MCNEIL PACIFIC INVESTORS FUND 1972, SC 14D9, 1996-10-04

MCNEIL PACIFIC INVESTORS FUND 1972
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 PACIFIC INVESTORS FUND 1972
(NAME OF SUBJECT COMPANY)

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

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

582566 10 5
(CUSIP NUMBER OF CLASS 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 company is McNeil Pacific Investors Fund 1972, a
California limited partnership (the "Partnership"). The address of the
principal executive offices of the Partnership and McNeil Partners, L.P., a
Delaware limited partnership and the general partner of the 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 the Partnership.

ITEM 2. TENDER OFFER OF THE BIDDER

This statement relates to the unsolicited tender offer 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, the
"Bidders") disclosed in their Tender Offer Statement on Schedule 14D-1, dated
September 20, 1996, as amended (the "Schedule 14D-1"), to purchase from holders
of Units ("Unitholders") any and all of the outstanding Units of the
Partnership, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated September 20, 1996, as amended (the "Offer to
Purchase"), and the related Assignment of Partnership Interest (collectively
with the Offer to Purchase, the "HR Offer"). The Partnership did not solicit
the HR Offer. The Schedule 14D-1 states 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 the Partnership, are set forth in
Item 1 above.

(b)(1) The sole general partner responsible for the management
of the 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
Partnership, its executive officers, directors or affiliates. Neither the
Partnership nor McNeil Partners has any directors or executive officers.

McNeil Partners is entitled to receive a partnership management
fee equal to 9.5% of distributions of cash from operations and disposition
proceeds when distributions are made to Unitholders.

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The Partnership pays property management fees equal to 6% of
gross rental receipts of residential properties and 5% for commercial
properties to McNeil Real Estate Management, Inc. ("McREMI"), an affiliate of
McNeil Partners, for providing property management services. Additionally, the
Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.

McNeil Partners, as general partner of the Partnership, is
entitled to indemnification under certain circumstances from the Partnership
pursuant to provisions of the 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 Partnership and such agreements are not obligations
of the Partnership.

If the HR Offer is successful, High River may be in a position to
cause the amendment of the Partnership's partnership agreement and the removal
of McNeil Partners as the general partner of the Partnership. If McNeil
Partners is removed by High River as the general partner of the 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 making a recommendation to Unitholders whether to
reject or accept the HR Offer.

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

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ITEM 4. THE SOLICITATION OR RECOMMENDATION

(a) Following the Partnership's receipt of the HR Offer, McNeil
Partners met with the financial and legal advisors of the Partnership to review
and consider the HR Offer and to explore various possible alternative courses
of action which might be available in response to the HR Offer. Based on the
Partnership's analysis and its consultation with such advisors, the
Partnership, in light of all relevant circumstances, determined not to make a
recommendation as to whether its Unitholders should reject or accept the HR
Offer.

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

(i) 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 the partnership agreement. THE
PARTNERSHIP HAS BEGUN MARKETING FOR SALE ITS SOLE ASSET. Although there
can be no assurance as to the timing of the 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 following the completion of
the Assumed Liquidation.

(ii) The report of Crosson Dannis, Inc., the Partnership's
financial advisor ("Crosson Dannis"), dated October 3, 1996, which
estimates the range of present value (the "Present Estimated
Liquidation Value") of the Units based on the assumption that the
Partnership commences a theoretical orderly liquidation in January 1997
and completes the liquidation by December 31, 1997 (the "Assumed
Liquidation"). THE PRESENT ESTIMATED LIQUIDATION VALUE PER UNIT FOR THE
PARTNERSHIP AS OF OCTOBER 3, 1996 IS BETWEEN $233 AND $236. The Present
Estimated Liquidation Value represents Crosson Dannis' estimate of the
present value of the gross cash distributions that a Unitholder would
receive between now and the completion of the Assumed Liquidation.
Crosson Dannis' estimate of the amount of gross cash distributions per
Unit through the completion of the Assumed Liquidation for the
Partnership is approximately $265.00. 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. A copy of the
Crosson Dannis report dated October 3, 1996 is filed as exhibit (c)(2).

