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


                                    FORM 10-Q/A



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


      For the quarterly period ended     March 31, 1999
                                     -------------------------------------------

                                       OR

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

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


                        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>
                                                                          March 31,          December 31,
                                                                           1999                  1998
                                                                       -------------        -------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>         
   Land .......................................................        $  6,220,730         $  6,220,730
   Buildings and improvements .................................          42,144,255           42,086,266
                                                                       ------------         ------------
                                                                         48,364,985           48,306,996
   Less:  Accumulated depreciation ............................         (24,502,737)         (24,021,290)
                                                                       ------------         ------------
                                                                         23,862,248           24,285,706

Asset held for sale ...........................................           3,487,893            3,487,893

Cash and cash equivalents .....................................           1,140,110            1,199,360
Cash segregated for security deposits .........................             231,214              214,190
Accounts receivable ...........................................              26,344               33,736
Prepaid expenses and other assets .............................              37,105               37,105
Escrow deposits ...............................................             456,577              365,199
Deferred borrowing costs (net of accumulated  amortization
   of $479,902 and $455,712 at March 31, 1999 and December
   31, 1998, respectively) ....................................             529,430              553,620
                                                                       ------------         ------------
                                                                       $ 29,770,921         $ 30,176,809
                                                                       ============         ============

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

Mortgage notes payable, net ...................................        $ 22,948,009         $ 23,057,324
Accrued expenses ..............................................             140,936              126,907
Accrued property taxes ........................................             292,200              177,643
Accrued interest ..............................................             159,538              160,388
Payable to affiliates - General Partner .......................             964,291              851,407
Security deposits and deferred rental revenue .................             189,737              185,874
                                                                       ------------         ------------
                                                                         24,694,711           24,559,543
                                                                       ------------         ------------

Partners' equity (deficit):
   Limited partners - 120,000 limited partnership units
     authorized;  102,796 limited partnership units
     issued and outstanding at March 31, 1999
     and December 31, 1998 ....................................           6,217,455            6,672,660
   General Partner ............................................          (1,141,245)          (1,055,394)
                                                                       ------------         ------------
                                                                          5,076,210            5,617,266
                                                                       ------------         ------------
                                                                       $ 29,770,921         $ 30,176,809
                                                                       ============         ============
</TABLE>

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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                               -------------------------------
                                                                   1999                1998
                                                               -----------         -----------
Revenue:
<S>                                                            <C>                 <C>        
   Rental revenue .....................................        $ 1,940,568         $ 2,028,217
   Interest ...........................................             13,274              26,442
                                                               -----------         -----------
     Total revenue ....................................          1,953,842           2,054,659
                                                               -----------         -----------

Expenses:
   Interest ...........................................            518,937             532,124
   Depreciation and amortization ......................            481,447             474,364
   Property taxes .....................................            114,557             115,473
   Personnel expenses .................................            240,074             237,200
   Utilities ..........................................            111,463             106,004
   Repair and maintenance .............................            183,560             146,353
   Property management fees - affiliates ..............             98,168             101,452
   Other property operating expenses ..................            122,566             129,689
   General and administrative .........................             52,964              85,711
   General and administrative - affiliates ............             47,899              45,805
                                                               -----------         -----------
     Total expenses ...................................          1,971,635           1,974,175
                                                               -----------         -----------

Net income (loss) .....................................        $   (17,793)        $    80,484
                                                               ===========         ===========

Net income (loss) allocable to limited partners .......        $   (55,329)        $    79,680
Net income allocable to General Partner ...............             37,536                 804
                                                               -----------         -----------
Net income (loss) .....................................        $   (17,793)        $    80,484
                                                               ===========         ===========

Net income (loss) per limited partnership unit ........        $      (.54)        $       .78
                                                               ===========         ===========

Distribution per limited partnership unit .............        $      3.89         $      4.86
                                                               ===========         ===========
</TABLE>




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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                               Total
                                                       General            Limited            Partners'
                                                       Partner            Partners        Equity (Deficit)
                                                    ------------        ------------      ----------------
<S>                                                 <C>                 <C>                 <C>        
Balance at December 31, 1997 ...............        $  (561,038)        $ 7,555,525         $ 6,994,487

Net income .................................                804              79,680              80,484

Management Incentive Distribution ..........           (138,180)                 --            (138,180)

Distributions to limited partners ..........                 --            (500,004)           (500,004)
                                                    -----------         -----------         -----------

Balance at March 31, 1998 ..................        $  (698,414)        $ 7,135,201         $ 6,436,787
                                                    ===========         ===========         ===========


Balance at December 31, 1998 ...............        $(1,055,394)        $ 6,672,660         $ 5,617,266

Net loss ...................................             37,536             (55,329)            (17,793)

Management Incentive Distribution ..........           (123,387)                 --            (123,387)

Distributions to limited partners ..........                 --            (399,876)           (399,876)
                                                    -----------         -----------         -----------

Balance at March 31, 1999 ..................        $(1,141,245)        $  6,217,455        $ 5,076,210
                                                    ===========         ===========         ===========

