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


                                   FORM 10-Q



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


      For the period ended      March 31, 1995
                           -------------------------------------------------

                                       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  0-14268




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





         California                                         33-0085680
- ----------------------------------------------------------------------------
(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 XXII, L.P.

                         PART I. FINANCIAL INFORMATION

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



                                                                              March 31,          December 31,
                                                                                1995                1994
                                                                             ---------            ---------
                                                                                            

ASSETS Real estate investments:
   Land.....................................................                $  380,414           $  380,414
   Buildings and improvements...............................                 9,586,787            9,579,406
                                                                             ---------            ---------
                                                                             9,967,201            9,959,820
   Less:  Accumulated depreciation and amortization.........                (4,417,666)          (4,327,711)
                                                                             ---------           ---------- 
                                                                             5,549,535            5,632,109

Asset held for sale.........................................                         -            4,393,157

Cash and cash equivalents ..................................                 1,369,042              589,211
Cash segregated for security deposits.......................                    94,816               87,838
Accounts receivable.........................................                     7,530              141,268
Escrow deposits.............................................                   189,781              357,858
Prepaid expenses and other assets, net......................                    17,415              112,720
                                                                             ---------           ----------
                                                                            $7,228,119          $11,314,161
                                                                             =========           ==========

LIABILITIES AND PARTNERS' DEFICIT

Mortgage notes payable, net.................................                $6,059,226           $9,534,751
Accrued property taxes .....................................                    52,179              234,143
Accounts payable and accrued expenses.......................                    81,235              147,771
Payable to affiliates - General Partner.....................                 1,706,546            1,501,947
Advances from affiliates - General Partner..................                   713,421              915,129
Security deposits and deferred rental income................                    76,868               91,066
                                                                             ---------           ----------
                                                                             8,689,475           12,424,807
                                                                             ---------           ----------

Partners' deficit:
   Limited partners - 55,000,000 Units  authorized;  33,268,117 
   Units issued and outstanding (19,875,588 Current Income 
   Units and 13,392,529  Growth/Shelter Units) at 
   March 31, 1995 and December 31, 1994.....................                (1,210,224)            (863,021)
   General Partner..........................................                  (251,132)            (247,625)
                                                                             ---------           ---------- 

                                                                            (1,461,356)          (1,110,646)
                                                                             ---------           ----------
                                                                            $7,228,119          $11,314,161
                                                                             =========           ==========






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 XXII, L.P.

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)



                                                                                     Three Months Ended
                                                                                           March 31,
                                                                                -----------------------------
                                                                                   1995                1994
                                                                                ---------            --------
                                                                                               

Revenue:
  Rental revenue...............................................                $  780,421           $ 705,283
  Interest.....................................................                     5,986               2,386
                                                                                ---------            --------
  Total revenue................................................                   786,407             707,669
                                                                                ---------            --------

Expenses:
  Interest.....................................................                   244,675             249,403
  Interest - affiliates........................................                    18,292              15,664
  Depreciation and amortization................................                   164,561             165,174
  Property taxes...............................................                    68,104              86,507
  Personnel costs..............................................                    97,688             100,588
  Utilities....................................................                    44,813              55,792
  Repairs and maintenance......................................                    81,265              67,007
  Property management fees - affiliates........................                    44,297              39,195
  Other property operating expenses............................                    42,184              38,284
  General and administrative...................................                    21,358              29,013
  General and administrative - affiliates......................                    64,243              70,211
  Loss on disposition of real estate...........................                   245,637                   -
                                                                                ---------           ---------
    Total expenses                                                              1,137,117            916,838
                                                                                ---------           ---------

Net loss.......................................................                $ (350,710)         $(202,169)
                                                                                 ========           ======== 

Net loss allocable to limited partners - Current Income Unit...                $  (31,564)         $ (18,825)
Net loss allocable to limited partners - Growth/Shelter Unit...                  (315,639)          (188,252)
Net loss allocable to General Partner..........................                    (3,507)            (2,092)
                                                                                 --------           -------- 
Net loss.......................................................                $ (350,710)         $(209,169)
                                                                                 ========           ======== 

Net loss per thousand limited partnership units:
Current Income Units...........................................                $    (1.59)         $    (.95)
                                                                                 ========           ======== 

Growth/shelter Units...........................................                $   (23.57)         $  (14.05)
                                                                                 ========           ======== 



















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 XXII, L.P.

