UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K405

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

For the fiscal year ended December 31, 1996
------------------------------------------------

[ ] 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 0-12915
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McNEIL REAL ESTATE FUND XIV, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

California 94-2822299
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Limited partnership
units
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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
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

85,662 of the registrant's 86,534 limited partnership units are held by
non-affiliates of this registrant. The aggregate market value of units held by
non-affiliates is not determinable since there is no public trading market for
limited partnership units and transfers of units are subject to certain
restrictions.

Documents Incorporated by Reference: See Item 14, Page 39.

TOTAL OF 42 PAGES

PART I

ITEM 1. BUSINESS
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ORGANIZATION
- ------------

McNeil Real Estate Fund XIV, Ltd. (the "Partnership") was organized April 30,
1982 as a limited partnership under the provisions of the California Uniform
Limited Partnership Act. 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 Partnership is governed by an
amended and restated partnership agreement of limited partnership dated
September 20, 1991, as amended (the "Amended Partnership Agreement"). Prior to
September 20, 1991, Pacific Investors Corporation (the prior "Corporate General
Partner"), a wholly-owned subsidiary of Southmark Corporation ("Southmark"), and
McNeil were the general partners of the Partnership, which was governed by an
agreement of limited partnership dated April 30, 1982 (the "Original Partnership
Agreement"). The principal place of business for the Partnership and the General
Partner is 13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240.

On February 14, 1983, a Registration Statement on Form S-11 was declared
effective by the Securities and Exchange Commission whereby the Partnership
offered for sale $35,000,000 of limited partnership units ("Units"), with the
General Partners' right to increase the offering up to $50,000,000. The Units
represent equity interests in the Partnership and entitle the holders thereof to
participate in certain allocations and distributions of the Partnership. The
sale of Units closed on September 17, 1984, with 86,101 Units sold at $500 each,
or gross proceeds of $43,050,500 to the Partnership, including the original
general partners' purchase of 200 Units for $100,000. In 1992, 483 Units were
issued to the General Partner in payment of the fixed portion of the Management
Incentive Distribution ("MID"). In 1993, 30 Units were relinquished. An
additional 20 Units were relinquished in 1994, leaving 86,534 Units outstanding
at December 31, 1996.

SOUTHMARK BANKRUPTCY AND CHANGE IN GENERAL PARTNER
- --------------------------------------------------

On July 14, 1989, Southmark filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Neither the Partnership, McNeil nor the
Corporate General Partner were included in the filing. Southmark's
reorganization plan became effective August 10, 1990. Under the plan, most of
Southmark's assets, including Southmark's interests in the Corporate General
Partner, were sold or liquidated for the benefit of creditors.

In accordance with Southmark's reorganization plan, on October 12, 1990,
Southmark, McNeil and various of their affiliates entered into an asset purchase
agreement providing for, among other things, the transfer of control to McNeil
or his affiliates of 34 limited partnerships (including the Partnership) in the
Southmark portfolio.

On February 14, 1991, pursuant to the asset purchase agreement as amended on
that date: (a) an affiliate of McNeil purchased the Corporate General Partner's
economic interest in the Partnership; (b) McNeil became the managing general
partner of the Partnership pursuant to an agreement with the Corporate General
Partner that delegated management authority to McNeil; and (c) McNeil Real
Estate Management, Inc. ("McREMI"), an affiliate of McNeil, acquired the assets
relating to the property management and partnership administrative business of
Southmark and its affiliates and commenced management of the Partnership's
properties pursuant to an assignment of the existing property management
agreements from the Southmark affiliates.

On September 20, 1991, the limited partners approved a restructuring proposal
that provided for (i) the replacement of the Corporate General Partner and
McNeil with the General Partner; (ii) the adoption of the Amended Partnership
Agreement, which substantially alters the provisions of the Original Partnership
Agreement relating to, among other things, compensation, reimbursement of
expenses, and voting rights; and (iii) the approval of a new property management
agreement with McREMI, the Partnership's property manager.

The Amended Partnership Agreement provides for the MID to replace all other
forms of general partner compensation other than property management fees and
reimbursements of certain costs. Additional Units may be issued in connection
with the payment of the MID pursuant to the Amended Partnership Agreement. See
Item 8 - Note 2 "Transactions with Affiliates." For a discussion of the
methodology for calculating and distributing the MID, see Item 13 - Certain
Relationships and Related Transactions.

Settlement of Claims:

The Partnership filed claims with the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court") against
Southmark for damages relating to improper overcharges, breach of contract and
breach of fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.

An Order Granting Motion to Distribute Funds to Class 8 Claimants dated April
14, 1995 was issued by the Bankruptcy Court. In accordance with the Order, in
May 1995, the Partnership received in full satisfaction of its claims, $30,118
in cash, and common and preferred stock in the reorganized Southmark. The cash
and stock represent the Partnership's pro-rata share of Southmark assets
available for Class 8 Claimants. The Partnership sold the Southmark common and
preferred stock in May 1995, for $9,723 which, when combined with the cash
proceeds from Southmark, resulted in a gain on legal settlement of $39,841.

CURRENT OPERATIONS
- ------------------

General:

The Partnership is engaged in diversified real estate activities, including the
ownership, operation and management of residential and retail real estate and
other real estate related assets. At December 31, 1996, the Partnership owned
seven income-producing properties as described in Item 2 - Properties.

The Partnership does not directly employ any personnel. The General Partner
conducts the business of the Partnership directly and through its affiliates.
The Partnership is managed by the General Partner. In accordance with the
Amended Partnership Agreement, the Partnership reimburses affiliates of the
General Partner for certain expenses incurred by the affiliates in connection
with the management of the Partnership. See Item 8 - Note 2 - "Transactions With
Affiliates."

The business of the Partnership to date has involved only one industry segment.
See Item 8 - Financial Statements and Supplementary Data. The Partnership has no
foreign operations. The business of the Partnership is not seasonal.

Business Plan:

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
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 Unitholders by December 2001. In this regard, the
Partnership has placed Country Hills Plaza, Midvale Plaza and Redwood Plaza on
the market for sale. Until such time as the Partnership's assets are liquidated,
the Partnership's plan of operations is to preserve or increase the net
operating income of its assets whenever possible, while at the same time making
whatever capital expenditures are reasonable under the circumstances in order to
preserve and enhance the value of the Partnership's assets. See Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

Competitive Conditions:

Since the principal business of the Partnership is to own and operate real
estate, the Partnership is subject to all of the risks incident to ownership of
real estate and interests therein, many of which relate to the illiquidity of
this type of investment. These risks include changes in general or local
economic conditions, changes in supply or demand for competing properties in an
area, changes in interest rates and availability of permanent mortgage funds
which may render the sale or refinancing of a property difficult or
unattractive, changes in real estate and zoning laws, increases in real property
tax rates and Federal or local economic or rent controls. The illiquidity of
real estate investments generally impairs the ability of the Partnership to
respond promptly to changed circumstances. The Partnership competes with
numerous established companies, private investors (including foreign investors),
real estate investment trusts, limited partnerships and other entities (many of
which have greater resources than the Partnership) in connection with the sale,
financing and leasing of properties. The impact of these risks on the
Partnership, including losses from operations and foreclosures of the
Partnership's properties, is described in Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations. See Item 2 -
Properties for a discussion of competitive conditions at the Partnership's
properties.

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 December 31, 1996. 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.

Other Information:

The environmental laws of the Federal government and of certain state and local
governments impose liability on current property owners for the clean-up of
hazardous and toxic substances discharged on the property. This liability may be
imposed without regard to the timing, cause or person responsible for the
release of such substances onto the property. The Partnership could be subject
to such liability in the event that it owns properties having such environmental
problems. The Partnership has no knowledge of any pending claims or proceedings
regarding such environmental problems.

In August 1995, High River Limited Partnership, a Delaware limited partnership
controlled by Carl C. Icahn ("High River") made an unsolicited tender offer to
purchase from holders of Units up to approximately 45% of the outstanding Units
of the Partnership for a purchase price of $95 per Unit. In September 1996, High
River made another unsolicited tender offer to purchase any and all of the
outstanding Units of the Partnership for a purchase price of $95 per Unit. In
addition, High River made unsolicited tender offers for certain other
partnerships controlled by the General Partner. The Partnership recommended that
the limited partners reject the tender offers made with respect to the
Partnership and not tender their Units. The General Partner believes that as of
January 31, 1997, High River has purchased approximately 11.99% of the
outstanding Units pursuant to the tender offers. In addition, all litigation
filed by High River, Mr. Icahn and his affiliates in connection with the tender
offers has been dismissed without prejudice.

ITEM 2. PROPERTIES
- ------- ----------

The following table sets forth the real estate investment portfolio of the
Partnership at December 31, 1996. The buildings and the land on which they are
located are owned by the Partnership in fee, subject in each case to a first
lien deed of trust as set forth more fully in Item 8 - Note 5 - "Mortgage Notes
Payable." See also Item 8 - Note 4 - "Real Estate Investments" and Item 8 -
Schedule III - "Real Estate Investments and Accumulated Depreciation and
Amortization." In the opinion of management, the properties are adequately
covered by insurance.

Net Basis 1996 Date
Property Description of Property Debt Property Tax Acquired
- -------- ----------- ----------- ---- ------------ ---------

Real Estate Investments:

Embarcadero
Club (1) Apartments
College Park, GA 404 units $ 6,724,801 $ 7,680,034 $ 122,810 9/84

Tanglewood
Village (2) Apartments
Carson City, NV 130 units 3,342,390 2,761,777 41,064 6/86

Thunder Hollow (3)
Bensalem Apartments
Township, PA 301 units 7,905,162 9,513,932 262,183 11/84

Windrock (4) Apartments
El Paso, TX 150 units 3,684,613 3,412,935 100,981 10/84
------------ ------------ ----------

$ 21,656,966 $ 23,368,678 $ 527,038
============= ============ ==========

Assets Held for Sale:

Country Hills
Plaza Retail Center
Ogden, UT 127,262 sq. ft. $ 3,787,273 $ 1,843,948 $ 104,081 6/84

Midvale Plaza Retail Center
Midvale, UT 100,051 sq. ft. 2,229,912 1,298,081 45,803 6/84

Redwood Plaza Retail Center
Salt Lake City, UT 86,369 sq. ft. 1,925,670 912,982 58,053 6/84
------------ ------------- ----------

$ 7,942,855 $ 4,055,011 $ 207,937
============= ============= ===========

- -----------------------------------------
Total: Apartments - 985 units
Retail centers - 313,682 sq. ft.

