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


                                    FORM 10-Q



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


      For the quarterly period ended         September 30, 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>
                                                                     September 30,        December 31,
                                                                         1999                 1998
                                                                     -------------        ------------

ASSETS
------

Real estate investments:
<S>                                                                  <C>                  <C>
   Land .....................................................        $  1,624,347         $  1,624,347
   Buildings and improvements ...............................          18,743,104           18,569,845
                                                                     ------------         ------------
                                                                       20,367,451           20,194,192
   Less:  Accumulated depreciation and amortization .........          (9,861,353)          (9,058,971)
                                                                     ------------         ------------
                                                                       10,506,098           11,135,221

Asset held for sale .........................................           2,801,876            2,737,114

Cash and cash equivalents ...................................           1,670,531            1,103,846
Cash segregated for security deposits .......................              61,699               62,227
Accounts receivable, net of allowance for doubtful
   accounts of $38,811 at December 31, 1998 .................             321,314              306,898
Prepaid expenses and other assets, net ......................             155,595              159,085
                                                                     ------------         ------------
                                                                     $ 15,517,113         $ 15,504,391
                                                                     ============         ============

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

Mortgage note payable .......................................        $  1,638,974         $  1,650,000
Accounts payable and accrued expenses .......................             287,507              193,779
Payable to affiliates .......................................             807,869              793,128
Security deposits and deferred rental revenue ...............              76,065               73,623
                                                                     ------------         ------------
                                                                        2,810,415            2,710,530
                                                                     ------------         ------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at September 30,
     1999 and December 31, 1998 .............................          12,734,360           12,823,151
   General Partner ..........................................             (27,662)             (29,290)
                                                                     ------------         ------------
                                                                       12,706,698           12,793,861
                                                                     ------------         ------------
                                                                     $ 15,517,113         $ 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                     Nine Months Ended
                                                   September 30,                          September 30,
                                          -------------------------------         ------------------------------
                                              1999                1998               1999                1998
                                          -----------         -----------         -----------        -----------
Revenue:
<S>                                       <C>                 <C>                 <C>                <C>
   Rental revenue ................        $   834,523         $   756,191         $ 2,438,220        $ 2,565,028
   Interest ......................             13,163              55,681              35,289            124,110
                                          -----------         -----------         -----------        -----------
     Total revenue ...............            847,686             811,872           2,473,509          2,689,138
                                          -----------         -----------         -----------        -----------

Expenses:
   Interest ......................             34,398              34,256              97,177            142,927
   Depreciation and
     amortization ................            272,220             403,552             802,382            791,650
   Property taxes ................             73,251              55,679             219,753            220,036
   Personnel costs ...............             65,431              69,655             208,104            212,081
   Utilities .....................             45,830              53,966             140,830            173,483
   Repairs and maintenance .......             95,272              64,045             225,591            238,419
   Property management
     fees - affiliates ...........             45,388              41,969             133,323            144,694
   Other property operating
     expenses ....................             34,977              69,616             117,532            170,278
   General and administrative ....             82,431              78,512              55,276            281,490
   General and administrative -
     affiliates ..................            105,644             116,660             310,704            372,049
   Loss on disposition of real
     estate ......................                 --                  --                  --            118,750
   Write-down for impairment
     of real estate ..............                 --                  --                  --            126,080
                                          -----------         -----------         -----------        -----------
     Total expenses ..............            854,842             987,910           2,310,672          2,991,937
                                          -----------         -----------         -----------        -----------

Net income (loss) ................        $    (7,156)        $  (176,038)        $   162,837        $  (302,799)
                                          ===========         ===========         ===========        ===========

Net income (loss) allocable to
   limited partners ..............        $    (7,084)        $  (174,278)        $   161,209        $  (299,771)
Net income (loss) allocable to
   General Partner ...............                (72)             (1,760)              1,628             (3,028)
                                          -----------         -----------         -----------        -----------
Net income (loss) ................        $    (7,156)        $  (176,038)        $   162,837        $  (302,799)
                                          ===========         ===========         ===========        ===========

Net income (loss) per limited
   partnership unit ..............        $      (.18)        $     (4.35)        $      4.03        $     (7.49)
                                          ===========         ===========         ===========        ===========

Distributions per limited
   partnership unit ..............        $        --         $     78.61         $      6.25        $    116.11
                                          ===========         ===========         ===========        ===========
</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, 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 ................................              (3,028)            (299,771)            (302,799)

