MCNEIL REAL ESTATE FUND IX LTD, SC 14D9, 1996-10-04

MCNEIL REAL ESTATE FUND IX LTD
SC 14D9, 1996-10-04
OPERATORS OF NONRESIDENTIAL BUILDINGS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

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MCNEIL REAL ESTATE FUND IX, LTD. MCNEIL REAL ESTATE FUND XX, L.P.

MCNEIL REAL ESTATE FUND X, LTD. MCNEIL REAL ESTATE FUND XXIV, L.P.

MCNEIL REAL ESTATE FUND XI, LTD. MCNEIL REAL ESTATE FUND XXV, L.P.

MCNEIL REAL ESTATE FUND XIV, LTD. MCNEIL REAL ESTATE FUND XXVI, L.P.

MCNEIL REAL ESTATE FUND XV, LTD. MCNEIL REAL ESTATE FUND XXVII, L.P.
(NAME OF SUBJECT COMPANY)

MCNEIL PARTNERS, L.P.
(NAME OF PERSON FILING STATEMENT)

Units of Limited Partnership Interests
(TITLE OF CLASS OF SECURITIES)

582568 10 1 None

582568 20 0 582568 88 7

582568 30 9 582568 87 9

582568 88 7 None

582568 50 7 810481
(CUSIP NUMBERS OF CLASSES OF SECURITIES)

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Donald K. Reed
MCNEIL PARTNERS, L.P.
13760 Noel Road, Suite 700, LB70
Dallas, Texas 75240
(214) 448-5800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

Copies to:

Patrick J. Foye, Esq. Scott Wallace, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM HAYNES AND BOONE, L.L.P.
919 Third Avenue 901 Main Street, Suite 3100
New York, New York 10022 Dallas, Texas 75202
(212) 735-2274 (214) 651-5587

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ITEM 1. SECURITY AND SUBJECT COMPANY

The subject companies are McNeil Real Estate Fund IX, Ltd.,
McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
L.P. and McNeil Real Estate Fund XXVI, L.P., each a California limited
partnership, and McNeil Real Estate Fund XXVII, L.P., a Delaware limited
partnership (each individually, a "Partnership" and collectively, the
"Partnerships"). The address of the principal executive offices of each
Partnership and McNeil Partners, L.P., a Delaware limited partnership and the
general partner of each Partnership ("McNeil Partners"), is 13760 Noel Road,
Suite 700, LB70, Dallas, Texas 75240. The title of the class of equity
securities to which this statement relates is the outstanding limited
partnership units (the "Units") of each Partnership.

ITEM 2. TENDER OFFER OF THE BIDDER

This statement relates to the unsolicited tender offers being
made by High River Limited Partnership, a Delaware limited partnership ("High
River"), Riverdale LLC, a New York limited liability company ("Riverdale"),
Unicorn Associates Corporation, a New York corporation ("Unicorn"), and Carl C.
Icahn ("Mr. Icahn" and together with High River, Riverdale and Unicorn (except
in respect of McNeil Real Estate Fund XXVI, L.P. and McNeil Real Estate Fund
XXVII, L.P.), the "Bidders") disclosed in ten Tender Offer Statements on
Schedule 14D-1, each dated September 20, 1996, as amended (the "Schedules
14D-1"), to purchase from holders of Units ("Unitholders") any and all of the
outstanding Units of each Partnership, upon the terms and subject to the
conditions set forth in the Offers to Purchase dated September 20, 1996, as
amended (the "Offers to Purchase"), and the related Assignments of Partnership
Interest (collectively with the Offers to Purchase, the "HR Offers"). The
Partnerships did not solicit the HR Offers. The Schedules 14D-1 state that the
business address of Mr. Icahn is 114 West 47th Street, New York, NY 10036 and
the address of the principal offices of High River, Riverdale and Unicorn is
100 South Bedford Road, Mount Kisco, New York 10549.

ITEM 3. IDENTITY AND BACKGROUND

(a) The name and business address of McNeil Partners, which is
the person filing this statement on behalf of each of the Partnerships, are set
forth in Item 1 above.

(b)(1) The sole general partner responsible for the management
of each Partnership's business is McNeil Partners. McNeil Investors, Inc., a
Delaware corporation ("McNeil Investors"), is the sole general partner of
McNeil Partners. Robert A. McNeil ("Mr. McNeil") is the sole stockholder of
McNeil Investors. Except as described below, there are no material contracts,
agreements, arrangements and understandings or any actual or potential
conflicts of interest between McNeil Partners or its affiliates and the
Partnerships, their executive officers, directors or affiliates. Neither the
Partnerships nor McNeil Partners has any directors or executive officers.

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Through 1999, the Partnerships pay an asset management fee to
McNeil Partners calculated as 1% of each Partnership's tangible asset value
(the "MID"), however, with regard to McNeil Real Estate Fund IX, Ltd., McNeil
Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd. and McNeil Real Estate Fund XV, Ltd., the MID is
payable only to the extent of the lesser of each Partnership's excess cash flow
or net operating income. Tangible asset value is determined by using the
greater of (i) an amount calculated by applying a capitalization rate of 9
percent to the annualized net operating income of each property or (ii) a value
of $10,000 per apartment unit for residential properties and $50 per gross
square foot for commercial properties to arrive at the property tangible asset
value. The property tangible asset value is then added to the book value of
all other assets excluding intangible items. The MID percentage decreases
subsequent to 1999.

The Partnerships pay property management fees equal to 5% of
gross rental receipts of residential and self-storage properties and 5% (6% in
respect of 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.) of gross rental receipts of commercial properties to McNeil Real Estate
Management, Inc. ("McREMI"), an affiliate of McNeil Partners, for providing
property management services. Additionally, the Partnerships reimburse McREMI
for its costs, including overhead, of administering the Partnerships' affairs.

Pursuant to each Partnership's partnership agreement, McNeil
Partners or McREMI, as applicable, is entitled to receive upon the removal of
McNeil Partners as the general partner of each such Partnership: (i) a
terminating distribution in cash equal to the aggregate amount of the MID
distributed during the 12 months preceding the effective date of such removal
(except in respect of McNeil Real Estate Fund XX, L.P.), (ii) within 30 days of
removal as stated in a written notice of removal, any portion of the property
management fee, overhead reimbursements or MID which is then accrued and due,
but not yet paid, and (iii) within 30 days of removal as stated in a written
notice of removal, any unpaid loans or advances (together with accrued, but
unpaid interest). As of June 30, 1996, such amounts were in aggregate
approximately $2,189,000, $5,366,237, $4,944,109, $2,574,423, $975,349,
$37,195, $368,104, $746,270, $569,798 and $814,577 for McNeil Real Estate Fund
IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd.,
McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil
Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real
Estate Fund XXV, L.P., McNeil Real Estate Fund XXVI, L.P. and McNeil Real
Estate Fund XXVII, L.P., respectively.

McNeil Partners, as general partner of each Partnership, is
entitled to indemnification under certain circumstances from the Partnerships
pursuant to provisions of each respective partnership agreement. As a result
of such provisions, a Unitholder may be entitled to a more limited right of
action than he or she would otherwise have if such provisions were not included
in the partnership agreement.

Certain of the directors and executive officers of McNeil
Investors and McREMI have employment agreements with such entities that contain
provisions granting such directors and executive officers the right to
terminate their employment agreements and receive three years annual
compensation upon a change of control of such entities. Any compensation
payable to such directors or executive officers upon a change of control is not
payable from funds of the Partnerships and such agreements are not obligations
of the Partnerships.

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If any one of the HR Offers is successful, High River may be in a
position to cause the amendment of the applicable Partnership's partnership
agreement and the removal of McNeil Partners as the general partner of such
Partnership. If McNeil Partners is removed by High River as the general
partner of any Partnership, the respective asset or partnership management fee
and property management fee payable to McNeil Partners and McREMI will no
longer be received by McNeil Partners or McREMI, as the case may be, and
therefore, McNeil Partners has a conflict of interest in recommending that
Unitholders reject the HR Offers.

(b)(2) To the best knowledge of the Partnerships, there are no
material contracts, agreements, arrangements and understandings or any actual
or potential conflicts of interest between any Partnership or its affiliates
and the Bidders, their executive officers, directors or affiliates.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

(a) Following the Partnerships' receipt of the HR Offers, McNeil
Partners met with the financial and legal advisors of the Partnerships to
review and consider the HR Offers and to explore various possible alternative
courses of action which might be available in response to the HR Offers. BASED
ON EACH PARTNERSHIP'S ANALYSIS AND ITS CONSULTATION WITH SUCH ADVISORS, EACH
PARTNERSHIP, IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, DETERMINED THAT THE
RESPECTIVE HR OFFER IS INADEQUATE, NOT IN THE BEST INTERESTS OF EITHER SUCH
PARTNERSHIP OR ITS UNITHOLDERS AND STRONGLY RECOMMENDS THAT ITS UNITHOLDERS
REJECT IT.

(b) Each of the Partnerships reached the conclusions set forth
in Item 4(a) after considering a variety of factors, including, but not limited
to, the following:

(i) The opinions of Crosson Dannis, Inc., the Partnerships'
financial advisor ("Crosson Dannis"), dated October 3, 1996, which state
that the consideration offered in the HR Offers is inadequate from a
financial point of view to Unitholders compared to the Present Estimated
Liquidation Values (as defined below). Crosson Dannis prepared
estimates of the range of present values (the "Present Estimated
Liquidation Values") of the Units based on the assumption that the
Partnerships commence theoretical orderly liquidations in January 1997
and complete those liquidations by 1998 for McNeil Real Estate Fund XX,
L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund
XXVI, L.P.; 1999 for McNeil Real Estate Fund XXV, L.P. and McNeil Real
Estate Fund XXVII, L.P.; and 2001 for McNeil Real Estate Fund IX, Ltd.,
McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd.,
McNeil Real Estate Fund XIV, Ltd. and McNeil Real Estate Fund XV, Ltd.
(the "Assumed Liquidations"). THE PRESENT ESTIMATED LIQUIDATION VALUES
PER UNIT FOR THE PARTNERSHIPS AS OF OCTOBER 3, 1996 ARE BETWEEN $256 AND
$270 FOR MCNEIL REAL ESTATE FUND IX, LTD.; $134 AND $145 FOR MCNEIL REAL
ESTATE FUND X, LTD.; $152 AND $161 FOR MCNEIL REAL ESTATE FUND XI, LTD.;
$161 AND $171 FOR MCNEIL REAL ESTATE FUND XIV, LTD.; $174 AND $184 FOR
MCNEIL REAL ESTATE FUND XV, LTD.; $230 AND $236 FOR MCNEIL REAL ESTATE
FUND XX, L.P.; $335 AND $343 FOR MCNEIL REAL ESTATE FUND XXIV, L.P.;
$0.357 AND $0.366 FOR MCNEIL REAL ESTATE FUND XXV, L.P.; $0.236 AND
$0.243 FOR MCNEIL REAL ESTATE FUND XXVI, L.P.; AND $8.37 AND $8.64 FOR
MCNEIL REAL ESTATE FUND XXVII, L.P. The Present Estimated Liquidation
Values represent Crosson Dannis' estimate of the present

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value of the gross cash distributions that a Unitholder would receive
between now and the completion of the Assumed Liquidations. It should
be noted that the Present Estimated Liquidation Values do not represent
an estimate by Crosson Dannis of the fair market value of a Unit. A
copy of the Crosson Dannis opinion dated October 3, 1996 is filed as
exhibit (c) (2).

(ii) In April 1996, the Partnerships (other than McNeil Real
Estate Fund XXVI, L.P. and McNeil Real Estate Fund XXVII, L.P.)
announced that they had determined to evaluate market and other economic
conditions to establish the optimum time to commence orderly
liquidations of the Partnerships' assets in accordance with the terms of
their respective partnership agreements. Taking such conditions as well
as other pertinent information into account, each Partnership has
determined to begin orderly liquidations of all its assets. Although
there can be no assurance made as to the timing of any liquidations
due to real estate market conditions, the general difficulty of disposing
of real estate, and other general economic factors, it is anticipated
that such liquidations would result in the dissolution of the
Partnerships followed by a liquidating distribution to Unitholders
following the completion of the Assumed Liquidations.

