MCNEIL REAL ESTATE FUND XXIV LP
10-Q, 1996-05-14
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             March 31, 1996
                           -----------------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-14267




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




      California                                       74-2339537
- --------------------------------------------------------------------------------
(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 XXIV, L.P.

                          PART I. FINANCIAL INFORMATION

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

                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                          March 31,          December 31,
                                                                            1996                 1995
                                                                       ---------------      --------------
ASSETS
- ------
<S>                                                                    <C>                  <C>           
Real estate investments:
   Land.....................................................           $     5,949,645      $    6,781,836
   Buildings and improvements...............................                25,368,687          28,462,935
                                                                        --------------       -------------
                                                                            31,318,332          35,244,771
   Less:  Accumulated depreciation and amortization.........               (10,830,904)        (12,428,415)
                                                                        --------------       -------------
                                                                            20,487,428          22,816,356

   Assets held for sale                                                      2,002,549                   -

Cash and cash equivalents...................................                 2,256,322           2,381,183
Cash segregated for security deposits.......................                    96,556              94,780
Accounts receivable.........................................                   511,811             433,580
Prepaid expenses and other assets, net......................                   175,455             186,490
                                                                        --------------       -------------
                                                                       $    25,530,121      $   25,912,389
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------

Mortgage note payable.......................................           $     5,513,274      $    5,538,527
Accounts payable and accrued expenses.......................                   129,002             229,628
Payable to affiliates - General Partner.....................                   132,225              59,527
Advances from affiliates....................................                   642,581             642,581
Security deposits and deferred rental revenue...............                   113,038             102,823
                                                                        --------------       -------------
                                                                             6,530,120           6,573,086
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at March 31,
     1996 and December 31, 1995.............................                19,022,424          19,362,083
   General Partner..........................................                   (22,423)            (22,780)
                                                                        --------------       -------------
                                                                            19,000,001          19,339,303
                                                                        --------------       -------------
                                                                       $    25,530,121      $   25,912,389
                                                                        ==============       =============
</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 XXIV, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                         March 31,
                                                                          ----------------------------------
                                                                                 1996                1995
                                                                          ----------------------------------
<S>                                                                        <C>                <C>           
Revenue
  Rental revenue...............................................            $    1,024,836     $      982,327
  Interest.....................................................                    31,760             25,452
  Gain on involuntary conversion...............................                    24,663                  -
  Property tax refund..........................................                    20,434                  -
                                                                            -------------      -------------
    Total revenue..............................................                 1,101,693          1,007,779
                                                                            -------------      -------------

Expenses:
  Interest.....................................................                   108,824            100,492
  Depreciation and amortization................................                   333,038            336,435
  Property taxes...............................................                   122,076            124,986
  Personnel costs..............................................                    71,976             84,996
  Utilities....................................................                    54,703             47,826
  Repairs and maintenance......................................                    90,919             95,335
  Property management fees -affiliates.........................                    54,340             53,028
  Other property operating expenses............................                    59,299             61,331
  General and administrative...................................                    23,455             20,159
  General and administrative - affiliates......................                   147,357            156,783
                                                                            -------------      -------------
    Total expenses.............................................                 1,065,987          1,081,371
                                                                            -------------      -------------

Net income (loss)..............................................            $       35,706     $      (73,592)
                                                                            =============      =============

Net income (loss) allocable to limited partners................            $       35,349     $      (72,856)
Net income (loss) allocable to General Partner.................                       357               (736)
                                                                            -------------     --------------
Net income (loss)..............................................            $       35,706     $      (73,592)
                                                                            =============      =============

Net income (loss) per limited partnership unit.................            $          .88     $        (1.82)
                                                                            =============      =============

Distributions per limited partnership unit.....................            $         9.38     $            -
                                                                            =============      =============

</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 XXIV, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1996 and 1995

<TABLE>
<CAPTION>

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

<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1994..............       $       (5,832)         $   21,039,922        $   21,034,090