(1) Embarcadero Club Apartments is owned by Embarcadero Associates which
is wholly-owned by the Partnership and the General Partner.

(2) Tanglewood Village Apartments is owned by Tanglewood Fund XIV
Associates, L.P. which is wholly-owned by the Partnership and the
General Partner.

(3) Thunder Hollow Apartments is owned by Thunder Hollow Fund XIV Limited
Partnership which is wholly-owned by the Partnership.

(4) Windrock Apartments is owned by Windrock Fund XIV, L.P. which is
wholly-owned by the Partnership.

The following table sets forth the properties' occupancy rate and rent per
square foot for each of the last five years:

1996 1995 1994 1993 1992
------------- ------------- -------------- ------------- ----------

Real Estate Investments:

Embarcadero Club
Occupancy Rate............ 97% 99% 98% 88% 89%
Rent Per Square Foot...... $ 7.10 $ 6.89 $ 6.46 $ 6.12 $ 5.77

Tanglewood Village
Occupancy Rate............ 97% 98% 97% 99% 97%
Rent Per Square Foot...... $ 7.36 $ 7.35 $ 7.00 $ 6.64 $ 6.18

Thunder Hollow
Occupancy Rate............ 99% 97% 99% 100% 96%
Rent Per Square Foot...... $ 8.15 $ 7.76 $ 7.53 $ 7.18 $ 6.76

Windrock
Occupancy Rate............ 93% 75% 83% 91% 90%
Rent Per Square Foot...... $ 5.02 $ 5.01 $ 5.33 $ 5.11 $ 4.80

Assets Held for Sale:

Country Hills Plaza
Occupancy Rate............ 100% 100% 100% 97% 99%
Rent Per Square Foot...... $ 7.31 $ 7.38 $ 6.83 $ 6.88 $ 7.01

Midvale Plaza
Occupancy Rate............ 100% 100% 100% 96% 96%
Rent Per Square Foot...... $ 5.07 $ 4.96 $ 5.61 $ 4.97 $ 4.81

Redwood Plaza
Occupancy Rate............ 100% 100% 98% 76% 100%
Rent Per Square Foot...... $ 7.13 $ 7.04 $ 6.33 $ 5.28 $ 4.38

Occupancy rate represents all units leased divided by the total number of units
for residential properties and square footage leased divided by total square
footage for retail properties as of December 31 of the given year. Rent per
square foot represents all revenue, except interest, derived from the property's
operations divided by the leasable square footage of the property.

Competitive Conditions at Properties
- ------------------------------------

Country Hills Plaza has been able to achieve above market levels of occupancy
and net rental rates. Current occupancy is 100%. Two new retail centers were
opened to the north and south of Country Hills along the same major artery that
Country Hills is located; however, Country Hills continues to hold a strong
market position. Country Hills enjoys a good location next to a university and a
major medical center. Capital improvements made during 1995 have given the
property an updated, 90's look. The Partnership is marketing Country Hills Plaza
for sale.

The area surrounding Embarcadero Club Apartments has rebounded from the 1991
Eastern Airlines bankruptcy. Embarcadero Club is 2.5 miles from Atlanta's
Hartsfield International Airport. Area occupancy has improved to 94%, and
concessions granted to tenants are becoming rare. Embarcadero Club's occupancy
rate is at 97%, and concessions are no longer required to maintain that
occupancy rate. Embarcadero Club competes with both low end and high end
properties. Renovations in excess of $1,000,000 in the past four years have
added significantly to the property's competitiveness. No new construction is
planned for the area.

The lease covering Midvale Plaza's anchor tenant space was assigned to a new
tenant that has partially occupied the anchor tenant space. The property remains
100% leased with no leases coming up for renewal in 1997. The property enjoys an
excellent location at the intersection of two main thoroughfares. The principal
problem for the property is to maintain its clean appearance and curb appeal
relative to newer retail centers in the area. In this regard, capital
expenditures will be necessary to update the appearance of the property. The
Partnership is marketing Midvale Plaza for sale.

The area surrounding Redwood Plaza is transforming from a middle to low income
area to a growing commercial district. A new housing development is being
constructed immediately north of the property. Local businesses, such as
McDonnell Douglas, Litton Industries and Unisys, as well as one of the
property's tenants, the Utah Motor Vehicle Division, provide strong lunch time
traffic to the property. The Motor Vehicle Division is one of only three offices
in the Salt Lake Valley where motorists may renew their licenses. Occupancy is
projected to remain strong during 1997. The Partnership is marketing Redwood
Plaza for sale.

Tanglewood Village Apartments rental rates have increased ahead of its Carson
City competition due to the addition of a new swimming pool, renovation of the
clubhouse, and a unique floor plan mix. Occupancy rates for both the Carson City
area and Tanglewood Village average a strong 96%. Tanglewood Village has shown
strong earnings growth the past two years due to capital improvements. The
property is well located in an area projected to have a strong rental market for
the next three years.

Thunder Hollow Apartments has been able to maintain occupancy rates in excess of
the local market's 95% to 96% average occupancy rate even though it typically
has been able to obtain rental rates higher than its competition. The property
has some of the largest floor plans in its market, an especially attractive
feature for tenants with children. There has been no new multi-family
development in the market for several years. Competition is limited in this
market, but further increases in rental rates may be difficult to achieve due to
the predominantly blue collar demographics of the area and an overbuilt single
family home market.

The occupancy rate at Windrock Apartments recovered during 1996 to finish the
year at 93%, up from 75% a year earlier. The local economy is closely tied to
Mexico's economy which has been very unstable due to the peso's devaluation.
Windrock offers some unusually large floor plans in a secluded setting, but lack
of washer/dryer connections and limited parking space have been handicaps for
the property as it competes with newer properties with full amenity packages.
Capital improvements completed and planned are necessary for Windrock to compete
with newer properties in the area.

The following schedule shows lease expirations for each of the Partnership's
commercial properties for 1997 through 2006:

Number of Annual % of Gross
Expirations Square Feet Rent Annual Rent
----------- ----------- ------ -----------

Assets Held for Sale:

Country Hills Plaza
- -------------------
1997 2 4,764 $ 46,752 6%
1998 1 1,638 18,924 2%
1999 2 4,664 44,940 6%
2000 3 4,416 47,220 6%
2001 2 4,207 46,284 6%
2002 1 1,615 17,760 2%
2003 0 - - -
2004 1 37,123 120,276 16%
2005 0 - - -
2006 0 - - -

Midvale Plaza
- -------------
1997 0 - $ - -
1998 2 8,571 69,096 18%
1999 0 - - -
2000 1 4,131 31,416 8%
2001 1 25,143 69,144 18%
2002 0 - - -
2003 0 - - -
2004 1 15,818 69,360 18%
2005 0 - - -
2006 1 37,122 102,972 27%

Redwood Plaza
- -------------
1997 2 5,549 $ 32,844 6%
1998 3 5,330 37,860 7%
1999 3 4,856 35,484 7%
2000 2 28,313 86,940 17%
2001 1 3,040 55,632 11%
2002 0 - - -
2003 1 20,100 203,616 39%
2004 1 14,993 63,276 12%
2005 0 - - -
2006 0 - - -

No residential tenant leases 10% or more of the available rental space. The
following schedule reflects information on commercial tenants occupying 10% or
more of the leasable square feet for each property:

Nature of
Business Square Footage Lease
Use Leased Annual Rent Expiration
- --------- -------------- ----------- ----------

Assets Held for Sale:

Country Hills Plaza
- -------------------

Discount Store 37,123 $120,276 2004
Grocery Store 67,100 416,808 2013

Midvale Plaza
- -------------

Grocery Store 25,143 69,144 2001
Discount Store 15,818 69,360 2004
Home Supply Store 37,122 102,972 2006

Redwood Plaza
- -------------

Grocery Store 24,873 55,968 2000
Government Office 20,100 203,616 2003
Discount Store 14,993 63,276 2004

ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------

The Partnership is not party to, nor are any of the Partnership's properties the
subject of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

1) 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 (as defined in this Section 1,
the "Partnerships"). Plaintiffs allege that McNeil Investors, Inc., its
affiliate McNeil Real Estate Management, Inc. and three of their senior
officers and/or directors (as defined in this Section 1, 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. On January 7, 1997, the Court ordered consolidation with three
other similar actions listed below.

The Partnerships filed a demurrer to the complaint and a motion to strike
on February 14, 1997, seeking to dismiss the complaint in all respects. The
demurrer is pending. The Partnerships deny that there is any merit to
Plaintiff's allegations and intend to vigorously defend this action.

2) Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors, Inc., Robert
A. McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd.,
McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil
Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
XXV, L.P. - Superior Court of the State of California, County of Los
Angeles, Case No. BC133849 (Class Action Complaint). On January 7, 1997,
this action was consolidated by court order with Schofield, et al.,
referenced above.

3) Warren Heller v. McNeil Partners, L.P., McNeil Investors, Inc., Robert A.
McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil
Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real
Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate
Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
L.P. - Superior Court of the State of California, County of Los Angeles,
Case No. BC133957 (Class Action Complaint). On January 7, 1997, this action
was consolidated by court order with Schofield, et al., referenced above.

4) Robert Lewis v. McNeil Partners, L.P., McNeil Investors, Inc., Robert
A. McNeil et al. - In the District Court of Dallas County, Texas, A-14th
Judicial District, Cause No. 95-08535 (Class Action) - Plaintiff, Robert
Lewis, is a limited partner with McNeil Pacific Investors Fund 1972, Ltd.,
McNeil Real Estate Fund X, Ltd. and McNeil Real Estate Fund XV, Ltd.

On April 11, 1996, the action was dismissed without prejudice in
anticipation of consolidation with other class action complaints. On
January 7, 1997, this action was consolidated by court order with
Schofield, et al., referenced above.

For a discussion of the Southmark bankruptcy, see Item 1 - Business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND
- ------- ------------------------------------------------------------
RELATED SECURITY HOLDER MATTERS
-------------------------------

(A) There is no established public trading market for limited
partnership units, nor is one expected to develop.

