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


                                    FORM 10-Q/A



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


      For the quarterly period ended            March 31, 1999
                                     -------------------------------------------


                                       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>
                                                                      March 31,          December 31,
                                                                        1999                 1998
                                                                    -------------        -------------
ASSETS
------

Real estate investments:
<S>                                                                 <C>                  <C>         
   Land ....................................................        $  1,624,347         $  1,624,347
   Buildings and improvements ..............................          18,574,282           18,569,845
                                                                    ------------         ------------
                                                                      20,198,629           20,194,192
   Less:  Accumulated depreciation and amortization.........          (9,323,168)          (9,058,971)
                                                                    ------------         ------------
                                                                      10,875,461           11,135,221

Assets held for sale .......................................           2,737,114            2,737,114

Cash and cash equivalents ..................................             824,666            1,103,846
Cash segregated for security deposits ......................              62,372               62,227
Accounts receivable, net of allowance for doubtful
   accounts of $38,811 at March 31, 1999 and
   December 31, 1998 .......................................             353,539              306,898
Prepaid expenses and other assets, net .....................             155,627              159,085
                                                                    ------------         ------------
                                                                    $ 15,008,779         $ 15,504,391
                                                                    ============         ============

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

Mortgage note payable ......................................        $  1,650,000         $  1,650,000
Accounts payable and accrued expenses ......................             143,087              193,779
Payable to affiliates ......................................             615,541              793,128
Security deposits and deferred rental revenue ..............              74,667               73,623
                                                                    ------------         ------------
                                                                       2,483,295            2,710,530
                                                                    ------------         ------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at March 31,
     1999 and December 31, 1998 ............................          12,554,958           12,823,151
   General Partner .........................................             (29,474)             (29,290)
                                                                    ------------         ------------
                                                                      12,525,484           12,793,861
                                                                    ------------         ------------
                                                                    $ 15,008,779         $ 15,504,391
                                                                    ============         ============
</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,
                                                            -------------------------------
                                                                1999                1998
                                                            -----------         -----------
Revenue:
<S>                                                         <C>                 <C>        
   Rental revenue ..................................        $   805,970         $ 1,099,396
   Interest ........................................             10,657              28,558
                                                            -----------         -----------
     Total revenue .................................            816,627           1,127,954
                                                            -----------         -----------

Expenses:
   Interest ........................................             31,435              98,357
   Depreciation and amortization ...................            264,197             198,714
   Property taxes ..................................             73,251              99,244
   Personnel costs .................................             75,635              76,359
   Utilities .......................................             57,251              69,500
   Repairs and maintenance .........................             70,091              85,806
   Property management fees - affiliates ...........             40,798              59,726
   Other property operating expenses ...............             42,499              64,701
   General and administrative ......................             60,637              85,551
   General and administrative - affiliates .........            119,210             136,262
   Loss on disposition of real estate ..............                 --             118,750
   Write-down for impairment of real estate.........                 --             126,080
                                                            -----------         -----------

     Total expenses ................................            835,004           1,219,050
                                                            -----------         -----------

Net loss ...........................................        $   (18,377)        $   (91,096)
                                                            ===========         ===========

Net loss allocable to limited partners .............        $   (18,193)        $   (90,185)
Net loss allocable to General Partner ..............               (184)               (911)
                                                            -----------         -----------
Net loss ...........................................        $   (18,377)        $   (91,096)
                                                            ===========         ===========


Net loss per limited partnership unit ..............        $      (.45)        $     (2.25)
                                                            ===========         ===========


Distributions per limited partnership unit .........        $      6.25         $     37.50
                                                            ===========         ===========
</TABLE>


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                       McNEIL REAL ESTATE FUND XXIV, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                               Total
                                                     General             Limited             Partners'
                                                     Partner             Partners         Equity (Deficit)
                                                  -------------        -------------      -----------------
<S>                                               <C>                  <C>                  <C>         
Balance at December 31, 1997 .............        $    (24,560)        $ 17,935,844         $ 17,911,284

Net loss .................................                (911)             (90,185)             (91,096)

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

Balance at March 31, 1998 ................        $    (25,471)        $ 16,345,659         $ 16,320,188
                                                  ============         ============         ============


