MCNEIL REAL ESTATE FUND X LTD
10-Q, 1996-05-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q



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


     For the period ended           March 31, 1996
                          ------------------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-9325



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





         California                                94-2577781
- --------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                     Identification No.)



            13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240
- --------------------------------------------------------------------------------
          (Address of principal executive offices)        (Zip code)



Registrant's telephone number, including area code   (214) 448-5800
                                                  ------------------------------




Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No___

<PAGE>
                         MCNEIL REAL ESTATE FUND X, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------

                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          March 31,         December 31,
                                                                            1996               1995
                                                                       ---------------   -----------------
ASSETS
- ------
<S>                                                                    <C>               <C>              
Real estate investments:
   Land.....................................................           $    10,464,914   $      10,464,914
   Buildings and improvements...............................                79,294,322          78,886,121
                                                                        --------------       -------------
                                                                            89,759,236          89,351,035
   Less:  Accumulated depreciation..........................               (53,463,691)        (52,651,505)
                                                                        --------------       -------------
                                                                            36,295,545          36,699,530

Assets held for sale, net...................................                 2,241,625           2,237,733

Cash and cash equivalents...................................                 2,408,208           1,813,594
Cash segregated for security deposits.......................                   360,528             317,834
Accounts receivable.........................................                   413,779             432,618
Prepaid expenses and other assets...........................                   284,943             332,665
Escrow deposits.............................................                 1,026,104             625,344
Deferred borrowing costs, net of accumulated amorti-
   zation of $336,514 and $306,342 at March 31, 1996
   and December 31, 1995, respectively......................                 1,245,631           1,179,331
                                                                        --------------       -------------

                                                                       $    44,276,363      $   43,638,649
                                                                        ==============       =============

LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------

Mortgage notes payable, net.................................           $    44,704,810      $   44,454,316
Mortgage note payable - affiliates..........................                   800,000             800,000
Accounts payable............................................                   114,368             186,785
Accrued property taxes......................................                   789,553             522,951
Accrued interest............................................                   335,304             370,294
Accrued interest - affiliates...............................                     6,625               6,625
Other accrued expenses......................................                   212,223             318,324
Payable to affiliates - General Partner.....................                 3,207,752           2,907,490
Security deposits and deferred rental revenue...............                   392,142             385,231
                                                                        --------------       -------------
                                                                            50,562,777          49,952,016
                                                                        --------------       -------------
Partners' deficit:
   Limited partners - 135,200 limited partnership units
     authorized;  135,030 and 135,090 limited partnership 
     units outstanding at March 31, 1996 and December 
     31, 1995, respectively.................................                (1,517,861)         (1,788,928)
   General Partner..........................................                (4,768,553)         (4,524,439)
                                                                        --------------       -------------
                                                                            (6,286,414)         (6,313,367)

                                                                       $    44,276,363      $   43,638,649
                                                                        ==============       =============

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

                See accompanying notes to financial statements.

</TABLE>

<PAGE>
                         MCNEIL REAL ESTATE FUND X, LTD.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                       -----------------------------------
                                                                            1996                1995
                                                                       ---------------     ---------------
<S>                                                                    <C>                 <C>            
Revenue:
   Rental revenue...........................................           $     3,978,103     $     4,367,665
   Interest.................................................                    49,357              29,340
                                                                        --------------      --------------
     Total revenue..........................................                 4,027,460           4,397,005
                                                                        --------------      --------------

Expenses:
   Interest.................................................                 1,080,396           1,305,349
   Interest - affiliates....................................                    18,959              17,797
   Depreciation and amortization............................                   812,186             932,091
   Property taxes...........................................                   278,381             288,646
   Personnel expenses.......................................                   474,625             556,778
   Utilities................................................                   308,002             369,877
   Repair and maintenance...................................                   419,561             479,788
   Property management fees - affiliates....................                   199,585             219,317
   Other property operating expenses........................                   250,356             267,351
   General and administrative...............................                    48,670              35,169
   General and administrative - affiliates..................                   121,001             166,764
                                                                        --------------      --------------
     Total expenses.........................................                 4,011,722           4,638,927
                                                                        --------------      --------------

