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


                                    FORM 10-Q



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


     For the period ended                 June 30, 1996
                         ------------------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-13356
                            --------



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





         California                                       33-0030615
- -------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification No.)




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



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


Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No___


                        MCNEIL REAL ESTATE FUND XXI, L.P.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
                                 BALANCE SHEETS
                                   (Unaudited)



                                                                           June 30,          December 31,
                                                                             1996                1995
                                                                       ---------------      --------------
ASSETS 
- ------
Real estate investments:
                                                                                                 
   Land.....................................................           $     3,607,306      $    3,607,306
   Buildings and improvements...............................                33,648,263          33,341,911
                                                                        --------------       -------------
                                                                            37,255,569          36,949,217
   Less:  Accumulated depreciation and amortization.........               (16,086,611)        (15,278,026)
                                                                        --------------       -------------
                                                                            21,168,958          21,671,191

Cash and cash equivalents...................................                 2,311,883           1,998,301
Cash segregated for security deposits.......................                   170,348             167,007
Accounts receivable, net of allowance for doubtful
   accounts of $1,800 at December 31, 1995..................                   152,630             176,462
Escrow deposits.............................................                   551,101             611,639
Deferred borrowing costs, net of accumulated
   amortization of $121,973 and $90,135 at June 30,
   1996 and December 31, 1995, respectively.................                   464,105             495,631
Prepaid expenses and other assets...........................                    61,896              58,418
                                                                        --------------       -------------
                                                                       $    24,880,921      $   25,178,649
                                                                        ==============       =============

LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------

Mortgage notes payable, net.................................           $    21,897,114      $   22,008,628
Mortgage note payable - affiliates..........................                   733,900             733,900
Accounts payable and accrued expenses.......................                   291,071             300,985
Accrued property taxes......................................                   312,523             338,135
Payable to affiliates.......................................                 4,587,084           4,217,978
Advances from affiliates....................................                   705,836             676,601
Security deposits and deferred rental revenue...............                   211,793             196,320
                                                                        --------------       -------------
                                                                            28,739,321          28,472,547
                                                                        --------------       -------------

Partners' deficit:
 Limited partners - 50,000 Units authorized; 47,288 and
   47,308 Units outstanding at June 30, 1996 and 
   December 31, 1995, respectively, (24,949 Current Income
   Units outstanding at June 30, 1996 and December 31, 1995
   and 22,339 and 22,359 Growth/Shelter Units outstanding
   at June 30, 1996 and December 31,1995, respectively)                     (3,502,204)         (2,943,347)
   General Partner..........................................                  (356,196)           (350,551)
                                                                        --------------       -------------
                                                                            (3,858,400)         (3,293,898)
                                                                        --------------       -------------
                                                                       $    24,880,921      $   25,178,649
                                                                        ==============       =============


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.

                        McNEIL REAL ESTATE FUND XXI, L.P.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                           Three Months Ended                      Six Months Ended
                                                  June 30,                              June 30,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------    ---------------    --------------     --------------
Revenue:
                                                                                             
   Rental revenue................     $    1,605,888     $    1,528,896    $    3,199,384     $    3,536,777
   Interest......................             31,826             33,919            53,875             59,242
   Gain on disposition of real
     estate......................                  -                  -                 -          1,615,811
                                       -------------      -------------     -------------      -------------
     Total revenue...............          1,637,714          1,562,815         3,253,259          5,211,830
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            471,064            554,370           984,980          1,303,673
   Interest - affiliates.........             29,853             34,058            59,845            134,304
   Depreciation and
     amortization................            405,871            382,359           808,585            907,598
   Property taxes................            125,445            124,257           245,136            298,137
   Personnel costs...............            168,161            184,114           375,353            414,084
   Utilities.....................             97,408            101,357           210,490            221,238
   Repair and maintenance........            175,433            165,503           351,538            347,943
   Property management
     fees - affiliates...........             85,525             80,281           167,347            193,546
   Other property operating
     expenses....................            106,291            120,605           212,560            275,595
   General and administrative....             17,630             18,371            33,573             37,178
   General and administrative -
     affiliates..................            187,047            211,042           368,354            407,487
                                       -------------      -------------     -------------      -------------
     Total expenses..............          1,869,728          1,976,317         3,817,761          4,540,783
                                       -------------      -------------     -------------      -------------

Net income (loss)................     $     (232,014)    $    (413,502)    $     (564,502)    $      671,047
                                       =============      ============      =============      =============

