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


                                    FORM 10-Q



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


      For the period ended             September 30, 1996
                           -----------------------------------------------------


                                       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 700, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
            (Address of principal executive offices)       (Zip code)



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


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

<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                          PART I. FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>

                                                                        September 30,        December 31,
                                                                            1996                 1995
                                                                       ---------------      --------------
ASSETS
------
Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     7,087,195      $    7,087,195
   Buildings and improvements...............................                45,472,033          44,889,821
                                                                        --------------       -------------
                                                                            52,559,228          51,977,016
   Less:  Accumulated depreciation..........................               (21,952,370)        (20,428,022)
                                                                        --------------       -------------
                                                                            30,606,858          31,548,994

Cash and cash equivalents...................................                 1,417,134           2,079,352
Cash segregated for security deposits.......................                   290,086             249,574
Accounts receivable.........................................                    15,029               6,691
Prepaid expenses and other assets...........................                    64,835              43,905
Escrow deposits.............................................                   373,764             364,431
Deferred borrowing costs (net of accumulated
   amortization of $233,195 and $172,430 at
   September 30, 1996 and December 31, 1995,
   respectively)............................................                   776,137             836,902
                                                                        --------------       -------------
                                                                       $    33,543,843      $   35,129,849
                                                                        ==============       =============

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

Mortgage notes payable, net.................................           $    23,951,806      $   24,216,133
Accounts payable............................................                     6,224              42,258
Accrued property taxes......................................                   292,778             164,534
Accrued expenses............................................                    93,530             197,112
Accrued interest............................................                   167,308             169,346
Payable to affiliates - General Partner.....................                    65,397              48,469
Security deposits and deferred rental revenue...............                   277,899             254,144
                                                                        --------------       -------------
                                                                            24,854,942          25,091,996
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited partners - 120,000  limited  partnership  units
     authorized;  102,836 limited partnership units issued
     and outstanding at September 30, 1996 and
     December 31, 1995.............................                          9,071,215          10,394,645
   General Partner..........................................                  (382,314)           (356,792)
                                                                        --------------       -------------
                                                                             8,688,901          10,037,853
                                                                        --------------       -------------
                                                                       $    33,543,843      $   35,129,849
                                                                        ==============       =============
</TABLE>

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

                 See accompanying notes to financial statements.

<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Three Months Ended                     Nine Months Ended
                                               September 30,                          September 30,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    2,023,161     $    1,970,982    $    5,997,714     $    5,802,600
   Interest......................             27,240             59,585            79,687            160,925
   Gain on legal settlement......                  -                  -                 -             35,263
                                       -------------      -------------     -------------      -------------
     Total revenue...............          2,050,401          2,030,567         6,077,401          5,998,788
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            527,252            605,922         1,609,136          1,793,579
   Depreciation..................            509,947            477,843         1,524,348          1,433,529
   Property taxes................            112,947            100,455           341,173            301,365
   Personnel expenses............            233,629            230,980           676,194            650,127
   Utilities.....................             91,517            100,610           263,333            280,112
   Repair and maintenance........            253,491            228,267           702,750            600,536
   Property management
     fees - affiliates...........            101,305             98,560           303,788            291,064
   Other property operating
     expenses....................            110,276            120,645           340,807            364,161
   General and administrative....             54,512            167,459           108,961            200,964
   General and administrative -
     affiliates..................             54,523             60,408           165,604            185,006
                                       -------------      -------------     -------------      -------------
     Total expenses..............          2,049,399          2,191,149         6,036,094          6,100,443
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $        1,002     $     (160,582)   $       41,307     $     (101,655)
                                       =============      =============     =============      =============

Net loss allocable to limited
   partners......................     $     (122,824)    $      (71,861)   $     (323,449)    $     (487,150)
Net income allocable to
   General Partner...............            123,826            127,222           364,756            385,495
                                       -------------      -------------     -------------      -------------
Net income.......................     $        1,002     $       55,361    $       41,307     $     (101,655)
                                       =============      =============     =============      =============

Net loss per limited
   partnership unit..............     $        (1.19)    $        (.70)    $        (3.15)    $        (4.74)
                                       =============      ============      =============      =============

Distribution per limited
   partnership unit..............     $         4.86     $           -     $         9.72     $            -
                                       =============      ============      =============      =============
</TABLE>

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

                 See accompanying notes to financial statements.

