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  0-14007
                            --------


                        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 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 XX, L.P.

                          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.....................................................           $       699,697      $      699,697
   Buildings and improvements...............................                 6,161,828           6,119,787
                                                                        --------------       -------------
                                                                             6,861,525           6,819,484
   Less:  Accumulated depreciation..........................                (1,347,646)         (1,093,107)
                                                                        --------------       -------------
                                                                             5,513,879           5,726,377

Mortgage loan investments, net of allowance of
   $792,013 at September 30, 1996 and
   December 31, 1995........................................                 3,438,037           3,537,436
Mortgage loan investment - affiliate........................                   733,900             733,900
Cash and cash equivalents ..................................                 3,118,768           3,927,223
Cash segregated for security deposits.......................                    57,211              59,869
Interest and other accounts receivable......................                    75,477              77,480
Escrow deposits.............................................                   122,315             144,844
Deferred borrowing costs, net of accumulated amorti-
   zation of $41,772 and $31,264 at September 30,
   1996 and December 31, 1995, respectively.................                   119,722             130,230
Prepaid expenses and other assets...........................                     7,471               8,590
                                                                        --------------       -------------
                                                                       $    13,186,780      $   14,345,949
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------
Mortgage note payable, net..................................           $      2,727,576     $    2,760,961
Accounts payable and other accrued expenses.................                    57,244             120,293
Accrued property taxes......................................                   130,599             123,530
Payable to affiliates.......................................                    11,717              32,849
Deferred revenue............................................                   165,508             170,475
Security deposits and deferred rental revenue...............                    47,900              58,213
                                                                        --------------       -------------
                                                                             3,140,544           3,266,321
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited  partners  - 60,000  limited  partnership units
     authorized;  49,512 limited partnership units issued 
     and outstanding at September 30, 1996 and 
     December 31, 1995......................................                10,364,600          11,399,658
   General Partner..........................................                  (318,364)           (320,030)
                                                                        --------------       -------------
                                                                            10,046,236          11,079,628
                                                                        --------------       -------------
                                                                       $    13,186,780      $   14,345,949
                                                                        ==============       =============
</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,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $      338,728     $      339,876    $    1,047,295     $    1,004,432
   Interest income on mortgage
     loan investments............             73,221             74,864           215,078            216,038
   Interest income on mortgage
     loan investment - affiliate.             15,473             15,473            46,083             45,915
   Other interest income.........             44,304             53,497           137,618            161,922
                                       -------------      -------------     -------------      -------------
     Total revenue...............            471,726            483,710         1,446,074          1,428,307
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             62,348             64,811           187,847            189,817
   Depreciation..................             85,185             83,907           254,539            246,321
   Property taxes................             36,302             34,867           121,278            128,443
   Personnel costs...............             37,009             38,176           107,733            123,494
   Utilities.....................             24,054             26,328            61,985             67,749
   Repairs and maintenance.......             32,955             35,249            95,005             92,508
   Property management
     fees - affiliates...........             16,358             16,601            50,174             49,444
   Other property operating
     expenses....................             25,366             17,470            68,207             59,894
   General and administrative....             48,879            159,003            96,964            201,526
   General and administrative -
     affiliates..................             67,848             95,341           235,784            286,914
                                       -------------      -------------     -------------      -------------
     Total expenses..............            436,304            571,753         1,279,516          1,446,110
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $       35,422     $      (88,043)   $      166,558     $     (17,803)
                                       =============      =============     =============      ============

Net income (loss) allocable
   to limited partners...........     $       35,068     $      (87,163)   $      164,892     $      (17,625)
Net income (loss) allocable
   to General Partner............                354               (880)            1,666               (178)
                                       -------------      -------------     -------------      -------------
Net income (loss)................     $       35,422     $      (88,043)   $      166,558     $      (17,803)
                                       =============      =============     =============      =============

Net income (loss) per
   limited partnership unit......     $          .71     $        (1.76)   $         3.33     $         (.36)
                                       =============      =============     =============      =============