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

Balance at September 30, 1998 ...........        $    (27,588)        $ 12,991,673         $ 12,964,085
                                                 ============         ============         ============


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

Net income ..............................               1,628              161,209              162,837

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

Balance at September 30, 1999 ...........        $    (27,662)        $ 12,734,360         $ 12,706,698
                                                 ============         ============         ============

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

Cash flows from operating activities:
<S>                                                       <C>                 <C>
   Cash received from tenants ....................        $ 2,418,839         $ 2,565,803
   Cash paid to suppliers ........................           (765,374)         (1,122,475)
   Cash paid to affiliates .......................           (429,286)           (255,038)
   Interest received .............................             35,289             124,110
   Interest paid .................................            (85,792)           (158,833)
   Property taxes paid ...........................           (107,944)           (131,803)
                                                          -----------         -----------
Net cash provided by operating activities ........          1,065,732           1,021,764
                                                          -----------         -----------

Cash flows from investing activities:
   Additions to real estate investments and
     asset held for sale .........................           (238,021)         (2,127,656)
   Proceeds from disposition of real estate ......                 --           8,438,530
                                                          -----------         -----------
Net cash provided by (used in) investing
   activities ....................................           (238,021)          6,310,874
                                                          -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable .....................................            (11,026)            (31,075)
   Retirement of mortgage note payable ...........                 --          (5,261,942)
   Proceeds from mortgage note payable ...........                 --           1,650,000
   Distributions to limited partners .............           (250,000)         (4,644,400)
                                                          -----------         -----------
Net cash used in financing activities ............           (261,026)         (8,287,417)
                                                          -----------         -----------

Net increase (decrease) in cash and cash
   equivalents ...................................            566,685            (954,779)

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

Cash and cash equivalents at end of period .......        $ 1,670,531         $ 1,225,250
                                                          ===========         ===========

</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,
                                                                --------------------------------
                                                                   1999                 1998
                                                                -----------         ------------
<S>                                                             <C>                 <C>
Net income (loss) ......................................        $   162,837         $  (302,799)
                                                                -----------         -----------

Adjustments to reconcile net income (loss) to net
   cash  provided by operating activities:
   Depreciation and amortization .......................            802,382             791,650
   Loss on disposition of real estate ..................                 --             118,750
   Write-down for impairment of real estate ............                 --             126,080
   Amortization of deferred borrowing costs ............             12,027               5,235
   Changes in assets and liabilities:
     Cash segregated for security deposits .............                528              22,884
     Accounts receivable, net ..........................            (14,416)             39,902
     Prepaid expenses and other assets, net ............             (8,537)            (80,801)
     Accounts payable and accrued expenses .............             93,728              64,933
     Payable to affiliates .............................             14,741             261,705
     Security deposits and deferred rental
       revenue .........................................              2,442             (25,775)
                                                                -----------         -----------

       Total adjustments ...............................            902,895           1,324,563
                                                                -----------         -----------

Net cash provided by operating activities ..............        $ 1,065,732         $ 1,021,764
                                                                ===========         ===========
</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
                                   (Unaudited)

                               September 30, 1999


NOTE 1.
-------

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

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of operations for the nine months ended September 30, 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.
-------

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

Under the terms of its partnership agreement, the Partnership pays a disposition
fee to the General  Partner  equal to 3% of the gross sales price for  brokerage
services performed in connection with the sale of the Partnership's  properties.
The fee is due and payable at the time the sale closes. The Partnership incurred
$204,000 of such fees during the first  quarter of 1998 and $55,500 of such fees
during the second  quarter of 1998 in  connection  with the sale of  Southpointe
Plaza and Island Plaza shopping centers,  respectively.  These fees 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.
<PAGE>
The  Partnership  reimburses  McREMI  for  its  costs,  including  overhead,  of
administering the Partnership's affairs.

The  Partnership  is paying an asset  management  fee  which is  payable  to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  Tangible asset value is determined by
using the greater of (i) an amount calculated by applying a capitalization  rate
of 9% to the annualized net operating income of each property or (ii) a value of
$10,000 per apartment unit for  residential  properties and $50 per gross square
foot for commercial  properties to arrive at the property  tangible asset value.
The property  tangible  asset value is then added to the book value of all other
assets excluding intangible items. The fee percentage decreases to .75% in 2000,
 .50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees
of $489,184 and $325,851 were outstanding at September 30, 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:
                                                            Nine Months Ended
                                                               September 30,
                                                       -------------------------
                                                           1999          1998
                                                       ----------     ----------

Property management fees........................       $  133,323     $  144,694
Charged to general and administrative -
   affiliates:
   Partnership administration...................          129,085        166,082
   Asset management fee.........................          181,619        205,967
Charged to loss on disposition of real estate:
   Disposition fee..............................               --        204,000
Charged to write-down for impairment of
   real estate:
   Disposition fee..............................               --         55,500
                                                      -----------     ----------
                                                      $   444,027     $  776,243
                                                      ===========     ==========

Payable to  affiliates  at September  30, 1999 and  December 31, 1998  consisted
primarily of unpaid  property  management  fees,  disposition  fees (1998 only),
Partnership general and administrative expenses and asset management fees and is
due and payable from current operations.