Balance at December 31, 1998 .............        $    (29,290)        $ 12,823,151         $ 12,793,861

Net loss .................................                (184)             (18,193)             (18,377)

Distributions to limited partners ........                  --             (250,000)            (250,000)
                                                  ------------         ------------         ------------

Balance at March 31, 1999 ................        $    (29,474)        $ 12,554,958         $ 12,525,484
                                                  ============         ============         ============

</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,
                                                            --------------------------------
                                                                1999                1998
                                                            ------------        ------------

Cash flows from operating activities:
<S>                                                         <C>                 <C>        
   Cash received from tenants ......................        $   751,269         $ 1,115,659
   Cash paid to suppliers ..........................           (329,784)           (385,691)
   Cash paid to affiliates .........................           (337,595)            (65,365)
   Interest received ...............................             10,657              28,558
   Interest paid ...................................            (28,728)            (97,349)
   Property taxes paid .............................            (90,562)           (107,659)
                                                            -----------         -----------
Net cash provided by (used in) operating
   activities ......................................            (24,743)            488,153
                                                            -----------         -----------

Cash flows from investing activities:
   Additions to real estate investments and
     assets held for sale ..........................             (4,437)            (40,508)
                                                            -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable .......................................                 --             (31,076)
   Distributions to limited partners ...............           (250,000)         (1,500,000)
                                                            -----------         -----------
Net cash used in financing activities ..............           (250,000)         (1,531,076)
                                                            -----------         -----------

Net decrease in cash and cash equivalents ..........           (279,180)         (1,083,431)

Cash and cash equivalents at beginning of
   period ..........................................          1,103,846           2,180,029
                                                            -----------         -----------

Cash and cash equivalents at end of period .........        $   824,666         $ 1,096,598
                                                            ===========         ===========
</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 Loss to Net Cash Provided by
                         (Used in) Operating Activities

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                         March 31,
                                                                ----------------------------
                                                                   1999             1998
                                                                ----------        ----------
<S>                                                             <C>               <C>       
Net loss ...............................................        $ (18,377)        $ (91,096)
                                                                ---------         ---------

Adjustments to reconcile net loss to net cash
   provided by (used in)  operating activities:
   Depreciation and amortization .......................          264,197           198,714
   Loss on disposition of real estate ..................               --           116,347
   Write-down for impairment of real estate ............               --           126,080
   Amortization of deferred borrowing costs ............            3,533                --
   Changes in assets and liabilities:
     Cash segregated for security deposits .............             (145)              570
     Accounts receivable, net ..........................          (46,641)           45,865
     Prepaid expenses and other assets, net ............              (75)            5,259
     Accounts payable and accrued expenses .............          (50,692)          (18,508)
     Payable to affiliates .............................         (177,587)          130,623
     Security deposits and deferred rental
       revenue .........................................            1,044           (25,701)
                                                                ---------         ---------

       Total adjustments ...............................           (6,366)          579,249
                                                                ---------         ---------

Net cash provided by (used in) operating activities ....        $ (24,743)        $ 488,153
                                                                =========         =========
</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, 1999
                                   (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, 1999 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1999.

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,  1998,  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.
-------

Certain  reclassification have been made to prior period amounts to conform with
the current period presentation.

NOTE 4.

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






<PAGE>
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 were paid by
the  Partnership  in the first  quarter of 1999 and were  included in payable to
affiliates on the Balance Sheet at December 31, 1998.

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 to .75% in 2000,
 .50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees
of $383,816 and  $325,851  were  outstanding  at March 31, 1999 and December 31,
1998, respectively.

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,
                                                         ----------------------
                                                           1999         1998
                                                         ---------    ---------

Property management fees.............................    $  40,798    $  59,726
Charged to general and administrative -
   affiliates:
   Partnership administration........................       42,959       56,816
   Asset management fee..............................       76,251       79,446
Charged to loss on disposition of real estate:
   Disposition fee...................................           --      204,000
                                                          --------     --------
                                                         $ 160,008    $ 399,988
                                                          ========     ========

Payable  to  affiliates  at March  31,  1999 and  December  31,  1998  consisted
primarily  of unpaid  property  management  fees,  disposition  fee (1998 only),
Partnership general and administrative expenses and asset management fees and is
due and payable from current operations.


