MCNEIL REAL ESTATE FUND XXIV LP
10-Q, 1996-08-14
REAL ESTATE
Previous: INTERCHANGE FINANCIAL SERVICES CORP /NJ/, 10-Q, 1996-08-14
Next: HMG WORLDWIDE CORP, 10-Q, 1996-08-14



                                  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, 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>
                                                                           June 30,          December 31,
                                                                             1996                1995
                                                                       ---------------      --------------
ASSETS
- ------
Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     5,949,645      $    6,781,836
   Buildings and improvements...............................                25,457,164          28,462,935
                                                                        --------------       -------------
                                                                            31,406,809          35,244,771
   Less:  Accumulated depreciation and amortization.........               (11,126,143)        (12,428,415)
                                                                        --------------       -------------
                                                                            20,280,666          22,816,356

Asset held for sale.........................................                 2,016,188                   -

Cash and cash equivalents...................................                 1,895,236           2,381,183
Cash segregated for security deposits.......................                    86,570              94,780
Accounts receivable.........................................                   503,944             433,580
Prepaid expenses and other assets, net......................                   176,297             186,490
                                                                        --------------       -------------
                                                                       $    24,958,901      $   25,912,389
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     5,484,811      $    5,538,527
Accounts payable and accrued expenses.......................                   245,471             229,628
Payable to affiliates.......................................                    43,072              59,527
Advances from affiliates....................................                         -             642,581
Security deposits and deferred rental revenue...............                   130,340             102,823
                                                                        --------------       -------------
                                                                             5,903,694           6,573,086
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited partners - 40,000 limited partnership
     units authorized and outstanding at June 30,
     1996 and December 31, 1995.............................                19,077,078          19,362,083
   General Partner..........................................                   (21,871)            (22,780)
                                                                        --------------       -------------
                                                                            19,055,207          19,339,303
                                                                        --------------       -------------
                                                                       $    24,958,901      $   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                      Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------     --------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    1,044,933     $    1,092,840    $    2,069,769     $    2,075,167
   Interest......................             27,375             29,700            59,135             55,152
   Gain on involuntary
     conversion..................                  -                  -            24,663                  -
   Property tax refund...........                  -             25,433            20,434             25,433
                                       -------------      -------------     -------------      -------------
     Total revenue...............          1,072,308          1,147,973         2,174,001          2,155,752
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            110,213            108,785           219,037            209,277
   Depreciation and
     amortization................            295,240            338,177           628,278            674,612
   Property taxes................            106,192            124,986           228,268            249,972
   Personnel costs...............             65,987             69,065           137,963            154,061
   Utilities.....................             51,997             46,040           106,700             93,866
   Repairs and maintenance.......            105,757             95,878           196,676            191,213
   Property management
     fees - affiliates...........             61,267             64,048           115,607            117,076
   Other property operating
     expenses....................             59,083             58,863           118,382            120,194
   General and administrative....             17,587             45,196            41,042             65,355
   General and administrative -
     affiliates..................            143,779            166,077           291,136            322,860
                                       -------------      -------------     -------------      -------------
     Total expenses..............          1,017,102          1,117,115         2,083,089          2,198,486
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $       55,206     $       30,858    $       90,912     $      (42,734)
                                       =============      =============     =============      =============

Net income (loss) allocable
   to limited partners...........     $       54,654     $       30,549    $       90,003     $      (42,307)
Net income (loss) allocable
   to General Partner............                552                309               909               (427)
                                       -------------      -------------     -------------      -------------
Net income (loss)................     $       55,206     $       30,858    $       90,912     $      (42,734)
                                       =============      =============     =============      =============

Net income (loss) per limited
   partnership unit..............     $         1.37     $          .76    $         2.25     $        (1.06)
                                       =============      =============     =============      =============
</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 Six Months Ended June 30, 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..................................                 (427)                (42,307)              (42,734)
                                                  --------------          --------------        --------------

Balance at June 30, 1995..................       $       (6,259)         $   20,997,615        $   20,991,356
                                                  =============           =============         =============


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

Net income................................                  909                  90,003                90,912

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

Balance at June 30, 1996..................       $      (21,871)         $   19,077,078        $   19,055,207
                                                  =============           =============         =============
</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>
                                                                             Six Months Ended
                                                                                  June 30,
                                                                  -----------------------------------------
                                                                        1996                     1995
                                                                  -----------------        ----------------
Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      2,034,780         $     2,028,495
   Cash paid to suppliers............................                     (637,055)               (619,949)
   Cash paid to affiliates...........................                     (423,198)               (415,385)
   Interest received.................................                       59,135                  55,152
   Interest paid.....................................                     (205,085)               (190,049)
   Property taxes paid...............................                     (179,540)               (161,563)
   Property tax refund...............................                       20,434                  25,433
                                                                   ---------------          --------------
Net cash provided by operating activities............                      669,471                 722,134
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (159,113)               (177,427)
   Proceeds received from insurance company..........                       75,000                       -
                                                                   ---------------          --------------
Net cash used in investing activities................                      (84,113)               (177,427)
                                                                   ---------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note
     payable.........................................                      (53,716)                (77,352)
   Distributions paid................................                     (375,008)                      -
   Repayment of advances from affiliates.............                     (642,581)                      -
                                                                   ---------------          --------------
Net cash used in financing activities................                   (1,071,305)                (77,352)
                                                                   ---------------          --------------

