MCNEIL REAL ESTATE FUND XIV LTD
10-Q, 1995-08-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q



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

          For the period ended      June 30, 1995
                                -----------------------------------------------

                                       OR

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

          For the transition period from ______________ to_____________
          Commission file number  0-12915




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





         California                              94-2822299
-------------------------------------------------------------------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                   Identification No.)




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



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



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



<PAGE>


                       MCNEIL REAL ESTATE FUND XIV, LTD.

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------
                                 BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                            June 30,          December 31,
                                                                              1995                1994
                                                                          ------------         ----------- 
ASSETS

<S>                                                                       <C>                  <C>
Real estate investments:
   Land.....................................................              $  6,833,471         $ 6,833,471
   Buildings and improvements...............................                45,053,800          44,237,251
                                                                            ----------          ----------
                                                                            51,887,271          51,070,722
   Less:  Accumulated depreciation..........................               (20,736,821)        (19,674,640)
                                                                           -----------         ----------- 
                                                                            31,150,450          31,396,082

Cash and cash equivalents...................................                 1,700,073           1,045,158
Cash segregated for security deposits.......................                   403,172             372,157
Accounts receivable.........................................                   446,901             394,285
Prepaid expenses and other assets...........................                   206,956             230,521
Escrow deposits.............................................                   877,108             655,767
Deferred borrowing costs, net of accumulated amorti-
   zation of $201,553 and $170,822 at June 30, 1995
   and December 31, 1994, respectively......................                 1,192,690           1,120,896
                                                                           -----------          ----------

                                                                          $ 35,977,350         $35,214,866
                                                                           ===========          ==========


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Mortgage notes payable, net.................................              $ 28,082,158         $27,161,556
Accounts payable............................................                   167,449             155,071
Accrued interest............................................                   203,238             203,282
Accrued property taxes......................................                   303,762              84,880
Other accrued expenses......................................                    73,432              81,605
Payable to affiliates - General Partner.....................                   954,391             991,530
Security deposits and deferred rental revenue...............                   390,643             384,769
                                                                           -----------          ----------
                                                                            30,175,073          29,062,693
                                                                           -----------          ----------

Partners' equity (deficit):
   Limited partners - 100,000 limited partnership
     units authorized; 86,534 limited partnership
     units outstanding......................................                 8,049,815           8,094,114
   General Partner..........................................                (2,247,538)         (1,941,941)
                                                                           -----------          ---------- 
                                                                             5,802,277           6,152,173
                                                                           -----------          ----------

                                                                          $ 35,977,350         $35,214,866
                                                                           ===========          ==========
</TABLE>





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

                                  See    accompanying    notes   to    financial
statements.


<PAGE>


                       MCNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                Three Months Ended                     Six Months Ended
                                                      June 30,                              June 30,
                                          -----------------------------        -----------------------------
                                              1995               1994             1995               1994
                                          ----------         ----------        ----------         ----------

<S>                                       <C>                <C>               <C>                <C>
Revenue:
   Rental revenue................         $2,304,415         $2,188,026        $4,580,514         $4,350,952
   Interest......................             29,002              8,021            54,155             12,212
   Gain on legal settlement......             39,841                  -            39,841                  -
                                           ---------          ---------         ---------          ---------
     Total revenue...............          2,373,258          2,196,047         4,674,510          4,363,164
                                           ---------          ---------         ---------          ---------

Expenses:
   Interest......................            671,006            683,001         1,339,019          1,368,507
   Depreciation and
     amortization................            540,754            478,377         1,062,181            956,754
   Property taxes................            178,272            181,051           366,608            363,118
   Personnel expenses............            230,027            225,794           513,485            475,619
   Utilities.....................            115,966            121,512           226,262            238,095
   Repair and maintenance........            247,797            248,229           475,623            510,475
   Property management
     fees - affiliates...........            116,610            110,807           227,973            217,104
   Other property operating
     expenses....................            141,817            144,102           286,143            272,520
   General and administrative....             17,188             17,161            33,751             35,445
   General and administrative -
     affiliates..................             91,708             83,360           188,211            170,830
                                           ---------          ---------         ---------          ---------
     Total expenses..............          2,351,145          2,293,394         4,719,256          4,608,467
                                           ---------          ---------         ---------          ---------

