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

                                  FORM 10-K405

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

     For the fiscal year ended               December 31, 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  0-9026
                           ---------

                        McNEIL REAL ESTATE FUND IX, LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         California                                 94-2491437
--------------------------------------------------------------------------------
(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
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:      None
----------------------------------------------------------  --------------------

Securities registered pursuant to Section 12(g) of the Act:  Limited partnership
                                                             units
----------------------------------------------------------  --------------------

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
                         ---  ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

104,455  of the  registrant's  110,170  limited  partnership  units  are held by
non-affiliates  of this registrant.  The aggregate market value of units held by
non-affiliates  is not determinable  since there is no public trading market for
limited  partnership  units  and  transfers  of units  are  subject  to  certain
restrictions.

Documents Incorporated by Reference:        See Item 14, Page 40

                                TOTAL OF 44 PAGES
<PAGE>
                                     PART I


ITEM 1.   BUSINESS
-------   --------

ORGANIZATION
------------

McNeil Real Estate Fund IX, Ltd. (the  "Partnership") was organized May 1, 1978,
as a limited  partnership  under  provisions of the California  Uniform  Limited
Partnership  Act. 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  Partnership  is governed by an amended and restated
partnership  agreement  dated  November  12,  1991,  as  amended  (the  "Amended
Partnership   Agreement").   Prior  to  November  12,  1991,  Pacific  Investors
Corporation (the prior "Corporate General Partner"),  a wholly-owned  subsidiary
of Southmark Corporation ("Southmark"),  and McNeil were the general partners of
the Partnership, which was governed by an agreement of limited partnership dated
May 1, 1978 (the  "Original  Partnership  Agreement").  The  principal  place of
business for the Partnership  and the General Partner is 13760 Noel Road,  Suite
600, LB70, Dallas, Texas, 75240.

On  January  10,  1979,  a  Registration  Statement  on Form  S-11 was  declared
effective by the  Securities  and Exchange  Commission  whereby the  Partnership
offered for sale $55,000,000 of limited  partnership units ("Units").  The Units
represent equity interests in the Partnership and entitle the holders thereof to
participate in certain  allocations and  distributions of the  Partnership.  The
sale of Units closed on September 7, 1979, with 110,000 Units sold at $500 each,
or gross proceeds of $55,000,000 to the Partnership.  In addition,  the original
general  partners  purchased an additional  200 Units for $100,000.  In 1993, 30
Units were relinquished leaving 110,170 Units outstanding at December 31, 1997.

SOUTHMARK BANKRUPTCY AND ASSET PURCHASE AGREEMENT
-------------------------------------------------

On July 14, 1989,  Southmark filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Neither the Partnership,  McNeil nor the
Corporate   General   Partner   were   included  in  the   filing.   Southmark's
reorganization  plan became  effective  August 10, 1990. Under the plan, most of
Southmark's  assets,  which  included  Southmark's  interests  in the  Corporate
General Partner, were sold or liquidated for the benefit of creditors.

In  accordance  with  Southmark's  reorganization  plan,  Southmark,  McNeil and
various of their affiliates  entered into an asset purchase agreement on October
12, 1990,  providing for, among other things,  the transfer of control to McNeil
or his affiliates of 34 limited partnerships  (including the Partnership) in the
Southmark portfolio.

On February 14,  1991,  pursuant to the asset  purchase  agreement as amended on
that date: (a) an affiliate of McNeil purchased the Corporate  General Partner's
economic  interest in the  Partnership;  (b) McNeil became the managing  general
partner of the Partnership  pursuant to an agreement with the Corporate  General
Partner  that  delegated  management  authority  to McNeil;  and (c) McNeil Real
Estate Management,  Inc. ("McREMI"), an affiliate of McNeil, acquired the assets
relating to the property management and partnership  administrative  business of
Southmark  and its  affiliates  and commenced  management  of the  Partnership's
properties  pursuant  to an  assignment  of  the  existing  property  management
agreements from the Southmark affiliates.
<PAGE>
On November 12, 1991, the limited  partners  approved a  restructuring  proposal
that  provided for (i) the  replacement  of the  Corporate  General  Partner and
McNeil with the General  Partner;  (ii) the adoption of the Amended  Partnership
Agreement,   which   substantially   altered  the  provisions  of  the  Original
Partnership   Agreement   relating   to,  among  other   things,   compensation,
reimbursement  of expenses,  and voting rights;  and (iii) the approval of a new
property management agreement with McREMI, the Partnership's property manager.

The  Amended   Partnership   Agreement  provides  for  a  Management   Incentive
Distribution  ("MID") to replace all other forms of general partner compensation
other  than  property  management  fees and  reimbursements  of  certain  costs.
Additional  Units  may be  issued  in  connection  with the  payment  of the MID
pursuant  to  the  Amended  Partnership  Agreement.  See  Item  8  -  Note  2  -
"Transactions  with  Affiliates."  For  a  discussion  of  the  methodology  for
calculating  and  distributing  MID,  see Item 13 -  Certain  Relationships  and
Related Transactions.

Settlement of Claims:

The  Partnership  filed claims with the United States  Bankruptcy  Court for the
Northern  District of Texas,  Dallas Division (the  "Bankruptcy  Court") against
Southmark for damages relating to improper  overcharges,  breach of contract and
breach of fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.

An Order Granting  Motion to Distribute  Funds to Class 8 Claimants  dated April
14, 1995, was issued by the Bankruptcy  Court.  In accordance with the Order, in
May 1995, the Partnership  received in full satisfaction of its claims,  $53,573
in cash, and common and preferred stock in the reorganized  Southmark.  The cash
and  stock  represent  the  Partnership's  pro-rata  share of  Southmark  assets
available for Class 8 claimants.  The Partnership  sold the Southmark common and
preferred  stock in May 1995 for  $17,244  which,  when  combined  with the cash
proceeds  from  Southmark,  resulted in a gain on  settlement  of  litigation of
$70,817.

CURRENT OPERATIONS
------------------

General:

The Partnership is engaged in real estate  activities,  including the ownership,
operation  and  management  of  residential  real  estate and other real  estate
related  assets.   At  December  31,  1997,  the   Partnership   owned  thirteen
income-producing properties as described in Item 2 - Properties.

The  Partnership  does not directly  employ any personnel.  The General  Partner
conducts the business of the  Partnership  directly and through its  affiliates.
The  Partnership  is  managed  by  the  General  Partner.  The  Partnership  has
reimbursed  affiliates of the General Partner for certain  expenses  incurred by
the affiliates in connection with the management of the Partnership.  See Item 8
- Note 2 - "Transactions With Affiliates."

The business of the Partnership to date has involved only one industry  segment.
See Item 8 - Financial Statements and Supplementary Data. The Partnership has no
foreign operations. The business of the Partnership is not seasonal.




<PAGE>
Business Plan:

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

The  Partnership  placed  Sheraton  Hills  Apartments  on the  market  for  sale
effective August 1, 1997.

Competitive Conditions:

Since the  principal  business of the  Partnership  is to own and  operate  real
estate,  the Partnership is subject to all of the risks incident to ownership of
real estate and interests  therein,  many of which relate to the  illiquidity of
this type of  investment.  These  risks  include  changes  in  general  or local
economic conditions,  changes in supply or demand for competing properties in an
area,  changes in interest rates and  availability  of permanent  mortgage funds
which  may  render  the  sale  or  refinancing   of  a  property   difficult  or
unattractive, changes in real estate and zoning laws, increases in real property
tax rates and Federal or local  economic or rent  controls.  The  illiquidity of
real estate  investments  generally  impairs the ability of the  Partnership  to
respond  promptly  to  changed  circumstances.  The  Partnership  competes  with
numerous established companies, private investors (including foreign investors),
real estate investment trusts,  limited partnerships and other entities (many of
which have greater  resources than the Partnership) in connection with the sale,
financing  and  leasing  of  properties.  The  impact  of  these  risks  on  the
Partnership,   including   losses  from  operations  and   foreclosures  of  the
Partnership's  properties,  is described in Item 7 - Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations.  See  Item 2 -
Properties  for a discussion  of  competitive  conditions  at the  Partnership's
properties.

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  December 31, 1997.  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.




<PAGE>
Other Information:

The environmental  laws of the Federal government and of certain state and local
governments  impose  liability  on current  property  owners for the clean-up of
hazardous and toxic substances discharged on the property. This liability may be
imposed  without  regard  to the  timing,  cause or person  responsible  for the
release of such substances onto the property.  The Partnership  could be subject
to such liability in the event that it owns properties having such environmental
problems.  The Partnership has no knowledge of any pending claims or proceedings
regarding such environmental problems.

In August 1995, High River Limited  Partnership,  a Delaware limited partnership
controlled by Carl C. Icahn ("High River") made an  unsolicited  tender offer to
purchase from holders of Units up to approximately  45% of the outstanding Units
of the  Partnership  for a purchase  price of $143 per Unit. In September  1996,
High River made another  unsolicited tender offer to purchase any and all of the
outstanding  Units of the  Partnership for a purchase price of $180 per Unit. In
addition,   High  River  made  unsolicited   tender  offers  for  certain  other
partnerships controlled by the General Partner. The Partnership recommended that
the  limited  partners  reject  the  tender  offers  made  with  respect  to the
Partnership and not tender their Units.  The General Partner believes that as of
January  31,  1998,  High  River  has  purchased   approximately  14.2%  of  the
outstanding  Units  pursuant to the tender offers.  In addition,  all litigation
filed by High River,  Mr. Icahn and his affiliates in connection with the tender
offers have been dismissed without prejudice.

Management  has begun to review its  information  technology  infrastructure  to
identify any systems that could be affected by the year 2000  problem.  The year
2000 problem is the result of computer  programs  being written using two digits
rather  than  four to  define  the  applicable  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.  The information  systems used by the Partnership for financial
reporting and  significant  accounting  functions  were made year 2000 compliant
during  recent  systems  conversions.  The  Partnership  is in  the  process  of
evaluating the computer systems at the various properties.  The Partnership also
intends to communicate  with  suppliers,  financial  institutions  and others to
coordinate  year 2000 issues.  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.



















<PAGE>
ITEM 2.  PROPERTIES
-------  ----------

The table on the following page sets forth the real estate investment  portfolio
of the  Partnership  at December 31, 1997.  The  buildings and the land on which
they are located are owned by the Partnership in fee,  subject in each case to a
first lien deed of trust as set forth more fully in Item 8 - Note 5 -  "Mortgage
Notes  Payable."  See  also  Item 8 - Note 4 -  "Real  Estate  Investments"  and
Schedule III - "Real Estate  Investments and Accumulated  Depreciation."  In the
opinion of management, the properties are adequately covered by insurance.


<TABLE>
<CAPTION>
                                             Net Basis                              1997               Date
Property              Description           of Property          Debt            Property Tax       Acquired
--------              ------------         ---------------    -------------      ------------       ---------

Real Estate Investments:
<S>                   <C>                  <C>                <C>                 <C>                  <C>
Berkley Hills (1)     Apartments
Madison, TN           251 units            $     2,179,776    $   3,196,776       $   79,301           6/79

Cherry Hills (2)      Apartments
Wichita, KS           348 units                  4,145,555        4,476,064           83,675           6/80

Forest Park
  Village (3)         Apartments
Columbus, OH          376 units                  3,658,767        5,861,401          192,447           12/79

Heather Square        Apartments
Dallas, TX            288 units                  3,796,935        3,146,577          185,611           10/79

Lantern Tree (4)      Apartments
Omaha, NE             110 units                  1,364,137        2,322,124           63,017           7/79

Meridian West (5)     Apartments
Puyallup, WA          181 units                  2,171,233        3,238,834           81,018           1/80

Pennbrook (6)         Apartments
Dallas, TX            216 units                  3,046,493        3,131,813          153,697           1/80

Rockborough (7)       Apartments
Addison, TX           136 units                  2,070,859        2,137,093           80,568           1/80

Rolling Hills (8)     Apartments
Louisville, KY        400 units                  3,504,523        6,584,044           78,878           9/79
</TABLE>











<PAGE>

<TABLE>
<CAPTION>

                                             Net Basis                              1997               Date
Property              Description           of Property           Debt          Property Tax        Acquired
--------              -----------          ---------------    -------------    -------------        ---------
<S>                   <C>                  <C>                <C>              <C>                     <C>
Ruskin Place (9)      Apartments
Lincoln, NE           270 units            $     2,708,734    $   4,504,429    $     182,382           12/79

Westgate (10)         Apartments
Lansing, MI           264 units                  2,584,006        5,767,941          133,770           12/79

Williamsburg (11)     Apartments
Shreveport, LA        194 units                  2,188,418        2,630,548           76,802           12/79
                                            --------------     ------------     ------------

                                           $    33,419,436    $  46,997,644    $   1,391,166
                                            ==============     ============     ============

Asset Held for Sale:

Sheraton Hills        Apartments
Nashville, TN         272 units            $     3,009,553    $   2,747,663    $      98,043       6/79
                                            ==============     ============     ============
</TABLE>

----------------------------
Total:    Apartments  -  3,306 units

(1)        Berkley Hills  Apartments is owned by Berkley Hills  Associates which
           is wholly-owned by the Partnership and the General Partner.

(2)        Cherry  Hills  Apartments  is owned by Cherry  Hills  Fund IX Limited
           Partnership which is wholly-owned by the Partnership.

(3)        Forest Park Village Apartments is  owned  by  Forest  Park   Fund  IX
           Associates  Limited   Partnership  which  is   wholly-owned  by   the
           Partnership and the General Partner.

(4)        Lantern  Tree  Apartments  is owned by  Lantern  Tree Fund IX Limited
           Partnership which is wholly-owned by the Partnership.

(5)        Meridian  West  Apartments  is owned by Meridian West Fund IX Limited
           Partnership which is wholly-owned by the Partnership.

