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  0-14267
                            --------



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



         California                                  74-2339537
--------------------------------------------------------------------------------
(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 XXIV, L.P.

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      June 30,           December 31,
                                                                        1998                 1997
                                                                   ------------         -------------
ASSETS
------

Real estate investments:
<S>                                                               <C>                   <C>         
   Land ...................................................        $  1,624,347         $  1,624,347
   Buildings and improvements .............................          17,974,940           17,771,163
                                                                   ------------         ------------
                                                                     19,599,287           19,395,510
   Less:  Accumulated depreciation and amortization........          (8,385,690)          (7,997,592)
                                                                   ------------         ------------
                                                                     11,213,597           11,397,918

Assets held for sale ......................................           2,715,644           10,935,647

Cash and cash equivalents .................................           4,196,605            2,180,029
Cash segregated for security deposits .....................              84,569               84,737
Accounts receivable, net of allowance for doubtful
   accounts of $5,597 and $24,095 at June 30, 1998
   and December 31, 1997, respectively ....................             467,187              588,578
Prepaid expenses and other assets, net ....................             107,452              114,823
                                                                   ------------         ------------
                                                                   $ 18,785,054         $ 25,301,732
                                                                   ============         ============

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

Mortgage note payable .....................................        $  1,650,000         $  5,293,017
Accounts payable and accrued expenses .....................             184,934              181,540
Payable to tenant .........................................                --              1,622,873
Payable to affiliates .....................................             596,089              192,735
Security deposits and deferred rental revenue .............              69,508              100,283
                                                                   ------------         ------------
                                                                      2,500,531            7,390,448
                                                                   ------------         ------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at June 30,
     1998 and December 31, 1997 ...........................          16,310,351           17,935,844
   General Partner ........................................             (25,828)             (24,560)
                                                                   ------------         ------------
                                                                     16,284,523           17,911,284
                                                                   ------------         ------------
                                                                   $ 18,785,054         $ 25,301,732
                                                                   ============         ============
</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 XXIV, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended             Six Months Ended
                                                 June 30,                     June 30,
                                        --------------------------   --------------------------
                                           1998            1997          1998          1997
                                        -----------    -----------   -----------    -----------
Revenue:
<S>                                     <C>            <C>           <C>            <C>        
   Rental revenue ...................   $   709,441    $ 1,051,996   $ 1,808,837    $ 2,109,737
   Interest .........................        39,871         23,320        68,429         44,300
   Gain on involuntary
     conversion .....................             -         94,480             -         94,480
                                        -----------    -----------   -----------    -----------
     Total revenue ..................       749,312      1,169,796     1,877,266      2,248,517
                                        -----------    -----------   -----------    -----------

Expenses:
   Interest .........................        10,314         94,544       108,671        198,468
   Depreciation and
     amortization ...................       189,384        229,953       388,098        459,906
   Property taxes ...................        65,113        107,274       164,357        217,446
   Personnel costs ..................        66,067         67,322       142,426        154,538
   Utilities ........................        50,017         52,259       119,517        117,152
   Repairs and maintenance ..........        88,568        104,413       174,374        206,866
   Property management
     fees - affiliates ..............        42,999         56,410       102,725        115,959
   Other property operating
     expenses .......................        33,558         94,696       100,662        161,148
   General and administrative .......       117,427         15,623       202,978         45,189
   General and administrative -
     affiliates .....................       119,127        129,756       255,389        251,892
   Loss on disposition of real
     estate .........................         2,403              -       118,750              -
   Write-down for impairment
     of real estate .................             -              -       126,080              -
                                        -----------    -----------   -----------    -----------
     Total expenses .................       784,977        952,250     2,004,027      1,928,564
                                        -----------    -----------   -----------    -----------

Net income (loss) ...................   $   (35,665)   $   217,546   $  (126,761)   $   319,953
                                        ===========    ===========   ===========    ===========

Net income (loss) allocable to
   limited partners .................   $   (35,308)   $   215,370   $  (125,493)   $   316,753
Net income (loss) allocable to
   General Partner ..................          (357)         2,176        (1,268)         3,200
                                        -----------    -----------   -----------    -----------
Net income (loss) ...................   $   (35,665)   $   217,546   $  (126,761)   $   319,953
                                        ===========    ===========   ===========    ===========

Net income (loss) per limited
   partnership unit .................   $     (0.89)   $      5.39   $     (3.14)   $      7.92
                                        ===========    ===========   ===========    ===========

Distributions per limited
   partnership unit .................   $         -    $         -   $     37.50    $         -
                                        ===========    ===========   ===========    ===========
</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 XXIV, L.P.