Net income (loss)................         $   22,113         $  (97,347)       $  (44,746)        $ (245,303)
                                           =========          =========         =========          ========= 

Net income (loss) allocated to
   limited partners..............         $   21,892         $  (96,374)       $  (44,299)        $ (242,850)
Net income (loss) allocated to
   General Partner...............                221               (973)             (447)            (2,453)
                                           ---------          ---------         ---------          --------- 

Net income (loss)................         $   22,113         $  (97,347)       $  (44,746)        $ (245,303)
                                           =========          =========         =========          ========= 

Net income (loss) per limited
   partnership unit..............         $      .25         $    (1.11)       $     (.51)        $    (2.81)
                                           =========          =========         =========          ========= 
</TABLE>












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

                See accompanying notes to financial statements.


<PAGE>


                       MCNEIL REAL ESTATE FUND XIV, LTD.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                  (Unaudited)

                For the Six Months Ended June 30, 1995 and 1994


<TABLE>
<CAPTION>
                                                                                                      Total
                                                                                                    Partners'
                                                      General                 Limited                Equity
                                                      Partner                 Partners              (Deficit)
                                                    ------------             ----------            ----------

<S>                                                 <C>                      <C>                   <C>               
Balance at December 31, 1993..............          $(1,365,025)             $8,391,866            $7,026,841

Net loss..................................               (2,453)               (242,850)             (245,303)

Contingent Management Incentive
   Distribution...........................             (278,548)                      -              (278,548)
                                                     ----------               ---------             --------- 

Balance at June 30, 1994..................          $(1,646,026)             $8,149,016            $6,502,990
                                                     ==========               =========             =========


Balance at December 31, 1994..............          $(1,941,941)             $8,094,114            $6,152,173

Net loss..................................                 (447)                (44,299)              (44,746)

Contingent Management Incentive
   Distribution...........................             (305,150)                      -              (305,150)
                                                     ----------               ---------             --------- 

Balance at June 30, 1995..................          $(2,247,538)             $8,049,815            $5,802,277
                                                     ==========               =========             =========
</TABLE>

























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

                See accompanying notes to financial statements.


<PAGE>


                       MCNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                     Increase in Cash and Cash Equivalents

<TABLE>
<CAPTION>

                                                                                 Six Months Ended
                                                                                     June 30,
                                                                        ----------------------------------- 
                                                                            1995                    1994
                                                                        ----------             ------------
Cash flows from operating activities:
<S>                                                                     <C>                    <C>        
   Cash received from tenants........................                  $ 4,501,365             $ 4,334,415
   Cash received from legal settlement...............                       39,841                       -
   Cash paid to suppliers............................                   (1,654,486)             (1,334,781)
   Cash paid to affiliates...........................                     (758,473)               (296,523)
   Interest received.................................                       54,155                  12,212
   Interest paid.....................................                   (1,237,538)             (1,305,131)
   Deferred borrowing costs paid.....................                     (107,525)                  5,435
   Property taxes paid and escrowed..................                     (220,683)               (335,356)
                                                                        ----------              ---------- 
Net cash provided by operating activities............                      616,656               1,080,271
                                                                        ----------              ----------

Cash flows from investing activities:
   Additions to real estate investments..............                     (816,549)               (331,517)
                                                                        ----------              ---------- 

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (260,959)               (247,428)
   Proceeds from refinancing of mortgage
     note payable....................................                    1,115,767                       -
                                                                        ----------              ----------
Net cash provided by (used in) financing
   activities........................................                      854,808                (247,428)
                                                                        ----------              ---------- 

Net increase in cash and cash equivalents............                      654,915                 501,326

Cash and cash equivalents at beginning of
   period............................................                    1,045,158                 331,350
                                                                        ----------              ----------

Cash and cash equivalents at end of period...........                  $ 1,700,073             $   832,676
                                                                        ==========              ==========

</TABLE>
















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

                See accompanying notes to financial statements.


