MCNEIL REAL ESTATE FUND XV LTD /CA
10-Q, 1995-08-14
REAL ESTATE
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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  0-14258




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





         California                                 94-2941516
-------------------------------------------------------------------------------
(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 XV, 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.....................................................              $  7,087,195        $  7,087,195
   Buildings and improvements...............................                44,150,962          43,721,466
                                                                           -----------         -----------
                                                                            51,238,157          50,808,661
   Less:  Accumulated depreciation..........................               (19,427,702)        (18,472,016)
                                                                           -----------         ----------- 
                                                                            31,810,455          32,336,645

Cash and cash equivalents...................................                 3,517,012           3,284,547
Cash segregated for security deposits.......................                   251,044             244,994
Accounts receivable.........................................                    15,367              11,488
Prepaid expenses and other assets...........................                    49,986              85,623
Escrow deposits.............................................                   275,265             278,490
Deferred borrowing costs (net of accumulated
   amortization of $160,066 and $124,350 at
   June 30, 1995 and December 31, 1994,
   respectively)............................................                   752,668             788,384
                                                                           -----------         -----------
                                                                          $ 36,671,797        $ 37,030,171
                                                                           ===========         ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Mortgage notes payable, net.................................              $ 25,249,137        $ 25,443,252
Accounts payable............................................                    69,401              26,499
Accrued property taxes......................................                   200,696             212,148
Accrued expenses............................................                    99,586              79,404
Accrued interest............................................                   187,236             188,816
Payable to affiliates - General Partner.....................                    57,713              56,915
Security deposits and deferred rental income................                   262,044             267,359
                                                                           -----------         -----------
                                                                            26,125,813          26,274,393
                                                                           -----------         -----------

Partners' equity (deficit):
   Limited partners - 120,000 limited partnership units 
     authorized;  102,836 and 102,846 limited  partnership
     units issued and outstanding at June 30, 1995
     and December 31, 1994, respectively....................                10,904,682          11,104,028
   General Partner..........................................                  (358,698)           (348,250)
                                                                           -----------         ----------- 
                                                                            10,545,984          10,755,778
                                                                           -----------         -----------
                                                                          $ 36,671,797        $ 37,030,171
                                                                           ===========         ===========
</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 XV, 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................         $1,924,485         $1,836,853        $3,831,618         $3,630,764
   Interest......................             54,773             33,563           101,340             60,800
   Gain on legal settlement......             35,263                  -            35,263                  -
                                           ---------          ---------         ---------          ---------
     Total revenue...............          2,014,521          1,870,416         3,968,221          3,691,564
                                           ---------          ---------         ---------          ---------

Expenses:
   Interest......................            594,144            600,273         1,187,657          1,202,580
   Depreciation..................            477,843            464,949           955,686            929,898
   Property taxes................            100,455            100,341           200,910            200,682
   Personnel expenses............            190,960            186,177           419,147            394,922
   Utilities.....................             81,252             70,338           179,502            178,483
   Repair and maintenance........            214,534            212,494           372,269            388,574
   Property management
     fees - affiliates...........             96,009             93,805           192,504            185,392
   Other property operating
     expenses....................            125,043            100,418           243,516            212,767
   General and administrative....             16,765             21,602            33,505             43,612
   General and administrative -
     affiliates..................             62,155             56,625           124,598            116,215
                                           ---------          ---------         ---------          ---------
     Total expenses..............          1,959,160          1,907,022         3,909,294          3,853,125
                                           ---------          ---------         ---------          ---------

Net income (loss)................         $   55,361         $ (36,606)        $   58,927         $ (161,561)
                                           =========          ========          =========          ========= 

Net loss allocable to limited
   partners......................         $  (77,848)        $(142,929)        $ (199,346)        $ (353,234)
Net income allocable to
   General Partner...............            133,209            106,323           258,273            191,673
                                           ---------          ---------         ---------          ---------
Net income (loss)................         $   55,361         $  (36,606)       $   58,927         $ (161,561)
                                           =========          =========         =========          ========= 

Net loss per limited
   partnership unit..............         $    (.76)         $    (1.39)       $    (1.94)        $    (3.43)
                                           ========           =========         =========          ========= 

</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 XV, LTD.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                  (Unaudited)