Net increase (decrease) in cash and cash
   equivalents.......................................                     (485,947)                467,355

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

Cash and cash equivalents at end of period...........             $      1,895,236         $     2,187,516
                                                                   ===============          ==============
</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>
                                                                               Six Months Ended
                                                                                   June 30,
                                                                  -----------------------------------------
                                                                        1996                     1995
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>             
Net income (loss)....................................             $         90,912         $       (42,734)
                                                                   ---------------          --------------

Adjustments to  reconcile  net income  (loss) 
   to net cash  provided by operating activities:
   Gain on involuntary conversion....................                      (24,663)                      -
   Depreciation and amortization.....................                      628,278                 674,612
   Amortization of deferred borrowing costs..........                       15,539                  15,539
   Amortization of deferred gain.....................                            -                 (10,200)
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                        8,210                   1,827
     Accounts receivable, net........................                      (70,364)                (44,111)
     Prepaid expenses and other assets, net..........                       (5,346)                 11,785
     Accounts payable and accrued expenses...........                       15,843                  82,208
     Payable to affiliates...........................                      (16,455)                 24,551
     Security deposits and deferred rental
       revenue.......................................                       27,517                   8,657
                                                                   ---------------          --------------

       Total adjustments.............................                      578,559                 764,868
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        669,471         $       722,134
                                                                   ===============          ==============
</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
                                  June 30, 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 six months ended June 30, 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.

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

                                                    Six Months Ended
                                                        June 30,
                                              ---------------------------
                                                  1996           1995
                                              ----------       ----------
Property management fees..................    $  115,607       $  117,076
Charged to general and administrative -
   affiliates:
   Partnership administration.............       128,620          155,815
   Asset management fee...................       162,516          167,045
                                               ---------        ---------
                                              $  406,743       $  439,936
                                               =========        =========

Payable to affiliates at June 30, 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.

NOTE 6.
- -------

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 has been taken effective April 1, 1996.








<PAGE>

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 six months of 1996 of $90,912 as compared to a net loss of $42,734 for the
first six months of 1995.  Revenues were  $2,174,001 in 1996, up from $2,155,752
for the same period in 1995.  Expenses  decreased to  $2,083,089  in 1996,  from
$2,198,486 in 1995.

Net cash provided by operating  activities was $669,471 for the first six months
of 1996,  comparable  to the  $722,134  provided  during the first six months of
1995. The Partnership  expended  $53,716 for principal  payments on its mortgage
note payable,  $159,113 for capital  improvements,  $375,008 in distributions to
the  limited  partners  and repaid  $642,581 of advances  from  affiliates.  The
Partnership received $75,000 from the insurance carrier for damaged assets. Cash
and cash  equivalents  decreased  by $485,947  for the first six months of 1996,
leaving a balance of $1,895,236 at June 30, 1996.

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

Revenue:

Total revenue decreased by $75,665 for the three months and increased by $18,249
for the six months ended June 30, 1996, as compared to the same periods in 1995.
The  overall  increase  was  primarily  due to  the  recognition  of a  gain  on
involuntary  conversion  and a property tax refund in the first quarter of 1996,
partially offset by a decrease in rental revenue, as discussed below.

Rental  revenue  decreased  by  $47,907  and $5,398 for the three and six months
ended June 30,  1996,  respectively,  in relation to the  respective  periods in
1995.  The decrease  was mainly due to a decrease in  occupancy  at  Southpointe
Plaza Shopping Center from 92% at June 30, 1995 to 83% at June 30, 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 Item 1,
Note 5). No such income was recorded in the first quarter of 1995.

The  Partnership  received  a $20,434  refund  of Towne  Center's  prior  years'
property  taxes in the first quarter of 1996. In the second quarter of 1995, the
Partnership  received  refunds of prior years'  property taxes totaling  $25,433
relating to Riverbay Plaza and Southpointe Plaza Shopping Centers. These refunds
were the result of appeals filed on behalf of the properties.

Expenses:

Total  expenses  decreased by $100,013 and $115,397 for the three and six months
ended June 30, 1996, respectively,  as compared to the same periods in 1995. The
decrease was  primarily  the result of decreases  in property  taxes,  personnel
costs,  general and  administrative  expenses and general and  administrative  -
affiliates, partially offset by an increase in utilities, as discussed below.

<PAGE>

Property  taxes  decreased  by $18,794  and $21,704 for the three and six months
ended June 30, 1996, respectively,  as compared to the same periods in 1995. The
decrease was primarily  attributable to a decrease in the assessed taxable value
of Riverbay Plaza,  Southpointe  Plaza and Springwood  Plaza shopping centers by
taxing  authorities as a result of an appeal filed in 1995 by the Partnership on
behalf of the properties.