(iii) Last August, the Bidders offered $400 per unit for McNeil
Real Estate Fund V, Ltd., which was significantly below the
partnership's estimate of the pro forma liquidation value of $667.30 per
unit as of June 30, 1995. In response, McNeil Real Estate Fund V, Ltd.
recommended that unitholders reject the offer because it did not reflect
the inherent value of the units and was not in the best interests of
either McNeil Real Estate Fund V, Ltd. or its unitholders. Holders of
approximately 97.5% of McNeil Real Estate Fund V, Ltd.'s units agreed in
the fall of 1995 that Mr. Icahn's offer was inadequate, rejected his
offer and did not tender their units. Since then, McNeil Real Estate
Fund V, Ltd. distributed $83.40 cash to unitholders (including Mr.
Icahn) and, on September 10, 1996, holders of more than 75% of McNeil
Real Estate Fund V, Ltd.'s units which voted approved the liquidation
and dissolution of McNeil Real Estate Fund V, Ltd., pursuant to which it
is anticipated that all unitholders will receive a cash distribution of
approximately $643.07 per unit, subject to reserves and adjustment,
which closely approximates McNeil Real Estate Fund V, Ltd.'s estimate of
pro forma liquidation value. TAKEN TOGETHER WITH THE CASH DISTRIBUTIONS
TO UNITHOLDERS, SUCH AMOUNT IS APPROXIMATELY $326.47 PER UNIT (82%)
HIGHER THAN THE BIDDERS' 1995 OFFER PRICE FOR MCNEIL REAL ESTATE FUND V,
LTD. Although there can be no assurance that a similar result will
occur with a particular Partnership or that any particular distribution
per Unit will be obtained, THE LIQUIDATION AND DISSOLUTION OF MCNEIL
REAL ESTATE FUND V, LTD. AND THE OPINIONS OF CROSSON DANNIS PROVIDE
SOLID SUPPORT FOR THE PARTNERSHIPS' VIEW THAT THE HR OFFERS ARE
INADEQUATE AND NOT IN THE BEST INTERESTS OF EITHER THE RESPECTIVE
PARTNERSHIP OR UNITHOLDERS.

(iv) The prices offered by the Bidders are between approximately
66.7% and 70.3% for McNeil Real Estate Fund IX, Ltd.; 59.0% and 63.8%
for McNeil Real Estate Fund X, Ltd.; 64.9% and 68.8% for McNeil Real
Estate Fund XI, Ltd.; 55.6% and 59.0% for McNeil Real Estate Fund XIV,
Ltd.; 54.5% and 57.6% for McNeil Real Estate Fund XV, Ltd.; 72.2% and
74.1% for McNeil Real Estate Fund XX, L.P.; 78.2% and 80.0% for McNeil
Real Estate Fund XXIV, L.P.; 68.9% and 70.6% for McNeil Real Estate Fund
XXV, Ltd.; 37.7% and 38.8% for McNeil Real Estate Fund XXVI, L.P.; and

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65.1% and 67.2% for McNeil Real Estate Fund XXVII, L.P., of the high and
low end of the range in the Present Estimated Liquidation Values.

(v) Each of the Partnerships believes that the Units are a
long-term, illiquid investment and the full value of an investment in
the Units can only be realized by a Unitholder who retains his or her
Units through the liquidation of the respective Partnership.

(vi) The Bidders are making the HR Offers with a view to making
a profit. Accordingly, there is a conflict of interest between their
desire to purchase the Units at a low price and Unitholders' desire to
sell their Units at a high price. In fact, High River concedes that its
own estimates of net asset value per Unit are above the prices it is
offering for Units in the HR Offers.

(vii) The Partnerships have, from time to time, received
inquiries from other parties that may be considering making tender
offers for the Units. In anticipation of the HR Offers, the
Partnerships have determined to make confidential information available
to responsible parties who express a bona fide interest in considering
making a tender offer for Units in the Partnerships pursuant to the
requirements of federal securities laws. While it is possible that
additional offers for Units in the Partnerships on more favorable terms
than the HR Offers may be forthcoming, there can be no assurance as to
whether any such offers will be made, the terms thereof, or, if made,
whether any such offer will be subsequently amended or withdrawn.

(viii) The HR Offers do not fully disclose Mr. Icahn's
intentions to seek control of the Partnerships. Last year Mr. Icahn
commenced similar tender offers for Units after McNeil Partners rejected
his proposal to acquire the general partner interest of McNeil Partners
and thereby control the Partnerships. In addition, Mr. Icahn negotiated
with McNeil Partners during the period of last year's tender offers in
an effort to acquire control of the Partnerships.

(ix) As stated in the Offers to Purchase, if any one of the HR
Offers is successful, High River may be in a position to influence
control of the respective Partnership and to influence voting decisions
and may seek to remove the Partnership's general partner and/or McREMI.
In considering the possibility of High River influencing voting
decisions with respect to the Partnerships and whether High River or one
of its affiliates would be suitable in such a role, the Partnerships
further considered the following:

(A) McNeil Partners and McREMI presently manage the
businesses of the Partnerships. McREMI is a fully integrated
real estate service organization performing property management,
asset management, investor services, partnership administration
and a wide range of other real estate-related services for 19
limited partnerships with more than 79,000 limited partners.
McNeil Investors, with its affiliates and subsidiaries, is one of
the largest managers of multifamily residential properties in the
United States and a large manager of commercial properties.

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(B) The Offers to Purchase do not adequately disclose
information regarding Mr. Icahn's plans in the event he acquires
control of the businesses of the Partnerships. In fact, the
Offers to Purchase state that High River has never acted as the
general partner or property manager of a limited partnership,
such as the Partnerships, which is engaged in the business of
owning real estate and, to date, High River has not sought to
negotiate any arrangements with other parties to act in such
capacities. As a result, McNeil Partners believes that High
River's lack of experience in managing real estate limited
partnerships similar to the Partnerships would adversely effect
any such Partnership were Mr. Icahn to acquire control thereof.

(C) Certain of the Partnerships could be liable for large
accelerated mortgage payments, prepayment interest penalties, or
substantial yield maintenance payments in the event that High River
takes control of the Partnerships and replaces McNeil Partners and/or
McREMI. Such payments or penalties would have a negative impact on such
Partnerships. Pursuant to the terms of such indebtedness, the consent
of the lenders would be required in respect of any transaction
in which High River removes McNeil Partners as the general partner in
order to avoid such payments and penalty.

(x) Carl C. Icahn controls High River. Each Partnership
considered the background of Mr. Icahn, his past investment practices,
his reputation in the investment and business communities, and various
lawsuits and proceedings, both private and by government agencies,
involving Mr. Icahn and affiliated companies. Each Partnership is aware
that the strategy Mr. Icahn has employed in the HR Offers, as well as,
last year's offers, is similar to strategies he has repeated in numerous
previous unsolicited offers for corporate and partnership securities.

(xi) The HR Offers are conditioned upon the McNeil Partners
consenting in writing to the admission of High River as a substitute
limited partner of each of the Partnerships; however, each of the HR
Offers fails to disclose that McNeil Partners may, in its sole
discretion under certain circumstances set forth in each Partnership's
partnership agreement, refuse such admission. McNeil Partners has not
determined whether or not to admit High River as a substitute limited
partner. Any such determination will be made depending on a number of
factors including the effect of such admission on the tax status of the
Partnership.

Present Estimated Liquidation Value Analysis

High River is offering to purchase the Units, which are
relatively illiquid investments, and is not offering to purchase the
Partnerships' underlying assets or assume any of their liabilities. Although
each Partnership does not believe that the amount per Unit which might be
distributed to Unitholders following a future sale of all such Partnership's
properties necessarily reflects the present fair value of a Unit, the
realizable value of such Partnership's assets clearly is a relevant factor in
determining the price a prudent purchaser would offer for Units.

Crosson Dannis prepared an estimate of the Present Estimated
Liquidation Values based on the assumptions that each Partnership commences a
theoretical orderly liquidation in

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January 1997 and completes such liquidations in 1998 for McNeil Real Estate
Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund
XXVI, L.P.; 1999 for McNeil Real Estate Fund XXV, L.P. and McNeil Real Estate
Fund XXVII, L.P.; and 2001 for McNeil Real Estate Fund IX, Ltd., McNeil Real
Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund
XIV, Ltd. and McNeil Real Estate Fund XV, Ltd. The Present Estimated
Liquidation Values as of October 3, 1996, gross distributions per Unit through
the completion of the Assumed Liquidations and the Bidders' offer price per
Unit are set forth in the chart below. The Present Estimated Liquidation
Values represent Crosson Dannis' estimate of the gross cash distributions that
a Unitholder would receive between January 1997 and the completion of the
Assumed Liquidations, discounted to reflect the present value of such
distributions. It should be noted that the Present Estimated Liquidation
Values do not represent an estimate by Crosson Dannis of the fair market value
of a Unit.

<TABLE>
<CAPTION>
PRESENT ESTIMATED GROSS
LIQUIDATION VALUES DISTRIBUTIONS BIDDERS' OFFER PRICE
PARTNERSHIP (PER UNIT) (PER UNIT) (PER UNIT)
<S> <C> <C> <C>
McNeil Real Estate Fund IX, Ltd. $256 - $270 $404.00 $180.00

McNeil Real Estate Fund X, Ltd. $134 - $145 $250.00 $85.50

McNeil Real Estate Fund XI, Ltd. $152 - $161 $251.00 $104.50

McNeil Real Estate Fund XIV, Ltd. $161 - $171 $271.00 $95.00

McNeil Real Estate Fund XV, Ltd. $174 - $184 $288.00 $100.24

McNeil Real Estate Fund XX, L.P. $230 - $236 $285.00 $170.38

McNeil Real Estate Fund XXIV, L.P. $335 - $343 $416.00 $268.13

McNeil Real Estate Fund XXV, L.P. $0.357 - $0.366 $0.45 $0.252

McNeil Real Estate Fund XXVI, L.P. $0.236 - $0.243 $0.30 $0.092

McNeil Real Estate Fund XXVII, L.P. $8.37 - $8.64 $10.94 $5.62
</TABLE>

The Present Estimated Liquidation Values are based in part upon
certain estimated cash receipts and disbursements of the Partnerships through
the Assumed Liquidations. As a business planning tool, the Partnerships
prepare near and long-term projections of cash flow on an annual basis for the
next succeeding year and the remaining life of the particular Partnership (the
"Draft Projections"). The Draft Projections were reviewed by various operating
personnel for, among other things, appropriateness of assumptions, timing of
expected cash receipts and disbursements, cash reserves, timing of scheduled
loan repayments, and levels of cash flow generally. The Draft Projections are
considered by the management of each Partnership as the most current long-term
business plan of the particular Partnership. The Draft Projections are
prepared to estimate the level of cash flow each asset of each Partnership will
produce and the related expenditures and timing of the expenditures to achieve
the potential cash flow. The Draft Projections are utilized as a management
tool to determine the appropriate methods of operating

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the Partnerships' businesses, which include, but are not limited to, the amount
of invested capital in assets, appropriate development plans for assets, level
of indebtedness for each Partnership, cash reserves and appropriate
distribution levels. The Draft Projections may be updated during any
particular year for identified, material change(s) to estimated cash receipts
and/or disbursements. The summary of the Draft Projections, which have been
prepared on the basis of the most current knowledge of the Partnerships'
personnel, are attached hereto as Annex A.

The Draft Projections are based on the above and other
assumptions and on other general factors relating to the Partnerships'
businesses or to more general economic conditions. THERE IS NO ASSURANCE THAT
THE DRAFT PROJECTIONS WILL BE ACHIEVED DUE TO, AMONG OTHER THINGS, ADVERSE
GENERAL NATIONAL OR LOCAL ECONOMIC CONDITIONS; CHANGES IN INTEREST RATES OR
RESTRICTIONS IN FINANCING; UNANTICIPATED EXPENDITURES; CHANGES IN ENVIRONMENTAL
LAWS, REGULATIONS OR CONDITIONS AND UNANTICIPATED EXPENDITURES FOR
ENVIRONMENTAL MATTERS; CHANGES IN BUILDING CODES; INCREASED COMPETITION;
ADVERSE CHANGES IN LAWS, GOVERNMENTAL RULES OR FISCAL POLICIES; AND OTHER
FACTORS AFFECTING THE SALE OF REAL ESTATE.

ACCORDINGLY, THE ACTUAL OPERATIONS AND CASH FLOWS OF THE
PARTNERSHIPS ARE LIKELY TO VARY FROM THOSE INCLUDED IN THE DRAFT PROJECTIONS
AND SUCH VARIATIONS MAY BE MATERIAL. CONSEQUENTLY, SUCH PROJECTIONS OF
RESULTS OF OPERATIONS AND CASH FLOWS OF THE PARTNERSHIPS AND THE PRESENT
ESTIMATED LIQUIDATION VALUES ARE NOT GUARANTEES OF ACTUAL RESULTS OF OPERATIONS
OR CASH FLOWS OF THE PARTNERSHIPS AND SHOULD NOT BE CONSIDERED AS THE ACTUAL
RESULTS OF THE PARTNERSHIPS OR THE AMOUNT THAT WILL NECESSARILY BE REALIZED BY
AN UNITHOLDER WHO RETAINS AN INTEREST IN THE PARTNERSHIP THROUGH ITS RESPECTIVE
ACTUAL LIQUIDATION.