Net income (loss) allocable
   to limited partners - Current
   Income Unit...................     $      (20,881)    $    (37,215)     $      (50,805)    $       60,394
Net income (loss) allocable to
   to limited partners - Growth/
   Shelter Unit..................           (208,813)          (372,152)         (508,052)           603,942
Net income (loss) allocable
   to General Partner............             (2,320)            (4,135)           (5,645)             6,711
                                       -------------      -------------     -------------      -------------
Net income (loss)................     $     (232,014)    $     (413,502)   $     (564,502)    $      671,047
                                       =============      =============     =============      =============

Net income (loss) per limited 
   partnership unit:
   Current Income Units..........     $         (.84)    $       (1.49)    $       (2.04)     $         2.42
                                       =============      ============      =============      =============

   Growth/Shelter Units..........     $        (9.34)    $      (16.64)    $      (22.74)     $        27.01
                                       =============      ============      ============       =============


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.

                        McNEIL REAL ESTATE FUND XXI, L.P.

                         STATEMENTS OF PARTNERS' DEFICIT
                                   (Unaudited)

                 For the Six Months Ended June 30, 1996 and 1995







                                                                                                   Total
                                                     General                 Limited               Partners'
                                                     Partner                 Partners              Deficit
                                                 ---------------         ---------------       ---------------
                                                                                                  
Balance at December 31, 1994..............       $     (348,843)         $   (2,774,251)       $   (3,123,094)

Net income
   General Partner........................                6,711                       -                 6,711
   Current Income Units...................                    -                  60,394                60,394
   Growth/Shelter Units...................                    -                 603,942               603,942
                                                  -------------           -------------         -------------
Total net income..........................                6,711                 664,336               671,047
                                                  -------------           -------------         -------------

Balance at June 30, 1995..................       $     (342,132)         $   (2,109,915)       $   (2,452,047)
                                                  =============           =============         =============


Balance at December 31, 1995..............       $     (350,551)         $   (2,943,347)       $   (3,293,898)

Net loss
   General Partner........................               (5,645)                      -                (5,645)
   Current Income Units...................                    -                 (50,805)              (50,805)
   Growth/Shelter Units...................                    -                (508,052)             (508,052)
                                                  -------------           -------------         -------------
Total net loss............................               (5,645)               (558,857)             (564,502)
                                                  -------------           -------------         -------------

Balance at June 30, 1996..................       $     (356,196)         $   (3,502,204)       $   (3,858,400)
                                                  =============           =============         =============








The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.




                        McNEIL REAL ESTATE FUND XXI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                      Increase in Cash and Cash Equivalents


                                                                            Six Months Ended
                                                                                 June 30,
                                                                -------------------------------------------
                                                                      1996                        1995
                                                                -------------------       -----------------
Cash flows from operating activities:
                                                                                                 
   Cash received from tenants........................           $        3,231,345        $      3,711,266
   Cash paid to suppliers............................                   (1,170,281)             (1,189,938)
   Cash paid to affiliates...........................                     (166,595)               (202,292)
   Interest received.................................                       53,875                  49,815
   Interest received - affiliates....................                            -                  71,613
   Interest paid.....................................                     (944,609)             (1,293,137)
   Interest paid to affiliates.......................                      (24,443)               (483,854)
   Property taxes paid...............................                     (238,126)               (382,801)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      741,166                 280,672
                                                                 -----------------          --------------

Cash flows from investing activities:
   Additions to real estate investments..............                     (306,352)               (269,023)
   Net proceeds from disposition of real estate......                            -               2,199,917
   Repayment of advances to affiliates...............                            -                 300,000
                                                                 -----------------          --------------
Net cash provided by (used in)
   investing activities..............................                     (306,352)              2,230,894
                                                                 -----------------          --------------

Cash flows from financing activities:
   Deferred borrowing costs paid.....................                         (312)                      -
   Principal payments on mortgage notes
     payable.........................................                     (120,920)               (138,723)
   Repayment of advances from affiliates.............                            -                (973,000)
                                                                 -----------------          --------------
Net cash used in financing activities................                     (121,232)             (1,111,723)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                      313,582               1,399,843

Cash and cash equivalents at beginning of
   period............................................                    1,998,301               1,151,098
                                                                 -----------------          --------------

Cash and cash equivalents at end of period...........           $        2,311,883         $     2,550,941
                                                                 =================          ==============


The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.


