest in the
Partnership were estimated as $92.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.


<PAGE>
On the Closing Date,  the General  Partner of the  Partnership,  will receive an
equity  interest  in  Newco in  exchange  for its  contribution  to Newco of the
general  partnership  interests  in the  Partnerships,  the limited  partnership
interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the
assets of McREMI.

The  Partnership's  participation  in the transaction is subject to, among other
conditions,  the  approval  by  a  majority  of  the  limited  partners  of  the
Partnership.

In some circumstances,  as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000,  if the
Master Agreement is terminated with respect to one or more of the  Partnerships.
In the case of termination of the Master Agreement in these circumstances,  each
of the  Partnerships  with  respect  to  which  the  Master  Agreement  has been
terminated  will be severally,  but not jointly,  liable for payment to Newco of
its  respective  break-up  fee.  The  break-up  fee ratably  calculated  for the
Partnership is $179,226.

All previous costs associated with this transaction had been allocated among the
Partnerships  and McREMI based on the relative  number of  properties  contained
therein.  On June 24, 1999,  a fairness  opinion (the  "Fairness  Opinion")  was
rendered by Robert A. Stanger & Co., Inc., an independent  financial advisor, to
the  effect  that  the  aggregate  consideration  to be  paid  for  the  general
partnership   interests  and  limited  partnership   interests  in  all  of  the
Partnerships  and the assets of McREMI is fair from a financial point of view to
the  holders  of each  class  of  limited  partnership  interests.  Based on the
relative values as set forth in the Fairness Opinion,  the Partnership  recorded
an adjustment to general and  administrative  expenses during the second quarter
of 1999 in the amount of  $(121,397) to reflect the  reallocation  of previously
paid transaction costs among the Partnerships and McREMI.

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

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

There has been no  significant  change in the  operations  of  Sterling  Springs
Apartments,  the Partnership's  only property.  The Partnership's  mortgage loan
investments  - affiliate  secured by Fort Meigs Plaza were repaid in April 1998.
The Partnerships two mortgage loan investments  secured by Idlewood Nursing Home
and Lakeland Nursing Home were repaid in May 1998 and August 1998, respectively.

The Partnership reported net income of $69,043 for the first nine months of 1999
as compared to  $1,253,488  for the same period in 1998.  Revenues for the first
nine months of 1999 decreased to $1,069,136  from  $2,461,484 for the first nine
months of 1998, while expenses were $1,000,093 for the first nine months of 1999
as compared to $1,207,996 for the same period in 1998.

Net cash provided by operating activities was $268,361 for the nine months ended
September 30, 1999. The Partnership  expended $78,583 for capital  improvements,
made $49,909 in principal  payments on its mortgage note payable and distributed
$1,500,201 to the limited partners. Cash and cash equivalents totaled $1,710,453
at September 30, 1999, a net decrease of $1,360,332 from the balance at December
31, 1998.

<PAGE>
RECENT DEVELOPMENTS
-------------------

On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership)
and WXI/McN Realty L.L.C.,  an affiliate of Whitehall Street Real Estate Limited
Partnership XI ("Whitehall"),  a real estate investment fund managed by Goldman,
Sachs & Co.,  announced  that they have entered  into a  definitive  acquisition
agreement  whereby the Whitehall  affiliate will acquire by merger nineteen real
estate  limited  partnerships  operated by McNeil  Partners,  L.P. and Robert A.
McNeil.  The limited  partnerships  involved are the Partnership and McNeil Real
Estate Funds IX, X, XI, XII,  XIV, XV, XXI,  XXII,  XXIII,  XXIV,  XXV, XXVI and
XXVII,  Hearth Hollow  Associates,  McNeil Midwest  Properties I, L.P.,  Regency
North Associates,  Fairfax Associates and McNeil Summerhill  (collectively,  the
"Partnerships").  The  Partnerships  (other than Fairfax  Associates  and McNeil
Summerhill  which are wholly-owned by Robert A. McNeil and related parties) will
be merged with  subsidiaries of WXI/McN Realty L.L.C. The acquisition  agreement
also provides for the  acquisition  by WXI/McN  Realty  L.L.C.  of the assets of
McNeil Real Estate Management,  Inc. ("McREMI").  The aggregate consideration in
the transaction, including all outstanding mortgage debt of the Partnerships, is
approximately $644,440,000.

