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                                                                EXHIBIT 99(c)(1)





                              DRAFT PRESS RELEASE


For Immediate Release                              Contact:
                                                   Sherri M. Herman
                                                   The Herman Group, Inc.
                                                   (800) 658-2007

                    MCNEIL PARTNERSHIPS RECOMMEND REJECTION
                           OF TEN ICAHN TENDER OFFERS

DALLAS, TEXAS, October 4, 1996 - Each of ten McNeil Real Estate limited
partnerships today announced that it recommends that unitholders reject the
unsolicited tender offer of High River Limited Partnership and Carl C. Icahn
and not tender their units pursuant to the offer.  Last year, Mr. Icahn
tendered for units of eight of such Partnerships and holders of more than 90%
of the outstanding units of each Partnership rejected his offer and did not
tender their units.  This year, each such Partnership obtained the independent
opinion of Crosson Dannis, Inc. that the consideration offered in each of the
offers is inadequate from a financial point of view to unitholders as a class
compared to the estimated present liquidation value of a unit.  One additional
Partnership did not receive such an opinion and did not make a recommendation
as to whether unitholders should reject or accept Mr. Icahn's offer.

              The ten Partnerships' Schedules 14D-9 filed today with the
Securities and Exchange Commission concluded, among other things, that:

       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.

              All of the Partnerships have commenced litigation against High
River, Mr. Icahn and their affiliates alleging, among other things, that the
offers were made in violation of the federal securities laws.