Income (loss) before extraordinary item.....................                    15,738            (241,922)
Extraordinary gain on extinguishment of debt................                   269,596                   -
                                                                        --------------      --------------

Net income (loss)...........................................           $       285,334     $      (241,922)
                                                                        ==============      ==============

Net income (loss) allocated to limited partners.............           $       271,067     $      (229,826)
Net income (loss) allocated to General Partner..............                    14,267             (12,096)
                                                                        --------------      --------------

Net income (loss)...........................................           $       285,334     $      (241,922)
                                                                        ==============      ==============

Net income (loss) per limited partnership unit:
   Income (loss) before extraordinary item..................           $           .11     $         (1.70)
   Extraordinary gain on extinguishment of debt.............                      1.90                   -
                                                                        --------------      --------------

   Net income (loss)........................................           $          2.01     $         (1.70)
                                                                        ==============      ==============
</TABLE>


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

                 See accompanying notes to financial statements.

<PAGE>


                         MCNEIL REAL ESTATE FUND X, LTD.

                         STATEMENTS OF PARTNERS' DEFICIT
                                   (Unaudited)

               For the Three Months Ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                                                                     Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners               Deficit
                                                 ---------------         ---------------       ---------------
<S>                                              <C>                     <C>                   <C>            
Balance at December 31, 1994..............       $   (3,569,840)         $   (3,872,434)       $   (7,442,274)

Net loss..................................              (12,096)               (229,826)             (241,922)

Management Incentive Distribution.........             (269,933)                      -              (269,933)
                                                  -------------           -------------         -------------

Balance at March 31,1995..................       $   (3,851,869)         $   (4,102,260)       $   (7,954,129)
                                                  =============           =============         =============


Balance at December 31, 1995..............       $   (4,524,439)         $   (1,788,928)       $   (6,313,367)

Net income................................               14,267                 271,067               285,334

Management Incentive Distribution.........             (258,381)                      -              (258,381)
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $   (4,768,553)         $   (1,517,861)       $   (6,286,414)
                                                  =============           =============         =============

</TABLE>















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

                 See accompanying notes to financial statements.



<PAGE>
                         MCNEIL REAL ESTATE FUND X, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                      Increase in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                       ------------------------------------
                                                                             1996                1995
                                                                       ----------------    ----------------
<S>                                                                    <C>                 <C>            
Cash flows from operating activities:
   Cash received from tenants...............................           $     3,953,454     $     4,366,891
   Cash paid to suppliers...................................                (1,643,530)         (1,628,773)
   Cash paid to affiliates..................................                  (278,705)           (231,452)
   Interest received........................................                    49,357              29,340
   Interest paid............................................                  (962,752)         (1,141,288)
   Interest paid to affiliates..............................                   (18,959)            (17,797)
   Property taxes paid and escrowed.........................                  (332,180)            (50,116)
                                                                        --------------      --------------
Net cash provided by operating activities...................                   766,685           1,326,805
                                                                        --------------      --------------

Cash flows from investing activities:
   Additions to real estate investments.....................                  (412,093)           (312,878)
                                                                        --------------      --------------

Cash flows from financing activities:
   Net proceeds from refinancing mortgage
     note payable...........................................                   475,775                   -
   Principal payments on mortgage notes
     payable................................................                  (139,281)           (273,886)
   Deferred borrowing costs paid............................                   (96,472)            (19,169)
                                                                        --------------      --------------
Net cash provided by (used in) financing
   activities...............................................                   240,022            (293,055)
                                                                        --------------      --------------

Net increase in cash and cash equivalents...................                   594,614             720,872

Cash and cash equivalents at beginning of
   period...................................................                 1,813,594             574,589
                                                                        --------------      --------------

Cash and cash equivalents at end of period..................           $     2,408,208     $     1,295,461
                                                                        ==============      ==============
</TABLE>


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

                 See accompanying notes to financial statements.