<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

              For the Nine Months Ended September 30, 1996 and 1995


<TABLE>
<CAPTION>
                                                                                                   Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners              Equity
                                                 ---------------         ---------------       ---------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1994..............       $     (348,250)         $   11,104,028        $   10,755,778

Net income (loss).........................              385,495                (487,150)             (101,655)

Management Incentive Distribution.........             (409,922)                      -              (409,922)
                                                  -------------           -------------         -------------

Balance at September 30, 1995.............       $     (372,677)         $   10,616,878        $   10,244,201
                                                  =============           =============         =============


Balance at December 31, 1995..............       $     (356,792)         $   10,394,645        $   10,037,853

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

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

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

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














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

                 See accompanying notes to financial statements.



<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                               September 30,
                                                                -------------------------------------------
                                                                       1996                      1995
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        5,977,043         $     5,791,655
   Cash received from legal settlement...............                            -                  35,263
   Cash paid to suppliers............................                   (2,163,646)             (1,942,825)
   Cash paid to affiliates...........................                     (462,743)               (476,769)
   Interest received.................................                       79,687                 160,925
   Interest paid.....................................                   (1,516,055)             (1,696,984)
   Property taxes paid...............................                     (315,631)               (375,721)
                                                                 -----------------          --------------
Net cash provided by operating activities............                    1,598,655               1,495,544
                                                                 -----------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                     (582,212)               (764,227)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Proceeds from refinancing or mortgage
     notes payable...................................                            -               1,367,557
   Principal payments on mortgage notes
     payable.........................................                     (298,681)               (323,572)
   Deferred borrowing costs paid.....................                            -                (122,381)
   Management Incentive Distribution.................                     (379,999)               (399,830)
   Limited partner distribution......................                     (999,981)                      -
                                                                ------------------          --------------
Net cash provided by (used in) financing
   activities........................................                   (1,678,661)                521,774
                                                                ------------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                     (662,218)              1,253,091

Cash and cash equivalents at beginning of
   period............................................                    2,079,352               3,284,547
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        1,417,134         $     4,537,638
                                                                 =================          ==============
</TABLE>

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

                 See accompanying notes to financial statements.
<PAGE>

                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                                September 30,
                                                                  -----------------------------------------
                                                                        1996                     1995
                                                                  ----------------         ----------------
<S>                                                               <C>                      <C>             
Net income (loss)....................................             $         41,307         $      (101,655)
                                                                   ---------------          --------------

Adjustments to reconcile net income (loss) to net 
   cash  provided  by  operating activities:
   Depreciation......................................                    1,524,348               1,433,529
   Amortization of discounts on mortgage
     notes payable...................................                       34,354                  36,920
   Amortization of deferred borrowing costs..........                       60,765                  54,875
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      (40,512)                  4,820
     Accounts receivable.............................                       (8,338)                (15,558)
     Prepaid expenses and other assets...............                      (20,930)                 39,272
     Escrow deposits.................................                       (9,333)               (208,683)
     Accounts payable................................                      (36,034)                 77,041
     Accrued property taxes..........................                      128,244                  27,189
     Accrued expenses................................                     (103,582)                137,469
     Accrued interest................................                       (2,038)                  4,800
     Payable to affiliates - General Partner.........                        6,649                    (699)
     Security deposits and deferred rental
       revenue.......................................                       23,755                   6,224
                                                                   ---------------          --------------

       Total adjustments.............................                    1,557,348               1,597,199
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      1,598,655         $     1,495,544
                                                                   ===============          ==============
</TABLE>






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

                 See accompanying notes to financial statements.



<PAGE>

                        McNEIL REAL ESTATE FUND XV, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                               September 30, 1996

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 700, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.

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,  1995,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XV, Ltd.,  c/o McNeil Real Estate  Management,  Inc.,
Investor Relations, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
-------

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

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

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


<PAGE>

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

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

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

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                               September 30,
                                                                  ---------------------------------------
                                                                        1996                    1995
                                                                  ----------------       ----------------
<S>                                                               <C>                    <C>             
Property management fees - affiliates................             $        303,788       $        291,064
Charged to general and administrative -
   affiliates:
   Partnership administration........................                      165,604                185,006
                                                                   ---------------        ---------------
                                                                  $        469,392       $        476,070
                                                                   ===============        ===============

Charged to General Partner's deficit:
   MID...............................................             $        390,278       $        409,922
                                                                   ===============        ===============
</TABLE>

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

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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing  real  properties.  At September  30, 1996,  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  increased by $78,613 and $19,834,  respectively,  for the
nine and three months ended  September 30, 1996, as compared to the same periods
last year. Rental revenue increased by $195,115, while interest income decreased
by $81,237.