                        McNEIL REAL ESTATE FUND XXI, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

           Reconciliation of Net Income (Loss) to Net Cash Provided by
                              Operating Activities




                                                                            Six Months Ended
                                                                                 June 30,
                                                                  ----------------------------------------
                                                                        1996                    1995
                                                                  -----------------        ---------------
                                                                                                 
Net income (loss)....................................             $       (564,502)        $       671,047
                                                                   ---------------          --------------

Adjustments to reconcile net income (loss) to
   net cash  provided by operating activities:
   Depreciation and amortization.....................                      808,585                 907,598
   Amortization of deferred borrowing costs..........                       31,838                  41,208
   Amortization of discounts on mortgage
     notes payable...................................                        9,406                  11,367
   Interest added to advances to affiliates,
     net of payments.................................                            -                  62,186
   Interest added to advances from affiliates,
     net of payments.................................                       29,235                (292,371)
   Gain on disposition of real estate................                            -              (1,615,811)
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                       (3,341)                 48,631
     Accounts receivable.............................                       23,832                 153,274
     Escrow deposits.................................                       60,538                 (23,381)
     Prepaid expenses and other assets...............                       (3,478)                (46,909)
     Accounts payable and accrued expenses...........                       (9,914)                 67,777
     Accrued property taxes..........................                      (25,612)                (74,421)
     Payable to affiliates...........................                      369,106                 398,741
     Security deposits and deferred rental
       revenue.......................................                       15,473                 (28,264)
                                                                   ---------------          --------------

       Total adjustments.............................                    1,305,668                (390,375)
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        741,166         $       280,672
                                                                   ===============          ==============



The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.




                        McNEIL REAL ESTATE FUND XXI, L.P.

                          Notes to Financial Statements
                                   (Unaudited)

                                  June 30, 1996

NOTE 1.
- -------

McNeil  Real Estate  Fund XXI,  L.P.,  (the  "Partnership"),  formerly  known as
Southmark Realty Partners,  Ltd. was organized on November 23, 1983 as a limited
partnership under the provisions of the California  Revised Limited  Partnership
Act to acquire and operate  commercial and residential  properties.  The general
partner of the Partnership is McNeil Partners,  L.P. (the "General Partner"),  a
Delaware limited partnership,  an affiliate of Robert A. McNeil ("McNeil").  The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 700, LB70, Dallas, Texas, 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of  operations  for the six months ended June 30, 1996 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1996.

NOTE 2.
- -------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1995,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XXI,  L.P. c/o McNeil Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
- -------

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will continue as a going concern.  The  Partnership  has previously
relied on advances  from  affiliates  to meet its debt  obligations  and to fund
capital improvements.  Additionally, the Partnership has had to defer payment of
payables to affiliates in order to meet its working capital needs. Additionally,
the  Partnership is faced with mortgage note  maturities of  approximately  $9.2
million in 1997 for which no extensions,  modifications or refinancings have yet
been negotiated.  There is no guarantee that such negotiations can be completed.
These  conditions raise  substantial  doubt about the  Partnership's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of these uncertainties.

NOTE 4.
- -------

Certain  reclassifications  have been made to prior period amounts to conform to
the current period presentation.




NOTE 5.
- -------

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts for its residential  properties and 6% of gross rental receipts for its
commercial  properties to McNeil Real Estate  Management,  Inc.  ("McREMI"),  an
affiliate of the General Partner, for providing property management services for
the Partnership's residential and commercial properties and leasing services for
its residential  properties.  McREMI may also choose to provide leasing services
for the Partnership's  commercial properties,  in which case McREMI will receive
property  management  fees from such  commercial  properties  equal to 3% of the
property's  gross  rental  receipts  plus  leasing   commissions  based  on  the
prevailing market rate for such services where the property is located.

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

The  Partnership  is paying an asset  management  fee  which is  payable  to the
General  Partner.  Through 1999, the Asset Management Fee is calculated as 1% of
the  Partnership's  tangible asset value.  Tangible asset value is determined by
using the greater of (i) an amount calculated by applying a capitalization  rate
of 9% to the annualized net operating income of each property or (ii) a value of
$10,000 per  apartment  unit for  residential  property and $50 per gross square
foot for commercial property to arrive at the property tangible asset value. The
property  tangible  asset  value is then  added to the book  value of all  other
assets excluding  intangible items. The fee percentage  decreases  subsequent to
1999.  Total  accrued  but  unpaid  asset  management  fees of  $2,733,637  were
outstanding at June 30, 1996.