NOTE 4.
-------

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

<TABLE>
<CAPTION>
                                                                     Loss on Sale           Sales Proceeds
                                                                   ----------------        ----------------
<S>                                                                <C>                     <C>
Sales price..........................................              $     6,800,000         $     6,800,000

Selling costs .......................................                     (389,990)               (185,990)
Straight-line rents receivable written off...........                      (48,601)
Prepaid leasing commissions written off..............                      (43,913)
Carrying value.......................................                   (6,436,246)
                                                                   ---------------         ---------------
Loss on disposition of real estate...................              $      (118,750)
                                                                   ===============

Proceeds from sale of real estate....................                                            6,614,010
Retirement of mortgage note payable..................                                           (5,261,942)
Accrued interest paid................................                                              (32,338)
                                                                                           ---------------
Net cash proceeds....................................                                      $     1,319,730
                                                                                           ===============
</TABLE>
<PAGE>
As  discussed in Note 3, the  Partnership  incurred a $204,000  disposition  fee
payable to the General Partner in connection with the sale of Southpointe Plaza.
This fee increased the amount of the loss on  disposition  of real estate and is
included  in selling  costs  above.  However,  as the fee 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 5.
-------

On April 1, 1998, the Partnership sold Island Plaza Shopping Center,  located in
Ft. Myers,  Florida,  to an unaffiliated  purchaser for a cash purchase price of
$1,850,000.  The  Partnership  recorded a $126,080  write-down for impairment of
real estate in the first  quarter of 1998 to record the  property at the pending
sales price less estimated costs to sell. Sales proceeds are detailed below.

<TABLE>
<CAPTION>
                                                                        Loss               Sales
                                                                   on Disposition         Proceeds
                                                                  ----------------     ---------------
<S>                                                               <C>                  <C>
Sales price..........................................             $      1,850,000     $     1,850,000

Selling costs........................................                      (80,980)            (25,480)
Straight-line rents receivable written off...........                      (81,572)
Prepaid leasing commissions written off..............                       (3,269)
Carrying value.......................................                   (1,684,179)
                                                                  ----------------     ---------------

Loss on disposition of real estate...................             $             --
                                                                  ================

Net cash proceeds....................................                                  $     1,824,520
                                                                                       ===============
</TABLE>

As  discussed  in Note 3, the  Partnership  incurred a $55,500  disposition  fee
payable to the General Partner in connection with the sale of Island Plaza. This
fee increased the amount of the  write-down for impairment of real estate and is
included  in selling  costs  above.  However,  as the fee 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 half of 1998. The net cash proceeds from the
sale of Island Plaza are $1,769,020 after payment of the disposition fee.

NOTE 6.
-------

On June 24, 1999, the Partnership and 18 affiliated  partnerships,  collectively
(the "Partnerships"),  the General Partner, McNeil Investors,  Inc., McNeil Real
Estate Management, Inc. ("McREMI"), McNeil Summerhill, Inc. and Robert A. McNeil
entered into a definitive  acquisition  agreement (the "Master  Agreement") with
WXI/McN Realty L.L.C.  ("Newco"),  an affiliate of Whitehall  Street Real Estate
Limited Partnership XI, a real estate investment fund managed by Goldman,  Sachs
& Co., whereby Newco and its  subsidiaries  will acquire the  Partnerships.  The
Master Agreement provides that the Partnerships will be merged with subsidiaries

<PAGE>
of Newco.  The Master  Agreement also provides for the  acquisition by Newco and
its  subsidiaries of the assets of McREMI.  The aggregate  consideration  in the
transaction,  including the assumption or prepayment of all outstanding mortgage
debt of the Partnerships, is approximately $644,440,000.