Distributions per limited
   partnership unit..............     $        12.12     $            -    $        24.24     $         5.05
                                       =============      =============     =============      =============
</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, 1996 and 1995



<TABLE>
<CAPTION>

                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Equity
                                                 ---------------         --------------        --------------

<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1994..............       $     (320,671)         $   11,586,184        $   11,265,513

Net loss..................................                 (178)                (17,625)              (17,803)

Distributions.............................                    -                (250,001)             (250,001)
                                                  -------------           -------------         -------------

Balance at September 30, 1995.............       $     (320,849)         $   11,318,558        $   10,997,709
                                                  =============           =============         =============


Balance at December 31, 1995..............       $     (320,030)         $   11,399,658        $   11,079,628

Net income................................                1,666                 164,892               166,558

Distributions.............................                    -              (1,199,950)           (1,199,950)
                                                  -------------           -------------         -------------

Balance at September 30, 1996.............       $     (318,364)         $   10,364,600        $   10,046,236
                                                  =============           =============         =============

</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,
                                                                -------------------------------------------
                                                                       1996                     1995
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        1,054,770         $       995,491
   Cash paid to suppliers............................                     (493,926)               (445,906)
   Cash paid to affiliates...........................                     (307,090)               (330,181)
   Interest received.................................                      345,346                 398,869
   Interest received from affiliates.................                       36,665                  36,664
   Interest paid.....................................                     (171,873)               (174,924)
   Property taxes paid...............................                     (114,209)                (31,586)
   Property taxes escrowed...........................                       23,571                 (97,604)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      373,254                 350,823
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                      (42,041)                (78,600)
   Collection of principal on mortgage loan
     investments.....................................                       99,399                 105,471
                                                                 -----------------          --------------
Net cash provided by investing activities............                       57,358                  26,871
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                      (39,117)                (36,065)
   Distributions paid................................                   (1,199,950)               (250,001)
                                                                 -----------------          --------------
Net cash used in financing activities................                   (1,239,067)               (286,066)
                                                                 -----------------          --------------

Net increase (decrease) in cash and
   cash equivalents..................................                     (808,455)                 91,628

Cash and cash equivalents at beginning of
   period............................................                    3,927,223               3,734,020
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        3,118,768         $     3,825,648
                                                                 =================          ==============
</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 (Loss) to Net Cash Provided by
                              Operating Activities


<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                 September 30,
                                                                  -----------------------------------------
                                                                        1996                     1995
                                                                  ----------------         ----------------
<S>                                                               <C>                      <C>             
Net income (loss)....................................             $        166,558         $       (17,803)
                                                                   ---------------          --------------

Adjustments to  reconcile  net income (loss) to net
   cash  provided by operating activities:
   Depreciation......................................                      254,539                 246,321
   Amortization of deferred borrowing costs..........                       10,508                   9,751
   Amortization of discount on mortgage note
     payable.........................................                        5,732                   5,386
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                        2,658                 (14,273)
     Interest and other accounts receivable..........                        2,003                 (10,457)
     Escrow deposits.................................                       22,529                  18,260
     Prepaid expenses and other assets...............                        1,119                   4,796
     Accounts payable and other accrued
       expenses......................................                      (63,049)                 91,799
     Accrued property taxes..........................                        7,069                 (15,359)
     Payable to affiliates - General Partner.........                      (21,132)                  6,177
     Deferred revenue................................                       (4,967)                 20,753
     Security deposits and deferred rental
       revenue.......................................                      (10,313)                  5,472
                                                                   ---------------          --------------

       Total adjustments.............................                      206,696                 368,626
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        373,254         $       350,823
                                                                   ===============          ==============
</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
                               September 30, 1996
                                   (Unaudited)

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 700, 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 XX, L.P.,  c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, 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.

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

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,  (ii) a value of
$10,000 per apartment  unit or (iii) on 1130  Sacramento,  the net book value of
the  property  is used 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 subsequent   to
1999.





