MCNEIL REAL ESTATE FUND XXVI LP
10-Q, 1997-05-15
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q



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

      For the period ended           March 31, 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  0-15460
                            --------


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




         California                                33-0168395
- --------------------------------------------------------------------------------
(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 XXVI, L.P.

                          PART I. FINANCIAL INFORMATION

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

Real estate investments:
<S>                                                                    <C>                  <C>           
   Land.....................................................           $     6,750,456      $    6,750,456
   Buildings and improvements...............................                54,038,939          53,911,061
                                                                        --------------       -------------
                                                                            60,789,395          60,661,517
   Less:  Accumulated depreciation and amortization.........               (22,325,561)        (21,682,401)
                                                                        --------------       -------------
                                                                            38,463,834          38,979,116

Asset held for sale.........................................                 3,008,374           3,008,374

Cash and cash equivalents...................................                 2,053,832           2,211,029
Cash segregated for security deposits.......................                   234,724             233,426
Accounts receivable, net of allowance for doubtful
   accounts of $572,392 at March 31, 1997 and
   December 31, 1996........................................                 1,444,084           1,276,997
Prepaid commissions.........................................                   347,500             349,018
Prepaid expenses and other assets...........................                   742,095             709,030
Deferred borrowing costs, net of accumulated
   amortization of $238,589 and $215,640 at March
   31, 1997 and December 31, 1996, respectively.............                   334,573             357,522
                                                                        --------------       -------------
                                                                       $    46,629,016      $   47,124,512
                                                                        ==============       =============

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

Mortgage notes payable......................................           $    21,724,986      $   21,815,746
Accounts payable and accrued expenses.......................                   214,797             306,284
Accrued property taxes......................................                   174,186              58,660
Payable to affiliates - General Partner.....................                   119,851              91,462
Security deposits and deferred rental revenue...............                   243,644             236,436
                                                                        --------------       -------------
                                                                            22,477,464          22,508,588
                                                                        --------------       -------------
Partners' equity (deficit):
   Limited  Partners  -90,000,000  Units  authorized;
     86,530,671 and 86,533,671 Units issued and outstanding
     at March 31, 1997 and December 31, 1996, respectively..                24,554,588          25,016,816
   General Partner..........................................                  (403,036)           (400,892)
                                                                        --------------       -------------
                                                                            24,151,552          24,615,924
                                                                        --------------       -------------
                                                                       $    46,629,016      $   47,124,512
                                                                        ==============       =============
</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 XXVI, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                        March 31,
                                                                           ---------------------------------
                                                                                1997               1996
                                                                           --------------     --------------
Revenue:
<S>                                                                        <C>                <C>           
    Rental revenue ...........................................             $    2,282,739     $    2,184,549
    Interest ..................................................                    25,383             59,647
                                                                            -------------      -------------
      Total revenue............................................                 2,308,122          2,244,196
                                                                            -------------      -------------

Expenses:
    Interest...................................................                   438,260            444,307
    Interest - affiliates......................................                         -             13,476
    Depreciation and amortization..............................                   643,160            734,334
    Property taxes.............................................                   211,372            204,234
    Personnel expenses.........................................                   237,319            217,864
    Utilities..................................................                   259,570            284,339
    Repairs and maintenance....................................                   249,489            266,679
    Property management fees -affiliates.......................                   126,167            122,558
    Other property operating expenses..........................                   155,612            156,470
    General and administrative.................................                    43,245             38,843
    General and administrative - affiliates....................                   158,300            188,561
                                                                            -------------      -------------
      Total expenses...........................................                 2,522,494          2,671,665
                                                                            -------------      -------------

Net loss.......................................................            $     (214,372)    $     (427,469)
                                                                            =============      =============

Net loss allocable to limited partners.........................            $     (212,228)    $     (423,194)
Net loss allocable to General Partner..........................                    (2,144)            (4,275)
                                                                            -------------     --------------
Net loss.......................................................            $     (214,372)    $     (427,469)
                                                                            =============      =============

Net loss per thousand limited partnership units................            $        (2.45)    $        (4.89)
                                                                            =============      =============

Distributions per thousand limited partnership units...........            $         2.89     $             -
                                                                            =============      ==============
</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 XXVI, L.P.