Pursuant  to the terms of the Master  Agreement,  the  limited  partners  in the
Partnership  will  receive  cash on the  closing  date of the  transaction  (the
"Closing  Date")  in  exchange  for  their  limited  partnership  interests.  In
addition,  the  Partnership  will declare a special  distribution to its limited
partners  on the Closing  Date equal to its then  positive  net working  capital
balance, if any. The estimated  aggregate  consideration and net working capital
distribution  to be  received  per unit of limited  partnership  interest in the
Partnership were estimated as $347.

The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

On the Closing Date,  the General  Partner of the  Partnership,  will receive an
equity  interest  in  Newco in  exchange  for its  contribution  to Newco of the
general  partnership  interests  in the  Partnerships,  the limited  partnership
interests in Fairfax Associates II L.P. and McNeil Summerhill Associates and the
assets of McREMI.

The  Partnership's  participation  in the transaction is subject to, among other
conditions,  the  approval  by  a  majority  of  the  limited  partners  of  the
Partnership.

In some circumstances,  as defined in the Master Agreement, the Partnerships may
be subject to a break-up fee, up to an aggregate maximum of $18,000,000,  if the
Master Agreement is terminated with respect to one or more of the  Partnerships.
In the case of termination of the Master Agreement in these circumstances,  each
of the  Partnerships  with  respect  to  which  the  Master  Agreement  has been
terminated  will be severally,  but not jointly,  liable for payment to Newco of
its  respective  break-up  fee.  The  break-up  fee ratably  calculated  for the
Partnership is $455,472.

All previous costs associated with this transaction had been allocated among the
Partnerships  and McREMI based on the relative  number of  properties  contained
therein.  On June 24, 1999,  a fairness  opinion (the  "Fairness  Opinion")  was
rendered by Robert A. Stanger & Co., Inc., an independent  financial advisor, to
the  effect  that  the  aggregate  consideration  to be  paid  for  the  general
partnership   interests  and  limited  partnership   interests  in  all  of  the
Partnerships  and the assets of McREMI is fair from a financial point of view to
the  holders  of each  class  of  limited  partnership  interests.  Based on the
relative values as set forth in the Fairness Opinion,  the Partnership  recorded
an adjustment to general and  administrative  expenses during the second quarter
of 1999 in the amount of  $(306,015) to reflect the  reallocation  of previously
paid transaction costs among the Partnerships and McREMI.



<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 $118,750 loss on the sale.
On April 1, 1998, the  Partnership  sold Island Plaza for a gross sales price of
$1.85 million. A $126,080  write-down for impairment of real estate was recorded
in the first quarter of 1998 and no gain or loss was recorded on the sale.

The  Partnership  reported  net  income  for the  first  nine  months of 1999 of
$162,837  as  compared  to a net loss of  $302,799  for the first nine months of
1998.  Revenues  decreased to  $2,473,509  in the first nine months of 1999 from
$2,689,138  for the same period in 1998.  Expenses were  $2,310,672 in the first
nine months of 1999 as compared to $2,991,937 in the first nine months of 1998.

Net cash  provided by operating  activities  was  $1,065,732  for the first nine
months of 1999.  The  Partnership  expended  $238,021 for  additions to its real
estate  investments.  After  $11,026 in principal  payments on its mortgage note
payable and  distributions  of $250,000 to the limited partners during the first
nine months of 1999, cash and cash equivalents increased by $566,685,  leaving a
balance of $1,670,531 at September 30, 1999.

RECENT DEVELOPMENTS
-------------------

On June 24, 1999, McNeil Partners, L.P. (the General Partner of the Partnership)
and WXI/McN Realty L.L.C.,  an affiliate of Whitehall Street Real Estate Limited
Partnership XI ("Whitehall"),  a real estate investment fund managed by Goldman,
Sachs & Co.,  announced  that they have entered  into a  definitive  acquisition
agreement  whereby the Whitehall  affiliate will acquire by merger nineteen real
estate  limited  partnerships  operated by McNeil  Partners,  L.P. and Robert A.
McNeil.  The limited  partnerships  involved are the Partnership and McNeil Real
Estate Funds IX, X, XI, XII, XIV, XV, XX, XXI, XXII, XXIII, XXV, XXVI and XXVII,
Hearth Hollow  Associates,  McNeil  Midwest  Properties  I, L.P.,  Regency North
Associates,   Fairfax  Associates  and  McNeil  Summerhill  (collectively,   the
"Partnerships").  The  Partnerships  (other than Fairfax  Associates  and McNeil
Summerhill  which are wholly-owned by Robert A. McNeil and related parties) will
be merged with  subsidiaries of WXI/McN Realty L.L.C. The acquisition  agreement
also provides for the  acquisition  by WXI/McN  Realty  L.L.C.  of the assets of
McNeil Real Estate Management,  Inc. ("McREMI").  The aggregate consideration in
the transaction, including all outstanding mortgage debt of the Partnerships, is
approximately $644,440,000.

