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, 1998
                                    --------------------------------------------


                                       OR

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

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


                        MCNEIL REAL ESTATE FUND XV, LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         California                               94-2941516
--------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)




              13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)



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



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


<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-------  --------------------

                        MCNEIL REAL ESTATE FUND XV, LTD.

                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       September 30,         December 31,
                                                                           1998                 1997
                                                                       ------------         ------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>         
   Land .......................................................        $  6,220,730         $  6,220,730
   Buildings and improvements .................................          41,822,000           41,433,896
                                                                       ------------         ------------
                                                                         48,042,730           47,654,626
   Less:  Accumulated depreciation ............................         (23,555,417)         (22,129,044)
                                                                       ------------         ------------
                                                                         24,487,313           25,525,582

Asset held for sale ...........................................           3,430,944            3,400,316

Cash and cash equivalents .....................................           1,070,884            1,118,379
Cash segregated for security deposits .........................             255,620              213,528
Accounts receivable ...........................................              18,474               94,750
Prepaid expenses and other assets .............................              32,605               36,974
Escrow deposits ...............................................             488,765              341,153
Deferred borrowing costs (net of accumulated
   amortization of $424,344 and $344,742 at
   September 30, 1998 and December 31, 1997,
   respectively) ..............................................             584,988              664,590
                                                                       ------------         ------------
                                                                       $ 30,369,593         $ 31,395,272
                                                                       ============         ============

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

Mortgage notes payable, net ...................................        $ 23,165,262         $ 23,474,480
Accrued property taxes ........................................             346,419              175,741
Accrued expenses ..............................................             104,451              120,757
Accrued interest ..............................................             161,221              163,621
Payable to affiliates - General Partner .......................             682,401              249,503
Security deposits and deferred rental revenue .................             186,034              216,683
                                                                       ------------         ------------
                                                                         24,645,788           24,400,785
                                                                       ------------         ------------

Partners' equity (deficit):
   Limited partners - 120,000 limited partnership units
     authorized;  102,796 limited partnership units
     issued and outstanding at September 30, 1998
     and December 31, 1997 ....................................           6,654,266            7,555,525
   General Partner ............................................            (930,461)            (561,038)
                                                                       ------------         ------------
                                                                          5,723,805            6,994,487
                                                                       ------------         ------------
                                                                       $ 30,369,593         $ 31,395,272
                                                                       ============         ============
</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,
                                              --------------------------------        -------------------------------
                                                  1998                1997               1998                 1997
                                              -----------         -----------         -----------         -----------
Revenue:
<S>                                           <C>                 <C>                 <C>                 <C>        
   Rental revenue ....................        $ 1,967,241         $ 2,036,475         $ 5,952,342         $ 5,973,958
   Interest ..........................             13,168              13,158              56,872              42,734
                                              -----------         -----------         -----------         -----------
     Total revenue ...................          1,980,409           2,049,633           6,009,214           6,016,692
                                              -----------         -----------         -----------         -----------

Expenses:
   Interest ..........................            524,082             531,398           1,582,720           1,600,870
   Depreciation ......................            477,899             476,071           1,426,373           1,510,549
   Property taxes ....................            115,473             111,285             346,419             333,855
   Personnel expenses ................            253,476             253,046             723,869             702,811
   Utilities .........................            113,105             107,207             304,614             288,206
   Repair and maintenance ............            322,859             307,694             726,788             826,995
   Property management
     fees - affiliates ...............             98,549             102,171             298,069             303,694
   Other property operating
     expenses ........................            111,722             128,793             328,182             358,694
   General and administrative ........             59,405              34,186             284,081             106,103
   General and administrative -
     affiliates ......................             44,378              37,401             141,091             113,136
                                              -----------         -----------         -----------         -----------
     Total expenses ..................          2,120,948           2,089,252           6,162,206           6,144,913
                                              -----------         -----------         -----------         -----------

Net loss .............................        $  (140,539)        $   (39,619)        $  (152,992)        $  (128,221)
                                              ===========         ===========         ===========         ===========

Net loss allocable to limited
   partners ..........................        $  (139,134)        $  (141,150)        $  (151,462)        $  (497,514)
Net income (loss) allocable to
   General Partner ...................             (1,405)            101,531              (1,530)            369,293
                                              -----------         -----------         -----------         -----------
Net loss .............................        $  (140,539)        $   (39,619)        $  (152,992)        $  (128,221)
                                              ===========         ===========         ===========         ===========

Net loss per limited
   partnership unit ..................        $     (1.35)        $     (1.37)        $     (1.49)        $     (4.84)
                                              ===========         ===========         ===========         ===========