                    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 ...........   $    (28,862)   $ 18,009,967    $ 17,981,105

Net income .............................          3,200         316,753         319,953
                                           ------------    ------------    ------------

Balance at June 30, 1997 ...............   $    (25,662)   $ 18,326,720    $ 18,301,058
                                           ============    ============    ============



Balance at December 31, 1997 ...........   $    (24,560)   $ 17,935,844    $ 17,911,284

Net loss ...............................         (1,268)       (125,493)       (126,761)

Distributions to limited partners                     -      (1,500,000)     (1,500,000)
                                           ------------    ------------    ------------

Balance at June 30, 1998 ...............   $    (25,828)   $ 16,310,351    $ 16,284,523
                                           ============    ============    ============
</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 XXIV, L.P.

                            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 ..............................   $ 1,764,567    $ 1,990,376
   Cash paid to suppliers ..................................      (785,273)      (691,240)
   Cash paid to affiliates .................................      (214,260)      (418,752)
   Interest received .......................................        68,429         44,300
   Interest paid ...........................................      (128,618)      (191,161)
   Property taxes paid .....................................      (130,630)      (166,253)
                                                               -----------    -----------
Net cash provided by operating activities ..................       574,215        567,270
                                                               -----------    -----------

Cash flows from investing activities:
   Additions to real estate investments and
     assets held for sale ..................................    (1,853,152)      (296,654)
   Proceeds from disposition of real estate ................     8,438,530              -
   Net proceeds received from insurance
     company ...............................................             -        145,046
                                                               -----------    -----------
Net cash provided by (used in) investing activities.........     6,585,378       (151,608)
                                                               -----------    -----------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable ...............................................       (31,075)       (65,589)
   Retirement of mortgage note payable .....................    (5,261,942)             -  
   Proceeds from mortgage note payable .....................     1,650,000              -
   Distributions to limited partners .......................    (1,500,000)             -
                                                               -----------    -----------
Net cash used in financing activities ......................    (5,143,017)       (65,589)
                                                               -----------    -----------

Net increase in cash and cash equivalents ..................     2,016,576        350,073

Cash and cash equivalents at beginning of
   period ..................................................     2,180,029      1,615,604
                                                               -----------    -----------

Cash and cash equivalents at end of period .................   $ 4,196,605    $ 1,965,677
                                                               ===========    ===========

</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 XXIV, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                           June 30,
                                                                 ---------------------------
                                                                   1998              1997
                                                                 ----------        ---------
<S>                                                              <C>               <C>      
Net income (loss) .......................................        $(126,761)        $ 319,953
                                                                 ---------         ---------

Adjustments to reconcile net income (loss) to net
   cash  provided by operating  activities:
   Gain on involuntary conversion .......................                -           (94,480)
   Depreciation and amortization ........................          388,098           459,906
   Loss on disposition of real estate ...................          118,750                 -
   Write-down for impairment of real estate .............          126,080                 -
   Amortization of deferred borrowing costs .............            2,225             7,770
   Changes in assets and liabilities:
     Cash segregated for security deposits ..............              168              (820)
     Accounts receivable, net ...........................           (8,782)         (132,317)
     Prepaid expenses and other assets, net .............          (42,036)            5,019
     Accounts payable and accrued expenses ..............            3,394            22,183
     Payable to affiliates ..............................          143,854           (50,901)
     Security deposits and deferred rental
       revenue ..........................................          (30,775)           30,957
                                                                 ---------         ---------

       Total adjustments ................................          700,976           247,317
                                                                 ---------         ---------

Net cash provided by operating activities ...............        $ 574,215         $ 567,270
                                                                 =========         =========

</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 XXIV, L.P.

                          Notes to Financial Statements
                                  June 30, 1998
                                   (Unaudited)

NOTE 1.
-------

McNeil  Real Estate  Fund XXIV,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Equity Partners, Ltd., was organized on October 19, 1984, as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  commercial and residential  properties.  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 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 XXIV, L.P., 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 the gross rental
receipts for its residential  properties and 6% of gross rental receipts for its
commercial  properties to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential  properties.  McREMI may also choose to provide leasing services
for the Partnership's  commercial properties,  in which case McREMI will receive
property  management  fees from such  commercial  properties  equal to 3% of the
property's  gross  rental  receipts  plus  leasing   commissions  based  on  the
prevailing market rate for such services where the property is located.

