MCNEIL REAL ESTATE FUND XXIII LP
8-K, 1995-06-02
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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





Date of Report (Date of earliest event reported)     May 18, 1995
                                                  ---------------------------




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





         California                     0-15459                33-0139793
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(State or other jurisdiction of       (Commission           (I.R.S. Employer
incorporation or organization)         File Number)         Identification No.)




             13760 Noel Road, Suite 700, LB70, Dallas, Texas, 75240
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              (Address of principal executive offices) (Zip code)




Registrant's telephone number, including area code  (214)  448-5800
                                                    -------------------------






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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
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On May 25, 1995, Woodbridge Apartments,  a 182 unit apartment complex located in
Wichita, Kansas, was sold to TGM Realty Corporation,  an unaffiliated buyer, for
a cash  purchase  price of  $3,200,000.  Net cash proceeds to McNeil Real Estate
Fund XXIII, L.P., after payment of the underlying mortgage notes encumbering the
property and various closing prorations, amounted to $441,949.


ITEM 3.  BANKRUPTCY OR RECEIVERSHIP
- ------   --------------------------

On May 18, 1995, the United States Bankruptcy Court for the Northern District of
Texas  Dallas  Division   entered  an  order  confirming  the  amended  plan  of
reorganization  for McNeil Real Estate  Fund XXIII.  The amended  reorganization
plan generally provides that the proceeds from the sale of Woodbridge Apartments
be used to bring both mortgage  holders  current,  with the  remaining  proceeds
distributed  among  the  other  creditors.   The  judgment  lien  filed  against
Woodbridge  Apartments,  which had been rendered in connection with the Illinois
rescission  suit,  will be paid in full under the amended  reorganization  plan.
Additionally,  payables and advances owed to  affiliates of the General  Partner
are  subordinated  to the other  creditors and the  remaining  balances of these
debts will be discharged.





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                      McNEIL REAL ESTATE FUND XXIII, 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:


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                                                   McNEIL REAL ESTATE FUND XXIII, L.P.



       June 2, 1995                                By:  /s/ Carol A. Fahs
- -----------------------------                           --------------------------------------
Date                                                    Carol A. Fahs
                                                        Chief Accounting Officer of McNeil Real Estate
                                                           Management, Inc.

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