MCNEIL REAL ESTATE FUND XXV LP
10-Q, 1997-08-13
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, 1997
                            ----------------------------------------------------


                                       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  0-15446
                            --------



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




         California                                     33-0120335
- --------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           Identification No.)




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



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



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 XXV, L.P.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          June 30,            December 31,
                                                                            1997                 1996
                                                                       ---------------      --------------
ASSETS
- ------

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     5,524,462      $    5,524,462
   Buildings and improvements...............................                66,225,999          65,777,015
                                                                        --------------       -------------
                                                                            71,750,461          71,301,477
   Less:  Accumulated depreciation and amortization.........               (34,198,717)        (32,569,829)
                                                                        --------------       -------------
                                                                            37,551,744          38,731,648

Cash and cash equivalents...................................                 2,639,480           3,256,746
Cash segregated for security deposits.......................                   313,319             314,762
Note receivable.............................................                    60,000             344,225
Accounts receivable, net of allowance for doubtful
   accounts of $677,123 at June 30, 1997 and
   December 31, 1996........................................                   708,842             791,836
Escrow deposits.............................................                    50,497              75,327
Deferred borrowing costs, net of accumulated
   amortization of $81,321 and $76,755 at June
   30, 1997 and December 31, 1996, respectively.............                   237,429             241,995
Prepaid expenses and other assets...........................                   337,889             349,317
                                                                        --------------       -------------
                                                                       $    41,899,200      $   44,105,856
                                                                        ==============       =============

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

Mortgage note payable.......................................           $     7,184,107      $    7,381,507
Accounts payable and accrued expenses.......................                   221,568             995,763
Accrued interest............................................                    61,364             178,277
Accrued property taxes......................................                   477,761             502,142
Payable to affiliates.......................................                    88,565             146,998
Land lease obligation.......................................                   227,061             246,332
Deferred gain...............................................                    60,000             344,225
Security deposits and deferred rental revenue...............                   371,763             329,291
                                                                        --------------       -------------
                                                                             8,692,189          10,124,535
                                                                        --------------       -------------

Partners' equity (deficit):
   Limited  partners - 84,000,000 limited partnership units
     authorized; 82,943,685 limited partnership units
     issued and  outstanding at June 30, 1997
     and December 31, 1996..................................                33,669,129          34,440,696
   General Partner..........................................                  (462,118)           (459,375)
                                                                        --------------       -------------
                                                                            33,207,011          33,981,321
                                                                        --------------       -------------
                                                                       $    41,899,200      $   44,105,856
                                                                        ==============       =============
</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 XXV, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended                      Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1997               1996               1997                1996
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $    2,355,776     $    2,311,772    $    4,570,896     $    4,621,164
   Interest......................             34,244             62,177            73,681            118,307
                                       -------------      -------------     -------------      -------------
     Total revenue...............          2,390,020          2,373,949         4,644,577          4,739,471
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            205,998            215,344           417,013            431,480
   Depreciation and
     amortization................            840,998            729,947         1,628,888          1,600,568
   Property taxes................            205,343            192,537           410,686            431,038
   Personnel costs...............            187,291            192,272           425,796            422,847
   Utilities.....................            163,006            178,783           352,477            366,059
   Repairs and maintenance.......            258,615            285,166           516,812            523,724
   Property management
     fees - affiliates...........            140,285            141,952           267,391            270,081
   Other property operating
     expenses....................            195,051            192,741           400,552            386,527
   General and administrative....             32,178             34,908            83,659             77,299
   General and administrative -
     affiliates..................            216,570            234,061           415,619            461,617
                                       -------------      -------------     -------------      -------------
     Total expenses..............          2,445,335          2,397,711         4,918,893          4,971,240
                                       -------------      -------------     -------------      -------------

Net loss.........................     $      (55,315)    $      (23,762)   $     (274,316)    $     (231,769)
                                       =============      =============     =============      =============