NO ASSURANCE CAN OR IS MADE THAT THE PROJECTED RESULTS OF THE
PARTNERSHIPS' OPERATIONS AND CASH FLOWS, OR THE AMOUNT SET FORTH IN THE PRESENT
ESTIMATED LIQUIDATION VALUES, WILL BE REALIZED IN WHOLE OR PART. NO ASSURANCE
CAN OR IS MADE AS TO THE ACTUAL RESULTS THAT WILL BE ACHIEVED BY A UNITHOLDER
WHO RETAINS AN INTEREST IN THE PARTNERSHIPS.

The Crosson Dannis opinions are based upon a number of factors,
including the following items and assumptions:

(i) The Partnerships hold good and, as the case may be under
applicable state laws, marketable or indefeasible title to their assets.

(ii) The Partnerships, McNeil Partners and all other pertinent
persons have fully complied with all applicable federal, state and local
laws and regulations that would otherwise adversely affect the value of
the assets of the Partnerships.

(iii) All required licenses, certificates of occupancy, consents
or legislative or administrative authority from any federal, state or
local governmental authority or agency

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have been or will be obtained or renewed for any use of the assets of
the Partnerships on which the report is based, whether in whole or part.

(iv) As to the real property assets of the Partnerships, all
existing leases, subleases and other use agreements are in full force
and effect and each party to all such agreements are in full compliance
with their obligations thereunder and no default or event of default
exists with respect to any such agreements.

(v) The assets of the Partnerships are all freely transferable.

(vi) No asset of any Partnership is subject to any option, right
of first offer, right of first refusal or other encumbrance that could
result in any obligation of any Partnership to sell or otherwise dispose
of such asset for an amount less than the then fair market value of such
asset.

(vii) The Present Estimated Liquidation Values specifically
disregard the impact of litigation expenses resulting from tender offer
defense costs and/or class action litigation.

ITEM 5. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED

McNeil Partners, on behalf of each Partnership, has engaged
Crosson Dannis as their financial advisor to prepare the Present Estimated
Liquidation Values and to advise the respective Partnership of Crosson Dannis'
opinion as to the adequacy, from a financial point of view, of the
consideration offered in each of the HR Offers to Unitholders of such
Partnership compared to the Present Estimated Liquidation Value for such
Partnership. Pursuant to the engagement agreement between the McNeil Partners,
on behalf of each Partnership, and Crosson Dannis, McNeil Partners, on behalf
of the Partnerships, agreed to pay Crosson Dannis an aggregate fee of $284,600
for the preparation and presentation of its reports and the delivery of the
opinions described above. In addition, McNeil Partners, on behalf of the
Partnerships, agreed to reimburse Crosson Dannis for the direct expenses it
incurs for deliveries, travel and third party research and data in preparing
the Present Values, and indemnify it against certain expenses and liabilities
if incurred in connection with its engagement. The fee paid to Crosson Dannis
was not contingent upon the conclusions reached in, or the substance of, the
opinons.

McNeil Partners, on behalf of the Partnerships, has retained The
Herman Group, Inc. to assist with communications with Unitholders with respect
to, and to provide other services to the Partnerships in connection with, the
HR Offers. McNeil Partners, on behalf of the Partnerships, will pay The Herman
Group, Inc. reasonable and customary fees for its services, reimburse it for
reasonable expenses, and provide customary indemnities. Neither McNeil
Partners, the Partnerships nor any person acting on their behalf has employed,
retained, or compensated or intends to employ, retain, or compensate any other
person or class of persons to make solicitations or recommendations to
Unitholders on its behalf concerning the HR Offers.

10
<PAGE> 11
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

(a) Except as described below, neither the Partnerships, McNeil
Partners nor McNeil Investors has effected any transactions in the Units during
the past 60 days. Except as described below, the Partnerships are not aware of
any other transactions in the Units during the past 60 days by any of McNeil
Investors's executive officers, directors, affiliates, or subsidiaries.

Dean J. Lontos, Vice President of McREMI, purchased 20 Units of
McNeil Real Estate Fund XIV, Ltd. for $83.05 per Unit on August 25, 1996 and
100 Units of McNeil Real Estate Fund XX, L.P. for $122.00 per Unit on August
28, 1996.

(b) Neither the Partnerships nor, to the knowledge of the
Partnerships, any of McNeil Partners' executive officers, directors,
affiliates, or subsidiaries intends to tender Units owned by them in the HR
Offers.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

(a) Except as disclosed in Item 4, There are no negotiations
being undertaken or underway which would result in any of the transactions
listed in Item 7(a) with respect to any Partnership.

(b) Except as disclosed in Item 4, there is no transaction,
board resolution, agreement in principle or signed contract in response to the
tender offer which relates to or would result in one or more of the matters
referred to in Item 7(a) with respect to any Partnership.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

Tender Offer Litigation

On August 12, 1996, High River sent a letter to the Partnerships (except
McNeil Real Estate Fund XXVI, L.P. and McNeil Real Estate Fund XXVII, L.P.)
demanding lists of the names, current residence or business addresses and
certain other information concerning the Unitholders of such Partnerships. On
August 19, 1996, these Partnerships commenced an action against High River, Mr.
Icahn and certain of their affiliates (collectively, the "Bidder Defendants")
in United States District Court for the Central District of California (the
"California Federal Action") seeking, among other things, to declare that such
Partnerships are not required to provide High River with a current list of the
Unitholders on the grounds that the Bidder Defendants commenced a tender offer
in violation of the federal securities laws by filing certain Schedule 13D
Amendments on August 5, 1996. On August 19, 1996, such Partnerships, through
their counsel, responded to High River's August 12 letter by denying High
River's demand for a current list of the Unitholders for the reasons set forth
above.

On August 23, 1996, the Bidder Defendants filed, among other documents,
(a) an answer to these Partnerships' complaint in the California Federal Action
denying the allegations contained therein and asserting four affirmative
defenses; (b) a counterclaim seeking, among other things, injunctive relief
requiring such Partnerships to either make available to High River a copy of
the lists of Unitholders or grant High River permission to inspect and copy
such lists; and (c) an application for a temporary restraining order ("TRO")
and a preliminary injunction seeking access to the lists of Unitholders. On
September 6, 1996, the Bidder Defendants' TRO application was

11
<PAGE> 12
denied. On September 12, 1996, these Partnerships filed an answer to the
Bidder Defendants' counterclaim asserting six affirmative defenses and alleging
that the Bidder Defendants were denied access to the lists of Unitholders
because their requests for the lists were in connection with illegal tender
offers. Discovery is currently underway in the California Federal Action and
the matter is expected to go to trial in mid-October 1996.

On September 30, 1996, the Partnerships logged an amended complaint for
declaratory and injunctive relief against the Bidder Defendants seeking, among
other things, to enjoin the HR Offers on the grounds that such offers violate
the Partnerships' partnership agreements and federal securities laws and to
declare that the Partnerships are not required to provide High River with a
current list of Unitholders to facilitate its illegal tender offers.

Restrictions on Transfers; Tax Termination

The Partnerships intend that no transfer or assignment of Units
which, when considered with all other transfers or assignments during the
twelve-month period ending with such transfer or assignment, would, in the
opinion of counsel to the Partnerships, cause a termination of any Partnership
for federal income tax purposes (which termination may occur when 50% or more
of the total interest in the Partnership capital and profits is transferred by
sale or exchange in a twelve-month period) shall be effective. Depending upon
the number of Units tendered pursuant to the HR Offers, sales of Units on the
secondary market for the twelve-month period following completion of the HR
Offers may be limited. The Partnerships will not process any requests for
transfers of Units during such twelve-month period which any Partnership
believes would cause a tax termination. Because of the tax-related transfer
restrictions, in no event will an aggregate of 50% or more of the Units be
accepted for transfer by the Partnership pursuant to any of the HR Offers
(reduced to the extent of any prior transfers of Units within the preceding
twelve months).

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

99.(a)(1) Form of Letter from the Partnerships to Unitholders dated October
4, 1996.

99.(b) Not applicable.

99.(c)(1) Form of Press Release issued by McNeil Partners on October 4,
1996.

99.(c)(2) Letter dated October 3, 1996 from Crosson Dannis, Inc. to McNeil
Partners, L.P.

99.(c)(3) Letter dated August 12, 1996 from the Bidders to the Partnerships
(incorporated by reference to Exhibit 6 of Bidders' Schedule
14D-1 dated September 19, 1996).

99.(c)(4) Letter dated August 19, 1996 from counsel to the Partnerships to
counsel to the Bidders (incorporated by reference to Exhibit 7 of
Bidders' Schedule 14D-1 dated September 19, 1996).

12
<PAGE> 13
99.(c)(5) Complaint filed by McNeil Pacific Investors Fund 1972, McNeil
Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV,
Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real
Estate Fund XXV, L.P., as plaintiffs, against the Bidders and
certain affiliates, as defendants (without exhibits)
(incorporated by reference to Exhibit 8 of Bidders' Schedule
14D-1 dated September 19, 1996).

99.(c)(6) Defendants' Answer to Complaint for Declaratory and Injunctive
Relief filed by High River and certain of its affiliates, as
defendants, against McNeil Pacific Investors Fund 1972, McNeil
Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV,
Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real
Estate Fund XXV, L.P., as plaintiffs (incorporated by reference
to Exhibit 19 of Bidders' Schedule 14D-1 dated September 19,
1996).

99.(c)(7) Counterclaim of High River for Injunctive and other Relief re:
Denial of Access to a Partner to Limited Partnership Records
filed by High River and certain of its affiliates, as defendants,
against McNeil Pacific Investors Fund 1972, McNeil Real Estate
Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil
Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P.,
McNeil Real Estate Fund XXIV, L.P. and McNeil Real Estate Fund
XXV, L.P., as plaintiffs (without exhibits) (incorporated by
reference to Exhibit 20 of Bidders' Schedule 14D-1 dated
September 19, 1996).

99.(c)(8) Plaintiffs/Counterclaim-Defendants' Answer to Counterclaim of
High River for Injunctive and other Relief filed by McNeil
Pacific Investors Fund 1972, McNeil Real Estate Fund IX, Ltd.,
McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate
Fund XXIV, L.P. and McNeil Real Estate Fund XXV, L.P., as
plaintiffs, against High River and certain of its affiliates
(incorporated by reference to Exhibit 21 of Bidders' Schedule
14D-1 dated September 19, 1996).

99.(c)(9) Proposed Supplemental and Amended Complaint for Declaratory and
Injunctive Relief filed by McNeil Pacific Investors Fund 1972,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X,
Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund
XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real
Estate Fund XXV, L.P., McNeil Real Estate Fund XXVI, L.P. and
McNeil Real Estate Fund XXVII, L.P., as plaintiffs, against High
River and certain of its affiliates (without exhibits)
(filed herewith).

13
<PAGE> 14
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 4, 1996
MCNEIL PARTNERS, L.P.
General Partner of each of the Partnerships

By: McNeil Investors, Inc.
General Partner

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

14
<PAGE> 15
ANNEX A

<TABLE>
<CAPTION>
MCNEIL REAL ESTATE FUND IX
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOW PROJECTIONS 000'S 1997 1998 1999 2000 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Partnership cash flow before debt service 5,028 4,875 2,761 1,513 167
Net sales proceeds 5,509 7,002 16,960 3,991 13,091
Debt service on mortgage obligations (5,247) (4,480) (2,936) (1,791) (781)
- ------------------------------------------------------------------------------------------------------------------------------------
Partnership cash flow 5,291 7,398 16,786 3,714 12,477
Estimated distributions to LP's (5,136) (7,398) (16,786) (3,714) (15,477)
Beginning working capital cash reserves 2,845 3,000 3, 000 3,000 3,000
- ------------------------------------------------------------------------------------------------------------------------------------
Ending working capital cash reserves 3,000 3,000 3,000 3,000 0
</TABLE>

ASSUMPTIONS:
Partnership cash flow before debt service - Represents net cash flow from
properties after capital improvements but before debt service. Also
includes all G & A costs of the partnership and payments to the GP. Based
on 1996 property budgets and estimated 1996 partnership costs.

Net sales proceeds - Estimated proceeds from sales of properties.
Calculated by taking property NOI and capping at 10% for apartments, 11%
for retail and self storage, and 12% for office buildings. This capped
value is then reduced by a 3% transaction cost and the outstanding balance
of the related mortgage indebtedness.

Debt service on mortgage obligations - Annual debt service on outstanding
mortgage notes secured by real property.

Estimated distributions to LP's - Represents distribution of total
partnership cash flow subject to maintenance of a working capital cash
reserve, which is distributed in year of termination.

Cash flow projections assume an orderly liquidation of all partnership
properties commencing with sales in 1997 and final termination in 2001 with
the final property sale.

<PAGE> 16
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
99.(a)(1) Form of Letter from the Partnerships to Unitholders dated
October 4, 1996.

99.(c)(1) Form of Press Release issued by McNeil Partners on October 4,
1996.