Pursuant to the terms of the acquisition agreement, the limited partners in each
of the  Partnerships  (other than those  wholly-owned  by Robert A. McNeil) will
receive  cash on the  closing  date of the  transaction  in  exchange  for their
limited partnership interests. In addition, each Partnership will make a special
distribution  to its limited  partners on the  closing  date of the  transaction
equal to its then net positive  working capital balance.  McNeil Partners,  L.P.
will receive an equity  interest in WXI/McN  Realty  L.L.C.  in exchange for its
contribution  of its general  partnership  interests  in the  Partnerships,  the
limited partnership interests in its wholly-owned Partnerships and the assets of
McREMI.

<PAGE>
The proposed  transaction  follows an extensive  marketing effort by PaineWebber
Incorporated, exclusive financial advisor to the Partnerships.

The  transaction  has been  unanimously  approved by the Board of  Directors  of
McNeil  Investors,  Inc.,  the general  partner of McNeil  Partners,  L.P.,  the
general partner of each of the Partnerships other than Regency North Associates,
Fairfax  Associates and McNeil  Summerhill.  The respective  general partners of
Regency North  Associates,  Fairfax  Associates and McNeil  Summerhill also have
approved the transaction. The Board of Directors of McNeil Investors, Inc. based
its approval upon, among other things, the recommendation of a Special Committee
of the Board,  appointed at the beginning of the  discussions  with Whitehall to
represent the interests of holders of limited  partnership  interests in each of
the Partnerships.  In addition,  the Special Committee and the Board relied upon
fairness  opinions given by Robert A. Stanger & Co., Inc.  ("Stanger & Co."), an
independent  financial  advisor  to the  Partnerships,  to the  effect  that the
aggregate  consideration  is  fair  to the  holders  of each  class  of  limited
partnership  interests  in each of the  Partnerships.  The  Special  Committee's
recommendation  was also  based upon the  separate  opinions  of Eastdil  Realty
Company ("Eastdil"), the independent financial advisor to the Special Committee.
Stanger & Co. and Eastdil have each also  rendered an opinion that the aggregate
consideration  to be paid for the  general  partnership  interests  and  limited
partnership  interests  in all of the  Partnerships  and the assets of McREMI is
fair from a  financial  point of view to the  holders  of each  class of limited
partnership interests in each of the Partnerships.

Each of the Partnerships'  participation in the transaction is subject to, among
other  conditions,  the  approval by a majority  of the limited  partners of the
respective   Partnerships.   The  approval  of  the  limited   partners  of  the
Partnerships  will be sought at meetings to be held in the coming  months  after
the filing of proxy statements with the Securities and Exchange  Commission with
respect to the publicly traded Partnerships, and the subsequent mailing of proxy
statements to the limited partners. Preliminary proxy statements were filed with
the SEC on August 3, 1999 and amended proxy  statements were filed September 30,
1999, October 21, 1999 and November 10, 1999.

The aggregate  consideration in the transaction has been allocated preliminarily
among the general partnership interests and the limited partnership interests in
each of the Partnerships and McREMI,  based upon an allocation analysis prepared
by Stanger & Co. and confirmed by Eastdil.  Based upon this allocation  analysis
and the fairness  opinions  rendered by Stanger & Co. and  Eastdil,  the Special
Committee,  the Board of Directors of McNeil  Investors,  Inc.,  the  respective
general  partners of Regency North  Associates,  Fairfax  Associates  and McNeil
Summerhill  have each  unanimously  approved  the  allocation  of the  aggregate
consideration.   The  estimated  aggregate  consideration  and  working  capital
distribution  to be  received  per unit of limited  partnership  interest of the
Partnership were estimated as $347.

McNeil Partners,  L.P. will contribute its real estate investment and management
company  business to a  subsidiary  of WXI/McN  Realty,  L.L.C.,  along with its
general  partnership  interests in the Partnerships and its limited  partnership
interests in the wholly-owned Partnerships, having an aggregate allocated value,
as  determined  by  Stanger  &  Co.,  of  approximately  $58,640,000,  of  which
approximately  $29,400,000  reflects  balances due to McNeil Partners,  L.P. and
McREMI as reflected on the  Partnerships'  financial  statements as of March 31,
1999.