<PAGE>


                         MCNEIL REAL ESTATE FUND X, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                       ------------------------------------
                                                                             1996                1995
                                                                       ---------------     ----------------

<S>                                                                    <C>                 <C>             
Net income (loss)...........................................           $       285,334     $      (241,922)
                                                                        --------------      --------------

Adjustments to  reconcile  net income  (loss) to net cash
   provided by operating activities:
   Depreciation and amortization............................                   812,186             932,091
   Amortization of discounts on mortgage
     notes payable..........................................                    38,633              46,703
   Amortization of deferred borrowing costs.................                    30,172              35,761
   Extraordinary gain on extinguishment of debt.............                  (269,596)                  -
   Changes in assets and liabilities:
     Cash segregated for security deposits..................                   (42,694)             20,618
     Accounts receivable....................................                    18,839              (6,376)
     Prepaid expenses and other assets......................                    47,722              76,018
     Escrow deposits........................................                  (406,070)             24,907
     Accounts payable.......................................                   (72,417)             13,003
     Accrued property taxes.................................                   266,602             205,711
     Accrued interest.......................................                    48,839              63,800
     Other accrued expenses.................................                   (39,657)             (1,399)
     Payable to affiliates - General Partner................                    41,881             172,426
     Security deposits and deferred rental
       revenue..............................................                     6,911             (14,536)
                                                                        --------------      --------------

       Total adjustments....................................                   481,351           1,568,727
                                                                        --------------      --------------

Net cash provided by operating activities...................           $       766,685     $     1,326,805
                                                                        ==============      ==============
</TABLE>




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

                 See accompanying notes to financial statements.


<PAGE>
                         McNEIL REAL ESTATE FUND X, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                                 March 31, 1996


NOTE 1.
- -------

McNeil Real Estate Fund X, Ltd.  (the  "Partnership")  is a limited  partnership
organized  under the laws of the State of California to invest in real property.
The general  partner of the Partnership is McNeil  Partners,  L.P. (the "General
Partner"), a Delaware limited partnership, an affiliate of Robert A. McNeil. The
Partnership  is governed by an agreement of limited  partnership  (the  "Amended
Partnership Agreement") that was adopted October 9, 1991. The principal place of
business for the Partnership  and the General Partner is 13760 Noel Road,  Suite
700, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of  operations  for the three months ended March 31, 1996,
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.

NOTE 2.
- -------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1995,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil  Real Estate Fund X, Ltd.,  c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
- -------

Certain prior period amounts within the accompanying  financial  statements have
been reclassified to conform with current year presentation.

NOTE 4.
- -------

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

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

Under terms of the Amended  Partnership  Agreement,  the Partnership is paying a
Management  Incentive  Distribution  ("MID") to the General Partner. The maximum
MID is  calculated  as 1% of the tangible  asset value of the  Partnership.  The
maximum MID  percentage  decreases  subsequent to 1999.  Tangible asset value is
determined  by using the  greater  of (i) an amount  calculated  by  applying  a
capitalization  rate  of 9% to the  annualized  net  operating  income  of  each
property or (ii) a value of $10,000 per apartment unit for residential  property
and $50 per gross square foot for commercial  property 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.

MID will be paid to the extent of the lesser of the  Partnership's  excess  cash
flow,  as  defined,  or net  operating  income,  as  defined  (the  "Entitlement
Amount"),  and may be paid (i) in cash, unless there is insufficient cash to pay
the  distribution  in which event any unpaid  portion not taken in Units will be
deferred and is payable,  without interest, from the first available cash and/or
(ii) in Units.  A maximum of 50% of the MID may be paid in Units.  The number of
Units  issued in payment  of the MID is based on the  greater of $50 per Unit or
the net tangible asset value, as defined, per Unit.

