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         June 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>
                                                                            June 30,       December 31,
                                                                              1998             1997
ASSETS                                                                    -------------   --------------
------

Real estate investments:
<S>                                                                       <C>             <C>         
   Land ...............................................................   $  6,220,730    $  6,220,730
   Buildings and improvements .........................................     41,551,193      41,433,896
                                                                          ------------    ------------
                                                                            47,771,923      47,654,626
   Less:  Accumulated depreciation ....................................    (23,077,518)    (22,129,044)
                                                                          ------------    ------------
                                                                            24,694,405      25,525,582

Asset held for sale ...................................................      3,408,532       3,400,316

Cash and cash equivalents .............................................      1,179,409       1,118,379
Cash segregated for security deposits .................................        239,746         213,528
Accounts receivable ...................................................        143,208          94,750
Prepaid expenses and other assets .....................................         32,605          36,974
Escrow deposits .......................................................        385,405         341,153
Deferred borrowing costs (net of accumulated
   amortization of $398,885 and $344,742 at
   June 30, 1998 and December 31, 1997,
   respectively) ......................................................        610,447         664,590
                                                                          ------------    ------------
                                                                          $ 30,693,757    $ 31,395,272
                                                                          ============    ============

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

Mortgage notes payable, net ...........................................   $ 23,270,735    $ 23,474,480
Accrued property taxes ................................................        230,946         175,741
Accrued expenses ......................................................         92,134         120,757
Accrued interest ......................................................        162,038         163,621
Payable to affiliates - General Partner ...............................        528,201         249,503
Security deposits and deferred rental revenue .........................        186,938         216,683
                                                                          ------------    ------------
                                                                            24,470,992      24,400,785
                                                                          ------------    ------------

Partners' equity (deficit):
   Limited partners - 120,000  limited  partnership  units  authorized;        
     102,796 limited partnership units issued and outstanding at 
     June 30, 1998 and December 31, 1997 ..............................      7,043,193       7,555,525
   General Partner ....................................................       (820,428)       (561,038)
                                                                          ------------    ------------
                                                                             6,222,765       6,994,487
                                                                          ------------    ------------
                                                                          $ 30,693,757    $ 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>

                                      hree Months Ended              Six Months Ended
                                          June 30,                       June 30,
                                  --------------------------    --------------------------
                                     1998           1997           1998           1997
                                  -----------    -----------    -----------    -----------

Revenue:
<S>                               <C>            <C>            <C>            <C>        
   Rental revenue .............   $ 1,956,884    $ 1,987,828    $ 3,985,101    $ 3,937,483
   Interest ...................        17,262         12,467         43,704         29,576
                                  -----------    -----------    -----------    -----------
     Total revenue ............     1,974,146      2,000,295      4,028,805      3,967,059
                                  -----------    -----------    -----------    -----------

Expenses:
   Interest ...................       526,514        533,638      1,058,638      1,069,472
   Depreciation ...............       474,110        517,239        948,474      1,034,478
   Property taxes .............       115,473        111,285        230,946        222,570
   Personnel expenses .........       233,193        206,525        470,393        449,765
   Utilities ..................        85,505         68,481        191,509        180,999
   Repair and maintenance .....       257,576        305,695        403,929        519,301
   Property management
     fees - affiliates ........        98,068        100,264        199,520        201,523
   Other property operating
     expenses .................        86,771        105,707        216,460        229,901
   General and administrative .       138,965         32,121        224,676         71,917
   General and administrative -
     affiliates ...............        50,908         38,209         96,713         75,735
                                  -----------    -----------    -----------    -----------
     Total expenses ...........     2,067,083      2,019,164      4,041,258      4,055,661
                                  -----------    -----------    -----------    -----------

Net loss ......................   $   (92,937)   $   (18,869)   $   (12,453)   $   (88,602)
                                  ===========    ===========    ===========    ===========

Net loss allocable to limited
   partners ...................   $   (92,008)   $  (163,397)   $   (12,328)   $  (348,713)
Net income (loss) allocable to
   General Partner ............          (929)       144,528           (125)       260,111
                                  -----------    -----------    -----------    -----------
Net loss ......................   $   (92,937)   $   (18,869)   $   (12,453)   $   (88,602)
                                  ===========    ===========    ===========    ===========

