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, 1997
                          ------------------------------------------------------


                                       OR

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

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



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




         California                                33-0050225
--------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)




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



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



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

                          PART I. FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                        September 30,        December 31,
                                                                            1997                 1996
                                                                       ---------------      --------------
ASSETS
-------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $       392,000      $      699,697
   Buildings and improvements...............................                 3,862,084           6,192,970
                                                                        --------------       -------------
                                                                             4,254,084           6,892,667
   Less:  Accumulated depreciation..........................                (1,224,101)         (1,435,080)
                                                                        --------------       -------------
                                                                             3,029,983           5,457,587

Mortgage loan investments, net of allowance of
   $792,013 at September 30, 1997 and
   December 31, 1996........................................                 3,302,969           3,404,553
Mortgage loan investment - affiliate........................                   733,900             733,900
Cash and cash equivalents ..................................                 4,620,991           3,188,257
Cash segregated for security deposits.......................                    30,221              54,950
Interest and other accounts receivable......................                    88,994              74,629
Escrow deposits.............................................                   120,716             153,977
Deferred borrowing costs, net of accumulated amorti-
   zation of $56,485 and $45,275 at September
   30, 1997 and December 31, 1996, respectively.............                   105,009             116,219
Prepaid expenses and other assets...........................                     4,200               5,034
                                                                        --------------       -------------
                                                                       $    12,036,983      $   13,189,106
                                                                        ==============       =============

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

Mortgage note payable, net..................................           $     2,679,526      $    2,715,909
Accounts payable and other accrued expenses.................                    50,614              97,230
Accrued property taxes......................................                   104,545             130,957
Payable to affiliates.......................................                   145,717              40,962
Deferred revenue............................................                   158,884             163,852
Security deposits and deferred rental revenue...............                    27,808              43,782
                                                                        --------------       -------------
                                                                             3,167,094           3,192,692
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited partners - 60,000 limited partnership units
     authorized;  49,512 limited partnership units issued 
     and outstanding at September 30, 1997 and 
     December 31, 1996......................................                 9,167,517          10,315,277
   General Partner..........................................                  (297,628)           (318,863)
                                                                        --------------       -------------
                                                                             8,869,889           9,996,414
                                                                        --------------       -------------
                                                                       $    12,036,983      $   13,189,106
                                                                        ==============       =============
</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,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>               <C>            
   Rental revenue................     $      308,473     $      338,728    $      966,384    $     1,047,295
   Interest income on mortgage
     loan investments............             80,065             73,221           210,317            215,078
   Interest income on mortgage
     loan investment - affiliate.             15,473             15,473            45,915             46,083
   Other interest income.........             50,624             44,304           120,424            137,618
   Gain on disposition of real
     estate......................          1,962,280                  -         1,962,280                  -
                                       -------------      -------------     -------------      -------------
     Total revenue...............          2,416,915            471,726         3,305,320          1,446,074
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             61,553             62,348           185,528            187,847
   Depreciation..................             33,287             85,185           178,311            254,539
   Property taxes................             39,406             36,302           128,645            121,278
   Personnel costs...............             38,539             37,009           116,001            107,733
   Utilities.....................             22,647             24,054            62,286             61,985
   Repairs and maintenance.......             33,783             32,955           103,091             95,005
   Property management
     fees - affiliates...........             14,944             16,358            47,767             50,174
   Other property operating
     expenses....................             26,610             25,366            72,884             68,207
   General and administrative....             25,749             48,879            82,213             96,964
   General and administrative -
     affiliates..................             73,197             67,848           205,132            235,784
                                       -------------      -------------     -------------      -------------
     Total expenses..............            369,715            436,304         1,181,858          1,279,516
                                       -------------      -------------     -------------      -------------

Net income.......................     $    2,047,200     $       35,422    $    2,123,462     $      166,558
                                       =============      =============     =============      =============

Net income allocable
   to limited partners...........     $    2,026,728     $       35,068    $    2,102,227     $      164,892
Net income allocable
   to General Partner............             20,472                354            21,235              1,666
                                       -------------      -------------     -------------      -------------
Net income.......................     $    2,047,200     $       35,422    $    2,123,462     $      166,558
                                       =============      =============     =============      =============

Net income per limited
   partnership unit..............     $        40.94     $          .71    $        42.46     $         3.33
                                       =============      =============     =============      =============

Distributions per limited
   partnership unit..............     $        50.49     $        12.12    $        65.64     $        24.24
                                       =============      =============     =============      =============
</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, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Equity
                                                 ---------------         --------------        ---------------
<S>                                              <C>                     <C>                   <C>            
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
                                                  =============           =============         =============



Balance at December 31, 1996..............       $     (318,863)         $   10,315,277        $    9,996,414