Net loss..................................                 (736)                (72,856)              (73,592)
                                                  --------------          --------------        --------------

Balance at March 31, 1995.................       $       (6,568)         $   20,967,066        $   20,960,498
                                                  =============           =============         =============


Balance at December 31, 1995..............       $      (22,780)         $   19,362,083        $   19,339,303

Distributions.............................                    -                (375,008)             (375,008)

Net income................................                  357                  35,349                35,706
                                                  -------------           -------------         -------------

Balance at March 31, 1996.................       $      (22,423)         $   19,022,424        $   19,000,001
                                                  =============           =============         =============

</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 XXIV, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                  -----------------------------------------
                                                                         1996                    1995
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>            
Cash flows from operating activities:
   Cash received from tenants........................             $        954,401         $       939,441
   Cash paid to suppliers............................                     (356,835)               (328,551)
   Cash paid to affiliates...........................                     (128,999)               (200,256)
   Interest received.................................                       31,760                  25,452
   Interest paid.....................................                     (101,591)                (90,996)
   Property taxes paid...............................                     (161,774)                (80,135)
   Property tax refund...............................                       20,434                       -
                                                                   ---------------          --------------
Net cash provided by operating activities............                      257,396                 264,955
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                      (56,996)                (55,554)
   Proceeds received from insurance company..........                       75,000                       -
                                                                   ---------------          --------------
Net cash provided by (used in) investing
   activities........................................                       18,004                 (55,554)
                                                                   ---------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (25,253)                (46,132)
   Distributions paid................................                     (375,008)                      -
                                                                   ---------------          --------------
Net cash used in financing activities................                     (400,261)                (46,132)
                                                                   ---------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                     (124,861)                163,269

Cash and cash equivalents at beginning of
   period............................................                    2,381,183               1,720,161
                                                                   ---------------          --------------

Cash and cash equivalents at end of period...........             $      2,256,322         $     1,883,430
                                                                   ===============          ==============
</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 XXIV, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

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

<S>                                                               <C>                     <C>              
Net income (loss)....................................             $         35,706        $        (73,592)
                                                                   ---------------         ----------------

Adjustments to  reconcile  net income  (loss)
   to net cash  provided by operating activities:
   Gain on involuntary conversion....................                      (24,663)                      -
   Depreciation and amortization.....................                      333,038                 336,435
   Amortization of deferred borrowing costs..........                        7,770                   7,770
   Amortization of deferred gain.....................                            -                  (5,100)
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (1,776)                  3,054
     Accounts receivable, net........................                      (78,231)                (39,464)
     Prepaid expenses and other assets, net..........                        3,265                   9,646
     Accounts payable and accrued expenses...........                     (100,626)                 15,317
     Payable to affiliates - General Partner.........                       72,698                   9,555
     Security deposits and deferred rental
       income........................................                       10,215                   1,334
                                                                   ---------------          --------------

       Total adjustments.............................                      221,690                 338,547
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        257,396         $       264,955
                                                                   ===============          ==============
</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 XXIV, L.P.

                          Notes to Financial Statements
                                 March 31, 1996
                                   (Unaudited)

NOTE 1.
- -------

McNeil  Real Estate  Fund XXIV,  L.P.  (the  "Partnership"),  formerly  known as
Southmark Equity Partners, Ltd., was organized on October 19, 1984, as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  commercial and residential  properties.  The general
partner of the Partnership is McNeil Partners,  L.P. (the "General Partner"),  a
Delaware limited partnership,  an affiliate of Robert A. McNeil ("McNeil").  The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 700, LB70, Dallas, Texas, 75240.

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

NOTE 2.
- -------

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

NOTE 3.
- -------

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.

NOTE 4.
- -------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its residential  properties and 6% of gross rental receipts for its
commercial  properties to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential  properties.  McREMI may also choose to provide leasing services
for the Partnership's  commercial properties,  in which case McREMI will receive
property  management  fees from such  commercial  properties  equal to 3% of the
property's  gross  rental  receipts  plus  leasing   commissions  based  on  the
prevailing market rate for such services where the property is located.