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

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

<TABLE>
<CAPTION>
                                                                     Loss         Sales Proceeds
                                                                    on Sale         Receivable
                                                                  ------------    --------------
<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)
Accrued interest paid................................                                  (32,338)
                                                                                    ----------

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

As  discussed in Note 4, 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 was not paid until the
first  quarter  of 1999,  it did not  reduce  the  amount  of net cash  proceeds
received from the sale in the first quarter of 1998.  The net cash proceeds from
the sale of Southpointe  Plaza are $1,115,730  after payment of the  disposition
fee.

NOTE 6.
-------

On April 1, 1998,  the  Partnership  sold  Island  Plaza  Shopping  Center to an
unaffiliated  buyer  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 to record the property at its sales price less estimated costs to sell.



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

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

On March 31, 1998,  the  Partnership  sold  Southpointe  Plaza for a gross sales
price of $6.8 million.  The Partnership  recognized a $116,347 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  three  months  of 1999 of
$18,377 as compared to a net loss of $91,096 for the first three months of 1998.
Revenues  decreased to $816,627 in the first quarter of 1999 from $1,127,954 for
the same period in 1998.  Expenses were $835,004 in the first quarter of 1999 as
compared to $1,219,050 in the first quarter of 1998.

Net cash used in operating  activities was $24,743 for the first three months of
1999.  The  Partnership  expended  $4,437  for  additions  to  its  real  estate
investments.  After distributions of $250,000 to the limited partners during the
first three  months of 1999,  cash and cash  equivalents  decreased by $279,180,
leaving a balance of $824,666 at March 31, 1999.

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

Revenue:

Total revenue decreased by $311,327 for the three months ended March 31, 1999 as
compared  to the same  period in 1998,  mainly  due to the sales of  Southpointe
Plaza and Island Plaza  shopping  centers in 1998.  Excluding  total  revenue of
Southpointe  Plaza and Island Plaza,  total revenue  increased by $76,720.  This
increase  was due to an  increase  in  rental  revenue,  partially  offset  by a
decrease in interest income, as discussed below.

Rental  revenue  for the first  three  months of 1999  decreased  by $293,426 as
compared  to the  first  three  months  of 1998.  Excluding  rental  revenue  of
Southpointe Plaza and Island Plaza, rental revenue increased by $94,530 in 1999.
The  largest  increases  occurred at Riverbay  Plaza and Towne  Center  shopping
centers where rental  revenue  increased by  approximately  $72,000 and $32,000,
respectively. The increase in rental revenue at Riverbay Plaza was mainly due to
increased  rent charged to an anchor  tenant after its space was  expanded.  The
increase at Towne Center was mainly due to an increase in occupancy  from 55% at
March 31, 1998 to 87% at March 31, 1999.

Interest  income  decreased  by $17,901 for the quarter  ended March 31, 1999 as
compared to the same period in the prior year.  The  decrease was due to a lower
average amount of cash and cash equivalents  available for short-term investment
in 1999.  The  Partnership  held  approximately  $2.18  million of cash and cash
equivalents  at the beginning of 1998,  which  decreased to  approximately  $0.8
million at March 31, 1999.





<PAGE>
Expenses:

Total  expenses  decreased by $384,046 for the three months ended March 31, 1999
as compared to the same period in 1998.  Excluding total expenses of Southpointe
Plaza and Island Plaza,  which were sold in 1998,  total  expenses  increased by
$92,263, as discussed below.

Interest  expense in the first quarter of 1999  decreased by $66,922 as compared
to the first quarter of 1998.  1998 interest  expense relates to the Southpointe
Plaza  mortgage note  payable,  which was repaid on April 1, 1998 as a result of
the sale of the property.  In June 1998, the Partnership  received $1,650,000 in
proceeds from a mortgage note payable secured by Riverbay Plaza Shopping Center.
The Partnership recorded $31,435 of interest expense related to this loan in the
first quarter of 1999.

Depreciation and amortization  expense increased by $65,483 for the three months
ended March 31, 1999 in relation to the same period in 1998.  The  increase  was
mainly  due to the  amortization  of tenant  improvements  at Towne  Center  and
Riverbay Plaza shopping centers.

