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


                                    FORM 10-Q



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


     For the period ended          March 31, 1997
                          ------------------------------------------------------


                                       OR

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

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


                       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>
                                                                          March 31,          December 31,
                                                                             1997                1996
                                                                       ---------------      --------------
ASSETS
------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     2,409,114      $    2,409,114
   Buildings and improvements...............................                19,367,574          19,449,373
                                                                        --------------       -------------
                                                                            21,776,688          21,858,487
   Less:  Accumulated depreciation and amortization.........                (9,056,130)         (8,887,172)
                                                                        --------------       -------------
                                                                            12,720,558          12,971,315

Assets held for sale........................................                 8,410,522           8,408,672

Cash and cash equivalents...................................                 1,778,963           1,615,604
Cash segregated for security deposits.......................                    82,877              82,466
Accounts receivable, net of allowance for doubtful
   accounts of $41,151 at March 31, 1997 and
   December 31, 1996........................................                   894,141             550,752
Prepaid expenses and other assets, net......................                   129,930             142,341
                                                                        --------------       -------------
                                                                       $    24,016,991      $   23,771,150
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     5,389,547      $    5,421,763
Accounts payable and accrued expenses.......................                   120,752             202,045
Payable to affiliates.......................................                   110,043              74,343
Deferred gain...............................................                   127,096                   -
Security deposits and deferred rental revenue...............                   186,041              91,894
                                                                        --------------       -------------
                                                                             5,933,479           5,790,045
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at March 31,
     1997 and December 31, 1996.............................                18,111,350          18,009,967
   General Partner..........................................                   (27,838)            (28,862)
                                                                        --------------       -------------
                                                                            18,083,512          17,981,105
                                                                        --------------       -------------
                                                                       $    24,016,991      $   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
                                                                                        March 31,
                                                                           ---------------------------------
                                                                                1997                1996
                                                                           --------------     --------------
Revenue:
<S>                                                                        <C>                <C>           
   Rental revenue.............................................             $    1,057,741     $    1,024,836
     Interest .................................................                    20,980             31,760
     Gain on involuntary conversion............................                         -             24,663
     Property tax refund.......................................                         -             20,434
                                                                            -------------      -------------
       Total revenue...........................................                 1,078,721          1,101,693
                                                                            -------------      -------------

Expenses:
     Interest..................................................                   103,924            108,824
     Depreciation and amortization.............................                   229,953            333,038
     Property taxes............................................                   110,172            122,076
     Personnel costs...........................................                    87,216             71,976
     Utilities.................................................                    64,893             54,703
     Repairs and maintenance...................................                   102,453             90,919
     Property management fees -affiliates......................                    59,549             54,340
     Other property operating expenses.........................                    66,452             59,299
     General and administrative................................                    29,566             23,455
     General and administrative - affiliates...................                   122,136            147,357
                                                                            -------------      -------------
       Total expenses..........................................                   976,314          1,065,987
                                                                            -------------      -------------

Net income.....................................................            $      102,407     $       35,706
                                                                            =============      =============


Net income allocable to limited partners.......................            $      101,383     $       35,349
Net income allocable to General Partner........................                     1,024                357
                                                                            -------------     --------------
Net income.....................................................            $      102,407     $       35,706
                                                                            =============      =============


Net income per limited partnership unit........................            $         2.53     $          .88
                                                                            =============      =============


Distributions per limited partnership unit.....................            $            -     $         9.38
                                                                            =============      =============
</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 Three Months Ended March 31, 1997 and 1996

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

Distributions.............................                    -                (375,008)             (375,008)

Net income................................                  357                  35,349                35,706
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $      (22,423)         $   19,022,424        $   19,000,001
                                                  =============           =============         =============



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

Net income................................                1,024                 101,383               102,407
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $      (27,838)         $   18,111,350        $   18,083,512
                                                  =============           =============         =============

</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>
                                                                             Three Months Ended
                                                                                   March 31,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------
Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      1,003,197         $       954,401
   Cash paid to suppliers............................                     (388,723)               (356,835)
   Cash paid to affiliates...........................                     (145,985)               (128,999)
   Interest received.................................                       20,980                  31,760
   Interest paid.....................................                      (96,425)               (101,591)
   Property taxes paid...............................                     (148,519)               (161,774)
   Property tax refunds..............................                            -                  20,424
                                                                   ---------------          --------------
Net cash provided by operating activities............                      244,525                 257,396
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                      (48,950)                (56,996)
   Proceeds received from insurance company..........                            -                  75,000
                                                                   ---------------          --------------
Net cash provided by (used in)
   investing activities..............................                      (48,950)                 18,004
                                                                   ---------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (32,216)                (25,253)
   Distributions paid................................                            -                (375,008)
                                                                   ---------------          ---------------
Net cash used in financing activities................                      (32,216)               (400,261)
                                                                   ---------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                      163,359                (124,861)