Pursuant to the terms of the acquisition agreement, the limited partners in each
of the  Partnerships  (other than those  wholly-owned  by Robert A. McNeil) will
receive  cash on the  closing  date of the  transaction  in  exchange  for their
limited partnership interests. In addition, each Partnership will make a special
distribution  to its limited  partners on the  closing  date of the  transaction
equal to its then net positive  working capital balance.  McNeil Partners,  L.P.
will receive an equity  interest in WXI/McN  Realty  L.L.C.  in exchange for its
contribution  of its general  partnership  interests  in the  Partnerships,  the
limited partnership interests in its wholly-owned Partnerships and the assets of
McREMI.

The proposed  transaction  follows an extensive  marketing effort by PaineWebber
Incorporated, exclusive financial advisor to the Partnerships.

The  transaction  has been  unanimously  approved by the Board of  Directors  of
McNeil  Investors,  Inc.,  the general  partner of McNeil  Partners,  L.P.,  the
general partner of each of the Partnerships other than Regency North Associates,
Fairfax  Associates and McNeil  Summerhill.  The respective  general partners of
Regency North  Associates,  Fairfax  Associates and McNeil  Summerhill also have
approved the transaction. The Board of Directors of McNeil Investors, Inc. based
its approval upon, among other things, the recommendation of a Special Committee
of the Board,  appointed at the beginning of the  discussions  with Whitehall to
represent the interests of holders of limited  partnership  interests in each of
the Partnerships.  In addition,  the Special Committee and the Board relied upon
fairness  opinions given by Robert A. Stanger & Co., Inc.  ("Stanger & Co."), an
independent  financial  advisor  to the  Partnerships,  to the  effect  that the
aggregate  consideration  is  fair  to the  holders  of each  class  of  limited
partnership  interests  in each of the  Partnerships.  The  Special  Committee's
recommendation  was also  based upon the  separate  opinions  of Eastdil  Realty
Company ("Eastdil"), the independent financial advisor to the Special Committee.
Stanger & Co. and Eastdil have each also  rendered an opinion that the aggregate
consideration  to be paid for the  general  partnership  interests  and  limited
partnership  interests  in all of the  Partnerships  and the assets of McREMI is
fair from a  financial  point of view to the  holders  of each  class of limited
partnership interests in each of the Partnerships.



<PAGE>
Each of the Partnerships'  participation in the transaction is subject to, among
other  conditions,  the  approval by a majority  of the limited  partners of the
respective   Partnerships.   The  approval  of  the  limited   partners  of  the
Partnerships  will be sought at meetings to be held in the coming  months  after
the filing of proxy statements with the Securities and Exchange  Commission with
respect to the publicly traded Partnerships, and the subsequent mailing of proxy
statements to the limited partners. Preliminary proxy statements were filed with
the SEC on August 3, 1999 and amended proxy  statements were filed September 30,
1999, October 21, 1999 and November 10, 1999.

The aggregate  consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI,  based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil.  Based upon this allocation  analysis
and the fairness  opinions  rendered by Stanger & Co. and  Eastdil,  the Special
Committee,  the Board of Directors of McNeil  Investors,  Inc.,  the  respective
general  partners of Regency North  Associates,  Fairfax  Associates  and McNeil
Summerhill  have each  unanimously  approved  the  allocation  of the  aggregate
consideration.   The  estimated  aggregate  consideration  and  working  capital
distribution  to be  received  per unit of limited  partnership  interest of the
Partnership were estimated as $92.