99.(c)(2) Letter dated October 3, 1996 from Crosson Dannis, Inc. to
McNeil Partners, L.P.

99.(c)(3) Letter dated August 12, 1996 from the Bidders to the
Partnerships (incorporated by reference to Exhibit 6 of Bidders'
Schedule 14D-1 dated September 19, 1996).

99.(c)(4) Letter dated August 19, 1996 from counsel to the Partnerships to
counsel to the Bidders (incorporated by reference to Exhibit 7
of Bidders' Schedule 14D-1 dated September 19, 1996).

99.(c)(5) Complaint filed by McNeil Pacific Investors Fund 1972, McNeil
Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV,
Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real
Estate Fund XXV, L.P., as plaintiffs, against the Bidders and
certain affiliates, as defendants (without exhibits)
(incorporated by reference to Exhibit 8 of Bidders' Schedule
14D-1 dated September 19, 1996).

<TABLE>
<S> <C> <C>
99.(c)(7) Counterclaim of High River for Injunctive and other Relief re:
Denial of Access to a Partner to Limited Partnership Records
filed by High River and certain of its affiliates, as
defendants, against McNeil Pacific Investors Fund 1972, McNeil
Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd.,
McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV,
Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P. and McNeil Real
Estate Fund XXV, L.P., as plaintiffs (without exhibits)
(incorporated by reference to Exhibit 20 of Bidders' Schedule
14D-1 dated September 19, 1996).

<PAGE> 1
EXHIBIT 99(a)(1)

MCNEIL REAL ESTATE FUND IX, LTD.

October 4, 1996

Dear Unitholder:

Once again, Carl C. Icahn and his affiliate, High River Limited Partnership,
have made an offer to purchase your units at a price that is inadequate and not
in the best interests of either McNeil Real Estate Fund IX, Ltd. (the
"Partnership") or Unitholders.

WHY DOES A SOPHISTICATED INVESTOR LIKE MR. ICAHN STILL WANT TO PURCHASE YOUR
UNITS -- THIS YEAR FOR $180? THE ANSWER IS RELATIVELY SIMPLE: HE WANTS TO
PROFIT SIGNIFICANTLY FROM HIS OWNERSHIP OF YOUR UNITS. AS DISCUSSED BELOW, AN
INDEPENDENT ESTIMATE OF THE LIQUIDATION VALUE OF YOUR UNITS IS BETWEEN $256 AND
$270 PER UNIT. FURTHER, AS DISCUSSED BELOW, THE PARTNERSHIP WILL COMMENCE AN
ORDERLY LIQUIDATION AND ANTICIPATES COMPLETING THAT LIQUIDATION BY DECEMBER
2001, DURING WHICH TIME UNITHOLDERS WILL RECEIVE CASH DISTRIBUTIONS FROM THE
PROCEEDS OF SALES.

As you may remember, last year Mr. Icahn and his affiliates commenced
unsolicited tender offers for up to 45% of the outstanding units of limited
partnership interests in ten McNeil Real Estate funds, including the
Partnership. In response, after fully considering his offer for your Units in
accordance with our fiduciary duties, we informed you that his offer was not in
the best interests of either the Partnership or Unitholders and we strongly
recommended that it be rejected because the price did not adequately reflect
the inherent values of your Units. YOU AND THE HOLDERS OF 92.6% OF THE
PARTNERSHIP'S UNITS AGREED THAT MR. ICAHN'S OFFER WAS INADEQUATE, REJECTED HIS
OFFER AND DID NOT TENDER YOUR UNITS.

This time around Mr. Icahn is attempting to purchase any and all of the
outstanding Units in eleven McNeil Real Estate funds. IN RESPONSE THIS YEAR,
THE PARTNERSHIP HAS RECEIVED THE INDEPENDENT OPINION OF ITS FINANCIAL ADVISOR,
CROSSON DANNIS, INC. ("CROSSON DANNIS"), THAT MR. ICAHN'S OFFER PRICE IS
INADEQUATE FROM A FINANCIAL POINT OF VIEW TO UNITHOLDERS AS DISCUSSED BELOW.
ONCE AGAIN, IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, THE PARTNERSHIP DETERMINED
THAT MR. ICAHN'S OFFER IS INADEQUATE, NOT IN THE BEST INTERESTS OF EITHER THE
PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY RECOMMEND THAT YOU REJECT IT. The
Partnership reached this conclusion after considering a variety of factors,
including, but not limited to, the following:

INDEPENDENT OPINION OF LIQUIDATION VALUE. The opinion of Crosson Dannis, dated
October 3, 1996, states that the consideration offered in Mr. Icahn's offer is
inadequate from a financial point of view to Unitholders compared to the
Present Estimated Liquidation Value (as defined below). Crosson Dannis
prepared an estimate of the present value (the "Present Estimated Liquidation
Value") of a Unit based on the assumption that the Partnership commences a
theoretical orderly liquidation in January 1997 and completes that liquidation
by December 2001 (the "Assumed Liquidation"). THE PRESENT ESTIMATED
LIQUIDATION VALUE FOR THE PARTNERSHIP AS OF OCTOBER 3, 1996 IS BETWEEN $256 AND
$270 PER UNIT. The Present Estimated Liquidation Value represents Crosson
Dannis' estimate of the present value of the gross cash distributions,
approximately $404.00, that a Unitholder would receive between now and the
completion of the Assumed Liquidation. It should be noted that the Present
Estimated Liquidation Value does not represent an estimate by Crosson Dannis of
the fair market value of a Unit.
<PAGE> 2
PLANS TO LIQUIDATE THE PARTNERSHIP. In April 1996, the Partnership announced
that it had determined to evaluate market and other economic conditions to
establish the optimum time to commence an orderly liquidation of the
Partnership's assets in accordance with the terms of its partnership agreement.
Taking such conditions as well as other pertinent information into account, we
have determined to begin an orderly liquidation of all the Partnership's
assets. Although there can be no assurance as to the timing of any liquidation
due to real estate market conditions, the general difficulty of disposing of
real estate, and other general economic factors, it is anticipated that such
liquidation would result in the dissolution of the Partnership followed by a
liquidating distribution to Unitholders by December 2001. You should note that
since 1993, one property has been sold by the Partnership.

LIQUIDATION AND DISSOLUTION OF MCNEIL REAL ESTATE FUND V, LTD. For example,
you should be aware that last August, Mr. Icahn offered $400 per unit for
McNeil Real Estate Fund V, Ltd. which was significantly below our estimate of
the pro forma liquidation value of $667.30 per unit as of June 30, 1995. In
response, we recommended that unitholders reject his offer because it did not
reflect the inherent value of the units and was not in the best interests of
either Fund V or its unitholders. Holders of approximately 97.5% of Fund V's
units agreed in the fall of 1995 that Mr. Icahn's offer was inadequate,
rejected his offer and did not tender their units. We are pleased to inform
you that, since then, Fund V distributed $83.40 cash to unitholders and, on
September 10, 1996, holders of more than 75% of Fund V's units which voted
approved the liquidation and dissolution of Fund V, pursuant to which it is
anticipated that all unitholders will receive a cash distribution of
approximately $643.07 per Unit, subject to reserves and adjustment, which
closely approximates our 1995 estimate of pro forma liquidation value. TAKEN
TOGETHER WITH THE CASH DISTRIBUTIONS TO UNITHOLDERS, SUCH AMOUNT IS
APPROXIMATELY $326.47 PER UNIT (82%) HIGHER THAN MR. ICAHN'S 1995 OFFER PRICE.
Although there can be no assurance that a similar result will occur with the
Partnership or that any particular distribution per unit will be obtained, THE
LIQUIDATION AND DISSOLUTION OF FUND V AND THE OPINION OF CROSSON DANNIS PROVIDE
SOLID SUPPORT FOR OUR VIEW THAT MR. ICAHN'S CURRENT OFFER PRICE OF $180 FOR
YOUR UNITS IS INADEQUATE AND NOT IN THE BEST INTERESTS OF EITHER THE
PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY RECOMMEND THAT YOU REJECT IT.

Attached is the Partnership's response to Mr. Icahn's offer which has been
filed with the Securities and Exchange Commission and is being mailed to all
Unitholders. While we suggest you read the attached Schedule 14D-9 (the
"Response") in its entirety, you should be aware that Item 4 of the Response
sets forth the recommendation of the Partnership with respect to the Mr.
Icahn's offer and the background and reasons for the position taken by the
Partnership.

We will, of course, continue to keep you informed of significant events
concerning the Partnership. In the event you have any questions concerning
this letter, please contact The Herman Group, Inc. which has been retained by
the Partnership to assist in our response to your inquiries, toll free at (800)
658-2007.

Very truly yours,

Donald K. Reed
McNeil Partners, L.P.
General Partner

<PAGE> 1
EXHIBIT 99(c)(1)

DRAFT PRESS RELEASE

For Immediate Release Contact:
Sherri M. Herman
The Herman Group, Inc.
(800) 658-2007

MCNEIL PARTNERSHIPS RECOMMEND REJECTION
OF TEN ICAHN TENDER OFFERS

DALLAS, TEXAS, October 4, 1996 - Each of ten McNeil Real Estate limited
partnerships today announced that it recommends that unitholders reject the
unsolicited tender offer of High River Limited Partnership and Carl C. Icahn
and not tender their units pursuant to the offer. Last year, Mr. Icahn
tendered for units of eight of such Partnerships and holders of more than 90%
of the outstanding units of each Partnership rejected his offer and did not
tender their units. This year, each such Partnership obtained the independent
opinion of Crosson Dannis, Inc. that the consideration offered in each of the
offers is inadequate from a financial point of view to unitholders as a class
compared to the estimated present liquidation value of a unit. One additional
Partnership did not receive such an opinion and did not make a recommendation
as to whether unitholders should reject or accept Mr. Icahn's offer.

The ten Partnerships' Schedules 14D-9 filed today with the
Securities and Exchange Commission concluded, among other things, that:

ONCE AGAIN, IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, THE PARTNERSHIP
DETERMINED THAT MR. ICAHN'S OFFER IS INADEQUATE, NOT IN THE BEST
INTERESTS OF EITHER THE PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY
RECOMMEND THAT YOU REJECT IT.

All of the Partnerships have commenced litigation against High
River, Mr. Icahn and their affiliates alleging, among other things, that the
offers were made in violation of the federal securities laws.

<PAGE> 1
CROSSON DANNIS, INC.
REAL ESTATE VALUATION AND CONSULTATION
CAMPBELL CENTRE II
8150 NORTH CENTRAL EXPRESSWAY, SUITE 950
DALLAS, TEXAS 75206
(214)739-3388
FAX (214)739-4592
[email protected]

Stephen T. Crosson, MAI, SRA David B. Acree, MAI
Charles G. Dannis, MAI, SRA Norman L. Archibald, MAI, SRA
Deborah A. Wilson, JD John Scarborough, SRA

October 3, 1996

Board of Directors of McNeil Investors, Inc., as the
General Partner of McNeil Partners, L.P., as the
General Partner of McNeil Real Estate Fund IX, Ltd.
c/o McNeil Partners, L.P., its general partner
13760 Noel Road, Suite 700, LB 700
Dallas, Texas 75240

Re: Analysis of Present Estimated Liquidation Value of Unit of Limited
Partnership Interest in McNeil Real Estate Fund IX, Ltd., a California
limited partnership (the "Partnership")

Gentlemen:

We understand that the Partnership has received an offer to purchase any and
all of the outstanding units of limited partnership interest in the Partnership
(each, a "Unit" and collectively, the "Units") from High River Limited
Partnership, Riverdale LLC, Unicorn Associates Corporation and Carl C. Icahn
dated September 20, 1996, (the "HR Offer"). In connection with your analysis of
the HR Offer you have requested, and accordance with your request, we have
completed, an analysis of the Present Estimated Liquidation Value of a unit of
limited partnership interest in the Partnership.

The effective date of our conclusions is October 3, 1996.

Our conclusions are specifically based upon and subject to several important
assumptions and limiting conditions presented in our report to you which is
attached to this letter (the "Report").
<PAGE> 2
Board of Directors of McNeil Investors, Inc.
October 3, 1996
Page Two

After employment of the limited valuation processes and methodology described
in the Report and subject to the assumptions, limiting conditions and other
considerations described in the Report, we have estimated a Present Estimated
Liquidation Value (as defined in the Report) of a Unit, effective as of October
3, 1996, of $256 TO $270 PER UNIT. This estimate is not intended to be and
does not constitute an opinion as to the fair market value of a Unit. In
making our estimate of the Present Estimated Liquidation Value of a Unit as set
forth above, based upon the limited valuation processes and methodology
described in this Report and subject to the assumptions, limiting conditions
and other considerations set forth in this Report, we have estimated a gross
amount of cash that the Partnership would have available to distribute to the
holders of Units out of the net proceeds of the Liquidation (as defined in the
Report) over the Period of Liquidation (as defined in the Report), effective as
of October 3, 1996, of approximately $404 PER UNIT.