Net income................................               21,235               2,102,227             2,123,462

Distributions.............................                    -              (3,249,987)           (3,249,987)
                                                  -------------           -------------         -------------

Balance at September 30, 1997.............       $     (297,628)         $    9,167,517        $    8,869,889
                                                  =============           =============         =============

</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,
                                                                -------------------------------------------
                                                                       1997                      1996
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $          973,198         $     1,054,770
   Cash paid to suppliers............................                     (485,988)               (493,926)
   Cash paid to affiliates...........................                     (272,644)               (307,090)
   Interest received.................................                      325,966                 345,346
   Interest received from affiliates.................                       36,665                  36,665
   Interest paid.....................................                     (168,562)               (171,873)
   Property taxes paid...............................                      (24,100)                 (1,993)
   Property taxes escrowed...........................                      (97,044)                (88,645)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      287,491                 373,254
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (157,761)                (42,041)
   Proceeds from disposition of real estate..........                    4,493,834                       -
   Collection of principal on mortgage loan
     investments.....................................                      101,584                  99,399
                                                                 -----------------          --------------
Net cash provided by investing activities............                    4,437,657                  57,358
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                      (42,427)                (39,117)
   Distributions paid................................                   (3,249,987)             (1,199,950)
                                                                 -----------------          --------------
Net cash used in financing activities................                   (3,292,414)             (1,239,067)
                                                                 -----------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                    1,432,734                (808,455)

Cash and cash equivalents at beginning of
   period............................................                    3,188,257               3,927,223
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        4,620,991         $     3,118,768
                                                                 =================          ==============
</TABLE>



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

                 See accompanying notes to financial statements.
<PAGE>
                        MCNEIL REAL ESTATE FUND XX, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                               September 30,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $      2,123,462         $       166,558
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation......................................                      178,311                 254,539
   Amortization of deferred borrowing costs..........                       11,210                  10,508
   Amortization of discount on mortgage note
     payable.........................................                        6,044                   5,732
   Gain on disposition of real estate................                   (1,962,280)                      -
   Disposition fee payable to affiliate..............                     (124,500)                      -
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       24,729                   2,658
     Interest and other accounts receivable..........                      (14,365)                  2,003
     Escrow deposits.................................                       33,261                  22,529
     Prepaid expenses and other assets...............                          834                   1,119
     Accounts payable and other accrued
       expenses......................................                      (46,616)                (63,049)
     Accrued property taxes..........................                      (26,412)                  7,069
     Payable to affiliates...........................                      104,755                 (21,132)
     Deferred revenue................................                       (4,968)                 (4,967)
     Security deposits and deferred rental
       revenue.......................................                      (15,974)                (10,313)
                                                                   ---------------          --------------

       Total adjustments.............................                   (1,835,971)                206,696
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        287,491         $       373,254
                                                                   ===============          ==============
</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, 1997
                                   (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, 1997
are not necessarily indicative of the results to be expected for the year ending
December 31, 1997.

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,  1996,  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 The Herman Group, 2121 San Jacinto St.,
26th Floor, Dallas, Texas 75201.

NOTE 3.
-------

Certain prior period amounts have been  reclassified to conform with the current
period presentation.

NOTE 4.
-------

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

Under the terms of its partnership agreement, the Partnership pays a disposition
fee to an  affiliate  of the General  Partner  equal up to 3% of the gross sales
price  for  brokerage  services  performed  in  connection  with the sale of the
Partnership's  properties,  provided,  however,  that in no event shall all real
estate  commissions  (including the disposition  fee) paid to all persons exceed
the amount customarily charged in similar arms-length  transactions.  The fee is
due and payable at the time the sale closes.  The Partnership  incurred $124,500
of such  fees  during  1997  in  connection  with  the  sale of 1130  Sacramento
Condominiums.  This amount represents 2.65% of the gross sales price. These fees
have not yet  been  paid by the  Partnership  and are  included  in  payable  to
affiliates - General Partner on the Balance Sheets at September 30, 1997.

<PAGE>
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.

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,
                                                          ----------------------
                                                            1997         1996
                                                          ---------    ---------

Property management fees.............................     $  47,767    $  50,174
Charged to gain on disposition of real estate:
   Disposition fees..................................       124,500            -
Charged to general and administrative -
   affiliates:
   Partnership administration........................        83,087      113,098
   Asset management fee..............................       122,045      122,686
                                                           --------     --------
                                                          $ 377,399    $ 285,958
                                                           ========     ========

Payable to  affiliates  at September  30, 1997 and  December 31, 1996  consisted
primarily of unpaid  property  management  fees,  disposition  fees (1997 only),
Partnership  general and  administrative  expenses and asset management fees and
are due and payable from current operations.

