MCNEIL REAL ESTATE FUND IX LTD
SC 13D/A, 1995-08-21
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D

               Under the Securities Exchange Act of 1934
                           (Amendment No. 3)


                   McNEIL REAL ESTATE FUND IX, LTD.
- --------------------------------------------------------------------------------
                            (Name of Issuer)
      
               Units of Limited Partnership Interests
- --------------------------------------------------------------------------------
                   (Title of Class of Securities)
      
                            Not Applicable
- --------------------------------------------------------------------------------
                            (CUSIP Number)                     
                                  
                 Donald K. Reed, McNeil Investors, Inc.
       13760 Noel Road, Suite 700, Dallas, Texas 75240, (214) 448-5800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices  and
   Communications)
      
                              Copies to:
                           W. Scott Wallace
                        Haynes and Boone, L.L.P.
                         3100 NationsBank Plaza
                            901 Main Street
                        Dallas, Texas 75202-3789
      
                            August 18, 1995
        --------------------------------------------------------
         (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box ___.

Check the following box if a fee is being paid with the statement.
__ (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.)  (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be
filed with the Commission.  See Rule 13d-1(a) for other parties to
whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

<PAGE>
                             SCHEDULE 13D

                                                 Page 2 of 5 Pages
CUSIP No.  Not Applicable 


  1    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       
         McNeil Partners, L.P.
         See also Item 2.

  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

              (a) ___
              (b) ___
       
  3    SEC USE ONLY
       
  4    SOURCE OF FUNDS
       
         WC

  5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e) ____
       
  6    CITIZENSHIP OR PLACE OF ORGANIZATION
       
         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  
- ------------------------------------------------------------------

  7    SOLE VOTING POWER NUMBER                   

         McNeil Partners, L.P. - 5,715.00 Units
         See also Item 5.

  8    SHARED VOTING POWER

         See also Item 5.

  9    SOLE DISPOSITIVE POWER
                        
         McNeil Partners, L.P. - 5,715.00 Units
         See also Item 5.

 10    SHARED DISPOSITIVE POWER
                        
         Voting and dispositive power is exercised on
         behalf of McNeil Partners, L.P. by its
         general partner, McNeil Investors, Inc., a
         Delaware corporation.


 11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       
         5,715.00 Units of Limited Partnership Interest

 12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___

 13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       
         5.2%

 14   TYPE OF REPORTING PERSON*
       
         PN
                   
<PAGE>
                    AMENDMENT NO. 3 TO SCHEDULE 13D
                    -------------------------------

     The Schedule 13D relating to Units of Limited
Partnership interest ("Units") and McNeil Real Estate Fund
IX, Ltd., a California limited partnership ("Issuer") as
filed by McNeil Partners, L.P. ("MP") is hereby amended as
set forth below.  Unless otherwise indicated, all terms
referred to herein shall have the meaning as set forth in
the Schedule 13D.

Item 2.   Identity and Background.
          ------------------------

          The fourth paragraph of Item 2 is amended to read
in its entirety as follows:

          The following information is provided with respect
to natural persons who are executive officers, directors or
controlling persons of Investors, the general partner of MP:

          (a)  Robert C. Irvine and Donald K. Reed are
               executive officers; Robert A. McNeil, Carole J.
               McNeil and Donald K. Reed are directors; Robert A.
               McNeil and Carole J. McNeil are Co-Chairmen of the
               Board.

          (b)  The business address of each person listed
               above is 13760 Noel Road, Suite 700, Dallas, Texas
               75240.

          (c)  The principal occupation or employment of
               each person listed above is:

               Robert C. Irvine - Vice President and Secretary of
                    Investors
               Robert A. McNeil - Director and Co- Chairman of the
                    Board of Investors
               Carole J. McNeil - Co-Chairman of the Board of
                    Investors
               Donald K. Reed - Chief Executive Officer, President
                    and Director of Investors

     (d)-(e)   During the last five years, to the best knowledge
               of MP and Robert A. McNeil, none of the persons
               listed in (a) above, (i) have been convicted in
               a criminal proceeding (excluding traffic violations
               or similar misdemeanors), or (ii) was a party to
               a civil proceeding of a judicial or administrative 
               body of competent jurisdiction and as a result of
               such proceeding were or are subject to a judgment,
               decree or final order enjoining future violations
               of, or prohibiting or mandating activities subject
               to, federal or state securities laws or finding any
               violation with respect to such laws.

<PAGE>
          (f)  Each person listed above in (a) is a citizen
               of the United States.