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


<PAGE>

The  Partnership  is paying an asset  management  fee  which is  payable  to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  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  properties and $50 per gross square
foot for commercial  properties 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. The fee percentage  decreases  subsequent to
1999. Total accrued but unpaid asset management fees of $94,323 were outstanding
at March 31, 1996.

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

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

<S>                                                               <C>                      <C>            
Property management fees.............................             $         54,340         $        53,028
Charged to general and administrative -
   affiliates:
   Partnership administration........................                       65,001                  78,680
   Asset management fee..............................                       82,356                  78,103
                                                                   ---------------          --------------
                                                                  $        201,697         $       209,811
                                                                   ===============          ==============
</TABLE>


Payable to affiliates - General  Partner at March 31, 1996 and December 31, 1995
consisted primarily of unpaid property management fees,  Partnership general and
administrative  expenses and asset  management fees and are due and payable from
current operations.

NOTE 5.
- -------

In  December  1995,  wind and hail  damage  occurred  at Pine Hills  Apartments.
$75,000  was  received  from  the  insurance   carrier  in  February  1996.  The
Partnership  recorded a $24,663 gain on  involuntary  conversion in 1996,  which
represents  the amount of  insurance  reimbursements  received  in excess of the
basis of the property damaged.


<PAGE>

NOTE 6.
- -------

Martha Hess, et al. v.  Southmark  Equity  Partners II, Ltd.,  Southmark  Income
Investors, Ltd., Southmark Equity Partners, Ltd. (presently known as McNeil Real
Estate Fund XXIV,  L.P.),  Southmark  Realty  Partners III,  Ltd., and Southmark
Realty  Partners  II,  Ltd.,  et al.  ("Hess");  Kotowski  v.  Southmark  Equity
Partners,  Ltd. and Donald Arceri v. Southmark Income  Investors,  Ltd. The Hess
case was filed on May 20, 1988, by Martha Hess,  individually and on behalf of a
putative class of those  similarly  situated.  The original,  first,  second and
third  amended  complaints in Hess sought  rescission,  pursuant to the Illinois
Securities  Act, of over $2.7  million of principal  invested in five  Southmark
(now  McNeil)  partnerships,  and other relief  including  damages for breach of
fiduciary  duty and  violation  of the  Illinois  Consumer  Fraud and  Deceptive
Business Practices Act. The original, first, second and third amended complaints
in Hess were dismissed against the  defendant-group  because the Appellate Court
held that they were not the proper  subject of a class  action  complaint.  Hess
was,  thereafter,  amended  a fourth  time to state  causes  of  action  against
unrelated  partnership  entities.  Hess went to judgment against that entity and
the judgment, along with the prior dismissals of the class action, was appealed.
The claims against the Partnership were dismissed by the Appellate Court.

NOTE 7.
- -------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since  Island  Plaza is  currently  classified  as an asset  held for  sale,  no
depreciation will be taken effective April 1, 1996.


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

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

There has been no  significant  change in the  operations  of the  Partnership's
properties since December 31, 1995. The Partnership  reported net income for the
first  three  months of 1996 of $35,706 as compared to a net loss of $73,592 for
the first  three  months of 1995.  Revenues  were  $1,101,693  in 1996,  up from
$1,007,779  for the same period in 1995.  Expenses  decreased to  $1,065,987  in
1996, from $1,081,371 in 1995.

Net cash  provided by  operating  activities  was  $257,396  for the first three
months of 1996,  comparable  to the  $264,955  provided  during the first  three
months of 1995.  After  principal  payments on the  Partnership's  mortgage note
payable of $25,253,  capital improvements of $56,996,  distributions of $375,008
to the limited  partners,  and $75,000  received from the insurance  company for
damaged assets, cash and cash equivalents  decreased by $124,861 for the quarter
ended March 31, 1996.


