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


                                    FORM 10-Q



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


      For the period ended     September 30, 1996
                          ------------------------------------------------------


                                       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 700, LB70, Dallas, Texas, 75240
--------------------------------------------------------------------------------
            (Address of principal executive offices)        (Zip code)


Registrant's telephone number, including area code  (972) 448-5800
                                                  ------------------------------



Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---


<PAGE>
                       MCNEIL REAL ESTATE FUND XXIV, L.P.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         September 30,       December 31,
                                                                            1996                 1995
                                                                       ---------------      --------------
          
ASSETS
------
Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     2,409,114      $    6,781,836
   Buildings and improvements...............................                19,186,599          28,462,935
                                                                        --------------       -------------
                                                                            21,595,713          35,244,771
   Less:  Accumulated depreciation and amortization.........                (8,671,651)        (12,428,415)
                                                                        --------------       -------------
                                                                            12,924,062          22,816,356

Assets held for sale........................................                 9,115,746                   -

Cash and cash equivalents...................................                 1,816,966           2,381,183
Cash segregated for security deposits.......................                    85,742              94,780
Accounts receivable.........................................                   583,552             433,580
Prepaid expenses and other assets, net......................                   162,120             186,490
                                                                        --------------       -------------
                                                                       $    24,688,188      $   25,912,389
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     5,453,523      $    5,538,527
Accounts payable and accrued expenses.......................                   351,837             229,628
Payable to affiliates.......................................                    42,664              59,527
Advances from affiliates....................................                         -             642,581
Security deposits and deferred rental revenue...............                   142,253             102,823
                                                                        --------------       -------------
                                                                             5,990,277           6,573,086
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at September 30,
     1996 and December 31, 1995.............................                18,719,605          19,362,083
   General Partner..........................................                   (21,694)            (22,780)
                                                                        --------------       -------------
                                                                            18,697,911          19,339,303
                                                                        --------------       -------------
                                                                       $    24,688,188      $   25,912,389
                                                                        ==============       =============
</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,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    1,046,447     $    1,021,347    $    3,116,216     $    3,096,514
   Interest......................             23,383             33,500            82,518             88,652
   Gain on involuntary
     conversion..................                  -                  -            24,663                  -
   Property tax refunds..........                  -              9,709            20,434             35,142
                                       -------------      -------------     -------------      -------------
     Total revenue...............          1,069,830          1,064,556         3,243,831          3,220,308
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            104,306            114,681           323,343            323,958
   Depreciation and
     amortization................            307,550            343,764           935,828          1,018,376
   Property taxes................            112,922            124,463           341,190            374,435
   Personnel costs...............             71,413             67,504           209,376            221,565
   Utilities.....................             54,581             53,322           161,281            147,188
   Repairs and maintenance.......            110,042            112,657           306,718            303,870
   Property management
     fees - affiliates...........             55,842             60,126           171,449            177,202
   Other property operating
     expenses....................             56,179             64,508           174,561            184,702
   General and administrative....             47,400            114,289            88,442            179,644
   General and administrative -
     affiliates..................            131,883            159,016           423,019            481,876
                                       -------------      -------------     -------------      -------------
     Total expenses..............          1,052,118          1,214,330         3,135,207          3,412,816
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $       17,712     $     (149,774)   $      108,624     $     (192,508)
                                       =============      =============     =============      =============

Net income (loss) allocable
   to limited partners...........     $       17,535     $     (148,276)   $      107,538     $     (190,583)
Net income (loss) allocable
   to General Partner............                177             (1,498)            1,086             (1,925)
                                       -------------      --------------    -------------      -------------
Net income (loss)................     $       17,712     $     (149,774)   $      108,624     $     (192,508)
                                       =============      =============     =============      =============

Net income (loss) per limited
   partnership unit..............     $          .44     $        (3.71)   $         2.69     $        (4.76)
                                       =============      =============     =============      =============