Item 4.   Purpose of Transaction.
          -----------------------

          Item 4 is hereby amended by adding the following
thereto:

          In response to the unsolicited tender offers being
made by High River Limited Partnership, Riverdale Investors
Corp., Inc., and Carl C. Icahn (the "Offerors"), MP is
exploring various possible alternative courses of action
which might be available, including discussions and
negotiations with other parties which are considering
joining MP or its affiliates in making tender offers for the
Units of ten publicly-held real estate limited partnerships,
including the Units, at prices per unit in excess of the
respective prices offered by the Offerors.  MP currently
serves as the general partner of the ten real estate limited
partnerships referenced in the preceding sentence.  There
can be no assurances that such offers will be commenced or,
if commenced, consummated.

Item 7.   Material to Be Filed as Exhibits.
          ---------------------------------
          Exhibit 99.1 hereto includes the original Schedule
13D filing of McNeil Partners, L.P. dated October 7, 1992
(the "Original Schedule 13D"); Amendment No. 1 to the
Original Schedule 13D dated October 29, 1993; and Amendment
No. 2 to the Original Schedule 13D dated March 28, 1994.

<PAGE>
                          SIGNATURE

     After reasonable inquiry to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: August 21, 1995.

                         McNEIL PARTNERS, L.P.

                         By:  McNeil Investors, Inc.
                              its general partner


                              By:  /s/  Donald K. Reed
                                   ---------------------------------------
                                   Donald K. Reed
                                   President


                           /s/  Robert A. McNeil
                         -------------------------------------------------  
                         Robert A. McNeil


<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D

               Under the Securities Exchange Act of 1934


                   McNEIL REAL ESTATE FUND IX, LTD.
- --------------------------------------------------------------------------------
                           (Name of Issuer)
      
                 Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
                    (Title of Class of Securities)
      
                            Not Applicable
- --------------------------------------------------------------------------------
                            (CUSIP Number)                     
                                  
              Bruce A. Schnitz, McNeil Investors, Inc.
                 13760 Noel Road, Suite 700, Dallas,
                     Texas 75240, (214) 448-5800
- --------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
      and Communications)
      
                               Copies to:
                             Peter M. Fass, Esq.
                           Kaye, Scholer, Fierman,
                               Hays & Handler
                              425 Park Avenue
                          New York, New York 10022
                               (212) 836-8000

     
                                August 1, 1992
             -------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box ____.

Check the following box if a fee is being paid with this statement.
__X__ (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class.)  (See Rule 13d-7.)

<PAGE>
                             SCHEDULE 13D

                                                 Page 2 of 5 Pages
CUSIP No.  Not Applicable                                
Applicable

  1    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       
       McNeil Partners, L.P.
       See also Item 2.

  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
              (a)  ____
              (b)  ____
       
       
  3    SEC USE ONLY
       
       
  4    SOURCE OF FUNDS
       
         WC

  5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) OR 2(e)  _____
       
       
  6    CITIZENSHIP OR PLACE OF ORGANIZATION
       
         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

  7    SOLE VOTING POWER

         McNeil Partners, L.P. - 5,725.00 Units
         See also Item 5.

  8    SHARED VOTING POWER
                        
         See Item 5.*

  9    SOLE DISPOSITIVE POWER
                        
         McNeil Partners, L.P. - 5,725.00 Units
         See also Item 5.

 10    SHARED DISPOSITIVE POWER
                        
         See Item 5.*
                        
         * Voting and dispositive power is exercised
         on behalf of McNeil Partners, L.P. by its
         general partner, McNeil Investors, Inc., a
         Delaware corporation.

  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       
         5,725.00 Units of Limited Partnership Interest

  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
       
       
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       
         5.2%

  14   TYPE OF REPORTING PERSON*
       
         PN

<PAGE>

Item 1.   Security and Issuer.
          --------------------

          The class of equity securities to which this
statement relates is Units of Limited Partnership Interest
("Units") of McNeil Real Estate Fund IX, Ltd., a California
limited partnership ("Issuer").  The principal executive
offices of Issuer are located at 13760 Noel Road, Suite 700,
Dallas, Texas 75240.

Item 2.   Identity and Background.
          ------------------------

          This statement is being filed by McNeil Partners,
L.P. ("MP").  MP is a limited partnership organized under
the laws of the state of Delaware and is the sole general
partner of Issuer.  The principal executive offices of MP
are located at 13760 Noel Road, Suite 700, Dallas, Texas
75240.