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

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

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                       -----------------------------------
                                                                            1996                1995
                                                                       ---------------     ---------------
<S>                                                                    <C>                 <C>            
Property management fees - affiliates.......................           $       199,585     $       219,317
Charged to general and administrative -
   affiliates:
   Partnership administration...............................                   121,001             166,764
                                                                        --------------      --------------

                                                                       $       320,586     $       386,081
                                                                        ==============      ==============

Charged to General Partner's deficit:
   Management Incentive Distribution........................           $       258,381     $       269,933
                                                                        ==============      ==============
</TABLE>

<PAGE>

NOTE 5.
- -------

On January 26, 1996, the Partnership  refinanced the Spanish Oaks mortgage note.
The new mortgage  note, in the amount of  $4,000,000,  bears  interest at 7.71%,
requires  monthly  principal  and interest  payments of $28,546,  and matures on
January 26, 2003. In connection with the refinancing, the Partnership negotiated
a  discounted  payoff of the prior  mortgage  note that  resulted  in a $269,596
extraordinary  gain on  extinguishment  of  debt.  The  remainder  of the  prior
mortgage note balance has been placed in escrow pending negotiations  concerning
the amount of the payoff of the prior  mortgage  note.  Cash  proceeds  from the
refinancing transaction are as follows:

    New loan proceeds..........................           $     4,000,000
    Existing debt retired......................                (3,524,225)
                                                           --------------

    Proceeds from refinancing..................           $       475,775
                                                           ==============

The  Partnership  incurred  $129,273 of deferred  borrowing costs related to the
refinancing of the Spanish Oaks mortgage note. The Partnership was also required
to fund $165,291 into various escrows for property taxes,  hazard  insurance and
deferred maintenance.

NOTE 6.
- -------

On March  31,  1996,  a fire  destroyed  or  damaged  18 units at  Regency  Park
Apartments.   Preliminary  estimates  indicate  the  fire  caused  approximately
$550,000  of damage to the  property.  The  Partnership  expects  its  insurance
carrier to reimburse the Partnership for all damages incurred as a result of the
fire less a standard deductible.  Reconstruction will likely be completed during
the third quarter of 1996.

NOTE 7.
- -------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since  Parkway  Plaza is  currently  classified  as an asset  held for sale,  no
depreciation was taken in 1996.


<PAGE>

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

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

The  Partnership  was  formed  to  acquire,  operate  and  ultimately  dispose a
portfolio  of  income-producing   real  properties.   At  March  31,  1996,  the
Partnership  owned seven  apartment  properties,  one office  building  and four
shopping centers.  All of the  Partnership's  properties are subject to mortgage
notes. On September 14, 1995, the Partnership  sold The Courts  Apartments to an
unaffiliated  purchaser.  The  Partnership  recognized a $3,183,698  gain on the
disposition. Cash proceeds to the Partnership amounted to $1,289,572.

The Partnership is marketing one of its properties, Parkway Plaza, for sale. The
Partnership  and a  potential  buyer have signed a sales  contract  with a sales
price of $3,175,000,  and with an expected  closing date in June 1996.  However,
there can be no assurance that the sale of Parkway Plaza will be consummated.

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

The  Partnership  reported net income of $285,334 for the first quarter of 1996.
Included  in net  income  was a $269,596  extraordinary  gain on the  discounted
payoff of the Spanish Oaks mortgage  note.  Before the  extraordinary  gain, the
Partnership  reported  income of $15,738  compared to a loss of $241,922 for the
first quarter of 1995.

Revenues:

Rental revenue decreased $389,562 or 8.9% for the first quarter of 1996 compared
to the first quarter of 1995. The decrease in rental revenue is primarily due to
the sale of The Courts Apartments.  The Courts Apartments accounted for $457,107
of first  quarter  revenues  for 1995.  Exclusive  of  revenues  from The Courts
Apartments,  rental  revenue  increased  $67,545 or 1.7% in the first quarter of
1996 compared to the first quarter of 1995.