(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
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

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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 the Partnership or
that any particular distribution per Unit will be obtained, THE
LIQUIDATION AND DISSOLUTION OF MCNEIL REAL ESTATE FUND V, LTD. AND THE
REPORT OF CROSSON DANNIS SHOULD BE CONSIDERED BY UNITHOLDERS IN
DETERMINING WHETHER TO REJECT OR ACCEPT THE HR OFFER.

(iv) The price offered by the Bidders is between approximately
95.1% and 96.4% of the high and low end of the range in the Present
Estimated Liquidation Value.

(v) The Bidders are making the HR Offer 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 Offer.

(vi) The Partnership has, from time to time, received inquiries
from other parties that may be considering making tender offers for the
Units. In anticipation of the HR Offer, the Partnership has 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 Partnership pursuant to the requirements of federal
securities laws. While it is possible that additional offers for Units
in the Partnership on more favorable terms than the HR Offer 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.

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

(viii) As stated in the Offer to Purchase, if the HR Offer is
successful, High River may be in a position to influence control of the
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 Partnership and whether High River or one of its affiliates would be
suitable in such a role, the Partnership further considered the
following:

(A) McNeil Partners and McREMI presently manage the
businesses of the Partnership. 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

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residential properties in the United States and a large manager
of commercial properties.

(B) The Offer to Purchase does not adequately disclose
information regarding Mr. Icahn's plans in the event he acquires
control of the businesses of the Partnership. In fact, the Offer
to Purchase states that High River has never acted as the general
partner or property manager of a limited partnership, such as the
Partnership, 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 Partnership would adversely effect the Partnership were
Mr. Icahn to acquire control thereof.

(ix) Carl C. Icahn controls High River. The 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. The Partnership is aware
that the strategy Mr. Icahn has employed in the HR Offer, as well as,
last year's offer, is similar to strategies he has repeated in numerous
previous unsolicited offers for corporate and partnership securities.

(x) The HR Offer is conditioned upon the McNeil Partners
consenting in writing to the admission of High River as a substitute
limited partner of the Partnership; however, the HR Offer fails to
disclose that McNeil Partners may, in its sole discretion under certain
circumstances set forth in the 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
Partnership's underlying assets or assume any of its liabilities. Although the
Partnership does not believe that the amount per Unit which might be
distributed to Unitholders following a future sale of all the Partnership's
properties necessarily reflects the present fair value of a Unit, the
realizable value of the 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 Value based on the assumptions that the Partnership commences a
theoretical orderly liquidation in January 1997 and completes such liquidation
by December 31, 1997. The Present Estimated Liquidation Value as of October 3,
1996 is between $233 and $236 per Unit. The Present Estimated Liquidation
Value represents Crosson Dannis' estimate of the gross cash distributions that
a Unitholder would receive between January 1997 and the completion of the
Assumed Liquidation, discounted to reflect the present value of such
distributions. Crosson Dannis' estimate of gross cash distributions per Unit
following the liquidation of the Partnership is

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$265.00. 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.

The Present Estimated Liquidation Value is based in part upon
certain estimated cash receipts and disbursements of the Partnership through
the Assumed Liquidation. As a business planning tool, the Partnership prepares
near and long-term projections of cash flow on an annual basis for the next
succeeding year and the remaining life of the 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 the Partnership as the most current long-term
business plan of the Partnership. The Draft Projections are prepared to
estimate the level of cash flow each asset of the 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 the Partnership's business,
which include, but are not limited to, the amount of invested capital in
assets, appropriate development plans for assets, level of indebtedness for the
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 Partnership's 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 Partnership's business
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 PARTNERSHIP AND THE PRESENT
ESTIMATED LIQUIDATION VALUES ARE NOT GUARANTEES OF ACTUAL RESULTS OF OPERATIONS
OR CASH FLOWS OF THE PARTNERSHIP AND SHOULD NOT BE CONSIDERED AS THE ACTUAL
RESULTS OF THE PARTNERSHIP OR THE AMOUNT THAT WILL NECESSARILY BE REALIZED BY
AN UNITHOLDER WHO RETAINS AN INTEREST IN THE PARTNERSHIP THROUGH ITS ACTUAL
LIQUIDATION.