Property  taxes and  utilities  for the first three months of 1999  decreased by
$25,993  and  $12,249,  respectively,  as  compared  to the same period in 1998,
mainly due to the sales of Southpointe Plaza and Island Plaza in 1998.

Repairs and  maintenance  expenses  decreased by $15,715 in the first quarter of
1999 as compared to the first quarter of 1998. Excluding repairs and maintenance
expenses at Southpointe Plaza and Island Plaza, repairs and maintenance expenses
increased by $16,323.  The  increase  was mainly due to  increased  snow removal
costs incurred at Springwood  Plaza due to greater snowfall in the first quarter
of 1999 in Missouri, where the property is located.

For the  first  three  months of 1999,  property  management  fees -  affiliates
decreased by $18,928 as compared to the same period in 1998.  Excluding property
management fees for Southpointe Plaza and Island Plaza, property management fees
- affiliates increased by $6,788 due to an increase in gross rental receipts, on
which the fees are based. (See discussion of increase in rental revenue above).

Other  property  operating  expenses  decreased  by $22,202 for the three months
ended March 31, 1999 in relation  to the  comparable  period in 1998.  Excluding
other property  operating  expenses at Southpointe Plaza and Island Plaza, other
property operating expenses increased by $4,200. This increase was mainly due to
an  increase in bad debt  expense at  Springwood  Plaza in the first  quarter of
1999.

General and  administrative  expenses  decreased by $24,914 for the three months
ended  March  31,  1999 as  compared  to the same  period  in 1998.  There was a
decrease in costs incurred in 1999 to explore alternatives to maximize the value
of the Partnership (see Liquidity and Capital Resources).

For the three  months  ended  March  31,  1999,  general  and  administrative  -
affiliates  decreased by $17,052 as compared to the same period in 1998,  mainly
due to a decrease in overhead  expenses  allocated to the Partnership by McREMI.
The amount of expenses allocated by McREMI is partly a function of the number of
properties the  Partnership  owns,  which  decreased in 1999 due to the sales of
Southpointe Plaza and Island Plaza in 1998.




<PAGE>
The  Partnership  recognized a $118,750  loss on the sale of  Southpointe  Plaza
Shopping  Center in the first three months of 1998. No such loss was  recognized
in the first three months of 1999.

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 three
months of 1999.

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

The  Partnership's  primary source of cash flows is from  operating  activities,
which used  $24,743 of cash in the first three months of 1999 as compared to the
$488,153 generated for the same period in 1998.

Cash flows from  operating  activities  decreased by $512,896 in the first three
months  of 1999 as  compared  to the  first  three  months  of  1998.  Excluding
Southpointe  Plaza and  Island  Plaza,  cash  flows  from  operating  activities
decreased by $218,847.  This decrease in cash  provided by operating  activities
was  mainly due to the  payment  to the  General  Partner  of  disposition  fees
totaling  $259,500 in the first  quarter of 1999 (see Note 3 for  discussion  of
disposition  fees  incurred  as a result of the sales of  Southpointe  Plaza and
Island Plaza in 1998). This decrease was partially offset by an increase in cash
received from tenants, mainly due to an increase in rental revenue, as discussed
above.

The  Partnership  expended  $4,437 and $40,508 for capital  improvements  to its
properties in the first three months of 1999 and 1998,  respectively.  A greater
amount was spent in the first  quarter of 1998 for paving of the  parking lot at
Riverbay Plaza Shopping Center.

The Partnership made $31,076 in regularly  scheduled  principal  payments on the
Southpointe  Plaza  mortgage note payable in the first three months of 1998. The
property  was sold and the loan was repaid 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. However,  interest only was paid on this loan
for the first three months of 1999.

The Partnership  distributed  $250,000 and $1,500,000 to the limited partners in
the first three months of 1999 and 1998, respectively.

Short-term liquidity:

At March 31, 1999, the Partnership  held cash and cash  equivalents of $824,666.
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 1999.  The  Partnership  has budgeted  approximately  $382,000 for
necessary  capital  improvements  for all  properties  in  1999.  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.




<PAGE>
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.
The $204,000  disposition fee accrued in 1998 was paid to the General Partner in
the first quarter of 1999.