McNeil Partners,  L.P. will contribute its real estate investment and management
company  business to a  subsidiary  of WXI/McN  Realty,  L.L.C.,  along with its
general  partnership  interests in the Partnerships and its limited  partnership
interests in the wholly-owned Partnerships, having an aggregate allocated value,
as  determined  by  Stanger  &  Co.,  of  approximately  $58,640,000,  of  which
approximately  $29,400,000  reflects  balances due to McNeil Partners,  L.P. and
McREMI as reflected on the  Partnerships'  financial  statements as of March 31,
1999.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds
sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with
public and private investors, to acquire real estate worldwide.

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

Revenue:

Total revenue  decreased by $88,068 and $1,392,348 for the three and nine months
ended September 30, 1999, respectively, as compared to the same periods in 1998.
The  decrease  was  mainly  due to a gain on  extinguishment  of  mortgage  loan
investment  recognized  in 1998.  In addition,  there was a decrease in interest
income on mortgage loan  investments,  mortgage loan investments - affiliate and
other interest income, as discussed below.


<PAGE>
Interest income on mortgage loan  investments  recognized in 1998 relates to the
Lakeland Nursing Home mortgage loan investment, which was repaid by the borrower
in August 1998.  For the three and nine months  ended  September  30, 1998,  the
Partnership  recorded  $42,092 and $180,872,  respectively,  of interest  income
related to this loan. No such interest  income on mortgage loan  investments was
recorded in the three and nine months ended  September  30,  1999.  Although the
Idlewood  Nursing Home mortgage loan  investment was also repaid by the borrower
in 1998, no interest was accrued on this loan in 1998.

Interest  income on mortgage  loan  investments  - affiliate  recognized in 1998
relates to the Fort Meigs Plaza mortgage loan investments,  which were repaid by
the borrower in April 1998. The Partnership recorded $108,214 of interest income
related to these loans in the first quarter of 1998. No interest  income related
to these loans was recorded in the second  quarter of 1998 as it was  determined
to be uncollectible.

Other interest  income  decreased by $75,089 and $108,047 for the three and nine
months ended September 30, 1999,  respectively,  as compared to the same periods
in 1998,  due to a decrease in cash  available for  short-term  investment.  The
Partnership  held  approximately  $1.7 million of cash and cash  equivalents  at
September  30, 1999 as compared to  approximately  $3.0 million at September 30,
1998.

Expenses:

Total  expenses for the three and nine month  periods  ended  September 30, 1999
decreased by $28,809 and $207,903, respectively, in relation to the same periods
in 1998.  The decrease was mainly due to decreases in utilities,  other property
operating  expenses,   general  and  administrative  expenses  and  general  and
administrative affiliates, as discussed below.

For the three and nine months ended September 30, 1999,  utilities  decreased by
$6,050 and $6,422, respectively, as compared to the same periods in 1998, mainly
due to a decrease in water usage in the most recent quarter.

Other property  operating expenses decreased by $6,342 and $12,410 for the three
and nine months ended September 30, 1999, respectively,  as compared to the same
periods in the prior year. The decrease was mainly due to a decrease in property
insurance costs at Sterling Springs Apartments in 1999.

General  and  administrative  expenses  for the  three  and  nine  months  ended
September 30, 1999 decreased by $22,544 and $147,710,  respectively, in relation
to the same  periods  in 1998.  The  decrease  was  mainly  due to a  $(121,397)
reallocation of previously paid  transaction  costs among the  Partnerships  and
McREMI in the second quarter of 1999, as discussed in Item 1, Note 7.

General  and  administrative  expenses -  affiliates  increased  by $17,305  and
decreased by $26,220 for the three and nine month  periods  ended  September 30,
1999,  respectively,  in  relation  to the same  periods  in 1998.  The  overall
decrease was mainly due to a decrease in asset  management fees due to a decline
in the tangible asset value of the Partnership, on which the fees are based, due
to the payoff of the  Partnership's  mortgage loan investments and mortgage loan
investments - affiliate in 1998.