Net loss allocable
   to limited partners...........     $      (54,762)    $      (23,524)   $     (271,573)    $     (229,451)
Net loss allocable
   to General Partner............               (553)              (238)           (2,743)            (2,318)
                                       -------------      -------------     -------------      -------------
Net loss.........................     $      (55,315)    $      (23,762)   $     (274,316)    $     (231,769)
                                       =============      =============     =============      =============

Net loss per thousand
   limited partnership units.....     $         (.66)    $         (.28)   $        (3.27)    $        (2.73)
                                       =============      =============     =============      =============

Distributions per thousand
   limited partnership units.....     $            -     $            -    $         6.03     $            -
                                       =============      =============     =============      =============
</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 XXV, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

                 For the Six Months Ended June 30, 1997 and 1996

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

<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1995..............       $     (433,599)         $   37,898,581        $   37,464,982

Net loss..................................               (2,318)               (229,451)             (231,769)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................       $     (435,917)         $   37,669,130        $   37,233,213
                                                  =============           =============         =============


Balance at December 31, 1996..............       $     (459,375)         $   34,440,696        $   33,981,321

Net loss..................................               (2,743)               (271,573)             (274,316)

Distributions.............................                    -                (499,994)             (499,994)
                                                  -------------           -------------         -------------

Balance at June 30, 1997..................       $     (462,118)         $   33,669,129        $   33,207,011
                                                  =============           =============         =============

</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 XXV, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                  June 30,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------

Cash flows from operating activities:
<S>                                                               <C>                      <C>            
   Cash received from tenants........................             $      4,688,821         $     4,719,929
   Cash paid to suppliers............................                   (2,551,759)             (1,584,362)
   Cash paid to affiliates...........................                     (741,443)               (753,523)
   Interest received.................................                       73,681                 118,307
   Interest paid.....................................                     (529,360)               (290,284)
   Property taxes paid and escrowed..................                     (391,557)               (530,337)
                                                                   ---------------          --------------
Net cash provided by operating activities............                      548,383               1,679,730
                                                                   ---------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (448,984)               (877,281)
                                                                   ---------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                     (197,400)                      -
   Payments on capitalized land lease
     obligation......................................                      (19,271)                (11,835)
   Distributions paid................................                     (499,994)                      -
                                                                   ---------------          --------------
Net cash used in financing activities................                     (716,665)                (11,835)
                                                                   ---------------          --------------

Net increase (decrease) in cash and
   cash equivalents..................................                     (617,266)                790,614

Cash and cash equivalents at beginning of
   period............................................                    3,256,746               3,987,381
                                                                   ---------------          --------------

Cash and cash equivalents at end of period...........             $      2,639,480         $     4,777,995
                                                                   ===============          ==============
</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 XXV, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

               Reconciliation of Net Loss to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION> 
                                                                             Six Months Ended
                                                                                  June 30,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------        ----------------

<S>                                                               <C>                      <C>             
Net loss.............................................             $       (274,316)        $      (231,769)
                                                                   ---------------          --------------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization.....................                    1,628,888               1,600,568
   Amortization of deferred borrowing costs..........                        4,566                   4,566
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                        1,443                  (1,765)
     Accounts receivable, net........................                       82,994                  90,707
     Escrow deposits.................................                       24,830                 611,658
     Prepaid expenses and other assets...............                       11,428                  65,770
     Accounts payable and accrued expenses...........                     (774,195)                 35,907
     Accrued interest................................                     (116,913)               (358,095)
     Accrued property taxes..........................                      (24,381)               (124,178)
     Payable to affiliates...........................                      (58,433)                (21,825)
     Security deposits and deferred rental
       revenue.......................................                       42,472                   8,186
                                                                   ---------------          --------------

       Total adjustments.............................                      822,699               1,911,499
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        548,383         $     1,679,730
                                                                   ===============          ==============
</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 XXV, L.P.