Rental  revenue for the first nine months of 1996 was  $5,997,714 as compared to
$5,802,599  for the same  period in 1995.  The  increase  in rental  revenue  of
$195,114 is due to increases in market rental rates at all of the  Partnership's
properties.

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

The  Partnership  also  recognized  a gain on legal  settlement  of $35,263 as a
result of the  settlement  with  Southmark  received in 1995. No such gains have
been recognized in 1996.

Expenses:

Partnership  expenses decreased by $64,349 or 1% and $141,750 or 6% for the nine
and three months ended September 30, 1996,  respectively.  Decreases in mortgage
interest,  utilities,  other property operating,  general and administrative and
general and  administrative  -  affiliates  expense  were offset by increases in
depreciation, property taxes and repair and maintenance.

Mortgage  interest  expense  decreased for the period ended  September 30, 1996,
compared to the same period in 1995,  by $184,443 or 10%. The decrease is due to
the payoff of the Cedar Run mortgage note payable in December 1995.

Depreciation  expense for the nine and three  months  ended  September  30, 1996
increased by $90,819 or 6% and $32,104 or 7%,  respectively,  as compared to the
same periods in 1995. This increase is due to capital  improvements  made at the
property.  As of September 30, 1996,  the  Partnership  made $582,212 in capital
improvements for the year.

Property  tax expense for the period  ended  September  30, 1996 was $341,173 as
compared to $301,365 in 1995.  The  increase of $39,808 or 13% is a result of an
increase in the assessed property value at Arrowhead and Mountain Shadows.

Repairs and  maintenance  expense for the nine and three months ended  September
30, 1996 increased by $102,214 or 17% and $25,224 or 11%, respectively, compared
to the  same  periods  in  1995.  The  increase  is due  to the  replacement  of
carpeting,  which met the Partnership's criteria for capitalization based on the
magnitude  of  replacements  in 1995,  but were  expensed in 1996.  In addition,
furniture  rental  increased at Mountain Shadows due to an increase in corporate
unit leases where furniture is provided by the lease.

Other property  operating  expenses  decreased  $23,354 or 6% and $10,369 or 9%,
respectively,  for the nine and  three  months  ended  September  30,  1996,  as
compared  to 1995.  This  decrease  is  primarily  due to a  decrease  in hazard
insurance and bad debts in 1996.


<PAGE>

General and administrative expenses decreased $92,003 or 46% and $112,947 or 67%
for the nine and three  months,  respectively,  of 1996 as  compared to the same
periods last year. The decrease is due to costs incurred, by the Partnership, in
the third quarter of 1995 to evaluate and disseminate  information  regarding an
unsolicited  tender offer. The Partnership  anticipates  incurring such costs in
the fourth  quarter of 1996 in  response  to an  additional  unsolicited  tender
offer, as discussed in Item 5 - Other Information.

General and  administrative - affiliates expense decreased by $19,402 or 10% for
the first nine  months of 1996 as  compared  to the same period last year due to
the reduction of overhead expenses allocable to the Partnership.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated  $1,598,655 of cash in the first nine months of 1996 as compared
to $1,495,544  for the same period in 1995. The increase in cash of $103,111 was
mainly the result of an increase in cash received from tenants and a decrease in
mortgage  interest  paid due to the payoff of the Cedar Run  mortgage  which was
partially offset by an increase in cash paid to suppliers.

The Partnership  expended $582,212 and $764,227 for capital  improvements to its
properties in the first nine months of 1996 and 1995, respectively.

During the first nine months of 1996,  the  Partnership  paid  distributions  of
$991,981 to the limited  partners and MID payments of  $379,999.  The  principle
payments on the mortgage notes payable declined  slightly in 1996 as a result of
the pay off of the mortgage notes on Cedar Run in December 1995. The Partnership
also paid $122,301 in deferred borrowing costs in 1995.

Short-term liquidity:

At  September  30,  1996,  the  Partnership  held cash and cash  equivalents  of
$1,417,134,  down $662,218  from the balance at December 31, 1995.  This balance
provides  a  comfortable   level  of  working  capital  for  the   Partnership's
operations.