          The general partner of MP is McNeil Investors,
Inc., a Delaware corporation ("Investors").  All of the
issued and outstanding shares of Investors are beneficially
owned by Robert A. McNeil.  Mr. McNeil is also the sole
limited partner of MP.

          During the last five years, to the best knowledge
of MP, neither MP nor its general partner or any director or
executive officer of its general partner

          (a)  has been convicted in a criminal proceeding
               (excluding traffic violations or similar
               misdemeanors), or

          (b)  has been a party to a civil proceeding of a
               judicial or administrative body of competent
               jurisdiction and as a result of such proceeding is
               or was subject to a judgment, decree or final
               order enjoining future violations of, or
               prohibiting or mandating activities subject to,
               federal or state securities laws or finding any
               violations with respect to such laws.

          The following information is provided with respect
to natural persons who are executive officers, directors or
controlling persons of Investors, the general partner of MP:

          (a)  Robert C. Irvine, Egon H. Kraus, Bruce A.
               Schnitz and Daniel Spears are executive officers;
               Egon H. Kraus, Robert A. McNeil and Bruce A.
               Schnitz are directors; Robert A. McNeil is
               Chairman of the Board.

          (b)  The business address of each person listed
               above is 13760 Noel Road, Suite 700, Dallas, Texas
               75240.

<PAGE>
          (c)  The principal occupation or employment of
               each person listed above is:

               Robert C. Irvine - Vice President of Investors
               Egon H. Kraus - Vice President, Treasurer and
               Director of Investors
               Robert A. McNeil - Director and Chairman of the
               Board of Investors
               Bruce A. Schnitz - President, Secretary and
               Director of Investors
               Daniel Spears - Vice President and Assistant
               Secretary of Investors

      (d)-(e)  During the last five years, to the best
               knowledge of MP and Robert A. McNeil, none of the
               persons listed in (a) above, (i) have been
               convicted in a criminal proceeding (excluding
               traffic violations or similar misdemeanors), or
               (ii) was a party to a civil proceeding of a
               judicial or administrative body of competent
               jurisdiction and as a result of such proceeding
               were or are subject to a judgment, decree or final
               order enjoining future violations of, or
               prohibiting or mandating activities subject to,
               federal or state securities laws or finding any
               violation with respect to such laws.

          (f)  Each person listed above in (a) is a citizen
               of the United States.

Item 3.   Source and Amount of Funds or Other Consideration.
          --------------------------------------------------
 
          As of August 1, 1992, MP purchased on the open
market 514 Units of Issuer for a price of $110.00 per Unit.
MP used its existing working capital to purchase the Units.
Additionally, affiliates of MP had previously acquired from
time to time an aggregate of 5211 Units of Issuer, which
Units were transferred for bookkeeping purposes to MP as of
January 1, 1992.  Such purchases were made by such
affiliates at various prices and were purchased using
existing working capital.

Item 4.   Purpose of Transaction.
          -----------------------

          The Units were acquired by MP for investment
purposes.

          MP does not have any plans or proposals with
respect to the purchase of Units of the Issuer that relate
to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.

<PAGE>
Item 5.   Interest in Securities of the Issuer.
          -------------------------------------

          (a)  The aggregate number of Units owned by MP is
               5725.00, which is 5.2% of the class of the
               securities identified pursuant to Item 1.

          (b)  MP has the sole power to vote and to dispose
               of the Units (subject to applicable restrictions
               on transferability contained in the Issuer's
               limited partnership agreement).  As MP's sole
               general partner, Investors has the sole power to
               control the business affairs of MP and Robert A.
               McNeil, as the owner of all the stock of
               Investors, ultimately controls the business
               affairs of Investors.

          (c)  See Item 3.

          (d)  Not applicable.

          (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or
          ------------------------------------------
          Relationships with Respect to Securities of the Issuer.
          -------------------------------------------------------

          None.

Item 7.   Material to be Filed as Exhibits.
          ---------------------------------

          None.

<PAGE>
                          SIGNATURE

     After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.

Dated: October 7, 1992

                         McNEIL PARTNERS, L.P.