(6)        Pennbrook  Apartments  is owned  by Pennbrook  Fund  IX   Associates,
           L.P.   which  is  wholly-owned  by  the  Partnership  and the General
           Partner.

(7)        Rockborough  Apartments  is  owned  by   Rockborough  Fund IX Limited
           Partnership  which is  wholly-owned by  the Partnership.

(8)        Rolling Hills Apartments is owned by Rolling Hills Fund IX Associates
           L.P.  which  is  wholly-owned  by  the  Partnership  and  the General
           Partner.


<PAGE>
(9)        Ruskin Place  Apartments  is owned by Ruskin Place Fund IX Associates
           which is wholly-owned by the Partnership and the General Partner.

(10)       Westgate Apartments (formerly known as Sherwood Forest Apartments) is
           owned by Sherwood Forest Fund IX Associates  which is wholly-owned by
           the Partnership and the General Partner.

(11)       Williamsburg  Apartments is  owned  by  Williamsburg  Fund IX Limited
           Partnership which is wholly-owned by the Partnership.

The  following  table sets  forth the  properties'  occupancy  rate and rent per
square foot for each of the last five years:

<TABLE>
<CAPTION>
                                        1997           1996            1995           1994           1993
                                    -------------  -------------  --------------  -------------  --------
Real Estate Investments:

Berkley Hills
<S>                                       <C>            <C>            <C>            <C>             <C>
   Occupancy Rate............             94%            93%            98%            98%             98%
   Rent Per Square Foot......           $6.10          $5.94          $5.69          $5.35           $4.87

Cherry Hills
   Occupancy Rate............             98%            95%            89%            89%             81%
   Rent Per Square Foot......           $6.50          $6.21          $5.75          $5.80           $5.05

Forest Park Village
   Occupancy Rate............             90%            90%            85%            92%             91%
   Rent Per Square Foot......           $6.26          $6.24          $5.80          $5.57           $5.51

Heather Square
   Occupancy Rate............             98%            97%            99%            99%             97%
   Rent Per Square Foot......           $7.94          $7.60          $7.00          $6.61           $6.20

Lantern Tree
   Occupancy Rate............             91%            89%            99%            99%             96%
   Rent Per Square Foot......           $7.79          $7.61          $7.58          $7.07           $6.83

Meridian West
   Occupancy Rate............             93%            95%            93%            90%             92%
   Rent Per Square Foot......           $7.75          $7.39          $7.18          $6.99           $7.35

Pennbrook
   Occupancy Rate............             96%            97%            98%            94%             97%
   Rent Per Square Foot......           $8.43          $8.12          $7.62          $7.23           $7.03

Rockborough
   Occupancy Rate............             96%            99%            97%            99%             96%
   Rent Per Square Foot......           $8.42          $8.25          $7.80          $7.40           $7.00

Rolling Hills
   Occupancy Rate............             97%            95%            94%            97%             90%
   Rent Per Square Foot......           $4.92          $4.81          $4.66          $4.33           $3.95

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                       1997           1996            1995           1994           1993
                                    -------------  -------------  --------------  -------------  --------
Ruskin Place
<S>                                       <C>            <C>            <C>            <C>             <C>
   Occupancy Rate............             99%            94%            97%            96%             97%
   Rent Per Square Foot......           $7.20          $7.08          $6.78          $6.47           $6.26

Westgate
   Occupancy Rate............             92%            87%            86%            92%             94%
   Rent Per Square Foot......           $6.83          $6.52          $6.66          $6.51           $6.15

Williamsburg
   Occupancy Rate............             93%            92%            95%            99%             97%
   Rent Per Square Foot......           $6.41          $6.39          $6.22          $5.86           $5.41

Asset Held for Sale:

Sheraton Hills
   Occupancy Rate............             96%            90%            98%            97%             98%
   Rent Per Square Foot......           $6.26          $5.72          $5.53          $5.14           $4.85
</TABLE>

Occupancy rate  represents all units leased divided by the total number of units
of the  property  as of  December  31 of the given  year.  Rent per square  foot
represents all revenue,  except  interest,  derived from the property divided by
the leasable square footage of the property.

Competitive Conditions
----------------------

Real Estate Investments:

Berkley Hills Apartments
------------------------

A strong local economy has benefited Berkley Hills  Apartments.  Occupancy rates
are comparable with the property's competitors.  Capital improvements at Berkley
Hills have  allowed the  property to remain  competitive  with nearby  apartment
communities.  The  strong  local  economy,  and the  high  occupancy  rates  are
prompting new  construction in the area; but to date, the new  construction  has
not been located near Berkley  Hills,  and has been  targeted to upscale  single
residents while Berkley Hills targets middle class families and singles.

Cherry Hills Apartments
-----------------------

Cherry Hills Apartments is one of Wichita's finer apartment communities in terms
of interior and exterior  appearance.  The well-maintained  property's occupancy
rate is several  points  above the average  occupancy  rate of its  competitors.
Rental rates,  also,  have  typically  been higher than the rates charged by the
property's competitors.  The Wichita unemployment rate is at a record low level,
and all major employers are thriving,  providing a good economic setting for the
property.




<PAGE>
Forest Park Village Apartments
------------------------------

Forest Park Village  Apartments is currently in the midst of a five-year capital
improvement  program.  Exterior  renovations are largely complete,  and interior
upgrades are in process.  The capital program is needed to allow the property to
compete with numerous  other  apartment  communities  in the Northeast  Columbus
submarket.  Forest Park Village  represents a common  property in the submarket,
with no  distinguishing  characteristics  other than basements in all its units.
The submarket is very  competitive,  and many of the competing  properties  have
been renovated in the past few years.

Heather Square Apartments
-------------------------

Occupancy  rates at Heather  Square  Apartments  typically run 2 or 3 percentage
points above the market due to the excellent  curb appeal of the  property.  The
property also is able to command rental rates  slightly  higher than most of its
competition.  Competition is mixed in the Dallas  submarket where Heather Square
is located.  As long as the local economy remains strong, it is anticipated that
the property  will do well in  competition  with both older  properties  and new
construction  under  development.  Annual  absorption of apartment  units in the
property's submarket has roughly equaled newly constructed units in the past two
years.

Lantern Tree Apartments
-----------------------

Occupancy rates at Lantern Tree Apartments  stabilized in 1997 after  decreasing
in 1996. A new business park development is being  constructed just a few blocks
from the property.  Completion of the project toward the end of 1998 is expected
to improve Lantern Tree's  occupancy  rate.  Lantern Tree compares well with its
competition due to spacious and attractive floor plans. Lantern Tree's occupancy
rate usually exceeds its  competition's  occupancy rate. The property appeals to
single,  upper-middle class residents. The principal competitive disadvantage of
the  property  is its  location  which  is set back  from the main  thoroughfare
reducing its drive-by visibility.

Meridian West Apartments
------------------------

The economy in Meridian West Apartments' submarket continues to improve, leading
to improved operating results at the property. Vacancy losses decreased in 1997.
The property  implemented its first rate increase in several years in late 1997.
The  improved  cash flow is being  reinvested  in the  property  to improve  the
competitiveness  of the property.  Meridian West competes  primarily with better
quality apartment communities, and thus the Partnership generally expects rental
and occupancy rates lower than local market rates.











<PAGE>
Pennbrook Apartments
--------------------

The 96% occupancy  rate at Pennbrook  Apartments  exceeds the 94% average of the
Dallas submarket where the property is located.  Extensive capital  improvements
during  1991-1993 have  positioned the property to compete  effectively  for the
middle-class,  single residents that dominate its resident  profile.  The Dallas
market is  expected  to remain  strong.  For the past two years,  new  apartment
construction  has roughly  equaled the number of apartment units absorbed by the
market.  New  construction  is expected to modestly  exceed  absorption in 1998,
resulting  in some  downward  pressure  on rental  revenue,  but most of the new
construction will be for newer,  high-quality apartment communities,  and should
have little effect on Pennbrook.

Rockborough Apartments
----------------------

Rockborough  Apartments  boasts  excellent  curb  appeal,  which has enabled the
property to maintain  occupancy  levels a few  percentage  points  above the 94%
average occupancy for the property's submarket. Rockborough compares well to the
established  apartment communities in the area. There is new construction in the
area,  but  rental  rates are  substantially  higher  than the rates  charged at
Rockborough.  The  Dallas  area  economy  is  expected  to  remain  strong.  New
construction  is expected to modestly  exceed  absorption in 1998,  resulting in
some downward pressure on rental revenue.  However, most of the new construction
will be for high-quality apartment communities, and should have little effect on
Rockborough.

Rolling Hills Apartments
------------------------

The area  surrounding  Rolling Hills  Apartments is experiencing  strong growth.
Capital  improvements  at Rolling  Hills the past three years have  upgraded the
property to compete more effectively with the high-quality apartment communities
in the immediate area. Rolling Hills offers the largest floor plans in the area.
The unit interiors are being updated to better compete with the newer properties
in Rolling Hills'  submarket.  The property's  average occupancy rate is in line
with the  Louisville  market's 93% average,  but average  rental rates are lower
than market rates.  Rolling Hills is a good quality property  competing  against
properties of even better quality.

Ruskin Place Apartments
-----------------------

Ruskin Place  Apartments  has steadily  improved its  performance  over the past
several years despite competitive  pressures from newer apartment  properties in
the Lincoln market.  The newer  properties and new construction in progress have
put upward pressure on local rental rates. Ruskin Place Apartments has been able
to offer its units at  lower,  but still  rising  rental  rates.  This  trend is
expected  to  continue  given  the  population  increases  and  stable  economic
conditions in the local area.








<PAGE>
Westgate Apartments
-------------------

Westgate  Apartments  is in need of extensive  capital  improvements  to compete
effectively with other Lansing apartment properties.  The exterior and interiors
of the units are dated and  unattractive.  Occupancy  rates are  averaging  four
percentage  points below  competing  properties,  and rental rates are averaging
approximately  85% of the average rental rates charged by competing  properties.
Nine percent of Westgate's  units are three and four bedroom floor plans,  which
are the only  three and four  bedroom  units in the area.  The local  economy is
doing  very  well,  with  unemployment  at 2.6%.  The  property  also has a good
location in a desirable school district.

Williamsburg Apartments
-----------------------

Competition from new and refurbished  apartment  communities is putting pressure
on Williamsburg  Apartments' financial performance.  Although the occupancy rate
remains above the city-wide  average,  rental rate increases will be limited for
the next year or two. The property is in good condition, with only minor capital
improvements  needed.  The property offers attractive floor plans with interiors
that are being upgraded with new fixtures. Nearby Barksdale Air Force Base and a
growing gambling industry provide the employment base for many of the property's
tenants.

Asset Held for Sale:

Sheraton Hills Apartments
-------------------------

Sheraton Hills  Apartments has enjoyed an occupancy rate two to three percentage
points  greater than the Nashville  market in general.  The Nashville  apartment
market is overbuilt,  and  developers  are planning new  apartment  projects for
1998.   Although   Sheraton  Hills  will  not  compete  directly  with  the  new
construction,  the new  construction  will tend to slow the  increases in rental
rates that older  properties  may expect in coming  years.  Sheraton  Hills will
continue to focus on selected capital  improvements and its excellent reputation
for service that has promoted decreased tenant turnover.  On August 1, 1997, the
Partnership placed Sheraton Hills on the market for sale.

ITEM 3.   LEGAL PROCEEDINGS
-------   -----------------

The Partnership is not party to, nor are any of the Partnership's properties the
subject of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

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).
<PAGE>
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.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants  must  move,  answer or  otherwise  respond to the second
consolidated and amended complaint by June 30, 1998.

For a discussion of the Southmark bankruptcy, see Item 1 - Business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------  ---------------------------------------------------

None.

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND
-------  ------------------------------------------------------------
         RELATED SECURITY HOLDER MATTERS
         -------------------------------

(A)   There is no  established  public  trading  market for limited  partnership
      units, nor is one expected to develop.

(B)      Title of Class                           Number of Record Unit Holders
         --------------                           -----------------------------

         Limited partnership units                4,513 as of January 31, 1998






<PAGE>
(C)   The  Partnership  paid $2,749,992   of   distributions  to   the   limited
      partners in 1997. No such  distributions were paid in 1996 or 1995. During
      the last week of March 1998,  the  Partnership  distributed  approximately
      $2,300,000  to  limited  partners  of  record  as of  March 1,  1998.  The
      Partnership  accrued  distributions  of $1,137,022  and $1,133,561 for the
      benefit of the General  Partner for the years ended  December 31, 1997 and
      1996, respectively, of which $354,171 remains unpaid at December 31, 1997.
      These distributions  relate to the MID pursuant to the Amended Partnership
      Agreement.  See  Item  8  -  Note  2  -  "Transactions  with  Affiliates."
      Distributions  of MID are  expected to be paid to the  General  Partner in
      1998.  See Item 7 -  Management's  Discussion  and  Analysis of  Financial
      Condition  and Results of Operations  for a discussion  of the  likelihood
      that the Partnership will continue distributions to the limited partners.

ITEM 6. SELECTED FINANCIAL DATA
------- -----------------------

The  following  table sets forth a summary  of  certain  financial  data for the
Partnership.  This summary should be read in conjunction with the  Partnership's
financial  statements  and  notes  thereto  appearing  in  Item  8  -  Financial
Statements and Supplementary Data.

