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       June 30, 1997
                            ----------------------------------------------------


                                       OR

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

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



                       MCNEIL REAL ESTATE FUND XXIV, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                                74-2339537
--------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)



             13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
--------------------------------------------------------------------------------
          (Address of principal executive offices)          (Zip code)



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



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

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

                          PART I. FINANCIAL INFORMATION

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

Real estate investments:
<S>                                                                    <C>                <C>             
   Land.....................................................           $     2,409,114    $      2,409,114
   Buildings and improvements...............................                19,595,666          19,449,373
                                                                        --------------       -------------
                                                                            22,004,780          21,858,487
   Less:  Accumulated depreciation and amortization.........                (9,287,396)         (8,887,172)
                                                                        --------------       -------------
                                                                            12,717,384          12,971,315

Assets held for sale........................................                 8,432,908           8,408,672

Cash and cash equivalents...................................                 1,965,677           1,615,604
Cash segregated for security deposits.......................                    83,286              82,466
Accounts receivable, net of allowance for doubtful
   accounts of $41,151 at June 30, 1997 and
   December 31, 1996........................................                   728,611             550,752
Prepaid expenses and other assets, net......................                   129,552             142,341
                                                                        --------------       -------------
                                                                       $    24,057,418      $   23,771,150
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     5,356,174      $    5,421,763
Accounts payable and accrued expenses.......................                   224,228             202,045
Payable to affiliates.......................................                    23,442              74,343
Deferred gain...............................................                    29,665                   -
Security deposits and deferred rental revenue...............                   122,851              91,894
                                                                        --------------       -------------
                                                                             5,756,360           5,790,045
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at March 31,
     1997 and December 31, 1996.............................                18,326,720          18,009,967
   General Partner..........................................                   (25,662)            (28,862)
                                                                        --------------       -------------
                                                                            18,301,058          17,981,105
                                                                        --------------       -------------
                                                                       $    24,057,418      $   23,771,150
                                                                        ==============       =============  
</TABLE>

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

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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended                     Six Months Ended
                                                  June 30,                             June 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>              <C>                 <C>               <C>            
   Rental revenue................     $    1,051,996   $      1,044,933    $    2,109,737    $     2,069,769
   Interest......................             23,320             27,375            44,300             59,135
   Gain on involuntary
     conversion..................             94,480                  -            94,480             24,663
   Property tax refund...........                  -                  -                 -             20,434
                                       -------------      -------------     -------------      -------------
     Total revenue...............          1,169,796          1,072,308         2,248,517          2,174,001
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................             94,544            110,213           198,468            219,037
   Depreciation and
     amortization................            229,953            295,240           459,906            628,278
   Property taxes................            107,274            106,192           217,446            228,268
   Personnel costs...............             67,322             65,987           154,538            137,963
   Utilities.....................             52,259             51,997           117,152            106,700
   Repairs and maintenance.......            104,413            105,757           206,866            196,676
   Property management
     fees - affiliates...........             56,410             61,267           115,959            115,607
   Other property operating
     expenses....................             94,696             59,083           161,148            118,382
   General and administrative....             15,623             17,587            45,189             41,042
   General and administrative -
     affiliates..................            129,756            143,779           251,892            291,136
                                       -------------      -------------     -------------      -------------
     Total expenses..............            952,250          1,017,102         1,928,564          2,083,089
                                       -------------      -------------     -------------      -------------

Net income.......................     $      217,546     $       55,206    $      319,953      $      90,912
                                       =============      =============     =============       ============

Net income allocable to
   limited partners..............     $      215,370     $       54,654    $      316,753      $      90,003
Net income allocable to
   General Partner...............              2,176                552             3,200                909
                                       -------------      -------------     -------------      -------------
Net income.......................     $      217,546     $       55,206    $      319,953      $      90,912
                                       =============      =============     =============       ============

Net income per limited
   partnership unit..............     $         5.39     $         1.37    $         7.92      $        2.25
                                       =============      =============     =============       ============

</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 Six Months Ended June 30, 1997 and 1996

<TABLE>
<CAPTION>

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

Net income................................                  909                  90,003                90,912

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

Balance at June 30, 1996..................       $      (21,871)         $   19,077,078        $   19,055,207
                                                  =============           =============         =============



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

Net income................................                3,200                 316,753               319,953
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................       $      (25,662)         $   18,326,720        $   18,301,058
                                                  =============           =============         =============
</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>
                                                                              Six Months Ended
                                                                                   June 30,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------

Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      1,990,376         $     2,034,780
   Cash paid to suppliers............................                     (691,240)               (637,055)
   Cash paid to affiliates...........................                     (418,752)               (423,198)
   Interest received.................................                       44,300                  59,135
   Interest paid.....................................                     (191,161)               (205,085)
   Property taxes paid...............................                     (166,253)               (179,540)
   Property tax refunds..............................                            -                  20,434
                                                                   ---------------          --------------
Net cash provided by operating activities............                      567,270                 669,471
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (296,654)               (159,113)
   Proceeds received from insurance company..........                      145,046                  75,000
                                                                   ---------------          --------------
Net cash used in investing activities................                     (151,608)                (84,113)
                                                                   ---------------          ---------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (65,589)                (53,716)
   Distributions paid................................                            -                (375,008)
   Repayment of advances from affiliates.............                            -                (642,581)
                                                                   ---------------          ---------------
Net cash used in financing activities................                      (65,589)             (1,071,305)
                                                                   ---------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                      350,073                (485,947)

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

Cash and cash equivalents at end of period...........             $      1,965,677         $     1,895,236
                                                                   ===============          ==============
</TABLE>



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

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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities
<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                                  June 30,
                                                                  ----------------------------------------
                                                                        1997                     1996
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $        319,953         $        90,912
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating  activities:
   Gain on involuntary conversion....................                      (94,480)                (24,663)
   Depreciation and amortization.....................                      459,906                 628,278
   Amortization of deferred borrowing costs..........                        7,770                  15,539
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                         (820)                  8,210
     Accounts receivable, net........................                     (132,317)                (70,364)
     Prepaid expenses and other assets, net..........                        5,019                  (5,346)
     Accounts payable and accrued expenses...........                       22,183                  15,843
     Payable to affiliates...........................                      (50,901)                (16,455)
     Security deposits and deferred rental
       revenue.......................................                       30,957                  27,517
                                                                   ---------------          --------------

       Total adjustments.............................                      247,317                 578,559
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        567,270         $       669,471
                                                                   ===============          ==============
</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
                                  June 30, 1997
                                   (Unaudited)


NOTE 1.
-------

McNeil  Real Estate  Fund XXIV,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Equity Partners, Ltd., was organized on October 19, 1984, as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  commercial and residential  properties.  The general
partner of the Partnership is McNeil Partners,  L.P. (the "General Partner"),  a
Delaware limited partnership,  an affiliate of Robert A. McNeil ("McNeil").  The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of  operations  for the six months ended June 30, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

NOTE 2.
-------

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

NOTE 3.
-------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its residential  properties and 6% of gross rental receipts for its
commercial  properties to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential  properties.  McREMI may also choose to provide leasing services
for the Partnership's  commercial properties,  in which case McREMI will receive
property  management  fees from such  commercial  properties  equal to 3% of the
property's  gross  rental  receipts  plus  leasing   commissions  based  on  the
prevailing market rate for such services where the property is located.

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







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

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

                                                       Six Months Ended
                                                            June 30,
                                                    ------------------------
                                                       1997         1996
                                                    ----------    ----------

Property management fees......................      $  115,959    $  115,607
Charged to general and administrative -
   affiliates:
   Partnership administration.................          97,257       128,620
   Asset management fee.......................         154,635       162,516
                                                     ---------     ---------
                                                    $  367,851    $  406,743
                                                     =========     =========

Payable to affiliates at June 30, 1997 and December 31, 1996 consisted primarily
of unpaid  property  management  fees,  Partnership  general and  administrative
expenses  and  asset  management  fees  and  are due and  payable  from  current
operations.

NOTE 4.
-------

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



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

In February  1997,  a fire  occurred  at Riverbay  Plaza  Shopping  Center.  One
tenant's space was completely destroyed and several tenant spaces incurred water
and smoke  damage.  In  addition,  there was damage to the roof and  ventilation
system.  Repairs of damages totaling  approximately  $201,000 were completed and
reimbursements totaling $145,046 were received from the insurance carrier in the
second quarter of 1997. The remaining  costs,  less a $10,000  deductible,  have
been submitted to the property's  insurance  carrier for  reimbursement  and are
included  in accounts  receivable  on the Balance  Sheet at June 30,  1997.  The
Partnership  recognized a gain on involuntary conversion of $94,480 and recorded
a  deferred  gain of  $29,665  in the  first  half of 1997.  The  total  gain on
involuntary  conversion of $124,145 represents the insurance claims in excess of
the basis of the property  damaged by the fire. The deferred gain on involuntary
conversion will be recognized as the remaining  insurance  claim  reimbursements
are received.