Distributions per limited
   partnership unit..............     $         9.38     $            -    $        18.75     $            -
                                       =============      =============     =============      =============
</TABLE>

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

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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

              For the Nine Months Ended September 30, 1996 and 1995


<TABLE>
<CAPTION>
                                                                                                  Total
                                                    General                 Limited               Partners'
                                                    Partner                 Partners              Equity
                                                 ---------------         --------------        ---------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1994..............       $       (5,832)         $   21,039,922        $   21,034,090

Net loss..................................               (1,925)               (190,583)             (192,508)
                                                  -------------           -------------         -------------

Balance at September 30, 1995.............       $       (7,757)         $   20,849,339        $   20,841,582
                                                  =============           =============         =============


Balance at December 31, 1995..............       $      (22,780)         $   19,362,083        $   19,339,303

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

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

Balance at September 30, 1996.............       $     (21,694)         $    18,719,605        $   18,697,911
                                                  ============           ==============         =============
</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,
                                                                  -----------------------------------------
                                                                        1996                     1995
                                                                  -----------------        ----------------
Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      3,014,721         $     3,077,873
   Cash paid to suppliers............................                     (974,332)               (945,852)
   Cash paid to affiliates...........................                     (611,332)               (628,715)
   Interest received.................................                       82,518                  88,652
   Interest paid.....................................                     (301,906)               (296,578)
   Property taxes paid...............................                     (182,103)               (161,040)
   Property tax refunds..............................                       20,434                  35,142
                                                                   ---------------          --------------
Net cash provided by operating activities............                    1,048,000               1,169,482
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (209,616)               (284,930)
   Proceeds received from insurance company..........                       75,000                       -
                                                                   ---------------          --------------
Net cash used in investing activities................                     (134,616)               (284,930)
                                                                   ---------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (85,004)                (97,665)
   Distributions paid................................                     (750,016)                      -
   Repayment of advances from affiliates.............                     (642,581)                      -
                                                                   ---------------          --------------
Net cash used in financing activities................                   (1,477,601)                (97,665)
                                                                   ---------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                     (564,217)                786,887

Cash and cash equivalents at beginning of
   period............................................                    2,381,183               1,720,161
                                                                   ---------------          --------------

Cash and cash equivalents at end of period...........             $      1,816,966         $     2,507,048
                                                                   ===============          ==============

</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,
                                                                  -----------------------------------------
                                                                        1996                    1995
                                                                  ----------------        -----------------
<S>                                                               <C>                     <C>              
Net income (loss)....................................             $        108,624        $       (192,508)
                                                                   ---------------         ---------------

Adjustments to reconcile net income (loss) to net 
   cash  provided by operating activities:
   Gain on involuntary conversion....................                      (24,663)                      -
   Depreciation and amortization.....................                      935,828               1,018,376
   Amortization of deferred borrowing costs..........                       23,309                  23,309
   Amortization of deferred gain.....................                            -                 (15,300)
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                        9,038                  (6,091)
     Accounts receivable, net........................                     (149,972)                (60,268)
     Prepaid expenses and other assets, net..........                        1,061                  (6,763)
     Accounts payable and accrued expenses...........                      122,209                 311,953
     Payable to affiliates...........................                      (16,864)                 30,363
     Security deposits and deferred rental
       revenue.......................................                       39,430                  66,411
                                                                   ---------------          --------------

       Total adjustments.............................                      939,376               1,361,990
                                                                   ---------------          --------------

Net cash provided by operating activities............             $      1,048,000         $     1,169,482
                                                                   ===============          ==============
</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, 1996
                                   (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 700, 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, 1996
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.

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,  1995,  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 700, 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.

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







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

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

                                                           Nine Months Ended
                                                              September 30,
                                                         -----------------------
                                                           1996         1995
                                                         ----------   ----------
Property management fees.............................    $  171,449   $  177,202
Charged to general and administrative -
   affiliates:
   Partnership administration........................       179,873      231,537
   Asset management fee..............................       243,146      250,339
                                                           --------    ---------
                                                          $ 594,468   $  659,078
                                                           ========    =========

Payable to  affiliates  at September  30, 1996 and  December 31, 1995  consisted
primarily  of  unpaid  property   management  fees,   Partnership   general  and
administrative  expenses and asset  management fees and are due and payable from
current operations.