<TABLE>
<CAPTION>
Statements of                                                Years Ended December 31,
                                    --------------------------------------------------------------------------
Operations                              1997           1996            1995           1994           1993
------------------                  -------------  -------------  --------------  -------------  -------------
<S>                                 <C>            <C>            <C>             <C>            <C>
Rental revenue...............       $  19,947,518  $  19,732,110  $   19,123,434  $  18,202,306  $  17,215,644
Total revenue................          20,616,269     19,964,950      19,567,182     18,642,220     17,367,511
Net income (loss) before
 extraordinary items.........             977,262       (293,982)      (328,996)      (387,787)     (1,320,829)
Extraordinary items..........                   -              -               -              -        (31,055)
Net income (loss)............             977,262       (293,982)       (328,996)      (387,787)    (1,351,884)

Net income (loss) per limited
 partnership unit:
Net income (loss) before
extraordinary items..........       $        2.46  $      (13.21)  $       (9.19)  $      (9.21)  $     (19.30)
Extraordinary items..........                   -              -               -              -           (.28)
                                     ------------   ------------    ------------    -----------    -----------
Net income (loss)............       $        2.46  $      (13.21)  $       (9.19)  $      (9.21)  $     (19.58)
                                     ============   ============    ============    ===========    ===========
Distributions per limited
 partnership unit:...........       $       24.96  $           -   $           -   $          -   $          -
                                     ============   ============    ============    ===========    ===========

                                                                   December 31,
                                    --------------------------------------------------------------------------
Balance Sheets                          1997           1996            1995            1994           1993
--------------                      -------------  -------------   -------------   ------------   ------------

Real estate investments, net...    $   33,419,436  $  38,308,605   $  42,434,162   $ 42,830,552   $ 42,133,962
Asset held for sale............         3,009,553              -               -              -              -
Total assets...................        44,051,144     47,650,109      49,970,886     51,749,891     53,376,263
Mortgage notes payable, net....        49,745,307     50,600,006      51,390,822     52,098,952     52,610,769
Partners' deficit..............        (8,738,055)    (5,828,303)     (4,400,760)    (3,001,001)    (1,640,191)
</TABLE>
<PAGE>
See Item 7 -  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations.  The  Partnership  sold Westridge  Apartments on July 30,
1996.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-------   -----------------------------------------------------------
          AND RESULTS OF OPERATIONS
          -------------------------

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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing  real  properties.  At  the  end  of  1997,  the
Partnership  owned  thirteen  apartment  properties.  All of  the  Partnership's
properties are subject to mortgage notes.

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

1997 compared to 1996

Revenues:

Rental  revenue  increased  $215,408 or 1.1% in 1997 compared to rental  revenue
achieved in 1996.  Excluding rental revenue from Westridge  Apartments,  sold by
the Partnership on July 30, 1996, rental revenue  increased  $613,921 or 3.1% in
1997 compared to 1996.  Rental revenues  increased at 11 of the Partnership's 13
remaining  properties.  Rental  revenue was  unchanged  at Forest  Park  Village
Apartments  and  Williamsburg  Apartments  as the increases in base rental rates
were matched by comparable  increases in vacancy losses. Of the Partnership's 11
other  properties,  10 increased base rental rates an average of 3.5%.  Meridian
West Apartments did not increase base rental rates,  but rental revenue improved
as vacancy losses  decreased by 19.1%.  Improving  occupancy  rates also boosted
rental revenue at Cherry Hills Apartments, Lantern Tree Apartments, and Westgate
Apartments.

In 1997,  the  Partnership  incurred a gain on involuntary  conversion  totaling
$474,376  relating to a fire that destroyed  twelve  apartment units at Sheraton
Hills Apartments. No such gains were recorded in 1996.

Expenses:

Partnership  expenses  decreased  $619,925  or 3.1% in 1997  compared  to  1996.
However,  after  excluding  both the loss on sale of  Westridge  Apartments  and
expenses  associated  with operations at Westridge  Apartments  before its sale,
expenses  remained  virtually  unchanged in 1997 compared to 1996.  Decreases in
general and administrative expenses and general and administrative expenses paid
to affiliates were partially offset by increased property taxes.

Excluding  Westridge  Apartments  for 1996,  property  taxes for 1997  increased
$114,337 or 8.3% over property taxes for 1996. The increase was due to increases
assessed  valuation and tax rates in Dallas  County,  Texas,  where three of the
Partnership's properties are located.





<PAGE>
General and  administrative  expenses decreased $172,168 or 51%. The decrease is
attributable  to  costs  relating  to  the  evaluation  and   dissemination   of
information  with regards to an unsolicited  tender offer in 1996. No such costs
were incurred in 1997.  Decreased  tender offer costs were  partially  offset by
investor services expenses that were paid to a non-affiliate vendor beginning in
1997.  Prior to 1997,  investor  services  were  provided by an affiliate of the
General  Partner,  and the  related  expenses  were  reported  with  general and
administrative expenses paid to affiliates.

General and  administrative  expenses  paid to affiliates  decreased  $83,821 or
15.6%.  Such  expenses are  generally  charged based on the number of properties
under  management.  The sale of Westridge  Apartments  during  1996,  as well as
decreased expenses incurred by the affiliates,  both contributed to the decrease
in expenses paid to affiliates. Also contributing to the decrease in general and
administrative  expenses paid to affiliates was the reclassification of investor
services  expenses to general and  administrative  expenses as  discussed in the
preceding paragraph.

Due to the sale of  Westridge  Apartments  on July  30,  1996,  the  Partnership
recognized a $220,157 loss on sale of real estate in 1996.  No  properties  were
disposed of during 1997.

1996 compared to 1995

Revenues:

Rental  revenue  increased  $608,676 or 3.2% in 1996 compared to rental  revenue
achieved in 1995.  Excluding rental revenue from Westridge  Apartments,  sold by
the Partnership on July 30, 1996, rental revenue  increased  $881,595 or 4.8% in
1996 compared to 1995.  Rental revenues  increased at 11 of the Partnership's 13
remaining properties. Rental revenue was unchanged at Lantern Tree Apartments as
a 4%  increase  in base rental  rates was  matched by a  comparable  increase in
vacancy  losses.  Rental revenue  decreased  2.1% at Westgate  Apartments due to
increased vacancy losses at the Michigan property. Of the Partnership's 11 other
properties,  10  increased  base rental  rates an average of 4.7%.  Cherry Hills
Apartments did not increase base rental rates,  but rental  revenue  improved as
vacancy losses decreased by nearly half.  Improving occupancy rates also boosted
rental revenue at Forest Park Village  Apartments,  Heather  Square  Apartments,
Meridian West Apartments, Pennbrook Apartments, and Rockborough Apartments.

Expenses:

Partnership  expenses  increased  $362,754  or 1.8% in 1996  compared  to  1995.
However, after excluding both the loss on sale of Westridge Apartments,  and the
expenses  associated  with operations at Westridge  Apartments  before its sale,
expenses  increased  $381,881 or 2.0% in 1996  compared to 1995.  The  increased
expenses were concentrated in depreciation,  repair and maintenance, and general
and administrative expenses. These increases were partially offset by a decrease
in general and administrative expenses paid to affiliates.

Depreciation  expense  increased  $253,415  or 6.5% in 1996  compared  to  1995.
Excluding the effects of the sale of Westridge Apartments reveals an even larger
increase of $346,749 or 9.3%.  Increased  depreciation  expense is the result of
depreciation on the $2.4 million of new capital  improvements  placed in service
during 1996.  The capital  improvements  are  generally  depreciated  over lives
ranging from five to ten years.



<PAGE>
Repair and maintenance  expenses increased $244,052 or 10.3% in 1996 compared to
1995.  The increase is  attributable  to a $284,000  increase in floor  covering
replacements  during 1996.  Expenditures for floor covering  replacements during
1995 were large  enough to qualify for  capitalization  under the  Partnership's
capitalization  policy. Though still substantial,  such expenditures in 1996 did
not qualify for capitalization and were, accordingly, expensed.

General and administrative  expenses increased $42,123 or 14.2% in 1996 compared
to 1995. The  Partnership  incurred a $17,630  increase in costs relating to the
evaluation  and  dissemination  of  information  with regards to an  unsolicited
tender offer. An additional $20,000 was expended for appraisal fees.

Due to the sale of  Westridge  Apartments  on July  30,  1996,  the  Partnership
recognized a $220,157 loss on sale of real estate.  No properties  were disposed
of during 1995.

General and administrative expenses paid to affiliates decreased $196,189 or 27%
in 1996  compared to 1995.  Part of the decrease is due to the sale of Westridge
Apartments  during  the year,  but a greater  part of the  decrease  is due to a
reduced level of overhead expenses charged to the Partnership by affiliates.

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

During the three year period  ended  December 31, 1997,  the  Partnership's  net
income  totaled  $354,284.  During the same three year period,  the  Partnership
generated $12,788,743 of cash flow from operating  activities.  Cash provided by
operating  activities  increased  $807,127 or 19.9% in 1997  compared to 1996. A
7.2%  increase  in  property  taxes paid and  escrowed  was more than  offset by
decreases in cash paid to suppliers  and to affiliates as well as an increase in
cash received from tenants.

The  Partnership  continued to invest in capital  improvements at its properties
during 1997. The Partnership  invested $2,064,414 in capital improvements during
1997, a 13.9% decrease from the amount invested during 1996. These  expenditures
are necessary to allow the  Partnership's  aging  properties  to maintain  their
appeal to current and prospective  tenants. 27% of the capital expenditures were
used to  repair  damage  caused  by a fire at  Sheraton  Hills  Apartments.  The
Partnership received $546,069 in insurance reimbursements to offset these costs.
The Partnership has budgeted an additional  $1,579,000 for capital  improvements
in 1998.

The  Partnership received  $1,550,000  and $492,384 in proceeds from the sale of
Westridge  Apartments in 1997 and 1996, respectively.

Short-term liquidity:

At  December  31,  1997,  the  Partnership  held  cash and cash  equivalents  of
$3,330,836, up $329,315 from the balance at the end of 1996. The general partner
anticipates  that cash generated from operations  during 1998 will be sufficient
to fund the partnership's operating expenses, budgeted capital improvements, and
monthly debt service  requirements.  Cash reserves are adequate for  anticipated
operations during 1998.






<PAGE>
Though reduced in scope from amounts incurred in previous years, the Partnership
will  continue  to  invest  substantial  sums in  capital  improvements  for the
Partnership's  properties.  The Partnership has budgeted  $1,579,000 for capital
improvements for 1998. The General Partner  believes these capital  improvements
are necessary to allow the  Partnership  to increase its rental  revenues in the
competitive  markets  in  which  the  Partnership's  properties  operate.  These
expenditures  also allow the Partnership to reduce future repair and maintenance
expenses from amounts that would otherwise be incurred.

The Forest Park  Village  mortgage  note matured in January  1998.  On March 20,
1998, the  Partnership  refinanced the Forest Park Village  mortgage note with a
new  $5,925,000  mortgage note that matures on March 20, 2001.  The new mortgage
note bears interest at a variable rate equal to 1.75% plus the London  Interbank
Offered  Rate.  The only other  mortgage  note  maturing in 1998 is the Sheraton
Hills mortgage note,  which matures in October 1998. The General Partner intends
to resolve  the  Sheraton  Hills  mortgage  maturity by selling  Sheraton  Hills
Apartments.  The General Partner placed Sheraton Hills  Apartments on the market
for sale on August 1, 1997.  Initial  responses to the  Partnership's  marketing
efforts  would  seem  to  indicate  that  the  Partnership  will be able to sell
Sheraton Hills Apartments for an amount  sufficient to retire the Sheraton Hills
mortgage  note and to provide  additional  cash  reserves  for the  Partnership.
However,  the sale of  Sheraton  Hills  Apartments  is not  assured,  and if the
Partnership is unable to sell or otherwise refinance the Sheraton Hills mortgage
note,  the  Partnership's  investment in Sheraton Hills  Apartments  could be at
risk.

Long-term liquidity:

For the long term,  property operations will remain the primary source of funds.
In this regard, the General Partner expects that the approximately $8 million of
capital  improvements  made by the Partnership  during the past three years will
yield  improved cash flow from property  operations  in 1998.  Furthermore,  the
General  Partner has budgeted an additional  $1,579,000 of capital  improvements
for 1998.

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 from  affiliates  would be
provided in the future,  since  neither the General  Partner nor any  affiliates
have any obligation in this regard.

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or





<PAGE>
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

Income Allocations and Distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the General Partner,  respectively.  Therefore, for the years ended December 31,
1997,  1996  and  1995,  net  income  of  $706,613,   $1,161,697  and  $684,002,
respectively,  was  allocated  to the  General  Partner.  The  limited  partners
received  allocations  of  net  income  (loss)  of  $270,649,  $(1,455,679)  and
$(1,012,998) for the years ended December 31, 1997, 1996 and 1995, respectively.

With the exception of the MID,  distributions  to partners had been suspended as
part of the General  Partner's  policy of  maintaining  adequate cash  reserves.
However,  on February 28, 1997, the General  Partner  distributed  approximately
$2,250,000 to the limited  partners.  An additional  $500,000 was distributed on
September 16, 1997.  Approximately  $2,042,000 of the  distributions  represents
proceeds  from  the  sale of  Westridge  Apartments.  The  Partnership  plans to
distribute approximately $2,300,000 to limited partners of record as of March 1,
1998.  This  distribution  will be made from cash reserves and operations of the
Partnership.  The General Partner will continue to monitor the cash reserves and
working  capital  needs of the  Partnership  to  determine  when cash flows will
support additional distributions to the limited partners.

The  Partnership  paid  $903,815,  $1,370,360 and $879,994 of MID to the General
Partner  in 1997,  1996 and 1995,  respectively.  MID  payments  to the  General
Partner are  expected  to  continue  in 1998.  To the extent that cash flow from
operations  is  not  sufficient  to  fund  payments  of  MID  along  with  other
Partnership obligations, the Partnership will use its cash reserves to make such
payments.


<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------   -------------------------------------------

<TABLE>
<CAPTION>

                                                                                                      Page
                                                                                                      Number
                                                                                                      ------
INDEX TO FINANCIAL STATEMENTS

Financial Statements:

<S>                                                                                                      <C>
   Report of Independent Public Accountants.......................................                       18

   Balance Sheets at December 31, 1997 and 1996...................................                       19

   Statements of Operations for each of the three years in the period
      ended December 31, 1997.....................................................                       20

   Statements of Partners' Deficit for each of the three years in the
      period ended December 31, 1997..............................................                       21

   Statements of Cash Flows for each of the three years in the
      period ended December 31, 1997..............................................                       22

   Notes to Financial Statements..................................................                       24

   Financial Statement Schedule:

      Schedule III - Real Estate Investments and Accumulated
         Depreciation.............................................................                       39
</TABLE>




All other schedules are omitted because they are not applicable or the financial
information  required  is  included  in the  financial  statements  or the notes
thereto.


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Partners of
McNeil Real Estate Fund IX, Ltd.:


We have audited the  accompanying  balance sheets of McNeil Real Estate Fund IX,
Ltd. (a California  limited  partnership)  as of December 31, 1997 and 1996, and
the related statements of operations,  partners' deficit and cash flows for each
of the three  years in the period  ended  December  31,  1997.  These  financial
statements  and the  schedule  referred to below are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements and the schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of McNeil Real Estate Fund IX,
Ltd. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The  schedule  listed  in the index to
financial  statements is presented for purposes of complying with the Securities
and  Exchange  Commission's  rules  and  is not  part  of  the  basic  financial
statements.  This schedule has been subjected to the auditing procedures applied
in our audits of the basic  financial  statements  and, in our  opinion,  fairly
states in all material  respects  the  financial  data  required to be set forth
therein in relation to the basic financial statements taken as a whole.


/s/  Arthur Andersen LLP


Dallas, Texas
    March 20, 1998



<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                        ----------------------------------
                                                                            1997                 1996
                                                                        --------------      --------------
ASSETS
------

Real estate investments:
<S>                                                                     <C>                 <C>
   Land.....................................................            $    6,074,303      $    6,370,834
   Buildings and improvements...............................                76,812,085          81,666,317
                                                                         -------------       -------------
                                                                            82,886,388          88,037,151
   Less:  Accumulated depreciation..........................               (49,466,952)        (49,728,546)
                                                                         -------------       -------------
                                                                            33,419,436          38,308,605

Asset held for sale.........................................                 3,009,553                   -

Cash and cash equivalents...................................                 3,330,836           3,001,521
Cash segregated for security deposits.......................                   622,602             571,749
Accounts receivable.........................................                    92,135              59,871
Insurance proceeds receivable...............................                         -             562,560
Mortgage note receivable....................................                         -           1,550,000
Prepaid expenses and other assets...........................                   181,856             214,497
Escrow deposits.............................................                 1,663,701           1,401,648
Deferred borrowing costs, net of accumulated
   amortization of $1,144,486 and $895,853 at
   December 31, 1997 and 1996, respectively.................                 1,731,025           1,979,658
                                                                         -------------       -------------

                                                                        $   44,051,144      $   47,650,109
                                                                         =============       =============
LIABILITIES AND PARTNERS' DEFICIT
---------------------------------

Mortgage notes payable, net.................................            $   49,745,307      $   50,600,006
Accounts payable............................................                    99,710                   -
Accrued property taxes......................................                 1,136,213             928,103
Accrued interest............................................                   361,422             368,556
Other accrued expenses......................................                   251,555             271,227
Deferred gain on involuntary conversion.....................                         -             474,376
Payable to affiliates - General Partner.....................                   591,289             279,716
Security deposits and deferred rental revenue...............                   603,703             556,428
                                                                         -------------       -------------
                                                                            52,789,199          53,478,412
                                                                         -------------       -------------
Partners' deficit:
   Limited partners - 110,200 limited partnership
     units authorized, 110,170 limited partnership
     units issued and outstanding...........................                (5,509,025)         (3,029,682)
   General Partner..........................................                (3,229,030)         (2,798,621)
                                                                         -------------       -------------
                                                                            (8,738,055)         (5,828,303)
                                                                         -------------       -------------

                                                                        $   44,051,144      $   47,650,109
                                                                         =============       =============
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                        1997               1996               1995
                                                   --------------     --------------    ---------------
Revenue:
<S>                                                <C>                <C>               <C>
   Rental revenue..........................        $   19,947,518     $   19,732,110    $    19,123,434
   Interest................................               194,375            232,840            246,964
   Gain on legal settlement................                     -                  -             70,817
   Gain on involuntary conversions.........               474,376                  -            125,967
                                                    -------------      -------------     --------------
     Total revenue.........................            20,616,269         19,964,950         19,567,182
                                                    -------------      -------------     --------------

Expenses:
   Interest................................             4,776,243          4,796,060          4,856,024
   Depreciation............................             3,944,030          4,173,260          3,919,845
   Property taxes..........................             1,489,209          1,392,027          1,436,453
   Personnel expenses......................             2,419,481          2,437,597          2,511,799
   Repairs and maintenance.................             2,697,986          2,621,322          2,377,270
   Property management fees -
     affiliates............................               992,361            978,168            946,627
   Utilities...............................             1,630,672          1,634,169          1,556,159
   Other property operating expenses.......             1,069,019          1,130,177          1,261,940
   General and administrative..............               166,130            338,298            296,175
   General and administrative -
     affiliates............................               453,876            537,697            733,886
   Loss on sale of real estate.............                     -            220,157                  -
                                                    -------------      -------------     --------------
     Total expenses........................            19,639,007         20,258,932         19,896,178
                                                    -------------      -------------     --------------

Net income (loss)..........................        $      977,262     $     (293,982)   $      (328,996)
                                                    =============      =============     ==============

Net income (loss) allocated to limited
   partners................................        $      270,649     $   (1,455,679)   $    (1,012,998)
Net income allocated to the
   General Partner.........................               706,613          1,161,697            684,002
                                                    -------------      -------------     --------------

Net income (loss)..........................        $      977,262     $     (293,982)   $      (328,996)
                                                    =============      =============     ==============

Net income (loss) per limited
   partnership unit........................        $         2.46     $       (13.21)   $         (9.19)
                                                    =============      =============     ==============

Distributions per limited partnership
   unit....................................        $        24.96     $            -    $             -
                                                    =============      =============     ==============

</TABLE>
                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                         STATEMENTS OF PARTNERS' DEFICIT

              For the Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                                                                     Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners               Deficit
                                                 ----------------        ----------------      ----------------
<S>                                              <C>                     <C>                   <C>
Balance at December 31, 1994..............       $    (2,439,996)        $      (561,005)      $    (3,001,001)

Net income (loss).........................               684,002              (1,012,998)             (328,996)

Management Incentive Distribution.........            (1,070,763)                      -            (1,070,763)
                                                  --------------          --------------        --------------

Balance at December 31, 1995..............            (2,826,757)             (1,574,003)           (4,400,760)

Net income (loss).........................             1,161,697              (1,455,679)             (293,982)

Management Incentive Distribution.........            (1,133,561)                      -            (1,133,561)
                                                  --------------          --------------        --------------

Balance at December 31, 1996..............            (2,798,621)             (3,029,682)           (5,828,303)

Net income ...............................               706,613                 270,649               977,262

Management Incentive Distribution.........            (1,137,022)                      -            (1,137,022)

Distributions to limited partners.........                     -              (2,749,992)           (2,749,992)
                                                  --------------          --------------        --------------

Balance at December 31, 1997..............       $    (3,229,030)        $    (5,509,025)      $    (8,738,055)
                                                  ==============          ==============        ==============
</TABLE>


                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                            STATEMENTS OF CASH FLOWS

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1997               1996               1995
                                                   --------------     --------------    ---------------
Cash flows from operating activities:
<S>                                                <C>                <C>               <C>
   Cash received from tenants..............        $   19,915,413     $   19,717,808    $    19,040,536
   Cash received from legal settlement.....                     -                  -             70,817
   Cash paid to suppliers..................            (7,954,190)        (8,488,048)        (7,922,261)
   Cash paid to affiliates.................            (1,367,871)        (1,507,719)        (1,671,044)
   Interest received.......................               194,375            232,840            246,964
   Interest paid...........................            (4,485,836)        (4,557,296)        (4,542,671)
   Property taxes paid and escrowed........            (1,446,817)        (1,349,638)        (1,336,619)
                                                    -------------      -------------     --------------
Net cash provided by operating
   activities..............................             4,855,074          4,047,947          3,885,722
                                                    -------------      -------------     --------------

Cash flows from investing activities:
   Additions to real estate
     investments...........................            (2,064,414)        (2,398,428)        (3,582,582)
   Insurance proceeds from fire and
     hail damage...........................               546,069                  -            185,094
   Proceeds from sale of real estate.......                     -          2,042,384                  -
   Mortgage note receivable................             1,550,000         (1,550,000)                 -
                                                    -------------      -------------     --------------
Net cash provided by (used in)
   investing activities....................                31,655         (1,906,044)        (3,397,488)
                                                    -------------      -------------     --------------

Cash flows from financing activities:
   Principal payments on mortgage
     notes payable.........................              (903,607)          (829,604)          (748,502)
   Management Incentive Distribution.......              (903,815)        (1,370,360)          (879,994)
   Distributions to limited partners.......            (2,749,992)                 -                  -
                                                    -------------      -------------     --------------
Net cash used in financing
   activities..............................            (4,557,414)        (2,199,964)        (1,628,496)
                                                    -------------      -------------     --------------

Net increase (decrease) in cash
   and cash equivalents....................               329,315            (58,061)        (1,140,262)

Cash and cash equivalents at
   beginning of year.......................             3,001,521          3,059,582          4,199,844
                                                    -------------      -------------     --------------

Cash and cash equivalents at end
   of year.................................        $    3,330,836     $    3,001,521    $     3,059,582
                                                    =============      =============     ==============
</TABLE>

See discussion of noncash investing activity in Note 6 - "Sale of Real Estate."

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                            STATEMENTS OF CASH FLOWS

                     Reconciliation of Net Income (Loss) to
                    Net Cash Provided by Operating Activities

<TABLE>
<CAPTION>
                                                           For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                       1997               1996               1995
                                                   --------------     ---------------   ---------------
<S>                                                <C>                <C>               <C>
Net income (loss)..........................        $      977,262     $     (293,982)   $     (328,996)
                                                    -------------      -------------     -------------

Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation............................             3,944,030          4,173,260          3,919,845
   Amortization of discounts on
     mortgage notes payable................                48,908             38,788             40,372
   Amortization of deferred borrowing
     costs.................................               248,633            206,160            201,762
   Gain on involuntary conversions.........              (474,376)                 -           (125,967)
   Loss on sale of real estate.............                     -            220,157                  -
   Changes in assets and liabilities:
     Cash segregated for security
       deposits............................               (50,853)           (37,140)           (39,808)
     Accounts receivable...................               (32,264)            54,496            (49,903)
     Insurance proceeds receivable.........                16,491                  -                  -
     Prepaid expenses and other
       assets..............................                32,641              9,462            (12,693)
     Escrow deposits.......................              (262,053)            16,741            142,995
     Accounts payable......................                99,710           (266,777)          (147,117)
     Accrued property taxes................               208,110            (34,148)            27,518
     Accrued interest......................                (7,134)            (6,184)            71,219
     Other accrued expenses................               (19,672)           (34,795)           113,070
     Payable to affiliates - General
       Partner.............................                78,366              8,146              9,469
     Security deposits and deferred
       rental revenue......................                47,275             (6,237)            63,956
                                                    -------------      -------------     --------------

         Total adjustments.................             3,877,812          4,341,929          4,214,718
                                                    -------------      -------------     --------------

Net cash provided by operating
     activities............................        $    4,855,074     $    4,047,947    $     3,885,722
                                                    =============      =============     ==============
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1997


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

Organization

McNeil Real Estate Fund IX, Ltd.  (the  "Partnership")  was  organized on May 1,
1978 as a limited  partnership  under the provisions of the  California  Uniform
Limited  Partnership  Act.  The  general  partner of the  Partnership  is McNeil
Partners  L.P. (the  "General  Partner"),  a Delaware  limited  partnership,  an
affiliate of Robert A.  McNeil.  The  Partnership  is governed by an amended and
restated partnership agreement dated November 12, 1991, as amended (the "Amended
Partnership Agreement"). The principal place of business for the Partnership and
the General Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

The Partnership is engaged in real estate  activities,  including the ownership,
operation  and  management  of  residential  real  estate and other real  estate
related assets. At December 31, 1997, the Partnership owned 13  income-producing
properties as described in Note 4 - "Real Estate Investments."

Pursuant  to the  Partnership's  previously  announced  liquidation  plans,  the
Partnership  has recently  retained  PaineWebber,  Incorporated as its exclusive
financial  advisor  to  explore  alternatives  to  maximize  the  value  of  the
Partnership.  The  alternatives  being  considered by the  Partnership  include,
without limitation,  a transaction in which limited partnership interests in the
Partnership  are converted into cash. The General  Partner of the Partnership or
entities or persons  affiliated with the General Partner will not be involved as
a purchaser in any of the transactions  contemplated above. Any transaction will
be subject to certain conditions  including (i) approval by the limited partners
of the Partnership, and (ii) receipt of an opinion from an independent financial
advisory  firm  as  to  the  fairness  of  the  consideration  received  by  the
Partnership  pursuant to such  transaction.  Finally,  there can be no assurance
that any transaction will be consummated, or as to the terms thereof.