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996

<TABLE>
<CAPTION>

                                                                                                   Total
                                                                                                   Partners'
                                                     General                 Limited               Equity
                                                     Partner                 Partners              (Deficit)
                                                 ---------------         ---------------       --------------
<S>                                              <C>                     <C>                   <C>           
Balance at December 31, 1995..............       $     (377,413)         $   27,716,222        $   27,338,809

Net loss..................................               (4,275)               (423,194)             (427,469)
                                                  --------------          -------------         -------------

Balance at March 31, 1996.................       $     (381,688)         $   27,293,028        $   26,911,340
                                                  =============           =============         =============


Balance at December 31, 1996..............       $     (400,892)         $   25,016,816        $   24,615,924

Net loss..................................               (2,144)               (212,228)             (214,372)

Distributions.............................                    -                (250,000)             (250,000)
                                                  -------------           -------------         -------------

Balance at March 31, 1997.................       $     (403,036)         $   24,554,588        $   24,151,552
                                                  =============           =============         =============
</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 XXVI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                      Decrease in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                  March 31,
                                                                  -----------------------------------------
                                                                        1997                    1996
                                                                  -----------------       -----------------
Cash flows from operating activities:
<S>                                                               <C>                     <C>             
   Cash received from tenants........................             $      2,116,354        $      2,052,350
   Cash paid to suppliers............................                   (1,027,959)             (1,091,378)
   Cash paid to affiliates...........................                     (256,078)               (160,115)
   Interest received.................................                       25,383                  59,647
   Interest paid.....................................                     (415,741)               (313,090)
   Interest paid to affiliates.......................                            -                 (11,398)
   Property taxes paid and escrowed..................                     (130,518)                (66,068)
                                                                   ---------------          --------------
Net cash provided by operating activities............                      311,441                 469,948
                                                                   ---------------          --------------

Net cash used in investing activities:
   Additions to real estate investments..............                     (127,878)               (210,248)
                                                                   ---------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage notes payable......                      (90,760)                (60,107)
   Retirement of mortgage note - affiliate...........                            -                (952,538)
   Deferred borrowing costs paid.....................                            -                 (15,578)
   Distributions.....................................                     (250,000)                      -
                                                                   ---------------          --------------
Net cash used in financing activities................                     (340,760)             (1,028,223)
                                                                   ---------------          --------------

Net decrease in cash and cash equivalents............                     (157,197)               (768,523)

Cash and cash equivalents at beginning of
   period............................................                    2,211,029               6,761,516
                                                                   ---------------          --------------

Cash and cash equivalents at end of period...........             $      2,053,832         $     5,992,993
                                                                   ===============          ==============
</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 XXVI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

               Reconciliation of Net Loss to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                  March 31,
                                                                  -----------------------------------------
                                                                        1997                     1996
                                                                  -----------------       -----------------
<S>                                                               <C>                     <C>              
Net loss.............................................             $       (214,372)       $       (427,469)
                                                                   ---------------         ---------------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization.....................                      643,160                 734,334
   Amortization of deferred borrowing costs..........                       22,949                  22,277
   Allowance for doubtful accounts...................                            -                  12,064
   Interest added to advances from affiliates -
     General Partner.................................                            -                   2,078
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (1,298)                 (7,088)
     Accounts receivable.............................                     (167,087)               (124,722)
     Prepaid commissions.............................                        1,518                   5,031
     Prepaid expenses and other assets...............                      (33,065)                (55,147)
     Accounts payable and accrued expenses...........                      (91,487)                (50,405)
     Accrued property taxes..........................                      115,526                 204,234
     Payable to affiliates - General Partner.........                       28,389                 151,004
     Security deposits and deferred rental
       revenue.......................................                        7,208                   3,757
                                                                   ---------------          --------------

       Total adjustments.............................                      525,813                 897,417
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        311,441         $       469,948
                                                                   ===============          ==============
</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 XXVI, L.P.

                          Notes to Financial Statements

                                 March 31, 1997

                                   (Unaudited)

NOTE 1.
- -------

McNeil Real Estate Partners XXVI, L.P., (the  "Partnership"),  formerly known as
Southmark  Equity Partners III, Ltd. was organized on March 4, 1985 as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  residential and commercial  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 three months ended March 31, 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 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 XXVI, L.P., c/o The Herman Group,  2121 San Jacinto St., 26th Floor,
Dallas, Texas 75201.

NOTE 3.
- -------

The  Partnership  pays  property  management  fees  equal to 5% of 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 property. 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 incurring 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 property to arrive at the property tangible asset value. The
property  tangible  asset  value is then  added to the book  value of all  other
assets excluding  intangible items. The fee percentage  decreases  subsequent to
1999.

The  General  Partner  has,  in its  discretion,  advanced  funds to enable  the
Partnership to meet its working capital requirements. These advances, which were
unsecured  and due on  demand,  accrued  interest  at a rate  equal to the prime
lending  rate plus 1%. In May  1996,  the  Partnership  repaid  all  outstanding
affiliate advances and the related accrued interest.

In March  1993,  the  Partnership  obtained a loan from  McNeil Real Estate Fund
XXVII,  L.P., an affiliate of the General Partner,  which allows the Partnership
to borrow funds  totaling  $1,536,000.  Of this amount  available,  $952,538 was
borrowed at December 31,  1995.  The note was secured by  Continental  Plaza and
required monthly interest-only  payments equal to the prime lending rate of Bank
of America plus 2 1/2% with the principal  balance due March 1, 1996. On January
8, 1996 the Partnership repaid the mortgage loan.

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

                                                        Three Months Ended
                                                              March 31,
                                                      -----------------------
                                                          1997       1996
                                                      ----------   ----------

Property management fees - affiliates.............    $  126,167   $  122,558
Charged to interest - affiliates:
   Interest on advances from affiliates -
     General Partner..............................             -        2,078
   Interest on mortgage note payable - affiliate..             -       11,398
Charged to general and administrative affiliates:
   Partnership administration.....................        34,735       55,174
   Asset management fee...........................       123,565      133,387
                                                       ---------    ---------
                                                      $  284,467   $  324,595
                                                       =========    =========

The total payable to affiliates - General Partner at March 31, 1997 and December
31,  1996  consisted   primarily  of  unpaid  asset  management  fees,  property
management fees and partnership general and administrative  expenses and are due
and payable from current operations.








<PAGE>

NOTE 4.
- -------

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 Edison Ford Square is currently  classified  as an asset held for sale, no
depreciation was taken effective April 1, 1996.

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

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

There has been no  significant  change in the  operations  of the  Partnership's
properties  since  December 31,  1996.  The  Partnership  reported a net loss of
$214,372  for the first three  months of 1997 as  compared  to $427,469  for the
first three months of 1996.  Revenues  increased  slightly to $2,308,122 in 1997
from  $2,244,196  in 1996,  while  expenses  dropped to  $2,522,494 in 1997 from
$2,671,665 in 1996.

Net cash  provided by  operating  activities  was  $311,441  for the first three
months of 1997. The Partnership  expended $127,878 for capital  improvements and
$90,760  for  principal   payments  on  its  mortgage   notes   payable.   After
distributions  of $250,000 to the limited  partners,  cash and cash  equivalents
totaled  $2,053,832  at March 31,  1997,  a net  decrease of  $157,197  from the
balance at December 31, 1996.

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

Revenue:

Total  Partnership  revenue increased by $63,926 or 3% for the three month ended
March 31, 1997 as compared to the three  months  ended March 31, 1996 mainly due
to an  increase  of rental  revenue,  slightly  offset by a decrease in interest
income, as discussed below.

Rental revenue for the three months ended March 31, 1997 increased by $98,190 or
4% as  compared  to the same period in 1996.  Rental  revenue of all  properties
increased  slightly in 1997 as compared to 1996,  except at Westwood  Center and
Edison Ford Square.  Rental revenue at Westwood Center  increased  approximately
$62,000 due to an increase in straight-line rent adjustments.  Rental revenue at
Edison  Ford  Square  decreased  slightly  by  $13,000  due  to  a  decrease  in
reimbursements  from tenants for common area  maintenance  in 1997. In addition,
the  Partnership  received  $11,000 of rental revenue from a move-out  tenant in
1996. No such revenue was received in 1997. The decrease was partially offset by
an increase of occupancy rate at Edison Ford Square.






<PAGE>

Interest income decreased by $34,264 or 57% for the three months ended March 31,
1997 as  compared  to the  same  period  in 1996 due to a lower  amount  of cash
available for short-term  investment in 1997. The Partnership held $2 million of
cash and cash  equivalents  at March 31, 1997 as compared to $6 million at March
31, 1996.

Expenses:

Total expenses  decreased by $149,171 or 6% for the three months ended March 31,
1997 as compared to the three months ended March 31, 1996.

No interest  expense - affiliates was  recorded for the three months ended March
31, 1997 as compared to $13,476 for the same period in 1996 due to the repayment
of the loan from McNeil Real Estate Fund XXVII, L.P. in January 1996, as well as
the repayment of all advances from affiliates in May 1996.

Depreciation and amortization decreased by $91,174 or 12% for three months ended
March 31,  1997 as compared to the same period in 1996 mainly due to Edison Ford
Square which is currently classified as an asset held for sale; and accordingly,
no depreciation was taken effective April 1, 1996.

General and administrative expenses for the first three months of 1997 increased
by $4,402 or 11% as  compared  to the same period in 1996.  Costs  incurred  for
investor  services  were paid to an unrelated  third party in 1997. In the first
quarter 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.  The  increase  was  also  attributable  to  costs  incurred  by the
Partnership  to evaluate and  disseminate  information  regarding an unsolicited
1996  tender  offer.  The  increase  was  partially  offset  by  a  decrease  of
professional fees.

General and  administrative  -  affiliates  decreased  by $30,261 or 16% for the
three  months  ended March 31, 1997 as compared to the same period 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, as discussed  above. In addition,
there was a slight  decrease in asset  management fees as a result of a decrease
in the tangible asset value of the Partnership, on which the fees are based.

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

The Partnership  generated $311,441 of cash through operating activities for the
three months ended March 31, 1997 as compared to $469,948 for the same period in
1996. The change in cash flow from operations is primarily due to an increase in
cash paid to affiliates, interest paid and property taxes paid and escrowed. The
increase is partially  offset by an increase in cash received from tenants and a
decrease in cash paid to  suppliers,  as discussed  above.  The increase in cash
paid to  affiliates  was due to the payments of $101,000 of the  deferred  asset
management  fees in the first quarter of 1997. No such payments were made in the
first  quarter of 1996.  The increase in interest  paid was primarily due to the
Northway Mall's new mortgage loan. The Partnership began making the monthly debt
service  payment in February  1996.  The  increase  in  property  taxes paid and
escrowed was due to the timing of the property taxes payments.




<PAGE>
Additions to real estate investments totaled $127,878 for the three months ended
March 31, 1997 as compared to $210,248  for the same period of 1996.  A majority
of the  capital  improvements  in 1997 and 1996 was spent at  Northway  Mall.  A
greater amount was spent in 1996 at Edison Ford Square for roof replacements and
at Continental Plaza for paving and outdoor lighting.

Total  principal  payments on mortgage  notes payable were $90,760 for the three
months  ended March 31, 1997 as compared to $60,107 for the same period of 1996.
With the loan  proceeds  of  Northway  Mall,  the  Partnership  repaid a loan of
$952,538 from McNeil Real Estate Fund XXVII,  L.P. in the first quarter of 1996.
Additional  deferred borrowing costs of $15,578 was paid in 1996 relating to the
Northway Mall's refinancing. The Partnership distributed $250,000 to the limited
partners during the first quarter of 1997. No distributions were made during the
first quarter of 1996.

Short-term liquidity:

At March 31, 1997, the Partnership held cash and cash equivalents of $2,053,832.
The present cash balance  plus cash to be provided by  operating  activities  is
considered  adequate to meet the  Partnership's  needs for debt service,  normal
amounts of repairs and  maintenance  and capital  improvements  to preserve  and
enhance the value of the properties. The Partnership has budgeted $2,041,000 for
necessary capital improvements for all properties in 1997.

The General Partner has, at its discretion, advanced funds to the Partnership to
fund working capital requirements.  All outstanding advances from affiliates and
the related  accrued  interest were repaid in 1996.  The General  Partner is not
obligated to advance funds to the Partnership and there is no assurance that the
Partnership will receive additional funds.

Long-term liquidity:

While the present  outlook for  Partnership's  liquidity  is  favorable,  market
conditions may change and property operations could deteriorate.  In that event,
the Partnership  would require other sources of working  capital.  No such other
sources have been  identified,  and the Partnership has no established  lines of
credit.  Other possible actions to resolve working capital  deficiencies include
refinancing or  renegotiating  terms of existing loans,  deferring major capital
expenditures on Partnership properties except where improvements are expected to
enhance the  competitiveness  or marketability  of the properties,  or arranging
working  capital support from  affiliates.  There is no assurance that affiliate
support could be arranged,  since neither the General Partner nor any affiliates
have any obligation in this regard.

The Partnership has significant  mortgage maturities during 1998, and management
expects to refinance these mortgage notes as they mature. However, if management
is unable to refinance the mortgage notes as they mature,  the Partnership  will
require other sources of cash. No such sources have been identified.

The Partnership  determined to evaluate market and other economic  conditions to
establish  the  optimum  time  to  commence  an  orderly   liquidation   of  the
Partnership's  assets in  accordance  with the terms of the Amended  Partnership
Agreement.  Taking such conditions as well as other pertinent  information  into
account,  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




<PAGE>
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 Unit holders by December 1998. In this regard,  the
Partnership has placed Edison Ford Square on the market for sale.

Distributions:

During the first quarter of 1997, the  Partnership  distributed  $250,000 to the
limited partners. The General Partner will continue to monitor the cash reserves
and working  capital needs of the  Partnership to determine when cash flows will
support distributions to the limited partners.


                           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.





<PAGE>
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.
Plaintiffs  have until May 27, 1997 to file a second amended  complaint,  unless
otherwise agreed to by the parties.

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.
                                    (Incorporated by reference to 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 XXVI, L.P. dated June 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 unit
                                    information   has  been  computed  based  on
                                    86,531 and 86,534 limited  partnership units
                                    (in thousands) outstanding in 1997 and 1996,
                                    respectively.

         27.                        Financial  Data   Schedule  for  the quarter
                                    ended March 31, 1997.

(b)      Reports  on  Form  8-K.  There were no reports on Form 8-K filed during
         the quarter ended   March 31, 1997.


<PAGE>

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

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

                                   By: McNeil Investors, Inc., General Partner








May 15, 1997                       By:  /s/  Ron K. Taylor
- --------------                        ------------------------------------------
Date                                    Ron K. Taylor
                                        President and Director of McNeil 
                                         Investors, Inc.
                                        (Principal Financial Officer)




May 15, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       2,053,832
<SECURITIES>                                         0
<RECEIVABLES>                                2,016,476
<ALLOWANCES>                                 (572,392)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      60,789,395
<DEPRECIATION>                            (22,325,561)
<TOTAL-ASSETS>                              46,629,016
<CURRENT-LIABILITIES>                                0
<BONDS>                                     21,724,986
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                46,629,016
<SALES>                                      2,282,739
<TOTAL-REVENUES>                             2,308,122
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,084,234
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             438,260
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (214,372)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (214,372)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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