                        STATEMENTS OF PARTNERS' DEFICIT
                                  (Unaudited)

               For the Three Months Ended March 31, 1995 and 1994




                                                                                                    Total
                                                       General                 Limited              Partners'
                                                       Partner                 Partners             Deficit
                                                       ---------               --------             ---------
                                                                                          

Balance at December 31, 1993..............            $(241,965)             $ (302,688)          $  (544,653)

Net loss
   General Partner........................               (2,092)                      -                (2,092)
   Current Income Units...................                    -                 (18,825)              (18,825)
   Growth/Shelter Units...................                    -                (188,252)             (188,252)
                                                       --------                --------            ---------- 
Total net loss............................               (2,092)               (207,077)             (209,169)
                                                       --------                --------            ---------- 

Balance at March 31,1994..................            $(244,057)            $  (509,765)          $  (753,822)
                                                       ========                ========            ========== 


Balance at December 31, 1994..............            $(247,625)            $  (863,021)          $(1,110,646)

Net loss
   General Partner........................               (3,507)                      -                (3,507)
   Current Income Units...................                    -                 (31,564)              (31,564)
   Growth/Shelter Units...................                    -                (315,639)             (315,639)
                                                       --------                --------            ---------- 
Total net loss............................               (3,507)               (347,203)             (350,710)
                                                       --------                --------            ---------- 

Balance at March 31, 1995.................            $(251,132)            $(1,210,224)          $(1,461,356)
                                                       ========               =========            ========== 




















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 XXII, L.P.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                     Increase in Cash and Cash Equivalents




                                                                                Three Months Ended
                                                                                      March 31,
                                                                         ----------------------------------
                                                                            1995                    1994
                                                                         ----------               ---------
                                                                                           
Cash flows from operating activities:
   Cash received from tenants........................                   $  828,847               $  827,259
   Cash paid to suppliers............................                     (296,834)               (295,578)
   Cash paid to affiliates...........................                      (42,691)                (38,273)
   Interest received.................................                        5,986                   2,386
   Interest paid.....................................                     (264,312)               (238,164)
   Interest paid to affiliates.......................                      (70,685)                      -
   Property taxes escrowed...........................                      (62,243)                (62,154)
                                                                         ---------               --------- 
Net cash provided by operating activities............                       98,068                 195,476
                                                                         ---------               ---------

Cash flows from investing activities:
   Additions to real estate investments..............                      (14,493)                 (4,664)
   Proceeds from sale of real estate.................                      877,664                       -
                                                                         ---------               ---------
Net cash provided by (used in)
   investing activities..............................                      863,171                  (4,664)
                                                                         ---------               --------- 

Cash flows from financing activities:
   Principal payments on mortgage notes
     payable.........................................                      (32,093)                (29,474)
   Advances from affiliates - General Partner........                            -                       -
   Repayment of advances from affiliates -
     General Partner.................................                     (149,315)                (20,874)
                                                                         ---------               --------- 
Net cash used in financing activities................                     (181,408)                (50,348)
                                                                         ---------               --------- 

Net increase in cash and cash equivalents............                      779,831                 140,464

Cash and cash equivalents at beginning of
   period............................................                      589,211                 378,420
                                                                         ---------               ---------

Cash and cash equivalents at end of period...........                   $1,369,042              $  518,884
                                                                         =========               =========









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 XXII, L.P.

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

               Reconciliation of Net Loss to Net Cash Provided by
                              Operating Activities



                                                                                Three Months Ended
                                                                                      March 31,
                                                                          --------------------------------
                                                                            1995                    1994
                                                                          --------                --------
                                                                                            
Net loss.............................................                    $(350,710)              $(209,169)
                                                                          --------                -------- 

Adjustments to reconcile net loss to net cash 
  provided by operating activities:
   Depreciation and amortization.....................                      164,561                 165,174
   Amortization of deferred borrowing costs..........                        2,936                   2,936
   Amortization of discounts on mortgage
     notes payable...................................                        8,905                   8,512
   Interest added to advances from affiliates -
     General Partner.................................                       18,292                  15,664
   Loss on disposition of real estate................                      245,637                       -
   Changes in assets and liabilities:................
     Cash segregated for security deposits...........                       (6,978)                   (226)
     Accounts receivable.............................                       51,989                  44,462
     Escrow deposits.................................                      168,077                 124,152
     Prepaid expenses and other assets...............                        2,423                  11,212
     Accrued property taxes..........................                     (144,075)               (107,740)
     Accounts payable and accrued expenses...........                      (66,536)                (13,509)
     Payable to affiliates - General Partner.........                       65,849                 144,011
     Advances from affiliates - General Partner......                      (70,685)                      -
     Security deposits and deferred rental
       income........................................                        8,383                   9,997
                                                                          --------                --------

       Total adjustments.............................                      448,778                 404,645
                                                                          --------                --------

Net cash provided by operating activities............                    $  98,068               $ 195,476
                                                                          ========                ========














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 XXII, L.P.