<PAGE>
The above estimates of the Partnership per unit estimated  merger  consideration
and working capital  distribution and the interest of McNeil Partners,  L.P. are
based upon, among other things, the balance sheet of the Partnership as of March
31, 1999,  adjusted for intangible  assets,  non-cash  liabilities,  transaction
expenses  and the McNeil  Partners,  L.P.  interest in the  Partnership.  Actual
amounts,  including the estimate  allocable to McNeil Partners,  L.P., will vary
with the performance of the Partnership and McNeil  Partners,  L.P.  through the
closing date.  The above  estimated  merger  consideration  and special  working
capital  distribution  will be adjusted  at closing to reflect the then  working
capital position of the Partnership.

Whitehall is a $2.26 billion equity fund and is the seventh in a series of funds
sponsored and capitalized by Goldman, Sachs & Co. and its affiliates, along with
public and private investors, to acquire real estate worldwide.

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

Revenue:

Total  revenue  increased  by  $35,814  for the three  months and  decreased  by
$215,629  for the nine months ended  September  30, 1999 as compared to the same
periods 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 $20,855 and $112,750 for the three and
nine months ended September 30, 1999, respectively.  This increase was due to an
increase in rental revenue,  partially  offset by a decrease in interest income,
as discussed below.

Rental revenue  increased by $78,332 and decreased by $126,808 for the three and
nine months  ended  September  30, 1999,  respectively,  as compared to the same
periods in 1998. Excluding rental revenue of Southpointe Plaza and Island Plaza,
rental revenue increased by $63,287 and $201,251,  respectively, in 1999. Rental
revenue at both Towne Center and Riverbay  Plaza shopping  centers  increased by
approximately  $127,000  for the nine  months  ended  September  30,  1999.  The
increase  in rental  revenue at Towne  Center was mainly due to an  increase  in
occupancy  from 69% at  September  30, 1998 to 87% at September  30,  1999.  The
increase at Riverbay Plaza was mainly due to increased rent charged to an anchor
tenant after its space was expanded.

Interest income for the three and nine months ended September 30, 1999 decreased
by $42,518 and  $88,821,  respectively,  as compared to the same  periods 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.   Although  the
Partnership  held a greater amount of cash and cash equivalents at September 30,
1999  as  compared  to  September   30,  1998,   the   Partnership   distributed
approximately  $4.6 million to the limited  partners in the first nine months of
1998,  approximately  $4.4  million  of  which  was  distributed  at the  end of
September 1998.

Expenses:

Total expenses  decreased by $133,068 and $681,265 for the three and nine months
ended September 30, 1999, respectively, as compared to the same periods in 1998.
Excluding total expenses of Southpointe Plaza and Island Plaza,  which were sold
in 1998,  total  expenses  decreased  by $130,217 and $184,174 for the three and
nine months ended September 30, 1999, respectively, as discussed below.


<PAGE>
Interest  expense  increased by $142 and  decreased by $45,750 for the three and
nine months  ended  September  30, 1999,  respectively,  as compared to the same
periods in 1998. The Partnership  recorded  $97,288 of interest  expense in 1998
related 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 $97,177 and $45,639
of  interest  expense  related to this loan in the first nine months of 1999 and
1998, respectively.

Depreciation  and  amortization  expense  for the  three and nine  months  ended
September 30, 1999 decreased by $131,332 and increased by $10,732, respectively,
in relation to the same periods in 1998. The overall  increase was mainly due to
the  amortization  of  improvements  for a tenant that began  occupying space at
Towne Center  Shopping  Center in the second quarter of 1998.  This increase was
partially  offset by a decrease in the  amortization  of tenant  improvements at
Riverbay Plaza Shopping Center due to the expiration of a tenant's lease.

Property taxes  increased by $17,572 and decreased by $283 in the three and nine
months ended September 30, 1999,  respectively,  as compared to the same periods
in 1998.  The overall  decrease  was due to the sales of  Southpointe  Plaza and
Island Plaza in 1998. The increase for the quarter was mainly due to an increase
in estimated property taxes at Springwood Plaza Shopping Center in 1999.

For the three and nine months ended September 30, 1999,  utilities  decreased by
$8,136 and  $32,653,  respectively,  as  compared  to the same  periods in 1998,
mainly due to the sales of Southpointe Plaza and Island Plaza in 1998.