(B) Title of Class Number of Record Unit Holders
-------------- -----------------------------

Limited partnership units 4,011 as of January 31, 1997

(C) No distributions were made to the limited partners during 1996 or
1995. Distributions to limited partners in 1997, if any, will be
limited to proceeds from the sale of the Partnership's properties
after repayment of related mortgage notes and maintenance of
adequate reserves of cash and cash equivalents.

The Partnership accrued distributions of $618,786 and $601,583 for
the benefit of the General Partner for the years ended December 31,
1996 and 1995, respectively, all of which remains unpaid at
December 31, 1996. These distributions are the MID pursuant to the
Amended Partnership Agreement. Payment of MID was suspended for
1994 and 1995. A $500,000 MID payment was made to the General
Partner in August 1996. The General Partner anticipates additional
MID payments in 1997. See Item 8 - Note 2 "Transactions with
Affiliates." See also Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations for a discussion
of the likelihood that the Partnership will resume distributions to
the limited partners.

ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------

The following table sets forth a summary of certain financial data for the
Partnership. This summary should be read in conjunction with the Partnership's
financial statements and notes thereto appearing in Item 8.

Statements of Years Ended December 31,
Operations 1996 1995 1994 1993 1992
- ------------------ ------------- ------------- -------------- ------------- -------------

Rental revenue................ $ 9,429,880 $ 9,188,439 $ 8,899,488 $ 8,881,991 $ 8,942,919
Gain on legal settlement...... - 39,841 - - -
Gain on involuntary
conversion................. - - 51,588 - -
Gain on disposition
of real estate............. - - - 627,902 -
Total revenue................. 9,536,634 9,350,464 8,988,225 9,539,165 9,046,359
Loss before extraordinary
item....................... (119,302) (331,176) (300,760) (626,596) (1,622,555)
Extraordinary gain on
extinguishment of debt..... - - - - 76,242
Net loss...................... (119,302) (331,176) (300,760) (626,596) (1,546,313)

Net loss per limited
partnership unit:
Loss before extraordinary
item....................... $ (1.36) $ (3.79) $ (3.44) $ (7.17) $ (18.55)
Extraordinary gain on
extinguishment of debt..... - - - - .87
------------ ----------- ------------- ------------ ------------

Net loss per limited
partnership unit........... $ (1.36) $ (3.79) $ (3.44) $ (7.17) $ (17.68)
============ =========== ============= =========== ============

As of December 31,
Balance Sheets 1996 1995 1994 1993 1992
- -------------- ------------- ------------- -------------- ------------- -------------

Real estate investments,
net........................ $ 21,656,966 $ 30,950,884 $ 31,396,082 $ 32,248,606 $ 36,625,427
Assets held for sale.......... 7,942,855 - - - -
Total assets.................. 34,188,885 35,275,343 35,214,866 35,514,281 39,408,958
Mortgage notes payable,
net........................ 27,423,689 27,871,969 27,161,556 27,520,265 30,144,223
Partners' equity.............. 4,481,326 5,219,414 6,152,173 7,026,841 8,125,447

See Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations. The Partnership sold Ridgewood Park Apartments on June
15, 1993.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------

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

The Partnership was formed to acquire, operate and ultimately dispose of a
portfolio of income-producing real properties. At the end of 1996, the
Partnership owned four apartment properties and three retail shopping centers.
On October 1, 1996, the Partnership placed its three retail shopping centers on
the market for sale. All of the Partnership's properties are subject to
mortgage notes.

On March 13, 1995, the Partnership refinanced Windrock Apartments with a new
$3,450,000 mortgage note. Proceeds from the new mortgage were used to pay off
the prior first and second mortgage notes encumbering Windrock Apartments, to
fund various escrows for the payment of property taxes, insurance, repairs and
replacements, and to pay for loan fees and other costs associated with obtaining
the new mortgage note. Residual proceeds of approximately $824,000 were added to
the Partnership's cash reserves. The Partnership's next maturing mortgage note
does not come due until April 1, 2002.

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

1996 compared to 1995

Revenue:

Thunder Hollow Apartments and Embarcadero Club Apartments accounted for most of
the Partnership's $241,441 or 2.6% increase in rental revenue in 1996 compared
to 1995. Base rental rates were increased at both properties. Vacancy losses
reduced the effect of the rental rate increases at Embarcadero Club, but
improving occupancy boosted the effect of the increases at Thunder Hollow
Apartments. Although Tanglewood Village Apartments increased base rental rates,
the increase was wholly offset by increased vacancy losses, leading to unchanged
rental revenue in 1996 compared to 1995. Rental revenue earned at Windrock
Apartments improved throughout 1996. Windrock Apartments began 1996 with an
occupancy rate of 75%, and increased occupancy to 93% at the end of 1996.
For the year, rental revenue rates and occupancy were unchanged from 1995.

All three of the Partnership's Utah retail shopping centers ended 1996 100%
leased. Good locations and a strong Utah economy have enabled the three
properties to continue to provide positive cash flow for the Partnership. A
decrease in expense recoveries from tenants led to a 0.9% decrease in rental
revenue at Country Hills. Redwood Plaza increased its rental revenue 1.4%
principally through increased rental rates on its newer leases. Midvale Plaza's
anchor tenant, a home supply store, vacated its space in June 1995. The anchor
tenant subsequently assigned its lease to a new tenant, a retail second hand
store, that has occupied 55% of the anchor tenant space. The remaining space
remains vacant, but under lease. For the year, Midvale Plaza increased rental
revenue 2.3% mostly through an increase in contingent rentals based on the sales
activity of the property's tenants.

Expenses:

Partnership expenses decreased $25,704 or 0.3% in 1996 compared to 1995. On a
combined basis, the Partnership reported a significant increases in repair and
maintenance expense and in general and administrative expenses, and significant
decreases in other property operating expenses and general and administrative
expenses paid to affiliates.

Repair and maintenance expenses increased $106,875 or 10.3% in 1996 compared to
1995. The increase was concentrated at the Partnership's residential properties.
Under the Partnership's capitalization policy, most expenditures for floor
covering replacements were capitalized in 1995. However, such expenditures were
generally expensed in 1996 because the level of such expenditures was not great
enough to qualify for capitalization. Floor covering expenses increased $48,563
in 1996 compared to 1995. Also a factor in the increase in repair and
maintenance was a $60,628 increase in snow removal expenses and other
storm-related clean up expenses incurred at Thunder Hollow Apartments.

General and administrative expenses increased $37,061 or 19% in 1996 compared to
1995. The Partnership incurred increased costs associated with the fees charged
by professionals such as appraisers, auditors and other consultants, as well a
7.9% increase in expenses associated with an unsolicited tender offer.

Other property operating expenses decreased $62,728 or 10.8% in 1996 compared to
1995. The Partnership incurred decreased expenses for property insurance and for
costs associated with credit and collection activities. These decreases were
concentrated at the Partnership's residential properties.

General and administrative expenses paid to affiliates decreased $79,472 or
21.3% in 1996 compared to 1995. The decrease was mainly due to a decrease in
overhead expenses allocated to the Partnership by McREMI. Such reimbursements
are paid in accordance with the Partnership's Amended Partnership Agreement.

1995 compared to 1994

Revenue:

The Partnership's rental revenue increased $288,951 or 3.2% in 1995 compared to
1994. Rental revenue increased at five of the Partnership's seven properties.
Base rental rates increased at all four of the Partnership's residential
properties. Occupancy rates increased at Tanglewood Village and Embarcadero
Club, leading to rental revenue gains of 5.0% and 6.6%, respectively. The
Partnership's capital improvement program has improved the attractiveness of
both properties to current and potential tenants. Although occupancy decreased
at Thunder Hollow, rental revenue still increased 3.1%. Rental losses, such as
vacancy, discounts or other concessions, increased at Windrock Apartments,
leading to a 5.9% decrease in rental revenue at the El Paso property. A weak
local economy, as well as competition from newer apartment communities
contributed to the decrease in rental revenue at Windrock.

All three of the Partnership's Utah strip shopping centers ended 1995 100%
leased. Good locations and a strong Utah economy have enabled the three
properties to continue to provide positive cash flow for the Partnership.
Capital improvements and an excellent location have enabled Country Hills to not
only compete with newer developments, but to increase occupancy and expense
recoveries from its tenants. Rental revenue at the Ogden property increased 8.1%
in 1995. Redwood Plaza increased its rental revenue by 11.1% as occupancy

significantly improved. Redwood Plaza has limited competition in a location that
is experiencing strong commercial growth. Midvale Plaza's anchor tenant vacated
its space in June 1995. Although the tenant continues to pay rent to the
Partnership, the "dark" space at the center has a negative impact on the
remaining tenants. Additionally, percentage rents and expense recoveries have
decreased significantly since the anchor tenant vacated. Rental revenue at the
suburban Salt Lake City property decreased 11.7% in 1995. Management is working
with the anchor tenant to either sublease the dark space or to find a
replacement tenant for the Partnership's own account. Midvale Plaza will likely
need capital improvement funds to update the property's appearance before it can
effectively compete with newer properties in the area.

Interest revenue increased more than three-fold to $122,184 during 1995. Steps
taken during the course of 1994 and 1995 to raise the Partnership's cash
reserves have resulted in increased funds invested in interest-bearing accounts.

The Partnership received $39,841 in cash and securities from Southmark
Corporation in settlement of the Partnership's claims in the Southmark
bankruptcy case. Proceeds from the settlement were recorded as a gain on legal
settlement in the second quarter of 1995.

Expenses:

Partnership expenses increased $392,655 or 4.2% in 1995 compared to 1994. On a
combined basis, increased expenses were concentrated in depreciation and
amortization, and general and administrative expenses.

Depreciation and amortization expense increased $180,712 or 9.1% in 1995
compared to 1994. Because of the $4.22 million invested in capital improvements
over the past three years, depreciation charges continue to increase. $1.74
million was invested in capital improvements during 1995. These capital
improvements are generally being depreciated over lives ranging from five to ten
years.

