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        June 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>
                                                                          June 30,           December 31,
                                                                            1997                 1996
                                                                       ----------------     ---------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $       392,000      $      699,697
   Buildings and improvements...............................                 3,768,792           6,192,970
                                                                        --------------       -------------
                                                                             4,160,792           6,892,667
   Less:  Accumulated depreciation..........................                (1,169,894)         (1,435,080)
                                                                        --------------       -------------
                                                                             2,990,898           5,457,587

Asset held for sale.........................................                 2,365,588                   -

Mortgage loan investments, net of allowance of
   $792,013 at June 30, 1997 and
   December 31, 1996........................................                 3,337,025           3,404,553
Mortgage loan investment - affiliate........................                   733,900             733,900
Cash and cash equivalents ..................................                 2,591,988           3,188,257
Cash segregated for security deposits.......................                    37,174              54,950
Interest and other accounts receivable......................                    72,470              74,629
Escrow deposits.............................................                    94,289             153,977
Deferred borrowing costs, net of accumulated amorti-
   zation of $52,748 and $45,275 at June 30, 1997
   and December 31, 1996, respectively......................                   108,746             116,219
Prepaid expenses and other assets...........................                     7,347               5,034
                                                                        --------------       -------------
                                                                       $    12,339,425      $   13,189,106
                                                                        ==============       =============

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

Mortgage note payable, net..................................           $     2,691,942      $    2,715,909
Accounts payable and other accrued expenses.................                    40,011              97,230
Accrued property taxes......................................                    69,595             130,957
Payable to affiliates.......................................                    13,010              40,962
Deferred revenue............................................                   160,540             163,852
Security deposits and deferred rental revenue...............                    41,645              43,782
                                                                        --------------       -------------
                                                                             3,016,743           3,192,692
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited  partners - 60,000 limited partnership 
     units authorized;  49,512 limited partnership
     units issued and outstanding at June 30, 1997 
     and December 31, 1996..................................                 9,640,782          10,315,277
   General Partner..........................................                  (318,100)           (318,863)
                                                                        --------------       -------------
                                                                             9,322,682           9,996,414
                                                                        --------------       -------------
                                                                       $    12,339,425      $   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                      Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>               <C>            
   Rental revenue................     $      327,275     $      345,660    $      657,911    $       708,567
   Interest income on mortgage
     loan investments............             62,495             70,843           130,252            141,857
   Interest income on mortgage
     loan investment - affiliate.             15,305             15,306            30,442             30,610
   Other interest income.........             32,747             46,484            69,800             93,314
                                       -------------      -------------     -------------      -------------
     Total revenue...............            437,822            478,293           888,405            974,348
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             61,844             62,618           123,975            125,499
   Depreciation..................             59,437             84,728           145,024            169,354
   Property taxes................             44,820             36,900            89,239             84,976
   Personnel costs...............             35,600             33,740            77,462             70,724
   Utilities.....................             20,023             18,221            39,639             37,931
   Repairs and maintenance.......             19,482             30,915            69,308             62,050
   Property management
     fees - affiliates...........             16,597             16,931            32,823             33,816
   Other property operating
     expenses....................             14,896             20,231            46,274             38,965
   General and administrative....             25,025             23,862            56,464             51,961
   General and administrative -
     affiliates..................             67,178             84,714           131,935            167,936
                                       -------------      -------------     -------------      -------------
     Total expenses..............            364,902            412,860           812,143            843,212
                                       -------------      -------------     -------------      -------------

Net income.......................     $       72,920     $       65,433    $       76,262     $      131,136
                                       =============      =============     =============      =============

Net income allocable
   to limited partners...........     $       72,190     $       64,779    $       75,499     $      129,825
Net income allocable
   to General Partner............                730                654               763              1,311
                                       -------------      -------------     -------------      -------------
Net income.......................     $       72,920     $       65,433    $       76,262     $      131,136
                                       =============      =============     =============      =============

Net income per limited
   partnership unit..............     $         1.46     $         1.31    $         1.52     $         2.62
                                       =============      =============     =============      =============

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 Six Months Ended June 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................................                1,311                 129,825               131,136

