SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





Date of Report (Date of earliest event reported)     May 28, 1999
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                        McNEIL REAL ESTATE FUND XII, Ltd.
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             (Exact name of registrant as specified in its charter)





       California                     0-10743                94-2717957
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(State or other jurisdiction of     (Commission           (I.R.S. Employer
incorporation or organization)       File Number)          Identification No.)




             13760 Noel Road, Suite 600, LB70, Dallas, Texas, 75240
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               (Address of principal executive offices) (Zip code)




Registrant's telephone number, including area code    (972) 448-5800
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ITEM 5.  OTHER EVENTS
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Teri King,  Madie Troy and Gary Vigil,  and John Does 1 through 100,  Plaintiffs
vs. McNeil Real Estate Fund XII, Ltd., Buccaneer Village Fund XII, Corp., McNeil
Real Estate Management, Inc., and Jane Does 1 through 100, Defendants - District
Court,  City and  County  of  Denver,  State  of  Colorado,  Case  No.  98CV9156
(environmental suit).

This action was served on Defendants on May 28, 1999.  The action was filed with
the Court on December 3, 1998. A similar action has been filed by Plaintiffs and
others   against  the  State  of  Colorado  and  the  Colorado   Department   of
Transportation  ("CDOT").  This action  stems from several  leaking  underground
storage tanks which were owned and operated by CDOT. In 1993, CDOT confirmed the
presence of  contaminants,  including  solvents and other hazardous  substances,
which  impacted  groundwater  within the  vicinity  of the  facility.  Continued
testing  and  investigation  by CDOT  found  the  contaminant  plume to  include
groundwater  located within the vicinity of The Lodge at Aspen Grove Apartments.
This  action is brought by current  and former  residents  of The Lodge at Aspen
Grove  Apartments  and  includes  a variety  of  allegations  arising  from what
Plaintiffs  contend  was  Defendants'   failure  to  adequately  disclose  their
knowledge of the plume of  contaminants  and  possible  health  consequences  to
residents from exposure.  Defendants take the position that there is no merit to
any of Plaintiffs' claims and intend to vigorously defend this action.


                        McNEIL REAL ESTATE FUND XII, Ltd.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized:



                               McNEIL REAL ESTATE FUND XII, Ltd.



June 22, 1999                  By: /s/  Brandon K. Flaming
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Date                               Brandon K. Flaming
                                   Chief Accounting Officer of McNeil
                                     Real Estate Management, Inc.