                         By:  McNeil Investors, Inc., general partner



                              By:  /s/ Bruce A. Schnitz
                                   --------------------------------------
                              Name:  Bruce A. Schnitz
                              Title:    President



                              /s/ Robert A. McNeil
                              --------------------------------------------
                              Robert A. McNeil

<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D

               Under the Securities Exchange Act of 1934
                           (Amendment No. 1)


                   McNEIL REAL ESTATE FUND IX, LTD.
- --------------------------------------------------------------------------------
                            (Name of Issuer)
      
                 Units of Limited Partnership Interests
- --------------------------------------------------------------------------------
                    (Title of Class of Securities)
      
                             Not Applicable
- --------------------------------------------------------------------------------
                             (CUSIP Number)                     
                                  
               Donald K. Reed, McNeil Investors, Inc.
                 13760 Noel Road, Suite 700, Dallas,
                     Texas 75240, (214) 448-5800
- --------------------------------------------------------------------------------
        (Name, Address and Telephone Number of Person Authorized to Receive
         Notices and Communications)
      
                              Copies to:
                          W. Scott Wallace
                       Haynes and Boone, L.L.P.
                        3100 NationsBank Plaza
                            901 Main Street
                           Dallas, Texas 75202
      
                            October 29, 1993
           -------------------------------------------------------         
           (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box ____.

Check the following box if a fee is being paid with this statement.
___ (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class.)  (See Rule 13d-7.)

<PAGE>
                             SCHEDULE 13D

                                                 Page 2   of  5 Pages
CUSIP No.  Not Applicable

  1    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       
       McNeil Partners, L.P.
       See also Item 2.

  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
       (a) ____ 
       (b) ____
       
       
  3    SEC USE ONLY
       
       
  4    SOURCE OF FUNDS
       
         WC

  5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
       TO ITEMS 2(d) OR 2(e)  ____
       
  6    CITIZENSHIP OR PLACE OF ORGANIZATION
       
         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

  7    SOLE VOTING POWER

         McNeil Partners, L.P. - 5,715.00 Units
         See also Item 5.

  8    SHARED VOTING POWER
                        
         See Item 5.*

  9    SOLE DISPOSITIVE POWER
                        
         McNeil Partners, L.P. - 5,715.00 Units
         See also Item 5.

 10    SHARED DISPOSITIVE POWER
                        
         * Voting and dispositive power is exercised
         on behalf of McNeil Partners, L.P. by its
         general partner, McNeil Investors, Inc., a
         Delaware corporation.

 11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       
         5,715.00 Units of Limited Partnership Interest

 12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __
       
       
 13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       
         5.2%

 14   TYPE OF REPORTING PERSON*
       
         PN

<PAGE>                   
                    AMENDMENT NO. 1 TO SCHEDULE 13D
                    -------------------------------

     The Schedule 13D relating to Units of Limited
Partnership interest ("Units") and McNeil Real Estate Fund
IX, Ltd., a California limited partnership ("Issuer") as
filed by McNeil Partners, L.P. ("MP") is hereby amended as
set forth below.  Unless otherwise indicated, all terms
referred to herein shall have the meaning as set forth in
the Schedule 13D.

Item 2.   Identity and Background.
          ------------------------

          The fourth paragraph of Item 2 is amended to read
in its entirety as follows:

          The following information is provided with respect
to natural persons who are executive officers, directors or
controlling persons of Investors, the general partner of MP:

          (a)  Robert C. Irvine, Egon H. Kraus and Donald K.
               Reed are executive officers; Egon H. Kraus, Robert
               A. McNeil, Carole J. McNeil and Donald K. Reed are
               directors; Robert A. McNeil and Carole J. McNeil
               are Co-Chairmen of the Board.

          (b)  The business address of each person listed
               above is 13760 Noel Road, Suite 700, Dallas, Texas
               75240.

          (c)  The principal occupation or employment of
               each person listed above is:

               Robert C. Irvine - Vice President and Secretary of Investors
               Egon H. Kraus - Vice President, Treasurer and Director of
                Investors
               Robert A. McNeil - Director and Co-Chairman of the Board of
                Investors
               Carole J. McNeil - Co-Chairman of the Board of Investors
               Donald K. Reed - President and Director of Investors

    (d)-(e)   During the last five years, to the best
              knowledge of MP and Robert A. McNeil, none of the
              persons listed in (a) above, (i) have been
              convicted in a criminal proceeding (excluding
              traffic violations or similar misdemeanors), or
              (ii) was a party to a civil proceeding of a
              judicial or administrative body of competent
              jurisdiction and as a result of such proceeding
              were or are subject to a judgment, decree or final
              order enjoining future violations of, or
              prohibiting or mandating activities subject to,
              federal or state securities laws or finding any
              violation with respect to such laws.

         (f)  Each person listed above in (a) is a citizen
              of the United States.