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

The Partnership  generated $268,361 of cash through operating activities for the
first nine months of 1999 as compared  to  $654,383  generated  during the first
nine months of 1998.  The  decrease in 1999 was  partially  due to a decrease in
interest  received on the Lakeland Nursing Home loan and interest  received from
an  affiliate  on the Fort Meigs Plaza loans (see  discussions  of  decreases in
interest  income on mortgage loan  investments  and mortgage loan  investments -
affiliate,  above).  In addition,  the Partnership  paid $124,500 of disposition
fees to the General Partner in the first quarter of 1999 as discussed in Item 1,
Note 3. These decreases in cash provided by operating  activities were partially
offset by a decrease in cash paid to  suppliers  due to a decline in general and
administrative expenses, as discussed above.

The  Partnership  expended  $78,583 and $47,877 for additions to its real estate
investment in the first nine months of 1999 and 1998, respectively.  The greater
amount spent in the first nine months of 1999 was mainly due to the  replacement
of retaining walls at Sterling Springs Apartments.

In the first nine months of 1998, the Partnership collected $53,364 of principal
on mortgage loan  investments.  No such  collections were made in 1999 since the
Idlewood  Nursing Home loan was repaid in May 1998 and the Lakeland Nursing Home
loan was repaid in August 1998.

In May 1998,  the  Partnership  received a net  $1,992,000  from the borrower as
payment  in  full  for  both  principal  and  interest  receivable  on  its  83%
participation interest in the Idlewood Nursing Home mortgage loan investment. In
August 1998,  the  Partnership  received a net  $2,249,181  from the borrower as
payment  in  full  for  both  principal  and  interest  receivable  on  its  90%
participation interest in the Lakeland Nursing Home mortgage loan investment.
No such repayments were received in the first nine months of 1999.

In April 1998,  the  Partnership  received  $3,570,896  to payoff the  principal
balance of the Fort Meigs Plaza mortgage loan  investments - affiliate.  No such
repayments were received in the first nine months of 1999.

The Partnership  distributed  $1,500,201 and $7,232,590 to the limited  partners
during the nine months ended September 30, 1999 and 1998, respectively.

Short-term liquidity:

At  September  30,  1999,  the  Partnership  held cash and cash  equivalents  of
$1,710,453.  This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its remaining property.

In 1999,  operation  of  Sterling  Springs  Apartments  is  expected  to provide
sufficient  positive cash flow for normal  operations.  Management  will perform
routine  repairs and  maintenance  on the  property  to  preserve  its value and
competitiveness in the market.  Capital improvements to Sterling Springs in 1999
are expected to be funded from operations of the property.

Additional efforts to maintain and improve  Partnership  liquidity have included
continued attention to property management activities. The objective has been to
obtain maximum  occupancy  rates while holding  expenses to levels  necessary to
maximize  cash flows.  The  Partnership  has made  capital  expenditures  on its
property where  improvements were expected to increase the  competitiveness  and
marketability of the property.

<PAGE>
Long-term liquidity:

The  Partnership's  property,  Sterling Springs  Apartments,  is encumbered with
mortgage debt. The mortgage is not due until 2003.

While the outlook for  maintenance of adequate levels of liquidity is favorable,
should  operations  deteriorate and present cash resources be  insufficient  for
current needs,  the Partnership  would require other sources of working capital.
No such sources have been identified.  The Partnership has no established  lines
of  credit  from  outside  sources.  Other  possible  actions  to  resolve  cash
deficiencies  include  refinancings,  deferral  of capital  expenditures  on the
Partnership's  property except where  improvements  are expected to increase the
competitiveness  and  marketability  of the property,  arranging  financing from
affiliates  or the  ultimate  sale of the  property.  See "Recent  Developments"
above.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for periods after  September 30, 1999. All of these  statements are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate the sale or refinancing of its
property and respond to changing economic and competitive factors.

