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                                                                EXHIBIT 99(a)(1)




                        MCNEIL REAL ESTATE FUND XV, LTD.

                                                                 October 4, 1996


Dear Unitholder:

Once again, Carl C. Icahn and his affiliate, High River Limited Partnership,
have made an offer to purchase your units at a price that is inadequate and not
in the best interests of either McNeil Real Estate Fund XV, Ltd. (the
"Partnership") or Unitholders.

IMPORTANT: Mr. Icahn's offer price is actually approximately $100.24 per Unit,
not $105.10 per Unit as misleadingly stated in his offer to purchase, because
pursuant to the terms of his offer the purchase price is to be reduced by $4.86
per Unit which, as Mr. Icahn well knows, was distributed to all Unitholders
(including Mr. Icahn) on August 30, 1996.

WHY DOES A SOPHISTICATED INVESTOR LIKE MR. ICAHN STILL WANT TO PURCHASE YOUR
UNITS -- THIS YEAR FOR APPROXIMATELY $100.24?  THE ANSWER IS RELATIVELY SIMPLE:
HE WANTS TO PROFIT SIGNIFICANTLY FROM HIS OWNERSHIP OF YOUR UNITS.  AS
DISCUSSED BELOW, AN INDEPENDENT ESTIMATE OF THE LIQUIDATION VALUE OF YOUR UNITS
IS BETWEEN $174 AND $184 PER UNIT.  FURTHER, AS DISCUSSED BELOW, THE
PARTNERSHIP WILL COMMENCE AN ORDERLY LIQUIDATION AND ANTICIPATES COMPLETING
THAT LIQUIDATION BY DECEMBER 2001, DURING WHICH TIME UNITHOLDERS WILL RECEIVE
CASH DISTRIBUTIONS FROM THE PROCEEDS OF SALES.

As you may remember, last year Mr. Icahn and his affiliates commenced
unsolicited tender offers for up to 45% of the outstanding units of limited
partnership interests in ten McNeil Real Estate funds, including the
Partnership.  In response, after fully considering his offer for your Units in
accordance with our fiduciary duties, we informed you that his offer was not in
the best interests of either the Partnership or Unitholders and we strongly
recommended that it be rejected because the price did not adequately reflect
the inherent values of your Units.  YOU AND THE HOLDERS OF 93.1% OF THE
PARTNERSHIP'S UNITS AGREED THAT MR. ICAHN'S OFFER WAS INADEQUATE, REJECTED HIS
OFFER AND DID NOT TENDER YOUR UNITS.

This time around Mr. Icahn is attempting to purchase any and all of the
outstanding Units in eleven McNeil Real Estate funds.  IN RESPONSE THIS YEAR,
THE PARTNERSHIP HAS RECEIVED THE INDEPENDENT OPINION OF ITS FINANCIAL ADVISOR,
CROSSON DANNIS, INC. ("CROSSON DANNIS"), THAT MR. ICAHN'S OFFER PRICE IS
INADEQUATE FROM A FINANCIAL POINT OF VIEW TO UNITHOLDERS AS DISCUSSED BELOW.
ONCE AGAIN, IN LIGHT OF ALL RELEVANT CIRCUMSTANCES, THE PARTNERSHIP DETERMINED
THAT MR.  ICAHN'S OFFER IS INADEQUATE, NOT IN THE BEST INTERESTS OF EITHER THE
PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY RECOMMEND THAT YOU REJECT IT.   The
Partnership reached this conclusion after considering a variety of factors,
including, but not limited to, the following:

INDEPENDENT OPINION OF LIQUIDATION VALUE.  The opinion of Crosson Dannis, dated
October 3, 1996, states that the consideration offered in Mr. Icahn's offer is
inadequate from a financial point of view to Unitholders compared to the
Present Estimated Liquidation Value (as defined below).  Crosson Dannis
prepared an estimate of the present value (the "Present Estimated Liquidation
Value") of a Unit based on the assumption that the Partnership commences a
theoretical orderly liquidation in January 1997 and completes that liquidation
by December 2001 (the "Assumed Liquidation").   THE PRESENT ESTIMATED
LIQUIDATION VALUE FOR THE PARTNERSHIP AS OF OCTOBER 3, 1996 IS BETWEEN $174 AND
$184 PER UNIT.  The Present Estimated Liquidation Value represents Crosson
Dannis' estimate of the present value of the
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gross cash distributions, approximately $288.00, that a Unitholder would
receive between now and the completion of the Assumed Liquidation.  It should
be noted that the Present Estimated Liquidation Value does not represent an
estimate by Crosson Dannis of the fair market value of a Unit.