Basis of Presentation
---------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles ("GAAP").  The preparation of financial
statements in conformity  with GAAP  requires  management to make  estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

The  Partnership's  financial  statements  include  the  accounts  of  the  tier
partnerships listed on the next page for the years ended December 31, 1997, 1996
and 1995.  These single asset tier  partnerships  were formed to accommodate the
refinancings  of  the  related   properties.   The  ownership  interest  of  the
Partnership and the General Partner in each tier  partnership is detailed below.
The Partnership retains effective control of each tier partnership.  The General
Partner's  minority  interest is not presented  because it is either negative or
immaterial.
<PAGE>
<TABLE>
<CAPTION>
                                                                            % of Ownership Interest
   Tier Partnership                                                    Partnership     General Partner
   ----------------                                                    -----------     ---------------

   Limited partnerships:
<S>                                                                          <C>               <C>
     Cherry Hills Fund IX Limited Partnership (a) ................           100%               -
     Forest Park Fund IX Associates Limited Partnership (b).......            99                1%
     Lantern Tree Fund IX Limited Partnership (a) ................           100                -
     Meridian West Fund IX Limited Partnership (a)................           100                -
     Pennbrook Fund IX Associates, L.P............................            99                1
     Rockborough Fund IX Limited Partnership (a)..................           100                -
     Rolling Hills Fund IX Associates, L.P........................            99                1
     Williamsburg Fund IX Limited Partnership (a).................           100                -

   General partnerships:
     Berkley Hills Associates.....................................            99                1
     Ruskin Place Fund IX Associates..............................            99                1
     Sherwood Forest Fund IX Associates...........................            99                1
</TABLE>

(a)  The general partner of these partnerships  is a corporation  whose stock is
     100% owned by the Partnership.

(b)  Forest Park Fund IX  Associates  Limited  Partnership  assigned  all of its
     interest and rights to the Partnership on December 22, 1992.

Real Estate Investments
-----------------------

Real estate investments are generally stated at the lower of depreciated cost or
fair value. Real estate investments are reviewed for impairment  whenever events
or changes in  circumstances  indicate  that their  carrying  amounts may not be
recoverable.  When the  carrying  value  of a  property  exceeds  the sum of all
estimated  future cash flows, an impairment loss is recognized.  At such time, a
write-down is recorded to reduce the basis of the property to its estimated fair
value.

The  Partnership's  method  of  accounting  for real  estate  investments  is in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS 121"),  which the Partnership  adopted effective January 1, 1996. The
adoption  of  SFAS  121 did  not  have a  material  impact  on the  accompanying
financial statements.

Improvements and betterments are capitalized and expensed  through  depreciation
charges. Repairs and maintenance are charged to operations as incurred.

Asset Held for Sale
-------------------

The asset held for sale is stated at the lower of depreciated cost or fair value
less costs to sell.  Depreciation ceased at the time the asset was placed on the
market for sale.



<PAGE>
Depreciation
------------

Buildings and improvements are depreciated using the  straight-line  method over
the estimated useful lives of the assets, ranging from 3 to 32 years.

Cash and Cash Equivalents
-------------------------

Cash  and  cash  equivalents  include  cash on hand  and  cash on  deposit  with
financial  institutions  with  original  maturities  of  three  months  or less.
Carrying amounts for cash and cash equivalents approximate fair value.

Escrow Deposits
---------------

The  Partnership is required to maintain  escrow accounts in accordance with the
terms of various  mortgage  agreements.  These escrow accounts are controlled by
the  mortgagee  and are used for payment of property  taxes,  hazard  insurance,
capital improvements and/or property  replacements.  Carrying amounts for escrow
deposits approximate fair value.

Deferred Borrowing Costs
------------------------

Loan fees and other related costs incurred to obtain long-term financing on real
property are  capitalized  and amortized  using a method that  approximates  the
effective  interest method over the terms of the related mortgage notes payable.
Amortization of deferred  borrowing costs is included in interest expense on the
Statements of Operations.

Discounts on Mortgage Notes Payable
-----------------------------------

Discounts on mortgage  notes payable are amortized  over the remaining  terms of
the related mortgage notes using the effective interest method.  Amortization of
discounts  on mortgage  notes  payable is  included  in interest  expense on the
Statements of Operations.

Rental Revenue
--------------

The Partnership leases its properties under short-term  operating leases.  Lease
terms generally are less than one year in duration. Rental revenue is recognized
as earned.

Income Taxes
------------

No provision for Federal  income taxes is necessary in the financial  statements
of the  Partnership  because,  as a  partnership,  it is not  subject to Federal
income tax and the tax effect of its  activities  accrues to the  partners.  See
Note 3 - "Taxable Loss."






<PAGE>
Allocation of Net Income and Net Loss
-------------------------------------

The Amended  Partnership  Agreement  provides  for net income or net loss of the
Partnership for both financial statement and income tax reporting purposes to be
allocated as indicated below. For allocation  purposes,  net income and net loss
of the Partnership are determined prior to deductions for depreciation.

(a)     First,  5% of  all deductions  for  depreciation  shall  be allocated to
        the  General  Partner,  and 95% of all deductions for depreciation shall
        be allocated to the limited partners;

(b)     then,  an  amount  of net  income  equal  to the  cumulative  amount  of
        Management  Incentive  Distribution  ("MID") paid to the General Partner
        for  which  no  income  has  previously  been  allocated  (see  Note 2 -
        "Transactions  with  Affiliates")  shall  be  allocated  to the  General
        Partner;  however,  if all or a portion of the MID  consists  of limited
        partnership  units  ("Units"),  the amount of net income so allocated to
        the  General  Partner  shall be equal to the amount of cash the  General
        Partner would have otherwise received;

(c)     then, any remaining net income shall be allocated to the General Partner
        and to the  limited  partners  so that the total  amount  of net  income
        allocated to the General  Partner  pursuant to  paragraph  (b) above and
        this  paragraph  (c),  and to the  limited  partners  pursuant  to  this
        paragraph  (c),  shall be in the ratio of 5% to the General  Partner and
        95% to the limited partners.

(d)     Net loss  shall be allocated  95% percent to the limited partners and 5%
        to the General Partner.

Federal  income tax law provides  that the  allocation of loss to a partner will
not be  recognized  unless the  allocation  is in  accordance  with a  partner's
interest in the partnership or the allocation has substantial  economic  effect.
Internal  Revenue  Code Section  704(b) and  accompanying  Treasury  Regulations
establish  criteria for  allocations of Partnership  deductions  attributable to
debt. The  Partnership's  tax allocations for 1997, 1996 and 1995 have been made
in accordance with these provisions.

Distributions
-------------

Pursuant to the Amended Partnership  Agreement and at the sole discretion of the
General  Partner,  distributions  during  each  taxable  year  shall  be made as
follows:

(a)      first, to the General Partner, an amount equal to the MID; and

(b)      any remaining distributable cash, as defined, shall be distributed 100%
         to the limited partners.









<PAGE>
The  Partnership  paid  distributions  of $2,749,992 to the limited  partners in
1997. No  distributions  were paid to the limited  partners in 1996 or 1995. The
Partnership  paid  or  accrued  distributions  of  $1,137,022,   $1,133,561  and
$1,070,763  for the benefit of the General  Partner for the years ended December
31, 1997, 1996 and 1995, respectively.  These distributions are the MID pursuant
to the  Amended  Partnership  Agreement.  The  General  Partner  has  waived the
collection  terms of  reimbursable  expenses  and MID,  and has  elected for the
Partnership  to pay  limited  partner  distributions  before the payment of such
amounts. During the last week of March 1998, the Partnership plans to distribute
approximately $2,300,000 to limited partners of record as of March 1, 1998.

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 weighted average number
of Units  outstanding.  Per Unit  information has been computed based on 110,170
Units outstanding in 1997, 1996, and 1995.

NOTE 2 - TRANSACTIONS WITH AFFILIATES
-------------------------------------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts of the Partnership's properties to McNeil Real Estate Management,  Inc.
("McREMI"),  an  affiliate  of  the  General  Partner,  for  providing  property
management and leasing services for the Partnership's properties.

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

Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
MID to the General Partner.  The maximum MID is calculated as 1% of the tangible
asset value of the Partnership.  The maximum MID percentage decreases subsequent
to 1999.  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
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 MID will be paid to the  extent of the  lesser of the  Partnership's  excess
cash flow as defined,  or net  operating  income,  as defined (the  "Entitlement
Amount"),  and may be paid (i) in cash, unless there is insufficient cash to pay
the  distribution  in which event any unpaid  portion not taken in Units will be
deferred and is payable,  without interest, from the first available cash and/or
(ii) in Units.  A maximum of 50% of the MID may be paid in Units.  The number of
Units  issued in payment  of the MID is based on the  greater of $50 per Unit or
the net tangible asset value, as defined,  per Unit. During 1997, 1996 and 1995,
no Units were issued as payment for the MID.










<PAGE>
During  1991,  the  Partnership  amended  its  capitalization  policy  and began
capitalizing  certain costs of improvements  and betterments that under policies
of  prior  management  had been  expensed  when  incurred.  The  purpose  of the
amendment was to more properly recognize items which were capital in nature. The
effect of the amendment  standing alone was evaluated at the time the change was
made and  determined  not to be  material  to the  financial  statements  of the
Partnership  in 1991,  nor was it expected  to be  material in any future  year.
However,  the amendment  can have a material  effect on the  calculation  of the
Entitlement   Amount  which  determines  the  amount  of  MID  earned.   Capital
improvements  are  excluded  from cash flow,  as defined.  The  majority of base
period cash flow was measured under the previous  capitalization  policy,  while
incentive  period cash flow is determined  using the amended  policy.  Under the
amended policy,  more items are capitalized,  and cash flow increases.  Had base
period cash flow been measured on a basis  comparable with incentive period cash
flow,  MID for the year ended  December  31,  1995  would  have been  reduced by
$111,248.  The amendment of the capitalization  policy did not materially affect
the MID for 1997 or 1996 because the  Entitlement  Amount was  sufficient to pay
the MID notwithstanding the amendment to the capitalization policy.

Any  amount of the MID which is paid to the  General  Partner  in Units  will be
treated as if cash is distributed to the General Partner and is then contributed
to the Partnership by the General Partner. The MID represents a return of equity
to the General Partner for increasing cash flow, as defined,  and accordingly is
treated as a distribution.

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

                                              For the Years Ended December 31,
                                          --------------------------------------
                                             1997           1996        1995
                                          -----------   ----------   -----------

Property management fees -
   affiliates.........................    $   992,361   $   978,168  $   946,627
Charged to general and
   administrative - affiliates:
   Partnership administration.........        453,876       537,697      733,886
                                           ----------    ----------   ----------

                                          $ 1,446,237   $ 1,515,865  $ 1,680,513
                                           ==========    ==========   ==========

Charged to General Partner's deficit:
   Management Incentive Distribution..    $ 1,137,022   $ 1,133,561  $ 1,070,763
                                           ==========    ==========   ==========

Payable to  affiliates - General  Partner at December  31,  1997,  1996 and 1995
consists of MID,  reimbursable costs and property  management fees which are due
and  payable  from  current  operations.  The  General  Partner  has  waived the
collection  terms of  reimbursable  expenses  and MID,  and has  elected for the
Partnership  to pay  limited  partner  distributions  before the payment of such
amounts.






<PAGE>
NOTE 3 - TAXABLE LOSS
---------------------

McNeil Real Estate Fund IX, Ltd. is a partnership  and is not subject to Federal
and state income taxes.  Accordingly,  no  recognition  has been given to income
taxes in the  accompanying  financial  statements of the  Partnership  since the
income or loss of the  Partnership  is to be  included in the tax returns of the
individual  partners.  The  tax  returns  of  the  Partnership  are  subject  to
examination by Federal and state taxing authorities. If such examinations result
in  adjustments  to  distributive  shares of  taxable  income  or loss,  the tax
liability of the partners could be adjusted accordingly.

The  Partnership's  net assets and liabilities for tax purposes exceeded the net
assets and liabilities for financial  reporting purposes by $10,256,886 in 1997,
$9,965,434 in 1996 and $9,613,062 in 1995.

NOTE 4 - REAL ESTATE INVESTMENTS
--------------------------------

The  basis  and  accumulated  depreciation  of  the  Partnership's  real  estate
investments at December 31, 1997 and 1996 are set forth in the following tables:

<TABLE>
<CAPTION>
                                                   Buildings and        Accumulated          Net Book
       1997                         Land           Improvements         Depreciation           Value
       ----                    --------------      --------------     ----------------    ---------------
<S>                            <C>                 <C>                <C>                 <C>
Berkley Hills
   Madison, TN                 $      246,988      $    6,220,925     $    (4,288,137)    $     2,179,776
Cherry Hills
   Wichita, KS                        514,205           9,077,853          (5,446,503)          4,145,555
Forest Park Village
   Columbus, OH                       716,395           9,476,403          (6,534,031)          3,658,767
Heather Square
   Dallas, TX                         853,746           7,532,362          (4,589,173)          3,796,935
Lantern Tree
   Omaha, NE                          217,809           3,419,718          (2,273,390)          1,364,137
Meridian West
   Puyallup, WA                       253,167           4,935,765          (3,017,699)          2,171,233
Pennbrook
   Dallas, TX                         692,515           6,277,433          (3,923,455)          3,046,493
Rockborough
   Addison, TX                        427,932           3,894,836          (2,251,909)          2,070,859
Rolling Hills
   Louisville, KY                     557,249           9,010,108          (6,062,834)          3,504,523
Ruskin Place
   Lincoln, NE                        920,061           5,296,955          (3,508,282)          2,708,734
Westgate
   Lansing, MI                        390,482           6,341,774          (4,148,250)          2,584,006
Williamsburg
   Shreveport, LA                     283,754           5,327,953          (3,423,289)          2,188,418
                                -------------       -------------       -------------       -------------

                               $    6,074,303      $   76,812,085      $  (49,466,952)     $   33,419,436
                                =============       =============       =============       =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                   Buildings and        Accumulated           Net Book
       1996                         Land           Improvements         Depreciation            Value
       ----                    --------------      --------------     ----------------     --------------

<S>                            <C>                 <C>                <C>                  <C>
Berkley Hills                  $      246,988      $    6,067,612     $    (3,965,414)     $    2,349,186
Cherry Hills                          514,205           8,867,317          (5,049,666)          4,331,856
Forest Park Village                   716,395           9,211,812          (6,046,027)          3,882,180
Heather Square                        853,746           7,432,783          (4,243,663)          4,042,866
Lantern Tree                          217,809           3,356,298          (2,102,815)          1,471,292
Meridian West                         253,167           4,880,604          (2,789,274)          2,344,497
Pennbrook                             692,515           6,188,400          (3,621,595)          3,259,320
Rockborough                           427,932           3,737,808          (2,062,361)          2,103,379
Rolling Hills                         557,249           8,777,777          (5,546,753)          3,788,273
Ruskin Place                          920,061           5,066,855          (3,243,658)          2,743,258
Sheraton Hills (a)                    296,531           6,547,390          (4,057,852)          2,786,069
Westgate                              390,482           6,304,118          (3,833,520)          2,861,080
Williamsburg                          283,754           5,227,543          (3,165,948)          2,345,349
                                -------------       -------------       -------------       -------------

                               $    6,370,834      $   81,666,317      $  (49,728,546)     $   38,308,605
                                =============       =============       =============       =============
</TABLE>

(a)    On August 1, 1997, the General Partner placed Sheraton Hills  Apartments,
       located in  Nashville,  Tennessee,  on the market for sale.  Accordingly,
       Sheraton Hills  Apartments is classified as an asset held for sale on the
       Partnership's  December  31, 1997  balance  sheet.  The net book value of
       Sheraton Hills Apartments is $3,009,553 at December 31, 1997.