General and administrative expense increased $113,231 to $195,036 in 1995. The
Partnership incurred $150,133 of costs relating to evaluation and dissemination
of information with regards to an unsolicited tender offer. General and
administrative expenses paid to affiliates increased $26,368 or 7.6% in 1995.
Administrative expenses paid to affiliates increased due to a reduction in the
number of properties managed by McREMI over which such costs are allocated.

All other expense line items, both individually and as a group, increased less
than 4.2% in 1995 compared to 1994.

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

During the three year period ended December 31, 1996, the Partnership
experienced losses totaling $751,238. However, during the same three year
period, the Partnership generated $6,344,091 of cash flow from operating
activities. Cash flow from operations increased $780,893 to $2,408,791 in 1996
compared to 1995. The largest factor in the increase was a $421,991 decrease in
cash paid to affiliates. The Partnership's administrative reimbursements paid to
affiliates in 1995 included reimbursements for both 1995 and 1994.
Reimbursements in 1996 reflect only the 1996 expenses.

The Partnership invested $834,036 in capital improvements in 1996, in addition
to the $1.74 and $1.17 million invested in 1995 and 1994, respectively. The
Partnership has budgeted an additional $483,000 for capital improvements in
1997.

As a result of the Partnership's improving cash position, the Partnership paid
$500,000 of MID to the General Partner in August 1996. MID payments had been
suspended since the beginning of 1994 to increase the cash reserves of the
Partnership. The Partnership anticipates further MID payments in 1997 if the
Partnership's properties continue to perform as anticipated.

In March 1995, the Partnership refinanced Windrock Apartments in a transaction
that yielded approximately $824,000 of financing proceeds to the Partnership,
after funding the required escrows and paying deferred borrowing costs related
to the financing. The Partnership's next mortgage balloon payment does not occur
until 2002.

Short Term Liquidity:

The Partnership expended considerable resources from 1993 through 1995 to
restore its properties to good operating condition. These expenditures have been
necessary to maintain the competitive position of the Partnership's aging
properties in each of their markets. The capital improvements made during the
three years have enabled the Partnership to increase its rental revenues and
reduce certain of its repairs and maintenance expenses. The Partnership has
budgeted an additional $483,000 of capital improvements for 1997, to be funded
from property operations.

At December 31, 1996, the Partnership held cash and cash equivalents of
$1,903,902. The General Partner considers this level of cash reserves to be
adequate to meet the Partnership's operating needs. The General Partner resumed
MID payments during 1996, and anticipates additional MID payments will be made
in 1997 if the Partnership's properties continue to perform as projected. The
General Partner believes that anticipated operating results for 1997 will be
sufficient to fund the Partnership's budgeted capital improvements for 1997 and
to repay the current portion of the Partnership's mortgage notes.

On October 1, 1996, the Partnership placed Country Hills Plaza, Midvale Plaza
and Redwood Plaza on the market for sale. As of December 31, 1996, the
Partnership signed an agreement to sell Country Hills Plaza. The sale is still
subject to contingencies, and there is no guarantee that the Partnership will in
fact be able to conclude the sale of Country Hills Plaza. The Partnership
anticipates that proceeds from the sale of these properties, after repayment of
the related mortgage notes, will be used to pay the MID and to pay distributions
to the limited partners.

Long Term Liquidity:

For the long-term, property operations will remain the primary source of funds.
In this regard, the General Partner expects that the $3.7 million of capital
improvements made by the Partnership during the past three years will yield
improved cash flow from property operations in the future. If the Partnership's
cash position deteriorates, the General Partner may elect to defer certain of
the capital improvements, except where such improvements are expected to
increase the competitiveness or marketability of the Partnership's properties.

Income Allocations and Distributions:

Terms of the Amended Partnership Agreement specify that net losses for financial
reporting purposes are allocated 99% to the limited partners and 1% to the
General Partner. Net income for financial reporting purposes is allocated to the
General Partner in an amount equal to the greater of (a) 1% of net income or (b)
the cumulative amount of the contingent portion of the MID paid for which no
income allocation has previously been made; any remaining net income is
allocated to the limited partners. Therefore, for each of the three years in the
period ended December 31, 1996, net losses of $1,193, $3,312 and $3,008,
respectively, were allocated to the General Partner. The limited partners
received allocations of net loss of $118,109, $327,864 and $297,752 for the
years ended December 31, 1996, 1995 and 1994, respectively.

Distributions to Unit holders have been suspended since 1986 as part of
management's policy of maintaining adequate cash reserves. 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 Unit
holders. The Partnership paid $500,000 of MID to the General Partner during
1996. No MID was paid during 1994 and 1995 due to the General Partner's decision
to defer payment of MID until such time as the Partnership's cash position
improved. The Partnership anticipates making additional MID payments during 1997
if the Partnership's properties continue to perform as projected.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------

Page
Number
------

INDEX TO FINANCIAL STATEMENTS

Financial Statements:

Report of Independent Public Accountants....................................... 18

Balance Sheets at December 31, 1996 and 1995................................... 19

Statements of Operations for each of the three years in the period
ended December 31, 1996..................................................... 20

Statements of Partners' Equity (Deficit) for each of the three years
in the period ended December 31, 1996....................................... 21

Statements of Cash Flows for each of the three years in the period
ended December 31, 1996..................................................... 22

Notes to Financial Statements.................................................. 24

Financial Statement Schedule:

Schedule III - Real Estate Investments and Accumulated
Depreciation and Amortization............................................ 34

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
McNeil Real Estate Fund XIV, Ltd.:

We have audited the accompanying balance sheets of McNeil Real Estate Fund XIV,
Ltd. (a California limited partnership) as of December 31, 1996 and 1995, and
the related statements of operations, partners' equity (deficit) and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements and the schedule referred to below are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements and the schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of McNeil Real Estate Fund XIV,
Ltd. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. The schedule has been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Dallas, Texas
March 10, 1997

McNEIL REAL ESTATE FUND XIV, LTD.

BALANCE SHEETS

December 31,
-----------------------------------
1996 1995
--------------- --------------

ASSETS
- ------

Real estate investments:

Land..................................................... $ 4,663,828 $ 6,833,471
Building and improvements................................ 35,944,879 45,953,575
-------------- -------------
40,608,707 52,787,046
Less: Accumulated depreciation and amortization......... (18,951,741) (21,836,162)
-------------- --------------
21,656,966 30,950,884

Assets held for sale........................................ 7,942,855 -

Cash and cash equivalents................................... 1,903,902 1,417,948
Cash segregated for security deposits....................... 399,366 370,097
Accounts receivable......................................... 385,721 350,823
Prepaid expenses and other assets........................... 173,908 200,574
Escrow deposits............................................. 681,430 844,622
Deferred borrowing costs, net of accumulated
amortization of $346,255 and $250,597 at
December 31, 1996 and 1995, respectively................. 1,044,737 1,140,395
-------------- -------------

$ 34,188,885 $ 35,275,343
============== =============

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

Mortgage notes payable, net................................. $ 27,423,689 $ 27,871,969
Accounts payable............................................ 103,747 166,434
Accrued property taxes...................................... 100,981 100,877
Accrued interest............................................ 197,124 201,267
Other accrued expenses...................................... 82,329 79,725
Payable to affiliates - General Partner..................... 1,388,371 1,255,290
Security deposits and deferred rental revenue............... 411,318 380,367
-------------- -------------
29,707,559 30,055,929
-------------- -------------

Partners' equity (deficit):
Limited partners - 100,000 limited partnership units
authorized; 86,534 limited partnership units issued
and outstanding at December 31, 1996 and 1995.......... 7,648,141 7,766,250
General Partner.......................................... (3,166,815) (2,546,836)
-------------- --------------
4,481,326 5,219,414
-------------- -------------

$ 34,188,885 $ 35,275,343
============== =============

See accompanying notes to financial statements.

McNEIL REAL ESTATE FUND XIV, LTD.

STATEMENTS OF OPERATIONS

For the Years Ended December 31,
----------------------------------------------------
1996 1995 1994
-------------- -------------- ---------------

Revenue:
Rental revenue.......................... $ 9,429,880 $ 9,188,439 $ 8,899,488
Interest................................ 106,754 122,184 37,149
Gain on legal settlement................ - 39,841 -
Gain on involuntary conversion.......... - - 51,588
------------- ------------- --------------
Total revenue......................... 9,536,634 9,350,464 8,988,225
------------- ------------- --------------

Expenses:
Interest................................ 2,682,467 2,694,731 2,720,260
Depreciation and amortization........... 2,185,099 2,171,607 1,990,895
Property taxes.......................... 713,729 719,183 711,473
Personnel expenses...................... 925,738 984,852 964,656
Repairs and maintenance................. 1,145,081 1,038,206 996,159
Utilities............................... 495,851 469,550 479,218
Property management fees -
affiliates............................ 465,738 456,139 441,082
Other property operating expenses....... 516,913 579,641 557,110
General and administrative.............. 232,097 195,036 81,805
General and administrative -
affiliates............................ 293,223 372,695 346,327
------------- ------------- --------------
Total expenses........................ 9,655,936 9,681,640 9,288,985
------------- ------------- --------------

Net loss................................... $ (119,302) $ (331,176) $ (300,760)
============= ============= ==============

Net loss allocated to limited
partners................................ $ (118,109) $ (327,864) $ (297,752)
Net loss allocated to General
Partner................................. (1,193) (3,312) (3,008)
------------- ------------- --------------

Net loss................................... $ (119,302) $ (331,176) $ (300,760)
============= ============= ==============

Net loss per limited partnership unit...... $ (1.36) $ (3.79) $ (3.44)
============= ============= ==============

See accompanying notes to financial statements.

McNEIL REAL ESTATE FUND XIV, LTD.

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

For the Years Ended December 31, 1996, 1995 and 1994

Total
Partners'
General Limited Equity
Partner Partners (Deficit)
---------------- ---------------- ---------------

Balance at December 31, 1993.............. $ (1,365,025) $ 8,391,866 $ 7,026,841

Net loss.................................. (3,008) (297,752) (300,760)

Management Incentive Distribution......... (573,908) - (573,908)
-------------- -------------- --------------

Balance at December 31, 1994.............. (1,941,941) 8,094,114 6,152,173

Net loss.................................. (3,312) (327,864) (331,176)

Management Incentive Distribution......... (601,583) - (601,583)
-------------- -------------- --------------

Balance at December 31, 1995.............. (2,546,836) 7,766,250 5,219,414

Net loss.................................. (1,193) (118,109) (119,302)

Management Incentive Distribution......... (618,786) - (618,786)
-------------- -------------- --------------

Balance at December 31, 1996.............. $ (3,166,815) $ 7,648,141 $ 4,481,326
============== ============== ==============

See accompanying notes to financial statements.