<PAGE>

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

Revenue:

Total revenue  increased by $93,914 for the three months ended March 31, 1996 as
compared  to the same  period in 1995.  The  increase  was  primarily  due to an
increase in rental  revenue as well as the  recognition of a gain on involuntary
conversion and a property tax refund in 1996, as discussed below.

Rental  revenue  increased  by $42,509 for three  months ended March 31, 1996 in
relation to the  respective  period in 1995.  The  increase was mainly due to an
increase in rental rates at River Bay Shopping Center.

Interest income increased by $6,308 for the three months ended March 31, 1996 as
compared to the same period in 1995.  The increase was mainly due to an increase
in interest rates earned on invested cash in the first quarter of 1996.

A gain of involuntary  conversion of $24,663 was recognized in the first quarter
of 1996 relating to wind and hail damage at Pine Hills  Apartments (see Note 5).
No such income was recorded in the first quarter of 1995.

The  Partnership  received a $20,434  refund of prior years'  property taxes for
Towne Center as a result of an appeal filed on behalf of the  property.  No such
tax refund was received during the same period in 1995.

Expenses:

Total  expenses  decreased  by  $15,384  for the first  three  months of 1996 as
compared to the same period in 1995.  The decrease was primarily the result of a
decrease in personnel costs and utilities as discussed below.

Personnel  costs  decreased  $13,020 in the first quarter of 1996 as compared to
the same period in 1995. The decrease was mainly due to a refund of prior years'
worker's  compensation  insurance  at Pine Hills  Apartments  and Sleepy  Hollow
Apartments in 1996. No such refund was received in the first quarter of 1995.

Utilities  increased by $6,877 for the first  quarter of 1996 as compared to the
same  quarter in 1995.  The  increase  was mainly due to an  increase of utility
rates at Southpointe Plaza Shopping Center.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which  generated  $257,396 of cash in the first three months of 1996 as compared
to $264,955 for the same period in 1995.

The Partnership received $75,000 from the insurance carrier in 1996 for wind and
hail damage at Pine Hills Apartments (see Note 5).

The Partnership made principal  payments on the Southpointe  Plaza mortgage note
payable  of $25,253  and  $46,132  in the first  three  months of 1996 and 1995,
respectively.  Under the terms of the mortgage note agreement, the total payment
on the loan was  adjusted by the lender in 1995,  resulting in a decrease in the
amount of principal payments made on the loan in 1996.


<PAGE>

The  Partnership  distributed  $375,008  to the  limited  partners  in the first
quarter of 1996. No distributions were paid to the limited partners in 1995.

Short-term liquidity:

At March 31, 1996, the Partnership held cash and cash equivalents of $2,256,322.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.

For the  remainder  of 1996,  Partnership  properties  are  expected  to provide
positive  cash flow from  operations  after  payment of debt service and capital
improvements.  The  Partnership  has  budgeted  $431,000 for  necessary  capital
improvements  for all  properties  in 1996 which is  expected  to be funded from
available cash reserves or from operations of the  properties.  The present cash
balance is believed to provide an adequate reserve for property operations.

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.  There is no assurance that
the Partnership will receive any funds under the facility because no amounts are
reserved  for any  particular  partnership.  As of March  31,  1996,  $2,662,819
remained available for borrowing under the facility;  however,  additional funds
could become available as other  partnerships  repay existing  borrowings.  This
commitment will terminate on March 30, 1997.

Long-term liquidity:

Only one  property,  Southpointe  Plaza  Shopping  Center,  is  encumbered  with
mortgage debt. The Partnership  will attempt to obtain  refinancing or extension
of the mortgage note when it matures in 1997.