</TABLE>



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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                            March 31,
                                                               --------------------------------
                                                                   1999               1998
                                                               ------------        ------------
Cash flows from operating activities:
<S>                                                            <C>                 <C>        
   Cash received from tenants .........................        $ 1,920,928         $ 2,035,722
   Cash paid to suppliers .............................           (664,333)           (746,714)
   Cash paid to affiliates ............................           (114,220)           (101,390)
   Interest received ..................................             13,274              26,442
   Interest paid ......................................           (480,318)           (490,083)
   Property taxes paid ................................           (109,772)           (120,322)
                                                               -----------         -----------
Net cash provided by operating activities .............            565,559             603,655
                                                               -----------         -----------

Cash used in investing activities:
   Additions to real estate investments and
     asset held for sale ..............................            (57,989)            (30,714)
                                                               -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable ..........................................           (124,594)           (114,829)
   Management Incentive Distribution ..................            (42,350)                 --
   Distributions to limited partners ..................           (399,876)           (500,004)
                                                               -----------         -----------
Net cash used in financing activities .................           (566,820)           (614,833)
                                                               -----------         -----------

Net decrease in cash and cash equivalents .............            (59,250)            (41,892)

Cash and cash equivalents at beginning of
   period .............................................          1,199,360           1,118,379
                                                               -----------         -----------

Cash and cash equivalents at end of period ............        $ 1,140,110         $ 1,076,487
                                                               ===========         ===========
</TABLE>



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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                              March 31,
                                                                   ---------------------------
                                                                      1999              1998
                                                                   ----------        ---------
<S>                                                                <C>               <C>      
Net income (loss) .........................................        $ (17,793)        $  80,484
                                                                   ---------         ---------

Adjustments to reconcile net income (loss) to net
   cash  provided by operating activities:
   Depreciation ...........................................          481,447           474,364
   Amortization of discounts on mortgage
     notes payable ........................................           15,279            14,140
   Amortization of deferred borrowing costs ...............           24,190            28,685
   Changes in assets and liabilities:
     Cash segregated for security deposits ................          (17,024)          (12,251)
     Accounts receivable ..................................            7,392            43,892
     Prepaid expenses and other assets ....................               --             4,399
     Escrow deposits ......................................          (91,378)         (159,883)
     Accrued expenses .....................................           14,029           (10,095)
     Accrued property taxes ...............................          114,557           115,473
     Accrued interest .....................................             (850)             (784)
     Payable to affiliates - General Partner ..............           31,847            45,867
     Security deposits and deferred rental
       revenue ............................................            3,863           (20,636)
                                                                   ---------         ---------

       Total adjustments ..................................          583,352           523,171
                                                                   ---------         ---------

Net cash provided by operating activities .................        $ 565,559         $ 603,655
                                                                   =========         =========
</TABLE>


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

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND XV, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 1999

NOTE 1.
-------

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

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However, the results of operations for the three months ended March 31, 1999 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1999.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1998,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund 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. Tangible
asset value is  determined  by using the greater of (i) an amount  calculated by
applying a  capitalization  rate of 9% to the annualized net operating income of
each  property  or (ii) a value of $10,000 per  apartment  unit to arrive at the
property  tangible asset value. The property  tangible asset value is then added
to the book value of all other assets  excluding  intangible  items. The maximum
MID percentage decreases to .75% in 2000, .50% in 2001 and .25% thereafter.



<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:

                                                            Three Months Ended
                                                                March 31,
                                                         -----------------------
                                                           1999           1998
                                                         ---------     ---------

Property management fees - affiliates................    $  98,168     $ 101,452
Charged to general and administrative -
   affiliates:
   Partnership administration........................       47,899        45,805
                                                          --------      --------
                                                         $ 146,067     $ 147,257
                                                          ========      ========

Charged to General Partner's deficit:
   MID...............................................    $ 123,387     $ 138,180
                                                          ========      ========

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
March 31, 1999, 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 $100,817 or 5% for the three  months  ended
March  31,  1999 as  compared  to the same  period  last  year.  Rental  revenue
decreased by $87,649 or 4% and interest  income  decreased by $13,168 or 50% for
the three months ended March 31, 1999 as compared to the same period last year.

<PAGE>
Rental revenues  decreased  $87,649 for the three months ended March 31, 1999 as
compared to the same period last year. The decrease in rental revenues is due to
a decrease in occupancy 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 occupancy as a result of over  building in
the apartment market.

Expenses:

Partnership  expenses  decreased  by $2,540 for the three months ended March 31,
1999 as  compared  to the same  period  in  1998.  A  decrease  in  general  and
administrative  expenses  was  partially  offset by an  increase  in repairs and
maintenance expense.

Repairs and maintenance  expense  increased for the three months ended March 31,
1999 by $37,207 or 25% as compared to the same period in 1998.  The  increase is
due to increases in cleaning and decorating,  floor and window  replacements and
landscaping expense.  Most of these increased costs incurred at Mountain Shadows
where the  increased  vacancy rate is forcing the  Partnership  to spend more to
bring units to a market ready condition.

