UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q



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


     For the period ended           September 30, 1997
                           -----------------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-14267



                       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>
                       MCNEIL REAL ESTATE FUND XXIV, L.P.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         September 30,       December 31,
                                                                             1997                1996
                                                                       ----------------     --------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     1,624,347      $    2,409,114
   Buildings and improvements...............................                16,132,820          19,449,373
                                                                        --------------       -------------
                                                                            17,757,167          21,858,487
   Less:  Accumulated depreciation and amortization.........                (7,786,879)         (8,887,172)
                                                                        --------------       -------------
                                                                             9,970,288          12,971,315

Assets held for sale........................................                11,129,910           8,408,672

Cash and cash equivalents...................................                 1,829,954           1,615,604
Cash segregated for security deposits.......................                    83,668              82,466
Accounts receivable, net of allowance for doubtful
   accounts of $18,498 and $41,151 at September 30,
   1997 and December 31, 1996, respectively.................                   741,006             550,752
Prepaid expenses and other assets, net......................                   134,928             142,341
                                                                        --------------       -------------
                                                                       $    23,889,754      $   23,771,150
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     5,324,446      $    5,421,763
Accounts payable and accrued expenses.......................                   329,169             202,045
Payable to affiliates.......................................                    23,299              74,343
Deferred gain...............................................                         -                   -
Security deposits and deferred rental revenue...............                   151,103              91,894
                                                                        --------------       -------------
                                                                             5,828,017           5,790,045
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at September 30,
     1997 and December 31, 1996.............................                18,084,793          18,009,967
   General Partner..........................................                   (23,056)            (28,862)
                                                                        --------------       -------------
                                                                            18,061,737          17,981,105
                                                                        --------------       -------------
                                                                       $    23,889,754      $   23,771,150
                                                                        ==============       =============
</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                     Nine Months Ended
                                               September 30,                         September 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    1,074,348     $    1,046,447    $    3,184,085     $    3,116,216
   Interest......................             27,505             23,383            71,805             82,518
   Gain on involuntary
     conversion..................             55,105                  -           149,585             24,663
   Other income..................             20,000                  -            20,000             20,434
                                       -------------      -------------     -------------      -------------
     Total revenue...............          1,176,958          1,069,830         3,425,475          3,243,831
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             95,306            104,306           293,774            323,343
   Depreciation and
     amortization................            218,048            307,550           677,954            935,828
   Property taxes................            112,726            112,922           330,172            341,190
   Personnel costs...............             80,216             71,413           234,754            209,376
   Utilities.....................             52,299             54,581           169,451            161,281
   Repairs and maintenance.......             97,658            110,042           304,524            306,718
   Property management
     fees - affiliates...........             60,186             55,842           176,145            171,449
   Other property operating
     expenses....................             54,738             56,179           215,886            174,561
   General and administrative....             15,924             47,400            61,113             88,442
   General and administrative -
     affiliates..................            129,178            131,883           381,070            423,019
                                       -------------      -------------     -------------      -------------
     Total expenses..............            916,279          1,052,118         2,844,843          3,135,207
                                       -------------      -------------     -------------      -------------

Net income.......................     $      260,679     $       17,712    $      580,632      $     108,624
                                       =============      =============     =============       ============

Net income allocable to
   limited partners..............     $      258,073     $       17,535    $      574,826      $     107,538
Net income allocable to
   General Partner...............              2,606                177             5,806              1,086
                                       -------------      -------------     -------------       ------------
Net income.......................     $      260,679     $       17,712    $      580,632      $     108,624
                                       =============      =============     =============       ============

Net income per limited
   partnership unit..............     $         6.45     $          .44    $        14.37      $        2.69
                                       =============      =============     =============       ============

Distributions per limited
   partnership unit..............     $        12.50     $         9.38    $        12.50      $       18.75
                                       =============      =============     =============       ============
</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 Nine Months Ended September 30, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Equity
                                                 ---------------         ---------------       ---------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1995..............       $      (22,780)         $   19,362,083        $   19,339,303

Net income................................                1,086                 107,538               108,624

Distributions.............................                    -                (750,016)             (750,016)
                                                  -------------           -------------         -------------