NOTE 5.
-------

The Partnership extended the maturity of its mortgage loan  investment-affiliate
from April 1, 1997 to September 1, 1997. The  Partnership has verbally agreed to
further extend the maturity to December 15, 1997.  The borrowing  partnership is
currently attempting to refinance the mortgage loan.


<PAGE>
NOTE 6.
-------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since  1130  Sacramento  Condominiums  was  placed on the  market  for sale,  no
depreciation  was taken  effective  April 15,  1997.  On  August  1,  1997,  the
Partnership  sold  one of four  units  of  1130  Sacramento  to an  unaffiliated
purchaser.  The remaining  three units were sold to the same purchaser on August
28,  1997.  The cash  purchase  price for all four  units was  $4,700,000.  Cash
proceeds and the gain on disposition of real estate are detailed below:

                                                    Gain on Sale   Cash Proceeds
                                                   -------------   -------------
     Cash sales price..........................    $  4,700,000    $  4,700,000
     Selling costs.............................        (330,666)       (206,166)
                                                                    -----------

     Net cash proceeds.........................    $  4,493,834
                                                                    ===========

     Carrying value............................      (2,407,054)
                                                    -----------

     Gain on disposition of real estate........    $  1,962,280
                                                    ===========


As discussed in Note 4, the Partnership  incurred  $124,500 of disposition  fees
payable to an affiliate of the General  Partner in  connection  with the sale of
1130  Sacramento.  These fees reduced the amount of the gain on  disposition  of
real estate (they are included in selling costs, above). However, since the fees
have not yet been paid, they did not reduce the amount of net cash proceeds from
the  sale.  The net  cash  proceeds  from the  sale of 1130  Sacramento  will be
$4,369,334 after payment of the disposition fees.

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;  1130 Sacramento Condominiums was sold in August 1997.

The  Partnership  reported net income of $2,123,462 for the first nine months of
1997 as  compared  to  $166,558  for the same  period in 1996.  Revenues in 1997
increased to $3,305,320 from $1,446,074 in 1996,  while expenses were $1,181,858
in 1997 as compared to $1,279,516 in 1996.






<PAGE>
Net cash provided by operating activities was $287,491 for the nine months ended
September 30, 1997. The Partnership expended $157,761 for capital  improvements,
made $42,427 in principal  payments on its mortgage note payable and distributed
$3,249,987 to the limited partners. After receiving proceeds from disposition of
1130  Sacramento of $4,493,834 and collecting  $101,584 of principal on mortgage
loan investments,  cash and cash equivalents totaled $4,620,991 at September 30,
1997, a net increase of $1,432,734 from the balance at December 31, 1996.

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

Revenue:

Total revenue  increased by  $1,945,189  and  $1,859,246  for the three and nine
month periods ended  September 30, 1997,  respectively,  as compared to the same
periods in 1996.  The  increase was mainly due to a gain on the  disposition  of
1130  Sacramento,  partially  offset by a decrease in rental  revenues and other
interest income, as discussed below.

Rental revenue for the three and nine months ended  September 30, 1997 decreased
by $30,255 and $80,911,  respectively,  as compared to the same periods in 1996.
The decrease was mainly due to a decrease in rental revenue at 1130  Sacramento.
One of the four condominium  units was vacated in April 1997 and was sold at the
beginning  of August  1997.  The  remaining  three units were sold at the end of
August 1997. There was also a decline in rental rates in 1997.

Other interest income increased by $6,320 and decreased by $17,194 for the three
and nine month periods ended  September 30, 1997,  respectively,  as compared to
the same periods in 1996.  The overall  decrease was the result of a decrease in
cash available for short-term  investment in the first half of 1997,  mainly due
to the  payment  of  distributions  to  limited  partners.  Cash  available  for
short-term  investment  increased  in the third  quarter of 1997 due to proceeds
received from the sale of 1130 Sacramento in August 1997.

On August 1, 1997,  the  Partnership  sold one of four units of 1130  Sacramento
Condominiums to an unaffiliated  purchaser.  The remaining three units were sold
to the same  purchaser on August 28, 1997.  The cash purchase price for all four
units was $4,700,000.  The Partnership  recognized a gain on disposition of real
estate of $1,962,280 as more fully discussed in Item 1, Note 6.

Expenses:

Total  expenses for the three and nine month  periods  ended  September 30, 1997
decreased by $66,589 and $97,658,  respectively, as compared to the same periods
in 1996. The decrease was mainly due to a decrease in  depreciation  expense and
general and administrative expenses, as discussed below.