Distribution per limited
   partnership unit ..................        $      2.43         $      4.86         $      7.29         $      9.73
                                              ===========         ===========         ===========         ===========
</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, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                            Total
                                                                                          Partners'
                                                    General            Limited             Equity
                                                    Partner            Partners           (Deficit)
                                                 ------------        ------------        -----------
<S>                                              <C>                 <C>                 <C>        
Balance at December 31, 1996 ............        $  (419,837)        $ 8,812,479         $ 8,392,642

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

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

Distributions to limited partners .......                 --          (1,000,008)         (1,000,008)
                                                 -----------         -----------         -----------

Balance at September 30, 1997 ...........        $  (415,791)        $ 7,314,957         $ 6,899,166
                                                 ===========         ===========         ===========


Balance at December 31, 1997 ............        $  (561,038)        $ 7,555,525         $ 6,994,487

Net loss ................................             (1,530)           (151,462)           (152,992)

Management Incentive Distribution .......           (367,893)                 --            (367,893)

Distributions to limited partners .......                 --            (749,797)           (749,797)
                                                 -----------         -----------         -----------

Balance at September 30, 1998 ...........        $  (930,461)        $ 6,654,266         $ 5,723,805
                                                 ===========         ===========         ===========
</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,
                                                          --------------------------------
                                                              1998                1997
                                                          ------------        ------------
Cash flows from operating activities:
<S>                                                       <C>                 <C>        
   Cash received from tenants ....................        $ 5,947,871         $ 5,905,883
   Cash paid to suppliers ........................         (2,377,511)         (2,357,937)
   Cash paid to affiliates .......................           (374,155)           (429,581)
   Interest received .............................             56,872              42,734
   Interest paid .................................         (1,463,099)         (1,490,656)
   Property taxes paid ...........................           (317,307)           (287,223)
                                                          -----------         -----------
Net cash provided by operating activities ........          1,472,671           1,383,220
                                                          -----------         -----------

Cash flows from investing activities:
   Additions to real estate investments ..........           (388,104)           (365,838)
   Additions to asset held for sale ..............            (30,628)                 --
                                                          -----------         -----------
Net cash used in investing activities ............           (418,732)           (365,838)
                                                          -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable .....................................           (351,637)           (324,079)
   Management Incentive Distribution .............                 --            (384,398)
   Distributions to limited partners .............           (749,797)         (1,000,008)
                                                          -----------         -----------
Net cash used in financing activities ............         (1,101,434)         (1,708,485)
                                                          -----------         -----------

Net decrease in cash and cash equivalents ........            (47,495)           (691,103)

Cash and cash equivalents at beginning of
   period ........................................          1,118,379           1,362,812
                                                          -----------         -----------

Cash and cash equivalents at end of period........        $ 1,070,884         $   671,709
                                                          ===========         ===========

</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 Loss to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                      September 30,
                                                             --------------------------------
                                                                1998                1997
                                                             ------------        ------------
<S>                                                          <C>                 <C>         
Net loss ............................................        $  (152,992)        $  (128,221)
                                                             -----------         -----------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation .....................................          1,426,373           1,510,549
   Amortization of discounts on mortgage
     notes payable ..................................             42,419              40,537
   Amortization of deferred borrowing costs .........             79,602              71,888
   Changes in assets and liabilities:
     Cash segregated for security deposits ..........            (42,092)             58,999
     Accounts receivable ............................             76,276            (129,614)
     Prepaid expenses and other assets ..............              4,369               3,880
     Escrow deposits ................................           (147,612)           (343,393)
     Accrued property taxes .........................            170,678             333,855
     Accrued expenses ...............................            (16,306)            (25,528)
     Accrued interest ...............................             (2,400)             (2,211)
     Payable to affiliates - General Partner ........             65,005             (12,751)
     Security deposits and deferred rental
       revenue ......................................            (30,649)              5,230
                                                             -----------         -----------

       Total adjustments ............................          1,625,663           1,511,441
                                                             -----------         -----------

Net cash provided by operating activities ...........        $ 1,472,671         $ 1,383,220
                                                             ===========         ===========
</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, 1998

NOTE 1.
-------

McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984
as a limited  partnership  organized  under  the  provisions  of the  California
Uniform  Limited  Partnership  Act. The general  partner of the  Partnership  is
McNeil Partners,  L.P. (the "General Partner"),  a Delaware limited partnership,
an affiliate of Robert A. McNeil.  The Partnership is governed by an amended and
restated  limited  partnership  agreement,  dated October 11, 1991 (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of operations for the nine months ended September 30, 1998
are not necessarily indicative of the results to be expected for the year ending
December 31, 1998.