Balance at September 30, 1996.............       $      (21,694)         $   18,719,605        $   18,697,911
                                                  =============           =============         =============



Balance at December 31, 1996..............       $      (28,862)         $   18,009,967        $   17,981,105

Net income................................                5,806                 574,826               580,632

Distributions.............................                    -                (500,000)             (500,000)
                                                  -------------           -------------         -------------

Balance at September 30, 1997.............       $      (23,056)         $   18,084,793        $   18,061,737
                                                  =============           =============         =============

</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>
                                                                            Nine Months Ended
                                                                                 September 30,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------

Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      3,047,071         $     3,014,721
   Cash paid to suppliers............................                   (1,015,557)               (974,332)
   Cash paid to affiliates...........................                     (608,259)               (611,332)
   Interest received.................................                       71,805                  82,518
   Interest paid.....................................                     (285,997)               (301,906)
   Property taxes paid...............................                     (168,816)               (182,103)
   Other income......................................                       20,000                  20,434
                                                                   ---------------          --------------
Net cash provided by operating activities............                    1,060,247               1,048,000
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (475,327)               (209,616)
   Proceeds received from insurance company..........                      226,747                  75,000
                                                                   ---------------          --------------
Net cash used in investing activities................                     (248,580)               (134,616)
                                                                   ---------------          ---------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (97,317)                (85,004)
   Distributions paid................................                     (500,000)               (750,016)
   Repayment of advances from affiliates.............                            -                (642,581)
                                                                   ---------------          ---------------
Net cash used in financing activities................                     (597,317)             (1,477,601)
                                                                   ---------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                      214,350                (564,217)

Cash and cash equivalents at beginning of
   period............................................                    1,615,604               2,381,183
                                                                   ---------------          --------------

Cash and cash equivalents at end of period...........             $      1,829,954         $     1,816,966
                                                                   ===============          ==============
</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 to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                                 September 30,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $        580,632         $       108,624
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Gain on involuntary conversion....................                     (149,585)                (24,663)
   Depreciation and amortization.....................                      677,954                 935,828
   Amortization of deferred borrowing costs..........                        7,770                  23,309
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (1,202)                  9,038
     Accounts receivable, net........................                     (190,254)               (149,972)
     Prepaid expenses and other assets, net..........                         (357)                  1,061
     Accounts payable and accrued expenses...........                      127,124                 122,209
     Payable to affiliates...........................                      (51,044)                (16,864)
     Security deposits and deferred rental
       revenue.......................................                       59,209                  39,430
                                                                   ---------------          --------------

       Total adjustments.............................                      479,615                 939,376
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      1,060,247         $     1,048,000
                                                                   ===============          ==============
</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
                               September 30, 1997
                                   (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 nine months ended September 30, 1997
are not necessarily indicative of the results to be expected for the year ending
December 31, 1997.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XXIV,  L.P.,  c/o The Herman Group,  2121 San Jacinto
St., 26th Floor, Dallas, Texas 75201.

NOTE 3.
-------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its 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.

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







<PAGE>
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:

                                                       Nine Months Ended
                                                          September 30,
                                                  ---------------------------
                                                      1997             1996
                                                  -----------      ----------

Property management fees...................       $   176,145      $  171,449
Charged to general and administrative -
   affiliates:
   Partnership administration..............           147,876         179,873
   Asset management fee....................           233,194         243,146
                                                   ----------       ---------
                                                  $   557,215      $  594,468
                                                   ==========       =========

Payable to  affiliates  at September  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 4.
-------

In December  1995,  wind and hail damage  occurred at Pine Hills  Apartments and
$75,000  was  received  from  the  insurance   carrier  in  February  1996.  The
Partnership  recorded  a $24,663  gain on  involuntary  conversion  in the first
quarter  of 1996,  which  represents  the  amount  of  insurance  reimbursements
received in excess of the basis of the property damaged.

NOTE 5.
-------

In February  1997,  a fire  occurred  at Riverbay  Plaza  Shopping  Center.  One
tenant's space was completely destroyed and several tenant spaces incurred water
and smoke  damage.  In  addition,  there was damage to the roof and  ventilation
system.  Repairs of damages totaling  approximately  $233,000 were completed and
reimbursements  totaling  $226,747 were  received from the insurance  carrier in
1997. The Partnership recognized a gain on involuntary conversion of $149,585 in
1997,  which  represents  the  insurance  claims  in  excess of the basis of the
property damaged by the fire.





