SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 14D-1

                   Tender Offer Statement Pursuant to Section
                 14(d)(1) of the Securities Exchange Act of 1934
                                (Amendment No. 5)

                       MCNEIL REAL ESTATE FUND XXVI, L.P.
                       (Name of Subject Company [Issuer])

                         HIGH RIVER LIMITED PARTNERSHIP
                                  CARL C. ICAHN
                                    (Bidders)

                            LIMITED PARTNERSHIP UNITS
                         (Title of Class of Securities)

                                      None
                      (CUSIP Number of Class of Securities)

                            Keith L. Schaitkin, Esq.
                  Gordon Altman Butowsky Weitzen Shalov & Wein
                        114 West 47th Street, 20th Floor
                            New York, New York 10036
                                 (212) 626-0800

           (Name, Address and Telephone Number of Person Authorized to
             Receive Notices and Communications on Behalf of Bidder)
                            Calculation of Filing Fee

- --------------------------------------------------------------------------------
       Transaction Valuation*:$8,307,232    Amount of filing fee: $1,662
- --------------------------------------------------------------------------------

     * For purposes of calculating the filing fee only. This amount assumes the
purchase of 86,533,671 Units of the Partnership (consisting of all outstanding
Units) at $.096 in cash per Unit. The amount of the filing fee, calculated in
accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered by
the bidder.

     [x] Check box if any part of the fee is offset as provided 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.

Amount Previously Paid: 1,662
Form or Registration No.: Schedule 14D1
Filing Party: High River Limited Partnership, Riverdale LLC and Carl C. Icahn
Dated Filed: September 20, 1996

     * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.



                        AMENDMENT NO. 5 TO SCHEDULE 14D-1

     This Amendment No. 5 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on September 20, 1996 (the "Schedule 14D-1") by High
River Limited Partnership, a Delaware limited partnership (the "Purchaser"),
Riverdale LLC, a New York limited liability company, and Carl C. Icahn
(collectively, the "Reporting Person") relating to the tender offer by the
Purchaser to Purchase any and all limited partnership units (the "Units") of
McNeil Real Estate Fund XXVI, L.P., a California limited partnership upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
September 20, 1996 (the "Offer to Purchase") and in the related Assignment of
Partnership Interest, as each may be amended from time to time (which together
constitute the "Offer"), to include the information set forth below. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Schedule 14D-1 and the Offer to Purchase.

Item 10. Additional Information.

     Item 10 (f) is hereby supplemented and amended as follows:

     The information set forth in Exhibit 30 attached hereto is
incorporated herein by reference.

Item 11. Materials to Be Filed as Exhibits.

     Item 11 is hereby supplemented and amended by adding the following:

(c)

Exhibit 30. Press Release dated November 13, 1996.



                                   SIGNATURES

     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 13, 1996


                         HIGH RIVER LIMITED PARTNERSHIP

                             By:  Riverdale LLC, General Partner

                         and

                         RIVERDALE LLC

                             By: /s/ ROBERT J. MITCHELL
                                -----------------------------------------------
                                     Robert J. Mitchell
                             Title:  Manager, Vice President and
                                     Treasurer

                                /s/ THEODORE ALTMAN
                                -----------------------------------------------
                                    Carl C. Icahn
                                By: Theodore Altman as Attorney-in-fact

                     [Signature Page for Amendment No. 5 to
              McNeil Real Estate Fund XXVI, L.P. Schedule 14D-1 and
             Amendment No. 5 to McNeil Real Estate Fund XXVII, L.P.
                                 Schedule 14D-1]



                                  EXHIBIT INDEX

                                                                     Page Number
                                                                     -----------


Exhibit 30. Press Release dated November 13, 1996.

EX-99.30

                                                                   EXHIBIT 99.30

                                                           FOR IMMEDIATE RELEASE

Contact: Beacon Hill Partners, Inc.
         (212) 843-8500

     November 13, 1996 -- High River Limited Partnership ("High River"), a
Delaware limited partnership affiliated with Carl C. Icahn, confirmed today
that, in connection with its offers to purchase any and all limited partnership
Units of McNeil Real Estate Fund XV, Ltd. ("McNeil XV"), McNeil Real Estate Fund
XX, L.P. ("McNeil XX"), McNeil Real Estate Fund XXIV, L.P. ("McNeil XXIV"),
McNeil Real Estate Fund XXV, L.P. ("McNeil XXV"), McNeil Real Estate Fund XXVI,
L.P. ("McNeil XXVI") and McNeil Real Estate Fund XXVII, L.P. ("McNeil XXVII")
(collectively, the "Partnerships"), the purchase price per Unit for each of
these Partnerships will be reduced by the amount of a distribution made by each
Partnership on or about August 30, 1996. The Offers to Purchase, dated September
20, 1996, as amended, relating to the High River offers provide that the
purchase price will be reduced by the amount of any distributions declared or
made by the Partnerships between August 15, 1996 and the date of payment of the
purchase price.

     After giving effect to such reductions: Limited Partners of McNeil XV
tendering to High River will receive $100.24 per Unit; Limited Partners of
McNeil XX tendering to High River will receive $170.38 per Unit; Limited
Partners of McNeil XXIV tendering to High River will receive $268.13 per Unit;
Limited Partners of McNeil XXV tendering to High River will receive $0.252 per
Unit; Limited Partners of McNeil XXVI tendering to High River will receive
$0.092 per Unit; and Limited Partners of McNeil XXVII tendering to High River
will receive $5.62 per Unit.

     The High River offers will expire at 12:00 midnight, New York City time, on
Friday, November 22, 1996.