The  Partnership  pays a disposition  fee to an affiliate of the General Partner
equal to 3% of the  gross  sales  price  for  brokerage  services  performed  in
connection  with the sale of the  Partnership's  properties.  The fee is due and
payable at the time the sale closes.  In  connection  with the sales of Suburban
Plaza and Wyoming Mall,  total accrued but unpaid  disposition  fees of $346,050
were outstanding at June 30, 1996 and December 31, 1995.

Prior  to the  restructuring  of the  Partnership,  affiliates  of the  Original
General  Partner  advanced  funds to enable the  Partnership to meet its working
capital requirements.  These advances were purchased by, and are now payable to,
the General Partner.

The total  advances  from  affiliates  at June 30,  1996 and  December  31, 1995
consisted of the following:

                                                         June 30,  December 31,
                                                           1996        1995
                                                        ---------  ------------

Advances purchased by General Partner................   $ 630,574    $ 630,574
Accrued interest payable.............................      75,262       46,027
                                                         --------     --------
                                                        $ 705,836    $ 676,601
                                                         ========     ========







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

                                                           Six Months Ended
                                                                June 30,
                                                        -----------------------
                                                            1996         1995
                                                        ---------    ----------

Property management fees.............................   $ 167,347    $  193,546
Charged to gain on disposition of real estate:
   Disposition fee...................................           -       346,050
Charged to interest -affiliates:
   Interest on advances from affiliates..............      29,235        55,374
   Interest on mortgage note payable - affiliates....      30,610        78,930
Charged to general and administrative -affiliates:
   Partnership administration........................     165,253       201,870
   Asset management fee..............................     203,101       205,617
                                                         --------     ---------
                                                        $ 595,546    $1,081,387
                                                         ========     =========

Payable to affiliates at June 30, 1996 and December 31, 1995 consisted primarily
of unpaid asset management fees, property management fees,  disposition fees and
partnership  general and  administrative  expenses  and are due and payable from
current operations.

NOTE 6.
- -------

On March 31, 1995,  Suburban  Plaza was sold to an  unrelated  third party for a
cash price of  $6,910,000.  Cash  proceeds and the gain on the  disposition  are
detailed below:

                                             Gain on Sale       Cash Proceeds
                                             ------------       -------------

Sales price..............................    $ 6,910,000         $ 6,910,000

Selling costs............................       (293,754)            (86,454)
Retirement of mortgage discount..........       (683,198)
Carrying value...........................     (3,691,594)
Accounts receivable......................       (315,979)
Deferred borrowing costs.................           (479)
Prepaid expenses.........................        (63,548)
                                              ----------

Gain on disposition of real estate......     $ 1,861,448
                                              ==========

Retirement of mortgage note.............                           (3,963,489)
Retirement of mortgage notes -
 affiliates.............................                           (1,331,000)
Accrued interest paid on retired notes..                             (146,111)
Real estate tax proration...............                              (38,368)
Credit for security deposit liability...                              (22,325)
                                                                   ----------
Net cash proceeds.......................                          $ 1,322,253
                                                                   ==========

On March 31, 1995,  Wyoming Mall was sold to an unrelated third party for a cash
price of $9,250,000. The Partnership had a 50% undivided interest in the assets,
liabilities  and  operations  of Wyoming  Mall,  owned  jointly with McNeil Real
Estate  Fund  XXII,  L.P.  Cash  proceeds  and the loss on the  disposition  are
detailed below:

                                             Gain on Sale        Cash Proceeds
                                             ------------       --------------

Sales price.............................     $ 4,625,000         $ 4,625,000

Selling costs...........................        (234,838)            (96,088)
Mortgage note prepayment penalty........        (138,441)           (138,441)
Carrying value..........................      (4,325,663)
Accounts receivable.....................         (81,749)
Deferred borrowing costs................         (49,910)
Prepaid expenses........................         (40,036)
                                              ----------

Loss on disposition of real estate.....      $  (245,637)
                                              ==========


Retirement of mortgage note.............                          (3,452,337)
Payment of 1994 taxes at closing........                             (23,735)
Real estate tax proration...............                             (14,154)
Credit for security deposit liability...                             (22,581)
                                                                  ----------
Net cash proceeds.......................                         $   877,664
                                                                  ==========


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

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

Net loss for the first six months of 1996 was $564,502 as compared to net income
of $671,047 for the same period in 1995.

On March 31, 1995,  Wyoming Mall was sold to an unrelated third party for a cash
price of $9,250,000. The Partnership had a 50% undivided interest in the assets,
liabilities  and  operations  of Wyoming  Mall,  owned  jointly with McNeil Real
Estate Fund XXII,  L.P. The  Partnership  received net cash proceeds of $877,664
from the sale of the property and recorded a loss on  disposition of real estate
of  $245,637.  The  Partnership  recorded  $256,873 of revenue  and  $268,760 of
expense for the first six months of 1995 for Wyoming Mall.