Rental  revenue  increased  at  six  of  the  Partnership's  twelve  properties:
Coppermill  Apartments,  Orchard Apartments,  Quail Meadows Apartments,  Regency
Park Apartments, Iberia Plaza and Parkway Plaza. All six properties were able to
increase  both base  rental  rates and  occupancy  rates  (except  Regency  Park
Apartments, which reported decreased occupancy). First quarter rental revenue at
Spanish  Oaks  Apartments  was  unchanged  from the first  quarter of 1995.  The
remainder of the Partnership's  properties reported decreased rental revenue. La
Plaza Office Building reported the largest decrease in rental revenues;  vacancy
losses  increased  $61,737 to  $110,528  at the Las Vegas  property.  During the
course of 1995, two of the property's  major tenants either moved to a competing

<PAGE>

property,  or reduced  their space  requirements  by half.  The  Partnership  is
reconfiguring  space  arrangements at La Plaza to take advantage of the shortage
of smaller office suites in the Las Vegas market. Lakeview Plaza also reported a
large  increase in rental losses because of two tenants who vacated their leases
during the quarter.  The  remainder  of the  Partnership's  properties  reported
increased base rental rates that were more than offset by increased  vacancy and
other rental losses.

Expenses:

Partnership  expenses  decreased  $533,754 or 11.5% for the first  quarter  1996
compared to the first quarter of 1995. Included in 1995 expenses are $559,590 of
expenses related to The Courts Apartments. Excluding the decrease due to sale of
The Courts  Apartments,  increased expenses were concentrated in property taxes,
other  property  operating  expenses,  and  general  and  administrative.  These
increases were offset by 27% decrease in general and  administrative - affiliate
expenses.

Excluding  property taxes  attributable to The Courts  Apartments,  property tax
expense  increased  $4,720 or 14.3% in the first quarter of 1996 compared to the
first  quarter of 1995.  Most of the  Partnership's  properties  incurred  small
increases  in  property  tax   assessments.   The  exception  was  Spanish  Oaks
Apartments.  Property  taxes at Spanish Oaks were unusually low in 1995 due to a
refund  of 1992  property  taxes  received  during  the first  quarter  of 1995.
Property  taxes for  Spanish  Oaks for the first  quarter  of 1996  returned  to
customary levels.

Other property  operating  expenses  increased  $18,552 or 8.0% after  excluding
expenses attributable to The Courts Apartments.  The majority of the increase in
other property operating expenses can be traced to increased  marketing expenses
at La Plaza,  Lakeview  Plaza and  Regency  Park  Apartments,  and to  increased
leasing commissions paid at most of the Partnership's commercial properties.

General and  administrative-affiliates  expense decreased $45,763 or 27% for the
first quarter of 1996. The sale of The Courts Apartments decreased the amount of
reimbursable  expenses  charged to the  Partnership by affiliates of the General
Partner.

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

Cash flow provided by operating activities decreased to $766,685 from $1,326,805
for the first quarter of 1996. Cash received from tenants decreased  $413,437 or
9.5% principally due to the sale of The Courts  Apartments.  Despite the sale of
The Courts Apartments, cash paid to suppliers increased .9% because of increased
general  and  administrative  expenses  and the  initial  funding  of two escrow
accounts  associated with the refinancing of the Spanish Oaks mortgage note. The
refinancing  of the Spanish  Oaks  mortgage  note also  accounts for much of the
$282,064  increase in property  taxes paid and  escrowed.  The  Partnership  was
required  to fund an escrow  accounts  for the  payment  of  property  taxes for
Spanish Oaks Apartments;  no such escrow account was required under terms of the
previous mortgage note.


<PAGE>

Although additions to real estate investments increased  approximately  $100,000
in the first quarter of 1996 compared to 1995,  for all of 1996 the  Partnership
expects to decrease its capital expenditures to a budgeted $1.3 million compared
to $2.9 million expended in 1995.

Cash flows from financing activities increased $533,077 for the first quarter of
1996 compared to the first quarter of 1995. The  refinancing of the Spanish Oaks
mortgage note provided a one-time $475,775  increase to the  Partnership's  cash
flows.  The  refinancing  also required the  expenditure of $96,472 for deferred
borrowing costs.