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

Cash and cash equivalents at end of period...........             $      1,778,963         $     2,256,322
                                                                   ===============          ==============
</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>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------        ----------------
<S>                                                               <C>                     <C>             
Net income...........................................             $        102,407        $         35,706
                                                                   ---------------         ---------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Gain on involuntary conversion....................                            -                 (24,663)
   Depreciation and amortization.....................                      229,953                 333,038
   Amortization of deferred borrowing costs..........                        7,770                   7,770
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                         (411)                 (1,776)
     Accounts receivable, net........................                     (148,389)                (78,231)
     Prepaid expenses and other assets, net..........                        4,641                   3,265
     Accounts payable and accrued expenses...........                      (81,293)               (100,626)
     Payable to affiliates...........................                       35,700                  72,698
     Security deposits and deferred rental
       revenue.......................................                       94,147                  10,215
                                                                   ---------------          --------------

       Total adjustments.............................                      142,118                 221,690
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        244,525         $       257,396
                                                                   ===============          ==============

</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
                                 March 31, 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 three months ended March 31, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund 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:

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

Property management fees....................      $  59,549      $  54,340
Charged to general and administrative -
   affiliates:
   Partnership administration...............         47,288         65,001
   Asset management fee.....................         74,848         82,356
                                                   --------       --------
                                                  $ 181,685      $ 201,697
                                                   ========       ========

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

NOTE 4.
-------

In  December  1995,  wind and hail  damage  occurred  at Pine Hills  Apartments.
$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.  The cost of  repairs  is  estimated  to total  approximately  $205,000.
Management expects the majority of the repairs,  excluding a $10,000 deductible,
will be covered by the property's  insurance carrier. The Partnership recorded a
$127,096 deferred gain in the first quarter of 1997, which represents the amount
of  expected  insurance  reimbursements  in excess of the basis of the  property
damaged. The deferred gain will be recognized when the insurance claims proceeds
are received.



<PAGE>
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  three  months of 1997 of  $102,407  as  compared to $35,706 for the first
three  months  of 1996.  Revenues  were  $1,078,721  in  1997,  as  compared  to
$1,101,693 for the same period in 1996.  Expenses decreased to $976,314 in 1997,
from $1,065,987 in 1996.

Net cash  provided by  operating  activities  was  $244,525  for the first three
months of 1997. The Partnership  expended  $48,950 for capital  improvements and
$32,216 for  principal  payments on its  mortgage  note  payable.  Cash and cash
equivalents  increased by $163,359 for the first three months of 1997, leaving a
balance of $1,778,963 at March 31, 1997.

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

Revenue:

Total revenue  decreased by $22,972 for the three months ended March 31, 1997 as
compared to the same  period in 1996.  The  decrease  was  primarily  due to the
recognition  of a gain on  involuntary  conversion and the receipt of a property
tax refund in the first  quarter of 1996.  In addition,  there was a decrease in
interest income, partially offset by an increase in rental revenue, as discussed
below.

Rental revenue increased by $32,905 for the three months ended March 31, 1997 in
relation  to  the  respective  period  in  1996.  Rental  revenue  increased  by
approximately  $29,000 at Springwood Plaza Shopping Center due to an increase in
occupancy  from 80% at March 31, 1996 to 87% at March 31,  1997.  An increase in
rental rates at Towne Center  Shopping  Center resulted in an increase in rental
revenue of  approximately  $17,000.  These increases were partially offset by an
approximately  $23,000  decrease in rental revenue at Souhpointe  Plaza Shopping
Center due to a decrease in average occupancy in 1997.

Interest  income  for the first  three  months of 1997  decreased  by $10,780 as
compared  to the first three  months of 1996.  The  decrease  was due to a lower
amount of cash available for short-term investment in the first quarter of 1997.
The Partnership held cash and cash equivalents of $1.8 million at March 31, 1997
as compared to $2.3 million at March 31, 1996.

A gain on involuntary  conversion of $24,663 was recognized in the first quarter
of 1996 relating to wind and hail damage at Pine Hills  Apartments  (see Item 1,
Note 4). No such income was recorded in the first quarter of 1997.

The  Partnership  received  a $20,434  refund  of Towne  Center's  prior  years'
property  taxes in the first  quarter  of 1996 as a result of  appeals  filed on
behalf of the  property.  No such  property tax refund was received in the first
quarter of 1997.