Under the terms of its partnership agreement, the Partnership pays a disposition
fee to the General  Partner  equal to 3% of the gross sales price for  brokerage
services performed in connection with the sale of the Partnership's  properties.
The fee is due and payable at the time the sale closes. The Partnership incurred
$204,000 of such fees during the first  quarter of 1998 and $55,500 of such fees
during the second  quarter of 1998 in  connection  with the sale of  Southpointe
Plaza and Island Plaza shopping centers,  respectively.  These fees have not yet
been paid by the  Partnership  and are included in payable to  affiliates on the
Balance Sheet at June 30, 1998.

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

The  Partnership  is paying an asset  management  fee  which is  payable  to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  Tangible asset value is determined by
using the greater of (i) an amount calculated by applying a capitalization  rate
of 9% to the annualized net operating income of each property or (ii) a value of
$10,000 per apartment unit for  residential  properties and $50 per gross square
foot for commercial  properties to arrive at the property  tangible asset value.
The property  tangible  asset value is then added to the book value of all other
assets excluding  intangible items. The fee percentage  decreases  subsequent to
1999.

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

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                               ------------------------
                                                                  1998           1997
                                                              --------        --------
<S>                                                            <C>             <C>     
Property management fees ..............................        $102,725        $115,959
Charged to general and administrative -
   affiliates:
   Partnership administration .........................         119,241          97,257
   Asset management fee ...............................         136,148         154,635
Charged to loss on disposition of real estate:
   Disposition fee ....................................         204,000               -
Charged to write-down for impairment of
   real estate:
   Disposition fee ....................................          55,500               -
                                                               --------        --------
                                                               $617,614        $367,851
                                                               ========        ========
</TABLE>

Payable to affiliates at June 30, 1998 and December 31, 1997 consisted primarily
of unpaid property  management  fees,  disposition fee (1998 only),  Partnership
general and  administrative  expenses and asset  management fees and are due and
payable from current operations.


<PAGE>
NOTE 4.
-------

On March 31, 1998, the  Partnership  sold  Southpointe  Plaza  Shopping  Center,
located in  Sacramento,  California,  to an  unaffiliated  purchaser  for a cash
purchase  price of  $6,800,000.  Cash  proceeds  from the sale were not received
until April 1, 1998. Sales proceeds  received,  as well as the loss on sale, are
detailed below.

<TABLE>
<CAPTION>
                                                                        Loss                    Sales
                                                                       on Sale                 Proceeds
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>            
Sales price..........................................             $      6,800,000         $     6,800,000

Selling costs .......................................                     (389,990)               (185,990)
Straight-line rents receivable written off...........                      (48,601)
Prepaid leasing commissions written off..............                      (43,913)
Carrying value.......................................                   (6,436,246)
                                                                   ----------------

Loss on disposition of real estate...................             $       (118,750)
                                                                   ===============          --------------

Proceeds from sale of real estate....................                                            6,614,010
Retirement of mortgage note payable..................                                           (5,261,942)
Retirement of accrued interest payable...............                                              (32,338)
                                                                                            --------------

Net cash proceeds....................................                                      $     1,319,730
                                                                                            ==============
</TABLE>

As  discussed in Note 3, the  Partnership  incurred a $204,000  disposition  fee
payable to the General Partner in connection with the sale of Southpointe Plaza.
This fee increased the amount of the loss on  disposition  of real estate and is
included in selling costs above.  However,  as the fee has not yet been paid, it
did not reduce the amount of net cash proceeds  received from the sale.  The net
cash  proceeds  from the sale of  Southpointe  Plaza  will be  $1,115,730  after
payment of the disposition fee.


<PAGE>
NOTE 5.
-------

On April 1, 1998, the Partnership sold Island Plaza Shopping Center,  located in
Ft. Myers,  Florida,  to an unaffiliated  purchaser for a cash purchase price of
$1,850,000.  The  Partnership  recorded a $126,080  write-down for impairment of
real  estate in the first  quarter of 1998 to record the  property  at its sales
price less estimated costs to sell. Sales proceeds are detailed below.