Property  management  fees -  affiliates  increased  by $3,419 and  decreased by
$11,371 for the three and nine months ended September 30, 1999, respectively, as
compared to the same periods in 1998.  Excluding  property  management  fees for
Southpointe  Plaza and  Island  Plaza,  property  management  fees -  affiliates
increased  by $3,419 and $17,756 for the three and nine months  ended  September
30,  1999,  respectively,  as  compared  to the same  periods  in 1998 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 $34,639 and $52,746 for the three
and nine months ended September 30, 1999, respectively,  as compared to the same
periods in 1998.  Excluding  other property  operating  expenses for Southpointe
Plaza and Island Plaza,  other property  operating expenses decreased by $33,472
and  $20,420  for  the  three  and  nine  months  ended   September   30,  1999,
respectively,  as compared to the same periods in 1998. This decrease was mainly
due  to a  tenant  receivable  at  Springwood  Plaza  that  was  written  off as
uncollectible in the third quarter of 1998.

General  and  administrative  expenses  for the  three  and  nine  months  ended
September 30, 1999 increased by $3,919 and decreased by $226,214,  respectively,
as compared to the same periods in 1998. The overall  decrease was mainly due to
a  $(306,015)  reallocation  of  previously  paid  transaction  costs  among the
Partnerships  and  McREMI in the  second  quarter  of 1999 (see Item 1, Note 6),
partially  offset by an increase  in costs  related to this  transaction  in the
first nine months of 1999.






<PAGE>
For  the  three  and  nine  months  ended   September  30,  1999,   general  and
administrative - affiliates decreased by $11,016 and $61,345,  respectively,  as
compared to the same periods in 1998.  The decrease was 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.  In  addition,  there was a  decrease  in asset
management  fees as a result of a decline  in the  tangible  asset  value of the
Partnership,  on which the fees are based, due to the sales of Southpointe Plaza
and Island Plaza.

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

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

The  Partnership's  primary source of cash flows is from  operating  activities,
which generated  $1,065,732 of cash in the first nine months of 1999 as compared
to the $1,021,764 for the same period in 1998.

Cash  flows from  operating  activities  increased  by $43,968 in the first nine
months  of  1999 as  compared  to the  first  nine  months  of  1998.  Excluding
Southpointe  Plaza and  Island  Plaza,  cash  flows  from  operating  activities
increased by $172,371.  This increase in cash  provided by operating  activities
was mainly due to an increase in cash  received  from  tenants as a result of an
increase in rental  revenue,  and a decrease in cash paid to suppliers  due to a
decrease in general and  administrative  expenses,  as  discussed  above.  These
increases in cash provided by operating  activities were partially offset by the
payment to the General  Partner of  disposition  fees  totaling  $259,500 in the
first  quarter of 1999 (see Item 1, Note 3 for  discussion of  disposition  fees
incurred  as a result of the sales of  Southpointe  Plaza  and  Island  Plaza in
1998).

The Partnership expended $238,021 and $2,127,656 for capital improvements to its
properties in the first nine months of 1999 and 1998, respectively. In the first
half of 1998,  the  Partnership  paid  approximately  $1.6  million to expand an
anchor tenant's space at Riverbay Plaza Shopping Center.

In April 1998, the  Partnership  received a total of $8,438,530 in proceeds from
the sales of Southpointe Plaza and Island Plaza shopping centers.  $5,261,942 of
the proceeds was used to repay the Southpointe Plaza mortgage note payable.

The Partnership made $31,075 in regularly  scheduled  principal  payments on the
Southpointe  Plaza  mortgage note payable in the first nine 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.  The  Partnership  made $11,026 in regularly
scheduled principal payments on this note in the first nine months of 1999.



<PAGE>
The Partnership  distributed  $250,000 and $4,644,400  to the  limited  partners
in the first nine months of 1999 and 1998, respectively.

Short-term liquidity:

At  September  30,  1999,  the  Partnership  held cash and cash  equivalents  of
$1,670,531.  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.

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. See "Recent Developments" above.

The Partnership  placed Springwood Plaza on the market for sale effective August
1, 1997.





<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  September 30, 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
--------------------

State of readiness
------------------

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 has assessed these risks and expects to have contingency
plans in place by December 31, 1999 for any material potential failures.

                           PART II. OTHER INFORMATION

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

1)   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.  ("McREMI")  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



<PAGE>
     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.  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.
     Because the settlement contemplated a transaction which included all of the
     Partnerships  and plaintiffs  claimed that an effort should be made to sell
     all of the  Partnerships,  in or around September 1998,  plaintiffs filed a
     third  consolidated and amended  complaint which included  allegations with
     respect to the  Partnerships  which had not been named in previously  filed
     complaints.