                          Notes to Financial Statements
                                  June 30, 1997
                                   (Unaudited)

NOTE 1.
- -------

McNeil  Real  Estate  Fund XXV,  L.P.  (the  "Partnership"),  formerly  known as
Southmark  Equity  Partners  II, Ltd.,  was  organized on February 15, 1985 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 600, 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, 1997 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1997.

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,  1996,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XXV,  L.P.,  c/o The Herman  Group,  2121 San Jacinto
St., 26th Floor, Dallas, Texas 75201.

NOTE 3.
- -------

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

NOTE 4.
- -------

The  Partnership  pays property  management fees equal to 5% of the gross rental
receipts for its  residential  property 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  property 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,
                                                     -------------------------
                                                        1997           1996
                                                     ----------     ----------

Property management fees.....................        $  267,391     $  270,081
Charged to general and administrative
   expense:
   Partnership administration................            84,327        126,773
   Asset management fee......................           331,292        334,844
                                                      ---------      ---------
                                                     $  683,010     $  731,698
                                                      =========      =========

Payable to affiliates at June 30, 1997 and December 31, 1996 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 October 1992,  the  Partnership  restructured  a lease with a major tenant of
Kellogg Office Building. In connection with the restructuring, the tenant signed
a  promissory  note in the amount of  $500,000  and the  Partnership  recorded a
deferred gain as a result of this  transaction.  The deferred gain was amortized
as payments on the note were received.  The tenant  defaulted on the note and no
payments  were  received  in 1996 or  1995.  The  balance  of the  note  and the
corresponding  deferred  gain were  $344,225 at December 31, 1996. In July 1997,
the Partnership  received $60,000 in full settlement of the promissory note. The
Partnership  reduced the note  receivable  and  corresponding  deferred  gain to
$60,000 on the Balance Sheet at June 30, 1997.

NOTE 6.
- -------

Effective  January 1, 1993, the Partnership  ceased making  regularly  scheduled
debt service and escrow payments on the mortgage note payable secured by Harbour
Club I Apartments.  In lieu of the aforementioned  payments, the Partnership was
funding debt service with the excess cash flow of the property.  The Partnership
had been  notified  that the  mortgage  note  payable was in default.  Effective



<PAGE>
January 23,  1997,  the  mortgage  note  payable  was sold by the United  States
Department of Housing and Urban  Development to an unaffiliated  lender. In July
1997,  the mortgage  note was brought  current  after the  Partnership  made all
delinquent  payments and  late  charges.  Regular monthly mortgage payments were
resumed in July 1997.

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 Northwest Plaza was placed on the market for sale, no depreciation will be
taken effective August 1, 1997.

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,  1996.  The  Partnership  reported a net loss of
$274,316  for the first six months of 1997 as compared to $231,769 for the first
six months of 1996.  Revenue  in 1997  decreased  slightly  to  $4,644,577  from
$4,739,471 in 1996, and expenses dropped to $4,918,893 from $4,971,240.

Net cash provided by operating  activities was $548,383 for the six months ended
June 30, 1997.  The  Partnership  expended  $448,984  for capital  improvements,
$197,400 for  principal  payments on its  mortgage  note payable and $19,271 for
payments  on the  capitalized  land lease  obligation.  After  distributions  of
$499,994 to the limited partners,  cash and cash equivalents  totaled $2,639,480
at June 30, 1997,  a net  decrease of $617,266  from the balance at December 31,
1996.

Effective  January 1, 1993, the Partnership  ceased making  regularly  scheduled
debt service and escrow payments on the mortgage note payable secured by Harbour
Club I Apartments.  In lieu of the aforementioned  payments, the Partnership was
funding debt service with the excess cash flow of the property.  The Partnership
had been  notified  that the  mortgage  note  payable was in default.  Effective
January 23,  1997,  the  mortgage  note  payable  was sold by the United  States
Department of Housing and Urban  Development to an unaffiliated  lender. In July
1997, the mortgage note was brought  current after all the  delinquent  payments
and late charges were paid.
Regular monthly mortgage payments were resumed in July 1997.