NOTE 4.
-------

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

NOTE 5.
-------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since Island Plaza and Southpointe Plaza are currently classified as assets held
for sale, no depreciation  has been or will be taken effective April 1, 1996 and
October 1, 1996, respectively.







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

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

There has been no  significant  change in the  operations  of the  Partnership's
properties since December 31, 1995. The Partnership  reported net income for the
first nine months of 1996 of $108,624 as compared to a net loss of $192,508  for
the first  nine  months  of 1995.  Revenues  were  $3,243,831  in 1996,  up from
$3,220,308  for the same period in 1995.  Expenses  decreased to  $3,135,207  in
1996, from $3,412,816 in 1995.

Net cash  provided by operating  activities  was  $1,048,000  for the first nine
months of 1996,  comparable  to the  $1,169,482  provided  during the first nine
months of 1995. The Partnership  expended $85,004 for principal  payments on its
mortgage  note  payable,   $209,616  for  capital   improvements,   $750,016  in
distributions  to the limited  partners  and repaid  $642,581  of advances  from
affiliates.  The  Partnership  received  $75,000 from the insurance  carrier for
damaged assets.  Cash and cash  equivalents  decreased by $564,217 for the first
nine months of 1996, leaving a balance of $1,816,966 at September 30, 1996.

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

Revenue:

Total  revenue  increased  by $5,274 and  $23,523  for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The  overall  increase  was  primarily  due to  the  recognition  of a  gain  on
involuntary  conversion  in the first  quarter  of 1996 and in  rental  revenue,
partially offset by a decrease in property tax refunds, as discussed below.

Rental  revenue  increased  by $25,100 and $19,702 for the three and nine months
ended September 30, 1996, respectively, in relation to the respective periods in
1995. The increase was mainly due to a increase in occupancy at Springwood Plaza
Shopping  Center from 80% at September  30, 1995 to 88% at  September  30, 1996,
partially offset by a decrease in occupancy at Southpointe Plaza Shopping Center
from 85% at September 30, 1995 to 79% at September 30, 1996.

A gain of involuntary  conversion of $24,663 was recognized in the first quarter
of 1996 relating to wind and hail damage at Pine Hills  Apartments  (see Item 1,
Note 4). No such income was recorded in the first nine months of 1995.

The  Partnership  received  a $20,434  refund  of Towne  Center's  prior  years'
property  taxes in the first quarter of 1996. In the second quarter of 1995, the
Partnership  received  refunds of prior years'  property taxes totaling  $35,142
relating to Riverbay Plaza,  Southpointe  Plaza,  and Springwood  Plaza Shopping
Centers.  These  refunds  were the  result  of  appeals  filed on  behalf of the
properties.







<PAGE>
Expenses:

Total expenses  decreased by $162,212 and $277,609 for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The decrease was  primarily the result of decreases in property  taxes,  general
and  administrative  expenses  and  general  and  administrative  -  affiliates,
partially offset by an increase in utilities, as discussed below.

Property  taxes  decreased  by $11,541 and $33,245 for the three and nine months
ended September 30, 1996, respectively, as compared to the same periods in 1995.
The decrease was primarily  attributable  to a decrease in the assessed  taxable
value of Riverbay Plaza, Southpointe Plaza and Springwood Plaza shopping centers
by taxing  authorities as a result of an appeal filed in 1995 by the Partnership
on behalf of the properties.

Utilities  increased  by $1,259 and $14,093 for the three and nine months  ended
September 30, 1996,  respectively,  as compared to the same periods in 1995. The
increase  was mainly due to an increase of utility  rates and the usage of water
by a tenant at Riverbay Plaza Shopping Center.