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

                                                       Nine Months Ended
                                                          September 30,
                                                    -----------------------
                                                       1996        1995
                                                    ---------     ---------

Property management fees..................          $  50,174     $  49,444
Charged to general and administrative -
   affiliates:
   Partnership administration.............            113,098       157,729
   Asset management fee...................            122,686       129,185
                                                     --------      --------
                                                    $ 285,958     $ 336,358
                                                     ========      ========

Payable to  affiliates  at September  30, 1996 and  December 31, 1995  consisted
primarily  of  unpaid  property   management  fees,   Partnership   general  and
administrative  expenses and asset  management fees and are due and payable from
current operations.

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 or 1130 Sacramento Condominiums since December 31, 1995.

The  Partnership  reported  net income of $166,558  for the first nine months of
1996 as compared to net loss of $17,803 for the same period in 1995. Revenues in
1996 were $1,446,074 as compared to $1,428,307 in 1995, while expenses decreased
to $1,279,516 in 1996 from $1,446,110 in 1995.

Net cash provided by operating activities was $373,254 for the nine months ended
September  30, 1996,  comparable to the $350,823  provided  during the same nine
month period in 1995.

The  Partnership  expended  $42,041 for capital  improvements,  made  $39,117 in
principal  payments on its  mortgage  note  payable,  and  collected  $99,399 of
principal on mortgage loan investments. After distributions of $1,199,950 to the
limited partners,  cash and cash equivalents totaled $3,118,768 at September 30,
1996, a net decrease of $808,455 from the balance at December 31, 1995.

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

Revenue:

Total  revenue  decreased by $11,984 and  increased by $17,767 for the three and
nine month periods ended  September 30, 1996,  respectively,  as compared to the
same  periods in 1995.  The  overall  increase  was mainly due to an increase in
rental  revenue,  partially  offset by a decrease in other interest  income,  as
discussed below.
<PAGE>
Rental revenue decreased by $1,148 for the three months and increased by $42,863
for the nine months ended September 30, 1996, as compared to the same periods in
1995.  The increase was primarily due to an increase in rental rates at Sterling
Springs Apartments in July 1995 and again in March 1996.

Other  interest  income  decreased  by $9,193 and $24,304 for the three and nine
month periods ended  September 30, 1996,  respectively,  as compared to the same
periods in 1995. The decrease was the result of a decrease in cash available for
short-term  investment,  mainly due to the payment of  distributions  to limited
partners.

Expenses:

Total  expenses for the three and nine month  periods  ended  September 30, 1996
decreased  by  $135,449  and  $166,594,  respectively,  as  compared to the same
periods in 1995. The decrease was due to a decrease in personnel costs,  general
and  administrative  expenses  and  general  and  administrative  -  affiliates,
partially  offset  by an  increase  in other  property  operating  expenses,  as
discussed below.

Personnel  costs  decreased  by $1,167 and $15,761 for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The decrease was mainly due to a worker's compensation insurance refund received
for  Sterling  Springs  Apartments;  the result of an audit  performed  on prior
years' workers' compensation insurance.

Other property  operating  expenses increased by $7,896 and $8,313 for the three
and nine months ended September 30, 1996, respectively,  as compared to the same
periods in 1996. The increase was mainly du to an increase in referral fees paid
in an effort to maintain  occupancy at Sterling Springs and leasing  commissions
paid as a result of two leases at 1130 Sacramento expiring in 1996.

General and  administrative  expenses decreased by $110,124 and $104,562 for the
three and nine months ended September 30, 1996, respectively, as compared to the
same  periods in 1995.  This  decrease  was mainly due to costs  incurred in the
third quarter of 1995 relating to evaluation  and  dissemination  of 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 decreased by $27,493 and $51,130 for the
three and nine months ended September 30, 1996, respectively, as compared to the
same  periods in 1995.  The  decrease  was mainly due to a decrease  in overhead
expenses allocated to the Partnership by McREMI.

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

The Partnership  generated  $373,254 through operating  activities for the first
nine months of 1996,  comparable to the $350,823 generated during the first nine
months of 1995.

The  Partnership  expended  $42,041 and $78,600 for additions to its real estate
investments in the first nine months of 1996 and 1995,  respectively.  A greater
amount  was  spent in 1995 for  landscaping,  fencing  and a  retaining  wall at
Sterling Springs Apartments.