     On September 15, 1998, the parties signed a Stipulation of Settlement.  For
     purposes of settlement,  the parties stipulated to a class comprised of all
     owners of  limited  partner  units in the  Partnerships  during  the period
     beginning June 21, 1991, the earliest date that proxy materials began to be
     issued in connection with the  restructuring of the  Partnerships,  through
     September 15, 1998. As structured,  the Stipulation of Settlement  provided
     for the payment of over $35 million in distributions  and the commitment to
     market the Partnerships for sale, together with McREMI,  through a fair and
     impartial bidding process overseen by a national  investment  banking firm.
     To ensure the integrity of that  process,  defendants  agreed,  among other
     things, to involve  plaintiffs'  counsel in oversight of that process,  and
     plaintiffs'  counsel  retained  an  independent  advisor to  represent  the
     interests  of  limited  partners  of the  Partnerships  in the  event  of a
     transaction. The transaction described in Item 2 - Recent Developments is a
     result  of  that  process.  The  settlement  was  not  conditioned  on  the
     consummation of this transaction.

     On October 6, 1998, the court gave preliminary  approval to the settlement.
     It granted final  approval to the  settlement on July 8, 1999 and entered a
     Final Order and Judgment dismissing the consolidated action with prejudice.
     As a condition  of final  approval,  the court  requested,  and the parties
     agreed  to, a slight  modification  of the  release in the  Stipulation  of
     Settlement  with respect to future claims.  Plaintiffs'  counsel intends to
     seek an order awarding  attorneys' fees and reimbursing their out-of-pocket
     expenses in an amount which is as yet undetermined. 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. A Notice of Appeal was filed September 3, 1999
     by High River  Limited  Partnership,  Unicorn  Associates  Corporation  and
     Longacre Corporation.
<PAGE>
2)   High   River   Limited   Partnership,  Unicorn  Associates  Corporation and
     Longacre  Corporation,  et al. v. McNeil Partners,  L.P.  ("MPLP"),  McNeil
     Investors, Inc., McNeil Real Estate Management,  Inc. (McREMI"),  Robert A.
     McNeil  and  Carole J.  McNeil,  - Supreme  Court of the State of New York,
     County of New York, - Index No. 99 603526.

     On July 23,  1999,  High  River and two other  affiliates  of Carl C. Icahn
     (Unicorn  Associates  Corporation  and  Longacre   Corporation),   filed  a
     complaint for damages in the Supreme Court of the State of New York, County
     of New York.  Plaintiffs allege that the defendants  improperly  interfered
     with  tender  offers made by High River for  limited  partner  units in the
     Partnership  and other  affiliated  partnerships  in which  MPLP  serves as
     General Partner (the "McNeil Partnerships"), by, among other things, filing
     purportedly  frivolous  litigation  to delay High River's  offers,  issuing
     purportedly  false  and  misleading  statements  opposing  the  offers  and
     purportedly  forcing  High River itself to file  litigation  to enforce its
     rights. High River also alleges that as a result the defendants caused High
     River to incur undue expense and that the defendants  ultimately  prevented
     High River  from  acquiring  a greater  number of  limited  partner  units.
     Plaintiffs also allege that the defendants  improperly  excluded High River
     from  participating  in the  auction  process  for the  sale of the  McNeil
     Partnerships,  and otherwise took steps to prevent its participation in the
     auction.  In  addition,  plaintiffs,  who are limited  partners  in,  among
     others,  McNeil  Funds IX, X, XI, XII,  XIV, XV, XX,  XXIV,  XXV,  XXVI and
     XXVII, have also sued the defendants based on their status as opt-outs from
     the  Schofield  settlement.  Plaintiffs  seek  undisclosed  damages  and an
     accounting.

     On July 30, 1999,  defendants  filed an answer to the High River Complaint,
     denying  each and every  material  allegation  contained  in the High River
     Complaint   and  asserting   several   affirmative   defenses.   Settlement
     negotiations are underway.


<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
                                    (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 September 30, 1999.

(b)       Reports  on Form 8-K.  A Report on Form 8-K  dated  July 8,  1999  was
          filed on July 9, 1999  regarding  the letter received  from High River
          Limited Partnership.

<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 15, 1999                  By: /s/  Ron K. Taylor
-----------------                     ------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil
                                        Investors, Inc.
                                       (Principal Financial Officer)




November 15, 1999                  By: /s/  Carol A. Fahs
-----------------                     ------------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)