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,  1997,  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 Services, 13760 Noel Road, Suite 600, 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,  and may be paid (i) in
cash,  unless there is insufficient  cash to pay the distribution in which event
any unpaid  portion not taken in limited  partnership  units  ("Units")  will be
deferred and is payable,  without interest, from the first available cash and/or
(ii) in Units.  A maximum of 50% of the MID may be paid in Units.  The number of
Units  issued in payment  of the MID is based on the  greater of $50 per Unit or
the net tangible asset value, as defined, per Unit.

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

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

                                                          Nine Months Ended
                                                            September 30,
                                                     ------------------------
                                                       1998            1997
                                                     --------        --------

Property management fees - affiliates .......        $298,069        $303,694
Charged to general and administrative -
   affiliates:
   Partnership administration ...............         141,091         113,136
                                                     --------        --------
                                                     $439,160        $416,830
                                                     ========        ========

Charged to General Partner's deficit:
   MID ......................................        $367,893        $365,247
                                                     ========        ========

NOTE 4.
-------

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

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
<PAGE>
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval  was  received  on  October 6,  1998.  A hearing on final  Court
approval is scheduled for December 17, 1998.

Plaintiff's  counsel  intend  to seek an  order  awarding  attorney's  fees  and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  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.


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

The Partnership is engaged in real estate  activities,  including the ownership,
operation and management of residential and other real estate related assets. At
September 30, 1998, the Partnership  owned four apartment  properties.  Three of
the four Partnership's properties are subject to mortgage notes.

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

Revenue:

Partnership  revenues  decreased  by $69,224 and $7,478 for the three months and
nine months  ended  September  30, 1998,  respectively,  as compared to the same
period  last year.  Rental  revenue  decreased  by $21,616 and  interest  income
increased  by $14,138 or 33% for the nine  months  ended  September  30, 1998 as
compared to the same period last year.
<PAGE>
Rental  revenues  decreased  $69,234 and  $21,616 for the three  months and nine
months ended  September 30, 1998,  respectively,  as compared to last year.  The
decrease  in rental  revenues  is due to a decrease  in the  occupancy  rates at
Mountain Shadows offset by increases in rental rates at Arrowhead and Cedar Run.
Mountain Shadows,  located in Albuquerque,  New Mexico, has experience a decline
in market occupancy rates as a result of over building in the apartment  market.
Management  believes this  condition is short-term and  anticipates  improvement
performance for 1999.

Expenses:

Partnership  expenses  increased  by $31,696  and $17,923 for the three and nine
months ended September 30, 1998,  respectively,  as compared to the same periods
in 1997. An increase in general and administrative expenses offset by a decrease
in repairs and maintenance and depreciation expense.

Depreciation  decreased by $84,176 for the nine months ended  September 30, 1998
as compared to the nine months ended September 30, 1997. This decrease is due to
Cedar Run, which is currently classified as an asset held for sale, for which no
depreciation has been recognized since August 1, 1997.

Repairs and maintenance expense increased for the three months and decreased for
the nine months ended September 30, 1998 by $15,165 and $100,207,  respectively,
compared to the same  periods in 1997.  The  increase for the three months ended
September  30, 1998 as compared to the same period last year is due to increases
in cleaning and  decorating.  The decrease is due to the  reduction in appliance
and  carpet  replacement  expenses  at the  properties,  which  did not meet the
criteria for capitalization.  This decrease is also due to a reduction in carpet
cleaning, carpet repair and equipment and furniture rental.

General and administrative expenses increased $25,219 and $177,978 for the three
and nine months ended September 30, 1998, respectively,  as compared to the same
periods  last year.  The  increase  was mainly due to costs  incurred to explore
alternatives to maximize the value of the Partnership (see Liquidity and Capital
Resources).  The increase was  partially  offset by  decreases  attributable  to
investor services. During 1997, charges for investor services were provided by a
third  party  vendor.  Beginning  with 1998,  these  services  are  provided  by
affiliates of the General Partner.

General and  administrative-affiliate  expenses  increased by $6,977 and $27,955
for the three  and nine  months  ended  September  30,  1998,  respectively,  as
compared  to the same  periods  of 1997.  The  increase  is due to the change in
investor services charges as discussed above.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated  $1,472,671 of cash in the first nine months of 1998 as compared
to  $1,383,220  for the same period in 1997.  The  increase in cash  provided by
operating  activities  of $89,451  was mainly the result of an  increase in cash
received from tenants and decrease in the cash paid to  affiliates  offset by an
increase in property taxes.

The Partnership  expended $418,732 and $365,838 for capital  improvements to its
properties in the first nine months of 1998 and 1997, respectively.