Net loss per limited
   partnership unit ...........   $      (.90)   $     (1.59)   $      (.12)   $     (3.39)
                                  ===========    ===========    ===========    ===========

Distribution per limited
   partnership unit ...........   $         -    $         -    $      4.86    $      4.96
                                  ===========    ===========    ===========    ===========
</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 Six Months Ended June 30, 1998 and 1997


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

Net income (loss) .................            260,111       (348,713)       (88,602)

Management Incentive Distribution..           (248,159)             -       (248,159)

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

Balance at June 30, 1997 ..........        $  (407,885)   $ 7,963,762    $ 7,555,877
                                           ===========    ===========    ===========


Balance at December 31, 1997 ......        $  (561,038)   $ 7,555,525    $ 6,994,487
 
Net loss ..........................               (125)       (12,328)       (12,453)

Management Incentive Distribution..           (259,265)             -       (259,265)

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

Balance at June 30, 1998 ..........        $  (820,428)   $ 7,043,193    $ 6,222,765
                                           ===========    ===========    ===========

</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>
                                                  Six Months Ended
                                                      June 30,
                                             ---------------------------
                                                 1998           1997
                                             ------------   ------------
Cash flows from operating activities:
<S>                                            <C>            <C>        
   Cash received from tenants ..............   $ 3,876,436    $ 3,816,463
   Cash paid to suppliers ..................    (1,515,748)    (1,529,492)
   Cash paid to affiliates .................      (276,800)      (297,484)
   Interest received .......................        43,704         29,576
   Interest paid ...........................      (977,798)      (995,982)
   Property taxes paid .....................      (231,222)      (207,605)
                                               -----------    -----------
Net cash provided by operating activities...       918,572        815,476
                                               -----------    -----------

Cash flows from investing activities:
   Additions to real estate investments ....      (117,297)      (146,913)
   Additions to asset held for sale ........        (8,216)             -
                                               -----------    -----------
Net cash used in investing activities ......      (125,513)      (146,913)
                                               -----------    -----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable ...............................      (232,025)      (213,841)
   Management Incentive Distribution .......             -       (270,456)
   Distributions to limited partners .......      (500,004)      (500,004)
                                               -----------    -----------
Net cash used in financing activities ......      (732,029)      (984,301)
                                                -----------    -----------

Net increase (decrease) in cash and cash
   equivalents .............................        61,030       (315,738)

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

Cash and cash equivalents at end of period..   $ 1,179,409    $ 1,047,074
                                               ===========    ===========

</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>
                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                  --------------------------
                                                                                      1998           1997
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>         
Net loss ......................................................................   $   (12,453)   $   (88,602)
                                                                                  -----------    -----------

Adjustments to reconcile net loss to net cash provided by operating activities:
   Depreciation ...............................................................       948,474      1,034,478
   Amortization of discounts on mortgage
     notes payable ............................................................        54,143         27,024
   Amortization of deferred borrowing costs ...................................        28,280         47,925
   Changes in assets and liabilities:
     Cash segregated for security deposits ....................................       (26,218)        20,562
     Accounts receivable ......................................................       (48,458)      (148,621)
     Prepaid expenses and other assets ........................................         4,369            766
     Escrow deposits ..........................................................       (44,252)      (243,422)
     Accrued property taxes ...................................................        55,205        222,570
     Accrued expenses .........................................................       (28,623)       (42,196)
     Accrued interest .........................................................        (1,583)        (1,459)
     Payable to affiliates - General Partner ..................................        19,433        (20,226)
     Security deposits and deferred rental
       revenue ................................................................       (29,745)         6,677
                                                                                  -----------    -----------

       Total adjustments ......................................................       931,025        904,078
                                                                                  -----------    -----------

Net cash provided by operating activities .....................................   $   918,572    $   815,476
                                                                                  ===========    ===========

</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)