                For the Six Months Ended June 30, 1995 and 1994



<TABLE>
<CAPTION>

                                                                                                   Total
                                                       General               Limited               Partners'
                                                       Partner               Partners              Equity
                                                      ----------            -----------           -----------

<S>                                                   <C>                   <C>                   <C>        
Balance at December 31, 1993..............            $(331,992)            $12,137,721           $11,805,729

Net income (loss).........................              191,673                (353,234)             (161,561)

Contingent Management Incentive
   Distribution...........................             (254,843)                      -              (254,843)
                                                       --------              ----------            ---------- 

Balance at June 30, 1994..................            $(395,162)            $11,784,487           $11,389,325
                                                       ========              ==========            ==========


Balance at December 31, 1994..............            $(348,250)            $11,104,028           $10,755,778

Net income (loss).........................              258,273                (199,346)               58,927

Contingent Management Incentive
   Distribution...........................             (268,721)                      -              (268,721)
                                                       --------              ----------            ---------- 

Balance at June 30, 1995..................            $(358,698)            $10,904,682           $10,545,984
                                                       ========              ==========            ==========
</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 XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>

                                                                                Six Months Ended
                                                                                    June 30,
                                                                        ----------------------------------
                                                                           1995                    1994
                                                                        -----------            -----------
<S>                                                                     <C>                    <C>        
Cash flows from operating activities:
   Cash received from tenants........................                   $3,818,133             $ 3,633,968
   Cash received from legal settlement...............                       35,263                       -
   Cash paid to suppliers............................                   (1,148,420)             (1,234,050)
   Cash paid to affiliates...........................                     (317,195)               (304,136)
   Interest received.................................                      101,340                  60,800
   Interest paid.....................................                   (1,128,982)             (1,147,166)
   Property taxes paid...............................                     (211,694)               (156,965)
                                                                        ----------              ---------- 
Net cash provided by operating activities............                    1,148,445                 852,451
                                                                        ----------              ----------

Cash flows from investing activities:
   Additions to real estate investments..............                     (429,496)               (454,339)
                                                                        ----------              ----------

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                     (218,654)               (207,389)
   Contingent Management Incentive
     Distribution....................................                     (267,830)               (200,972)
                                                                        ----------              ---------- 
Net cash used in financing activities................                     (486,484)               (408,361)
                                                                        ----------              ---------- 

Net increase (decrease) in cash and cash
   equivalents.......................................                      232,465                 (10,249)

Cash and cash equivalents at beginning of
   period............................................                    3,284,547               3,868,622
                                                                        ----------              ----------

Cash and cash equivalents at end of period...........                  $ 3,517,012             $ 3,858,373
                                                                        ==========              ==========

</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 XV, LTD.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

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

<TABLE>
<CAPTION>

                                                                                  Six Months Ended
                                                                                       June 30,
                                                                          --------------------------------- 
                                                                            1995                    1994
                                                                          --------              -----------

<S>                                                                       <C>                   <C>        
Net income (loss)....................................                     $ 58,927              $ (161,561)
                                                                           -------               --------- 

Adjustments to reconcile net loss to net cash 
   provided by operating activities:
   Depreciation......................................                      955,686                 929,898
   Amortization of discounts on mortgage
     notes payable...................................                       24,539                  23,439
   Amortization of deferred borrowing costs..........                       35,716                  33,424
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (6,050)                (25,693)
     Accounts receivable.............................                       (3,879)                  8,861
     Prepaid expenses and other assets...............                       35,637                 (10,883)
     Escrow deposits.................................                        3,225                (148,803)
     Accounts payable................................                       42,902                  21,875
     Accrued property taxes..........................                      (11,452)                200,682
     Accrued expenses................................                       20,182                 (45,511)
     Accrued interest................................                       (1,580)                 (1,449)
     Payable to affiliates - General Partner.........                          (93)                 (2,529)
     Security deposits and deferred rental
       income........................................                       (5,315)                 30,701
                                                                         ---------               ---------

       Total adjustments.............................                    1,089,518               1,014,012
                                                                         ---------               ---------

Net cash provided by operating activities............                   $1,148,445              $  852,451
                                                                         =========               =========
</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 XV, LTD.