Item 4.   Purpose of Transaction.
          -----------------------
          Item 4 is hereby amended by adding the following
thereto:

          On October 29, 1993, Robert A. McNeil announced
that he had entered into preliminary discussions with
various parties regarding obtaining financing for the
possible cash acquisition by Mr. McNeil of all or a portion
of limited partnership interests of 17 publicly-held real
estate limited partnerships for which MP currently serves as
general partner, including the Units.  Neither the terms nor
the timing of any such acquisitions have been determined at
this time.

<PAGE>
                          SIGNATURE

     After reasonable inquiry to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: October 29, 1993.

                         McNEIL PARTNERS, L.P.

                         By:  McNeil Investors, Inc.
                              its general partner


                              By:  /s/ Don Reed
                                   ------------------------------------------ 
                                   Don Reed
                                   President


                         /s/ Robert A. McNeil
                         ----------------------------------------------------
                         Robert A. McNeil

<PAGE>
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                        SCHEDULE 13D

          Under the Securities Exchange Act of 1934
                      (Amendment No. 2)


              McNEIL REAL ESTATE FUND IX, LTD.
- --------------------------------------------------------------------------------
                     (Name of Issuer)
      
            Units of Limited Partnership Interests
- --------------------------------------------------------------------------------
                 (Title of Class of Securities)
      
                         Not Applicable
- --------------------------------------------------------------------------------
                         (CUSIP Number)                   
                                
               Donald K. Reed, McNeil Investors, Inc.
              13760 Noel Road, Suite 700, Dallas, Texas 75240
                         (214) 448-5800
- --------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices 
     and Communications)
      
                             Copies to:
                          W. Scott Wallace
                       Haynes and Boone, L.L.P.
                        3100 NationsBank Plaza
                           901 Main Street
                         Dallas, Texas 75202
      
                          March 28, 1994
- --------------------------------------------------------------------------------
       (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box ____.

Check the following box if a fee is being paid with this
statement. ___(A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of less than five percent of such class.)  (See Rule 13d-7.)

<PAGE>
                             SCHEDULE 13D

                                                  Page 2 of 4 Pages
  CUSIP No.  Not Applicable

    1    NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         
         McNeil Partners, L.P.
         See also Item 2.

    2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

           (a) _____
           (b) _____
         
    3    SEC USE ONLY
         
         
    4    SOURCE OF FUNDS
         
           WC

    5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e) ____
         
         
    6    CITIZENSHIP OR PLACE OF ORGANIZATION
         
           Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

    7    SOLE VOTING POWER NUMBER                  

           McNeil Partners, L.P. - 5,715.00 Units
           See also Item 5.

    8    SHARED VOTING POWER
                         
           See Item 5.*

    9    SOLE DISPOSITIVE POWER
                         
           McNeil Partners, L.P. - 5,715.00 Units
           See also Item 5.

   10    SHARED DISPOSITIVE POWER
                         
           * Voting and dispositive power is
           exercised on behalf of McNeil Partners,
           L.P. by its general partner, McNeil
           Investors, Inc., a Delaware corporation.

   11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         
           5,715.00 Units of Limited Partnership Interest

   12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __
         
   13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         
           5.2%

   14   TYPE OF REPORTING PERSON*
         
           PN

<PAGE>
                    AMENDMENT NO. 2 TO SCHEDULE 13D
                    -------------------------------

     The Schedule 13D relating to Units of Limited Partnership
interest ("Units") and McNeil Real Estate Fund IX, Ltd., a California
limited partnership ("Issuer") as filed by McNeil Partners, L.P.
("MP") is hereby amended as set forth below.  Unless otherwise
indicated, all terms referred to herein shall have the meaning as set
forth in the Schedule 13D.

Item 4.   Purpose of Transaction.
          -----------------------

          Item 4 is hereby amended by adding the following thereto:

          On March 28, 1994 Robert A. McNeil announced that he had
suspended discussions originally announced October 29, 1993 regarding
obtaining financing for the possible cash acquisition by Mr. McNeil of
all or a portion of limited partnership interests of 17 publicly-held
real estate limited partnerships for which MP currently serves as
general partner, including the Units.

<PAGE>
                               SIGNATURE

     After reasonable inquiry to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.

Dated: March 28, 1994.

                         McNEIL PARTNERS, L.P.

                         By:  McNeil Investors, Inc.
                              its general partner


                              By:  /s/ Don Reed
                                   ---------------------------------------
                                   Don Reed
                                   President


                         /s/ Robert A. McNeil
                         --------------------------------------------------
                         Robert A. McNeil





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