The  Partnership  distributed  $1,199,950  and $250,001 to the limited  partners
during the nine months ended September 30, 1996 and 1995, respectively.
<PAGE>
Short-term liquidity:

At  September  30,  1996,  the  Partnership  held cash and cash  equivalents  of
$3,118,768.  This balance provides a reasonable level of working capital for the
Partnerships immediate needs in operating its properties.

The General  Partner has  established a revolving  credit facility not to exceed
$5,000,000 in the aggregate  which is available on a "first-come,  first-served"
basis  to  the  Partnership  and  other  affiliated  partnerships,   if  certain
conditions are met.  Borrowings  under the facility may be used to fund deferred
maintenance,  refinancing  obligations  and working  capital needs.  There is no
assurance that the Partnership will receive any funds under the facility because
no amounts are  reserved for any  particular  partnership.  As of September  30,
1996,  $4,082,159 remained available for borrowing under the facility;  however,
additional  funds could become  available as other  partnerships  repay existing
borrowings. This commitment will terminate on March 30, 1997.

In 1996,  operations of Sterling  Springs  Apartments  and 1130  Sacramento  are
expected  to  provide  sufficient  positive  cash  flow for  normal  operations.
Management  will perform  routine  repairs and  maintenance on the properties to
preserve  and enhance  their value and  competitiveness  in the market.  Capital
improvements to the  Partnership's  properties in 1996 are expected to be funded
from operations of the properties.

For 1996,  management  expects that cash from  operations of its  properties and
principal and interest collections on the mortgage loan investments,  along with
the  present  balance  of  cash  and  cash  equivalents  held,  will  allow  the
Partnership to meet its obligations as they come due.

Long-term liquidity:

Only one property,  Sterling  Springs  Apartments,  is encumbered  with mortgage
debt. The mortgage on this property is not due until 2003.

In the event that the Partnership acquires ownership of other properties through
foreclosure, the cash and cash equivalent balances presently held will provide a
source for the maintenance and improvement of the properties. Because the timing
and number of  properties  which may be  foreclosed  is  uncertain,  there is no
assurance that the balances presently held will be sufficient for needed capital
improvements.  At  present,  there are no  commitments  nor any known  needs for
improvements to the properties securing the Partnership's loans. The Partnership
has no existing lines of credit from outside sources.

Another possible source of funds is the sale of the Partnership's  mortgage loan
investments or properties securing the Partnership's  mortgage loans. Such sales
are  possibilities  only,  and  since  the  Partnership  does  not  control  the
properties  securing  its  loans,  sales of those  properties  may occur only if
initiated by the  borrower or in the event of  foreclosure  by the  Partnership.
There is no  assurance  that any sales can be  contracted  or closed to coincide
with the  Partnership's  future cash needs.  For the long term, the  Partnership
will  remain  dependent  on  operations  of the  properties  it  owns  or of the
properties securing its loans as the primary source of debt repayment, until the
properties can be sold.






<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  1998  followed  by  a
dissolution of the Partnership.



                           PART II. OTHER INFORMATION

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

1)   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  (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  Corporation  ("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
     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 Partnership  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.
     The Partnership is continuing to pursue vigorously its claims against Ernst
     & Young.  Trial is anticipated to be set for early December 1996;  however,
     the final outcome of this litigation cannot be determined at this time.

2)   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.  v. 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
     federal securities laws by filing certain Schedule 13D Amendments on August
     5, 1996.
<PAGE>

     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.

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 $170.38 per unit (the original offer
price of $182.50 was reduced by the August 1996  distributions to unitholders of
$12.12 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                     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 (loss) per limited  partnership  unit
                                    is computed by  dividing  net income  (loss)
                                    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 1996 and 1995.

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

(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 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 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/  Carol A. Fahs
-----------------                       ----------------------------------------
Date                                    Carol A. Fahs
                                        Chief Accounting Officer of McNeil 
                                          Real Estate Management, Inc.