In addition, you have asked us for our opinion as to the adequacy, from a
financial point of view, to the holders of the Units of the consideration
offered to such holders in the HR Offer as compared to the Present Estimated
Liquidation Value of a Unit. Based on the limited valuation processes and
methodology described in the attached report and subject to the assumptions and
limiting conditions and other considerations set forth in the attached report,
we are of the opinion that, as of October 3, 1996, the consideration offered to
the holders of Units in the HR Offer is inadequate, from a financial point of
view, to such holders of Units as compared to the Present Estimated Liquidation
Value of a Unit as set forth above.

This letter must remain attached to, and is a permanent part of, the
accompanying Report for the conclusions in such Report to be considered valid.

Neither this letter, the Report nor any part hereof or thereof is intended to
be nor does it constitute a recommendation to any holder of a Unit as to
whether or not to accept the consideration offered for such Units in the HR
Offer, whether as a means for such holders of Units to liquidate their Units or
otherwise.

The Report and the conclusions expressed therein are for the use of the board
of directors of McNeil Investors, Inc., in its capacity as the general partner
of McNeil Partners, L.P., the general partner of the Partnership and the use of
the Partnership.

Respectfully submitted,

Crosson Dannis, Inc.

CDI/ab
Attachments
<PAGE> 3
ANALYSIS OF PRESENT ESTIMATED LIQUIDATION VALUE
REPORT OF CROSSON DANNIS INC.
RE: FUND IX, LTD.

PURPOSE, DEFINITIONS AND SCOPE

PURPOSE

The PURPOSE of the analysis of Crosson Dannis, Inc. is to: (1) estimate the
Present Estimated Liquidation Value (as defined below) of a unit of limited
partnership interest (each, a "Unit" and collectively, the "Units") in McNeil
Real Estate Fund IX, Ltd. (the "Partnership") and (2) to give our opinion as to
the adequacy, from a financial point of view, to the holders of Units, of the
consideration offered by High River Limited Partnership, Riverdale LLC, Unicorn
Associates Corporation and Carl C. Icahn (the "Bidders") in the offer, dated
September 20, 1996, made by the Bidders to the holders of the Units to purchase
any and all of the Units (the "HR Offer"). The effective date of our conclusion
and opinion is October 3, 1996.

CERTAIN LIMITATIONS

We have not been requested to opine as to, and this report does not include or
constitute an opinion regarding or otherwise address, the fair market value of
a Unit. The general partner of the Partnership may, in the future, select and
use other strategies for realizing the value of the Partnership's assets. Our
analysis and conclusions described herein cannot and do not take into account
the potential value of the Units if other strategies are employed. This report
is not intended to be and does not constitute a recommendation to any holder of
a Unit as to whether or not to accept the consideration offered for such Units
in the HR Offer, whether as a means for such holders of Units to liquidate
their Units or otherwise.

DEFINITIONS

When used herein, the following terms have the meanings set forth below:

"PARTNERSHIP FINANCIAL MODEL" means the financial model for the Partnership,
including projections, prepared by the Partnership's management based on
certain assumptions.

"PERIOD OF LIQUIDATION" means the period during which the assets of the
Partnership are assumed to be sold and the net proceeds distributed to the
holders of the Units, which period is from January 1, 1997 to December 31,
2001.

"PRESENT ESTIMATED LIQUIDATION VALUE" means the present value of cash
distributable out of the net proceeds of an assumed orderly liquidation of the
Partnership's assets to the holders of Units over the Period of Liquidation.

CROSSON DANNIS, INC.
1
<PAGE> 4
"LIQUIDATION" means an assumed orderly liquidation of the Partnership's assets
commencing at the beginning of the Period of Liquidation and ending by the end
of the Period of Liquidation and conducted under the following conditions:

a. The consummation of asset sales will occur within the Period of
Liquidation.

b. The buyers and the seller all act prudently and knowledgeably in
connection with the sale and purchase of the assets.

c. The seller is not under compulsion to sell within an inordinately
short time.

d. The buyers are typically motivated.

e. Both buyers and the seller are acting in what they consider their
best interests.

f. An adequate marketing effort will be made in the specified time
allowed for the completion of a sale of any asset.

g. Payment for the assets will be made in cash in U.S. dollars or in
terms of financial arrangements comparable thereto.

h. The price for each asset sold represents the normal consideration
that would be paid for that asset if the sale were unaffected by
special or creative financing or sales concessions granted by
anyone associated with the sale.

RELATIONSHIP TO CLIENT

Crosson Dannis, Inc.'s relationship to the client is that of an independent
third-party consultant. Neither Crosson Dannis, Inc. nor any shareholder,
director, officer or employee of Crosson Dannis, Inc. has an interest in the
Partnership. The fee paid to Crosson Dannis, Inc. in connection with rendering
of this Report has not been contingent upon the conclusions reached or the
substance of this Report.

SCOPE

The scope of our analysis included a number of independent investigations and
analyses. To a significant extent our analysis was based on information
provided to Crosson Dannis, Inc. by the Partnership and its management. The
valuation processes and methodology employed by Crosson Dannis, Inc. is as
outlined below:

1. Reviewed property level files for each real property owned by the
Partnership.

a. Identified those real properties not currently operating
on a stabilized basis.

b. Inspected a representative sampling of real properties.

CROSSON DANNIS, INC.
2
<PAGE> 5
2. Reviewed the Partnership's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.

3. Accumulated market data as we deemed appropriate.

4. Reviewed the Partnership Financial Model, including the financial
projections that formed a part of the Partnership Financial
Model.

a. Modified certain property level assumptions on which the
Partnership Financial Model and the projections contained
in it were based as we deemed appropriate.

b. Modified certain partnership level assumptions on which
the Partnership Financial Model and the projections
contained in it were based as we deemed appropriate.

5. Interviewed management of the Partnership regarding the business
and operations of the Partnership and the assumptions on which
the Partnership Financial Model and the projections contained
therein were based, particularly those assumptions made at the
partnership level.

6. Reviewed the HR Offer.

7. Based upon the above, performed a discounted cash flow analysis
using the Partnership Financial Model.

It is most important to understand that the scope of work did not include a
determination or appraisal of the market value or any other measure of value of
the individual real properties owned by the Partnership.

ADDITIONAL ASSUMPTIONS AND LIMITING CONDITIONS

The following additional assumptions and limiting conditions are integral to
the understanding of the conclusions reached herein.

PRUDENT AND COMPETENT MANAGEMENT

We have assumed that the management of the Partnership and each of its
assets is competent, prudent and reasonable relative to current market
standards for partnerships similar in structure and of similar assets.
We have also assumed that the leasing of the real property assets of the
Partnership is competent and prudent and reasonable in accordance with
current market standards for similar properties.

CROSSON DANNIS, INC.
3
<PAGE> 6
USE AND PURPOSE OF THIS REPORT

This Report is based upon our review and analysis of the facts and data
contained in the information, documents and files that you and others
have provided to us. We assume no responsibility for changes in market,
economic or other conditions or the factual basis of this Report after
the date of this opinion or any inaccuracy or incompleteness of such
information, files or documents that could affect this Report. We
assume no responsibility for updating this Report. The conclusions
expressed in this Report are for the specific purpose as set forth in
this Report and are invalid if used for any other purpose. This Report
is for the use of the Board of Directors of McNeil Investors, Inc. in
its capacity as the general partner of McNeil Partners, L.P., general
partner of the Partnership, and the use of the Partnership. THIS REPORT
IS NOT INTENDED TO BE AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY
LIMITED PARTNER OF THE PARTNERSHIP AS TO ANY MATTER.

PARTNERSHIP ASSETS

We assume no responsibility for the legal description of any real
property assets of the Partnership reviewed or title to those assets.
With your concurrence, with respect to the assets, including real
property, and business interests of the Partnership, we have assumed:

The Partnership holds good and, as the case may be under
applicable state laws, marketable or indefeasible title to its
assets.

The Partnership, the General Partner and all other pertinent
persons have fully complied with all applicable federal, state
and local laws and regulations that would otherwise adversely
affect the value of the assets of the Partnership.

All required licenses, certificates of occupancy, consents or
legislative or administrative authority from any federal, state
or local governmental authority or agency has been or will be
obtained or renewed for any use of the assets of the Partnership
on which this Report is based, whether in whole or part.

As to the real property assets of the Partnership, all existing
leases, subleases and other use agreements are in full force and
effect and each party to all such agreements are in full
compliance with their obligations thereunder and no default of
event of default exists with respect to any such agreements.

The assets of the Partnership are all freely transferable.

No asset of the Partnership is subject to any option, right of
first offer, right of first refusal or other encumbrance that
could result in any obligation of the Partnership to sell
otherwise dispose of such asset for an amount less than the then
fair market value of such asset.

CROSSON DANNIS, INC.
4
<PAGE> 7
THE UNITS

We have assumed that the holders of the Units acquired the Units and
continue to hold them as long-term investments and with the
understanding that there is no active trading market in the Units and
that the Units are illiquid. We have not considered the circumstances
of any particular investor in reaching the conclusions expressed in this
Report.

LEGAL OR OTHER SPECIALIZED EXPERTISE

No opinion is intended to be expressed for matters which require legal
or specialized expertise, investigation, or knowledge beyond that
customarily employed by professional valuation firms. We have assumed
that legal descriptions and information concerning the partnership
agreement of the Partnership given to us are accurate.

ACCURACY OF FINANCIAL AND THIRD PARTY DATA

We have assumed and relied upon the accuracy and completeness of the
financial and other information used by us in arriving at our
conclusions expressed in this Report without assuming responsibility for
the independent verification of such information and have further relied
upon the assurances of management of the Partnership and its general
partner that they are not aware of any facts that would make such
information inaccurate, incomplete or otherwise misleading in any
material respect. With respect to any financial projections of the
Partnership provided to us, we have assumed that such projections have
been reasonably prepared on a basis reflecting the best currently
available estimates and judgments of the management of the Partnership
as to the future financial performance of the Partnership. However, for
purposes of our analysis, and based upon our review of certain
independent market data, we also may have utilized certain adjustments
to any such projections. If so, those adjustments are described in this
Report. In arriving at our conclusion in this Report, we have not
conducted a physical inspection of all of the Partnership's properties,
but have obtained and reviewed existing market data on certain assets of
the Partnership. Our conclusion is necessarily based upon market,
economic and other conditions as they exist on, and can be evaluated as
of, the date of this Report.

OPINION DATE

The date of this Report is October 3, 1996. The dollar amount reported
is based upon the purchasing power of the U.S. dollar as of this date.
Crosson Dannis, Inc. assumes no responsibility for economic or physical
factors occurring subsequent to the date of this Report.

INDEPENDENCE

Neither Crosson Dannis, Inc. nor any shareholder, director, officer or
employee of Crosson Dannis, Inc. has any interest in the Partnership.
The fee paid to Crosson Dannis, Inc. in connection with rendering of
this Report has not been contingent upon the conclusions reached or the
substance of this Report.

CROSSON DANNIS, INC.
5
<PAGE> 8
RESPONSIBILITY FOR ASSUMPTIONS

Many of the assumptions made in the preparation of this Report and in
reaching our opinion expressed in this Report are beyond the control of
the Partnership, its general partner and any other person. Such
assumptions may or may not prove to be correct. Neither Crosson Dannis,
Inc. nor any of its shareholders, officers, directors, employees or
agents shall have any responsibility for the accuracy of such
assumptions.

EFFECT OF LIQUIDATION EXPENSE

The conclusions expressed herein specifically disregard the impact(s) of
litigation expense resulting from tender defense costs and/or class
action litigation.

DESCRIPTION OF PARTNERSHIP

The Partnership is a California limited partnership. According to the general
partner, 110,170 units of limited partnership are currently outstanding.