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

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

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

                                          Six Months Ended
                                               June 30,
                                          -------------------
                                            1998       1997
                                          --------   --------

Property management fees - affiliates .   $199,520   $201,523
Charged to general and administrative -
   affiliates:
   Partnership administration .........     96,713     75,735
                                          --------   --------
                                          $296,233   $277,258
                                          ========   ========

Charged to General Partner's deficit:
   MID ................................   $259,265   $248,159
                                          ========   ========

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
June 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  increased by $61,746 and decreased by $26,149 for the six
months and three  months ended June 30, 1998 as compared to the same period last
year. Rental revenue increased by $47,618 or 1% and interest income increased by
$14,128 or 48% for the six months  ended June 30,  1998 as  compared to the same
period last year.
<PAGE>
Rental  revenue for the first six months of 1998 was  $3,985,101  as compared to
$3,937,483  for the same  period in 1997.  The  increase  in rental  revenue  of
$47,618  is due to an  increase  in  rental  rates  at all of the  Partnership's
properties. This increase was offset somewhat by the decrease in occupancy rates
at Arrowhead, Mountain Shadows and Woodcreek.

Expenses:

Partnership  expenses  increased by $47,919 for the quarter  ended June 30, 1998
and  decreased  by $14,403 for the six months ended June 30, 1998 as compared to
the same periods in 1997. A decrease in repairs and maintenance and depreciation
was offset by an increase in the general and administrative expense.

Depreciation  declined by $43,129 and $86,004 for the three and six months ended
June 30, 1998, respectively,  as compared to the six months ended June 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 for the three and six months ended June 30, 1998
decreased by $48,119 and $115,372, respectively, compared to the same periods in
1997.  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 cleaning,  decorating  and grounds
maintenance.

General and  administrative  expenses  increased  $106,844  and $152,759 for the
three and six months ended June 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 $12,699 and $20,978
for the three and six months ended June 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  $918,572 of cash in the first six months of 1998 as compared to
$815,476 for the same period in 1997. The increase in cash provided by operating
activities  of $103,096  was mainly the result of an  increase in cash  received
from tenants and an increase in the cash paid to affiliates offset by a decrease
in property taxes.

The Partnership  expended $125,513 and $146,913 for capital  improvements to its
properties in the first six months of 1998 and 1997, respectively.

During the first six months of 1998, the Partnership  paid $232,025 in principal
payments on the mortgage notes and made distributions of $500,004 to the limited
partners.




<PAGE>
Short-term liquidity:

At June 30, 1998, the Partnership  held cash and cash equivalents of $1,179,409,
up $61,030  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
("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. 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 six months ended June 30,
1998 and 1997, $(125) and $260,111,  respectively,  was allocated to the General
Partner.  The limited  partners  received net loss  allocations of $(12,328) and
$(348,713) for the six months ended June 30, 1998 and 1997, respectively.

During 1998, the limited partners received a cash distribution of $500,004.  The
distribution  consisted of funds from  operations.  In light of the  discussions
relating to the sale  transaction  as disclosed,  the  Partnership  is presently
deferring any decision with respect to the amount or timing of  distributions to
limited  partners.  A  distribution  of $259,265  for the MID was accrued by the
Partnership for the period ended June 30, 1998 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  June 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 begun to review 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.  The  Partnership  is in  the  process  of
evaluating the computer systems at the various properties.  The Partnership also
intends to communicate  with  suppliers,  financial  institutions  and others to
coordinate  year 2000 issues.  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.


<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 has  been  stayed  pending  settlement  discussions.  While
actively working toward a final resolution, there can be no assurances regarding
settlement.
<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 June 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 June 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





August 14, 1998                 By:  /s/  Ron K. Taylor
---------------                     --------------------------------------------
Date                                 Ron K. Taylor
                                     President and Director of McNeil 
                                      Investors, Inc.
                                     (Principal Financial Officer)





August 14, 1998                 By:  /s/  Brandon K. Flaming
---------------                     --------------------------------------------
Date                                 Brandon K. Flaming
                                     Vice President of McNeil Investors, Inc.
                                     (Principal Accounting Officer)