                         Notes to Financial Statements
                                  (Unaudited)

                                 March 31, 1995

NOTE 1.
- ------

McNeil Real Estate  Fund XXII,  L.P.,  (the  "Partnership"),  formerly  known as
Southmark  Realty  Partners  II, Ltd.,  was  organized on November 30, 1984 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 three months ended March 31, 1995 are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 1995.

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,  1994,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil Real Estate Fund XXII, 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 suffered
recurring  losses from  operations  and has a net  Partners'  deficit that raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

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 the gross rental
receipts for its  residential  property and 6% of gross rental  revenues for its
commercial  property to McNeil  Real  Estate  Management,  Inc.  ("McREMI"),  an
affiliate of McNeil, for providing property management and leasing services.

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






The  Partnership  is incurring an asset  management  fee which is payable to the
General  Partner.  Through 1999, the asset management fee is calculated as 1% of
the  Partnership's  tangible asset value.  Tangible asset value is determined by
using the greater of (i) an amount calculated by applying a capitalization  rate
of 9% to the annualized net operating income of each property or (ii) a value of
$10,000 per  apartment  unit for  residential  property and $50 per gross square
foot for commercial property to arrive at the property tangible asset value. The
property  tangible  asset  value is then  added to the book  value of all  other
assets excluding  intangible items. The fee percentage  decreases  subsequent to
1999.  Total  accrued  but  unpaid  asset  management  fees of  $1,106,502  were
outstanding at March 31, 1995.

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.  The Partnership  incurred $138,750 of such
fees for the period ended March 31, 1995 in connection  with the sale of Wyoming
Mall.

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 March 31, 1995,  $2,102,530  remained  available for  borrowing  under the
facility;  however,  additional  funds could be available as other  partnerships
repay existing borrowings.

The  General  Partner  has,  in its  discretion,  advanced  funds to enable  the
Partnership to meet its working capital requirements.  These advances, which are
unsecured  and due on  demand,  accrue  interest  at a rate  equal to the  prime
lending rate plus 1%.

McNeil Real Estate Fund XXI, L.P., an affiliate of the General Partner and joint
owner  of  Wyoming  Mall  has  advanced  funds  to the  Partnership  for  tenant
improvements  and operations at Wyoming Mall. The advances are unsecured and due
on demand and accrue interest at a rate of prime plus 3 1/2%.

The total  advances  from  affiliates  at March 31, 1995 and  December  31, 1994
consist of the following:




                                                                          March 31,             December 31,
                                                                            1995                    1994
                                                                         ----------             -----------
                                                                                           
Advance from General Partner - revolving
   credit facility........................................                $167,102                $167,102
Advances from General Partner - other.....................                 151,840                 301,155
Advances purchased by General Partner.....................                  16,397                  16,397
Advances from McNeil Real Estate Fund XXI, L.P............                 300,000                 300,000
Accrued interest payable..................................                  78,082                 130,475
                                                                           -------                 -------
                                                                          $713,421                $915,129
                                                                           =======                 =======


In April 1995,  the  Partnership  utilized the proceeds from the sale of Wyoming
Mall to  repay  all  outstanding  affiliate  advances  and the  related  accrued
interest.






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




                                                                               Three Months Ended
                                                                                     March 31,
                                                                         ---------------------------------
                                                                            1995                    1994
                                                                                             

Property management fees..................................                $ 44,297                $ 39,195
Charged to interest - affiliates:
   Interest on advances from affiliates - General
     Partner..............................................                  18,292                  15,664
Charged to loss on disposition of real estate:
   Disposition fee........................................                 138,750                       -
Charged to general and administrative -
   affiliates:
   Partnership administration.............................                  30,898                  29,555
   Asset management fee...................................                  33,345                  40,656
                                                                           -------                 -------
                                                                          $265,582                $125,070
                                                                           =======                 =======


NOTE 6.
- ------

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 XXI, L.P. Cash proceeds and the gain on the  disposition is 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
                                                                                                 =========


NOTE 7.
- ------

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, $29,292 in
cash,  and common and preferred  stock in the  reorganized  Southmark  currently
valued at  approximately  $9,500,  which  amounts  represent  the  Partnership's
pro-rata share of Southmark assets available for Class 8 Claimants.