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

Balance at June 30, 1996..................       $     (318,719)         $   10,929,508        $   10,610,789
                                                  =============           =============         =============



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

Net income................................                  763                  75,499                76,262

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

Balance at June 30, 1997..................       $     (318,100)         $    9,640,782        $    9,322,682
                                                  =============           =============         =============

</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>
                                                                            Six Months Ended
                                                                                  June 30,
                                                                -------------------------------------------
                                                                       1997                      1996
                                                                -------------------        ----------------
Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $          674,778         $       721,380
   Cash paid to suppliers............................                     (361,511)               (331,385)
   Cash paid to affiliates...........................                     (192,710)               (197,406)
   Interest received.................................                      207,023                 229,412
   Interest received from affiliates.................                       24,443                  24,443
   Interest paid.....................................                     (112,663)               (114,847)
   Property taxes paid...............................                      (19,644)                (13,768)
   Property taxes escrowed...........................                      (61,600)                (58,200)
                                                                 ------------------         --------------
Net cash provided by operating activities............                      158,116                 259,629
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                      (43,923)                (10,212)
   Collection of principal on mortgage loan
     investments.....................................                       67,528                  65,877
                                                                 -----------------          --------------
Net cash provided by investing activities............                       23,605                  55,665
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                      (27,996)                (25,812)
   Distributions paid................................                     (749,994)               (599,975)
                                                                 -----------------          --------------
Net cash used in financing activities................                     (777,990)               (625,787)
                                                                 -----------------          --------------

Net decrease in cash and cash equivalents............                     (596,269)               (310,493)

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

Cash and cash equivalents at end of period...........           $        2,591,988         $     3,616,730
                                                                 =================          ==============
</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>
                                                                             Six Months Ended
                                                                                  June 30,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $         76,262         $       131,136
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation......................................                      145,024                 169,354
   Amortization of deferred borrowing costs..........                        7,473                   7,006
   Amortization of discount on mortgage note
     payable.........................................                        4,029                   3,821
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       17,776                   2,375
     Interest and other accounts receivable..........                        2,159                   3,017
     Escrow deposits.................................                       59,688                 (58,966)
     Prepaid expenses and other assets...............                       (2,313)                  2,366
     Accounts payable and other accrued
       expenses......................................                      (57,219)                (70,150)
     Accrued property taxes..........................                      (61,362)                 71,208
     Payable to affiliates...........................                      (27,952)                  4,346
     Deferred revenue................................                       (3,312)                 (3,312)
     Security deposits and deferred rental
       revenue.......................................                       (2,137)                 (2,572)
                                                                   ---------------          --------------

       Total adjustments.............................                       81,854                 128,493
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        158,116         $       259,629
                                                                   ===============          ==============
</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
                                  June 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 six months ended June 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.

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:

                                                     Six Months Ended
                                                          June 30,
                                                  -------------------------
                                                     1997          1996
                                                  ---------     -----------

Property management fees......................    $  32,823     $   33,816
Charged to general and administrative -
   affiliates:
   Partnership administration.................       55,744          81,607
   Asset management fee.......................       76,191          86,329
                                                   --------      ----------
                                                  $ 164,758     $   201,752
                                                   ========      ==========

Payable to affiliates at June 30, 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 5.
-------

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 the four condominium  units to a non-affiliate  for $1.6
million. The Partnership  anticipates  recognizing a gain on sale of real estate
of  approximately  $685,000 as a result of this transaction in the third quarter
of 1997.  The  purchaser  of the  condominium  unit has offered to purchase  the
remaining three units for a total of $3.1 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 $76,262 for the first six months of 1997
as compared to $131,136 for the same period in 1996.  Revenues in 1997 decreased
to $888,405  from  $974,348 in 1996,  while  expenses  were  $812,143 in 1997 as
compared to $843,212 in 1996.




<PAGE>
Net cash provided by operating  activities was $158,116 for the six months ended
June 30, 1997. The Partnership expended $43,923 for capital  improvements,  made
$27,996 in  principal  payments on its  mortgage  note  payable,  and  collected
$67,528 of  principal  on mortgage  loan  investments.  After  distributions  of
$749,994 to the limited partners,  cash and cash equivalents  totaled $2,591,988
at June 30, 1997,  a net  decrease of $596,269  from the balance at December 31,
1996.

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

Revenue:

Total  revenue  decreased  by $40,471  and  $85,943  for the three and six month
periods  ended June 30, 1997,  respectively,  as compared to the same periods in
1996.  The  decrease  was mainly due to a decrease  in rental  revenue and other
interest income, as discussed below.

Rental  revenue for the three and six months  ended June 30, 1997  decreased  by
$18,385 and $50,656,  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 vacant  during  the second  quarter of 1997.
There was also a decline in rental rates in 1997. In addition, rental revenue at
Sterling  Springs  decreased  slightly  due to a decrease  in average  occupancy
rates.  Occupancy  decreased  from 99% at  December  31, 1995 to 93% at June 30,
1996.  Occupancy  further  declined to 91% at December 31, 1996 and increased to
96% at June 30, 1997.

Other  interest  income  decreased  by $13,737 and $23,514 for the three and six
month periods ended June 30, 1997, respectively, as compared to the same periods
in 1996.  The  decrease  was the  result of a  decrease  in cash  available  for
short-term  investment in 1997,  mainly due to the payment of  distributions  to
limited partners. The Partnership held $2.6 million of cash and cash equivalents
at June 30, 1997 as compared to $3.6 million at June 30, 1996.

Expenses:

Total expenses for the three and six month periods ended June 30, 1997 decreased
by $47,958 and $31,069,  respectively,  as compared to the same periods in 1996.
The  decrease was mainly due to a decrease in  depreciation  expense and general
and administrative - affiliates,  partially offset by an increase in repairs and
maintenance and other property operating expenses, as discussed below.

Depreciation  and  amortization  expense for the three and six months ended June
30, 1997 decreased by $25,291 and $24,330, 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.

Repairs and  maintenance  expense  decreased by $11,433 for the three months and
increased  by $7,258 for the six months  ended June 30,  1997 as compared to the
same  periods in 1996.  The overall  increase was mainly the result of increased
turnover  and  expenses  incurred to  maintain  occupancy  at  Sterling  Springs
Apartments in the first quarter of 1997.

<PAGE>
For the three and six  months  ended June 30,  1997,  other  property  operating
expenses decreased by $5,335 and increased by $7,309, respectively.  The overall
increase  was  mainly  due to an  increase  in  referral  fees paid in the first
quarter of 1997 in an effort to increase occupancy at Sterling Springs.

General and administrative - affiliates decreased by $17,536 and $36,001 for the
three and six months ended June 30, 1997, respectively,  as compared to the same
periods in 1996. The decrease was mainly due to a decrease in overhead  expenses
allocated to the Partnership by McREMI,  approximately  $14,000 of which was due
to investor services being performed by an unrelated third party in 1997.

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

The Partnership  generated  $158,116 through operating  activities for the first
six months of 1997 as compared to $259,629 generated during the first six 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 a decrease in cash
paid to suppliers due to the timing of the payment of invoices in 1997.

The  Partnership  expended  $43,923 and $10,212 for capital  improvements to its
properties during the first six months of 1997 and 1996, respectively.  In 1997,
the Partnership  replaced  carpeting at Sterling Springs in an effort to upgrade
the apartment units and increase  occupancy.  In addition,  a retaining wall was
replaced at Sterling Springs.

The Partnership distributed $749,994 and $599,975 to the limited partners during
the six months ended June 30, 1997 and 1996, respectively.

Short-term liquidity:

At June 30, 1997, the Partnership  held cash and cash equivalents of $2,591,988.
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.







<PAGE>
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  has placed 1130 Sacramento  Condominiums on the market
for sale effective April 15, 1997. On August 1, 1997, the  Partnership  sold one
of the four condominium units to a non-affiliate for $1.6 million. The purchaser
of the unit has offered to  purchase  the  remaining  three units for a total of
$3.1 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.



<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 (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 June 30, 1997.

(b)      Reports on Form  8-K.  There  were no  reports on Form 8-K filed during
         the quarter ended June 30, 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


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




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