The results of operations for Sheraton Hills Apartments are $797,974,  $146,983,
and $154,785 for 1997,  1996 and 1995,  respectively.  Results of operations are
operating  revenues  including  gain on involuntary  conversion,  less operating
expenses including depreciation and interest expense.

NOTE 5 - MORTGAGE NOTES PAYABLE
-------------------------------

The table below sets forth the  mortgage  notes  payable of the  Partnership  at
December  31,  1997 and 1996.  All  mortgage  notes are  secured by real  estate
investments.

<TABLE>
<CAPTION>
                           Mortgage           Annual           Monthly
                             Lien            Interest         Payments/                   December 31,
Property                 Position (a)         Rates %     Maturity Date (g)         1997               1996
--------                 ------------         -------     -----------------   ---------------     --------------
<S>                      <C>                  <C>          <C>       <C>      <C>                 <C>
Berkley Hills            First                8.750        $26,005   12/23    $     3,196,776     $    3,227,638
                                                                               --------------      -------------

Cherry Hills (e)         First                8.150         39,353   07/03          4,563,841          4,659,767
                         Discount (b)                                                 (87,777)          (102,442)
                                                                                -------------      -------------
                                                                                    4,476,064          4,557,325
                                                                                -------------      -------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                           Mortgage           Annual           Monthly
                             Lien            Interest         Payments/                   December 31,
Property                 Position (a)         Rates %     Maturity Date (g)         1997               1996
--------                 ------------         -------     -----------------   ---------------     --------------
<S>                      <C>                  <C>           <C>      <C>            <C>                <C>
Forest Park Village (f)  First                9.125        $59,732   02/98    $     5,861,401          6,034,650
                                                                                -------------      -------------

Heather Square           First                9.625         38,250   03/09          3,146,577          3,294,874
                                                                                -------------      -------------

Lantern Tree (e)         First                8.150         20,416   07/03          2,367,704          2,417,470
                         Discount (b)                                                 (45,580)           (53,147)
                                                                                -------------      -------------
                                                                                    2,322,124          2,364,323
                                                                                -------------      -------------

Meridian West (e)        First                8.150         28,471   07/03          3,301,837          3,371,237
                         Discount (b)                                                 (63,003)           (74,114)
                                                                                -------------      -------------
                                                                                    3,238,834          3,297,123
                                                                                -------------      -------------

Pennbrook                First                9.450         27,209   02/00          3,131,813          3,160,860
                                                                                -------------      -------------

Rockborough (e)          First                8.150         18,789   07/03          2,179,027          2,224,827
                         Discount (b)                                                 (41,934)           (48,911)
                                                                                -------------      -------------
                                                                                    2,137,093          2,175,916
                                                                                -------------      -------------

Rolling Hills            First                9.250         55,389   11/24          6,584,044          6,637,002
                                                                                -------------      -------------

Ruskin Place             First                8.750         36,348   10/24          4,504,429          4,544,544
                                                                                -------------      -------------

Sheraton Hills (c)       First                 (d)           (d)     10/98          2,747,663          2,794,397
                                                                                -------------      -------------

Westgate                 First                8.000         44,114   09/23          5,767,941          5,833,019
                                                                                -------------      -------------

Williamsburg (e)         First                8.150         23,128   07/03          2,682,164          2,738,540
                         Discount (b)                                                 (51,616)           (60,205)
                                                                              ---------------      -------------
                                                                                    2,630,548          2,678,335
                                                                              ---------------      -------------
                                                       Total                     $ 49,745,307     $   50,600,006
                                                                              ===============      =============
</TABLE>



<PAGE>
(a)  The debt is non-recourse to the Partnership.

(b)  Mortgage discounts are based on an effective interest rate of 8.62%.

(c)  The  mortgage  encumbering  Sheraton Hills Apartments  contains  provisions
     which may give the lender the right to  accelerate  the mortgage  debt as a
     result of the November  12, 1991,  restructuring  of the  Partnership.  The
     General Partner has requested that the lender waive its right to accelerate
     the mortgage debt. The lender may require the payment of fees or additional
     interest as a condition to granting such a waiver.  In the event the waiver
     is not obtained and the mortgage debt is accelerated, the Partnership would
     be  required  to satisfy  the  outstanding  mortgage  debt,  which  totaled
     $2,747,663  at December  31,  1997.  In such event,  the  Partnership  will
     attempt to arrange alternative sources of mortgage financing. However, such
     refinancing  may be at an interest  rate which is higher or is otherwise on
     terms  which are less  favorable  than those  provided  for by the  current
     mortgage.  Furthermore,  if alternative  financing cannot be obtained,  the
     lender could  foreclose on Sheraton Hills  Apartments.  The General Partner
     believes the likelihood of this outcome is remote.

(d)  The  Sheraton  Hills  mortgage  note bears  interest  at a  variable  rate,
     adjusted at six-month intervals equal to the six-month treasury bill weekly
     average  rate plus 3.0% per annum,  not to exceed  12.75%  per  annum.  The
     monthly  payment is also adjusted each six months so that the mortgage note
     will fully  amortize over a period of 30 years.  At December 31, 1997,  the
     interest rate was 8.36%,  and the monthly payment of principal and interest
     was $23,239.

(e)  Financing was obtained under the terms of a Real Estate Mortgage Investment
     Conduit financing.  The mortgage notes payable are cross-collateralized and
     may not be prepaid in whole or in part  before July 1998.  Any  prepayments
     made  during  the  sixth or  seventh  loan  years  are  subject  to a Yield
     Maintenance Premium, as defined.  Additionally,  the Partnership must pay a
     release  payment equal to 25% of the prepaid  balance which will be applied
     to the remaining mortgage notes in the collateral pool.

(f)  The  Partnership  refinanced   the  Forest  Park  Village  mortgage note on
     March  20,  1998.  See  Note 9 - "Subsequent Event."

(g)  Balloon payments on the Partnership's mortgage notes are due as follows:

                      Property                     Balloon Payment   Date
                      --------                     ---------------   ----

       Forest Park Village ....................     $  5,831,000     02/98
       Sheraton Hills..........................        2,661,000     10/98
       Pennbrook...............................        3,059,000     02/00
       Cherry Hills............................        3,875,000     07/03
       Lantern Tree............................        2,010,000     07/03
       Meridian West...........................        2,804,000     07/03
       Rockborough.............................        1,850,000     07/03
       Williamsburg............................        2,278,000     07/03







<PAGE>
Scheduled  principal  maturities of the mortgage  notes  payable under  existing
agreements, before consideration of discounts of $289,910, are shown below.

       1998....................................     $  9,355,346
       1999....................................          812,434
       2000....................................        3,912,038
       2001....................................          923,348
       2002....................................        1,006,377
       Thereafter..............................       34,025,674
                                                     -----------
                                                    $ 50,035,217
                                                     ===========

Based on borrowing  rates  currently  available to the  Partnership for mortgage
loans with similar terms and average maturities,  the fair value of the mortgage
notes payable was approximately $52,907,000 and $50,250,000 at December 31, 1997
and 1996, respectively.

NOTE 6 - SALE OF REAL ESTATE
----------------------------

On July 30, 1996, the Partnership  sold Westridge  Apartments to an unaffiliated
purchaser for a purchase price of $2,110,500.  The Partnership agreed to finance
a portion of the sales price by  accepting  a  short-term,  $1,550,000  purchase
money mortgage  note. The mortgage note accrued  interest at 10.0% per annum and
required  monthly  interest-only  payments.  On February 5, 1997,  the purchaser
repaid the $1,550,000  mortgage note to the Partnership.  See Note 7 - "Mortgage
Note  Receivable."  Cash  proceeds from the sale, as well as the loss on sale of
Westridge Apartments, are presented below.

                                                  Loss on Sale     Cash Proceeds

    Cash sales price.......................      $  2,110,500      $ 2,110,500
    Selling costs..........................           (68,116)         (68,116)
    Basis of real estate sold..............        (2,262,541)
                                                  -----------

    Loss on sale of real estate............      $   (220,157)
                                                  ===========

    Net cash proceeds received in 1996.....                           (492,384)
                                                                     ---------

    Net cash proceeds received in 1997.....                         $ 1,550,000
                                                                     ==========

NOTE 7 - MORTGAGE NOTE RECEIVABLE
---------------------------------

In connection with the sale of Westridge  Apartments (see Note 6 - "Sale of Real
Estate"), the purchaser financed a portion of the sales price by entering into a
short-term,  $1,550,000  mortgage  note  payable  to the  Partnership  until the
purchaser could arrange permanent  financing.  The  Partnership's  mortgage note
receivable was secured by a non-recourse lien against Westridge Apartments.  The
table below sets forth the terms of the mortgage note receivable at December 31,
1997 and 1996.



<PAGE>
<TABLE>
<CAPTION>
                           Mortgage         Annual           Monthly
                             Lien          Interest         Payment/                     December 31,
   Property                Position         Rate %        Maturity Date             1997            1996
   --------              -----------        ------     ------------------     -------------   -----------
<S>                                          <C>          <C>       <C>       <C>             <C>
   Westridge                 First           10.0%        $12,917   05/97     $           -   $ 1,550,000
                                                                               ============    ===========
</TABLE>

On February 5, 1997, the purchaser paid the $1,550,000  mortgage note receivable
together with all accrued and unpaid interest thereon.

NOTE 8 - GAIN ON INVOLUNTARY CONVERSIONS
----------------------------------------

On April 24,  1996, a fire damaged 12 units at Sheraton  Hills  Apartments.  The
cost to repair the fire damage was $562,560,  of which, the Partnership received
$546,069 in insurance reimbursements. The Partnership recognized a $474,376 gain
on  involuntary  conversion  equal to the insurance  proceeds  received less the
adjusted  basis of the  property  damaged  by the fire.  Because  the  insurance
proceeds had not yet been received at December 31, 1996, the gain on involuntary
conversion  was  deferred and  reported on the  Partnership's  December 31, 1996
balance  sheet.  The deferred gain on  involuntary  conversion was recognized in
1997 when the insurance  proceeds were received.  Reconstruction  of the damaged
units was completed during the third quarter of 1996.

On November 3, 1995, two units at Cherry Hills Apartments were damaged by a fire
that caused $55,495 in damages.  The  Partnership  received a $40,428  insurance
reimbursement to cover the cost to repair Cherry Hills Apartments. The insurance
reimbursement  received  in  excess  of the basis of the  property  damaged  was
recorded as a $16,961 gain on involuntary conversion.

On May 5, 1995,  Westridge  Apartments  incurred  hail damage of  $150,938.  The
Partnership  received $144,666 in insurance  reimbursements to cover the cost to
repair Westridge Apartments.  Insurance reimbursements received in excess of the
basis of the property  damaged were recorded as a $109,006  gain on  involuntary
conversion.

NOTE 9 - SUBSEQUENT EVENT
-------------------------

On March 20, 1998, the Partnership  refinanced the Forest Park Village  mortgage
note.  The new note, in the amount of  $5,925,000,  bears interest at a variable
rate equal to 1.75% plus the London  Interbank  Offered Rate per annum.  The new
mortgage note requires  monthly  interest only payments and quarterly  principal
payments in the amount necessary to reduce the principal  balance of the note by
5% annually. The new Forest Park Village mortgage note matures March 20, 2001.










<PAGE>
NOTE 10 - LEGAL PROCEEDINGS
---------------------------

The Partnership is not party to, nor are any of the Partnership's properties the
subject of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

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.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing  the  consolidated  and  amended  complaint  with leave to amend.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint.  Defendants  must  move,  answer or  otherwise  respond to the second
consolidated and amended complaint by June 30, 1998.