McNEIL REAL ESTATE FUND XIV, LTD.

STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

For the Years Ended December 31,
----------------------------------------------------
1996 1995 1994
--------------- --------------- ---------------

Cash flows from operating activities:
Cash received from tenants.............. $ 9,395,118 $ 9,215,001 $ 8,903,536
Cash paid to suppliers.................. (3,182,745) (3,400,938) (2,983,226)
Cash paid to affiliates................. (744,666) (1,166,657) (441,134)
Interest received....................... 106,754 122,184 37,149
Interest paid........................... (2,450,431) (2,477,133) (2,516,551)
Property taxes paid..................... (715,239) (704,400) (692,372)
Cash received from legal
settlement............................ - 39,841 -
------------- ------------- --------------
Net cash provided by operating
activities............................ 2,408,791 1,627,898 2,307,402
------------- ------------- --------------

Cash flows from investing activities:
Additions to real estate
investments........................... (834,036) (1,743,497) (1,166,250)
Insurance proceeds from gain on
involuntary conversion................ - 17,088 79,467
------------- ------------- --------------
Net cash used in investing activities...... (834,036) (1,726,409) (1,086,783)
------------- ------------- --------------

Cash flows from financing activities:
Principal payments on mortgage
notes payable......................... (588,801) (536,941) (494,746)
Deferred borrowing costs paid........... - (107,525) (12,065)
Net proceeds from refinancing of
mortgage notes payable................ - 1,115,767 -
Management Incentive Distribution....... (500,000) - -
------------- ------------- --------------
Net cash provided by (used in)
financing activities.................. (1,088,801) 471,301 (506,811)
------------- ------------- --------------

Net increase in cash and cash
equivalents........................... 485,954 372,790 713,808

Cash and cash equivalents at
beginning of year..................... 1,417,948 1,045,158 331,350
------------- ------------- --------------

Cash and cash equivalents at end
of year............................... $ 1,903,902 $ 1,417,948 $ 1,045,158
============= ============= ==============

See accompanying notes to financial statements.

McNEIL REAL ESTATE FUND XIV, LTD.

STATEMENTS OF CASH FLOWS

Reconciliation of Net Loss to Net Cash Provided by Operating Activities

For the Years Ended December 31,
-----------------------------------------------------
1996 1995 1994
--------------- --------------- ----------------

Net loss................................... $ (119,302) $ (331,176) $ (300,760)
------------- ------------- --------------

Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation and amortization........... 2,185,099 2,171,607 1,990,895
Amortization of deferred
borrowing costs....................... 95,658 88,026 71,255
Amortization of discounts on
mortgage notes payable................ 140,521 131,587 136,037
Gain on involuntary
conversion............................ - - (51,588)
Changes in assets and liabilities:
Cash segregated for security
deposits............................ (29,269) 2,060 10,172
Accounts receivable................... (34,898) 43,462 13,906
Prepaid expenses and other
assets............................. 26,666 29,947 26,897
Escrow deposits....................... 163,192 (188,855) 50,534
Accounts payable...................... (62,687) 11,363 (20,014)
Accrued property taxes................ 104 15,997 6,810
Accrued interest...................... (4,143) (2,015) (3,583)
Other accrued expenses................ 2,604 (1,880) 10,350
Payable to affiliates - General
Partner............................. 14,295 (337,823) 346,275
Security deposits and deferred
rental revenue...................... 30,951 (4,402) 20,216
------------- ------------- --------------
Total adjustments................. 2,528,093 1,959,074 2,608,162
------------- ------------- --------------

Net cash provided by operating
activities............................ $ 2,408,791 $ 1,627,898 $ 2,307,402
============= ============= ==============

See accompanying notes to financial statements.

McNEIL REAL ESTATE FUND XIV, LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------

Organization
- ------------

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. The Partnership has 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. At December 31, 1996, the Partnership
owned seven income-producing properties as described in Note 4 - Real Estate
Investments.

Basis of Presentation
- ---------------------

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP"). The preparation of financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The Partnership's financial statements include the accounts of the following
listed tier partnerships. These single asset tier partnerships were formed to
accommodate the refinancings of the related properties. The ownership interest
of the Partnership and the General Partner in each tier is detailed below. The
Partnership retains effective control of each tier partnership. The General
Partner's minority interest is not presented as it is either negative or
immaterial.

% of Ownership Interest
Tier Partnership Partnership General Partner
---------------- ----------- ---------------

Limited partnerships:
Tanglewood Fund XIV Associates, L.P. (b)... 99% 1%
Thunder Hollow Fund XIV Limited
Partnership (a) (b).................... 100 -
Windrock Fund XIV, L.P. (a) (c)............ 100 -

General partnerships:
Embarcadero Associates (b)............... 99 1

(a) The general partner of these partnerships is a corporation whose stock is
100% owned by the Partnership.

(b) Included in the financial statements for the years ended December 31, 1996,
1995 and 1994.

Real Estate Investments
- -----------------------

Real estate investments are generally stated at the lower of depreciated cost or
fair value. Real estate investments are reviewed for impairment whenever events
or changes in circumstances indicate that their carrying amounts may not be
recoverable. When the carrying value of a property exceeds the sum of all
estimated future cash flows, an impairment loss is recognized. At such time, a
write-down is recorded to reduce the basis of the property to its estimated
recoverable amount.

The Partnership's method of accounting for real estate investments is in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS 121"), which the Partnership adopted effective January 1, 1996. The
adoption of SFAS 121 did not have a material impact on the accompanying
financial statements.

Improvements and betterments are capitalized and expensed through depreciation
charges. Repairs and maintenance are charged to operations as incurred.

Assets Held for Sale
- --------------------

Assets held for sale are stated at the lower of depreciated cost or fair value
less costs to sell. Depreciation on these assets ceases at the time they are
placed on the market for sale.

Depreciation
- ------------

Buildings and improvements are depreciated using the straight-line method over
the estimated useful lives of the assets, ranging from 5 to 25 years. Tenant
improvements are amortized over the terms of the related tenant leases using the
straight-line method.

Cash and Cash Equivalents
- -------------------------

Cash and cash equivalents include cash on hand and cash on deposit with
financial institutions with original maturities of three months or less.
Carrying amounts for cash and cash equivalents approximate fair value.

Escrow Deposits
- ---------------

The Partnership is required to maintain escrow accounts in accordance with the
terms of various mortgage agreements. These escrow accounts are controlled by
the mortgagee and are used for payment of property taxes, hazard insurance,
capital improvements and/or property replacements. Carrying amounts for escrow
deposits approximate fair value.

Deferred Borrowing Costs
- ------------------------

Loan fees and other related costs incurred to obtain long-term financing on real
property are capitalized and amortized using a method that approximates the
effective interest method over the terms of the related mortgage notes.
Amortization of deferred borrowing costs is included in interest expense on the
Statements of Operations.

Discounts on Mortgage Notes Payable
- -----------------------------------

Discounts on mortgage notes payable are amortized over the remaining terms of
the related mortgage notes using the effective interest method. Amortization of
discounts on mortgage notes is included in interest expense on the Statements of
Operations.

Rental Revenue
- --------------

The Partnership leases its residential properties under short-term operating
leases. Lease terms generally are less than one year in duration. Rental income
is recognized as earned.

The Partnership leases its commercial properties under non-cancelable operating
leases. Certain leases provide concessions and/or periods of escalating or free
rent. Rental income is recognized on a straight-line basis over the term of the
related lease. The excess of rental income recognized over the contractual
rental payments is recorded as accrued rent receivable and is included in
accounts receivable on the Balance Sheets.

Income Taxes
- ------------

No provision for Federal income taxes is necessary in the financial statements
of the Partnership because, as a partnership, it is not subject to Federal
income tax and the tax effect of its activities accrues to the partners.

Allocation of Net Income and Net Loss
- -------------------------------------

Net losses of the Partnership for both financial statement and income tax
reporting purposes are allocated 99% to the limited partners and 1% to the
General Partner.

Net income of the Partnership for both financial statement and income tax
reporting purposes is allocated to the General Partner in an amount equal to the
greater of (a) 1% of net income or (b) the cumulative amount paid for the
Management Incentive Distribution ("MID") for which no income allocation has
previously been made (see Note 2 - "Transactions with Affiliates"). Any
remaining net income is allocated to the limited partners.

Federal income tax law provides that the allocation of loss to a partner will
not be recognized unless the allocation is in accordance with a partner's
interest in the partnership or the allocation has substantial economic effect.
Internal Revenue Code Section 704(b) and accompanying Treasury Regulations
establish criteria for allocation of partnership deductions attributable to
debt. The Partnership's tax allocations for 1996, 1995 and 1994 have been made
in accordance with these provisions.

Distributions
- -------------

Pursuant to the Amended Partnership Agreement and at the discretion of the
General Partner, distributions during each taxable year shall be made as
follows:

(a) First, to the General Partner, in an amount equal to the MID
(see Note 2 - "Transactions with Affiliates"); and

(b) any remaining distributable cash, as defined, shall be distributed 100%
to the limited partners.

No distributions were paid to the limited partners in 1996, 1995 or 1994. The
Partnership paid or accrued distributions of $618,786, $601,583 and $573,908 for
the benefit of the General Partner for the MID in 1996, 1995 and 1994,
respectively.

Net Loss Per Limited Partnership Unit
- -------------------------------------

Net loss per limited partnership unit ("Units") is computed by dividing net loss
allocated to the limited partners by the weighted average number of Units
outstanding. Per Unit information has been computed based on 86,534 Units
outstanding in 1996, 1995 and 1994.

NOTE 2 - TRANSACTIONS WITH AFFILIATES
- -------------------------------------

The Partnership pays property management fees equal to 5% of the Partnership's
gross rental receipts to McNeil Real Estate Management, Inc. ("McREMI"), an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential properties. McREMI may choose to perform leasing services for
the Partnership's commercial properties, in which case McREMI will receive a
property management fee equal to 3% of the gross rental receipts of the
Partnership's commercial properties plus a commission for performing leasing
services equal to the prevailing market rate for such services in the area where
the property is located.