Short-term liquidity:

At March 31, 1996, the Partnership held cash reserves of $2,408,208, an increase
of  $594,614  from  the  balance  at  the  end of  1995.  Cash  reserves  of the
Partnership  have increased  significantly  from depressed  levels at the end of
1994.  The  General  Partner  is  continuing  to  take  steps  to  increase  the
Partnership's  liquidity.  Some of these steps are  discussed  in the  following
paragraphs.

In addition to the sale of The Courts  Apartments in September 1995, the General
Partner has placed Parkway Plaza on the market for sale. As discussed above, the
Partnership has signed a sales contract to sell Parkway Plaza to an unaffiliated
buyer for a purchase price of $3,175,000. If the sale is consummated as provided
for in the sales contract,  the sale should provide  sufficient  funds to retire
the Parkway Plaza  mortgage note and still provide a small  increase in funds to
the Partnership. The General Partner believes that the appreciation potential of
Parkway Plaza is limited,  while  extensive  capital  improvement  funds will be
required to maintain  cash from  operations  at current  levels.  If the sale of
Parkway  Plaza is not  completed,  the  Partnership  will  have to  address  the
impending  maturity of the Parkway Plaza mortgage note on August 1, 1996. If the
sale is not  completed,  and if  suitable  financing  for  Parkway  Plaza is not
secured, the property could be lost to foreclosure.

Over the past three years,  the  Partnership has invested large amounts of funds
in capital  improvements at the Partnership's  properties.  Although significant
challenges remain,  total budgeted capital expenditures for 1996 are expected to
decrease to $1.3 million in 1996. For the balance of 1996,  the largest  capital
projects of the Partnership  will be concentrated at La Plaza Office Building as
the property  undergoes  refurbishment to allow it to take advantage of a strong
Las Vegas market.

As a further source of funds,  the  Partnership  may obtain  secondary  mortgage
financing from an affiliated  partnership  secured by La Plaza Office  Building.
Placing a second  lien on La Plaza  would  require  the  approval of the current
first lien  holder,  and must also comply with loan  criteria of the  affiliated
partnership.  Proceeds  from such a mortgage loan could range from $1 million to
$1.5  million,  if  approvals  are  obtained  from the first lien holder and the
affiliated partnership.

Beginning  in  March,   the   Partnership   resumed   payment  of   reimbursable
administrative  expenses to affiliates of the General Partner. Such payments had
been  suspended  since the  beginning of 1994.  The General  Partner  expects to
resume  MID  payments  in 1996,  if the  Partnership  continues  to  perform  as
anticipated.  MID  incurred  but not paid for the first  quarter of 1996 totaled
$258,381.


<PAGE>

The General Partner has established a revolving credit  facility,  not to exceed
$5,000,000  in  the  aggregate,  which  will  be  available  on  a  "first-come,
first-served"  basis to the  Partnership  and other  affiliated  partnerships if
certain  conditions are met.  Borrowings  under the facility may be used to fund
deferred maintenance,  refinancing  obligations and working capital needs. There
is no assurance  that the  Partnership  will receive any funds from the facility
because no amount will be reserved for any particular  partnership.  As of March
31, 1996,  $2,662,819  remained  available  for  borrowing  under the  facility;
however,  additional  funds could become available as other  partnerships  repay
existing borrowings. This commitment expires on October 9, 1996.

Long-term liquidity:

For the long-term,  property operations will remain the primary source of funds.
In this  regard,  the General  Partner  expects that the $9.1 million of capital
improvements  made by the  Partnership  during the past  three  years will yield
improved cash flow from  property  operations  in the future.  Furthermore,  the
General Partner has budgeted $1.3 million of capital  improvements  for 1996. If
the  Partnership's  cash  position  deteriorates  due to  reverses  in  property
operations,  failure to sell  properties  currently held for sale, or failure to
obtain  refinancing  or  secondary  financing as  discussed  above,  the General
Partner may elect to defer  certain of the capital  improvements,  except  where
such improvements are expected to increase the  competitiveness or marketability
of the Partnership's properties.

