UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
McNEIL REAL ESTATE FUND XXVII, L.P.
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(Name of Issuer)
Units of Limited Partnership Interests
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(Title of Class of Securities)
810481
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(CUSIP Number)
Robert A. McNeil, McNeil Partners, L.P.
13760 Noel Road, Suite 600, Dallas, Texas 75240, (972) 448-5800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
W. Scott Wallace
Haynes and Boone, L.L.P.
3100 NationsBank Plaza
901 Main Street
Dallas, Texas 75202-3789
(214) 651-5000
April 6, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), (f) or (g), check the following box
___.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240 .13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
Page 2 of 4 Pages
CUSIP No. 810481
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. McNeil
McNeil Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _X__
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Robert A. McNeil - U.S.A.
McNeil Partners, L.P. - Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 SOLE VOTING POWER
Robert A. McNeil - 0 Units
McNeil Partners, L.P. - 0 Units
See also Item 5.
8 SHARED VOTING POWER
See also Item 5.
9 SOLE DISPOSITIVE POWER
See also Item 5.
10 SHARED DISPOSITIVE POWER
Voting and dispositive power is exercised on
behalf of McNeil Partners, L.P. by its
general partner, McNeil Investors, Inc., a
Delaware corporation, which is wholly-owned
by Robert A. McNeil.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Robert A. McNeil - 0 Units
McNeil Partners, L.P. - 0 Units See also Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN, PN
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
---------------------------------
The Schedule 13D relating to Units of Limited
Partnership Interest ("Units") of McNeil Real Estate Fund
XXVII, L.P., a Delaware limited partnership ("Issuer") as
filed by Robert A. McNeil ("Mr. McNeil") and McNeil Partners,
L.P., a Delaware limited partnership ("MP") is hereby amended
as set forth below. Unless otherwise indicated, all terms
referred to herein shall have the meaning as set forth in
the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended by adding the following thereto:
(a) All of the Units previously reported as beneficially
owned by Mr. McNeil and MP have been transferred for the
benefit of Opal Partners, L.P. ("Opal Partners"), a
California limited partnership established for the benefit
of Carole J. McNeil and certain members of her family.
As a result, the aggretage number of Units beneficially owned by
Mr. McNeil is 0, which is 0% of the oustanding Units, and the aggregate
number of Units beneficially owned by MP is 0, which is 0% of the out-
standing Units.
(c) On April 6, 1998, MP transferred 10,800 Units,
representing all of the Units held of record by MP, for the
benefit of Opal Partners.
On April 6, 1998, Mr. McNeil transferred 659,834 Units,
representing all of the Units held of record by Mr. McNeil,
for the benefit of Opal Partners.
(e) MP and Mr. McNeil ceased to be the beneficial owner of
more than five percent of the Units on April 6, 1998.
<PAGE>
SIGNATURE
After reasonable inquiry to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 15, 1998.
McNEIL PARTNERS, L.P.
By: McNeil Investors, Inc.
its general partner
By: /s/ Robert A. McNeil
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Name: Robert A. McNeil
Title: Co-Chairman of the Board
/s/ Robert A. McNeil
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Robert A. McNeil