<PAGE>


                       MCNEIL REAL ESTATE FUND XIV, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

               Reconciliation of Net Loss to Net Cash Provided by
                              Operating Activities


<TABLE>
<CAPTION>
                                                                                 Six Months Ended
                                                                                     June 30,
                                                                        -----------------------------------
                                                                            1995                    1994
                                                                        -----------              ----------

<S>                                                                     <C>                      <C>       
Net loss.............................................                   $  (44,746)              $(245,303)
                                                                         ---------                -------- 

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization.....................                    1,062,181                 956,754
   Amortization of deferred borrowing costs..........                       35,731                  34,726
   Amortization of discounts on mortgage
     notes payable...................................                       65,794                  67,791
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      (31,015)                (21,394)
     Accounts receivable.............................                      (52,616)                 14,575
     Prepaid expenses and other assets...............                       23,565                  51,545
     Escrow deposits.................................                     (221,341)                (69,238)
     Deferred borrowing costs........................                     (107,525)                  5,435
     Accounts payable................................                       12,378                  (2,879)
     Accrued interest................................                          (44)                (39,140)
     Accrued property taxes..........................                      218,882                 182,986
     Other accrued expenses..........................                       (8,173)                 36,835
     Payable to affiliates - General Partner.........                     (342,289)                 91,410
     Security deposits and deferred rental
       revenue.......................................                        5,874                  16,168
                                                                         ---------               ---------
       Total adjustments.............................                      661,402               1,325,574
                                                                         ---------               ---------

Net cash provided by operating activities............                   $  616,656              $1,080,271
                                                                         =========               =========
</TABLE>




















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

                See accompanying notes to financial statements.


<PAGE>


                       McNEIL REAL ESTATE FUND XIV, LTD.

                         Notes to Financial Statements
                                  (Unaudited)

                                 June 30, 1995

NOTE 1.
-------

McNeil Real Estate Fund XIV, Ltd. (the  "Partnership") is a limited  partnership
organized  under the laws of the State of California to invest in real property.
The general  partner of the Partnership is McNeil  Partners,  L.P. (the "General
Partner"),  a Delaware limited partnership affiliated with Robert A. McNeil. The
Partnership  is  governed  by an  agreement  of  limited  partnership  ("Amended
Partnership Agreement") that was adopted September 20, 1991. The principal place
of business  for the  Partnership  and the  General  Partner is 13760 Noel Road,
Suite 700, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of  operations  for the six months ended June 30, 1995 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1995.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1994,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XIV, Ltd., c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
-------

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

NOTE 4.
-------

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

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

Under the terms of the Amended Partnership Agreement,  the Partnership is paying
a Management Incentive  Distribution ("MID") to the General Partner. The maximum
MID is calculated as 1% of the tangible asset value of the Partnership. Tangible
asset value is  determined  by using the greater of (i) an amount  calculated by
applying a  capitalization  rate of 9% to the annualized net operating income of
each  property or (ii) a value of $10,000  per  apartment  unit for  residential
property and $50 per gross square foot for commercial  property to arrive at the
property  tangible asset value. The property  tangible asset value is then added
to the book value of all other assets excluding intangible assets. Prior to July
1, 1993,  the MID consisted of two  components:  (i) the fixed portion which was
payable  without  respect to the net income of the  Partnership and was equal to
25% of the maximum MID (the "Fixed MID") and (ii) a contingent  portion which is
payable only to the extent of the lesser of the Partnership's  excess cash flow,
as defined, or net operating income (the "Entitlement  Amount") and was equal to
up to 75% of the maximum MID (the "Contingent  MID"). The maximum MID percentage
decreases subsequent to 1999.

The General Partner amended the Amended Partnership Agreement as a settlement to
a class action complaint.  This amendment eliminated the Fixed MID and makes the
entire  MID  payable  to the  extent  of the  Entitlement  Amount.  In all other
respects,  the  calculation  and payment of the MID will  remain the same.  This
modified MID became effective July 1, 1993.

Fixed  MID was  payable  in  limited  partnership  units  ("Units")  unless  the
Entitlement  Amount exceeded the amount  necessary to pay the Contingent MID, in
which case, at the General Partner's option,  the Fixed MID could have been paid
in cash to the extent of such excess.

