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 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. MCNEIL REAL ESTATE FUND XIV, LTD. MCNEIL REAL ESTATE FUND XXVI, L.P. MCNEIL REAL ESTATE FUND XV, LTD. MCNEIL REAL ESTATE FUND XXVII, L.P. (NAME OF SUBJECT COMPANY) MCNEIL PARTNERS, L.P. (NAME OF PERSON FILING STATEMENT) Units of Limited Partnership Interests (TITLE OF CLASS OF SECURITIES) 582568 10 1 None 582568 20 0 582568 88 7 582568 30 9 582568 87 9 582568 88 7 None 582568 50 7 810481 (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) Copies to: Patrick J. Foye, Esq. Scott Wallace, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM HAYNES AND BOONE, L.L.P. 919 Third Avenue 901 Main Street, Suite 3100 New York, New York 10022 Dallas, Texas 75202 (212) 735-2274 (214) 651-5587 This Amendment No. 2 amends and supplements the following Items of the Solicitation/Recommendation Statements on Schedule 14D-9 of the Partnerships filed with the Securities and Exchange Commission on October 4, 1996, as amended (the "Schedules 14D-9"). Unless otherwise indicated, all capitalized terms used but not defined in this Amendment No. 2 have the meanings set forth in the Schedules 14D-9. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Items 9 is hereby supplemented by adding the following: (c)(11) Form of Letter to Unitholders. (c)(12) Form of Notice of Withdrawal. 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: November 8, 1996 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)(11) Form of Letter to Unitholders. 5 (c)(12) Form of Notice of Withdrawal. 7