While the outlook for  maintenance of adequate levels of liquidity is favorable,
should operations  deteriorate and present cash resources become insufficient to
fund current  needs,  the  Partnership  would  require  other sources of working
capital.  No  such  sources  have  been  identified.   The  Partnership  has  no
established  lines of credit from outside  sources.  Other  possible  actions to
resolve cash deficiencies include refinancings, deferral of capital expenditures
on Partnership properties except where improvements are expected to increase the
competitiveness  and marketability of the properties,  arranging  financing from
affiliates or the ultimate sale of the properties.  Sales and  refinancings  are
possibilities  only,  and there are at  present  no plans for any such  sales or
refinancings, other than Island Plaza, which was placed on  the market for  sale
effective April 1, 1996.


<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
- -------   -----------------

Martha Hess, et al. v.  Southmark  Equity  Partners II, Ltd.,  Southmark  Income
Investors, Ltd., Southmark Equity Partners, Ltd. (presently known as McNeil Real
Estate Fund XXIV,  L.P.),  Southmark  Realty  Partners III,  Ltd., and Southmark
Realty  Partners  II,  Ltd.,  et al.  ("Hess");  Kotowski  v.  Southmark  Equity
Partners,  Ltd. and Donald Arceri v. Southmark Income  Investors,  Ltd. The Hess
case was filed on May 20, 1988, by Martha Hess,  individually and on behalf of a
putative class of those  similarly  situated.  The original,  first,  second and
third  amended  complaints in Hess sought  rescission,  pursuant to the Illinois
Securities  Act, of over $2.7  million of principal  invested in five  Southmark
(now  McNeil)  partnerships,  and other relief  including  damages for breach of
fiduciary  duty and  violation  of the  Illinois  Consumer  Fraud and  Deceptive
Business Practices Act. The original, first, second and third amended complaints
in Hess were dismissed against the  defendant-group  because the Appellate Court
held that they were not the proper  subject of a class  action  complaint.  Hess
was,  thereafter,  amended  a fourth  time to state  causes  of  action  against
unrelated  partnership  entities.  Hess went to judgment against that entity and
the judgment, along with the prior dismissals of the class action, was appealed.
The claims against the Partnership were dismissed by the Appellate Court.

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

(a)      Exhibits.

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

         4.                         Amended  and  Restated  Limited  Partnership
                                    Agreement  dated  March 30, 1992. (Incorpor-
                                    ated  by reference  to the Current Report of
                                    the registrant on  Form  8-K dated March 30,
                                    1992, as filed on April 10, 1992).

         4.1                        Amendment No. 1 to the  Amended and Restated
                                    Limited  Partnership   Agreement  of  McNeil
                                    Real Estate  Fund XXIV, L.P. dated June 1995
                                    (incorporated  by reference to the Quarterly
                                    Report of  the  registrant  on Form 10-Q for
                                    the  period  ended June 30,1995, as filed on
                                    August 14, 1995).

         11.                        Statement   regarding   computation  of  Net
                                    Income per  Limited  Partnership  Unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income allocated to
                                    the  limited   partners  by  the  number  of
                                    limited  partnership units outstanding.  Per
                                    unit  information has been computed based on
                                    40,000 limited partnership units outstanding
                                    in 1996 and 1995.

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

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

<PAGE>


                       MCNEIL REAL ESTATE FUND XXIV, 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 XXIV, L.P.

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

                                     By: McNeil Investors, Inc., General Partner



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



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



May 14, 1996                         By: /s/ Carol A. Fahs
- -------------------                      ---------------------------------------
Date                                     Carol A. Fahs
                                         Chief Accounting Officer of McNeil 
                                          Real Estate Management, Inc.






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       2,256,322
<SECURITIES>                                         0
<RECEIVABLES>                                  511,811
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      31,318,332
<DEPRECIATION>                            (10,830,904)
<TOTAL-ASSETS>                              25,530,121
<CURRENT-LIABILITIES>                                0
<BONDS>                                      5,513,274
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                25,530,121
<SALES>                                      1,024,836
<TOTAL-REVENUES>                             1,101,693
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               957,163
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             108,824
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             35,706
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,706
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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