Real estate assets owned by the partnership are as follows:

<TABLE>
<CAPTION>
================================================================================
NAME/LOCATION PROPERTY TYPE
================================================================================
<S> <C>
Berkley Hills/300 Berkley Drive APT
Madison, TN
- --------------------------------------------------------------------------------
Cherry Hills/2200 S. Rock Road APT
Wichita, KS
- --------------------------------------------------------------------------------
Forest Park Village/144 Forest Village Lane APT
Columbus, OH
- --------------------------------------------------------------------------------
Heather Square/12250 Abrams APT
Dallas, TX
- --------------------------------------------------------------------------------
Lantern Tree/7525 Pierce Plaza APT
Omaha, NE
- --------------------------------------------------------------------------------
Meridian West/2680 S. Meridian APT
Puyallup, WA
- --------------------------------------------------------------------------------
Pennbrook Place/7050 Arapaho APT
Dallas, TX
- --------------------------------------------------------------------------------
Rockborough/3721 Spring Valley APT
Addison, TX
- --------------------------------------------------------------------------------
Rolling Hills/9100 Rainbow Springs APT
Louisville, KY
- --------------------------------------------------------------------------------
Ruskin Place/1001 Norwood Drive APT
Lincoln, NE
- --------------------------------------------------------------------------------
Sheraton Hills/600 Whispering Hills Drive APT
Nashville, TN
- --------------------------------------------------------------------------------
Westgate/410 Charity Circle APT
Lansing, MI
- --------------------------------------------------------------------------------
Williamsburg/3215 Knight Street APT
Shreveport, LA
================================================================================
</TABLE>

CROSSON DANNIS, INC.
6
<PAGE> 9
PARTNERSHIP VALUATION

The conclusions reached this Report are the result in part of an analysis of
the Partnership Financial Model developed and provided by the management of the
Partnership, including McNeil Partners, L.P., its general partner, and McNeil
Investors, Inc., the general partner of McNeil Partners, L.P. Our estimate of
the Present Estimated Liquidation Value is based on a valuation analysis that
was a discounted cash flow analysis applied to the cash distributions
anticipated to be received by the holders of Units based on the Partnership
Financial Model. That analysis is based in part on the assumption that the
Partnership will commence the Liquidation at the commencement of the Period of
Liquidation and that the Liquidation will be completed within the Period of
Liquidation. The Partnership Financial Model and the projections contained
therein are based on certain important assumptions. The Partnership Financial
Model with the assumptions and projections utilized in making the estimates and
forming the opinion herein expressed are contained within the files of Crosson
Dannis, Inc. Said documents are not included herein due to their confidential
nature.

CROSSON DANNIS, INC.
7
<PAGE> 10
CONCLUSIONS

PRESENT ESTIMATED LIQUIDATION VALUE

After employment of the limited valuation processes and methodology described
herein and subject to the assumptions, limiting conditions and other
considerations set forth herein, we have estimated a Present Estimated
Liquidation Value of a Unit, effective as of October 3, 1996, of $256 TO $270
PER UNIT.

In making our estimate of the Present Estimated Liquidation Value of a Unit as
set forth above, based upon the limited valuation processes and methodology
described in this Report and subject to the assumptions, limiting conditions
and other considerations set forth in this Report, we have estimated a gross
amount of cash that the Partnership would have available to distribute to the
holders of Units out of the net proceeds of the Liquidation over the Period of
Liquidation, effective as of October 3, 1996, of approximately $404 PER UNIT.

ADEQUACY OF THE HR OFFER

A comparison of the Crosson Dannis, Inc. estimate of the Present Estimated
Liquidation Value per Unit with the consideration offered by the Bidders for a
Unit in the HR Offer is shown below. We understand that by the terms of the HR
Offer, the consideration for any Units purchased by the Bidders will be
adjusted by the amount of any distributions made by the Partnership to the
holders of the Units after August 15, 1996. We further understand that the
stated consideration for any Unit purchased pursuant to the HR Offer is not so
adjusted for any distribution.

<TABLE>
================================================================================
<S> <C>
CROSSON DANNIS, INC. $256 to $270/UNIT

BIDDERS' OFFER $180.00/UNIT
================================================================================
</TABLE>

In view of the foregoing and subject to the assumptions, limiting conditions
and other considerations set forth herein, we are of the opinion that, as of
October 3, 1996, the consideration offered to the holders of Units in the HR
Offer for a Unit is inadequate, from a financial point of view, to the holders
of Units compared with the Present Estimated Liquidation Value for a Unit as
set forth above.

CROSSON DANNIS, INC.
8

<PAGE> 1
EXHIBIT 99(c)(9)

FRANK ROTHMAN (CA State Bar No. 22890)
HARRIET S. POSNER (CA State Bar No. 116097)
STEVEN A. VELKEI (CA State Bar No. 160561)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000

Attorneys for Plaintiffs/ Counterdefendants
MCNEIL PACIFIC INVESTORS
FUND 1972, et al.

<TABLE>
<S> <C>
UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

MCNEIL PACIFIC INVESTORS FUND 1972, LTD., MCNEIL ) Case No. CV-96-5680 SVW (CWx)
REAL ESTATE FUND IX, LTD., MCNEIL REAL ESTATE FUND )
X, LTD., MCNEIL REAL ESTATE FUND XI, LTD., MCNEIL ) [PROPOSED] SUPPLEMENTAL AND AMENDED COMPLAINT
REAL ESTATE FUND XIV, LTD., MCNEIL REAL ESTATE FUND ) FOR DECLARATORY AND INJUNCTIVE RELIEF
XV, LTD., MCNEIL REAL ESTATE FUND XX, L.P., MCNEIL )
REAL ESTATE FUND XXIV, L.P., MCNEIL REAL ESTATE )
FUND XXV, L.P., MCNEIL REAL ESTATE FUND XXVI, and )
MCNEIL REAL ESTATE FUND XXVII, )
)
Plaintiffs, )
)
v. )
)
HIGH RIVER LIMITED PARTNERSHIP, RIVERDALE INVESTORS )
CORP., INC., CARL C. ICAHN, and UNICORN ASSOCIATES )
CORPORATION, )
Defendants. )
)
)
AND RELATED COUNTERCLAIMS. )
)
)
)
)
)
)
)
)
</TABLE>
<PAGE> 2
Plaintiffs, 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 XIV, Ltd., McNeil Real Estate Fund XV, Ltd.,
McNeil Real Estate Fund XX, 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. (collectively, the "Partnerships"), by their attorneys,
Skadden, Arps, Slate, Meagher & Flom, for their [Proposed] Supplemental and
Amended Complaint for Declaratory and Injunctive Relief against defendants High
River Limited Partnership, Riverdale Investors Corp., Inc., Carl C. Icahn, and
Unicorn Associates Corporation, allege as follows:

JURISDICTION

1. The jurisdiction of this Court is invoked pursuant to 28
U.S.C. Section 1332 (federal question jurisdiction); 15 U.S.C. Section 78aa
(jurisdiction over claims arising under the Securities Exchange Act of 1934);
and 28 U.S.C. Section 1367 (supplemental jurisdiction).

SUMMARY OF SUPPLEMENTAL AND AMENDED COMPLAINT

2. This is an action to enjoin a series of ongoing illegal
tender offers by affiliates of the well-known corporate raider, Carl Icahn, for
eleven real estate limited partnerships.

3. In early August, defendants unlawfully made a public
announcement of their intention to conduct a series of
<PAGE> 3
tender offers for limited partnership units in ten California limited
partnerships (the "Original Ten Partnerships"). As a matter of law under SEC
Rule 14d-2, this unlawful announcement caused tender offers to be commenced at
that time. Yet, for more than six weeks, the bidders failed to provide the
unitholders, the Partnerships and the Securities and Exchange Commission with
the required information to which they were entitled under the federal
securities laws. One effect (or, indeed, possibly the intention) of
defendants' unlawful announcement was to predispose the unitholders with
specific promises concerning purported tender offers -- a manipulative device
the SEC has expressly barred pursuant to its authority to make rules to protect
investors from the manipulative devices employed during tender offers.

4. For more than six weeks after August 5, 1996, defendants
allowed its unlawful tender offers to remain pending, without either (i)
disseminating tender offer materials to the Partnerships' unitholders, or (ii)
withdrawing or discontinuing the tender offers. Finally, on September 20,
1996, defendant High River Limited Partnership ("High River") finally commenced
its tender offers for nine of the Original Ten Partnerships -- omitting one
partnership that was in the process of being liquidated, with substantially
greater financial benefit to unitholders than they would have received from
defendants' lowball offers -- together with two additional partnerships.
However, High River's belated commencement of its formal tender offers fails to
cure its blatant and continuous pattern of illegality.

2
<PAGE> 4
5. Among other defects, High River's current tender offers for
"any and all units" in the Partnerships are undertaken in violation of the
applicable Partnership Agreements, each of which precludes transfers of
Partnership units that would have the effect of dissolving or terminating the
Partnership. As High River has itself acknowledged, the Internal Revenue Code
and applicable IRS regulations provide that the transfer of more than 50% of
partnership interests within any 12-month period results in termination of the
Partnership for federal tax purposes. Accordingly, High River should not be
permitted to conduct, let alone consummate, coercive tender offers that
threaten to cause the Partnerships to terminate, with potentially serious,
harmful tax consequences for non-tendering limited partners and the
Partnerships themselves, and the offers should be enjoined. Additionally, High
River's Schedule 14D-1 disclosures are false, misleading and omissive in
several other respects, including such material matters as the time when
unitholders can expect to receive payment for their units and the price to be
received. The defects in High River's disclosures, individually and
cumulatively, warrant injunctive relief against continuation and consummation
of the tender offers pending fair and complete correct disclosures and the
passage of a reasonable time thereafter.

6. As an aid to their illegal offers, defendants have served the
Original Ten Partnerships with demands for lists of unitholders, allegedly made
pursuant to the California Limited Partnership Act. Admittedly, defendants'
purpose in requesting these lists is to facilitate the pending High River

3
<PAGE> 5
tender offers that not only are being pursued in violation of the federal
securities laws, but would also, if successful, destroy the Partnerships and
damage thousands of unitholders. Because defendants' request for the lists is
illegal and made for an improper purpose, the Partnerships are further entitled
to a declaratory judgment that they are under no obligation to furnish
defendants (or any other person or entity acting in concert with them) with the
unitholder lists under these circumstances.

PARTIES

7. Each of the plaintiff Partnerships (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 XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, 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.) is a limited
partnership. All the plaintiffs except McNeil Real Estate Fund XXVII, L.P.
("Fund XXVII") are California limited partnerships. Fund XXVII is a Delaware
limited partnership.

8. Defendant High River is a Delaware limited partnership and is
one of the bidders in the unlawful tender offers for the Partnerships.

9. Defendant Riverdale is a Delaware corporation and is the
general partner of High River and is another bidder in the unlawful tender
offers.

4
<PAGE> 6
10. Defendant Icahn is a natural person who is another bidder in
the unlawful tender offers. Upon information and belief, Icahn controls his
co-defendants High River, Riverdale and Unicorn.

11. Defendant Unicorn is a New York corporation.

12. All the defendants have acted in concert in connection with
all the matters that form the subject of this action.

FACTS

A. Icahn's Prior Tender Offers.

13. On August 3, 1995, High River launched a series of ten
unsolicited tender offers seeking to acquire up to 45% of the units in each of
Original Ten Partnerships.

14. Unitholders in each of the Partnerships overwhelmingly
rejected High River's 1995 tender offers. When these tender offers closed on
October 6, 1995, High River received tenders of less than approximately 10% of
the outstanding limited partnership units in each of the Original Ten
Partnerships.

15. Soon after Icahn commenced his tender offers of last year,
the proverbial bevy of class action law suits were reflexively filed in
California, New York and Texas, purportedly seeking to "protect" the
Partnerships' unitholders. As the Partnerships allowed Icahn's tender offers
to be consummated without seeking judicial assistance to impede them, these
purported "defenders" of unitholder interests found no occasion to do anything
in connection with Icahn's tender offers that

5
<PAGE> 7
would justify any recovery, judicial relief, or, critically, any legal fees.
While the actions in New York and Texas were abandoned by these class
plaintiffs, they have expressed their intention to consolidate all their
alleged grievances in a pending action in California state court, principally
to press contrived claims of breach of fiduciary duty by the Partnerships and
their general partner.

16. The units tendered to High River in each of the Ten Original
Partnerships have been transferred to High River, or, at High River's
designation, to Unicorn. High River is now, and has been throughout 1996, a
limited partner of each of the Ten Original Partnerships, and is bound by the
Partnership Agreement governing each of the Partnerships.

B. The 1996 Schedule 13D Amendment.

17. On August 5, 1996, the Icahn Group filed with the Securities
and Exchange Commission Amendment No. 4 to its joint Schedule 13D with respect
to the Original Ten Partnerships. A copy of this Amendment to Schedule 13D is
annexed hereto as Exhibit A. The contents of the amendment have routinely been
placed on databases that are accessible throughout the United States, including
this District, and have also been the subject of wire service coverage.

18. The Icahn Group's Amendment to Schedule 13D was filed for
the purpose, inter alia, of disclosing the terms of an extraordinary letter
agreement between High River and counsel for the purported class plaintiffs
who, as noted above, have brought class or derivative claims against the
Partnerships and their general partner.

6
<PAGE> 8
19. Under Item 6 ("Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer"), the Icahn Group
disclosed:

The Letter Agreement . . . provides, among other things, that . .
. High River will commence, as soon as possible, but in no event more
than 6 months, the Tender Offers for any and all of the outstanding
Units of the Partnerships at a price that is not less than 75% of the
estimated liquidation value of the Units (as determined by utilizing the
same methodology that was used to determine the liquidation values in
High River's previous tender offers for the Partnerships), which Tender
Offers may be subject to such other terms and conditions as High River
determines in its sole discretion. . . .