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

Revenue:

Total  Partnership  revenue increased by $16,071 for the three months ended June
30, 1997 and  decreased by $94,894 for the six months  ended June 30,  1997,  as
compared to the same periods in 1996. The overall decrease was due to a decrease
in  interest  income and a decrease  in rental  revenue in the first  quarter of
1997, as discussed below.
<PAGE>
Rental  revenue  increased  by $44,004  for the three  months and  decreased  by
$50,268 for the six months ended June 30, 1997,  as compared to the same periods
in 1996.  The overall  decrease  was mainly due to  decreases  of  approximately
$63,000 and $52,000 at  Northwest  Plaza  Office  Building  and  Fidelity  Plaza
Shopping Center, respectively. The decrease at Northwest Plaza was primarily the
result of decreased occupancy from 98% at June 30, 1996 to 89% at June 30, 1997.
The  decrease  at  Fidelity  Plaza  was  partially  due to a  tenant  paying  an
approximately  $29,000  lease  termination  fee in the first quarter of 1996. No
such fee was  received  in the  first  half of 1997.  In  addition,  there was a
decrease in the average  occupancy rate in the first half of 1997 as compared to
the first half of 1996.  These  decreases were partially  offset by increases of
approximately  $45,000  and  $29,000  at Kellogg  Building  and  Harbour  Club I
Apartments  due to increased  rental rates in 1997. The increase for the quarter
ended June 30, 1997 was mainly due to the Partnership receiving an approximately
$45,000 lease termination fee from a tenant at Century Park Office Building.

Interest  income  decreased  by $27,933 and $44,626 for the three and six months
ended June 30, 1997,  respectively,  as compared to the same periods in 1996 due
to a lower amount of cash  available  for  short-term  investment  in 1997.  The
Partnership  held $2.6 million of cash and cash  equivalents at June 30, 1997 as
compared to $4.8 million at June 30, 1996.

Expenses:

Total  expenses  increased by $47,624 and decreased by $52,347 for the three and
six months ended June 30, 1997, respectively, as compared to the same periods in
1996.  The  overall  decrease  was  primarily  due to a decrease  in general and
administrative - affiliates, as discussed below.

General  and  administrative  -  affiliates  decreased  by $17,491 for the three
months and $45,998 for the six months  ended June 30,  1997,  as compared to the
same  periods in 1996.  The  decrease  was mainly due to a decrease  in overhead
expenses  allocated to the  Partnership  by McREMI,  which was  partially due to
investor  services being  performed by an unrelated  third party in 1997. In the
first half of 1996,  such costs were paid to an affiliate of the General Partner
and were included in general and  administrative  - affiliates on the Statements
of Operations.

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

Cash flow provided by operating activities was $548,383 for the first six months
of 1997 as compared to $1,679,730  provided  during the same period in 1996. The
decrease in cash  provided by operating  activities in 1997 was mainly due to an
increase in cash paid to suppliers  and  interest  paid,  partially  offset by a
decrease in property taxes paid and escrowed.  In February 1997, the Partnership
was required to pay the plaintiffs'  attorneys $690,000 for legal expenses for a
lawsuit  relating  to the  rescission  of limited  partnership  units.  In 1997,
defaulted interest of $184,000 was paid in addition to the required monthly cash
flow payment on the mortgage  secured by Harbour Club I. Property taxes paid and
escrowed  decreased  due to the timing of the payments of invoices for Northwest
Plaza.

The Partnership  expended $448,984 and $877,281 for additions to its real estate
investments during the six months ended June 30, 1997 and 1996, respectively.  A
greater  amount  was spent in 1996 at Harbour  Club I for  paving,  roofing  and
hallway upgrades, and at Fidelity Plaza for lighting.