<PAGE>
Expenses:

Total expenses decreased by $89,673 for the three months ended March 31, 1997 as
compared to the same period 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 first quarter of 1997 decreased by
$103,085 in  relation  to the first  quarter of 1996.  The  decrease  was due to
Island Plaza and Southpointe  Plaza being  classified as assets held for sale by
the Partnership  effective April 1, 1996 and October 1, 1996,  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 $15,240 for the three months ended March 31, 1997
as  compared  to the  same  period  in the  prior  year.  The  cost of  workers'
compensation  insurance was higher in 1997 as a result of an audit  performed in
the prior year.

Repairs and maintenance  expense increased by $11,534 for the first three months
of 1997 as  compared  to the  first  three  months  of 1996.  The  increase  was
partially due to the hiring of outside  services to pick up trash in the parking
lots at Southpointe  Plaza and Springwood Plaza shopping  centers.  In addition,
there was an increase in carpet cleaning and repair at Pine Hills  Apartments as
a result of two water heaters bursting and flooding five units.

Utilities  increased  by $10,190  for the three  months  ended March 31, 1997 as
compared to the same period in 1996.  The increase was mainly due to an increase
of utility rates and the usage of water at Riverbay Plaza Shopping Center due to
construction to expand a tenant's space. In addition, average occupancy rates at
Pine Hills and Sleepy  Hollow  apartments  decreased  in 1997,  which  meant the
properties were paying electricity charges for more vacant units.

General and  administrative  expenses  increased by $6,111 for the quarter ended
March 31,  1997 as  compared  to the same  period in 1996.  Costs  incurred  for
investor  services  were paid to an unrelated  third party in 1997. In the first
quarter of 1996, such costs were paid to an affiliate of the General Partner and
were included in general and  administrative  - affiliates on the  Statements of
Operations.

General  and  administrative  -  affiliates  decreased  by $25,221 for the three
months ended March 31, 1997 as compared to the same period in 1996. The decrease
was mainly due to a decrease in overhead  expenses  allocated to the Partnership
by McREMI,  which was partially due to investor  services being  performed by an
unrelated  third party in 1997,  as  discussed  above.  In addition  there was a
decrease  in asset  management  fees as a result of a decrease  in the  tangible
asset value of the Partnership, on which the fees are based.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated  $244,525 of cash in the first three months of 1997,  comparable
to the $257,396 generated for the same period in 1996.



<PAGE>
The  Partnership  expended  $48,950 and $56,996 for additions to its real estate
investments in the first three months of 1997 and 1996, respectively.  A greater
amount was spent in 1996 to repair wind and hail damage at Pine Hills Apartments
as discussed in Item 1, Note 4.

The Partnership received $75,000 from the insurance carrier in 1996 for wind and
hail damage at Pine Hills Apartments.  No such insurance  proceeds were received
in the first quarter of 1997.

The Partnership made principal  payments on the Southpointe  Plaza mortgage note
payable  of $32,216  and  $25,253  in the first  three  months of 1997 and 1996,
respectively.  As the  adjustable  interest rate on the loan declined in 1997, a
larger portion the monthly  payment was used to reduce the principal  balance on
the loan.

No  distributions  were paid to the limited  partners in 1997.  The  Partnership
distributed $375,008 to the limited partners in the first quarter of 1996.

Short-term liquidity:

At March 31, 1997, the Partnership held cash and cash equivalents of $1,778,963.
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 which is 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.

Long-term liquidity:

Only one  property,  Southpointe  Plaza  Shopping  Center,  is  encumbered  with
mortgage  debt.  The lender has verbally  indicated a willingness  to extend the
maturity of the note from April 1, 1997 to  September 1, 1997.  The  Partnership
will continue to make monthly  principal and interest payments on the note until
the agreement is formalized.

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>
The Partnership  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  the Partnership has determined to begin orderly liquidation of all its
assets.  Although there can be no assurance as to the timing of the  liquidation
due to real estate  market  conditions,  the general  difficulty of disposing of
real estate,  and other general  economic  factors,  it is anticipated that such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution  to the limited  partners by  December  1998.  In this
regard,  the Partnerships  has placed Island Plaza and Southpointe  Plaza on the
market for sale effective April 1, 1996 and October 1, 1996, respectively.


                           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.





<PAGE>
Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended   complaint  with  leave  to  amend.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.

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

(a)      Exhibits.

         Exhibit
         Number                     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 (Loss) per Limited  Partnership Unit:
                                    Net income  (loss) 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 March 31, 1997.

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


<PAGE>


                       McNEIL REAL ESTATE FUND 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





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




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