[Emphasis added.]

20. In apparent exchange for this unenforceable "promise," High
River's letter agreement with the class plaintiffs also contained an
unprecedented -- and probably illegal and unenforceable -- provision under
which counsel for the putative class purportedly agreed not to settle the
pending California state-court litigation against the Partnerships and their
general partner for less than a specified (and exorbitant) amount of
consideration.

C. Defendants' August 5 Filings Commenced Tender Offers.

21. As a matter of law, the disclosure made by defendants on
August 5, 1996, constituted the commencement of tender offers for any or all
outstanding limited partnership

7
<PAGE> 9
units in each of the Original Ten Partnerships, by each of the defendants, who
together constitute a "group" under Section 13(d).

22. SEC Rule 14d-2(a)(5), 15 C.F.R. Section 240.14d-2(a)(5),
provides that a tender offer is commenced for purposes of Section 14(d) at
12:01 a.m. on the date when "[t]he tender offer is first published or given to
security holders by the bidder. . . ." Under Rules 14d-2(b) and (c), a public
announcement by a bidder "shall be deemed to constitute the commencement of a
tender offer" if the announcement includes "(1) [t]he identity of the bidder;
(2) [t]he identity of the subject company; and (3) [t]he amount and class of
securities being sought and the price or range of prices being offered
therefor."

23. The Icahn Group's Amendment to Schedule 13D contained all
the information sufficient to satisfy each and every element of Rule 14d-2,
including the identity of the bidder (High River), the identity of the target
(the Original Ten Partnerships), the quantity of securities to be acquired (any
and all limited partnership units), and the "range of prices" to be offered
(not less than a stated percentage of the Partnerships' liquidation values).
The announced price range referred to methodology that had been expressly used
and disclosed by High River in the 1995 tender offers for the same
Partnerships, and therefore not only constituted part of the public record but
was also known to the very unitholders whom the Icahn Group's disclosure was
intended to reach and effect.

8
<PAGE> 10
24. Accordingly, the Icahn Group's amended Schedule 13D
constituted a "public announcement" of High River's commencement of tender
offers for the Original Ten Partnerships, effective August 5, 1996.
Thereafter, within five (5) business days after August 5, 1996, i.e., by August
12, 1996, the Icahn Group was required either to (1) publicly announce that it
had determined not to continue with the tender offers, or (2) disseminate all
information to which unitholders are entitled to evaluate the tender offers and
determine whether to tender, as set forth in SEC Schedule 14D-1. SEC Rule
14d-2(b), 15 C.F.R. Section 240.14d-2(b).

25. For more than six weeks after August 5, 1996, High River
undertook neither of the two legally permissible alternatives. High River
failed either to discontinue its tender offers or to make Schedule 14D-1
disclosure to investors even after the Partnerships filed their initial
Complaint in this action asking this Court to enjoin defendants' blatant Rule
14d-2 violation and manipulative tactics. Throughout this time, High River
was, therefore, in violation of the SEC Rules governing tender offers:

If the bidder makes the subsequent announcement contemplated by
the first option, the initial announcement will not be deemed to
commence an offer. If the bidder complies with the filing, disclosure
and dissemination requirements of the second option, the tender offer
will commence on the date of such compliance, rather than the date of
the earlier public announcement. . . . If the bidder exercises

9
<PAGE> 11
neither option, the tender offer commences on the date of the initial
announcement, resulting, however, in filing and disclosure violations.
As a result, it is not anticipated that a bidder making such a public
announcement will select the "do nothing" alternative.

SEC Exchange Act Release No. 16384, Fed. Sec. L. Rep. (CCH) 82,373, at 82,583
(Dec. 19, 1979) (emphasis added).

26. Although High River belatedly filed its Schedules 14D-1 on
September 20, 1996, and provided tender offer materials to the Partnerships for
mailing on September 30, 1996, High River, as a matter of law, could not and,
as a matter of fact, did not even attempt to "unring the bell" of its Rule
14d-2 violation. Rather, during those six weeks between August 5 and September
20, 1996, the unlawful information in the Schedule 13D filing was allowed to
remain publicly available to influence unitholders with respect to its offers.

D. High River's Schedule 14D-1 Filings.

27. On September 20, 1996, at long last, High River finally
filed Schedules 14D-1 with the SEC, purportedly commencing tender offers for
"any and all units" in the eleven plaintiff Partnerships, including nine of the
Original Ten Partnerships affected by the August Schedule 13D Amendments,
together with McNeil Real Estate Funds XXVI, L.P. ("Fund XXVI") and Fund XXVII.
A copy of the Schedule 14D-1 for Fund XXIV, which is representative of all
these filings, is annexed hereto as Exhibit B.

10
<PAGE> 12
28. High River's Schedule 14D-1 filings disclosed that High
River had entered into two more unusual agreements with the plaintiffs'
attorneys in the putative class actions against the partnerships. First,
defendants committed themselves to make tender offers for units in two
additional Partnerships, Fund XXVI and Fund XXVII, in addition to the Ten
Original Partnerships. On the other hand, Plaintiffs' Counsel released High
River from its obligation to commence a tender offer for McNeil Real Estate
Limited Fund V, Ltd. ("Fund V"), which was in the process of liquidating on
terms substantially more favorable than those reflected in High River's lowball
offer made in 1995 or the price that would have been offered in 1996.

29. High River's tender offers are for "any and all units" in
the eleven Partnerships that are the present plaintiffs herein. However, these
tender offers violate the Partnership Agreements that are the organic documents
for these Partnerships.

30. Section 708(b)(1)(B) of the United States Internal Revenue
Code, 26 U.S.C. Section 708(b)(1)(B), provides that if more than 50% of the
partnership interests in a partnership change hands within a 12-month period,
the partnership shall terminate under the tax laws. High River's Schedules
14D-1 acknowledge that should High River complete its tender offers in
accordance with their terms, Section 708(b)(1)(B) would be triggered, with
negative consequences for non-tendering limited partners.

11
<PAGE> 13
31. The Partnership Agreements that govern these Partnerships
preclude limited partners from taking any actions that would dissolve or
terminate the Partnership. Section 16.6 of the Partnership Agreement for each
Partnership (except for McNeil Pacific Investors Fund 1972, Ltd. ("Fund 1972"))
provides that:

No Limited Partner shall have the right or power to . . . (iii)
cause the termination and dissolution of the Partnership by court decree
or otherwise, except as set forth in this Partnership Agreement. . . .

Termination of the Partnerships for tax purposes by act of the limited partners
is not among the bases for dissolution or termination authorized by the
Partnership Agreements. Thus, successful consummation of High River's tender
offers in whole or significant part would contravene and violate the
Partnership Agreements.

32. In the 1995 tender offers, High River (and its affiliate,
Unicorn) acquired between 5% and 10% of the limited partnership units in the
Ten Original Partnerships. Moreover, there have been and will continue to be
ongoing transfers of limited partnership interests in the ordinary course.
Thus, pursuant to the express terms of the Partnership Agreements asked above,
High River may not acquire, other limited partners may not transfer, and McNeil
may not recognize the transfer of, more than 50 percent of the outstanding
limited partnership units in any 12 month period -- much less "any and all
units" in each Partnership. Moreover, by failing to disclose that

12
<PAGE> 14
High River may not validly tender for and acquire "any and all units" in the
Partnerships, High River's tender offer materials are false and misleading.

E. High River's False, Misleading And Misleadingly Omissive Schedules
14D-1.

1. High River's Failure To Disclose Delays In Payments.

33. The Schedules 14D-1 filed by High River are also false and
misleading in numerous other respects. First, High River has failed to
disclose that, notwithstanding the reasonable expectations of investors and SEC
Rule 14e-1(c), it does not pay investors for units that are tendered to them
"promptly" after a tender offer closes.

34. High River closed its 1995 tender offers on October 6, 1995.
Transfer of most partnership units to High River (and Unicorn) occurred on
December 31, 1995. Yet, High River failed to pay many limited partners for
their units for several months after December 1995. McNeil and High River each
received numerous communications from limited partners complaining of High
River's inexcusable failure to make timely payments to unitholders. High River
has never publicly disclosed any of these delays or the reason for such delays.

35. High River's prior record of unlawful delay in paying for
the units acquired would be highly significant to a reasonable investor
considering whether to tender units in the presently pending tender offers.
Yet, far from disclosing that it previously delayed in paying for units, High
River now claims in its tender offer materials that it will pay for units
tendered to it "as promptly as possible following the Expira-

13
<PAGE> 15
tion Date." Under the circumstances, High River's disclosure is misleading and
fails to disclose facts that are necessary to make the statements that are
disclosed not misleading.

2. High River's Misleading Disclosure Of The Tender Offer Prices.

36. With respect to six Partnerships, High River's disclosure of
the price to be paid for each unit -- the single most material disclosure
imaginable -- is materially false and misleading, in that High River discloses
in prominent text on the cover of its tender offer materials the price it will
pay for units, while only disclosing in the clause thereafter that that price
is to be reduced by the (unspecified) amount of distributions that the
Partnerships made recently (but well before High River's Schedules 14D-1 were
filed) to the unitholders.

37. For example, in the case of Fund XXVII, High River initially
asserts that its offer price is $6.190 per unit. However, given that Fund
XXVII made a distribution to unitholders of $0.56884 per unit in August 1996,
High River's real offer price for units in Fund XXVII is the lesser sum of
$5.6312 -- or a reduction of almost 9.2% from the prominently displayed price.
Similarly misleading "prices" are disclosed with respect to distributions made
by Funds XV, XX, XXIV, XXV and XXVI. As the August 1996 distributions to
unitholders were made approximately one month ago, High River certainly had
sufficient time to disclose, in the bold print on the front page of their
tender offer materials, the real prices it will pay for tendered units.

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<PAGE> 16
3. Defendants' Failure To Adequately Disclose Their Financial
Condition.

38. Finally, the Schedules 14D-1 filed by High River are also
insufficient because they fail to adequately disclose the present financial
position of High River and its affiliates.

39. High River's Schedules 14D-1 contain only unaudited
financial statements as of June 30, 1996 for High River, but do not contain any
other additional financial information concerning High River, although such
information is material to investors who are entitled to know (i) whether High
River is likely to be able to pay for the units it contracts to purchase, and
(ii) the financial position of a party that concededly may seek to take control
of the Partnerships. Moreover, the Schedules 14D-1 contain no financial
information concerning Riverdale, which is High River's general partner, Icahn
and/or Unicorn.

F. High River's Demand For Unitholder Lists.

40. On August 12, 1996, High River wrote to each of the Ten
Original Partnerships making a demand for lists of the unitholders in each
Partnership. Specifically, High River's letter indicated:

We request permission to inspect and copy, no later than August
19, 1996, during normal business hours, a current list, for each
Partnership, of the full name and list known business or residence
address of each partner, set forth in alphabetical order together with
the contribution and the share in

15
<PAGE> 17
profits and losses of each partner (collectively, the Unitholder
Lists"). The undersigned, or an affiliate of the undersigned, intends
to make a tender offer for Units of each of the Partnerships. [Emphasis
added.]

A copy of High River's demand letter is annexed hereto as Exhibit C.

41. As demonstrated by the contents and timing of its August 12
letter, High River sought to obtain the unitholder lists for the purpose of
facilitating tender offers for the Ten Original Partnerships. However, as
demonstrated above, the tender offers are palpably illegal in that, inter alia,
(i) they are being conducted in gross violation of the applicable SEC Rules
designed to prevent market manipulation and to ensure that unitholders receive
all the information they need in order to make informed investment decisions,
and (ii) they seek tenders that would cause termination of the Partnerships, in
violation of the Partnership Agreements and to the extreme detriment of other
unitholders. California state law, which under other circumstances might
require the Partnerships to provide High River with the information it seeks,
does not require the Partnerships to provide shareholder lists for the purpose,
as here, of facilitating the conduct of tender offers that violate both the
federal securities laws and the Partnership Agreements, and which offers
themselves must be enjoined.

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<PAGE> 18

FIRST CLAIM FOR RELIEF
[For Violation Of Sections 14(d) and 14(e)
Of The Exchange Act And The Rules And
Regulations Promulgated Thereunder --
Premature Commencement Of Offers Under Rule 14d-2]

42. Plaintiffs repeat and reallege the allegations of the
preceding paragraphs as if fully set forth herein.

43. Sections 14(d) and (e) of the Exchange Act, 15 U.S.C.
Section 78n(d)-(e), require that in connection with a tender offer, full
disclosure must
be made of the information specified in Section 14(d) and the rules and
regulations promulgated thereunder, and make it unlawful to engage in any
fraudulent deceptive or manipulative act in connection with any tender offer.

44. Sections 14(d) and (e) and the SEC regulations thereunder
are thus intended to insure that security holders confronted with a tender
offer are provided with all the information about the offeror and the offer
necessary for them to make an informed investment decision whether to tender or
hold their securities.