<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1997
<TABLE>
<CAPTION>
                                                                                                       Costs
                                                       Initial Cost (b)            Cumulative       Capitalized
                          Related (b)                         Buildings and      Write-down for     Subsequent
Description               Encumbrances           Land         Improvements        Impairment       To Acquisition
-----------               ---------------    --------------------------------    --------------    --------------
APARTMENTS:

Real Estate Investments:
<S>                        <C>               <C>               <C>                <C>              <C>
Berkley Hills
   Madison, TN             $    3,196,776    $      246,988    $    4,779,121     $          -     $   1,441,804

Cherry Hills
   Wichita, KS                  4,476,064           514,205         7,373,589                -         1,704,264

Forest Park Village
   Columbus, OH                 5,861,401           716,395         7,095,131                -         2,381,272

Heather Square
   Dallas, TX                   3,146,577           853,746         6,087,281                -         1,445,081

Lantern Tree
   Omaha, NE                    2,322,124           217,809         2,467,872                -           951,846

Meridian West
   Puyallup, WA                 3,238,834           253,167         3,787,807                -         1,147,958

Pennbrook
   Dallas, TX                   3,131,813           692,515         4,708,479                -         1,568,954

Rockborough
   Addison, TX                  2,137,093           427,932         2,924,451                -           970,385

Rolling Hills
   Louisville, KY               6,584,044           557,249         6,156,595                -         2,853,513

Ruskin Place
   Lincoln, NE                  4,504,429           899,372         3,792,676                -         1,524,968

Westgate
   Lansing, MI                  5,767,941           390,482         4,963,710                -         1,378,064

Williamsburg
   Shreveport, LA               2,630,548           283,754         4,203,172                -         1,124,781
                           --------------    --------------    --------------     ------------     -------------

                          $    46,997,644   $     6,053,614   $    58,339,884    $           -    $   18,492,890
                           ==============    ==============    ==============     ============     =============

Asset Held for Sale (c):

Sheraton Hills
   Nashville, TX          $    2,747,663
                           =============
</TABLE>
                     See accompanying notes to Schedule III.
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1997
<TABLE>
<CAPTION>
                                            Gross Amount at
                                     Which Carried at Close of Period                  Accumulated
                                                 Buildings and                         Depreciation
Description                      Land            Improvements          Total (a)     and Amortization
-----------                   --------------     --------------   ---------------    ----------------
APARTMENTS:

Real Estate Investments:
<S>                           <C>                <C>              <C>                <C>
Berkley Hills
   Madison, TX                $      246,988     $    6,220,925   $      6,467,913   $    (4,288,137)

Cherry Hills
   Wichita, KS                       514,205          9,077,853          9,592,058        (5,446,503)

Forest Park Village
   Columbus, OH                      716,395          9,476,403         10,192,798        (6,534,031)

Heather Square
   Dallas, TX                        853,746          7,532,362          8,386,108        (4,589,173)

Lantern Tree
   Omaha, NE                         217,809          3,419,718          3,637,527        (2,273,390)

Meridian West
   Puyallup, WA                      253,167          4,935,765          5,188,932        (3,017,699)

Pennbrook
   Dallas, TX                        692,515          6,277,433          6,969,948        (3,923,455)

Rockborough
   Addison, TX                       427,932          3,894,836          4,322,768        (2,251,909)

Rolling Hills
   Louisville, KY                    557,249          9,010,108          9,567,357        (6,062,834)

Ruskin Place
   Lincoln, NE                       920,061          5,296,955          6,217,016        (3,508,282)

Westgate
   Lansing, MI                       390,482          6,341,774          6,732,256        (4,148,250)

Williamsburg
   Shreveport, LA                    283,754          5,327,953          5,611,707        (3,423,289)
                              --------------     --------------   ----------------     -------------

                             $     6,074,303    $    76,812,085  $      82,886,388    $  (49,466,952)
                              ==============     ==============   ================     =============

Asset Held for Sale (c):

Sheraton Hills
   Nashville, TN                                                 $       3,009,553
                                                                  ================
</TABLE>
                     See accompanying notes to Schedule III
<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1997


<TABLE>
<CAPTION>

                                 Date of                    Date                Depreciable
Description                   Construction                Acquired              lives (years)
-------------                 -------------               --------              -------------
APARTMENTS:

Real Estate Investments:
<S>                             <C>                         <C>                     <C>
Berkley Hills
   Madison, TN                  1970                        06/79                   3-25

Cherry Hills
   Wichita, KS                  1974                        06/80                   3-32

Forest Park Village
   Columbus, OH                 1970                        12/79                   3-25

Heather Square
   Dallas, TX                   1978                        10/79                   3-32

Lantern Tree
   Omaha, NE                    1974                        07/79                   3-28

Meridian West
   Puyallup, WA                 1977                        01/80                   3-31

Pennbrook
   Dallas, TX                   1978                        01/80                   3-31

Rockborough
   Addison, TX                  1978                        01/80                   3-31

Rolling Hills
   Louisville, KY               1974                        09/79                   3-27

Ruskin Place
   Lincoln, NE                  1973                        12/79                   3-27

Westgate
   Lansing, MI                  1974                        12/79                   3-28

Williamsburg
   Shreveport, LA               1975                        12/79                   3-28

Asset Held for Sale (c):

Sheraton Hills
   Nashville, TN                1971                        06/79

</TABLE>
                     See accompanying notes to Schedule III.

<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.
                                  SCHEDULE III
              REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
                                December 31, 1997


(a)  For Federal income tax purposes,  the properties are depreciated over lives
     ranging from 5-27.5 years using ACRS or MACRS  methods.  The aggregate cost
     of real estate  investments for Federal income tax purposes was $92,572,312
     and accumulated depreciation was $54,190,231 at December 31, 1997.

(b)  The initial cost and encumbrances  reflect the present value of future loan
     payments  discounted,  if  appropriate,  at a  rate  estimated  to  be  the
     prevailing interest rate at the date of acquisition or refinancing.

(c)  The asset held for sale is carried at the lower of depreciated cost or fair
     value less costs to sell. Historical cost, net of accumulated  depreciation
     and  cumulative  write-downs,  becomes the new cost basis when the asset is
     classified  as "Asset Held for Sale."  Depreciation  ceases at the time the
     asset is placed on the market for sale.





<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.

                              Notes to Schedule III

              Real Estate Investments and Accumulated Depreciation


A  summary  of  activity  for the  Partnership's  real  estate  investments  and
accumulated depreciation is as follows:

<TABLE>
<CAPTION>
                                                             For the Years Ended December 31,
                                                   ----------------------------------------------------
                                                        1997               1996               1995
                                                   --------------     --------------    ---------------
Real estate investments:
------------------------
<S>                                                <C>                <C>               <C>
Balance at beginning of year...............        $   88,037,151     $   90,563,393    $    87,104,715

Improvements...............................             2,064,414          2,398,428          3,582,582

Assets replaced............................                     -           (277,307)          (123,904)

Reclassification of asset held for sale....            (7,215,177)

Sale of real estate........................                     -         (4,647,363)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   82,886,388     $   88,037,151    $    90,563,393
                                                    =============      =============     ==============



Accumulated depreciation:

Balance at beginning of year...............        $   49,728,546     $   48,129,231    $    44,274,163

Depreciation...............................             3,944,030          4,173,260          3,919,845

Assets replaced............................                     -           (189,123)           (64,777)

Reclassification of asset held for sale....            (4,205,624)

Sale of real estate........................                     -         (2,384,822)                 -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $   49,466,952     $   49,728,546    $    48,129,231
                                                    =============      =============     ==============


Asset Held for Sale:

Balance at beginning of year...............        $            -     $            -    $             -

Reclassification of asset held for sale....             3,009,553                  -                  -

Improvements...............................                     -                  -                  -

Depreciation and amortization..............                     -                  -                  -
                                                    -------------      -------------     --------------

Balance at end of year.....................        $    3,009,553     $            -    $             -
                                                    =============      =============     ==============
</TABLE>

<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------   ---------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------
None.
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------  ---------------------------------------------------

Neither the  Partnership  nor the General Partner has any directors or executive
officers.  The names and ages of, as well as the positions held by, the officers
and  directors of McNeil  Investors,  Inc.,  the general  partner of the General
Partner, are as follows:
<TABLE>
<CAPTION>

                                       Other Principal Occupations and Other
Name and Position             Age      Directorships During the Past 5 Years
-----------------             ---      -------------------------------------
<S>                            <C>
Robert A. McNeil,              77       Mr.  McNeil  is  also  Chairman  of  the
Chairman of the                         Board and Director of McNeil Real Estate
Board and Director                      Management,  Inc. ("McREMI") which is an
                                        affiliate of the General Partner. He has
                                        held the foregoing  positions  since the
                                        formation  of such  entity in 1990.  Mr.
                                        McNeil  received  his B.A.  degree  from
                                        Stanford  University  in  1942  and  his
                                        L.L.B.  degree from  Stanford Law School
                                        in 1948. He is a member of the State Bar
                                        of  California  and has been involved in
                                        real  estate  financing  since  the late
                                        1940's and in real estate  acquisitions,
                                        syndications  and   dispositions   since
                                        1960. From 1986 until active  operations
                                        of  McREMI  and  McNeil  Partners,  L.P.
                                        began in February 1991, Mr. McNeil was a
                                        private investor. Mr. McNeil is a member
                                        of the International  Board of Directors
                                        of the Salk  Institute,  which  promotes
                                        research in improvements in health care.

Carole J. McNeil               54       Mrs. McNeil is Co-Chairman, with husband
Co-Chairman of the                      Robert A. McNeil,  of McNeil  Investors,
Board                                   Inc.  Mrs.  McNeil has  twenty  years of
                                        real estate experience, most recently as
                                        a private investor from 1986 to 1993. In
                                        1982, she founded Ivory & Associates,  a
                                        commercial real estate brokerage firm in
                                        San  Francisco,  CA. Prior to that,  she
                                        was a commercial  real estate  associate
                                        with the Madison Company and, earlier, a
                                        commercial  sales  associate and analyst
                                        with   Marcus  and   Millichap   in  San
                                        Francisco.    In   1978,   Mrs.   McNeil
                                        established   Escrow  Training  Centers,
                                        California's first accredited commercial
                                        training   program  for  title   company
                                        escrow  officers and real estate  agents
                                        needing  college  credits to qualify for
                                        brokerage  licenses.  She  began in real
                                        estate as Manager and Marketing Director
                                        of Title  Insurance  and  Trust in Marin
                                        County,  CA. Mrs.  McNeil  serves on the
                                        International  Board of Directors of the
                                        Salk Institute.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                       Other Principal Occupations and Other
Name and Position             Age      Directorships During the Past 5 Years
-----------------             ---      -------------------------------------
<S>                            <C>
Ron K. Taylor                  40       Mr.  Taylor is the  President  and Chief
President and Chief                     Executive  Officer of McNeil Real Estate
Executive Officer                       Management  which is an affiliate of the
                                        General Partner.  Mr. Taylor has been in
                                        this capacity  since the  resignation of
                                        Donald K. Reed on March 4,  1997.  Prior
                                        to       assuming       his      current
                                        responsibilities, Mr. Taylor served as a
                                        Senior  Vice  President  of McREMI.  Mr.
                                        Taylor has been in this  capacity  since
                                        McREMI  commenced  operations  in  1991.
                                        Prior  to  joining  McREMI,  Mr.  Taylor
                                        served as an  Executive  Vice  President
                                        for  a   national   syndication/property
                                        management  firm. In this capacity,  Mr.
                                        Taylor  had the  responsibility  for the
                                        management  and leasing of a  21,000,000
                                        square  foot   portfolio  of  commercial
                                        properties. Mr. Taylor has been actively
                                        involved  in the  real  estate  industry
                                        since 1983.
</TABLE>

Each director  shall serve until his successor  shall have been duly elected and
qualified.

ITEM 11.   EXECUTIVE COMPENSATION
--------   ----------------------

No direct  compensation  was paid or payable by the  Partnership to directors or
officers  (since it does not have any  directors or officers) for the year ended
December  31,  1997,  nor was any  direct  compensation  paid or  payable by the
Partnership  to  directors  or officers  of the  general  partner of the General
Partner for the year ended  December 31, 1997. The  Partnership  has no plans to
pay any such remuneration to any directors or officers of the general partner of
the General Partner in the future.

See Item 13 - Certain  Relationships  and  Related  Transactions  for amounts of
compensation and  reimbursements  paid by the Partnership to the General Partner
and its affiliates.











<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------  --------------------------------------------------------------

(A)     Security ownership of certain beneficial owners.

        No individual or group, as defined by Section 13(d)(3) of the Securities
        Exchange Act of 1934,  known to the Partnership is the beneficial  owner
        of more  than 5% of the  Partnership's  securities,  except  as noted in
        below:

        1.      A  group  of  limited  partnerships  affiliated  with  Liquidity
                Financial  Corporation,  all of whose outstanding stock is owned
                by  Richard  G.  Wollack  and Brent R.  Donaldson,  2200  Powell
                Street, Suite 700, Emeryville,  California,  94608, collectively
                own 6,389 Units (5.8%) as of January 31, 1998.

        2.      High River Limited  Partnership,  100 S.  Bedford   Road,  Mount
                Kisco,  New   York,  10549,  owns  15,616   Units (14.2%)  as of
                January 31, 1998.

(B)     Security ownership of management.

        The  General  Partner  and the  officers  and  directors  of its general
        partner, collectively, own 5,715 Units (5.2%) as of January 31, 1998.

(C)     Change in control.

        None.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  ----------------------------------------------

Under the terms of the Amended Partnership Agreement,  the Partnership is paying
the MID to the  General  Partner.  The maximum  MID is  calculated  as 1% of the
tangible asset value of the  Partnership.  The maximum MID percentage  decreases
subsequent to 1999.  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 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 MID will be paid to the lesser of the  Partnership's  excess  cash flow,  as
defined, or net operating income (the "Entitlement  Amount"), and may be paid in
(i) cash, unless there is insufficient  cash to pay the  distribution,  in which
event any unpaid  portion  not taken in Units will be  deferred  and is payable,
without interest,  from the first available cash and/or (ii) in Units. A maximum
of 50% of the MID may be paid in Units. The number of Units issued in payment of
the MID is based on the greater of $50 per Unit or the net tangible asset value,
as defined, per Unit. For the year ended December 31, 1997, the Partnership paid
or accrued MID for the General Partner in the amount of $1,137,022.