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

Any  amount  of the MID that is paid to the  General  Partner  in Units  will be
treated as if cash was  distributed  to the General  Partner.  The Fixed MID was
treated as a fee payable to the General  Partner by the Partnership for services
rendered.  The  Contingent  MID  represents  a return of  equity to the  General
Partner for increasing cash flow, as defined,  and accordingly,  is treated as a
distribution to the General  Partner in compliance with the Amended  Partnership
Agreement.

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

<TABLE>
<CAPTION>
                                                                          Six Months Ended
                                                                              June 30,
                                                                  ------------------------------
                                                                    1995                    1994
                                                                  --------               --------
<S>                                                               <C>                    <C>     
Property management fees - affiliates................             $227,973               $217,104
Charged to general and administrative -
   affiliates:
   Partnership administration........................              188,211                170,830
                                                                   -------                -------

                                                                  $416,184               $387,934
                                                                   =======                =======

Charged to General Partner's deficit:
   Contingent Management Incentive
     Distribution....................................             $305,150               $278,548
                                                                   =======                =======
</TABLE>

NOTE 5.
-------

On March 13, 1995, the  Partnership  refinanced the Windrock  mortgage note. The
new mortgage  note,  in the amount of  $3,450,000,  bears  interest at 9.44% per
annum,  and requires  monthly  principal and interest  payments of $28,859.  The
maturity date of the new mortgage note is April 1, 2002.  Cash proceeds from the
refinancing transaction are as follows:

<TABLE>
<CAPTION>

                  <S>                                             <C> 
                  New loan proceeds.......................       $ 3,450,000
                  Existing first lien retired.............        (1,894,233)
                  Existing second lien retired............          (440,000)
                                                                  ---------- 

                  Cash proceeds from refinancing..........       $ 1,115,767
                                                                  ========== 
</TABLE>

The  Partnership  incurred  $107,525 of deferred  borrowing costs related to the
refinancing of the Windrock  mortgage note. The Partnership was also required to
fund $184,172 into various escrows for capital improvements,  property taxes and
insurance.


<PAGE>



NOTE 6.
-------

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

An Order Granting  Motion to Distribute  Funds to Class 8 Claimants  dated April
14, 1995 was issued by the Bankruptcy  Court.  In accordance  with the Order, in
May 1995, the Partnership  received in full satisfaction of its claims,  $30,118
in cash, and common and preferred stock in the reorganized  Southmark.  The cash
and  stock  represent  the  Partnership's  pro-rata  share of  Southmark  assets
available for Class 8 Claimants.  The Partnership  sold the Southmark common and
preferred  stock in May,  1995,  for $9,723  which,  when combined with the cash
proceeds  from  Southmark,  resulted in a gain on  settlement  of  litigation of
$39,841.


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

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio of income-producing real properties. At June 30, 1995, the Partnership
owned  four  apartment  properties  and  three  shopping  centers.  All  of  the
Partnership's properties are subject to mortgage notes.

On March 13, 1995, the  Partnership  refinanced  Windrock  Apartments with a new
$3,450,000 mortgage note. Proceeds from the new mortgage were used to payoff the
prior first and second mortgage notes encumbering Windrock  Apartments,  to fund
various  escrows  for the  payment of  property  taxes,  insurance,  repairs and
replacements, and to pay for loan fees and other costs associated with obtaining
the new mortgage note. Residual proceeds of approximately $824,000 were added to
the Partnership's  cash reserves.  The Partnership's next maturing mortgage note
does not come due until April 1, 2002.

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

For the first six months of 1995, the Partnership incurred a loss of $44,746, an
improvement  over the  $245,303  loss for the first six  months of 1994.  In the
second  quarter  of 1995,  the  Partnership  recorded  net  income of $22,113 as
opposed  to a loss  of  $97,347  in  the  year  earlier  quarter.  Results  from
operations have improved as the Partnership achieved higher rental revenues from
its properties, while limiting the increase in operating expenses.

Revenue:

In the first six months,  rental revenue increased  $229,562 or 5.3% over rental
revenue achieved during the first six months of 1994.  Rental revenue  increased
at five of the  Partnership's  seven  properties.  Increased  rental  rates  and
improving  occupancy rates led to increases ranging from 22% at Redwood Plaza to
6.2% at Country  Hills  Plaza.  Rental  revenue  realized  at Midvale  Plaza was
unchanged from 1994 first six months  results.  Particularly  noteworthy was the
9.9% increase in rental revenue at Embarcadero Club Apartments.  The Partnership
has invested substantial  resources for capital improvements at Embarcadero Club
Apartments  that now  appear to be paying off in  increased  rental  revenue.  A
decrease  in average  occupancy  was  responsible  for a 5.4%  decline in rental
revenue achieved by Windrock Apartments.  Several new apartment communities have
been completed in the sub-market in which  Windrock  Apartments is located.  The
General  Partner intends to use some of the proceeds from the refinancing of the
Windrock mortgage note to make capital  improvements at Windrock Apartments that
will,  hopefully,  allow the El Paso property to compete effectively against the
newer apartment communities.

Interest revenue  increased  four-fold to $54,155 during the first six months of
1995.  Steps  taken  during the course of 1994 to raise the  Partnership's  cash
reserves have resulted in increased funds invested in interest-bearing accounts.

During  the  second  quarter,  the  Partnership  received  $39,841  in cash  and
securities from Southmark  Corporation in settlement of the Partnership's claims
in the Southmark  bankruptcy  case.  The settlement  allowed the  Partnership to
report net income for the second quarter of 1995.

Expenses:

Partnership  expenses increased $110,789 or 2.4% in the first six months of 1995
compared to the same period of 1994. For the second quarter,  expenses increased
$57,751 or 2.5% compared to the second  quarter of 1994.  Expenses  increased at
four  of  the  Partnership's  seven  properties.   Expenses  were  unchanged  at
Embarcadero  Club  Apartments and Midvale  Plaza,  and decreased 5.6% at Thunder
Hollow Apartments.  The increased expenses were concentrated in depreciation and
amortization, and personnel expenses.

Depreciation and amortization  expense increased  $105,427 or 11.0% in the first
six months of 1995  compared  to the first six months of 1994.  The  increase in
depreciation  expense  is  due  to  the  continuing  investment  of  Partnership
resources  into  capital  improvements.  In the year  since June 30,  1994,  the
Partnership  has invested $1.65 million in capital  improvements.  These capital
improvements are generally being depreciated over lives ranging from five to ten
years.

Personnel  expenses  increased  $37,866  or 8.0% in the first six months of 1995
compared  to the first six  months of 1994.  For the second  quarter,  personnel
expenses  increased a more modest $4,233 or 1.9% compared to the second  quarter
of 1994. The  Partnership  incurred  increases in  compensation  paid to on-site
personnel at all but one of its  properties.  Personnel  expenses have increased
and are  expected to continue to  increase  due to the  Partnership's  effort to
increase  occupancy rates by the continuous  refurbishment of residential  units
and upgrade of services  offered to tenants.  Such  improvements  are  partially
achieved through higher maintenance  standards that require additional personnel
to implement.

Offsetting  the  increases  discussed  above,  repair  and  maintenance  expense
decreased $34,852 or 6.8% for the six months ended June 30, 1995 compared to the
same period of 1994. Repair and maintenance expenses were essentially  unchanged
for  the  second  quarter.  The  six-month  decrease  was  concentrated  at  the
Partnership's residential properties, particularly Thunder Hollow Apartments and
Embarcadero Club Apartments.  Extensive capital improvements at these properties
over the past two years have reduced some of the repair and maintenance expenses
that the Partnership would otherwise have incurred.

All other expense  items,  taken  as  a group,  increased  less than 0.1% in the
first six months of 1995 compared to the first six months of 1994.

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

The Partnership's net loss for the first six months was $44,746,  an improvement
from the $245,303 loss reported for the first six months of 1994. However, first
half cash flow from operating  activities  decreased to $616,656 from $1,080,271
in the first six months of 1994.  The  principal  cause of the  decrease in cash
flow  from  operating  activities  was a  $461,950  increase  in  cash  paid  to
affiliates.  During  1994,  the General  Partner  determined  not to collect the
Management Incentive  Distribution or the reimbursable  administrative costs due
to an affiliate of the General Partner until such time as the Partnership's cash
position improved. Due to these measures,  cash reserves increased to $1,045,158
at the end of 1994 from $331,350 at the beginning of 1994.  With the  additional
cash reserves  provided by the March 1995  refinancing of the Windrock  mortgage
note, the General Partner  determined to resume payments of reimbursable  costs.
Consequently,  during the first six months,  the  Partnership  paid  $294,446 of
reimbursable  costs  incurred  by the  Partnership  during  the  course of 1994.
Payments of Management Incentive Distribution remain suspended.

Another  factor in the decrease in cash flow from  operating  activities  in the
first half was the  refinancing of the Windrock  mortgage note. The  Partnership
expended  $107,525  in loan fees and  related  costs to obtain the new  Windrock
mortgage note. Additionally,  $184,172 of the increase in cash paid to suppliers
was the  result of various  escrows  funded  with loan  proceeds  for  recurring
replacements  and other  repairs  to  Windrock  Apartments.  Net of the  retired
mortgages,  loan costs and funded  escrows,  the  Windrock  refinancing  yielded
proceeds of $824,070 for the Partnership.

The balance of changes in cash flow from operating activities is attributable to
the generally improving performance of the Partnership's properties.

The  Partnership   continues  to  invest  significant   resources  into  capital
improvements  at its  properties.  During the first  half,  capital  improvement
expenditures  increased  $485,032 to $816,549.  The  Partnership has budgeted an
additional $351,000 of capital improvements for the balance of 1995.

Short Term Liquidity:

Due to the General Partner's  decision to postpone  collection of the Management
Incentive  Distribution  and  proceeds  received  from  the  refinancing  of the
Windrock mortgage note, the Partnership  currently enjoys a substantially better
cash  position  that it did in 1994.  The  Partnership's  cash  reserves will be
needed in light of the aging  condition  of the  Partnership's  properties.  The
Partnership  has budgeted  $1.17 million for capital  improvements  for 1995, in
addition to the $3.54 million of capital improvements made during the past three
years. The General Partner believes these capital  improvements are necessary to
allow the Partnership to increase its rental revenues in the competitive markets
in which the Partnership's properties operate. These expenditures also allow the
Partnership to reduce certain repair and maintenance  expenses from amounts that
would otherwise be incurred.

At June 30, 1995, the Partnership held $1,700,073 of cash and cash  equivalents,
up $654,915 from the balance at the end of 1994. The General  Partner  considers
this level of cash reserves to be adequate to meet the  Partnership's  operating
needs  for the  balance  of 1995.  The  General  Partner  anticipates  that cash
generated  from  operations for the remainder of 1995 will be sufficient to fund
the Partnership's  budgeted capital improvements and debt service  requirements.
However,  1995 cash flow from operations  likely will not be adequate to pay the
Management  Incentive  Distribution  due to the General  Partner.  For now,  the
General  Partner is electing to defer  collection  of the  Management  Incentive
Distribution.

Long Term Liquidity:

For the long term,  property operations will remain the primary source of funds.
In this regard,  the General Partner expects that the capital  improvements made
by the Partnership  during the past two years will yield improved cash flow from
property  operations for the balance of 1995.  Furthermore,  the General Partner
had budgeted an  additional  $351,000 of capital  improvements  for 1995. If the
Partnership's cash position deteriorates, the General Partner may elect to defer
certain of the capital improvements, except where such improvements are expected
to  increase  the   competitiveness   or  marketability  of  the   Partnership's
properties.

The General Partner has established a revolving credit  facility,  not to exceed
$5,000,000  in  the  aggregate,  which  will  be  available  on  a  "first-come,
first-served"  basis to the  Partnership  and other  affiliated  partnerships if
certain  conditions are met.  Borrowings  under the facility may be used to fund
deferred maintenance,  refinancing  obligations and working capital needs. There
is no assurance  that the  Partnership  will receive  additional  funds from the
facility because no amount will be reserved for any particular  partnership.  As
of June 30, 1995,  $2,362,004  remained  available  from the facility;  however,
additional funds could become available as other partnerships repay borrowings.

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

Distributions:

With the exception of the Contingent  MID,  distributions  to Partners have been
suspended  since 1986 as a part of the General  Partner's  policy of maintaining
adequate cash reserves.  Distributions to Unit holders will remain suspended for
the foreseeable  future.  Although the Partnership  recorded a Contingent MID of
$305,150  for the  first  half of 1995,  payments  of  Contingent  MID have been
suspended  since the  beginning of 1994.  The General  Partner will  continue to
monitor the cash reserves and working capital requirements of the Partnership to
determine when cash flows will support resumption of Contingent MID payments and
distributions to Unit holders.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
-------  --------------------
The Partnership is not a party to, nor are any of the  Partnership's  properties
the subject of, any material  pending  legal  proceedings,  other than  ordinary
litigation routine to the Partnership's business.

ITEM 5.  OTHER INFORMATION
-------  -----------------

On an  unsolicited  basis,  High River Limited  Partnership  ("High  River"),  a
partnership  controlled by Carl Icahn,  announced that it has commenced an offer
to purchase  38,940  units of limited  partnership  interest in the  Partnership
(approximately  45 percent  of the  Partnership's  units) at $95 per unit.  High
River has  stated  that the offer is being made as "an  investment."  The tender
offer is due to expire on August 31, 1995, unless extended.

The General  Partner,  with assistance  from its advisors,  is in the process of
evaluating  the tender  offer from a number of  important  standpoints  and will
report to the limited partners its position with respect to such offer.


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

<TABLE>
<CAPTION>
(a)         Exhibits.

            Exhibit
            Number               Description

            <S>                  <C>                                          
            4.                   Amended   and  Restated   Limited   Partnership 
                                 Agreement dated September 20, 1991. (1)

            11.                  Statement regarding computation of net loss per
                                 limited  partnership unit: net loss per limited
                                 partnership  unit is computed  by dividing  net
                                 loss  allocated to the limited  partners by the
                                 number    of    limited    partnership    units
                                 outstanding.  Per  unit  information  has  been
                                 computed  based on 86,534  limited  partnership
                                 units outstanding in 1995 and 1994.

            27.                  Financial  Data  Schedule for the ended quarter
                                 ended June 30, 1995.
</TABLE>

      (1)   Incorporated  by reference to the Annual  Report of  Registrant,  on
            Form 10-K for the period ended  December 31, 1991, as filed on March
            30, 1992.

   (b)   Reports on Form 8-K. There were no reports on Form 8-K filed during the
         quarter ended June 30, 1995.




<PAGE>


                       McNEIL REAL ESTATE FUND XIV, LTD.

                                   SIGNATURES

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

<TABLE>
<CAPTION>


                                                   McNEIL REAL ESTATE FUND XIV, Ltd.

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

                                                        By: McNeil Investors, Inc., General Partner



<S>                                                <C>                                                        
August 14, 1995                                    By:  /s/  Donald K. Reed
--------------------                                    -------------------------------------------------
Date                                                    Donald K. Reed
                                                        President and Chief Executive Officer



August 14, 1995                                   By:   /s/  Robert C. Irvine
--------------------                                    -------------------------------------------------
Date                                                    Robert C. Irvine
                                                        Chief Financial Officer of McNeil Investors, Inc.
                                                        Principal Financial Officer



August 14, 1995                                   By:   /s/  Brandon K. Flaming
---------------------                                   --------------------------------------------------
Date                                                    Brandon K. Flaming
                                                        Chief Accounting Officer of McNeil Real Estate
                                                        Management, Inc.


</TABLE>








<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       1,700,073
<SECURITIES>                                         0
<RECEIVABLES>                                  446,901
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      51,887,271
<DEPRECIATION>                            (20,736,821)
<TOTAL-ASSETS>                              35,977,350
<CURRENT-LIABILITIES>                                0
<BONDS>                                     28,082,158
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 5,802,277
<SALES>                                      4,580,514
<TOTAL-REVENUES>                             4,674,510
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             3,380,237
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,339,019
<INCOME-PRETAX>                               (44,746)      
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (44,746)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (44,746)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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