YEAR 2000 DISCLOSURE
--------------------

State of readiness
------------------

The year 2000 problem is the result of computer programs being written using two
digits rather than four to define the  applicable  year.  Any programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.

Management has assessed its  information  technology  ("IT")  infrastructure  to
identify  any systems  that could be affected by the year 2000  problem.  The IT
used by the  Partnership  for  financial  reporting and  significant  accounting
functions was made year 2000 compliant  during recent systems  conversions.  The
software  utilized for these  functions  is licensed by third party  vendors who
have warranted that their systems are year 2000 compliant.

Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties.  Management has inventoried all
such systems and queried suppliers,  vendors and manufacturers to determine year
2000  compliance.  Based on this review,  management  believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative  suppliers who will be
in compliance.  Management believes that the remediation of any outstanding year
2000  conversion  issues  will not have a  material  or  adverse  effect  on the
Partnership's operations.  However, no estimates can be made as to the potential
adverse impact  resulting from the failure of third party service  providers and
vendors to be year 2000 compliant.
<PAGE>
Cost
----

The cost of IT and  embedded  technology  systems  testing  and  upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded  over the last three years,  all such systems were  compliant,  or made
compliant at no additional cost by third party vendors.  Management  anticipates
the costs of assessing,  testing, and if necessary replacing embedded technology
components will be less than $50,000.  Such costs will be funded from operations
of the Partnership.

Risks
-----

Ultimately,  the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is  addressed  by  government  agencies  and  entities  that
provide services or supplies to the  Partnership.  Management has not determined
the most likely worst case scenario to the  Partnership.  As management  studies
the findings of its property  systems  assessment and testing,  management  will
develop  a better  understanding  of what  would  be the  worst  case  scenario.
Management  believes  that  progress  on all  areas is  proceeding  and that the
Partnership  will  experience  no  adverse  effect  as a result of the year 2000
issue. However, there is no assurance that this will be the case.

Contingency plans
-----------------

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance. Management has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
-------    -----------------

1)   James    F. Schofield,  Gerald   C. Gillett,  Donna    S. Gillett,  Jeffrey
     Homburger, Elizabeth Jung, Robert Lewis, and Warren Heller et al. v. McNeil
     Partners L.P., McNeil Investors, Inc., McNeil Real Estate Management, Inc.,
     Robert A. McNeil,  Carole J. McNeil,  McNeil  Pacific  Investors Fund 1972,
     Ltd.,  McNeil Real Estate Fund IX,  Ltd.,  McNeil Real Estate Fund X, Ltd.,
     McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XII, Ltd., McNeil
     Real Estate Fund XIV, Ltd.,  McNeil Real Estate Fund XV, Ltd.,  McNeil Real
     Estate Fund XX, L.P., McNeil Real Estate Fund XXI, L.P., McNeil Real Estate
     Fund XXII, L.P.,  McNeil Real Estate Fund XXIII,  L.P.,  McNeil Real Estate
     Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., McNeil Real Estate Fund
     XXVI,  L.P.,  and McNeil  Real  Estate  Fund  XXVII,  L.P.,  Hearth  Hollow
     Associates, McNeil Midwest Properties I, L.P. and Regency North Associates,
     L.P.,  - Superior  Court of the State of  California  for the County of Los
     Angeles, Case No. BC133799 (Class and Derivative Action Complaint).



<PAGE>
     The action  involves  purported  class and  derivative  actions  brought by
     limited  partners  of each of the limited  partnerships  that were named as
     nominal defendants as listed above (the "Partnerships").  Plaintiffs allege
     that McNeil Investors,  Inc., its affiliate McNeil Real Estate  Management,
     Inc.  ("McREMI")  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.  The Court  granted  Defendants'
     demurrer,  dismissing the consolidated and amended  complaint with leave to
     amend. On October 31, 1997, the Plaintiffs filed a second  consolidated and
     amended  complaint.  The case was stayed  pending  settlement  discussions.
     Because the settlement contemplated a transaction which included all of the
     Partnerships  and plaintiffs  claimed that an effort should be made to sell
     all of the  Partnerships,  in or around September 1998,  plaintiffs filed a
     third  consolidated and amended  complaint which included  allegations with
     respect to the  Partnerships  which had not been named in previously  filed
     complaints.