Suburban  Plaza  was  sold to an  unrelated  third  party  for a cash  price  of
$6,910,000.  The  Partnership  received  net cash  proceeds  of  $1,322,253  and
recorded a gain on  disposition of real estate of  $1,861,448.  The  Partnership
recorded $306,747 of revenue and $328,237 of expense for the first six months of
1995 for Suburban Plaza.




The Partnership's working capital needs have been supported by net proceeds from
the December  1993 sale of Hickory Lake  Apartments  and the March 1995 sales of
Suburban Plaza and Wyoming Mall and by deferring certain affiliate payables.

The Partnership  has had little ready cash reserves since its inception.  It has
been largely  dependent on  affiliates  to support its  operations.  Although no
additional advances from affiliates were required during the first six months of
1996, at June 30, 1996 the Partnership  owed affiliate  advances of $705,836 and
payables to affiliates for property  management  fees,  Partnership  general and
administrative  expenses,  asset  management fees and disposition  fees totaling
$4,587,084.

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

Revenue:

Rental  revenue  increased  by $76,992  for the three  months and  decreased  by
$337,393 for the six months ended June 30, 1996, as compared to the same periods
in 1995.  The overall  decrease was primarily due to the sales of Suburban Plaza
and Wyoming Mall, which contributed rental revenue of approximately $306,000 and
$254,000,  respectively,  in the  first  half of 1995.  Increased  occupancy  at
Bedford Green  Apartments and Wise County Plaza,  and increased  rental rates at
Governour's  Square  partially  offset the loss in rental  revenue from the sold
properties.

During the first half of 1995, the partnership  recognized a gain on disposition
of real estate on Suburban Plaza of $1,861,448 and a loss on the sale of Wyoming
Mall of $245,637.

Expenses:

Total  expenses  decreased by $106,589 and $723,022 for the three and six months
ended June 30, 1996, respectively,  as compared to the same periods in 1995. The
decreases in interest expense,  depreciation and amortization expense,  property
taxes,  personnel costs,  property  management fees and other property operating
expenses are  primarily  due to the sales of Suburban  Plaza and Wyoming Mall in
March 1995.

Interest -  affiliates  decreased  by $4,205 and  $74,459  for the three and six
months  ended June 30,  1996,  respectively,  as compared to the same periods in
1995.  The decrease was mainly due to the  repayment of $973,000 of advances and
$1,331,000 of mortgage notes payable from affiliates in the first half of 1995.

General and administrative - affiliates decreased by $23,995 and $39,133 for the
three and six months ended June 30, 1996, respectively,  as compared to the same
periods in 1995.  The  decrease  was mainly  due to a lower  amount of  overhead
expenses being allocated to the Partnership by McREMI.












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

At June 30, 1996, the Partnership held cash and cash equivalents of $2,311,883.

Cash of $741,166  was  provided  by  operating  activities  during the first six
months of 1996 as compared to $280,672  provided during the same period of 1995.
Cash  received from tenants,  cash paid to suppliers,  cash paid to  affiliates,
interest  paid,  and property  taxes paid decreased due to the sales of Suburban
Plaza and Wyoming  Mall.  No interest was received  from  affiliates  during the
first six months of 1996 since the previous  advances of $300,000 to McNeil Real
Estate Fund XXII,  L.P.  ("McNeil XXII") for Wyoming Mall were paid off in 1995.
With the  proceeds  from the sales of  Suburban  Plaza  and  Wyoming  Mall,  the
Partnership  was able to repay  $973,000 of advances and  $1,331,000 of mortgage
notes payable from  affiliates in the first half of 1995,  thereby  reducing the
interest paid to affiliates during the first half of 1996.

Cash used for additions to real estate totaled $306,352 for the six months ended
June 30, 1996 as compared to $269,023 for the same period of the prior year. The
Partnership received $2,199,917 of proceeds from the sales of Suburban Plaza and
Wyoming Mall during the first six months of 1995. Additionally,  the Partnership
received  $300,000 in 1995 from McNeil XXII for  repayment of previous  advances
for Wyoming Mall.

Principal  payments on mortgage notes payable totaled $120,920 for the first six
months of 1996 as compared to $138,723 for the same period in 1995. The decrease
was due to the  retirement  of the  mortgage  notes  related to Wyoming Mall and
Suburban Plaza when the properties were sold.