NO ASSURANCE CAN OR IS MADE THAT THE PROJECTED RESULTS OF THE
PARTNERSHIP'S OPERATIONS AND CASH FLOWS, OR THE AMOUNT SET FORTH IN THE PRESENT
ESTIMATED LIQUIDATION VALUE, WILL BE REALIZED IN WHOLE OR PART. NO ASSURANCE
CAN OR IS MADE AS TO THE ACTUAL RESULTS THAT

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WILL BE ACHIEVED BY A UNITHOLDER WHO RETAINS AN INTEREST IN THE PARTNERSHIP.

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

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

(ii) The Partnership, 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 Partnership.

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

(iv) 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 or event of default
exists with respect to any such agreements.

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

(vi) 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 or otherwise dispose
of such asset for an amount less than the then fair market value of such
asset.

(vii) The Present Estimated Liquidation Value specifically
disregards 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 the Partnership, has engaged
Crosson Dannis as its financial advisor to prepare the Present Estimated
Liquidation Value. Pursuant to the engagement agreement between the McNeil
Partners, on behalf of the Partnership, and Crosson Dannis, McNeil Partners
agreed, on behalf of the Partnership, to pay Crosson Dannis an aggregate fee of
$10,400 for the preparation and presentation of its report. In addition,
McNeil Partners, on behalf of the Partnership, agreed to reimburse Crosson
Dannis for the direct expenses it incurs for deliveries, travel and third party
research and data in preparing the Present Value, 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 report.

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McNeil Partners, on behalf of the Partnership, has retained The
Herman Group, Inc. to assist with communications with Unitholders with respect
to, and to provide other services to the Partnership in connection with, the HR
Offer. McNeil Partners, on behalf of the Partnership, 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 Partnership 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 Offer.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

(a) Neither the Partnership, McNeil Partners nor McNeil
Investors has effected any transactions in the Units during the past 60 days.
Except as described below, the Partnership is 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.

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

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

(a) Except as described 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 the Partnership.

(b) Except as described 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 the Partnership.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

Tender Offer Litigation

On August 12, 1996, High River sent a letter to the Partnership and
nine affilated limited partnerships (together, the "McNeil Partnerships")
demanding a list of the names, current residence or business addresses and
certain other information concerning the Unitholders of the McNeil
Partnerships. On August 19, 1996, the McNeil 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 the McNeil 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, the McNeil 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.

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On August 23, 1996, the Bidder Defendants filed, among other documents,
(a) an answer to the McNeil 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 the McNeil Partnerships to either make available to High River a copy
of the list of Unitholders or grant High River permission to inspect and copy
such list; and (c) an application for a temporary restraining order ("TRO") and
a preliminary injunction seeking access to the list of Unitholders. On
September 6, 1996, the Bidder Defendants' TRO application was denied. On
September 12, 1996, the McNeil Partnerships filed an answer to the Bidder
Defendants' counterclaim asserting six affirmative defenses and alleging that
the Bidder Defendants were denied access to the list of Unitholders because
their requests for the list were in connection with an illegal tender offer.
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 McNeil Partnerships, including McNeil Real
Estate Fund XXVI, L.P. and McNeil Real Estate Fund XXVII, L.P., 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 McNeil Partnerships' partnership agreements and
federal securities laws and to declare that the McNeil Partnerships are not
required to provide High River with a current list of Unitholders to facilitate
its illegal tender offers.

Restriction on Transfers; Tax Termination

The Partnership intends that no transfer or assignment of Units
shall be effective 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 Partnership, cause a
termination of the 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). Depending upon the number of Units tendered pursuant to the HR Offer,
sales of Units on the secondary market for the twelve-month period following
completion of the HR Offer may be limited. The Partnership will not process
any requests for transfers of Units during such twelve-month period which the
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 the HR Offer
(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 Partnership 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.

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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).

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).