<TABLE>
<CAPTION>
                                                                        Loss                 Sales
                                                                       on Sale              Proceeds
                                                                  -----------------      --------------
<S>                                                               <C>                    <C>          
Sales price..........................................             $      1,850,000       $   1,850,000

Selling costs .......................................                      (80,980)            (25,480)
Straight-line rents receivable written off...........                      (81,572)
Prepaid leasing commissions written off..............                       (3,269)
Carrying value.......................................                   (1,684,179)
                                                                   ---------------

Loss on disposition of real estate...................             $              -
                                                                   ===============        ------------

Net cash proceeds....................................                                    $   1,824,520
                                                                                          ============
</TABLE>

As  discussed  in Note 3, the  Partnership  incurred a $55,500  disposition  fee
payable to the General Partner in connection with the sale of Island Plaza. This
fee increased the amount of the  write-down for impairment of real estate and is
included in selling costs above.  However,  as the fee has not yet been paid, it
did not reduce the amount of net cash proceeds  received from the sale.  The net
cash proceeds from the sale of Island Plaza will be $1,769,020  after payment of
the disposition fee.

NOTE 6.
-------

Effective  January 1, 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 Island Plaza,  Southpointe  Plaza and Springwood Plaza were
placed on the market for sale,  no  depreciation  was taken  effective  April 1,
1996, October 1, 1996 and August 1, 1997, respectively.

NOTE 7.
-------

On June 1, 1998, the Partnership received $1,650,000 in proceeds from a mortgage
note payable secured by Riverbay Plaza Shopping  Center.  The proceeds were used
to  pay for improvements  made in 1997 to renovate and expand an anchor tenant's
space. The mortgage note, payable to an unaffiliated lender, bears interest at a
variable  rate equal to 1.75% plus the London  Interbank  Offered Rate per annum
and matures on April 15, 2001.

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

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

On March 31, 1998,  the  Partnership  sold  Southpointe  Plaza for a gross sales
price of $6.8 million.  The Partnership  recognized a $118,750 loss on the sale.
On April 1, 1998, the  Partnership  sold Island Plaza for a gross sales price of
$1.85 million. A $126,080  write-down for impairment of real estate was recorded
in the first quarter of 1998 and no gain or loss was recorded on the sale.

The Partnership reported a net loss for the first six months of 1998 of $126,761
as compared to net income of $319,953 for the first six months of 1997. Revenues
were  $1,877,266 in 1998 as compared to $2,248,517  for the same period in 1997.
Expenses increased to $2,004,027 in 1998 from $1,928,564 in 1997.

In June 1998, the  Partnership  received  $1,650,000 in proceeds from a mortgage
note payable secured by Riverbay Plaza Shopping  Center.  The proceeds were used
to pay for  improvements  made in 1997 to renovate and expand an anchor tenant's
space.

Net cash provided by operating  activities was $574,215 for the first six months
of 1998.  The  Partnership  expended  $1,853,152  for capital  improvements  and
$31,075 for regularly scheduled principal payments on its mortgage note payable.
The  Partnership  received  $8,438,530 in proceeds from the sales of Southpointe
Plaza and Island Plaza shopping centers, $5,261,942 of which was used to pay off
the mortgage note payable secured by Southpointe Plaza. The Partnership received
$1,650,000 in proceeds from a mortgage  note payable  secured by Riverbay  Plaza
and distributed  $1,500,000 to the limited  partners.  Cash and cash equivalents
increased by $2,016,576  for the first six months of 1998,  leaving a balance of
$4,196,605 at June 30, 1998.

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

Revenue:

Total  revenue  decreased  by $420,484 and $371,251 for the three and six months
ended June 30, 1998, respectively,  as compared to the same periods in 1997. The
decrease  was due to  decreases  in  rental  revenue  and  gain  on  involuntary
conversion,  partially  offset by an increase in interest  income,  as discussed
below.

Rental  revenue for the three and six months  ended June 30, 1998  decreased  by
$342,555 and $300,900,  respectively,  in relation to the comparable  periods in
1997. Approximately $380,000 of the decrease was due to the sales of Southpointe
Plaza and Island  Plaza on March 31,  1998 and April 1, 1998,  respectively.  In
addition,  rental revenue decreased by approximately $38,000 at Towne Center due
to a major tenant  vacating a large space in the second quarter of 1997.  Rental
revenue  increased  by  approximately  $69,000,  $29,000 and $23,000 at Riverbay
Plaza,  Sleepy Hollow and Pine Hills due to increased rental rates and occupancy
in the first half of 1998.  Rental  revenue  remained  relatively  unchanged  at
Springwood Plaza.



<PAGE>
Interest income  increased by $16,551 and $24,129 for the quarter and six months
ended June 30, 1998, respectively,  as compared to the same periods in the prior
year.  The  increase  was due to a higher  amount  of cash and cash  equivalents
available for  short-term  investment  in 1998,  mainly due to net cash proceeds
from the sales of Southpointe  Plaza and Island Plaza shopping  centers received
in the second quarter of 1998.

A gain on involuntary conversion of $94,480 was recognized in the second quarter
of 1997 relating to fire damage that occurred at Riverbay Plaza Shopping Center.
The gain,  which  represented the insurance  proceeds  received in excess of the
basis of the property  damaged,  was recognized as  reimbursement  proceeds were
received from the insurance  carrier.  No such gain was  recognized in the first
six months of 1998.

Expenses:

Total  expenses  decreased  by $167,273  for the three  months and  increased by
$75,463 for the six months  ended June 30, 1998 as compared to the same  periods
in 1997. The decrease for the quarter was mainly due to the sales of Southpointe
Plaza and Island  Plaza on March 31, 1998 and April 1, 1998,  respectively.  The
overall  increase  in  expenses  for the six  months was mainly due to a loss on
disposition  of real  estate and a  write-down  for  impairment  of real  estate
recognized in the first quarter of 1998, as discussed below.

In  conjunction  with the sale of Southpointe  Plaza,  the mortgage note payable
secured by the  property was  retired.  This  resulted in a decrease in interest
expense of $84,230 and $89,797 for the three and six months ended June 30, 1998,
respectively, as compared to the same periods in 1997.

Depreciation  and  amortization  expense for the three and six months ended June
30, 1998 decreased by $40,569 and $71,808, respectively, in relation to the same
periods in 1997. The decrease was due to Springwood Plaza being classified as an
asset held for sale by the Partnership  effective  August 1, 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 this asset at the time it was placed on the market for
sale.

The sales of Southpointe  Plaza and Island Plaza resulted in decreased  property
taxes and repairs and maintenance  expenses.  For the three and six months ended
June 30, 1998,  property taxes  decreased by $42,161 and $53,089,  respectively,
and repairs and maintenance decreased by $15,845 and $32,492,  respectively,  as
compared to the same periods in the prior year.

Property  management  fees for the  three and six  months  ended  June 30,  1998
decreased by $13,411 and $13,234,  respectively, in relation to the same periods
in 1997.  The decrease was a result of a decline in gross  rental  receipts,  on
which  the fees are  based,  mainly  due to the sales of  Southpointe  Plaza and
Island Plaza in 1998.

Other property  operating expense decreased by $61,138 and $60,486 for the three
and six months ended June 30, 1998, respectively,  in relation to the comparable
periods in the prior year.  Approximately $33,000 of the decrease was due to the
sales of  Southpointe  Plaza and Island Plaza in 1998.  In addition,  in 1997, a
greater amount of bad debts and amortization of prepaid leasing commissions were
recognized at Springwood Plaza due to a tenant vacating before the expiration of
their lease.

<PAGE>
General and  administrative  expenses increased by $101,804 and $157,789 for the
three and six months ended June 30, 1998, respectively,  as compared to the same
periods  in 1997.  The  increase  was mainly  due to costs  incurred  in 1998 to
explore alternatives to maximize the value of the Partnership (see Liquidity and
Capital Resources).

The  Partnership  recognized a $118,750  loss on the sale of  Southpointe  Plaza
Shopping  Center in the first six months of 1998. No such loss was recognized in
the first half of 1997.

Island Plaza Shopping Center was sold to an unaffiliated buyer on April 1, 1998.
The Partnership  recorded a $126,080 write-down for impairment of real estate in
the first  quarter  of 1998 to record  the  property  at its  sales  price  less
estimated costs to sell. No such write-down was recorded in the first six months
of 1997.

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

The  Partnership's  primary source of cash flows is from  operating  activities,
which generated $574,215 of cash in the first six months of 1998,  comparable to
the $567,270 generated for the same period in 1997.

The Partnership expended $1,853,152 and $296,654 for capital improvements to its
properties in the first six months of 1998 and 1997, respectively. In the fourth
quarter of 1997, improvements totaling approximately $1.6 million were performed
at Riverbay Plaza to renovate and expand an anchor tenant's  space.  These costs
were paid by the tenant and reimbursed by the  Partnership in the second quarter
of 1998.

On April 1, 1998,  the  Partnership  received a total of  $8,438,530 in proceeds
from  the  sales  of  Southpointe  Plaza  and  Island  Plaza  shopping  centers.
$5,261,942 of the proceeds was used to repay the Southpointe Plaza mortgage note
payable.

In the first half of 1997, the  Partnership  received  $145,046 in proceeds from
the insurance  company for fire damage that occurred at Riverbay  Plaza Shopping
Center. No such insurance proceeds were received in the first half of 1998.

The  Partnership  made  $31,075 and  $65,589 in  regularly  scheduled  principal
payments on the Southpointe  Plaza mortgage note payable in the first six months
of 1998 and 1997, respectively.  The decrease in 1998 was due to the sale of the
property and the repayment of the loan on April 1, 1998.

In June 1998, the  Partnership  received  $1,650,000 in proceeds from a mortgage
note payable secured by Riverbay Plaza Shopping  Center.  The proceeds were used
to pay for  improvements  made in 1997 to renovate and expand an anchor tenant's
space.

The Partnership distributed $1,500,000 to the limited partners in the first half
of 1998. No distributions were paid to the limited partners in the first half of
1997. 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.







<PAGE>
Short-term liquidity:

At June 30, 1998, the Partnership  held cash and cash equivalents of $4,196,605.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.

For the  Partnership  as a whole,  management  projects  positive cash flow from
operations in 1998.  The  Partnership  has budgeted  approximately  $619,000 for
necessary  capital  improvements  for  all  properties  in 1998  (excluding  the
approximately  $1.6 million of tenant  improvements  that were completed in 1997
but not  reimbursed to the tenant until 1998).  These capital  improvements  are
expected to be funded from  available  cash  reserves or from  operations of the
properties.  The present cash balance is believed to provide an adequate reserve
for property operations.

In 1997,  improvements  totaling  approximately  $1.6 million were  performed at
Riverbay Plaza to renovate and expand an anchor tenant's space. These costs were
paid by the tenant and reimbursed by the  Partnership  in 1998. The  Partnership
obtained  a  mortgage  loan  secured by  Riverbay  Plaza to pay these  costs and
received such funds in June 1998.

On March 31, 1998, the  Partnership  sold  Southpointe  Plaza  Shopping  Center,
located in  Sacramento,  California,  to an  unaffiliated  purchaser  for a cash
purchase  price  of  $6,800,000.  On  April  1,  1998,  cash  proceeds  totaling
$6,614,010  were  received  and  $5,294,280  was used to pay the  principal  and
accrued  interest  balance of the mortgage note payable secured by the property.
An additional $204,000 disposition fee is payable to the General Partner.

On April 1, 1998, the Partnership sold Island Plaza Shopping Center,  located in
Ft. Myers,  Florida,  to an unaffiliated  purchaser for a cash purchase price of
$1,850,000.  Cash proceeds  totaling  $1,824,520  were received after payment of
various closing costs. An additional  $55,500  disposition fee is payable to the
General Partner.

Additional efforts to maintain and improve  partnership  liquidity have included
continued attention to property management activities. The objective has been to
obtain maximum  occupancy  rates while holding  expenses to levels  necessary to
maximize  cash flows.  The  Partnership  has made  capital  expenditures  on its
properties where improvements were expected to increase the  competitiveness and
marketability of the properties.

Long-term liquidity:

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.  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.




<PAGE>
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.

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
         -------                    -----------

         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).

         4.1                        Amendment No. 1 to the Amended and  Restated
                                    Limited Partnership Agreement of McNeil Real
                                    Estate  Fund  XXIV,  L.P.  dated  June  1995
                                    (incorporated  by reference to the Quarterly
                                    Report  of the  registrant  on Form 10-Q for
                                    the period ended June  30,1995,  as filed on
                                    August 14, 1995).

         11.                        Statement   regarding   computation  of  Net
                                    Income per  Limited  Partnership  Unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income allocated to
                                    the  limited   partners  by  the  number  of
                                    limited  partnership units outstanding.  Per
                                    unit  information has been computed based on
                                    40,000 limited partnership units outstanding
                                    in 1998 and 1997.

         27.                        Financial  Data  Schedule  for  the  quarter
                                    ended June 30, 1998.

(b)      Reports on Form 8-K. A Form 8-K with  respect to Item 2 dated March 31,
         1998 was filed on April 9,  1998  regarding  the  sales of  Southpointe
         Plaza and Island Plaza shopping centers.


<PAGE>


                       McNEIL REAL ESTATE FUND XXIV, 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 XXIV, L.P.

                               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/  Carol A. Fahs
---------------                        -----------------------------------------
Date                                    Carol A. Fahs
                                        Vice President of McNeil Investors, Inc.
                                        (Principal Accounting Officer)