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

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

The  Partnership  reported a net loss of $350,710  for the first three  months
of 1995 as compared to $209,169  for the same period in 1994.

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 XXI,  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  $228,620 of revenue  and  $329,545 of
expense for the first three months of 1995 for Wyoming Mall.

Harbour  Club  III  is  part  of  a  four-phase  apartment  complex  located  in
Belleville,  Michigan.  Phases I and II of the complex are owned by partnerships
in which McNeil Partners,  L.P. is the general partner;  while Phase IV is owned
by University Real Estate Fund 12, Ltd.,  ("UREF 12").  McREMI had been managing
all four phases of the complex until December 1992, when the property management
agreement  between  McREMI and UREF 12 was  canceled.  Additionally,  in January
1993,  Phase I defaulted  on the mortgage  loan to HUD and unless a  refinancing
agreement  can  be  reached  with  the  lender,   the  property  is  subject  to
foreclosure.  If Phase I is lost to foreclosure, it would be extremely difficult
to operate Phases II and III because the pool and clubhouse are located in Phase
I.

No additional  advances  from  affiliates  were required  during the first three
months  of 1995 and the  Partnership  was able to repay  $220,000  of  affiliate
advances and accrued interest.  The Partnership still owes affiliate advances of
$713,421 and has continued to defer certain affiliate  payables.  In April 1995,
the proceeds from the sale of Wyoming Mall enabled the  Partnership to repay the
remainder of the affiliate  advances as well as the  disposition  fee due to the
General Partner from the sale of Wyoming Mall.

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

Revenue:

Total  Partnership  revenues for the first three months of 1995 were $786,407 as
compared  to  $707,669  for the  first  three  months  of 1994.  Rental  revenue
increased  $75,138 for the three months ended March 31, 1995, as compared to the
same period in 1994,  primarily  due to increased  occupancy at Harbour Club III
Apartments.  Additionally,  Wyoming Mall received $30,000 from a tenant that had
terminated its lease in December 1994.

Expenses:

Total expenses  decreased $220,279 for the three months ended March 31, 1995, as
compared to the same period of 1994.  The 1995 expenses  include a $245,637 loss
on the sale of Wyoming Mall.

Property tax expense decreased $18,403 the three months ended March 31, 1995, as
compared to the same period of 1994,  primarily due to the reduction in property
tax expense at Harbour Club III  Apartments  that occurred from a successful tax
appeal.

Utilities  decreased  $10,979 for the first  quarter of 1995, as compared to the
same period of 1994. During the first quarter of 1994, utilities at Harbour Club
Apartments were higher than usual due to the harsh winter weather.  Such weather
conditions did not occur during the first quarter of 1995.

Repairs and  maintenance  expense  increased  $14,258 for the three months ended
March 31,  1995,  as compared to the same period of 1994.  Carpet and  appliance
replacements at Harbour Club III Apartments  increased  during the first quarter
of 1995 as compared to 1994 due to  increased  occupancy as well as a renovation
of vacant units to improve marketability.

Property  management fees increased  $5,102 for the three months ended March 31,
1995,  as  compared  to the same  period  of 1994 due to higher  rental  revenue
receipts on which the fee is based, as discussed above.

General and administrative  expenses decreased $7,655 for the three months ended
March 31,  1995,  as  compared to the same  period of 1994,  primarily  due to a
decrease in legal  expenses.  During the first quarter of 1994, the  Partnership
incurred approximately $8,000 in legal fees related to a pending case.

General and  administrative  - affiliates  decreased  $5,968 for the three ended
March 31, 1995, as compared to the same period of 1994.  Asset  management  fees
decreased  during  the first  three  months of 1995,  due to a  decrease  in the
tangible asset value of the Partnership, on which the fee is based.


LIQUIDITY AND CAPITAL RESOURCE
- ------------------------------

The Partnership was provided $98,068 of cash through operating activities during
the first three  months of 1995 as  compared to $195,476  for the same period in
1994. Due to the improved cash position, the Partnership was able to pay $70,685
of interest due to affiliates.  All other  operating cash items during the first
quarter of 1995 were comparable to 1994.

Net cash  provided by  investing  activities  was  $863,171  for the first three
months of 1995 as compared to $4,664 of cash used by  investing  activities  for
the same period of 1994. The Partnership received $877,664 of cash proceeds from
the sale of Wyoming  Mall during the first three  months of 1995.  Cash used for
additions to real estate  totaled  $14,493 during the first three months of 1995
as compared to $4,664  during the same period of 1994.  The  increase in capital
expenditures  is  primarily  due to an  ongoing  window  replacement  program at
Harbour Club III Apartments.