General and  administrative  expenses  decreased  by $66,889 and $91,202 for the
three and nine months ended September 30, 1996, respectively, as compared to the
same periods in 1995. The decrease was partially due to legal expenses  incurred
in 1995  involving a tenant's lease at Southpointe  Plaza  Shopping  Center.  In
addition,  the Partnership  incurred costs in the third quarter of 1995 relating
to evaluation and dissemination of information  regarding an unsolicited  tender
offer. The Partnership anticipates incurring such costs in the fourth quarter of
1996 in response to an additional unsolicited tender offer, as discussed in Item
5 - Other Information.

General  and  administrative  expenses -  affiliates  decreased  by $27,133  and
$58,857 for the three and nine months ended September 30, 1996, respectively, as
compared to the same periods in 1995.  The decrease was mainly due to a decrease
in overhead expenses allocated to the Partnership by McREMI.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated  $1,048,000 of cash in the first nine months of 1996 as compared
to $1,169,482 for the same period in 1995.

The Partnership  expended $209,616 and $284,930 for additions to its real estate
investments in the first nine months of 1996 and 1995,  respectively.  A greater
amount was spent in 1995 at Pine Hills  Apartments for roof  replacement  and at
Riverbay Plaza Shopping Center for roof replacement and exterior painting.

The Partnership received $75,000 from the insurance carrier in 1996 for wind and
hail damage at Pine Hills Apartments (see Item 1, Note 4).

The Partnership made principal  payments on the Southpointe  Plaza mortgage note
payable  of  $85,004  and  $97,665  in the first  nine  months of 1996 and 1995,
respectively.  Under the terms of the mortgage note agreement, the total payment
on the loan was  adjusted by the lender in 1995,  resulting in a decrease in the
amount of principal payments made on the loan in 1996.

The  Partnership  distributed  $750,016  to the  limited  partners  in 1996.  No
distributions were paid to the limited partners in 1995.

<PAGE>
The Partnership repaid advances to the General Partner of $642,581 in the second
quarter of 1996. No such repayments were made in 1995.

Short-term liquidity:

At  September  30,  1996,  the  Partnership  held cash and cash  equivalents  of
$1,816,966.  This balance provides a reasonable level of working capital for the
Partnership's immediate needs in operating its properties.

For the  remainder  of 1996,  Partnership  properties  are  expected  to provide
positive  cash flow from  operations  after  payment of debt service and capital
improvements.  The  Partnership  has  budgeted  $431,000 for  necessary  capital
improvements  for all  properties  in 1996 which is  expected  to be funded from
available cash reserves or from operations of the  properties.  The present cash
balance is believed to provide an adequate reserve for property operations.

The General  Partner has  established a revolving  credit facility not to exceed
$5,000,000 in the aggregate  which is available on a "first-come,  first-served"
basis to the Partnership and other affiliated partnerships if certain conditions
are met. Borrowings under the facility may be used to fund deferred maintenance,
refinancing  obligations and working  capital needs.  There is no assurance that
the Partnership will receive any funds under the facility because no amounts are
reserved for any particular  partnership.  As of September 30, 1996,  $4,082,159
remained available for borrowing under the facility;  however,  additional funds
could become available as other  partnerships  repay existing  borrowings.  This
commitment will terminate on March 30, 1997.

Long-term liquidity:

Only one  property,  Southpointe  Plaza  Shopping  Center,  is  encumbered  with
mortgage debt. The Partnership  will attempt to obtain  refinancing or extension
of the mortgage note when it matures in 1997.

While the present outlook for the Partnership's  liquidity is favorable,  market
conditions may change and property  operations can  deteriorate.  In that event,
the Partnership  would require other sources of working  capital.  No such other
sources have been  identified and the  Partnership  has no established  lines of
credit.  Other possible actions to resolve working capital  deficiencies include
refinancing or  renegotiating  terms of existing loans,  deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the  competitiveness  or marketability  of the properties,  or arranging
working capital support from affiliates.  No affiliate support has been required
in the past,  and there is no assurance  that  support  would be provided in the
future, since neither the General Partner nor any affiliates have any obligation
in this regard.

