SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                               SCHEDULE 14D-9
        SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)

       MCNEIL PACIFIC INVESTORS FUND 1972   MCNEIL REAL ESTATE FUND XIV, LTD.

       MCNEIL REAL ESTATE FUND V, LTD.      MCNEIL REAL ESTATE FUND XV, LTD.

       MCNEIL REAL ESTATE FUND IX, LTD.     MCNEIL REAL ESTATE FUND XX, L.P.

       MCNEIL REAL ESTATE FUND X, LTD.      MCNEIL REAL ESTATE FUND XXIV, L.P.

       MCNEIL REAL ESTATE FUND XI, LTD.     MCNEIL REAL ESTATE FUND XXV, L.P.
                              (NAME OF SUBJECT COMPANY)

                                MCNEIL PARTNERS, L.P.
                           (NAME OF PERSON FILING STATEMENT)

                                Limited Partnership Units
                              (TITLE OF CLASS OF SECURITIES)

                  582566 10 5                     582568 88 7
                  582568 20 0                     582568 50 7
                  582568 10 1                     None
                  582568 20 0                     582568 88 7
                  582568 30 9                     582568 87 9
                    (CUSIP NUMBERS OF CLASSES OF SECURITIES)

                                  Donald K. Reed
                                MCNEIL PARTNERS, L.P.
                           13760 Noel Road, Suite 700, LB70
                                 Dallas, Texas  75240
                                    (214) 448-5800
     (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
     RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
     FILING STATEMENT)

                                    Copy to:

                                Patrick J. Foye, Esq.
                        SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                 919 Third Avenue
                              New York, New York  10022
                                   (212) 735-2274


               This Amendment No. 2 amends and supplements Items 3 and
     9 of the Solicitation/Recommendation Statement on Schedule 14D-9
     (the "Schedule 14D-9") of McNeil Partners, L.P., a Delaware
     limited partnership (the "Partnership") filed with the Securities
     and Exchange Commission (the "Commission") on August 18, 1995, as
     amended by Amendment No. 1 filed with the Commission on August
     25, 1995.  Unless otherwise indicated, all capitalized terms used
     but not defined in this Amendment No. 1 have the meanings set
     forth in the Schedule 14D-9, as amended.

     ITEM 3.   IDENTITY AND BACKGROUND.

               Item 3(b) is hereby supplemented by adding the
     following:

               The information set forth in Exhibit (c)(5) attached
     hereto is incorporated herein by reference.

     ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.

               Item 9 is hereby supplemented by adding the following:

               (c)(5)         Letter Agreement dated September 7, 1995
                              by and among Carl C. Icahn, High River,
                              and McNeil Partners.


                                 SIGNATURE

               After reasonable inquiry and to the best of my
     knowledge and belief, I certify that the information set forth in
     this statement is true, complete and correct.

     Dated:  September 8, 1995

                              MCNEIL PARTNERS, L.P.
                              General Partner of each of the Partnerships

                                 By:    McNeil Investors, Inc.
                                        General Partner

                                   By:  /s/ Donald K. Reed       
                                        Donald K. Reed
                                        President


                               EXHIBIT INDEX

       Exhibit                  Description                    Page

       (c)(5)   Letter Agreement dated September 7, 1995
                by and among Carl C. Icahn, High River and
                McNeil Partners.