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      March 31, 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>

                                                                          March 31,          December 31,
                                                                            1997                 1996
                                                                       ---------------      --------------

ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $       699,697      $      699,697
   Buildings and improvements...............................                 6,196,739           6,192,970
                                                                        --------------       -------------
                                                                             6,896,436           6,892,667
   Less:  Accumulated depreciation..........................                (1,520,667)         (1,435,080)
                                                                        --------------       -------------
                                                                             5,375,769           5,457,587

Mortgage loan investments, net of allowance of
   $792,013 at March 31, 1997 and
   December 31, 1996........................................                 3,370,884           3,404,553
Mortgage loan investment - affiliate........................                   733,900             733,900
Cash and cash equivalents ..................................                 2,499,417           3,188,257
Cash segregated for security deposits.......................                    58,868              54,950
Interest and other accounts receivable......................                    77,260              74,629
Escrow deposits.............................................                    53,111             153,977
Deferred borrowing costs, net of accumulated amorti-
   zation of $49,012 and $45,275 at March 31, 1997
   and December 31, 1996, respectively......................                   112,482             116,219
Prepaid expenses and other assets...........................                     4,200               5,034
                                                                        --------------       -------------
                                                                       $    12,285,891      $   13,189,106
                                                                        ==============       =============

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

Mortgage note payable, net..................................           $     2,704,067      $    2,715,909
Accounts payable and other accrued expenses.................                    40,681              97,230
Accrued property taxes......................................                    44,314             130,957
Payable to affiliates.......................................                    43,546              40,962
Deferred revenue............................................                   162,196             163,852
Security deposits and deferred rental revenue...............                    41,325              43,782
                                                                        --------------       -------------
                                                                             3,036,129           3,192,692
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited partners - 60,000 limited partnership units
     authorized; 49,512 limited partnership units issued
     and outstanding at March 31, 1997 and December 31,
     1996...................................................                 9,568,592          10,315,277
   General Partner..........................................                  (318,830)           (318,863)
                                                                        --------------       -------------
                                                                             9,249,762           9,996,414
                                                                        --------------       -------------
                                                                       $    12,285,891      $   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
                                                                                       March 31,
                                                                           ---------------------------------
                                                                                1997               1996
                                                                           --------------     --------------
Revenue:
<S>                                                                        <C>                <C>           
   Rental revenue.............................................             $      330,636     $      362,907
   Interest income on mortgage loan investments...............                     67,757             71,014
   Interest income on mortgage loan investment -
     affiliate.................................................                    15,137             15,304
   Other interest income.......................................                    37,053             46,830
                                                                            -------------      -------------
     Total revenue.............................................                   450,583            496,055
                                                                            -------------      -------------

Expenses:
   Interest....................................................                    62,131             62,881
   Depreciation................................................                    85,587             84,626
   Property taxes..............................................                    44,419             48,076
   Personnel costs.............................................                    41,862             36,984
   Utilities...................................................                    19,616             19,710
   Repairs and maintenance.....................................                    49,826             31,135
   Property management fees -affiliates........................                    16,226             16,885
   Other property operating expenses...........................                    31,378             18,734
   General and administrative..................................                    31,439             28,099
   General and administrative -affiliates......................                    64,757             83,222
                                                                            -------------      -------------
     Total expenses............................................                   447,241            430,352
                                                                            -------------      -------------

Net income.....................................................            $        3,342     $       65,703
                                                                            =============      =============


Net income allocable to limited partners.......................            $        3,309     $       65,046
Net income allocable to General Partner........................                        33                657
                                                                            -------------      -------------
Net income.....................................................            $        3,342     $       65,703
                                                                            =============      =============


Net income per limited partnership unit........................            $          .07     $         1.31
                                                                            =============      =============

Distributions per limited partnership unit.....................            $        15.15     $        12.12
                                                                            =============      =============
</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 Three Months Ended March 31, 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................................                  657                  65,046                65,703

Distributions.............................                    -                (599,975)             (599,975)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $     (319,373)         $   10,864,729        $   10,545,356
                                                  =============           =============         =============



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

Net income................................                   33                   3,309                 3,342

Distributions.............................                    -                (749,994)             (749,994)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $     (318,830)         $    9,568,592        $    9,249,762
                                                  =============           =============         =============

</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)

                      Decrease in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                   March 31,
                                                                -------------------------------------------
                                                                       1997                     1996
                                                                -------------------        ----------------

Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $          324,076         $       371,445
   Cash paid to suppliers............................                     (229,469)               (224,008)
   Cash paid to affiliates...........................                      (78,399)                (64,391)
   Interest received.................................                      105,759                 116,244
   Interest received from affiliates.................                       12,222                  12,221
   Interest paid.....................................                      (56,473)                (57,555)
   Property taxes paid...............................                         (105)                (12,472)
   Property taxes escrowed...........................                      (32,500)                (29,100)
                                                                 ------------------         --------------
Net cash provided by operating activities............                       45,111                 112,384
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                       (3,769)                 (3,740)
   Collection of principal on mortgage loan
     investments.....................................                       33,669                  32,962
                                                                 -----------------          --------------
Net cash provided by investing activities............                       29,900                  29,222
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                      (13,857)                (12,775)
   Distributions paid................................                     (749,994)               (599,975)
                                                                 -----------------          --------------
Net cash used in financing activities................                     (763,851)               (612,750)
                                                                 -----------------          --------------

Net decrease in cash and cash equivalents............                     (688,840)               (471,144)

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

Cash and cash equivalents at end of period...........           $        2,499,417         $     3,456,079
                                                                 =================          ==============
</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>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $          3,342         $        65,703
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation......................................                       85,587                  84,626
   Amortization of deferred borrowing costs..........                        3,737                   3,503
   Amortization of discount on mortgage note
     payable.........................................                        2,015                   1,910
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (3,918)                 (5,440)
     Interest and other accounts receivable..........                       (2,631)                  6,540
     Escrow deposits.................................                      100,866                 (29,596)
     Prepaid expenses and other assets...............                          834                 (18,087)
     Accounts payable and other accrued
       expenses......................................                      (56,549)                (69,855)
     Accrued property taxes..........................                      (86,643)                 35,604
     Payable to affiliates - General Partner.........                        2,584                  35,716
     Deferred revenue................................                       (1,656)                 (1,656)
     Security deposits and deferred rental
       revenue.......................................                       (2,457)                  3,416
                                                                   ---------------          --------------

       Total adjustments.............................                       41,769                  46,681
                                                                   ---------------          --------------

Net cash provided by operating activities............             $         45,111         $       112,384
                                                                   ===============          ==============

</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
                                 March 31, 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 three months ended March 31, 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.
-------

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

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

The  Partnership  is paying an asset  management  fee  which is  payable  to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  Tangible asset value is determined by
using the greater of (i) an amount calculated by applying a capitalization  rate
of 9% to the annualized net operating  income of each property,  (ii) a value of
$10,000 per apartment  unit or (iii) on 1130  Sacramento,  the net book value of
the  property  is used to arrive  at the  property  tangible  asset  value.  The
property  tangible  asset  value is then  added to the book  value of all  other
assets  excluding   intangible  items.   The fee percentage decreases subsequent
to 1999.





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

                                                      Three Months Ended
                                                          March 31,
                                                   ----------------------
                                                      1997         1996
                                                   ---------    ---------

Property management fees...................        $  16,226    $  16,885
Charged to general and administrative -
   affiliates:
   Partnership administration..............           26,579       40,881
   Asset management fee....................           38,178       42,341
                                                    --------     --------
                                                   $  80,983    $ 100,107
                                                    ========     ========

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

NOTE 4.
-------

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  will be taken  effective  April  15,  1997.  The  Partnership  has
received an offer from a non-affiliate  to purchase one of the four  condominium
units for $1.6 million.


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

FINANCIAL CONDITION
-------------------

There has been no  significant  change in the  operations  of  Sterling  Springs
Apartments or 1130 Sacramento Condominiums since December 31, 1996.

The Partnership reported net income of $3,342 for the first three months of 1997
as compared to $65,703 for the same period in 1996.  Revenues in 1997  decreased
to $450,583 as compared to $496,055 in 1996,  while  expenses  were  $447,241 in
1997 from $430,352 in 1996.

Net cash provided by operating activities was $45,111 for the three months ended
March 31, 1997. The Partnership expended $3,769 for capital  improvements,  made
$13,857 in  principal  payments on its  mortgage  note  payable,  and  collected
$33,669 of  principal  on mortgage  loan  investments.  After  distributions  of
$749,994 to the limited partners,  cash and cash equivalents  totaled $2,499,417
at March 31, 1997,  a net decrease of $688,840  from the balance at December 31,
1996.


<PAGE>
RESULTS OF OPERATIONS
---------------------

Revenue:

Total  revenue  decreased  by $45,472 for the three month period ended March 31,
1997 as compared to the same period in 1996.  The  decrease  was mainly due to a
decrease in rental revenue and other interest income, as discussed below.

Rental  revenue  for the first  three  months of 1997  decreased  by  $32,271 as
compared  to the same  period  in  1996.  Rental  revenue  at  Sterling  Springs
decreased  slightly  due to a decrease  in average  occupancy  rates.  Occupancy
remained  relatively  stable at 99% and 98% at  December  31, 1995 and March 31,
1996, respectively.  However, occupancy declined to 91% at December 31, 1996 and
was 96% at March 31, 1997.  Rental revenue also decreased at 1130 Sacramento due
to a decline in rental rates in 1997.

Other  interest  income  decreased  by $9,777  for the first  quarter of 1997 as
compared to the first quarter of 1996. The decrease was the result of a decrease
in cash available for short-term  investment in 1997. The Partnership  held $2.5
million  of cash and cash  equivalents  at March 31,  1997 as  compared  to $3.5
million at March 31, 1996.

Expenses:

Total  expenses  for the three month  period  ended March 31, 1997  increased by
$16,889 as  compared  to the same  period in 1996.  The  increase  was due to an
increase in personnel costs,  repairs and maintenance,  other property operating
expenses and general and administrative expenses, partially offset by a decrease
in general and administrative - affiliates, as discussed below.

Personnel costs increased by $4,878 for the three months ended March 31, 1997 as
compared to the same period in 1996.  The  increase was mainly due to a worker's
compensation  insurance refund received for Sterling Springs Apartments in 1996;
the  result  of  an  audit  performed  on  prior  years'  workers'  compensation
insurance. No such refund was received in 1997.

Repairs and  maintenance for the first three months of 1997 increased by $18,691
in relation  to the first  three  months of 1996.  The  increase  was mainly the
result of  increased  turnover and  expenses  incurred to maintain  occupancy at
Sterling  Springs  Apartments.  Occupancy at the complex  increased  from 91% at
December 31, 1996 to 96% at March 31, 1997.

Other  property  operating  expenses  increased  by $12,644 for the three months
ended March 31, 1997 as compared to the same period in 1996.  The  increase  was
partially  due to an  increase  in  referral  fees paid in an effort to maintain
occupancy  at Sterling  Springs.  In  addition,  the  Partnership  paid a $5,000
deductible  in 1997  for a  minor  tenant  claim  settled  by the  Partnership's
insurance carrier.

General and  administrative  expenses for the first quarter of 1997 increased by
$3,340 as  compared to the same  period in 1996.  Approximately  $8,600 of costs
incurred for investor services were paid to an unrelated third party in 1997. In
the first  quarter of 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.  These costs were  partially  offset by a decrease in
costs incurred relating to evaluation and dissemination of information regarding
an unsolicited tender offer.

<PAGE>
General and  administrative  expenses - affiliates  decreased by $18,465 for the
three  months  ended March 31, 1997 as compared to the same period in 1996.  The
decrease  was mainly due to a decrease in  overhead  expenses  allocated  to the
Partnership  by McREMI,  which was  partially  due to  investor  services  being
performed by an unrelated third party in 1997, as discussed above.

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

The Partnership  generated  $45,111 through  operating  activities for the first
three  months of 1997 as compared to $112,384  generated  during the first three
months of 1996.  The  decrease in 1997 was  primarily  due to a decrease in cash
received  from  tenants and interest  received  (see  discussion  of decrease in
rental  revenue and other interest  income,  above).  In addition,  there was an
increase in cash paid to affiliates,  partially offset by a decrease in property
taxes paid, due to the timing of the payment of invoices in 1997.

The Partnership distributed $749,994 and $599,975 to the limited partners during
the three months ended March 31, 1997 and 1996, respectively.

Short-term liquidity:

At March 31, 1997, the Partnership held cash and cash equivalents of $2,499,417.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.

In 1997,  operations of Sterling  Springs  Apartments  and 1130  Sacramento  are
expected  to  provide  sufficient  positive  cash  flow for  normal  operations.
Management  will perform  routine  repairs and  maintenance on the properties to
preserve  and enhance  their value and  competitiveness  in the market.  Capital
improvements to the  Partnership's  properties in 1997 are expected to be funded
from operations of the properties.

For 1997,  management  expects that cash from  operations of its  properties and
principal and interest collections on the mortgage loan investments,  along with
the  present  balance  of  cash  and  cash  equivalents  held,  will  allow  the
Partnership to meet its obligations as they come due.

Long-term liquidity:

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

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








<PAGE>
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  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  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  has placed 1130 Sacramento  Condominiums on the market
for sale effective  April 15, 1997. The Partnership has received an offer from a
non-affiliate to purchase one of the four condominium units for $1.6 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).

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.

<PAGE>
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.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.

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

(a)      Exhibits.

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

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

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

         27.                        Financial   Data   Schedule for  the quarter
                                    ended March 31, 1997.

(b)      Reports on Form  8-K.  There  were no  reports on Form 8-K filed during
         the quarter ended  March 31, 1997.



<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


May 14, 1997                       By:  /s/  Ron K. Taylor
--------------                         -----------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil 
                                        Investors, Inc.
                                       (Principal Financial Officer)




May 14, 1997                       By:  /s/  Carol A. Fahs
--------------                         -----------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)