SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO THE
SCHEDULE 13E-3

Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

McNeil Real Estate Fund XXII, L.P.
---------------------------------------
(Name of Issuer)

McNeil Real Estate Fund XXII, L.P.
McNeil Partners, L.P.
McNeil Investors, Inc.
Robert A. McNeil
WXI/McN Realty L.L.C.
WXI/MNL Real Estate, L.L.C.
Whitehall Street Real Estate Limited Partnership XI
---------------------------------------
(Name of Person(s) Filing Statement)

Units of Limited Partnership Interest
---------------------------------------
(Title of Class of Securities)

N/A
---------------------------------------
(CUSIP Number of Class of Securities)

Ron K. Taylor
President
McNeil Investors, Inc.
13760 Noel Road, Suite 600
Dallas, Texas 75240
(972) 448-5800
---------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)

with a copy to:

Martha E. McGarry, Esq. Gary Israel, Esq. W. Scott Wallace, Esq.
Skadden, Arps, Slate, Sullivan & Cromwell Haynes & Boone, LLP
Meagher & Flom LLP 125 Broad Street 901 Main Street, Suite 3100
Four Times Square New York, New York 10004 Dallas, Texas 75202
New York, New York 10036 (212) 558-4000 (214) 651-5000
(212) 735-3000

This statement is filed in connection with (check the appropriate box):

(a) [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.

(b) [ ] The filing of a registration statement under the Securities Act of
1933.

(d) [ ] None of the above.

Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]

Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Amount of
valuation* Filing Fee**
- -------------------------------------------------------------------------------

$ 4,004,226 $ 800.85

- -------------------------------------------------------------------------------

* For purposes of calculating the filing fee only. This calculation assumes
the exchange of 19,493,088 current income units of limited partner interest
in the Issuer at $0.20 per unit in cash and 13,201,029 growth/shelter units
of limited partner interest in the issuer at $0.008 per unit in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(c) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the aggregate value of cash exchanged for such units.

[X] Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.

(1) Amount Previously Paid: $ 779.72 Filing Party: McNeil Real Estate
Fund XXII, L.P.

Form or Registration No.: Schedule 14A Date Filed: August 3, 1999

(2) Amount Previously Paid: $ 21.12 Filing Party: McNeil Real Estate
Fund XXII, L.P.

Form or Registration No.: Schedule 14A Date Filed: December 14, 1999

INTRODUCTION

This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Amendment") is being jointly filed by McNeil Real Estate Fund
XXII,L.P. (the "Partnership"), McNeil Partners, L.P. (the "General Partner"),
McNeil Investors, Inc. ("McNeil Investors"), Robert A. McNeil ("RAM"), WXI/McN
Realty L.L.C. (the "Purchaser"), WXI/MNL Real Estate, L.L.C. and Whitehall
Street Real Estate Limited Partnership XI (collectively, the "Filing Persons"),
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended,
and Rule 13e-3 thereunder, to amend and supplement the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Schedule 13E-3") filed by the Filing Persons
with the Securities and Exchange Commission (the "SEC") on December 14, 1999 in
connection with the transactions contemplated by the Master Agreement. Unless
otherwise indicated herein, each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Schedule 13E-3 or in the
Definitive Proxy Statement on Schedule 14A of the Partnership filed by the
Partnership on December 14, 1999 with the SEC (the "Proxy Statement").

This Amendment is being filed to reflect the filing by the Partnership
today with the SEC of a supplement to the Proxy Statement (the "Proxy Statement
Supplement"). The Proxy Statement Supplement also has been filed as an exhibit
to this Amendment.

CROSS-REFERENCE SHEET

The cross-reference to Item 16 is hereby amended by restating the cross-
reference in its entirety as follows:

Item in Schedule 13E-3 Location in Proxy Statement
- ---------------------- ---------------------------

"Item 16 ......................... Proxy Statement and Proxy Statement
Supplement, each in its entirety"

ITEM 16. ADDITIONAL INFORMATION.

Item 16 is hereby amended by restating the response to Item 16 in its
entirety as follows:

"The information contained in the Proxy Statement and the
information contained in the Proxy Statement Supplement each is
incorporated herein by reference in its entirety."

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

Item 17 is hereby amended and supplemented by adding the following exhibit:

(d)(4) Proxy Statement Supplement

SIGNATURE
---------

After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Amendment is true,
complete and correct.

Dated: January 13, 2000 McNEIL REAL ESTATE FUND XXII, L.P.

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

By: McNeil Investors, Inc.
Its: General Partner

By: /s/ Ron K. Taylor
-----------------------------
Name: Ron K. Taylor
Title: President

McNEIL PARTNERS, L.P.

By: McNeil Investors, Inc.
Its: General Partner

By: /s/ Ron K. Taylor
---------------------------------
Name: Ron K. Taylor
Title: President

McNEIL INVESTORS, INC.

By: /s/ Ron K. Taylor
---------------------------------
Name: Ron K. Taylor
Title: President

ROBERT A. McNEIL

By: /s/ Robert A. McNeil
---------------------------------
Name: Robert A. McNeil

WXI/McN REALTY L.L.C.

By: WXI/MNL Real Estate, L.L.C.
Its: Managing Member

By: Whitehall Street Real Estate Limited
Partnership XI
Its: Managing Member

By: WH Advisors, L.L.C. XI
Its: General Partner

By: /s/ Jonathan Langer
--------------------------------
Name: Jonathan Langer
Title: Vice President

WXI/MNL REAL ESTATE, L.L.C.

By: Whitehall Street Real Estate Limited
Partnership XI
Its: Managing Member

By: WH Advisors, L.L.C. XI
Its: General Partner

By: /s/ Jonathan Langer
--------------------------------
Name: Jonathan Langer
Title: Vice President

WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP XI

By: WH Advisors, L.L.C. XI
Its: General Partner

By: /s/ Jonathan Langer
--------------------------------
Name: Jonathan Langer
Title: Vice President

EXHIBIT INDEX

The Exhibit Index is hereby amended and supplemented by adding the
following exhibit:

(d)(4) Proxy Statement Supplement