<PAGE>
During  1991,  the  Partnership  amended  its  capitalization  policy  and began
capitalizing  certain costs of improvements and betterments which under policies
of  prior  management  had been  expensed  when  incurred.  The  purpose  of the
amendment was to more properly recognize items which were capital in nature. The
effect of the amendment  standing alone was evaluated at the time the change was
made and  determined  not to be  material  to the  financial  statements  of the
Partnership  in 1991,  nor was it expected  to be  material in any future  year.
However,  the amendment  can have a material  effect on the  calculation  of the
Entitlement   Amount  which  determines  the  amount  of  MID  earned.   Capital
improvements  are  excluded  from cash flow,  as defined.  The  majority of base
period cash flow was measured under the previous  capitalization  policy,  while
incentive  period cash flow is determined  using the amended  policy.  Under the
amended policy,  more items are capitalized,  and cash flow increases.  Had base
period cash flow been measured on a basis  comparable with incentive period cash
flow,  MID for the year ended  December  31,  1995  would  have been  reduced by
$111,248.  The amendment of the capitalization  policy did not materially affect
the MID for 1997 or 1996 because the  Entitlement  Amount was  sufficient to pay
the MID notwithstanding the amendment to the capitalization policy.

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts  of the  Partnership's  properties  to McREMI  for  providing  property
management  and  leasing  services  for  the   Partnership's   properties.   The
Partnership   reimburses   McREMI  for  its  costs,   including   overhead,   of
administering the Partnership's  affairs.  For the year ended December 31, 1997,
the   Partnership   incurred   $1,446,237  of  property   management   fees  and
reimbursements.

See  Item 1 -  Business,  Item  7 -  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations,  and  Item  8  -  Note  2  -
"Transactions with Affiliates."



<PAGE>
                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
--------  ----------------------------------------------------------------

See accompanying Index to Financial  Statements at Item 8 - Financial Statements
and Supplementary Data.

(A) The  following  exhibits are  incorporated  by reference and are an integral
part of this Form 10-K.

Exhibits
--------
<TABLE>
<CAPTION>
              Exhibit
              Number              Description
              -------             -----------

               <S>                <C>
               3.                 Limited  Partnership  Agreement  (Incorporated
                                  by reference to the Annual Report on Form 10-K
                                  for the fiscal year ended September 30, 1987).

               3.1                Amended   and  Restated  Limited   Partnership
                                  Agreement     dated    November    12,    1991
                                  (Incorporated  by reference  to the  Quarterly
                                  Report on Form 10-Q for the quarter year ended
                                  September 30, 1991).

               3.2                Amendment  No. 1 to the  Amended and  Restated
                                  Partnership  Agreement  of McNeil  Real Estate
                                  Fund IX,  Ltd.,  dated to be  effective  as of
                                  July 31, 1993. (5)

               3.3                Amendment  No. 2 to the  Amended and  Restated
                                  Partnership  Agreement  of McNeil  Real Estate
                                  Fund IX, Ltd., dated March 28, 1994. (5)

              10.1                Mortgage  Note,  dated   September  26,  1989,
                                  between  Rolling Hills Fund IX Associates L.P.
                                  and Newport Mortgage Corporation. (1)

              10.2                Mortgage   Note,   dated    August  11,  1988,
                                  between Sherwood Forest Fund IX Associates and
                                  American Mortgages, Inc. (1)

              10.3                Assignment  and  Assumption  Agreement,  dated
                                  as  of  November  12,  1991,  between  Pacific
                                  Investors  Corporation  and  McNeil  Partners,
                                  L.P.   regarding   Sherwood   Forest  Fund  IX
                                  Associates. (2)

              10.4                Assignment  and  Assumption  Agreement,  dated
                                  as  of  November  12,  1991,  between  Pacific
                                  Investors  Corporation  and  McNeil  Partners,
                                  L.P. regarding Berkley Hills Associates. (2)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              <S>                 <C>
              10.5                Assignment  and  Assumption  Agreement,  dated
                                  as  of  November  12,  1991,  between  Pacific
                                  Investors  Corporation  and  McNeil  Partners,
                                  L.P.    regarding   Ruskin   Place   Fund   IX
                                  Associates. (2)

              10.6                Assignment and  Assumption   Agreement,  dated
                                  as of November 12, 1991, between Rolling Hills
                                  Apartment  Corp.  and  McNeil  Partners,  L.P.
                                  regarding  Rolling  Hills Fund IX  Associates,
                                  L.P. (2)

              10.7                Assignment  and  Assumption  Agreement,  dated
                                  as  of  November  12,  1991,  between  Pacific
                                  Investors  Corporation,  Robert A.  McNeil and
                                  McNeil  Partners,  L.P.  regarding McNeil Real
                                  Estate Fund IX, Ltd. (2)

              10.8                Termination  Agreement,  dated as of  November
                                  12,  1991,   between   Ruskin  Place  Fund  IX
                                  Associates and McNeil Real Estate  Management,
                                  Inc. (2)

              10.9                Termination  Agreement,  dated as of  November
                                  12,  1991,   between  Rolling  Hills  Fund  IX
                                  Associates,   L.P.   and  McNeil  Real  Estate
                                  Management, Inc. (2).

              10.10               Termination  Agreement,  dated as of  November
                                  12,  1991,  between  Sherwood  Forest  Fund IX
                                  Associates and McNeil Real Estate  Management,
                                  Inc. (2)

              10.11               Termination  Agreement,  dated as of  November
                                  12, 1991, between Berkley Hills Associates and
                                  McNeil Real Estate Management, Inc. (2)

              10.12               Property  Management  Agreement,  dated  as of
                                  November 12, 1991,  between McNeil Real Estate
                                  Fund  IX,   Ltd.   and  McNeil   Real   Estate
                                  Management, Inc. (2)

              10.13               Property  Management  Agreement,  dated  as of
                                  November 12, 1991,  between  Ruskin Place Fund
                                  IX   Associates   and   McNeil   Real   Estate
                                  Management, Inc. (2)

              10.14               Property  Management  Agreement,  dated  as of
                                  November 12, 1991,  between Rolling Hills Fund
                                  IX  Associates,  L.P.  and McNeil  Real Estate
                                  Management, Inc. (2)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
              Exhibit
              Number              Description
              -------             -----------

              <S>                 <C>

              10.15               Property  Management  Agreement,  dated  as of
                                  November 12,  1991,  between  Sherwood  Forest
                                  Fund  IX  Associates,  L.P.  and  McNeil  Real
                                  Estate Management, Inc. (2)

              10.16               Property  Management  Agreement,  dated  as of
                                  November  12,  1991,   between  Berkley  Hills
                                  Associates and McNeil Real Estate  Management,
                                  Inc. (2)

              10.17               Asset   Management  Agreement,  dated   as  of
                                  November 12, 1991,  between McNeil Real Estate
                                  Fund IX, Ltd. and McNeil Partners, L.P. (2)

              10.18               Amendment  of  Property  Management  Agreement
                                  dated March 5, 1993  between  the  Partnership
                                  and McNeil Real Estate Management, Inc. (3)

              10.19               Property  management  agreement,  dated  as of
                                  January 28, 1993,  between  Pennbrook Fund IX,
                                  L.P. and McNeil Real Estate  Management,  Inc.
                                  (3)

              10.20               Amendment  of  Property  Management  Agreement
                                  dated March 5, 1993 between  Pennbrook Fund IX
                                  Associates,   L.P.   and  McNeil  Real  Estate
                                  Management, Inc. (3)

              10.21               Loan  Agreement  dated June 24,  1993  between
                                  Lexington  Mortgage  Company  and McNeil  Real
                                  Estate Fund IX, Ltd., et. al. (4)

              10.22               Master  Property Management  Agreement,  dated
                                  as of  June  24,  1993,  between  McNeil  Real
                                  Estate Management, Inc. and McNeil Real Estate
                                  Fund IX, Ltd. (5)

              10.23               Mortgage  Note,   dated  September  28,  1989,
                                  between  Ruskin Place Fund IX  Associates  and
                                  American Mortgages, Inc. (6)

              10.24               Modification  of  Mortgage  Note,  dated  July
                                  28,  1994,   between   Ruskin  Place  Fund  IX
                                  Associates and American Mortgages, Inc. (6)

              10.25               Deed of  Trust Note,  dated  November 3, 1988,
                                  between Berkley Hills  Associates and American
                                  Mortgages, Inc. (6)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
              Exhibit
              Number              Description
              -------             -----------
              <S>                 <C>
              10.26               Modification  of Deed  of  Trust  Note,  dated
                                  July   28,   1994,   between   Berkley   Hills
                                  Associates and American Mortgages, Inc. (6)

              10.27               Loan  Agreement,  dated   December   30, 1992,
                                  between Forest Park Fund IX Associates Limited
                                  Partnership,  McNeil  Partners,  L.P.,  McNeil
                                  Real  Estate  Fund  IX,  Ltd.  and  Collateral
                                  Mortgage, Ltd. (6)

              10.28               Promissory    Note, dated   February 5,  1979,
                                  between Summers-The Heather Apartments Company
                                  and The Mutual Benefit Life Insurance Company.
                                  (6)

              10.29               Promissory   Note,  dated  September 2,  1988,
                                  between  McNeil Real Estate Fund IX, Ltd.  and
                                  FNB Mortgage Corp. (6)

              10.30               Multifamily   Note,  dated  January 29,  1993,
                                  between Pennbrook Fund IX Associates, L.P. and
                                  Washington Mortgage Financial Group, Ltd. (6)

              10.31               Modification  of  Mortgage  Note,  dated  June
                                  30,  1993,  between  Sherwood  Forest  Fund IX
                                  Associates and American Mortgages, Inc. (6)

              11.                 Statement regarding  computation of net income
                                  (loss) per limited  partnership unit (see Note
                                  1 to Financial Statements).
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


              22.                 Following is a list of subsidiaries of the Partnership:

                                                                                            Names Under
                                                                    Jurisdiction            Which It Is
                                  Name of Subsidiary               of Incorporation        Doing Business
                                  ------------------               ----------------        --------------
                                  <S>                              <C>                          <C>
                                  Berkley Hills Associates         Tennessee                    None

                                  Cherry Hills Fund IX
                                  Limited Partnership              Delaware                     None

                                  Forest Park Fund IX
                                  Associates Limited
                                  Partnership                      Ohio                         None

                                  Lantern Tree Fund IX
                                  Limited Partnership              Delaware                     None

                                  Meridian West Fund IX
                                  Limited Partnership              Delaware                     None

                                  Pennbrook Fund IX
                                  Associates, L.P.                 Texas                        None

                                  Rockborough Fund IX
                                  Limited Partnership              Delaware                     None

                                  Rolling Hills Fund IX
                                  Associates, L.P.                 Kentucky                     None

                                  Ruskin Place
                                  Fund IX Associates               Nebraska                     None

                                  Sherwood Forest
                                  Fund IX Associates               Michigan                     None

                                  Williamsburg Fund IX
                                  Limited Partnership              Delaware                     None
</TABLE>

              The Partnership has omitted  instruments with respect to long-term
              debt  where  the  total  amount  of  the   securities   authorized
              thereunder  does  not  exceed  10%  of  the  total  assets  of the
              Partnership. The Partnership agrees to furnish a copy of each such
              instrument to the Commission upon request.

        (1)   Incorporated  by  reference  to the Annual  Report of McNeil  Real
              Estate Fund IX, Ltd. (File No. 0-9026) on Form 10-K for the period
              ended December 31, 1990, as filed with the Securities and Exchange
              Commission on March 29, 1991.


<PAGE>

        (2)   Incorporated  by  reference  to the Annual  Report of McNeil  Real
              Estate  Fund IX,  Ltd.  (File  No.  0-9026),  on Form 10-K for the
              period ended  December 31, 1991, as filed with the  Securities and
              Exchange Commission on March 30, 1992.

        (3)   Incorporated  by  reference  to the Annual  Report of McNeil  Real
              Estate  Fund IX,  Ltd.  (File  No.  0-9026),  on Form 10-K for the
              period ended  December 31, 1992, as filed with the  Securities and
              Exchange Commission on March 30, 1993.

        (4)   Incorporated  by  reference  to the Annual  Report of McNeil  Real
              Estate  Fund XI,  Ltd.  (File  No.  0-9783),  on Form 10-K for the
              period ended  December 31, 1993, as filed with the  Securities and
              Exchange Commission on March 30, 1994.

        (5)   Incorporated  by  reference  to the Annual  Report of McNeil  Real
              Estate  Fund IX,  Ltd.  (File  No.  0-9026),  on Form 10-K for the
              period ended  December 31, 1993, as filed with the  Securities and
              Exchange Commission on March 30, 1994.

        (6)   Incorporated  by  reference  to the Annual  Report of McNeil  Real
              Estate  Fund IX,  Ltd.  (File  No.  0-9026),  on Form 10-K for the
              period ended  December 31, 1994, as filed with the  Securities and
              Exchange Commission on March 30, 1995.

        27.   Financial Data Schedule for the year ended December 31, 1997.

(B)  Reports on Form 8-K.  There  were no  reports on Form 8-K filed  during the
quarter ended December 31, 1997.


<PAGE>
                        McNEIL REAL ESTATE FUND IX, LTD.
                              A Limited Partnership

                                 SIGNATURE PAGE


Pursuant to the  requirements of Section 13 or 15(d) 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 IX, LTD.

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

                                          By: McNeil Investors, Inc.,
                                               General Partner



March 31, 1998                            By: /s/  Robert A. McNeil
--------------                                ----------------------------------
Date                                          Robert A. McNeil
                                              Chairman of the Board and Director
                                              (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


March 31, 1998                            By: /s/  Ron K. Taylor
--------------                               -----------------------------------
Date                                          Ron K. Taylor
                                              President and Director of
                                                McNeil Investors, Inc.
                                              (Principal Financial Officer)




March 31, 1998                            By: /s/  Brandon K. Flaming
--------------                               -----------------------------------
Date                                          Brandon K. Flaming
                                              Vice President of McNeil
                                               Investors, Inc.
                                              (Principal Accounting Officer)