As a further  source of liquidity,  the General  Partner may, from time to time,
attempt  to sell  Partnership  properties  judged to be mature  considering  the
circumstances  of the market where the  properties  are located,  as well as the
Partnership's  need for liquidity.  However,  there can be no guarantee that the
Partnership will be able to sell any of its properties for an amount  sufficient
to retire the  related  mortgage  note and still  provide  cash  proceeds to the
Partnership,  or that such cash  proceeds  could be timed to  coincide  with the
liquidity  needs  of the  Partnership.  Currently,  Parkway  Plaza  is the  only
Partnership property being marketed for sale.

Income Allocations and Distributions:

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation  is allocated  to the General  Partner to the extent of MID paid in
cash. Depreciation is allocated in the ratio of 95:5 to the limited partners and
the General Partner, respectively.  Therefore, for the three month periods ended
March 31, 1996 and 1996, $9,594 and ($12,096),  respectively,  were allocated to
the General  Partner.  The limited partners  received  allocations of net income
(loss) of $182,289 and  $(229,826) for the three months ended March 31, 1996 and
1995, respectively.

With the exception of the MID,  distributions  to partners  have been  suspended
since 1986 as part of the General Partner's policy of maintaining  adequate cash
reserves.   Distributions   to  Unit  holders  will  remain  suspended  for  the
foreseeable  future.  Payments of MID have been suspended since the beginning of
1994. The General Partner will continue to monitor the cash reserves and working
capital  needs of the  Partnership  to  determine  when cash flows will  support
payments of MID and distributions to the Unit holders.


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -------  --------------------------------

(a)      Exhibits.

         Exhibit
         Number                   Description
         -------                  -----------

         4.                       Amended and  Restated  Partnership  Agreement,
                                  dated   October  9,  1991   (Incorporated   by
                                  reference to the Quarterly Report on Form 10-Q
                                  for the quarter ended March 31, 1991).

         11.                      Statement  regarding  computation  of net loss
                                  per  limited  partnership  unit:  Net loss per
                                  limited   partnership   unit  is  computed  by
                                  dividing  net loss  allocated  to the  limited
                                  partners by the number of limited  partnership
                                  units  outstanding.  Per unit  information has
                                  been   computed   based  on  135,090   limited
                                  partnership  units  outstanding  in  1995  and
                                  1994.

         27.                      Financial Data Schedule for the quarter  ended
                                  March 31, 1996.

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

(b)      Reports on Form 8-K.   There  were  no reports on Form 8-K filed during
         the quarter ended March 31, 1996.



<PAGE>


                         McNEIL REAL ESTATE FUND X, LTD.

                                   SIGNATURES

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



                               McNEIL REAL ESTATE FUND X, LTD.

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

                                    By: McNeil Investors, Inc., General Partner



May 14, 1996                        By: /s/ Donald K. Reed
- -------------------                     ----------------------------------------
Date                                    Donald K. Reed
                                        President and Chief Executive Officer



May 14, 1996                        By: /s/ Ron K. Taylor
- -------------------                     ----------------------------------------
Date                                    Ron K. Taylor
                                        Acting Chief Financial Officer of
                                         McNeil Investors, Inc.



May 14, 1996                        By: /s/ Brandon K. Flaming
- -------------------                     ----------------------------------------
Date                                    Brandon K. Flaming
                                        Chief Accounting Officer of McNeil 
                                         Real Estate Management, Inc.











<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       2,408,208
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      89,759,236
<DEPRECIATION>                            (53,463,691)
<TOTAL-ASSETS>                              44,276,363
<CURRENT-LIABILITIES>                                0
<BONDS>                                     44,704,810
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                44,276,363
<SALES>                                      3,978,103
<TOTAL-REVENUES>                             4,027,460
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,931,326
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,080,396
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             15,738
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                269,596
<CHANGES>                                            0
<NET-INCOME>                                   285,334
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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