NOTE 6.
-------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since  Island  Plaza and  Southpointe  Plaza being were placed on the market for
sale, no  depreciation  was taken  effective  April 1, 1996 and October 1, 1996,
respectively.  In addition,  Springwood  Plaza was placed on the market for sale
and no depreciation will be taken effective August 1, 1997.


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

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

There has been no  significant  change in the  operations  of the  Partnership's
properties since December 31, 1996. The Partnership  reported net income for the
first six months of 1997 of  $319,953  as  compared to $90,912 for the first six
months of 1996.  Revenues were $2,248,517 in 1997, as compared to $2,174,001 for
the  same  period  in 1996.  Expenses  decreased  to  $1,928,564  in 1997,  from
$2,083,089 in 1996.

Net cash provided by operating  activities was $567,270 for the first six months
of 1997. The Partnership  expended $296,654 for capital improvements and $65,589
for principal  payments on its mortgage note payable.  The Partnership  received
$145,046 in insurance reimbursements for a fire that occurred at Riverbay Plaza.
Cash and cash  equivalents  increased  by  $350,073  for the first six months of
1997, leaving a balance of $1,965,677 at June 30, 1997.







<PAGE>
RESULTS OF OPERATIONS
---------------------

Revenue:

Total  revenue  increased  by $97,488 and $74,516 for the quarter and six months
ended June 30, 1997, respectively,  as compared to the same periods in 1996. The
increase was primarily  due to a greater gain on  involuntary  conversion  being
recognized  in 1997 than in 1996.  In addition,  there was an increase in rental
revenue in 1997. These increases were partially offset by a decrease in interest
income and the receipt of a property tax refund in the first quarter of 1996, as
discussed below.

Rental  revenue  increased  by $7,063 and  $39,968  for the three and six months
ended June 30,  1997,  respectively,  in relation to the  respective  periods in
1996.  Rental  revenue  for the first half of 1997  increased  by  approximately
$28,000,  $24,000 and $22,000 at Island Plaza, Towne Center and Springwood Plaza
shopping centers,  respectively.  The increase at Island Plaza was mainly due to
increases  in occupancy  from 81% at June 30, 1996 to 86% at June 30, 1997.  The
increase at Towne  Center was the result of an increase in rental rates in 1997.
An increase in rental rates as well as an increase in average  occupancy  caused
the  increase  in rental  revenue at  Springwood  Plaza.  These  increases  were
partially  offset by an  approximately  $56,000  decrease  in rental  revenue at
Southpointe  Plaza Shopping  Center due to a decrease in rental rates charged to
tenants who were previously paying above market rent.

Interest  income for the three and six months  ended June 30, 1997  decreased by
$4,055 and $14,835,  respectively,  as compared to the same periods in 1996. The
decrease was due to a lower amount of cash available for  short-term  investment
in the first half of 1997. Cash and cash equivalents decreased from $2.4 million
at the  beginning  of 1996 to  $1.9  million  at June  30,  1996.  Cash  further
decreased to $1.6 million at the  beginning of 1997 and was $2.0 million at June
30, 1997. The decrease in available cash was mainly due to distributions paid to
the limited  partners and the repayment of advances from affiliates in the first
half of 1996.

As  discussed  in Item 1, Note 5, the  Partnership  recognized a $94,480 gain on
involuntary  conversion  in the second  quarter of 1997  relating to a fire that
occurred at Riverbay Plaza Shopping Center. A gain on involuntary  conversion of
$24,663 was  recognized  in the first  quarter of 1996 relating to wind and hail
damage at Pine Hills Apartments (see Item 1, Note 4).

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

Expenses:

Total  expenses  decreased  by $64,852 and $154,525 for the three and six months
ended June 30, 1997, respectively,  as compared to the same periods in 1996. The
decrease was primarily the result of a decrease in depreciation and amortization
expense, as discussed below.






<PAGE>
Depreciation  and  amortization  expense for the three and six months ended June
30, 1997  decreased by $65,287 and  $168,372,  respectively,  in relation to the
same periods in 1996. The decrease was due to Island Plaza and Southpointe Plaza
being  classified as assets held for sale by the Partnership  effective April 1,
1996 and  October  1,  1996,  respectively.  In  accordance  with the  Financial
Accounting  Standards  Board's Statement of Financial  Accounting  Standards No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of," the  Partnership  ceased  recording  depreciation  on
these assets at the time they were placed on the market for sale.