Net cash used in financing activities was $181,408 during the first three months
of 1995 as compared to $50,348 for the same period of 1994.  Principal  payments
on mortgage notes payable were comparable for the two periods.  During the first
three months of 1995,  the improved cash  position  enabled the  Partnership  to
repay $149,315 of advances from  affiliates of the General  Partner.  During the
first three months of 1994 the Partnership was able to repay $20,874 of advances
due to McNeil Real Estate Fund XXI, L.P., the joint owner of Wyoming Mall.

At March 31, 1995, the Partnership held cash and cash equivalents of $1,369,042.

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

The sale of Wyoming Mall provided the Partnership $877,664 of net cash proceeds.
In April  1995,  the  Partnership  utilized  the  sale  proceeds  to  repay  the
outstanding affiliate advances as well as the disposition fee due to the General
Partner for the sale of Wyoming Mall.

McNeil Real Estate Fund XXI,  L.P. has  advanced  funds to the  Partnership  for
tenant  improvements and operations at Wyoming Mall. The advances are unsecured,
due on demand and accrue interest at a rate of prime plus 3 1/2%. In April 1995,
the proceeds  from the sale of Wyoming  Mall were  utilized to repay the advance
plus the accrued interest due to McNeil Real Estate Fund XXI, L.P.

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 March 31, 1995,  $2,102,530  remained  available for  borrowing  under the
facility;  however,  additional  funds could be available as other  partnerships
repay  existing  borrowings.  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.

The  balance  of cash and cash  equivalents  can be  considered  no more  than a
minimum level of cash reserves for the remaining property's operations.  Harbour
Club III  Apartments  is expected to provide  sufficient  positive cash flow for
normal operations and debt service payments for the remainder of 1994.  However,
Harbour Club III is in need of major capital  improvements  in order to maintain
occupancy and rental rates at a level to continue to support operations and debt
service.  The necessary capital improvements will have to be funded from outside
sources.  No such sources have been identified.  Management is currently seeking
additional  financing to fund these improvements,  however such financing is not
assured.  If the  property  is  unable  to obtain  additional  funds and  cannot
maintain  operations  at a level to support its current  debt,  the property may
ultimately be foreclosed on by the lender.

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

While the outlook for maintenance of adequate levels of liquidity is adequate in
the short term, should operations  deteriorate and present cash resources become
insufficient to fund current needs, the Partnership  would require other sources
of working capital. No such sources have been identified. The Partnership has no
established  lines of credit from outside  sources.  Other  possible  actions to
resolve cash deficiencies include refinancing,  deferral of capital expenditures
except  where  improvements  are expected to increase  the  competitiveness  and
marketability  of the  properties,  arranging  financing from  affiliates or the
ultimate sale of the property. A sales or refinancing is a possibility only, and
there are at present no plans for any such sale or refinancing.

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 1988.  There have been no  distribution 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.
                                    (Incorporated  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 Loss per Thousand Limited  Partnership
                                    Units: Net loss per thousand limited  partnership units is computed by dividing
                                    net loss  allocated to the limited  partners by the weighted  average number of
                                    limited  partnership  units  outstanding  expressed  in  thousands.   Per  unit
                                    information  has been  computed  based on 19,876  and 19,903  weighted  average
                                    Current   Income   Units  (in   thousands)   outstanding   in  1995  and  1994,
                                    respectively,  and 13,393 and 13,398 weighted average  Growth/Shelter Units (in
                                    thousands) outstanding in 1995 and 1994, respectively.


(b)      Reports on Form 8-K. A current  report on Form 8-K dated March 31, 1995
         was filed on April 11,1995, reporting the sale of Wyoming Mall.






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

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

                                                        By: McNeil Investors, Inc., General Partner



       May 12, 1995                               By:   /s/ Donald K. Reed
- ----------------------------                            -------------------------------------------
Date                                                    Donald K. Reed
                                                        President and Chief Executive Officer



       May 12, 1995                                By:  /s/ Robert C. Irvine
- ----------------------------                            -------------------------------------------
Date                                                    Robert C. Irvine
                                                        Chief Financial Officer of McNeil Investors, Inc.
                                                        Principal Financial Officer


    
       May 12, 1995                                By:  /s/ Carol A. Fahs
- ----------------------------                            -------------------------------------------
Date                                                    Carol A. Fahs
                                                        Chief Accounting Officer of McNeil Real Estate
                                                        Management, Inc.