Short-term liquidity
- --------------------

For  the  remainder  of  1996,  present  cash  balances  and  operations  of the
properties  are  expected  to  provide  sufficient  cash  for  normal  operating
expenses,   debt  service  payments  and  budgeted  capital  improvements.   The
Partnership has no established  lines of credit from outside  sources.  Although
affiliates of the Partnership have previously funded cash deficits, there can be
no assurance the  Partnership  will receive  additional  funds.  Other  possible
actions  to resolve  cash  deficiencies  include  refinancing,  deferring  major
capital  or  repair   expenditures  on  Partnership   properties   except  where
improvements are expected to enhance the  competitiveness  and  marketability of
the properties,  deferring payables to or arranging financing from affiliates or
the ultimate sale of other properties.

The General  Partner has  established a revolving  credit facility not to exceed
$5,000,000  in the aggregate  which is available on a "first-come  first-served"
basis  to  the  Partnership  and  other  affiliated  partnerships,   if  certain
conditions are met.  Borrowings  under the facility may be used to fund deferred
maintenance,  refinancing  obligations  and working  capital needs.  There is no
assurance  that the  Partnership  will  receive any  additional  funds under the
facility  because no amounts have been reserved for any particular  partnership.
As of June 30, 1996,  $4,082,159  remained  available  for  borrowing  under the
facility;  however,  additional  funds could be available as other  partnerships
repay existing  borrowings.  This  commitment  will terminate on March 26, 1997.
Additionally, the General Partner has, in its discretion,  advanced funds to the
Partnership in addition to the revolving credit facility. The General Partner is
not obligated to advance funds to the Partnership and there is no assurance that
the Partnership will receive additional funds.


Long-term liquidity
- -------------------

Operations of the  Partnership's  properties are expected to provide  sufficient
cash flow for operating expenses, debt service payments and capital improvements
in the foreseeable  future. The Partnership has significant  mortgage maturities
during 1997,  and management  expects to refinance  these mortgage notes as they
mature.  If management is unable to refinance the mortgage notes as they mature;
the  Partnership  will require  other sources of cash. No such sources have been
identified.

These  conditions raise  substantial  doubt about the  Partnership's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of these uncertainties.

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

To maintain adequate cash balances of the Partnership,  distributions to Current
Income Unit holders were suspended in 1989.  There have been no distributions to
Growth/Shelter  Units  holders.   Distributions  to  Unit  holders  will  remain
suspended  for the  foreseeable  future.  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.

                           PART II. OTHER INFORMATION

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

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------
         4.                         Amended and  Restated   Limited  Partnership
                                    Agreement  dated   March 26, 1992. (Incorpo-
                                    rated  by reference to the Current Report of
                                    the   Registrant on Form 8-K dated March 26,
                                    1992, as filed on April 9, 1992).

         11.                        Statement   regarding  computation   of  Net
                                    Income (Loss) per Limited  Partnership Unit:
                                    Net  income (loss)  per limited  partnership
                                    unit is  computed  by   dividing  net income
                                    (loss) allocated to the limited  partners by
                                    the  weighted  average   number  of  limited
                                    partnership   units  outstanding.  Per  unit
                                    information   has  been  computed  based  on
                                    24,949   Current  Income  Units  outstanding
                                    in 1996  and  1995  and  22,339  and  22,359
                                    Growth/Shelter  Units   outstanding in  1996
                                    and 1995, respectively.

         27.                        Financial   Data   Schedule  for the quarter
                                    ended June 30, 1996.

(b)      Reports on  Form   8-K.  There were no reports on Form 8-K filed during
         the quarter ended June 30, 1996.




                        MCNEIL REAL ESTATE FUND XXI, L.P.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized:



                              McNEIL REAL ESTATE FUND XXI, L.P.

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

                                    By: McNeil Investors, Inc., General Partner



August 14, 1996                     By: /s/ Donald K. Reed
- ------------------------                ---------------------------------------
Date                                    Donald K. Reed
                                        President and Chief Executive Officer




August 14, 1996                     By: /s/ Ron K. Taylor
- ------------------------                ---------------------------------------
Date                                    Ron K. Taylor
                                        Acting Chief Financial Officer of
                                        McNeil Investors, Inc.




August 14, 1996                     By: /s/ Carol A. Fahs
- ------------------------                ---------------------------------------
Date                                    Carol A. Fahs
                                        Chief Accounting Officer of McNeil Real
                                        Estate Management, Inc.