<PAGE>
During the six months  ended June 30, 1997,  the  Partnership  made  $197,400 in
principal  payments on its mortgage  note  payable  secured by Harbour Club I to
cure the default. No such principal payments were made in 1996.

The Partnership  distributed  $499,994 to the limited partners in the first half
of 1997. No such  distributions  were paid to the limited  partners in the first
half of 1996.

Short-term liquidity:

At June 30, 1997, the Partnership  held cash and cash equivalents of $2,639,480.
This  balance   provides  a  reasonable   level  of  working   capital  for  the
Partnership's immediate needs in operating its properties.

For the  remainder  of 1997,  Partnership  properties  are  expected  to provide
positive  cash flow from  operations  after  payment of debt service and capital
improvements.  Only one property,  Harbour Club I Apartments, is encumbered with
mortgage debt and another  property,  Fidelity  Plaza,  is encumbered with lease
obligations.  In July 1997,  the  mortgage  note of Harbour  Club I was  brought
current  after  making all the  delinquent  payments and late  charges.  Regular
monthly  mortgage  payments  were  resumed in July  1997.  The  Partnership  has
budgeted  approximately  $1,416,000 for necessary  capital  improvements for all
properties in 1997 which is expected to be funded from  available  cash reserves
or from operations of the properties.

Additional efforts to maintain and improve  Partnership  liquidity have included
continued attention to property management activities. The objective has been to
obtain maximum  occupancy  rates while holding  expenses to levels  necessary to
maximize  cash flows.  The  Partnership  has made  capital  expenditures  on its
properties where improvements were expected to increase the  competitiveness and
marketability of the properties.

Long-term liquidity:

While the outlook for  maintenance of adequate levels of liquidity is favorable,
should  operations  deteriorate and present cash resources be  insufficient  for
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.

The Partnership  has determined to begin orderly  liquidation of all its assets.
Although  there can be no assurance as to the timing of the  liquidation  due to
real estate  market  conditions,  the general  difficulty  of  disposing of real
estate,  and  other  general  economic  factors,  it is  anticipated  that  such
liquidation  would result in the  dissolution of the  Partnership  followed by a
liquidating  distribution  to the limited  partners by  December  1999.  In this
regard,  the  Partnership  has  placed  Northwest  Plaza on the  market for sale
effective August 1, 1997.







<PAGE>
                           PART II. OTHER INFORMATION

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

James F.  Schofield,  Gerald C. Gillett,  Donna S. Gillett,  Jeffrey  Homburger,
Elizabeth Jung,  Robert Lewis, and Warren Heller et al. v. McNeil Partners L.P.,
McNeil Investors,  Inc., McNeil Real Estate Management,  Inc., Robert A. McNeil,
Carole J. McNeil,  McNeil Pacific  Investors Fund 1972, Ltd., McNeil Real Estate
Fund IX,  Ltd.,  McNeil Real  Estate  Fund X, Ltd.,  McNeil Real Estate Fund XI,
Ltd.,  McNeil  Real Estate Fund XII,  Ltd.,  McNeil Real Estate Fund XIV,  Ltd.,
McNeil Real Estate Fund XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real
Estate Fund XXI, L.P.,  McNeil Real Estate Fund XXII,  L.P.,  McNeil Real Estate
Fund XXIV,  L.P.,  McNeil Real Estate  Fund XXV,  L.P.,  McNeil Real Estate Fund
XXVI, L.P., and McNeil Real Estate Fund XXVII,  L.P., et al. - Superior Court of
the State of California for the County of Los Angeles,  Case No. BC133799 (Class
and Derivative Action Complaint).