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.  The $55,500  disposition fee accrued in 1998 was paid to
the General Partner in the first quarter of 1999.

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
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. During
the last full week of March,  the Partnership  entered into a 45 day exclusivity
agreement  with a  well-financed  bidder with whom it had commenced  discussions
with respect to a sale  transaction.  The  Partnership  and such party have made
significant  progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing  negotiations,  the exclusivity  agreement has been extended
for an  additional  21 days until June 4, 1999.  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  regarding  whether any such  agreement  will be reached nor the terms
thereof.






<PAGE>
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 March 31,  1999.  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.

YEAR 2000 DISCLOSURE
--------------------

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.

Management has assessed its  information  technology  ("IT")  infrastructure  to
identify  any systems  that could be affected by the year 2000  problem.  The IT
used by the  Partnership  for  financial  reporting and  significant  accounting
functions was made year 2000 compliant  during recent systems  conversions.  The
software  utilized for these  functions  is licensed by third party  vendors who
have warranted that their systems are year 2000 compliant.

Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties.  Management has inventoried all
such systems and queried suppliers,  vendors and manufacturers to determine year
2000  compliance.  Based on this review,  management  believes these systems are
substantially compliant. 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.

Cost
----

The cost of IT and  embedded  technology  systems  testing  and  upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded  over the last three years,  all such systems were  compliant,  or made
compliant at no additional cost by third party vendors.  Management  anticipates
the costs of assessing,  testing, and if necessary replacing embedded technology
components will be less than $50,000.  Such costs will be funded from operations
of the Partnership.







<PAGE>
Risks
-----

Ultimately,  the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is  addressed  by  government  agencies  and  entities  that
provide services or supplies to the  Partnership.  Management has not determined
the most likely worst case scenario to the  Partnership.  As management  studies
the findings of its property  systems  assessment and testing,  management  will
develop  a better  understanding  of what  would  be the  worst  case  scenario.
Management  believes  that  progress  on all  areas is  proceeding  and that the
Partnership  will  experience  no  adverse  effect  as a result of the year 2000
issue. However, there is no assurance that this will be the case.

Contingency plans
-----------------

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance.  Management  will assess these risks and develop  plans to mitigate
possible failures by July 1999.


<PAGE>
                           PART II. OTHER INFORMATION

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

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIII,  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., Hearth Hollow  Associates,  McNeil Midwest  Properties I, L.P. and
Regency North Associates,  L.P., - 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  limited  partnerships  that  were  named  as  nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case 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 for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.


<PAGE>
Because McNeil Real Estate Fund XXIII,  L.P., Hearth Hollow  Associates,  McNeil
Midwest  Properties I, L.P. and Regency North Associates,  L.P. would be part of
the  transaction  contemplated  in the settlement  and Plaintiffs  claim that an
effort should be made to sell the McNeil Partnerships,  Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII,  L.P.,  Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.

Plaintiff's  counsel  intends  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.


<PAGE>

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

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------

         4.                         Amended and  Restated  Limited   Partnership
                                    Agreement     dated    March    30,    1992.
                                    (Incorporated  by  reference  to the Current
                                    Report of the  registrant  on Form 8-K dated
                                    March 30, 1992, as filed on April 10, 1992).

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

         11.                        Statement regarding  computation of Net Loss
                                    per Limited  Partnership  Unit: Net loss per
                                    limited  partnership  unit  is  computed  by
                                    dividing  net loss  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 1999 and 1998.

         27.                        Financial  Data  Schedule  for   the quarter
                                    ended March 31, 1999.

(b)      Reports on Form 8-K.  There were no reports on Form  8-K  filed  during
         the quarter ended  March 31, 1999.
<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 18, 1999                    By: /s/  Ron K. Taylor
--------------                     ---------------------------------------------
Date                                Ron K. Taylor
                                    President and Director of McNeil
                                     Investors, Inc.
                                    (Principal Financial Officer)




May 18, 1999                    By: /s/  Carol A. Fahs
--------------                     ---------------------------------------------
Date                                Carol A. Fahs
                                    Vice President of McNeil Investors, Inc.
                                    (Principal Accounting Officer)