Personnel costs decreased  $3,078 and $16,098 for the first three and six months
ended June 30, 1996, respectively,  as compared to the same periods 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 six months of 1995.

Utilities  increased  by $5,957 and $12,834  for the three and six months  ended
June 30,  1996,  respectively,  as  compared  to the same  periods in 1995.  The
increase  was mainly due to an increase of utility  rates and the usage of water
by a tenant at Riverbay Plaza Shopping Center.

General and  administrative  expenses  decreased  by $27,609 and $24,313 for the
three and six months ended June 30, 1996, respectively,  as compared to the same
periods in 1995. The decrease was mainly due to legal expenses  incurred in 1995
involving a tenant's lease at Southpointe Plaza Shopping Center.

General  and  administrative  expenses -  affiliates  decreased  by $22,298  and
$31,724  for the three and six months  ended  June 30,  1996,  respectively,  as
compared to the same periods in 1995.  The decrease was mainly due to a decrease
in overhead expenses allocated to the Partnership by McREMI.

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

The  Partnership's  primary  source of cash flows is from  operating  activities
which generated  $669,471 of cash in the first six months of 1996 as compared to
$722,134 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 Item 1, Note 5).

The Partnership made principal  payments on the Southpointe  Plaza mortgage note
payable  of  $53,716  and  $77,352  in the  first  six  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.

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

The Partnership repaid advances to the general partner of $642,581 in the second
quarter of 1996. No such repayments were made in 1995.

Short-term liquidity:

At June 30, 1996, the Partnership  held cash and cash equivalents of $1,895,236.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.



<PAGE>
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  Partnership  distributed  $375,008  to the  limited  partners in the second
quarter of 1996. The Partnership anticipates making additional  distributions in
the third quarter of 1996 totaling $375,000 to the limited partners of record as
of August 1, 1996.

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.

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  June  30,  1996,  $4,082,159
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.

                           PART II. OTHER INFORMATION

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

Two class action  lawsuits  styled Robert Lewis vs. McNeil  Partners,  L.P., et.
al.,  filed  in the  District  Court  of  Dallas  County,  Texas,  and  James F.
Schofield,  et. al. vs.  McNeil  Partners,  L.P.,  et. al.,  filed in the United
States District  Court,  Southern  District of New York,  have been  voluntarily
dismissed without prejudice by the respective plaintiffs in such actions.


<PAGE>

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

On August 5, 1996, High River Limited  Partnership ("High River"), a partnership
controlled  by Carl Icahn  ("Icahn"),  and  certain  Icahn's  affiliates,  filed
documents with the Securities and Exchange Commission disclosing that High River
had entered into a letter  agreement dated August 2, 1996 with the attorneys for
the plaintiffs in the case styled James F. Schofield,  et. al. ("Plaintiffs") v.
McNeil  Partners,  L.P.,  et. al. The letter  agreement  provided,  among  other
things, that (i) High River will commence, as soon as possible,  but in no event
more than six months, a tender offer for any and all of the outstanding Units of
the Partnership and other  affiliated  partnerships  (the  "Partnerships")  at a
price that is not less than 75% of the estimated  liquidation value of the Units
(as determined by utilizing the same  methodology that was used to determine the
liquidation  values in High River's previous tender offers for the Partnerships,
as previously disclosed),  which tender offer may be subject to such other terms
and  conditions  as High River  determines in its sole  discretion;  (ii) in the
event that High River  attains  the  position  of general  partner in any of the
Partnerships:  (a) High River  will take all  actions  necessary  to cause a 25%
reduction  of fees of such  Partnerships,  (b) High  River  will not cause  such
Partnerships  to take any action to discontinue  the litigation  with respect to
receivable claims and (c) High River and Plaintiffs'  counsel will in good faith
execute an  appropriate  Stipulation  of Settlement  based upon the terms of the
letter agreement,  which stipulation shall not include a settlement or provide a
release  of the  receivable  claims;  and  (iii)  from and after the date of the
letter  agreement,  Plaintiffs'  counsel  agreed  they will not  enter  into any
settlement of the claims  asserted in such  litigation that does not provide for
all consideration contained in a demand letter dated June 24, 1996.


<PAGE>

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. (Incorpo-
                                    rated  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 (Loss) per Limited  Partnership Unit:
                                    Net income  (loss) 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 June 30, 1996.

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



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



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



August 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,895,236
<SECURITIES>                                         0
<RECEIVABLES>                                  503,944
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      31,406,809
<DEPRECIATION>                            (11,126,143)
<TOTAL-ASSETS>                              24,958,901
<CURRENT-LIABILITIES>                                0
<BONDS>                                      5,484,811
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  19,055,207
<TOTAL-LIABILITY-AND-EQUITY>                24,958,901
<SALES>                                      2,069,769
<TOTAL-REVENUES>                             2,174,001
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,864,052
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             219,037
<INCOME-PRETAX>                                 90,912
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             90,912
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    90,912
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission