MCNEIL REAL ESTATE FUND XXVI LP
10-Q/A, 1999-05-18
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q/A



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


      For the quarterly period ended          March 31, 1999
                                       -----------------------------------------


                                       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>
                          PART I. FINANCIAL INFORMATION

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

                       MCNEIL REAL ESTATE FUND XXVI, L.P.

                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         March 31,         December 31,
                                                                           1999                1998
                                                                      ------------         ------------
ASSETS
- ------

Real estate investments:
<S>                                                                   <C>                  <C>         
   Land ......................................................        $  6,750,456         $  6,750,456
   Buildings and improvements ................................          55,882,777           55,757,865
                                                                      ------------         ------------
                                                                        62,633,233           62,508,321
   Less:  Accumulated depreciation and amortization ..........         (27,551,024)         (26,899,633)
                                                                      ------------         ------------
                                                                        35,082,209           35,608,688

Cash and cash equivalents ....................................           2,220,734            2,256,842
Cash segregated for security deposits ........................             232,886              232,083
Accounts receivable, net of allowance for doubtful
   accounts of $203,657 at March 31, 1999 and
   December 31, 1998 .........................................           1,206,783            1,123,136
Prepaid commissions ..........................................             369,552              387,092
Prepaid expenses and other assets ............................             294,032              254,614
Deferred borrowing costs, net of accumulated
   amortization of $266,403 and $255,443 at
   March 31, 1999 and December 31, 1998,
   respectively ..............................................             184,758              186,238
                                                                      ------------         ------------
                                                                      $ 39,590,954         $ 40,048,693
                                                                      ============         ============

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

Mortgage notes payable .......................................        $ 18,902,015         $ 18,981,387
Accounts payable and accrued expenses ........................             234,869              247,764
Accrued property taxes .......................................             161,098               40,161
Payable to affiliates - General Partner ......................           1,044,323              931,891
Security deposits and deferred rental revenue ................             281,176              219,345
                                                                      ------------         ------------
                                                                        20,623,481           20,420,548
                                                                      ------------         ------------
Partners' equity (deficit):
   Limited Partners - 90,000,000 Units authorized;
     86,530,671 Units issued and outstanding
     at March 31, 1999 and December 31, 1998 .................          19,386,947           20,046,031
   General Partner ...........................................            (419,474)            (417,886)
                                                                      ------------         ------------
                                                                        18,967,473           19,628,145
                                                                      ------------         ------------
                                                                      $ 39,590,954         $ 40,048,693
                                                                      ============         ============
</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,
                                                                         -------------------------------
                                                                            1999                1998
                                                                         -----------         -----------
Revenue:
<S>                                                                      <C>                 <C>        
    Rental revenue ..............................................        $ 2,167,694         $ 2,305,260
    Interest ....................................................             22,335              29,888
                                                                         -----------         -----------
      Total revenue .............................................          2,190,029           2,335,148
                                                                         -----------         -----------

Expenses:
    Interest ....................................................            370,219             431,508
    Depreciation and amortization ...............................            651,391             617,090
    Property taxes ..............................................            188,591             190,233
    Personnel expenses ..........................................            192,505             226,794
    Utilities ...................................................            244,676             233,841
    Repairs and maintenance .....................................            233,765             231,502
    Property management fees -affiliates ........................            128,494             131,038
    Other property operating expenses ...........................            111,723             121,798
    General and administrative ..................................             56,090             122,726
    General and administrative - affiliates .....................            171,369             192,692
                                                                         -----------         -----------
      Total expenses ............................................          2,348,823           2,499,222
                                                                         -----------         -----------

Net loss ........................................................        $  (158,794)        $  (164,074)
                                                                         ===========         ===========

Net loss allocable to limited partners ..........................        $  (157,206)        $  (162,433)
Net loss allocable to General Partner ...........................             (1,588)             (1,641)
                                                                         -----------         -----------
Net loss ........................................................        $  (158,794)        $  (164,074)
                                                                         ===========         ===========

Net loss per thousand limited partnership units .................        $     (1.82)        $     (1.88)
                                                                         ===========         ===========

Distributions per thousand limited partnership units ............        $      5.80         $     17.33
                                                                         ===========         ===========
</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, 1999 and 1998
<TABLE>
<CAPTION>
                                                                                                Total
                                                                                               Partners'
                                                       General             Limited              Equity
                                                       Partner             Partners            (Deficit)
                                                    -------------        ------------         ------------
<S>                                                 <C>                  <C>                  <C>         
Balance at December 31, 1997 ...............        $   (410,929)        $ 23,273,176         $ 22,862,247

Net loss ...................................              (1,641)            (162,433)            (164,074)

Distributions to limited partners ..........                  --           (1,499,992)          (1,499,992)
                                                    ------------         ------------         ------------

Balance at March 31, 1998 ..................        $   (412,570)        $ 21,610,751         $ 21,198,181
                                                    ============         ============         ============


Balance at December 31, 1998 ...............        $   (417,886)        $ 20,046,031         $ 19,628,145

Net loss ...................................              (1,588)            (157,206)            (158,794)

Distributions to limited partners ..........                  --             (501,878)            (501,878)
                                                    ------------         ------------         ------------

Balance at March 31, 1999 ..................        $   (419,474)        $ 19,386,947         $ 18,967,473
                                                    ============         ============         ============

</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)

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                          March 31,
                                                              --------------------------------
                                                                  1999               1998
                                                              ------------        ------------
Cash flows from operating activities:
<S>                                                           <C>                 <C>        
   Cash received from tenants ........................        $ 2,144,327         $ 2,229,814
   Cash paid to suppliers ............................           (872,283)         (1,145,366)
   Cash paid to affiliates ...........................           (187,431)           (130,809)
   Interest received .................................             22,335              29,888
   Interest paid .....................................           (359,760)           (408,523)
   Property taxes paid and escrowed ..................            (67,654)           (111,637)
                                                              -----------         -----------
Net cash provided by operating activities ............            679,534             463,367
                                                              -----------         -----------

Net cash used in investing activities:
   Additions to real estate investments and
     asset held for sale .............................           (124,912)            (17,115)
                                                              -----------         -----------

Cash flows from financing activities:
   Principal payments on mortgage notes payable ......            (79,372)            (97,980)
   Deferred borrowing costs paid .....................             (9,480)                 --
   Distributions to limited partners .................           (501,878)         (1,499,992)
                                                              -----------         -----------
Net cash used in financing activities ................           (590,730)         (1,597,972)
                                                              -----------         -----------

Net decrease in cash and cash equivalents ............            (36,108)         (1,151,720)

Cash and cash equivalents at beginning of
   period ............................................          2,256,842           2,823,216
                                                              -----------         -----------

Cash and cash equivalents at end of period ...........        $ 2,220,734         $ 1,671,496
                                                              ===========         ===========
</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,
                                                               ----------------------------
                                                                  1999              1998
                                                               ----------        ----------
<S>                                                            <C>               <C>       
Net loss ..............................................        $(158,794)        $(164,074)
                                                               ---------         ---------

Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization ......................          651,391           617,090
   Amortization of deferred borrowing costs ...........           10,960            23,449
   Changes in assets and liabilities:
     Cash segregated for security deposits ............             (803)           (3,824)
     Accounts receivable ..............................          (83,647)          (26,620)
     Prepaid commissions ..............................           17,540           (27,581)
     Prepaid expenses and other assets ................          (39,418)            6,615
     Accounts payable and accrued expenses ............          (12,895)         (187,355)
     Accrued property taxes ...........................          120,937            78,596
     Payable to affiliates - General Partner ..........          112,432           192,921
     Security deposits and deferred rental
       revenue ........................................           61,831           (45,850)
                                                               ---------         ---------

       Total adjustments ..............................          838,328           627,441
                                                               ---------         ---------

Net cash provided by operating activities .............        $ 679,534         $ 463,367
                                                               =========         =========
</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, 1999

                                   (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, 1999 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1999.

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,  1998,  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 McNeil  Real Estate  Management,  Inc.,  Investor
Services, 13760 Noel Road, Suite 600, LB70, Dallas, Texas 75240.

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 to .75% in 2000,
 .50% in 2001 and .25% thereafter. Total accrued but unpaid asset management fees
of $811,979 were outstanding at March 31, 1999.

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,
                                                     --------------------------
                                                         1999           1998
                                                     ----------     -----------

Property management fees - affiliates..........      $  128,494     $   131,038
Charged to general and administrative -
   affiliates:
   Partnership administration..................           43,472         42,465
   Asset management fee........................          127,897        150,227
                                                     -----------    -----------
                                                     $   299,863    $   323,730
                                                     ===========    ===========

The total payable to affiliates - General Partner at March 31, 1999 and December
31,  1998  consisted   primarily  of  unpaid  asset  management  fees,  property
management fees and partnership general and administrative  expenses and are due
and payable from current operations.

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

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

The Partnership is engaged in diversified real estate activities,  including the
ownership,  operation and management of residential  and commercial  real estate
and other real estate related assets.  At March 31, 1999, the Partnership  owned
one apartment property, two office buildings and one retail center. Three of the
four Partnership's properties are subject to mortgage notes.

RESULTS OF OPERATIONS

Revenue:

Total Partnership revenue decreased by $145,119 for the three months ended March
31, 1999 as compared  to the same period in 1998.  Excluding  the effects of the
sale of Edison Ford Square in April 1998,  Partnership  revenue decreased $9,571
for the three  months  ended  March 31, 1999 as compared to the same period last
year.

<PAGE>
Interest income for the three months ended March 31, 1999 decreased by $7,553 as
compared to the same  period  last year due to an  decrease in the average  cash
balance being invested in interest bearing accounts.

Expenses:

Total  expenses  decreased by $150,399 for the three months ended March 31, 1999
as  compared to the same  period of 1998.  Excluding  the effects of the sale of
Edison Ford Square,  Partnership  expenses decreased $74,618 or 3% for the three
months ended March 31, 1999.

Interest  expense  decreased  by $61,289 or 14% for the quarter  ended March 31,
1999 as compared  to the same  period in 1998 due to the payoff of the  mortgage
note payable on Westwood Center.

General and  administrative  expenses decreased for the three months ended March
31, 1999 by $66,636 as compared to the same  period in 1998.  The  decrease  was
mainly due to a decrease in costs incurred to explore  alternatives  to maximize
the value of the Partnership (see Liquidity and Capital Resources).

For the three  months  ended  March  31,  1999,  general  and  administrative  -
affiliates  decreased  by $21,323 or 11% as compared to the same period in 1998,
mainly due to a reduction in overhead  expenses  allocated to the Partnership by
McREMI.

All other remaining expenses,  excluding Edison Ford Square, remained comparable
to the same period last year.

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

The Partnership  generated $679,534 of cash through operating activities for the
three months ended March 31, 1999 as compared to $463,367 for the same period in
1998.  The $216,167  increase is  primarily  due to the decrease in cash paid to
suppliers.

The  Partnership  expended  $124,912 and $17,115 in capital  improvements to its
properties for the three months ended March 31, 1999 and 1998, respectively.

Total  principal  payments on mortgage  notes payable were $79,372 for the three
months  ended March 31, 1999 as compared to $97,980 for the same period of 1998.
The Partnership also  distributed  $501,878 to the limited partners during 1999,
while  $1,499,992 was paid during the same period in 1998. The Partnership  also
paid $9,480 in deferred  borrowing  costs for the three  months  ended March 31,
1999 due to the extension on Amargosa Creek's mortgage note payable.

Short-term liquidity:

At March 31, 1999, the Partnership held cash and cash equivalents of $2,220,734.
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 $1.3 million
for necessary capital improvements for all properties in 1999.





<PAGE>
Long-term liquidity:

While the present outlook for the 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.

As previously announced, the Partnership has retained PaineWebber,  Incorporated
as its exclusive financial advisor to explore alternatives to maximize the value
of the  Partnership,  including,  without  limitation,  a  transaction  in which
limited partnership interests in the Partnership are converted into cash. During
the last full week of March,  the Partnership  entered into a 45 day exclusivity
agreement  with a  well-financed  bidder with whom it had commenced  discussions
with respect to a sale  transaction.  The  Partnership  and such party have made
significant  progress in negotiating the terms of a proposed transaction and are
continuing to have intensive discussions with respect to a transaction. In light
on these continuing  negotiations,  the exclusivity  agreement has been extended
for an  additional  21 days until June 4, 1999.  It is possible that the General
Partner  and its  affiliates  will  receive  non-cash  consideration  for  their
ownership  interests in connection  with any such  transaction.  There can be no
assurance  regarding  whether any such  agreement  will be reached nor the terms
thereof.

Distributions:

During the first quarter of 1999, the  Partnership  distributed  $501,878 to the
limited partners.

Forward-Looking Information:

Within this document,  certain  statements are made as to the expected occupancy
trends,  financial  condition,  results  of  operations,  and cash  flows of the
Partnership  for  periods  after March 31,  1999.  All of these  statements  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  These  statements  are not
historical  and  involve  risks  and  uncertainties.  The  Partnership's  actual
occupancy trends, financial condition, results of operations, and cash flows for
future  periods may differ  materially  due to several  factors.  These  factors
include,  but are not limited to, the  Partnership's  ability to control  costs,
make necessary  capital  improvements,  negotiate  sales or  refinancings of its
properties, and respond to changing economic and competitive factors.



<PAGE>
YEAR 2000 DISCLOSURE
- --------------------

State of readiness
- ------------------

The year 2000 problem is the result of computer programs being written using two
digits rather than four to define the  applicable  year.  Any programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could   result  in  major   systems   failure  or
miscalculations.

Management has assessed its  information  technology  ("IT")  infrastructure  to
identify  any systems  that could be affected by the year 2000  problem.  The IT
used by the  Partnership  for  financial  reporting and  significant  accounting
functions was made year 2000 compliant  during recent systems  conversions.  The
software  utilized for these  functions  is licensed by third party  vendors who
have warranted that their systems are year 2000 compliant.

Management  is  in  the  process  of  evaluating  the  mechanical  and  embedded
technological systems at the various properties.  Management has inventoried all
such systems and queried suppliers,  vendors and manufacturers to determine year
2000  compliance.  Based on this review,  management  believes these systems are
substantially compliant. In circumstances of non-compliance management will work
with the vendor to remedy the problem or seek alternative  suppliers who will be
in compliance.  Management believes that the remediation of any outstanding year
2000  conversion  issues  will not have a  material  or  adverse  effect  on the
Partnership's operations.  However, no estimates can be made as to the potential
adverse impact  resulting from the failure of third party service  providers and
vendors to be year 2000 compliant.

Cost
- ----

The cost of IT and  embedded  technology  systems  testing  and  upgrades is not
expected to be material to the Partnership. Because all the IT systems have been
upgraded  over the last three years,  all such systems were  compliant,  or made
compliant at no additional cost by third party vendors.  Management  anticipates
the costs of assessing,  testing, and if necessary replacing embedded technology
components will be less than $50,000.  Such costs will be funded from operations
of the Partnership.

Risks
- -----

Ultimately,  the potential impact of the year 2000 issue will depend not only on
the corrective measures the Partnership undertakes, but also on the way in which
the year 2000 issue is  addressed  by  government  agencies  and  entities  that
provide services or supplies to the  Partnership.  Management has not determined
the most likely worst case scenario to the  Partnership.  As management  studies
the findings of its property  systems  assessment and testing,  management  will
develop  a better  understanding  of what  would  be the  worst  case  scenario.
Management  believes  that  progress  on all  areas is  proceeding  and that the
Partnership  will  experience  no  adverse  effect  as a result of the year 2000
issue. However, there is no assurance that this will be the case.




<PAGE>
Contingency plans
- -----------------

Management  is  developing  contingency  plans to  address  potential  year 2000
non-compliance of IT and embedded technology  systems.  Management believes that
failure of any IT system could have an adverse  impact on  operations.  However,
management  believes  that  alternative  systems  are  available  that  could be
utilized to minimize  such impact.  Management  believes that any failure in the
embedded  technology  systems  could have an adverse  impact on that  property's
performance.  Management  will assess these risks and develop  plans to mitigate
possible failures by July 1999.

                           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 XXIII,  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., Hearth Hollow  Associates,  McNeil Midwest  Properties I, L.P. and
Regency North Associates,  L.P., - 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  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.  On
October  31,  1997,  the  Plaintiffs  filed a second  consolidated  and  amended
complaint. The case was stayed pending settlement discussions.  A Stipulation of
Settlement dated September 15, 1998 has been signed by the parties.  Preliminary
Court  approval was received on October 6, 1998. A hearing for Final Approval of
Settlement,  initially  scheduled for December 17, 1998,  has been  continued to
July 2, 1999.

Because McNeil Real Estate Fund XXIII,  L.P., Hearth Hollow  Associates,  McNeil
Midwest  Properties I, L.P. and Regency North Associates,  L.P. would be part of
the  transaction  contemplated  in the settlement  and Plaintiffs  claim that an
effort should be made to sell the McNeil Partnerships,  Plaintiffs have included
allegations with respect to McNeil Real Estate Fund XXIII,  L.P.,  Hearth Hollow
Associates, McNeil Midwest Properties I, L.P. and Regency North Associates, L.P.
in the third consolidated and amended complaint.

Plaintiff's  counsel  intends  to seek an  order  awarding  attorney's  fees and
reimbursements  of their  out-of-pocket  expenses.  The  amount of such award is
undeterminable  until  final  approval  is  received  from the  court.  Fees and
expenses shall be allocated amongst the Partnerships on a pro rata basis,  based
upon  tangible  asset value of each such  partnership,  less total  liabilities,
calculated in accordance with the Amended Partnership Agreements for the quarter
most recently ended.

<PAGE>

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

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------
         4.                         Amended and Restated   Limited   Partnership
                                    Agreement     dated    March    30,    1992.
                                    (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   limited   partnership   units   (in
                                    thousands)  outstanding  in 1999  and  1998,
                                    respectively.

         27.                        Financial Data Schedule  for   the   quarter
                                    ended March 31, 1999.

(b)      Reports on Form 8-K. There were no reports on Form 8-K filed during the
         quarter ended  March 31, 1999.


<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 18, 1999                    By: /s/  Ron K. Taylor
- ------------                       ---------------------------------------------
Date                                Ron K. Taylor
                                    President and Director of McNeil 
                                      Investors, Inc.
                                    (Principal Financial Officer)




May 18, 1999                    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-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                       2,220,734
<SECURITIES>                                         0
<RECEIVABLES>                                1,410,440
<ALLOWANCES>                                 (203,657)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      62,633,233
<DEPRECIATION>                            (27,551,024)
<TOTAL-ASSETS>                              39,590,954
<CURRENT-LIABILITIES>                                0
<BONDS>                                     18,902,015
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                39,590,954
<SALES>                                      2,167,694
<TOTAL-REVENUES>                             2,190,029
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,978,604
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             370,219
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (158,794)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (158,794)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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