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

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since 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.

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 the  Partnership's
properties since December 31, 1996. The Partnership  reported net income for the
first nine months of 1997 of $580,632 as compared to $108,624 for the first nine
months of 1996.  Revenues were $3,425,475 in 1997, as compared to $3,243,831 for
the  same  period  in 1996.  Expenses  decreased  to  $2,844,843  in 1997,  from
$3,135,207 in 1996.

Net cash  provided by operating  activities  was  $1,060,247  for the first nine
months of 1997. The Partnership  expended $475,327 for capital  improvements and
$97,317 for principal  payments on its mortgage note  payable.  The  Partnership
received  $226,747  in  insurance  reimbursements  for a fire that  occurred  at
Riverbay Plaza.  After  distributions to the limited partners of $500,000,  cash
and cash  equivalents  increased  by $214,350 for the first nine months of 1997,
leaving a balance of $1,829,954 at September 30, 1997.

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

Revenue:

Total revenue increased by $107,128 and $181,644 for the quarter and nine months
ended September 30, 1997, respectively, as compared to the same periods in 1996.
The increase was primarily due to a greater gain on involuntary conversion being
recognized  in 1997 than in 1996.  In addition,  there was an increase in rental
revenue in 1997. These increases were partially offset by a decrease in interest
income, as discussed below.

Rental  revenue  increased  by $27,901 and $67,869 for the three and nine months
ended September 30, 1997, respectively, in relation to the respective periods in
1996.   Rental   revenue  for  the  first  nine  months  of  1997  increased  by
approximately  $46,000 and $41,000 at Springwood Plaza and Island Plaza shopping
centers,  respectively.  An increase  in rental  rates as well as an increase in
average occupancy caused the increase in rental revenue at Springwood Plaza. The
increase at Island Plaza was mainly due to an increase in occupancy  from 79% at
the beginning of 1996 to 86% at September 30, 1997.  Rental revenue increased at
all of the remaining  properties  except for  Southpointe  Plaza Shopping Center
where rental  revenue  decreased by  approximately  $69,000 due to a decrease in
rental rates charged to tenants who were previously paying above market rent.


<PAGE>
Interest income for the three and nine months ended September 30, 1997 increased
by $4,122 and  decreased  by  $10,713,  respectively,  as  compared  to the same
periods  in  1996.  The  overall  decrease  was  due to a lower  amount  of cash
available for  short-term  investment  in the first half of 1997.  Cash and cash
equivalents decreased from $2.4 million at the beginning of 1996 to $1.9 million
at September 30, 1996.  Cash further  decreased to $1.6 million at the beginning
of 1997 and was $1.8  million at September  30, 1997.  The decrease in available
cash was mainly due to  distributions  paid to the limited  partners in 1997 and
1996 and the repayment of advances from affiliates in 1996.

As discussed in Item 1, Note 5, the  Partnership  recognized a $149,585  gain on
involuntary  conversion  in 1997  relating  to a fire that  occurred at Riverbay
Plaza  Shopping  Center.  A  gain  on  involuntary  conversion  of  $24,663  was
recognized  in 1996  relating to wind and hail  damage at Pine Hills  Apartments
(see Item 1, Note 4).

Expenses:

Total expenses  decreased by $135,839 and $290,364 for the three and nine months
ended September 30, 1997, respectively, as compared to the same periods in 1996.
The  decrease  was  primarily  the  result of a  decrease  in  depreciation  and
amortization expense, as discussed below.

Depreciation  and  amortization  expense  for the  three and nine  months  ended
September 30, 1997 decreased by $89,502 and $257,874,  respectively, in relation
to the same periods in 1996.  The decrease was due to Island Plaza,  Southpointe
Plaza and  Springwood  Plaza  being  classified  as assets  held for sale by the
Partnership  effective  April 1,  1996,  October  1, 1996 and  August  1,  1997,
respectively.  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 these assets at the time they
were placed on the market for sale.

Personnel  costs  increased  by $8,803 and $25,378 for the three and nine months
ended September 30, 1997,  respectively,  as compared to the same periods in the
prior year. The cost of workers'  compensation  insurance was lower in 1996 as a
result of an audit performed in the first quarter of 1996.

Other property  operating  expenses decreased by $1,441 and increased by $41,325
for the three  and nine  months  ended  September  30,  1997,  respectively,  in
relation to the comparable  periods in the prior year. The overall  increase was
mainly due to  expenses  incurred  in  connection  with  marketing  three of the
Partnership's properties for sale, as previously discussed.

General and  administrative  expenses  decreased by $31,476 for the three months
and by $27,329 for the nine months ended  September  30, 1997 as compared to the
same periods in 1996. The decrease was mainly due to a decrease in cost incurred
relating to evaluation and dissemination of information regarding an unsolicited
tender offer.  This decrease was partially  offset by  approximately  $14,000 of
costs incurred for investor services which were paid to an unrelated third party
in 1997.  In 1996,  such costs were paid to an affiliate of the General  Partner
and were included in general and  administrative  - affiliates on the Statements
of Operations.





<PAGE>
General and administrative - affiliates  decreased by $2,705 and $41,949 for the
three and nine months ended September 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,  which was  partially due to
investor  services  being  performed  by an  unrelated  third party in 1997,  as
discussed above.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated $1,060,247 of cash in the first nine months of 1997,  comparable
to the $1,048,000 generated for the same period in 1996.

The Partnership  expended $475,327 and $209,616 for additions to its real estate
investments in the first nine months of 1997 and 1996,  respectively.  A greater
amount was  expended in 1997 to repair fire  damage at Riverbay  Plaza  Shopping
Center.

In 1997, the Partnership received $226,747 from the insurance carrier for a fire
at Riverbay Plaza. The Partnership  received $75,000 from the insurance  carrier
in 1996 for wind and hail damage at Pine Hills Apartments.

The Partnership made principal  payments on the Southpointe  Plaza mortgage note
payable  of  $97,317  and  $85,004  in the first  nine  months of 1997 and 1996,
respectively.  As the  adjustable  interest rate on the loan declined in 1997, a
larger portion of the monthly  payment was used to reduce the principal  balance
on the loan.

The Partnership distributed $500,000 and $750,016 to the limited partners in the
first nine months of 1997 and 1996, respectively.

In the second quarter of 1996, the Partnership  repaid $642,581 of advances from
an affiliate. No such advances were repaid in 1997.

Short-term liquidity:

At  September  30,  1997,  the  Partnership  held cash and cash  equivalents  of
$1,829,954.  This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.

For the  remainder  of 1997,  Partnership  properties  are  expected  to provide
positive  cash flow from  operations  after  payment of debt service and capital
improvements.   The  Partnership  has  budgeted  approximately  $2  million  for
necessary capital  improvements for all properties in 1997,  approximately  $1.6
million of which  will be used to expand an anchor  tenant's  space at  Riverbay
Plaza  Shopping   Center.   The  Partnership  has  arranged   financing  from  a
non-affiliate for the Riverbay expansion.  The remainder of 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.

Only one  property,  Southpointe  Plaza  Shopping  Center,  is  encumbered  with
mortgage debt,  which matured on September 1, 1997. The Partnership has received
an offer from a non-affiliate to sell the property. If the property is not sold,
the  Partnership  will  attempt to extend the  maturity  date or  refinance  the
mortgage.


<PAGE>
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.

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  Island  Plaza,   Southpointe  Plaza  and
Springwood Plaza on the market for sale effective April 1, 1996, October 1, 1996
and August 1, 1997,  respectively.  The Partnership has received an offer from a
non-affiliate to purchase Southpointe Plaza for $6.7 million.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
-------  ----------------- 

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.
<PAGE>
On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants intend to file a demurrer to the second  consolidated and
amended complaint on or before December 1, 1997.


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 1997 and 1996.

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

(b)      Reports on Form  8-K.  There  were  no reports on Form 8-K filed during
         the quarter ended  September 30, 1997.


<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





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




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