MCNEIL REAL ESTATE FUND XXI L P
8-K, 1998-04-29
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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





Date of Report (Date of earliest event reported)       April 20, 1998
                                                  -----------------------------




                        McNEIL REAL ESTATE FUND XXI, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





         California                   0-13356             33-0030615
- --------------------------------------------------------------------------------
(State or other jurisdiction of      (Commission          (I.R.S. Employer
incorporation or organization)        File Number)         Identification No.)




             13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)




Registrant's telephone number, including area code    (972)  448-5800
                                                   -----------------------------



<PAGE>


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On April 20,  1998,  Fort Meigs Plaza,  a 104,990  square foot  shopping  center
located in Perrysburg,  Ohio, was sold to Mr. Harvey A. Tolson,  an unaffiliated
buyer,  for a cash  purchase  price of $3.8  million.  There  were no net  sales
proceeds to McNeil Real Estate Fund XXI, L.P.; however,  McNeil Real Estate Fund
XX,  L.P.,  holder of the  first and  second  liens on this  property,  received
$3,615,354 in satisfaction of their loans.



<PAGE>



                        McNEIL REAL ESTATE FUND XXI, L.P.

                                   SIGNATURES

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



                                      McNEIL REAL ESTATE FUND XXI, L.P.



April 29, 1998                        By:  /s/ Carol A. Fahs
- --------------                            --------------------------------------
Date                                      Carol A. Fahs
                                          Chief Accounting Officer of McNeil
                                           Real Estate Management, Inc.







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