                         Notes to Financial Statements
                                  (Unaudited)

                                 June 30, 1995

NOTE 1.
-------

McNeil Real Estate Fund XV, Ltd. (the "Partnership") was organized June 26, 1984
as a limited  partnership  organized  under  the  provisions  of the  California
Uniform  Limited  Partnership  Act. The general  partner of the  Partnership  is
McNeil Partners,  L.P. (the "General Partner"),  a Delaware limited partnership,
an affiliate of Robert A. McNeil.  The Partnership is governed by an amended and
restated  limited  partnership  agreement,  dated October 11, 1991 (the "Amended
Partnership Agreement"). 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 XV, Ltd.,  c/o McNeil Real Estate  Management,  Inc.,
Investor Relations, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
-------

Certain reclassifications have been made to prior period amounts to conform with
current year presentation.

NOTE 4.
-------

The  Partnership  pays  property  management  fees  equal to 5% of 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 and leasing services.

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

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


<PAGE>


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

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) 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.

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................             $192,504               $185,392
Charged to general and administrative -
   affiliates:
   Partnership administration........................              124,598                116,215
                                                                   -------                -------
                                                                  $317,102               $301,607
                                                                   =======                =======

Charged to General Partner's deficit:
   Contingent MID....................................             $268,721               $254,843
                                                                   =======                =======
</TABLE>

NOTE 5.
-------

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, $26,655 in
cash,  and common and preferred  stock in the  reorganized  Southmark  currently
valued at  approximately  $8,600,  which  amounts  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  for $8,608
which,  combined with the cash proceeds  from  Southmark,  resulted in a gain on
legal settlement of $35,263.

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

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

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



<PAGE>


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

Revenue:

Partnership  revenues  increased  by  $276,658 or 7% for the first six months of
1995 as  compared to same  period  last year.  Rental  revenue for the first six
months of 1995 was  $3,831,618 as compared to $3,630,764  for the same period in
1994.  The  increase of $200,854 in rental  revenue is a result of a rental rate
increase at all of the four properties.

Interest income earned on cash and cash  equivalent  increased by $40,541 or 67%
due to larger average cash balances invested in interest-bearing accounts and an
increase in the interest rates.

The  Partnership  also  recognized  a gain on legal  settlement  of $35,263 as a
result of the settlement with Southmark received in 1995.

Expenses:

Partnership  expenses increased by $56,169 or 2% and $52,138 or 3% for the first
six months and three  months of 1995 as  compared  to the same period last year,
respectively.

Personnel  expenses  increased $24,225 or 6% and $4,783 or 3% for the six months
and  three  ended  June  30,  1995 as  compared  to the  same  period  in  1994,
respectively. This increase is due to an increase in compensation paid and costs
relating to temporary personnel.

Other property  operating  expenses  increased  $30,749 or 15% for the first six
months of 1995  compared to the first six months of 1994.  The  increase  can be
attributed to increases in hazard insurance at Arrowhead and Mountain Shadow, as
well as increases in administrative expenses at all four properties.  During the
second  quarter  of 1995,  other  property  operating  expenses,  increased  21%
compared  to the second  quarter of 1994.  The  increase is due to such items as
insurance and training and seminars.

General and  administrative  for the six months ended June 30, 1995 decreased by
$10,107 or 23%.  This  decrease is  primarily  due to a reduction  in legal fees
incurred in 1994 for litigation related to Riverway V parking rights.

General  and  administrative  -  affiliate  for the period  ended June 30,  1995
increased  $8,383  or 7% due to an  increase  in  reimbursements  to  affiliates
because of fewer partnerships which overhead costs are allocated.

Terms  of  the  Amended   Partnership   Agreement  specify  that  income  before
depreciation is allocated to the General Partner to the extent of Contingent MID
paid in cash.  Depreciation  is  allocated  in the ratio of 99:1 to the  limited
partner and General Partner,  respectively.  Therefore,  for the three month and
six month period ended June 30, 1995, $133,209 and $258,273,  respectively,  was
allocated to the General Partner. The limited partners received allocations of a
net loss of $(55,656)  and  $(177,154)  for the three month and six month period
ended June 30, 1995, respectively.

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

The Partnership  generated $1,148,445 through operating activities for the first
six months of 1995 as compared to $852,451 for the first six months of 1994. The
increase in 1995 was mainly due to an increase in the cash received from tenants
and the increase in interest received.

The Partnership  expended $429,496 and $454,339 for capital  improvements to its
properties in the first six months of 1995 and 1994, respectively.