During 1996, 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 1996, the Partnership has budgeted to spend approximately $638,000 on capital
improvements, which are expected to be funded from operations of the properties.

Long-term liquidity:

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.  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.
<PAGE>

The  partnership  has  determined  to begin an  orderly  liquidation  of all the
Partnership's assets. Although there can be no assurance as to the timing of any
liquidation  it  is   anticipated   that  such   liquidation   would  result  in
distributions  to the limited partners of the cash proceeds from the sale of the
Partnership's properties, subject to cash reserve requirements, as they are sold
with  the  last  property   disposition  before  December  2001  followed  by  a
dissolution of the Partnership.

Income allocations and distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 99:1 to the limited partners and
the  General  Partner,  respectively.  Therefore,  for  the  nine  months  ended
September 30, 1996 and 1995, $364,756 and $385,495,  respectively, was allocated
to the General Partner.  The limited partners received allocations of $(323,449)
and  $(487,150)  for  the  nine  months  ended  September  30,  1996  and  1995,
respectively.

During 1996, the limited partners received a cash distribution of $999,991.  The
distribution consisted of funds from operations.  A distribution of $390,278 for
the MID was accrued by the  Partnership  for the period ended September 30, 1996
for the General Partner.

                           PART II. OTHER INFORMATION

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

McNeil  Pacific  Investors  Fund 1972,  Ltd.,  McNeil  Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.,
and McNeil Real  Estate  Fund XXV,  L.P.  vs.  High River  Limited  Partnership,
Riverdale   Investors  Corp.,  Inc.,  Carl  C.  Icahn,  and  Unicorn  Associates
Corporation  -  United  States  District  Court  for  the  Central  District  of
California, Case No. 96-5680SVW.

On August 12, 1996 High River Limited  Partnership ("High River"), a partnership
controlled by Carl C. Icahn, sent a letter to the partnerships  referenced above
demanding  lists of the names,  current  residences  or business  addresses  and
certain other information  concerning the unitholders of such  partnerships.  On
August 19, 1996, these  partnerships  commenced the above action seeking,  among
other things, to declare that such partnerships are not required to provide High
River with a current  list of  unitholders  on the grounds  that the  defendants
commenced a tender offer in violation of the federal  securities  laws by filing
certain Schedule 13D Amendments on August 5, 1996.

On October 17, 1996, the presiding judge denied the partnerships  requests for a
permanent and  preliminary  injunction to enjoin High River's  tender offers and
granted the defendants  request for an order directing the  partnerships to turn
over current lists of unitholders to High River forthwith.  On October 24, 1996,
the partnerships delivered the unitholder lists to High River.




<PAGE>

ITEM 5.  OTHER INFORMATION
-------  -----------------

On September 20, 1996, High River announced that it had commenced a tender offer
for any and all units of the Partnership at $100.24 per unit (the original offer
price of $105.10 was reduced by the August 1996  distributions to unitholders of
$4.86 per unit).  The tender was  originally  due to expire  October  18,  1996,
however, this offer has been extended until November 22, 1996.

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
                                    102,836  and  102,846  limited   partnership
                                    units   outstanding   in  1995   and   1994,
                                    respectively.

         27.                        Financial   Data  Schedule  for  the quarter
                                    ended September 30, 1996.

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

(b)      Reports on Form 8-K.  There  were  no  reports on Form 8-K filed during
         the quarter ended September 30, 1996.


<PAGE>


                        McNEIL REAL ESTATE FUND XV, LTD.

                                   SIGNATURES

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



                              McNEIL REAL ESTATE FUND XV, Ltd.

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

                                     By: McNeil Investors, Inc., General Partner



November 14, 1996                    By:  /s/  Donald K. Reed
-----------------                       ----------------------------------------
Date                                    Donald K. Reed
                                        President and Chief Executive Officer



November 14, 1996                    By:  /s/  Ron K. Taylor
-----------------                       ----------------------------------------
Date                                    Ron K. Taylor
                                        Acting Chief Financial Officer of
                                          McNeil Investors, Inc.



November 14, 1996                    By:  /s/  Brandon K. Flaming
-----------------                       ----------------------------------------
Date                                    Brandon K. Flaming
                                        Chief Accounting Officer of McNeil 
                                          Real Estate Management, Inc.