The Partnership reimburses McREMI for its costs, including overhead, of
administering the Partnership's affairs.

Under terms of the Amended Partnership Agreement, the Partnership is paying MID
to the General Partner. The maximum MID is calculated as 1% of the tangible
asset value of the Partnership. The maximum MID percentage decreases subsequent
to 1999. 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
assets.

The MID will be paid to the extent of the lesser of the Partnership's excess
cash flow, as defined, or net operating income, as defined (the "Entitlement
Amount"), and may be paid (i) in cash, unless there is insufficient cash to pay
the distribution in which event any unpaid portion not taken in Units will be
deferred and is payable, without interest, from the first available cash and/or
(ii) in Units. A maximum of 50% of the MID may be paid in Units. The number of
Units issued in payment of the MID is based on the greater of $50 per Unit or
the net tangible asset value, as defined, per Unit. During 1996, 1995 and 1994,
no Units were issued as payment for the MID.

During 1991, the Partnership amended its capitalization policy and began
capitalizing certain costs of improvements and betterments which, under policies
of prior management, had been expensed when incurred. The purpose of the
amendment was to more properly recognize items which were capital in nature. The
effect of the amendment standing alone was evaluated at the time the change was
made and determined not to be material to the financial statements of the
Partnership in 1991, nor was it expected to be material in any future year.
However, the amendment does have a material effect on the calculation of the
Entitlement Amount which determines the amount of MID earned. Capital
improvements are excluded from cash flow, as defined. The majority of base
period cash flow was measured under the previous capitalization policy, while
incentive period cash flow is determined using the amended policy. Under the
amended policy, more items are capitalized, and cash flow increases. The
amendment of the capitalization policy did not materially affect the MID for
1996, 1995 or 1994 as the Entitlement Amount was sufficient to pay the MID
notwithstanding the amendment of the capitalization policy.

Any amount of MID that is paid to the General Partner in Units will be treated
as if cash is distributed to the General Partner and is then contributed to the
Partnership by the General Partner. The MID represents a return of equity to the
General Partner for increasing cash flow, as defined, and accordingly is treated
as a distribution.

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

For the Years Ended December 31,
----------------------------------------------------
1996 1995 1994
-------------- -------------- ---------------

Property management fees -
affiliates.............................. $ 465,738 $ 456,139 $ 441,082
Charged to general and
administrative - affiliates:
Partnership administration.............. 293,223 372,695 346,327
------------- ------------- --------------

$ 758,961 $ 828,834 $ 787,409
============= ============= ==============

Charged to General Partner's deficit:
Management Incentive Distribution $ 618,786 $ 601,583 $ 573,908
============= ============= ==============

Payable to affiliates - General Partner at December 31, 1996 and 1995 consists
of reimbursable costs, property management fees and MID that are due and payable
from current operations.

NOTE 3 - TAXABLE LOSS
- ---------------------

McNeil Real Estate Fund XIV, Ltd. is a partnership and is not subject to Federal
and state income taxes. Accordingly, no recognition has been given to income
taxes in the accompanying financial statements of the Partnership since the
income or loss of the Partnership is to be included in the tax returns of the
individual partners. The tax returns of the Partnership are subject to
examination by Federal and state taxing authorities. If such examinations result
in adjustments to distributive shares of taxable income or loss, the tax
liability of the partners could be adjusted accordingly.

The Partnership's net assets and liabilities for tax purposes exceeded the net
assets and liabilities for financial reporting purposes by $1,802,969,
$1,331,413 and $873,565 in 1996, 1995 and 1994, respectively.

NOTE 4 - REAL ESTATE INVESTMENTS
- --------------------------------

The basis and accumulated depreciation of the Partnership's real estate
investments at December 31, 1996 and 1995 are set forth in the following tables:

Buildings and Accumulated Net Book
1996 Land Improvements Depreciation Value
---- -------------- ------------ ------------ ---------------

Embarcadero Club
College Park, GA $ 1,216,712 $ 12,312,055 $ (6,803,966) $ 6,724,801
Tanglewood Village
Carson City, NV 705,859 5,031,895 (2,395,364) 3,342,390
Thunder Hollow
Bensalem Township, PA 1,837,539 12,883,353 (6,815,730) 7,905,162
Windrock
El Paso, TX 903,718 5,717,576 (2,936,681) 3,684,613
------------- ------------- ------------- -------------

$ 4,663,828 $ 35,944,879 $ (18,951,741) $ 21,656,966
============= ============= ============= =============

Buildings and Accumulated Net Book
1995 Land Improvements Depreciation Value
---- -------------- ------------ ------------ ----------------

Country Hills Plaza
Ogden, UT $ 767,662 $ 5,457,141 $ (2,278,024) $ 3,946,779
Embarcadero Club 1,216,712 12,161,392 (6,216,068) 7,162,036
Midvale Plaza
Midvale, UT 783,169 2,772,471 (1,336,058) 2,219,582
Redwood Plaza
Salt Lake City, UT 618,812 2,460,573 (1,098,630) 1,980,755
Tanglewood Village 705,859 4,831,955 (2,130,987) 3,406,827
Thunder Hollow 1,837,539 12,670,168 (6,154,540) 8,353,167
Windrock 903,718 5,599,875 (2,621,855) 3,881,738
------------- ------------- ------------- -------------

$ 6,833,471 $ 45,953,575 $ (21,836,162) $ 30,950,884
============= ============= ============= =============

On October 1, 1996, the General Partner placed Country Hills Plaza, Midvale
Plaza and Redwood Plaza on the market for sale. All three properties are
classified as assets held for sale at December 31, 1996. On December 31, 1996,
the Partnership entered into a contract to sell Country Hills Plaza to an
unaffiliated purchaser. The sale of Country Hills Plaza is scheduled to close
during the second quarter of 1997. The net book values of Country Hills Plaza,
Midvale Plaza and Redwood Plaza at December 31, 1996 were $3,787,273, $2,229,912
and $1,925,670, respectively.

The results of operations for the assets held for sale at December 31, 1996 are
$459,447, $297,444 and $220,928 for 1996, 1995 and 1994, respectively. Results
of operations are operating revenues less operating expenses including
depreciation and interest expense.

The Partnership leases its commercial properties under various non-cancelable
operating leases. Future minimum rents to be received for commercial properties,
which are classified as assets held for sale as of December 31, 1996, are as
follows:

1997............................ $ 1,615,000
1998............................ 1,523,000
1999............................ 1,434,000
2000............................ 1,368,000
2001............................ 1,144,000
Thereafter...................... 6,672,000
-----------

$ 13,756,000
===========

Future minimum rents do not include contingent rents based on sales volume of
tenants. Contingent rents amounted to $2,462, $3,489 and $45,121 for the years
ended December 31, 1996, 1995 and 1994, respectively. Future minimum rents also
do not include expense reimbursements for common area maintenance, property
taxes, and other expenses. These expense reimbursements amounted to $349,600,
$370,814 and $318,587 for the years ended December 31, 1996, 1995 and 1994,
respectively. These contingent rents and expense reimbursements, which are
comprised of amounts generated by assets held for sale, are included in rental
revenue on the Statements of Operations.

The Partnership's real estate investments and assets held for sale are
encumbered by mortgage notes as discussed in Note 5 - "Mortgage Notes Payable."

NOTE 5 - MORTGAGE NOTES PAYABLE
- -------------------------------

The following table sets forth the mortgage notes of the Partnership at December
31, 1996 and 1995. All mortgage notes are secured by real estate investments:

Mortgage Annual Monthly
Lien Interest Payments/ December 31,
Property Position (a) Rates % Maturity Date (d) 1996 1995
- -------- ------------- ------- ----------------- -------------- ---------------

Country Hills Plaza First 9.000 $ 24,742 07/04 (d) $ 2,255,102 $ 2,344,625
Discount (b) (411,154) (465,535)
------------ -------------
1,843,948 1,879,090
------------ -------------

Embarcadero Club First 7.875 57,280 12/23 7,680,034 7,759,181
------------ -------------

Midvale Plaza First 9.500 20,589 09/06 1,566,962 1,660,294
Discount (b) (268,881) (305,017)
------------ -------------
1,298,081 1,355,277
------------ -------------

Redwood Plaza First 9.875 $14,660 06/06 $ 1,081,583 $ 1,147,137
Discount (b) (168,601) (191,950)
------------ -------------
912,982 955,187
------------ -------------

Tanglewood Village First 6.750 20,176 11/18 2,761,777 2,815,481
------------ -------------

Thunder Hollow (c) First 8.150 82,131 07/03 (d) 9,726,634 9,911,243
Discount (b) (212,702) (239,357)
------------ -------------
9,513,932 9,671,886
------------ -------------

Windrock First 9.440 28,859 04/02 (d) 3,412,935 3,435,867
------------ -------------

$ 27,423,689 $ 27,871,969
============ =============

(a) The debt is non-recourse to the Partnership.

(b) The discount on the Thunder Hollow mortgage note is based on an effective
interest rate of 8.62%. All other discounts are based on effective
interest rates ranging from 12% to 14.4%.

(c) Financing was obtained in June 1993 under the terms of a Real Estate
Mortgage Investment Conduit financing. The note may not be prepaid in
whole or part before July 1998. Any prepayments made during the sixth or
seventh loan years are subject to a Yield Maintenance premium, as
defined.

(d) Balloon payments on the mortgage notes are due as follows:

Property Balloon Payment Date

Windrock $ 3,249,832 04/02
Thunder Hollow 8,080,794 07/03
Country Hills 1,253,951 07/04

Scheduled principal maturities of the mortgage notes under existing agreements,
before consideration of discounts of $1,061,338, are as follows:

1997 ......................... $ 641,418
1998 ......................... 698,580
1999 ......................... 761,011
2000 ......................... 829,088
2001.......................... 903,325
Thereafter ................... 24,651,605
-----------
$ 28,485,027
===========

Based on borrowing rates currently available to the Partnership for mortgage
loans with similar terms and average maturities, the fair value of the
Partnership's mortgage notes payable was approximately $27,340,000 and
$28,470,000 at December 31, 1996 and 1995, respectively.