During the six months ended June 30, 1995, the Partnership expended $486,484 for
principal  payments  on  mortgage  notes and the  Contingent  MID as compared to
$408,361  for the same  period  in 1994.  This  increase  is  primarily  due the
increase in the amount of the MID that was paid during 1995.



<PAGE>


Short Term liquidity:

At June 30, 1995, the Partnership  held cash and cash  equivalents of $3,517,012
up $232,465  from the balance at December  31,  1994.  This  balance  provides a
comfortable level of working capital for the Partnership's operations.

During 1995, operations of the Partnership's  properties are expected to provide
positive cash flow from operations.  Management will perform routine repairs and
maintenance on the properties to preserve and enhance their value in the market.
In 1995,  the  Partnership  has budgeted to spend  approximately  $1,122,000  on
capital  improvements,  which are expected to be funded from  operations  of the
properties.

The  Partnership  was faced with mortgage  maturities at Woodcreek in August and
December 1995; however,  management  successfully refinanced Woodcreek on August
11, 1995. The new 7 year note, in the amount of $5,250,000, retired the maturing
mortgages of $3,882,443 and yielded  $1,086,717 in proceeds to the  Partnership.
Management  anticipates  using the  refinancing  proceeds  and the current  cash
reserves  to  payoff  the  mortgage  on Cedar  Run,  which is at an  unfavorable
interest rate.

Long Term liquidity:

The General  Partner has  established a revolving  credit facility not to exceed
$5,000,000 in the aggregate  which is 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.  The  Partnership  has not
received,  nor is there any assurance  that the  Partnership  will receive,  any
funds under the facility  because no amounts will be reserved for any particular
partnership.  As of June 30, 1995,  $2,362,004  remained available for borrowing
under the facility;  however,  additional  funds could become available as other
partnerships repay borrowings.

For the long term,  property operations will remain the primary source of funds.
While the present  outlook for  Partnership's  liquidity  is  favorable,  market
conditions may change and property  operations can  deteriorate.  In that event,
the Partnership  would require other sources of working  capital.  No such other
sources have been  identified,  and the Partnership has no established  lines of
credit.  Other possible actions to resolve working capital  deficiencies include
refinancing or  renegotiating  terms of existing loans,  deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the  competitiveness  or marketability  of the properties,  or arranging
working capital support from affiliates. All or a combination of these steps may
be  inadequate  or  unfeasible  in  resolving  such  potential  working  capital
deficiencies.  No affiliate  support has been required in the past, and there is
no assurance  that support  would be provided in the future,  since  neither the
General  Partner nor any affiliates have any obligation in this regard in excess
of the $5,000,000 revolving credit facility discussed above.

Distributions:

During 1994 , the limited  partners  received a cash  distribution  of $499,993.
This distribution consisted of funds from the sale of Riverway V. A distribution
of $268,721 for the contingent portion of the MID was accrued by the Partnership
for the  General  Partner in June 30,  1995.  In light of the Cedar Run  payoff,
management  does not  anticipate  making  further  distributions  to the limited
partners in the foreseeable future. The General Partner will continue to monitor
the cash reserves and working capital needs of the Partnership to determine when
cash flow will support distributions to the limited partners.




<PAGE>


                           PART II. OTHER INFORMATION

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  46,276  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
-------  --------------------------------

(a)      Exhibits.

<TABLE>
<CAPTION>

         Exhibit
         Number                     Description

         <S>                        <C>                                        
         3.1                        Amended  and  Restated Partnership Agreement 
                                    dated October 11, 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
                                    102,836  and  102,846  limited   partnership
                                    units   outstanding   in  1995   and   1994,
                                    respectively.

         27.                        Financial   Data  Schedule   for the quarter
                                    ended June 30, 1995.

         (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.
</TABLE>

(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 XV, 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 XV, 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>                                       3,517,012
<SECURITIES>                                         0
<RECEIVABLES>                                   15,367
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      51,238,157
<DEPRECIATION>                            (19,427,702)
<TOTAL-ASSETS>                              36,671,797
<CURRENT-LIABILITIES>                                0
<BONDS>                                     25,249,137
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                51,238,157
<SALES>                                      3,831,618
<TOTAL-REVENUES>                             3,968,221
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,721,637
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,165,465
<INCOME-PRETAX>                                 81,119
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             81,119
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    81,119
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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