The action involves  purported  class and derivative  actions brought by limited
partners of each of the fourteen limited partnerships that were named as nominal
defendants as listed above (the  "Partnerships").  Plaintiffs allege that McNeil
Investors, Inc., its affiliate McNeil Real Estate Management,  Inc. and three of
their senior officers and/or directors (collectively, the "Defendants") breached
their  fiduciary  duties and certain  obligations  under the respective  Amended
Partnership  Agreement.  Plaintiffs  allege that  Defendants  have rendered such
Units highly illiquid and  artificially  depressed the prices that are available
for Units on the resale market.  Plaintiffs also allege that Defendants  engaged
in a course of conduct to prevent the  acquisition  of Units by an  affiliate of
Carl  Icahn  by  disseminating  purportedly  false,  misleading  and  inadequate
information.  Plaintiffs  further allege that Defendants  acted to advance their
own personal  interests at the expense of the Partnerships'  public unit holders
by failing to sell Partnership  properties and failing to make  distributions to
unitholders.

On December 16, 1996, the Plaintiffs filed a consolidated and amended complaint.
Plaintiffs  are suing for breach of  fiduciary  duty,  breach of contract and an
accounting,  alleging,  among other things, that the management fees paid to the
McNeil affiliates over the last six years are excessive,  that these fees should
be reduced retroactively and that the respective Amended Partnership  Agreements
governing the Partnerships are invalid.

Defendants  filed a demurrer to the  consolidated  and amended  complaint  and a
motion to strike on February 14, 1997,  seeking to dismiss the  consolidated and
amended complaint in all respects.  A hearing on Defendant's demurrer and motion
to strike  was held on May 5,  1997.  The Court  granted  Defendants'  demurrer,
dismissing the consolidated and amended complaint with leave to amend.


<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -------  --------------------------------
  
(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------
         4.                         Amended  and  Restated  Limited  Partnership
                                    Agreement dated March 26, 1992 (incorporated
                                    by  reference  to the Current  Report of the
                                    registrant on Form 8-K dated March 26, 1992,
                                    as filed on April 9, 1992).

         4.1                        Amendment No. 1 to the Amended and  Restated
                                    Limited  Partnership  Agreement  of   McNeil
                                    Real Estate Fund XXV, 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 Loss
                                    per Thousand Limited  Partnership Units: Net
                                    loss per thousand limited  partnership units
                                    is computed by dividing  net loss  allocated
                                    to the  limited  partners  by  the  weighted
                                    average number of limited  partnership units
                                    outstanding  expressed  in  thousands.   Per
                                    thousand unit  information has been computed
                                    based on 82,944 and 83,895 weighted  average
                                    thousand    limited     partnership    units
                                    outstanding in 1997 and 1996, respectively.

         27.                        Financial  Data  Schedule  for  the  quarter
                                    ended June 30, 1997.

(b)      Reports on Form  8-K.   There  were no reports on Form 8-K filed during
         the quarter ended  June 30, 1997.



<PAGE>


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

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

                                  By: McNeil Investors, Inc., General Partner






August 13, 1997                   By:  /s/  Ron K. Taylor
- ---------------                      -------------------------------------------
Date                                   Ron K. Taylor
                                       President and Director of McNeil 
                                        Investors, Inc.
                                       (Principal Financial Officer)




August 13, 1997                   By:  /s/  Carol A. Fahs
- ---------------                       ------------------------------------------
Date                                   Carol A. Fahs
                                       Vice President of McNeil Investors, Inc.
                                       (Principal Accounting Officer)










<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       2,639,480
<SECURITIES>                                         0
<RECEIVABLES>                                1,385,965
<ALLOWANCES>                                 (677,123)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      71,750,461
<DEPRECIATION>                            (34,198,717)
<TOTAL-ASSETS>                              41,899,200
<CURRENT-LIABILITIES>                                0
<BONDS>                                      7,184,107
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  33,207,011
<TOTAL-LIABILITY-AND-EQUITY>                41,899,200
<SALES>                                      4,570,896
<TOTAL-REVENUES>                             4,644,577
<CGS>                                        2,373,714
<TOTAL-COSTS>                                4,002,602
<OTHER-EXPENSES>                               499,278
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             417,013
<INCOME-PRETAX>                              (274,316)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (274,316)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (274,316)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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