NOTE 6 - REFINANCING OF MORTGAGE NOTE PAYABLE
- ---------------------------------------------

On March 13, 1995, the Partnership refinanced the Windrock mortgage note. The
new mortgage note, in the amount of $3,450,000, bears interest at 9.44% per
annum, and requires monthly principal and interest payments of $28,859. The
maturity date of the new mortgage note is April 1, 2002. Cash proceeds from the
refinancing transaction are as follows:

New loan proceeds ....................... $ 3,450,000
Existing first lien retired ............. (1,894,233)
Existing second lien retired ............ (440,000)
------------

Cash proceeds from refinancing .......... $ 1,115,767
============

The Partnership incurred $107,525 of deferred borrowing costs related to the
refinancing of the Windrock mortgage note. The Partnership was also required to
use $184,172 of the refinancing proceeds to fund various escrow accounts for the
payment of property taxes, hazard insurance and capital improvements.

NOTE 7 - GAIN ON INVOLUNTARY CONVERSION
- ---------------------------------------

On January 9, 1994, freezing weather caused $111,835 of damage to Thunder Hollow
Apartments. The Partnership received a total of $96,555 in insurance
reimbursements to cover the cost to repair Thunder Hollow Apartments. Insurance
reimbursements received in excess of the basis of the property damaged were
recorded as a $51,588 gain on involuntary conversion.

NOTE 8 - LEGAL PROCEEDINGS
- --------------------------

5) McNeil Pacific Investors Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil
Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real
Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate
Fund XXIV, L.P., and McNeil Real Estate Fund XXV, L.P. v. High River
Limited Partnership, Riverdale Investors Corp., Carl C. Icahn, and Unicorn
Associates Corporation - United States District Court for the Central
District of California, Case No. 96-5680SVW.

On August 12, 1996, High River Limited Partnership (as defined in this
Section 5, "High River"), a partnership controlled by Carl C. Icahn, sent a
letter to the partnerships referenced above demanding lists of the names,
current residences or business addresses and certain other information
concerning the Unitholders of such partnerships. On August 19, 1996, these
partnerships commenced the above action seeking, among other things, to
declare that such partnerships are not required to provide High River with
a current list of Unitholders on the grounds that the defendants commenced
a tender offer in violation of the federal securities laws by filing
certain Schedule 13D Amendments on August 5, 1996.

On October 16, 1996, the presiding judge denied the partnerships' requests
for a permanent and preliminary injunction to enjoin High River's tender
offers and granted the defendants request for an order directing the
partnerships to turn over current lists of Unitholders to High River
forthwith. On October 24, 1996, the partnerships delivered the Unitholder
lists to High River. The judge's decision resolved all the issues in the
action.

McNEIL REAL ESTATE FUND XIV, LTD.
SCHEDULE III
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 1996

Cumulative Costs
Initial Cost (b) Write-down Capitalized
Related (b) Buildings and and Permanent Subsequent
Description Encumbrances Land Improvements Impairment To Acquisition
- ----------- ------------ ---- -------------- ------------- --------------

APARTMENTS:

Embarcadero Club
College Park, GA $ 7,680,034 $ 1,216,712 $ 10,081,573 $ - $ 2,230,482

Tanglewood Village
Carson City, NV 2,761,777 705,859 4,004,394 - 1,027,501

Thunder Hollow
Bensalem
Township, PA 9,513,932 1,837,539 10,412,721 - 2,470,632

Windrock
El Paso, TX 3,412,935 903,718 4,490,001 (97,632) 1,325,207
-------------- -------------- -------------- ------------ -------------

$ 23,368,678 $ 4,663,828 $ 28,988,689 $ (97,632) $ 7,053,822
============== ============== ============== ============ =============

Assets Held for Sale (c):

Country Hills Plaza
Ogden, UT $ 1,843,948

Midvale Plaza
Midvale, UT 1,298,081

Redwood Plaza
Salt Lake City, UT 912,982
--------------
$ 4,055,011
==============

(b) The initial cost and encumbrances reflect the present value of future loan
payments discounted, if appropriate, at a rate estimated to be the
prevailing interest rate at the date of acquisition or refinancing.

(c) Assets held for sale are carried at the lower of depreciated cost or fair
value less costs to sell. Historical cost net of accumulated depreciation
and write-downs becomes the new cost basis when the asset is classified as
"held for sale." Depreciation ceases at the time the assets are placed on
the market for sale.

See accompanying notes to Schedule III.

McNEIL REAL ESTATE FUND XIV, LTD.
SCHEDULE III
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 1996

Gross Amount at
Which Carried at Close of Period Accumulated
Buildings and Depreciation
Description Land Improvements Total (a) and Amortization
- ----------- ---- -------------- --------- ----------------

APARTMENTS:

Embarcadero Club
College Park, GA $ 1,216,712 $ 12,312,055 $ 13,528,767 $ (6,803,966)

Tanglewood Village
Carson City, NV 705,859 5,031,895 5,737,754 (2,395,364)

Thunder Hollow
Bensalem
Township, PA 1,837,539 12,883,353 14,720,892 (6,815,730)

Windrock
El Paso, TX 903,718 5,717,576 6,621,294 (2,936,681)
------------- ------------- --------------- --------------

$ 4,663,828 $ 35,944,879 $ 40,608,707 $ (18,951,741)
============= ============= =============== ==============

Assets Held for Sale (c):

Country Hills Plaza
Ogden, UT $ 3,787,273

Midvale Plaza
Midvale, UT 2,229,912

Redwood Plaza
Salt Lake City, UT 1,925,670
--------------
$ 7,942,855
==============

(a) For Federal income tax purposes, the properties are depreciated over lives
ranging from 5-27.5 years using ACRS or MACRS methods. The aggregate cost
of real estate investments for Federal income tax purposes was
approximately $53,026,763 and accumulated depreciation was $28,162,356 at
December 31, 1996.

See accompanying notes to Schedule III.

McNEIL REAL ESTATE FUND XIV, LTD.
SCHEDULE III
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 1996

Date of Date Depreciable
Description Construction Acquired lives (years)
- ----------- ------------ -------- -------------

APARTMENTS:

Embarcadero Club
College Park, GA 1970/74 09/84 5-25

Tanglewood Village
Carson City, NV 1979 06/86 5-25

Thunder Hollow
Bensalem
Township, PA 1973 11/84 5-25

Windrock
El Paso, TX 1971 10/84 5-25

Assets Held for Sale:

Country Hills Plaza
Ogden, UT 1979 06/84

Midvale Plaza
Midvale, UT 1976 06/84

Redwood Plaza
Salt Lake City, UT 1976 06/84

See accompanying notes to Schedule III.

McNEIL REAL ESTATE FUND XIV, LTD.

Notes to Schedule III

Real Estate Investments and Accumulated Depreciation and Amortization

A summary of activity for the Partnership's real estate investments and
accumulated depreciation and amortization is as follows:

For the Years Ended December 31,
-----------------------------------------------------
1996 1995 1994
-------------- -------------- ----------------

Real estate investments:

Balance at beginning of year............... $ 52,787,046 $ 51,070,722 $ 49,948,804

Improvements............................... 771,475 1,743,497 1,166,250

Replacements............................... - (27,173) (44,332)

Reclassification of assets held
for sale................................ (12,949,814) - -
------------- ------------- --------------

Balance at end of year..................... $ 40,608,707 $ 52,787,046 $ 51,070,722
============= ============== ==============

Accumulated depreciation and amortization:

Balance at beginning of year............... $ 21,836,162 $ 19,674,640 $ 17,700,198

Depreciation and amortization.............. 2,185,099 2,171,607 1,990,895

Replacements............................... - (10,085) (16,453)

Reclassification of assets held
for sale................................ (5,069,520) - -
------------- ------------- --------------

Balance at end of year..................... $ 18,951,741 $ 21,836,162 $ 19,674,640
============= ============= ==============

Assets Held for Sale:

Balance at beginning of year............... $ -

Reclassification of assets held
for sale............................... 7,880,294

Improvements............................... 62,561
-------------

Balance at end of year..................... $ 7,942,855
=============

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ------- -----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------

Neither the Partnership nor the General Partner has any directors or executive
officers. The names and ages of, as well as the positions held by, the officers
and directors of McNeil Investors, Inc., the general partner of the General
Partner, are as follows:

Other Principal Occupations and Other
Name and Position Age Directorships During the Past 5 Years
- ----------------- --- -------------------------------------

Robert A. McNeil, 76 Mr. McNeil is also Chairman of the
Chairman of the Board and Director of McNeil Real Estate
Board and Director Management, Inc. ("McREMI") which is an
affiliate of the General Partner. He has
held the foregoing positions since the
formation of such entity in 1990. Mr.
McNeil received his B.A. degree from
Stanford University in 1942 and his
L.L.B. degree from Stanford Law School
in 1948. He is a member of the State Bar
of California and has been involved in
real estate acquisitions, mortgage
financing and real estate syndications
since 1960. From 1986 until active
operations of McREMI and McNeil
Partners, L.P. began in February 1991,
Mr. McNeil was a private investor. Mr.
McNeil has been a member of the
International Board of Directors of the
Salk Institute, which promotes research
in improvements in health care.

Carole J. McNeil 53 Mrs. McNeil is Co-Chairman, with
Co-Chairman of the husband Robert A. McNeil, of McNeil
Board Investors, Inc. Mrs. McNeil has twenty
years of real estate experience, most
recently as a private investor from 1986
to 1993. In 1982, she founded Ivory &
Associates, a commercial real estate
brokerage firm in San Francisco, CA.
Prior to that, she was a commercial real
estate agent and analyst with Marcus and
Millichap in San Francisco. In 1978,
Mrs. McNeil established the Escrow
Training Company, California's first
accredited commercial training program
for title company escrow officers and
real estate agents needing college
credits to qualify for brokerage
licenses. She began in real estate as
Manager and Marketing Director of Title
Insurance and Trust in Marin County, CA.
Mrs. McNeil serves on the International
Board of Directors of the Salk
Institute.