The  Partnership  has  determined  to begin an  orderly  liquidation  of all the
Partnership's assets. Although there can be no assurance as to the timing of any
liquidation,   it  is  anticipated  that  such   liquidation   would  result  in
distributions  to the limited partners of the cash proceeds from the sale of the
Partnership's properties, subject to cash reserve requirements, as they are sold
with  the  last  property   disposition  before  December  1998  followed  by  a
dissolution  of the  Partnership.  In this regard,  the  Partnership  has placed
Island Plaza and Southpointe Plaza on the market for sale.





<PAGE>
                           PART II. OTHER INFORMATION

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

McNeil  Pacific  Investors  Fund 1972,  Ltd.,  McNeil  Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd.,  McNeil Real Estate Fund XX, L.P. McNeil Real Estate Fund XXIV,  L.P.,
and  McNeil  Real  Estate  Fund XXV,  L.P.  v. High River  Limited  Partnership,
Riverdale   Investors  Corp.,  Inc.,  Carl  C.  Icahn,  and  Unicorn  Associates
Corporation  -  United  States  District  Court  for  the  Central  District  of
California, Case No. 96-5680SVW.

On August 12, 1996, High River Limited Partnership ("High River"), a partnership
controlled by Carl C. Icahn, sent a letter to the partnerships  referenced above
demanding  lists of the names,  current  residences  or business  addresses  and
certain other information  concerning the unitholders of such  partnerships.  On
August 19, 1996, these  partnerships  commenced the above action seeking,  among
other things, to declare that such partnerships are not required to provide High
River with a current  list of  unitholders  on the grounds  that the  defendants
commenced  a tender  offer in  violation  of federal  securities  laws by filing
certain Schedule 13D Amendments on August 5, 1996.

On October 17, 1996, the presiding judge denied the partnerships' requests for a
permanent and  preliminary  injunction to enjoin High River's  tender offers and
granted the defendants'  request for an order directing the partnerships to turn
over current lists of unitholders to High River forthwith.  On October 24, 1996,
the partnerships delivered the unitholder lists to High River.

ITEM 5.     OTHER INFORMATION
-------     -----------------

On September 20, 1996, High River announced that it had commenced a tender offer
for any and all units of the Partnership at $268.13 per unit (the original offer
price of $277.50 was reduced by the August 1996  distributions to unitholders of
$9.37 per unit).  The tender was  originally  due to expire  October  18,  1996,
however, this offer has been extended until November 22, 1996.




<PAGE>


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

(a)      Exhibits.

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

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

         11.                        Statement   regarding   computation  of  Net
                                    Income (Loss) per Limited  Partnership Unit:
                                    Net income  (loss) per  limited  partnership
                                    unit is  computed  by  dividing  net  income
                                    allocated  to the  limited  partners  by the
                                    number   of   limited    partnership   units
                                    outstanding.  Per unit  information has been
                                    computed based on 40,000 limited partnership
                                    units outstanding in 1996 and 1995.

         27.                        Financial  Data  Schedule  for  the  quarter
                                    ended September 30, 1996.

(b)      Reports on Form 8-K.  There were no reports on Form  8-K  filed  during
         the quarter ended September 30, 1996.


<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 14, 1996                      By:  /s/  Donald K. Reed
-----------------                         --------------------------------------
Date                                      Donald K. Reed
                                          President and Chief Executive Officer



November 14, 1996                      By:  /s/  Ron K. Taylor
-----------------                         --------------------------------------
Date                                      Ron K. Taylor
                                          Acting Chief Financial Officer of
                                            McNeil Investors, Inc.



November 14, 1996                      By:  /s/  Carol A. Fahs
-----------------                         --------------------------------------
Date                                      Carol A. Fahs
                                          Chief Accounting Officer of McNeil 
                                            Real Estate Management, Inc.