Depreciation  and  amortization  expense  for the  three and nine  months  ended
September 30, 1997 decreased by $51,898 and $76,228,  respectively,  in relation
to  the  same  periods  in  1996.  The  decrease  was  due  to  1130  Sacramento
Condominiums  being  classified  as an asset  held  for sale by the  Partnership
effective April 15, 1997. In accordance with the Financial  Accounting Standards
Board's Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,"
the Partnership  ceased  recording  depreciation on the asset at the time it was
placed on the market for sale.



<PAGE>
General and  administrative  expenses  decreased  by $23,130 and $14,751 for the
three and nine months ended September 30, 1997, respectively, in relation to the
comparable  periods in 1996.  The decrease was mainly due to a decrease in costs
incurred  relating to evaluation and  dissemination of information  regarding an
unsolicited  tender offer.  This decrease was partially offset by costs incurred
for investor  services  which were paid to an unrelated  third party in 1997. In
1996,  such costs were paid to an  affiliate  of the  General  Partner  and were
included  in general  and  administrative  -  affiliates  on the  Statements  of
Operations.

General and administrative - affiliates increased by $5,349 for the three months
and  decreased  by  $30,652  for the  nine  months  ended  September  30,  1997,
respectively,  as compared to the same periods in 1996. The overall decrease was
due to a decrease in overhead  expenses  allocated to the Partnership by McREMI,
approximately  $20,000 of which was due to investor  services being performed by
an unrelated third party in 1997.

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

The Partnership  generated $287,491 of cash through operating activities for the
first nine months of 1997 as compared  to  $373,254  generated  during the first
nine months of 1996.  The  decrease in 1997 was  primarily  due to a decrease in
cash  received  from  tenants  (see  discussion  of decrease in rental  revenue,
above).

The Partnership  expended  $157,761 and $42,041 for capital  improvements to its
properties  during the first  nine  months of 1997 and 1996,  respectively.  The
increase  in 1997 was mainly due to  exterior  painting  and  carpentry  work at
Sterling  Springs  Apartments.  In  addition,  the  pool  was  resurfaced  and a
retaining wall was replaced at Sterling Springs. The exterior of 1130 Sacramento
condominiums was also repainted and the parking lot was refurbished in 1997.

The  Partnership  received net   proceeds  from the sale of 1130  Sacramento  of
$4,493,834  in August 1997. No such proceeds were received in 1996.

The Partnership  distributed  $3,249,987 and $1,199,950 to the limited  partners
during the nine months ended September 30, 1997 and 1996, respectively.

Short-term liquidity:

At  September  30,  1997,  the  Partnership  held cash and cash  equivalents  of
$4,620,991.  This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its remaining property.

In 1997, the operation of Sterling Springs  Apartments,  the  Partnerships  only
remaining  property,  is expected to provide  sufficient  positive cash flow for
normal  operations.  Management  will perform routine repairs and maintenance on
the  property to  preserve  and  enhance  its value and  competitiveness  in the
market.  Capital improvements to the Partnership's property in 1997 are expected
to be funded from operations of the property.

For 1997,  management  expects  that cash from  operations  of its  property 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.



<PAGE>
Long-term liquidity:

The Partnership's remaining 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.

The Partnership  has determined to begin orderly  liquidation of all its assets.
Although  there can be no assurance as to the timing of the  liquidation  due to
real estate  market  conditions,  the general  difficulty  of  disposing of real
estate,  and  other  general  economic  factors,  it is  anticipated  that  such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution  to the limited  partners by  December  1998.  In this
regard,  the Partnership  placed 1130 Sacramento  Condominiums on the market for
sale effective April 15, 1997. In August 1997, the Partnership  sold all four of
the condominium units to a non-affiliate for $4.7 million.


                           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).






<PAGE>
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.  Defendants intend to file a demurrer to the second  consolidated and
amended complaint on or before December 1, 1997.


<PAGE>

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

(a)      Exhibits.

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

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

         11.                        Statement   regarding   computation  of  Net
                                    Income per  Limited  Partnership  Unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income allocated to
                                    the limited partners by the weighted average
                                    number   of   limited    partnership   units
                                    outstanding.  Per unit  information has been
                                    computed based on 49,512 limited partnership
                                    units outstanding in 1997 and 1996.

         27.                        Financial  Data   Schedule  for  the quarter
                                    ended September 30, 1997.

(b)      Reports on Form 8-K. A Form 8-K with respect to Item 2 dated August 28,
         1997  was  filed  on  October  22,  1997  regarding  the  sale  of 1130
         Sacramento Condominiums.



<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 13, 1997                 By:  /s/  Ron K. Taylor
-----------------                    -------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil 
                                        Investors, Inc.
                                       (Principal Financial Officer)




November 13 , 1997                By:  /s/  Carol A. Fahs
------------------                   ------------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)