Other Principal Occupations and Other
Name and Position Age Directorships During the Past 5 Years
- ----------------- --- -------------------------------------

Ron K. Taylor 39 Mr. Taylor is the President and Chief
President and Executive Officer of McNeil Real Estate
Chief Executive Officer Management which is an affiliate of the
General Partner. Mr. Taylor has been in
this capacity since the resignation of
Donald K. Reed on March 4, 1997. Prior
to assuming his current
responsibilities, Mr. Taylor served as a
Senior Vice President of McREMI. Mr.
Taylor has been in this capacity since
McREMI commenced operations in 1991.
Prior to joining McREMI, Mr. Taylor
served as an Executive Vice President
for a national syndication/property
management firm. In this capacity, Mr.
Taylor had the responsibility for the
management and leasing of a 21,000,000
square foot portfolio of commercial
properties. Mr. Taylor has been actively
involved in the real estate industry
since 1983.

Each director shall serve until his successor shall have been duly elected and
qualified.

ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------

No direct compensation was paid or payable by the Partnership to directors or
officers (since it does not have any directors or officers) for the year ended
December 31, 1996, nor was any direct compensation paid or payable by the
Partnership to directors or officers of the general partner of the General
Partner for the year ended December 31, 1996. The Partnership has no plans to
pay any such remuneration to any directors or officers of the general partner of
the General Partner in the future.

See Item 13 - Certain Relationships and Related Transactions for amounts of
compensation and reimbursements paid by the Partnership to the General Partner
and its affiliates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------

(A) Security ownership of certain beneficial owners.

No individual or group, as defined by Section 13(d)(3) of the Securities
Exchange Act of 1934, known to the Partnership is the beneficial owner of
more than 5% of the Partnership's securities except for the following:

High River Limited Partnership, 100 S. Bedford Road, Mount Kisco, New
York, 10549, which owns 10,371 (11.99%) of the Partnership's Units as of
January 31, 1997.

(B) Security ownership of management.

As of January 31, 1997, the General Partner and its affiliates own 872 of
the Partnership's Units, which is approximately 1% of the 86,534
outstanding Units.

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------

Under terms of the Amended Partnership Agreement, the Partnership is paying a
MID to the General Partner. The maximum MID is calculated as 1% of the tangible
asset value of the Partnership. The maximum MID percentage decreases subsequent
to 1999. 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
assets.

The MID will be paid to the extent of the lesser of the Partnership's excess
cash flow, as defined, or net operating income (the "Entitlement Amount"), and
may be paid (i) in cash, unless there is insufficient cash to pay the
distribution, in which event any unpaid portion not taken in Units will be
deferred and is payable, without interest, from the first available cash and/or
(ii) in Units. A maximum of 50% of the MID may be paid in Units. The number of
Units issued in payment of the MID is based on the greater of $50 per Unit or
the net tangible asset value, as defined, per Unit. For the year ended December
31, 1996, the Partnership accrued MID in the amount of $618,786.

The Partnership pays property management fees equal to 5% of gross rental
receipts of the Partnership's properties to McREMI, an affiliate of the General
Partner, for providing property management services for the Partnership's
residential and commercial properties and leasing services for the Partnership's
residential properties. The Partnership reimburses McREMI for its costs,
including overhead, of administering the Partnership's affairs. For the year
ended December 31, 1996, the Partnership paid or accrued $758,961 in property
management fees and reimbursements.

See Item 1 - Business, Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations, and Item 8 - Note 2 -
"Transactions with Affiliates."

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- -------- -----------------------------------------------------------------

See accompanying Index to Financial Statements at Item 8.

(A) Exhibits

Exhibit
Number Description
------- -----------

3. Partnership Agreement dated April
30, 1982, and amended September 15,
1982, October 13, 1982, and February
1, 1983. (1)

3.1 Amended and Restated Limited
Partnership Agreement dated
September 20, 1991. (3)

3.2 Amendment No. 1 to the Amended and
Restated Partnership Agreement of
McNeil Real Estate Fund XIV, Ltd.,
dated to be effective as of July 31,
1993. (5)

3.3 Amendment No. 2 to the Amended and
Restated Partnership Agreement of
McNeil Real Estate Fund XIV, Ltd.,
dated March 8, 1994. (5)

10.1 Security Deed Note, dated November
16, 1988, between Embarcadero
Associates and American Mortgages,
Inc. (1)

10.2 Property Management Agreement,
dated September 12, 1991, between
McNeil Real Estate Fund XIV, Ltd.
and McNeil Real Estate Management,
Inc. (3)

10.3 Property Management Agreement,
dated September 12, 1991, between
Embarcadero Associates and McNeil
Real Estate Management, Inc. (3)

10.4 Property Management Agreement,
dated September 12, 1991, between
Tanglewood Village Associates and
McNeil Real Estate Management, Inc.
(3)

Exhibit
Number Description
------- -----------

10.5 Termination Agreement, dated
September 20, 1991, between McNeil
Real Estate Fund XIV, Ltd. and
McNeil Real Estate Management, Inc.
(3)

10.6 Termination Agreement, dated
September 20, 1991, between
Embarcadero Associates and McNeil
Real Estate Management, Inc. (3)

10.7 Termination Agreement, dated
September 20, 1991, between
Tanglewood Village Associates and
McNeil Real Estate Management, Inc.
(3)

10.8 Asset Management Agreement, dated
September 20, 1991, between McNeil
Real Estate Fund XIV, Ltd. and
McNeil Partners, L.P. (3)

10.9 Assignment and Assumption
Agreement Relating to McNeil Real
Estate Fund XIV, Ltd., dated
September 20, 1991, between McNeil
Partners, L.P. and Pacific Investors
Corporation. (3)

10.10 Assignment and Assumption
Agreement Relating to Embarcadero
Associates, dated September 20,
1991, between McNeil Partners, L.P.
and Pacific Investors Corporation.
(3)

10.11 Assignment and Assumption Agreement
Relating to Tanglewood Village
Associates, dated September 20,
1991, between McNeil Partners, L.P.
and Pacific Investors Corporation.
(3)

10.12 Amendment to Certificate of Limited
Partnership filed September 25,
1991, with the Secretary of State of
the State of California. (3)

10.13 Revolving Credit Agreement, dated
August 6, 1991, between McNeil
Partners, L.P. and certain
partnerships, including the
Registrant. (3)

Exhibit
Number Description
------- -----------

10.14 Amendment of Property Management
Agreement dated March 5, 1993
between McNeil Real Estate Fund XIV,
Ltd. and McNeil Real Estate
Management, Inc. (2)

10.15 Loan Agreement dated June 24, 1993
between Lexington Mortgage Company
and McNeil Real Estate Fund XIV,
Ltd., et. al. (4)

10.16 Master Property Management
Agreement, dated as of June 24,
1993, between McNeil Real Estate
Management, Inc. and Thunder Hollow
Fund XIV, Ltd. (5)

10.17 Multifamily Note dated March 13,
1995 between Washington Mortgage
Financial Group, Ltd. and Windrock
Fund XIV, L.P. (6)

10.18 Property Management Agreement dated
February 2, 1995 between Windrock
Fund XIV, L.P. and McNeil Real
Estate Management, Inc. (6)

10.19 Promissory Note, dated May 22, 1976,
between Price Rentals, Inc. and
Aetna Life Insurance Company. (6)

10.20 Promissory Note, dated August 19,
1976, between Midvale Plaza Company
and Aetna Life Insurance Company.
(6)

10.21 Promissory Note, dated May 5, 1978,
between Price Country Hills Company
and First Security State Bank. (6)

10.22 Deed of Trust Note, dated October
1, 1993, between Tanglewood Fund XIV
Associates Limited Partnership and
Love Funding Corporation. (6)

11. Statement regarding computation of
Net Income (Loss) per Limited
Partnership Unit (see Item 8 - Note
1 - "Organization and Summary of
Significant Accounting Policies").

Exhibit
Number Description

22. Following is a list of subsidiaries of the Partnership:

Names Under
Jurisdiction of Which It Is
Name of Subsidiary Incorporation Doing Business
------------------ --------------- --------------

Embarcadero Associates Georgia None

Tanglewood Fund XIV
Associates, L.P. Nevada None

Thunder Hollow Fund XIV
Limited Partnership Delaware None

Windrock Fund XIV, L.P. Texas None

27. Financial Data Schedule for the year ended December 31, 1996.

The Partnership has omitted instruments with respect to
long-term debt where the total amount of securities authorized
thereunder does not exceed 10% of the total assets of the
Partnership. The Partnership agrees to furnish a copy of each
such instrument to the Commission upon request.

(1) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund XIV, Ltd., on Form 10-K for the
period ended December 31, 1990, as
filed on March 29, 1991.

(2) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund XIV, Ltd., (Commission file
number 0-12915) on Form 10-K for the
period ended December 31, 1992, as
filed with the Securities and
Exchange Commission on March 30,
1993.

(3) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund XIV, Ltd. (Commission file
number 0-12915) for the period ended
December 31, 1991, as filed with the
Securities and Exchange Commission
on March 30, 1992.

(4) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund XI, Ltd. (Commission file
number 0-9783), on Form 10-K for the
period ended December 31, 1993, as
filed with the Securities and
Exchange Commission on March 30,
1994.

(5) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund XIV, Ltd. (Commission file
number 0-12915) for the period ended
December 31, 1993, as filed with the
Securities and Exchange Commission
on March 30, 1994.

(6) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund XIV, Ltd. (Commission file
number 0-12915) for the period ended
December 31, 1994, as filed with the
Securities and Exchange Commission
on March 30, 1995.

(B) Reports on Form 8-K. There were no reports on Form 8-K for the
quarter ended December 31, 1996.

McNEIL REAL ESTATE FUND XIV, LTD.
A Limited Partnership

SIGNATURE PAGE

Pursuant to the requirements of Section 13 or 15(d) 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 XIV, LTD.

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

By: McNeil Investors, Inc., General Partner

March 28, 1997 By: /s/ Robert A. McNeil
- -------------- ------------------------------------------
Date Robert A. McNeil
Chairman of the Board and Director
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

March 28, 1997 By: /s/ Ron K. Taylor
- -------------- ------------------------------------------
Date Ron K. Taylor
President and Director of McNeil
Investors, Inc.
(Principal Financial Officer)

March 28, 1997 By: /s/ Brandon K. Flaming
- -------------- ------------------------------------------
Date Brandon K. Flaming
Vice President of McNeil Investors, Inc.
(Principal Accounting Officer)