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     September 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>
                                                                      September 30,        December 31,
                                                                          1998                 1997
                                                                      ------------         ------------
ASSETS
------

Real estate investments:
<S>                                                                   <C>                  <C>         
   Land ......................................................        $  1,624,347         $  1,624,347
   Buildings and improvements ................................          18,235,974           17,771,163
                                                                      ------------         ------------
                                                                        19,860,321           19,395,510
   Less:  Accumulated depreciation and amortization ..........          (8,789,242)          (7,997,592)
                                                                      ------------         ------------
                                                                        11,071,079           11,397,918

Assets held for sale .........................................           2,729,114           10,935,647

Cash and cash equivalents ....................................           1,225,250            2,180,029
Cash segregated for security deposits ........................              61,853               84,737
Accounts receivable, net of allowance for doubtful
   accounts of $5,597 and $24,095 at September 30,
   1998 and December 31, 1997, respectively ..................             418,503              588,578
Prepaid expenses and other assets, net .......................             143,207              114,823
                                                                      ------------         ------------
                                                                      $ 15,649,006         $ 25,301,732
                                                                      ============         ============

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

Mortgage notes payable .......................................        $  1,650,000         $  5,293,017
Accounts payable and accrued expenses ........................             246,473              181,540
Payable to tenant ............................................                  --            1,622,873
Payable to affiliates ........................................             713,940              192,735
Security deposits and deferred rental revenue ................              74,508              100,283
                                                                      ------------         ------------
                                                                         2,684,921            7,390,448
                                                                      ------------         ------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at September 30,
     1998 and December 31, 1997 ..............................          12,991,673           17,935,844
   General Partner ...........................................             (27,588)             (24,560)
                                                                      ------------         ------------
                                                                        12,964,085           17,911,284
                                                                      ------------         ------------
                                                                      $ 15,649,006         $ 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                     Nine Months Ended
                                                       September 30,                          September 30,
                                             -------------------------------        -------------------------------
                                                  1998               1997               1998                1997
                                             -----------         -----------        -----------         -----------
Revenue:
<S>                                          <C>                 <C>                <C>                 <C>        
   Rental revenue ...................        $   756,191         $ 1,074,348        $ 2,565,028         $ 3,184,085
   Interest .........................             55,681              27,505            124,110              71,805
   Gain on involuntary
     conversion .....................                 --              55,105                 --             149,585
   Other income .....................                 --              20,000                 --              20,000
                                             -----------         -----------        -----------         -----------
     Total revenue ..................            811,872           1,176,958          2,689,138           3,425,475
                                             -----------         -----------        -----------         -----------

Expenses:
   Interest .........................             34,256              95,306            142,927             293,774
   Depreciation and
     amortization ...................            403,552             218,048            791,650             677,954
   Property taxes ...................             55,679             112,726            220,036             330,172
   Personnel costs ..................             69,655              80,216            212,081             234,754
   Utilities ........................             53,966              52,299            173,483             169,451
   Repairs and maintenance ..........             64,045              97,658            238,419             304,524
   Property management
     fees - affiliates ..............             41,969              60,186            144,694             176,145
   Other property operating
     expenses .......................             69,616              54,738            170,278             215,886
   General and administrative .......             78,512              15,924            281,490              61,113
   General and administrative -
     affiliates .....................            116,660             129,178            372,049             381,070
   Loss on disposition of real
     estate .........................                 --                  --            118,750                  --
   Write-down for impairment
     of real estate .................                 --                  --            126,080                  --
                                             -----------         -----------        -----------         -----------
     Total expenses .................            987,910             916,279          2,991,937           2,844,843
                                             -----------         -----------        -----------         -----------

Net income (loss) ...................        $  (176,038)        $   260,679        $  (302,799)        $   580,632
                                             ===========         ===========        ===========         ===========

Net income (loss) allocable to
   limited partners .................        $  (174,278)        $   258,073        $  (299,771)        $   574,826
Net income (loss) allocable to
   General Partner ..................             (1,760)              2,606             (3,028)              5,806
                                             -----------         -----------        -----------         -----------
Net income (loss)....................        $  (176,038)        $   260,679        $  (302,799)        $   580,632
                                             ===========         ===========        ===========         ===========

Net income (loss) per limited
   partnership unit .................        $     (4.35)        $      6.45        $     (7.49)        $     14.37
                                             ===========         ===========        ===========         ===========

Distributions per limited
   partnership unit .................        $     78.61         $     12.50        $    116.11         $     12.50
                                             ===========         ===========        ===========         ===========
</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 Nine Months Ended September 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 ..............................               5,806              574,826              580,632

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

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



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

Net loss ................................              (3,028)            (299,771)            (302,799)

Distributions to limited partners .......                  --           (4,644,400)          (4,644,400)
                                                 ------------         ------------         ------------

Balance at September 30, 1998 ...........        $    (27,588)        $ 12,991,673         $ 12,964,085
                                                 ============         ============         ============
</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,
                                                                    -------------------------------
                                                                        1998                1997
                                                                    -----------         -----------
Cash flows from operating activities:
<S>                                                                 <C>                 <C>        
   Cash received from tenants ..............................        $ 2,565,803         $ 3,047,071
   Cash paid to suppliers ..................................         (1,122,475)         (1,015,557)
   Cash paid to affiliates .................................           (255,038)           (608,259)
   Interest received .......................................            124,110              71,805
   Interest paid ...........................................           (158,833)           (285,997)
   Property taxes paid .....................................           (131,803)           (168,816)
   Other income ............................................                 --              20,000
                                                                    -----------         -----------
Net cash provided by operating activities ..................          1,021,764           1,060,247
                                                                    -----------         -----------

Cash flows from investing activities:
   Additions to real estate investments and
     assets held for sale ..................................         (2,127,656)           (475,327)
   Proceeds from disposition of real estate ................          8,438,530                  --
   Proceeds received from insurance company ................                 --             226,747
                                                                    -----------         -----------
Net cash provided by (used in) investing activities.........          6,310,874            (248,580)
                                                                    -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable ...............................................            (31,075)            (97,317)
   Retirement of mortgage note payable .....................         (5,261,942)                 --
   Proceeds from mortgage note payable .....................          1,650,000                  --
   Distributions to limited partners .......................         (4,644,400)           (500,000)
                                                                    -----------         -----------
Net cash used in financing activities ......................         (8,287,417)           (597,317)
                                                                    -----------         -----------

Net increase (decrease) in cash
   and cash equivalents ....................................           (954,779)            214,350

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

Cash and cash equivalents at end of period .................        $ 1,225,250         $ 1,829,954
                                                                    ===========         ===========

</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>
                                                                        Nine Months Ended
                                                                           September 30,
                                                                 -------------------------------
                                                                     1998                1997
                                                                 ------------        -----------
<S>                                                              <C>                 <C>        
Net income (loss) .......................................        $  (302,799)        $   580,632
                                                                 -----------         -----------

Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Gain on involuntary conversion .......................                 --            (149,585)
   Depreciation and amortization ........................            791,650             677,954
   Loss on disposition of real estate ...................            118,750                  --
   Write-down for impairment of real estate .............            126,080                  --
   Amortization of deferred borrowing costs .............              5,235               7,770
   Changes in assets and liabilities:
     Cash segregated for security deposits ..............             22,884              (1,202)
     Accounts receivable, net ...........................             39,902            (190,254)
     Prepaid expenses and other assets, net .............            (80,801)               (357)
     Accounts payable and accrued expenses ..............             64,933             127,124
     Payable to affiliates ..............................            261,705             (51,044)
     Security deposits and deferred rental
       revenue ..........................................            (25,775)             59,209
                                                                 -----------         -----------

       Total adjustments ................................          1,324,563             479,615
                                                                 -----------         -----------

Net cash provided by operating activities ...............        $ 1,021,764         $ 1,060,247
                                                                 ===========         ===========

</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, 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 nine months ended September 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 September 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.  Total  accrued but unpaid asset  management  fees of $292,856 and $86,889
were outstanding at September 30, 1998 and December 31, 1997, respectively.

Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner or its affiliates are as follows:
<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,
                                                              ------------------------
                                                                1998            1997
                                                              --------        --------
<S>                                                           <C>             <C>     
Property management fees .............................        $144,694        $176,145
Charged to general and administrative -
   affiliates:
   Partnership administration ........................         166,082         147,876
   Asset management fee ..............................         205,967         233,194
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              --
                                                              --------        --------
                                                              $776,243        $557,215
                                                              ========        ========
</TABLE>

Payable to  affiliates  at September  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 received on 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.


<PAGE>
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. Interest-only payments are due monthly until July
1, 1999, at which time monthly  principal  and interest  payments of $13,301 are
due. The remaining principal balance is due at maturity.

NOTE 8.
-------

In February  1997,  a fire  occurred  at Riverbay  Plaza  Shopping  Center.  One
tenant's space (less than 3% of the total leasable square footage of the center)
was completely destroyed. In addition,  there was damage to the roof and several
tenant  spaces  incurred  water and smoke  damage.  During 1997,  reimbursements
totaling  $226,747 were  received  from the  insurance  carrier and repairs were
completed.  The Partnership recognized a $149,585 gain on involuntary conversion
which  represents the amount of insurance  reimbursements  received in excess of
the basis of the property damaged.

NOTE 9.
-------

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. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval  was  received  on  October 6,  1998.  A hearing on final  Court
approval is scheduled for December 17, 1998.

Plaintiff's  counsel  intend  to seek an  order  awarding  attorney's  fees  and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  Fees and
expenses shall be allocated amongst the Partnerships on a pro rata basis,  based
upon  tangible  asset value of each such  partnership,  less total  liabilities,
calculated in accordance with the Amended Partnership Agreements for the quarter
most recently ended.


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  nine  months  of 1998 of
$302,799 as  compared  to net income of  $580,632  for the first nine months o,f
1997.  Revenues  decreased to  $2,689,138 in 1998 from  $3,425,475  for the same
period in 1997.  Expenses  were  $2,991,937 in 1998 as compared to $2,844,843 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.








<PAGE>
Net cash  provided by operating  activities  was  $1,021,764  for the first nine
months of 1998. The Partnership  received $1,650,000 in proceeds from a mortgage
note payable secured by Riverbay Plaza, as previously discussed. The Partnership
made  $31,075 in 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.  After
distributions of $4,644,400 to the limited partners during the first nine months
of 1998, cash and cash equivalents  decreased by $954,779,  leaving a balance of
$1,225,250 at September 30, 1998.

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

Revenue:

Total  revenue  decreased by $365,086 and $736,337 for the three and nine months
ended September 30, 1998, respectively, as compared to the same periods in 1997.
The  decrease  was due to  decreases  in  rental  revenue,  gain on  involuntary
conversion and other income, partially offset by an increase in interest income,
as discussed below.

Rental revenue for the three and nine months ended  September 30, 1998 decreased
by $318,157 and $619,057, respectively, in relation to the comparable periods in
1997. Approximately $766,000 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 $32,000 at Towne Center due
to a major tenant  vacating a large space in the second  quarter of 1997.  These
decreases were partially  offset by increases in rental revenue of approximately
$89,000,  $32,000 and $28,000 at Riverbay  Plaza,  Sleepy Hollow and Pine Hills,
respectively,  due to increases in average  occupancy  rates and rental rates in
the first nine months of 1998. Rental revenue remained  relatively  unchanged at
Springwood Plaza.

Interest income increased by $28,176 and $52,305 for the quarter and nine months
ended September 30, 1998,  respectively,  as compared to the same periods in the
prior year.  The  increase was due to a higher  average  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 $149,585 was  recognized in the first nine
months 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
nine months of 1998.

In the third quarter of 1997,  the  Partnership  received  $20,000 for a deposit
forfeited by a prospective buyer of Island Plaza. No such income was received in
the first nine months of 1998.

Expenses:

Total expenses increased by $71,631 for the three months and by $147,094 for the
nine months  ended  September  30, 1998 as compared to the same periods in 1997.
The  increase  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.
<PAGE>

Interest  expense  for the  three  and nine  months  ended  September  30,  1998
decreased by $61,050 and $150,847,  respectively,  in relation to the comparable
periods in 1997. Interest expense decreased by approximately $196,000 due to the
retirement of the  Southpointe  Plaza mortgage note payable in conjunction  with
the sale of the property.  This decrease was partially  offset by an increase in
interest  expense related to the Riverbay Plaza loan, which was acquired in June
1998.

Depreciation and amortization expense increased by $185,504 and $113,696 for the
three and nine months ended September 30, 1998, respectively, in relation to the
same periods in 1997. The increase was mainly due to approximately  $1.6 million
in tenant improvements completed at Riverbay Plaza at the end of 1997.

The sales of Southpointe  Plaza and Island Plaza resulted in decreased  property
taxes,   repairs  and  maintenance  expenses  and  property  management  fees  -
affiliates.  For the three and nine months ended  September  30, 1998,  property
taxes decreased by $57,047 and $110,136,  respectively,  repairs and maintenance
decreased by $33,613 and $66,105,  respectively,  and property management fees -
affiliates  decreased by $18,217 and $31,451,  respectively,  as compared to the
same periods in the prior year.

Other property  operating expenses increased by $14,878 for the three months and
decreased by $45,608 for the nine months ended  September 30, 1998.  The overall
decrease was due to the sales of  Southpointe  Plaza and Island  Plaza  shopping
centers.  This  decrease  was  partially  offset by an  increase in bad debts at
Springwood Plaza in the third quarter of 1998.

General and  administrative  expenses  increased by $62,588 and $220,377 for the
three and nine months ended September 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 nine months of 1998. No such loss was recognized in
the first nine months 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 nine
months of 1997.


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

The  Partnership's  primary source of cash flows is from  operating  activities,
which generated $1,021,764 of cash in the first nine months of 1998,  comparable
to the $1,060,247 generated for the same period in 1997.

The Partnership expended $2,127,656 and $475,327 for capital improvements to its
properties  in the first  nine  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.

<PAGE>
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 nine months of 1997, the Partnership  received $226,747 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 nine
months of 1998.

The  Partnership  made  $31,075 and  $97,317 in  regularly  scheduled  principal
payments on the Southpointe Plaza mortgage note payable in the first nine 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  $4,644,400 and $500,000 to the limited partners in
the first nine months of 1998 and 1997, respectively.

Short-term liquidity:

At  September  30,  1998,  the  Partnership  held cash and cash  equivalents  of
$1,225,250.  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.



<PAGE>
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.

As previously announced, the Partnership has retained PaineWebber,  Incorporated
("PaineWebber")  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  September 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 reviewed 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.
<PAGE>
Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties. Management intends to inventory
all such systems and query  suppliers,  vendors and  manufacturers  to determine
year 2000 compliance.  In circumstances of  non-compliance  management will work
with the vendor to remedy the problem or seek alternative  suppliers who will be
in compliance.  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.  However, no estimates can be made as to the potential
adverse impact  resulting from the failure of third party service  providers and
vendors to be year 2000  compliant.  Management is in the process of identifying
those risks as well as  developing  a  contingency  plan to  mitigate  potential
adverse effects from non-compliance.


                           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.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval  was  received  on  October 6,  1998.  A hearing on final  Court
approval is scheduled for December 17, 1998.

Plaintiff's  counsel  intend  to seek an  order  awarding  attorney's  fees  and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  Fees and
expenses shall be allocated amongst the Partnerships on a pro rata basis,  based
upon  tangible  asset value of each such  partnership,  less total  liabilities,
calculated in accordance with the Amended Partnership Agreements for the quarter
most recently ended.


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 September 30, 1998.

(b)      Reports on Form  8-K.  There were  no  reports on Form 8-K filed during
         the quarter ended September 30, 1998.



<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 16, 1998                 By: /s/  Ron K. Taylor
-----------------                    -------------------------------------------
Date                                  Ron K. Taylor
                                      President and Director of McNeil 
                                       Investors, Inc.
                                      (Principal Financial Officer)




November 16, 1998                 By: /s/  Carol A. Fahs
-----------------                    -------------------------------------------
Date                                  Carol A. Fahs
                                      Vice President of McNeil Investors, Inc.
                                      (Principal Accounting Officer)