Personnel  costs  increased  by $1,335 and  $16,575 for the three and six months
ended June 30, 1997, respectively,  as compared to the same periods in the prior
year. The cost of workers' compensation  insurance was lower in 1996 as a result
of an audit performed in the first quarter of 1996.

Other property operating expenses increased by $35,613 and $42,766 for the three
and six months ended June 30, 1997, respectively,  in relation to the comparable
periods  in the prior  year.  The  increase  was  mainly due to the write off of
uncollectible  charges  relating to a tenant at Springwood Plaza Shopping Center
in the second quarter of 1997.

General and administrative expenses decreased by $1,964 for the three months and
increased  by $4,147 for the six months  ended June 30,  1997 as compared to the
same  periods in 1996.  Costs  incurred for  investor  services  were paid to an
unrelated  third party in 1997. In the first half of 1996,  such costs were paid
to an  affiliate  of the  General  Partner  and were  included  in  general  and
administrative - affiliates on the Statements of Operations.

General and administrative - affiliates decreased by $14,023 and $39,244 for the
three and six months ended June 30, 1997, respectively,  as compared to the same
periods in 1996. The decrease was mainly due to a decrease in overhead  expenses
allocated to the  Partnership  by McREMI,  which was  partially  due to investor
services  being  performed  by an  unrelated  third party in 1997,  as discussed
above.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated $567,270 of cash in the first six months of 1997, as compared to
the  $669,471  generated  for the same period in 1996.  The decrease in 1997 was
mainly due to an  increase  in cash paid to  suppliers  and a  decrease  in cash
received  from  tenants  due to the timing of the  payment of  invoices  and the
receipt  of   reimbursements   from   tenants  for  common   area   maintenance,
respectively.

The Partnership  expended $296,654 and $159,113 for additions to its real estate
investments  in the first six months of 1997 and 1996,  respectively.  A greater
amount was  expended in 1997 to repair fire  damage at Riverbay  Plaza  Shopping
Center.

In 1997, the Partnership received $145,046 from the insurance carrier for a fire
at Riverbay Plaza. The Partnership  received $75,000 from the insurance  carrier
in 1996 for wind and hail damage at Pine Hills Apartments.





<PAGE>
The Partnership made principal  payments on the Southpointe  Plaza mortgage note
payable  of  $65,589  and  $53,716  in the  first  six  months of 1997 and 1996,
respectively.  As the  adjustable  interest rate on the loan declined in 1997, a
larger portion the monthly  payment was used to reduce the principal  balance on
the loan.

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

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

Short-term liquidity:

At June 30, 1997, the Partnership  held cash and cash equivalents of $1,965,677.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.

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

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

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.









<PAGE>
The Partnership  has determined to begin orderly  liquidation of all its assets.
Although  there can be no assurance as to the timing of the  liquidation  due to
real estate  market  conditions,  the general  difficulty  of  disposing of real
estate,  and  other  general  economic  factors,  it is  anticipated  that  such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution  to the limited  partners by  December  1998.  In this
regard,  the  Partnerships  has  placed  Island  Plaza,  Southpointe  Plaza  and
Springwood Plaza on the market for sale effective April 1, 1996, October 1, 1996
and August 1, 1997,  respectively.  The Partnership has received an offer from a
non-affiliate to purchase Island Plaza for $2.1 million.


                           PART II. OTHER INFORMATION

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

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

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

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


<PAGE>

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing the consolidated and amended complaint with leave to amend.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-------  --------------------------------
   
(a)      Exhibits.

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

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

         11.                        Statement  regarding  computation   of   Net
                                    Income per  Limited  Partnership  Unit:  Net
                                    income.  per  limited  partnership  unit  is
                                    computed by dividing net income allocated to
                                    the  limited   partners  by  the  number  of
                                    limited  partnership units outstanding.  Per
                                    unit  information has been computed based on
                                    40,000 limited partnership units outstanding
                                    in 1997 and 1996.

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

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


<PAGE>


                       McNEIL REAL ESTATE FUND XXIV, L.P.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized:



                             McNEIL REAL ESTATE FUND XXIV, L.P.

                             By:  McNeil Partners, L.P., General Partner

                                  By: McNeil Investors, Inc., General Partner





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




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