     On September 15, 1998, the parties signed a Stipulation of Settlement.  For
     purposes of settlement,  the parties stipulated to a class comprised of all
     owners of  limited  partner  units in the  Partnerships  during  the period
     beginning June 21, 1991, the earliest date that proxy materials began to be
     issued in connection with the  restructuring of the  Partnerships,  through
     September 15, 1998. As structured,  the Stipulation of Settlement  provided
     for the payment of over $35 million in distributions  and the commitment to
     market the Partnerships for sale, together with McREMI,  through a fair and
     impartial bidding process overseen by a national  investment  banking firm.
     To ensure the integrity of that  process,  defendants  agreed,  among other
     things, to involve  plaintiffs'  counsel in oversight of that process,  and
     plaintiffs'  counsel  retained  an  independent  advisor to  represent  the
     interests  of  limited  partners  of the  Partnerships  in the  event  of a
     transaction. The transaction described in Item 2 - Recent Developments is a
     result  of  that  process.  The  settlement  was  not  conditioned  on  the
     consummation of this transaction.





<PAGE>
     On October 6, 1998, the court gave preliminary  approval to the settlement.
     It granted final  approval to the  settlement on July 8, 1999 and entered a
     Final Order and Judgment dismissing the consolidated action with prejudice.
     As a condition  of final  approval,  the court  requested,  and the parties
     agreed  to, a slight  modification  of the  release in the  Stipulation  of
     Settlement  with respect to future claims.  Plaintiffs'  counsel intends to
     seek an order awarding  attorneys' fees and reimbursing their out-of-pocket
     expenses in an amount which is as yet undetermined. Fees and expenses shall
     be  allocated  amongst the  Partnerships  on a pro rata  basis,  based upon
     tangible  asset  value of each such  partnership,  less total  liabilities,
     calculated in accordance  with the Amended  Partnership  Agreements for the
     quarter most recently ended. A Notice of Appeal was filed September 3, 1999
     by High River  Limited  Partnership,  Unicorn  Associates  Corporation  and
     Longacre Corporation.

2)   High   River   Limited   Partnership,  Unicorn  Associates  Corporation and
     Longacre  Corporation,  et al. v. McNeil Partners,  L.P.  ("MPLP"),  McNeil
     Investors, Inc., McNeil Real Estate Management,  Inc. (McREMI"),  Robert A.
     McNeil  and  Carole J.  McNeil,  - Supreme  Court of the State of New York,
     County of New York, - Index No. 99 603526.

     On July 23,  1999,  High  River and two other  affiliates  of Carl C. Icahn
     (Unicorn  Associates  Corporation  and  Longacre   Corporation),   filed  a
     complaint for damages in the Supreme Court of the State of New York, County
     of New York.  Plaintiffs allege that the defendants  improperly  interfered
     with  tender  offers made by High River for  limited  partner  units in the
     Partnership  and other  affiliated  partnerships  in which  MPLP  serves as
     General Partner (the "McNeil Partnerships"), by, among other things, filing
     purportedly  frivolous  litigation  to delay High River's  offers,  issuing
     purportedly  false  and  misleading  statements  opposing  the  offers  and
     purportedly  forcing  High River itself to file  litigation  to enforce its
     rights. High River also alleges that as a result the defendants caused High
     River to incur undue expense and that the defendants  ultimately  prevented
     High River  from  acquiring  a greater  number of  limited  partner  units.
     Plaintiffs also allege that the defendants  improperly  excluded High River
     from  participating  in the  auction  process  for the  sale of the  McNeil
     Partnerships,  and otherwise took steps to prevent its participation in the
     auction.  In  addition,  plaintiffs,  who are limited  partners  in,  among
     others,  McNeil  Funds IX, X, XI, XII,  XIV, XV, XX,  XXIV,  XXV,  XXVI and
     XXVII, have also sued the defendants based on their status as opt-outs from
     the  Schofield  settlement.  Plaintiffs  seek  undisclosed  damages  and an
     accounting.