PLANS TO LIQUIDATE THE PARTNERSHIP.  In April 1996, the Partnership announced
that it had determined to evaluate market and other economic conditions to
establish the optimum time to commence an orderly liquidation of the
Partnership's assets in accordance with the terms of its partnership agreement.
Taking such conditions as well as other pertinent information into account, we
have determined to begin an orderly liquidation of all the Partnership's
assets.  Although there can be no assurance as to the timing of any liquidation
due to real estate market conditions, the general difficulty of disposing of
real estate, and other general economic factors, it is anticipated that such
liquidation would result in the dissolution of the Partnership followed by a
liquidating distribution to Unitholders by December 2001.  You should note that
between 1993 and 1996, two properties were sold by the Partnership.

LIQUIDATION AND DISSOLUTION OF MCNEIL REAL ESTATE FUND V, LTD.  For example,
you should be aware that last August, Mr.  Icahn offered $400 per unit for
McNeil Real Estate Fund V, Ltd. which was significantly below our estimate of
the pro forma liquidation value of $667.30 per unit as of June 30, 1995.  In
response, we recommended that unitholders reject his offer because it did not
reflect the inherent value of the units and was not in the best interests of
either Fund V or its unitholders.  Holders of approximately 97.5% of Fund V's
units agreed in the fall of 1995 that Mr. Icahn's offer was inadequate,
rejected his offer and did not tender their units.  We are pleased to inform
you that, since then, Fund V distributed $83.40 cash to unitholders and, on
September 10, 1996, holders of more than 75% of Fund V's units which voted
approved the liquidation and dissolution of Fund V, pursuant to which it is
anticipated that all unitholders will receive a cash distribution of
approximately $643.07 per Unit, subject to reserves and adjustment, which
closely approximates our 1995 estimate of pro forma liquidation value.  TAKEN
TOGETHER WITH THE CASH DISTRIBUTIONS TO UNITHOLDERS, SUCH AMOUNT IS
APPROXIMATELY $326.47 PER UNIT (82%) HIGHER THAN MR. ICAHN'S 1995 OFFER PRICE.
Although there can be no assurance that a similar result will occur with the
Partnership or that any particular distribution per unit will be obtained, THE
LIQUIDATION AND DISSOLUTION OF FUND V AND THE OPINION OF CROSSON DANNIS PROVIDE
SOLID SUPPORT FOR OUR VIEW THAT MR. ICAHN'S CURRENT OFFER PRICE OF
APPROXIMATELY $100.24 FOR YOUR UNITS IS INADEQUATE AND NOT IN THE BEST
INTERESTS OF EITHER THE PARTNERSHIP OR UNITHOLDERS AND WE STRONGLY RECOMMEND
THAT YOU REJECT IT.

Attached is the Partnership's response to Mr. Icahn's offer which has been
filed with the Securities and Exchange Commission and is being mailed to all
Unitholders.  While we suggest you read the attached Schedule 14D-9 (the
"Response") in its entirety, you should be aware that Item 4 of the Response
sets forth the recommendation of the Partnership with respect to the Mr.
Icahn's offer and the background and reasons for the position taken by the
Partnership.

We will, of course, continue to keep you informed of significant events
concerning the Partnership.  In the event you have any questions concerning
this letter, please contact The Herman Group, Inc. which has been retained by
the Partnership to assist in our response to your inquiries, toll free at (800)
658-2007.

Very truly yours,



Donald K. Reed
McNeil Partners, L.P.
General Partner





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