11
<PAGE> 12
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

12
<PAGE> 13
ANNEX A

<TABLE>
<CAPTION>
MCNEIL PACIFIC INVESTORS FUND 1972
- ------------------------------------------------------------------------------------------------------------------------------------
CASH FLOW PROJECTIONS 000'S 1997 1998 1999 2000 2001
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Partnership cash flow before debt service (386) 0 - - -
Net sales proceeds 3,990 - - - -
Debt service on mortgage obligations (161) - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Partnership cash flow 3,444 0 - - -
Estimated distributions to LP's (3,966) - - -
Beginning working capital cash reserves 522 (0) - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Ending working capital cash reserves (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 1997 with
the final property sale.
<PAGE> 14
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).

<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 PACIFIC INVESTORS FUND 1972

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 of McNeil Pacific Investors Fund 1972
(the "Partnership").

WHY DOES A SOPHISTICATED INVESTOR LIKE MR. ICAHN STILL WANT TO PURCHASE YOUR
UNITS -- THIS YEAR FOR $224.50? 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 $233 AND
$236 PER UNIT. FURTHER, AS DISCUSSED BELOW, THE PARTNERSHIP HAS BEGUN
MARKETING FOR SALE ITS SOLE ASSET AND ANTICIPATES COMPLETING SUCH SALE BY
DECEMBER 1997 WHICH WILL BE FOLLOWED BY A LIQUIDATING DISTRIBUTION TO ALL
UNITHOLDERS.

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 94.9% OF THE
PARTNERSHIP'S UNITS AGREED THAT MR. ICAHN'S OFFER WAS INADEQUATE, REJECTED HIS
OFFER AND DID NOT TENDER YOUR UNITS.

This year, the Partnership considered a variety of factors, including, but not
limited to, the following in evaluating Mr. Icahn's offer:

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 sole asset in accordance with the terms of its partnership
agreement. THE PARTNERSHIP HAS BEGUN MARKETING ITS SOLE ASSET. 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 all Unitholders by December 1997.

INDEPENDENT OPINION OF LIQUIDATION VALUE. The report of Crosson Dannis, Inc.
("Crosson Dannis"), the Partnership's financial advisor, dated October 3, 1996,
which estimates 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
1997 (the "Assumed Liquidation"). THE PRESENT ESTIMATED LIQUIDATION VALUE FOR
THE PARTNERSHIP AS OF OCTOBER 3, 1996 IS BETWEEN $233 AND $236 PER UNIT. The
Present Estimated Liquidation Value represents Crosson Dannis' estimate of the
present value of the gross cash distributions, approximately $265.00, 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.

LIQUIDATION AND DISSOLUTION OF MCNEIL REAL ESTATE FUND V, LTD. 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,
<PAGE> 2
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 FOR UNITS OF FUND V. 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 REPORT OF CROSSON DANNIS SHOULD BE CONSIDERED
BY UNITHOLDERS WHEN MAKING A DETERMINATION WHETHER TO REJECT OR ACCEPT THE
OFFER.

IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, THE PARTNERSHIP HAS DETERMINED NOT TO
MAKE A RECOMMENDATION AS TO WHETHER UNITHOLDERS SHOULD REJECT OR ACCEPT MR.
ICAHN'S OFFER. 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 MPIF 1972, L.P.
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 MPIF 1972, L.P., 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 $233 TO $236 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 $265 PER UNIT.

This letter must remain attached to, and is a permanent part of, the
accompanying Report for the conclusions in the 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 MPIF 1972, L.P.

PURPOSE, DEFINITIONS AND SCOPE

PURPOSE

The PURPOSE of the analysis of Crosson Dannis, Inc. is to 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 MPIF 1972, Ltd. (the "Partnership"). 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
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") 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.

"LIQUIDATION 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,
1997.

"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, 13,753 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>
Palm Bay (Greentree)/ APT
2019 S. Semoran Boulevard
Orlando, FL
================================================================================
</TABLE>

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.
6
<PAGE> 9
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 $233 TO $236
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 $265 PER UNIT.

CROSSON DANNIS, INC.
7

<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.

14
<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.

16
<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.

18
<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

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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

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<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-

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<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;

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<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

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<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

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<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.