<PAGE>
During the first nine months of 1998, the Partnership paid $351,637 in principal
payments on the mortgage notes and made distributions of $749,797 to the limited
partners.

Short-term liquidity:

At  September  30,  1998,  the  Partnership  held cash and cash  equivalents  of
$1,070,884,  a decrease of $47,495 from the balance at December  31, 1997.  This
balance  provides a comfortable  level of working capital for the  Partnership's
operations.

During 1998, 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 1998, the Partnership has budgeted to spend approximately $616,000 on capital
improvements, which are expected to be funded from operations of the properties.

Long-term liquidity:

For the long-term,  property operations will remain the primary source of funds.
While the present outlook for the Partnership's  liquidity is favorable,  market
conditions may change and property  operations can  deteriorate.  In that event,
the Partnership  would require other sources of working  capital.  No such other
sources have been  identified,  and the Partnership has no established  lines of
credit.  Other possible actions to resolve working capital  deficiencies include
refinancing or  renegotiating  terms of existing loans,  deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the  competitiveness  or marketability  of the properties,  or arranging
working capital support from affiliates. All or a combination of these steps may
be  inadequate  or  unfeasible  in  resolving  such  potential  working  capital
deficiencies.  No affiliate  support has been required in the past, and there is
no assurance  that support  would be provided in the future,  since  neither the
General Partner nor any affiliates have any obligation in this regard.

As previously announced, the Partnership has retained PaineWebber,  Incorporated
("PaineWebber")  as its exclusive  financial advisor to explore  alternatives to
maximize  the  value  of  the  Partnership  including,   without  limitation,  a
transaction  in which  limited  partnership  interests  in the  Partnership  are
converted  into  cash.  The  Partnership,   through  PaineWebber,  has  provided
financial  and  other  information  to  interested   parties  and  is  currently
conducting  discussions  with one such party in an attempt to reach a definitive
agreement  with respect to a sale  transaction.  It is possible that the General
Partner  and its  affiliates  will  receive  non-cash  consideration  for  their
ownership  interests in connection  with any such  transaction.  There can be no
assurance that any such agreement will be reached nor the terms thereof.

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, 1998 and 1997,  net loss of $(1,530)  and net income of $369,293,
respectively,  was  allocated  to the  General  Partner.  The  limited  partners
received net loss  allocations  of $(151,462) and $(497,514) for the nine months
ended September 30, 1998 and 1997, respectively.



<PAGE>
During 1998, the limited partners received a cash distribution of $749,797.  The
distribution consisted of funds from operations.  A distribution of $367,893 for
the MID was accrued by the  Partnership  for the nine months ended September 30,
1998 for the General Partner.

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, 1998. 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  sales or  refinancings of its
properties, and respond to changing economic and competitive factors.

Other Information:

Management has reviewed its information  technology  infrastructure  to identify
any  systems  that could be  affected  by the year 2000  problem.  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.  The
information  systems  used  by  the  Partnership  for  financial  reporting  and
significant  accounting  functions were made year 2000  compliant  during recent
systems conversions.

Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties. Management intends to inventory
all such systems and query  suppliers,  vendors and  manufacturers  to determine
year 2000 compliance.  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.  Management is in the process of identifying
those risks as well as  developing  a  contingency  plan to  mitigate  potential
adverse effects from non-compliance.




<PAGE>
                           PART II. OTHER INFORMATION

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

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

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval  was  received  on  October 6,  1998.  A hearing on final  Court
approval is scheduled for December 17, 1998.

Plaintiff's  counsel  intend  to seek an  order  awarding  attorney's  fees  and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  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.



<PAGE>

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

(a)      Exhibits.

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

         3.1                        Amended  and Restated Partnership  Agreement
                                    dated October 11, 1991. (1)

         11.                        Statement regarding  computation of net loss
                                    per limited  partnership  unit: Net loss per
                                    limited  partnership  unit  is  computed  by
                                    dividing  net loss  allocated to the limited
                                    partners    by   the   number   of   limited
                                    partnership  units  outstanding.   Per  unit
                                    information   has  been  computed  based  on
                                    102,796    limited     partnership     units
                                    outstanding in 1998 and 1997, respectively.

         27.                        Financial  Data  Schedule  for  the  quarter
                                    ended September 30, 1998.

         (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, 1998.


<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 16, 1998                 By:  /s/  Ron K. Taylor
-----------------                    -------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                        Investors, Inc.
                                       (Principal Financial Officer)





November 16, 1998                 By:  /s/  Brandon K. Flaming
-----------------                    -------------------------------------------
Date                                   Brandon K. Flaming
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)