General  and  administrative  expenses  decreased  $32,747  or 38% for the three
months  ended March 31,  1999 as  compared  to the same  period  last year.  The
decrease is mainly due to decreased  costs incurred to explore  alternatives  to
maximize the value of the Partnership (see Liquidity and Capital Resources).

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which  generated  $565,559 of cash in the first three months of 1999 as compared
to  $603,655  for the same  period in 1998.  The  decrease  in cash  provided by
operating  activities  of $38,096  was mainly the result of an  decrease in cash
received  from  tenants  which  was  offset by a  reduction  in the cash paid to
suppliers.

The  Partnership  expended  $57,989 and $30,714 for capital  improvements to its
properties in the first three months of 1999 and 1998, respectively.

Total  principal  payments on mortgage notes payable were $124,594 for the three
months ended March 31, 1999 as compared to $114,829 for the same period of 1998.
The Partnership  distributed $399,876 to the limited partners during 1999, while
$500,004 was paid during 1998.

Short-term liquidity:

At March 31, 1999, the Partnership held cash and cash equivalents of $1,140,110,
a decrease of $59,250  from the  balance at  December  31,  1998.  This  balance
provides  a  comfortable   level  of  working  capital  for  the   Partnership's
operations.

During 1999, 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 1999, the Partnership has budgeted to spend approximately $408,000 on capital
improvements, which are expected to be funded from operations of the properties.



<PAGE>
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
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. During
the last full week of March,  the Partnership  entered into a 45 day exclusivity
agreement  with a  well-financed  bidder with whom it had commenced  discussions
with respect to a sale  transaction.  The  Partnership  and such party have made
significant  progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing  negotiations,  the exclusivity  agreement has been extended
for an  additional  21 days until June 4, 1999.  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  regarding  whether any such  agreement  will be reached nor the terms
thereof.

The Partnership  placed Cedar Run Apartments on the market for sale on August 1,
1997.

Income allocations and distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 99:1 to the limited partners and
the General Partner,  respectively.  Therefore, for the three months ended March
31, 1999 and 1998, net income of $37,536 and $804,  respectively,  was allocated
to the General Partner.  The limited partners received  allocations of $(55,329)
and $79,680 for the three months ended March 31, 1999 and 1998, respectively.

During 1999, the limited partners received a cash distribution of $399,876.  The
distribution consisted of funds from operations.  A distribution of $123,387 for
the MID was accrued by the Partnership for the three months ended March 31, 1999
for the General Partner.







<PAGE>
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 March 31,  1999.  All of these  statements  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate  sales or  refinancings of its
properties, and respond to changing economic and competitive factors.

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

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

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

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

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

Cost
----

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



<PAGE>
Risks
-----

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

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

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance.  Management  will assess these risks and develop  plans to mitigate
possible failures by July 1999.

                           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 XXIII,  L.P.,  McNeil Real Estate Fund XXIV, L.P.,  McNeil Real Estate Fund
XXV,  L.P.,  McNeil  Real Estate  Fund XXVI,  L.P.,  and McNeil Real Estate Fund
XXVII,  L.P., Hearth Hollow  Associates,  McNeil Midwest  Properties I, L.P. and
Regency North Associates,  L.P., - Superior Court of the State of California for
the  County of Los  Angeles,  Case No.  BC133799  (Class and  Derivative  Action
Complaint).

The action involves  purported  class and derivative  actions brought by limited
partners  of each  of the  limited  partnerships  that  were  named  as  nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. 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




<PAGE>
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 for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.

Because McNeil Real Estate Fund XXIII,  L.P., Hearth Hollow  Associates,  McNeil
Midwest  Properties I, L.P. and Regency North Associates,  L.P. would be part of
the  transaction  contemplated  in the settlement  and Plaintiffs  claim that an
effort should be made to sell the McNeil Partnerships,  Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII,  L.P.,  Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.

Plaintiff's  counsel  intends  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 1999 and 1998, respectively.

         27.                        Financial  Data  Schedule  for  the  quarter
                                    ended March 31, 1999.

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

(b)      Reports on  Form  8-K.  There were no reports on Form  8-K filed during
         the quarter ended  March 31, 1999.
<PAGE>
                        McNEIL REAL ESTATE FUND XV, LTD.

                                   SIGNATURES

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



                           McNEIL REAL ESTATE FUND XV, Ltd.

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

                                By: McNeil Investors, Inc., General Partner





May 18, 1999                    By: /s/  Ron K. Taylor
------------                       ---------------------------------------------
Date                                Ron K. Taylor
                                    President and Director of McNeil 
                                     Investors, Inc.
                                    (Principal Financial Officer)





May 18, 1999                    By: /s/  Brandon K. Flaming
------------                       ---------------------------------------------
Date                                Brandon K. Flaming
                                    Vice President of McNeil Investors, Inc.
                                    (Principal Accounting Officer)