45. Under Rule 14d-2, High River commenced tender offers for all
outstanding units of the Partnerships on August 5, 1996, yet High River failed
for weeks thereafter either (i) to disclose or disseminate to shareholders
virtually any of the information required to be disclosed on Schedule 14D-1,
and (ii) also failed, as the only other permissible alternative, to announce
within five business days that it was discontinuing the tender offers. High
River's manipulation of the marketplace continued until September 20, 1996,
when High River

17
<PAGE> 19
belatedly filed its Schedules 14D-1 which, in any event, were themselves
materially false and omissive.

46. Defendants' Schedule 13D Amendment purporting to disclose an
intention to commence tender offers was calculated improperly to condition the
Unitholders and interfere with trading in limited partnership units that would
otherwise take place. As defendants, who are veteran, sophisticated tender
offerors with years of experience in tender offer matters, well know, the
avoidance of such manipulative abuses is the very purpose of Rule 14d-2.

47. By reason of the foregoing, defendants should be
preliminarily and permanently enjoined from any further violations of the
federal securities laws, including without limitation Sections 14(d) and (e) of
the Exchange Act and the SEC Rules promulgated thereunder. In particular, High
River and any other offeror should be mandatorily enjoined to promptly cure
their prior violation of Rule 14d-2 by discontinuing the ongoing, unlawful
tender offers for the Partnerships, without acquiring any units pursuant
thereto, and waiting at least 60 days thereafter, to allow the market to
recover from defendants' unlawful "gun-jumping," before commencing any further
tender offers..

48. The Partnerships and their limited partners have no adequate
remedy at law.

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<PAGE> 20

SECOND CLAIM FOR RELIEF
[For Breach Of The Partnership Agreements And For
Participating In, Aiding And Abetting, And Soliciting
Breaches Of The Partnership Agreements]

49. Plaintiffs repeat and reallege the allegations of the
preceding paragraphs as if fully set forth herein.

50. Section 708(b)(1)(B) of the United States Internal Revenue
Code, 26 U.S.C. Section 708(b)(1)(B), provides that if more than 50% of the
partnership interests in a partnership change hands within a 12-month period,
the partnership shall be treated as having been terminated for tax purposes.
High River's Schedule 14D-1 acknowledges that should High River succeed with
its tender offers, Section 708 would be triggered, with potential negative
consequences for non-tendering limited partners.

51. The Partnership Agreement for each Partnership precludes
limited partners from taking actions that would dissolve or terminate the
Partnership. Section 16.6 of the Partnership Agreement for each Partnership
(except McNeil Pacific Investors Fund 1972, Ltd.) provides that:

52. High River has offered to acquire "any and all" units in
each of the Partnerships would result in the transfer, within a 12-month
period, of more than 50% of the units of each Partnership. Such transfer would
result in the application of

19
<PAGE> 21
Section 708 to each Partnership, with resulting potentially disastrous tax
consequences to each limited partner who elects not to tender units.

53. By proposing to engage in conduct that would result in the
tax termination of the Partnerships, High River has breached the Partnership
Agreements with respect to each of the Partnerships in which it is a limited
partner, which include all the Partnerships as to which High River made its
1995 tender offers.

54. Additionally, any limited partner transferring units that
would result in the overall transfer of more than 50% of the outstanding units
in a 12-month period would, unwittingly, thereby breach the Partnership
Agreement. By seeking to induce unitholders to effect such transfers, High
River is intentionally participating in, aiding and abetting and soliciting
such breaches.

55. High River's conduct concededly threatens irreparable harm
not only to the Partnerships but to their limited partners who may choose not
to tender units to High River, many of whom chose to invest in the Partnership,
in part, as the result of tax considerations. It is fundamentally unfair and
illegal for High River to be permitted to destroy, for many limited partners,
the Partnerships' favorable tax treatment, in violation of the Partnership
Agreements that are the Partnerships' organic documents.

56. By reason of the foregoing, High River should be
preliminarily and permanently enjoined from continuing and consummating its
pending tender offers for "any and all units"

20
<PAGE> 22
in the Partnerships, or offers for any number of units that, when combined with
the units previously transferred in the preceding 12 months (including those
previously acquired by High River and Unicorn), and/or when combined with the
units that can be expected to be transferred by other unitholders in the (next)
12 months, would result in the transfer of more than 50% of outstanding units
and the triggering of Section 708(b)(1)(B).

57. The Partnerships and their limited partners have no adequate
remedy at law.

THIRD CLAIM FOR RELIEF
[For Violation Of Sections 14(d) and 14(e)
Of The Exchange Act And The Rules And
Regulations Promulgated Thereunder --
False, Misleading And Misleadingly Omissive
Schedules 14D-1 And Tender Offer Materials]

58. Plaintiffs repeat and reallege the allegations of the
preceding paragraphs as if fully set forth herein.

59. High River has purported to commence tender offers for "any
and all units" in each of the Partnerships and has filed Schedules 14D-1 and
disseminated tender offer materials purporting to offer to purchase "any and
all units." Yet, for the reasons discussed above, High River may not,
consistent with the Partnership Agreements, acquire units that would cause the
transfer of more than 50% of the outstanding units in any Partnership, and
should be enjoined from doing so. In fact, the number of units that High River
may validly acquire in each Partnership is, in light of its prior tender offers
and other transfers that occur in the ordinary course, substantially less

21
<PAGE> 23
than 50% of the outstanding units -- not 100%, as High River depicts.

60. High River's tender offer materials are false, misleading
and misleadingly omissive in failing to disclose that High River is not
entitled to acquire "any and all units" and that transfer of units that would
cause the tax termination of the Partnerships under Section 708 would be in
breach of the Partnership Agreements and, therefore, cannot take place.

61. High River's tender offer materials are also false,
misleading and omissive in that:

(a) While stating that unitholders will be paid for their
units as promptly as possible following consummation of the offers, they fail
to disclose that in the previous tender offers for these Partnerships, High
River unreasonably and without excuse delayed for up to several months in
making payment for units it purchased and thereby violated SEC Rule 14e-1(c),
17 C.F.R. Section 240.14e-1(c);

(b) With respect to six Partnerships, while High River
discloses on the cover of its tender offer materials the price it will pay for
units, High River discloses only in a later clause that that price to be paid
is to be reduced by amounts of distributions that the Partnerships made
recently to the unitholders; and

(c) The Schedules 14D-1 filed by High River fail to
adequately disclose the financial position of High River and its affiliates.

62. By reason of the foregoing, defendants should be
preliminarily and permanently enjoined from continuing or

22
<PAGE> 24
consummating their tender offers for the Partnerships until they disseminate
amended materials containing full, fair and complete supplemental disclosures
with respect to each false, misleading or misleadingly omissive statement
contained in their Schedules 14D-1 and unitholder mailings, and for a
reasonable time (and in no event less than 60 days) thereafter to permit
investors to consider and evaluate the contents of such curative disclosures.

63. The Partnerships and their limited partners have no adequate
remedy at law.

FOURTH CLAIM FOR RELIEF
[For Violation Of Section 13(d)
Of The Exchange Act And The Rules And
Regulations Promulgated Thereunder]

64. Plaintiffs repeat and reallege the allegations of the
preceding paragraphs as if fully set forth herein.

65. Section 13(d) of the Exchange Act, 15 U.S.C. Section
78m(d), and the SEC Rules promulgated thereunder make it unlawful for any
person to file a Schedule 13D (including an amendment thereto) containing any
materially false or misleading statement or omission.

66. Amendment No. 4 to the Icahn Group's Schedule 13D, filed
August 5, 1996, is materially false, misleading and omissive in that it fails
to disclose that under the SEC Rules, the filing of the Amended Schedule 13D
constituted the commencement of tender offers with respect to each Partnership,
and that the Icahn Group intended within five business days neither to
discontinue the tender offers nor to disclose and

23
<PAGE> 25
disseminate the information required to be disclosed so that unitholders could
make informed decisions as to whether to tender their units.

67. By reason of the foregoing, defendants should be
preliminarily and permanently enjoined from any further violations of the
federal securities laws, including without limitation Section 13(d) of the
Exchange Act. In particular, defendants should be mandatorily enjoined to
promptly amend its Schedule 13D to disclose that on August 5, 1996, High River
(and any other offerors) commenced tender offers for the Partnerships and that
they have discontinued such tender offers without acquiring any units from any
limited partners.

68. The Partnerships and their limited partners have no adequate
remedy at law.

FIFTH CLAIM FOR RELIEF
[Against High River For A Declaratory Judgment
That The Partnerships Are Not
Required To Provide High River With
Unitholder Lists To Aid It In
Pursuing Its Illegal Tender Offers]

69. The Partnerships repeat and reallege the allegations of the
preceding paragraphs as if fully set forth herein.

70. This claim is brought on behalf of the Ten Original
Partnerships (except for Fund V).

71. On August 12, 1996, High River wrote to each of the Ten
Original Partnerships making a demand for lists of the unitholders in each
Partnership.

72. As demonstrated by the contents and timing of its August 12
letter, High River is seeking to obtain the unitholder lists for the express
and conceded purpose of con-

24
<PAGE> 26
ducting tender offers for the Ten Original Partnerships. However, as
demonstrated above, these tender offers are palpably illegal in that they (i)
are being conducted in plain violation of the applicable SEC Rules designed to
prevent market manipulation, and (ii) could trigger termination of the
Partnerships in violation of the Partnership Agreements. Under California law,
the Partnerships should not be required to provide shareholder lists for the
purpose of facilitating the conduct of tender offers that violate the federal
securities laws and the Partnership Agreements, to the manifest detriment of
the Partnerships and the unitholders, and themselves must therefore be
enjoined.

73. By reason of the foregoing, the Partnerships are entitled to
a declaratory judgment that High River is not entitled to be provided
unitholder lists, or any other information, pursuant to High River's letter of
August 12, 1996 or which would otherwise be used in connection with illegal
tender offers, other conduct in violation of the Partnership Agreements, or any
attempt to profit from unlawful market manipulation.

WHEREFORE, plaintiffs respectfully demand judgment:

I. Declaring that defendants have violated Sections 14(d) and
(e) and 13(d) of the Securities Exchange Act of 1934, 15 U.S.C. Sections
78n(d)-(e), 78m(d), and the SEC Rules promulgated thereunder in connection with
their commencement and continuation of tender offers for the Partnerships on
and after August 5, 1996 and September 20, 1996;

25
<PAGE> 27
II. Granting plaintiffs injunctive relief commanding High River
to withdraw, discontinue and acquire no units pursuant to its existing tender
offers for "any and all units" of the Partnerships, or any of them;

III. Granting plaintiffs injunctive relief against defendants
and defendants' respective officers, directors, employees, agents and
affiliates, and all other persons acting in concert with defendants or on their
behalf, directly or indirectly:

(a) enjoining them from committing any further violations
of the Securities Exchange Act and SEC tender offer rules in connection with
the Partnerships and their affiliates;

(b) enjoining them from continuing or consummating their
pending tender offers, which were commenced in violation of Rule 14d-2, and
enjoining them from commencing any new tender offer for the Partnerships for a
reasonable period (not less than 60 days) to dissipate the effects of
defendants' unlawful conduct;

(c) enjoining them from continuing or consummating their
pending tender offers or any other tender offers for "any and all" units of the
Partnerships or any number of units that could have the effect of causing the
Partnerships to terminate, for tax purposes or otherwise, in violation of
Section 16.6 of the Partnership Agreement;

(d) in the alternative, enjoining consummation of the
tender offers pending accurate and complete corrective disclosure with respect
to each and every false, misleading and/or misleading omissive matter contained
in High River's

26
<PAGE> 28
Schedules 14D-1 and tender offer materials disseminated to unitholders;

III. Requiring defendants and their affiliates to divest
themselves of all Partnership Units beneficially owned by them, acquired after
the start of their unlawful tender offers and the filing of their false and
misleading Schedule 13D Amendment and, later, Schedules 14D-1;

IV. Granting a declaratory judgment that the Partnerships are
not required to provide High River with unitholder lists, or any other
information, pursuant to High River's letter of August 12, 1996 or which would
otherwise be used in connection with illegal tender offers, tender offers
conducted in violation of the Partnership Agreements, or any attempt to profit
from unlawful market manipulation; and

27
<PAGE> 29
V. Granting the Partnerships such other and further relief as
the Court may deem just and proper, together with the costs, disbursements and
attorneys' fees of this action.

DATED: September 30, 1996

FRANK ROTHMAN
HARRIET S. POSNER
STEVEN A. VELKEI
SKADDEN, ARPS, SLATE, MEAGHER & FLOM

By
-----------------------------------
Harriet S. Posner
Attorneys for Plaintiffs/
Counterdefendants
McNEIL PACIFIC INVESTORS
FUND 1972, et al.