     On July 30, 1999,  defendants  filed an answer to the High River Complaint,
     denying  each and every  material  allegation  contained  in the High River
     Complaint   and  asserting   several   affirmative   defenses.   Settlement
     negotiations are underway.

3)   HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young,  BDO Seidman et
     al. (Case  #92-06560-A).  This suit was filed on behalf of the  Partnership
     and other  affiliated  partnerships  (as  defined  in this  Section  3, the
     "Affiliated  Partnerships")  on May 26, 1992, in the 14th Judicial District
     Court  of  Dallas  County.   The  petition  sought  recovery   against  the
     Partnership's  former auditors,  Ernst & Young, for negligence and fraud in
     failing to detect and/or report  overcharges of fees/expenses by Southmark,
     the  former  general  partner.   The  former  auditors  initially  asserted
     counterclaims   against  the  Affiliated   Partnerships  based  on  alleged
     fraudulent misrepresentations made to the auditors by the former management

<PAGE>
     of  the  Affiliated   Partnerships   (Southmark)  in  the  form  of  client
     representation  letters executed and delivered to the auditors by Southmark
     management.  The counterclaims sought recovery of attorneys' fees and costs
     incurred in defending this action.  The counterclaims  were later dismissed
     on appeal, as discussed below.

     The  trial  court  granted   summary   judgment   against  the   Affiliated
     Partnerships based on the statute of limitations;  however,  on appeal, the
     Dallas Court of Appeals reversed the trial court and remanded for trial the
     Affiliated  Partnerships'  fraud claims  against  Ernst & Young.  The Texas
     Supreme  Court  denied  Ernst &  Young's  application  for writ of error on
     January 11, 1996. Shortly before trial, the district court judge once again
     granted summary judgment against the Affiliated Partnerships on December 2,
     1996.  Hearing and oral  argument  before the Court of Appeals was heard on
     January 26, 1999. Judgment was entered in favor of the partnerships on June
     25,  1999 and the case was once  again  remanded  to the Trial  Court.  The
     General  Partner is  investigating  whether it is in the limited  partners'
     best interest to continue to pursue this case.

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

(a)      Exhibits.

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

         4.                         Amended and  Restated   Limited  Partnership
                                    Agreement     dated     March     30,  1992.
                                    (Incorporated  by  reference  to the Current
                                    Report  of  the registrant on Form 8-K dated
                                    March 30, 1992, as filed on April 10, 1992).

         11.                        Statement   regarding   computation  of  Net
                                    Income per  Limited  Partnership  Unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income allocated to
                                    the limited partners by the weighted average
                                    number   of   limited    partnership   units
                                    outstanding.  Per unit  information has been
                                    computed based on 49,512 limited partnership
                                    units outstanding in 1999 and 1998.

         27.                        Financial  Data    Schedule  for the quarter
                                    ended September 30, 1999.

(b)       Reports  on  Form 8-K.  A  Report on  Form 8-K dated  July 8, 1999 was
          filed on July 9, 1999  regarding  the letter  received from High River
          Limited Partnership.

<PAGE>
                        MCNEIL REAL ESTATE FUND XX, L.P.

                                   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 XX, L.P.

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

                                   By: McNeil Investors, Inc., General Partner


November 15, 1999                  By: /s/  Ron K. Taylor
-----------------                     ------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                        Investors, Inc.
                                       (Principal Financial Officer)




November 15, 1999                  By: /s/  Carol A. Fahs
-----------------                     ------------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)