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. 3)

                       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. 3 TO SCHEDULE 14D-1

     This Amendment No. 3 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, at a
purchase price of $0.096 per Unit, net to the seller in cash, without interest,
less the amount of distributions per Unit, if any, declared or made by the
Partnership between August 15, 1996 and the date of payment of the Purchase
Price by the Purchaser, 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 trial of the California Federal Action was held on Thursday, October
17, 1996. Judge Stephen V. Wilson denied the Related Partnerships' requests for
a permanent and preliminary injunction to enjoin High River's tender offers and
granted High River's request for an order directing the Related Partnerships to
turn over current lists of unitholders to High River forthwith. The Related
Partnerships had claimed that they were not required to provide the lists to
High River because High River's tender offers were illegal, misleading and
violative of the terms of various Related Partnership agreements. Judge Wilson
directed the parties to submit proposals within the next two weeks regarding the
terms of a final order. In the interim, Judge Wilson requested that High River
submit a separate order requiring the Related Partnerships to immediately
provide High River with the unitholder lists.

     The information set forth in Exhibit 26 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 26. Press Release dated October 21, 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:  October 21, 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. 3 to
              McNeil Real Estate Fund XXVI, L.P. Schedule 14D-1 and
             Amendment No. 3 to McNeil Real Estate Fund XXVII, L.P.
                                 Schedule 14D-1]



                                  EXHIBIT INDEX

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


Exhibit 26. Press Release dated October 21, 1996

EX-26

                                                                      EXHIBIT 26


Contact: Beacon Hill Partners, Inc.
         (800) 253-3814


FOR IMMEDIATE RELEASE


                       HIGH RIVER TENDER OFFERS FOR MCNEIL
                          LIMITED PARTNERSHIPS EXTENDED


     New York, New York, October 21, 1996--High River Limited Partnership ("High
River") announced today that it has extended the expiration date of its tender
offers (the "Tender Offers") for units of limited partnership interest ("Units")
in each of McNeil Pacific Investors Fund 1972 ("MPIF"), McNeil Real Estate Fund
IX, Ltd. ("MREF IX"), McNeil Real Estate Fund X, Ltd. ("MREF X"), McNeil Real
Estate Fund XI, Ltd. ("MREF XI"), McNeil Real Estate Fund XIV, Ltd. ("MREF
XIV"), McNeil Real Estate Fund XV, Ltd. ("MREF XV"), McNeil Real Fund XX, L.P.
("MREF XX"), McNeil Real Estate Fund XXIV, L.P. ("MREF XXIV"), McNeil Real
Estate Fund XXV, L.P. ("MREF XXV"), McNeil Real Estate XXVI, L.P. ("MREF XXVI"),
and McNeil Real Estate Fund XXVII, L.P. ("MREF XXVII"). The Tender Offers, as
extended, will expire at 12:00 midnight, New York City time, on Friday, November
1, 1996.

     High River also announced that, at a trial held on October 17, 1996 in
United States District Court for the Central District of California, Judge
Stephen V. Wilson granted High River's request for an order directing MPIF, MREF
IX, MREF X, MREF XI, MREF XIV, MREF XV, MREF XX, MREF XXIV and MREF XXV to turn
over current lists of Unitholders to High River immediately. The Partnerships
had claimed that they were not required to provide the lists to High River
because High River's Tender Offers were illegal, misleading and violative of the
terms of various McNeil partnership agreements. Judge Wilson also denied the
Partnerships' requests to enjoin High River's Tender Offers.

     Approximately 332 Units of MPIF, 993 Units of MREF IX, 723 Units of MREF X,
1,993 Units of MREF XI, 366 Units of MREF XIV, 864 Units of MREF XV, 523 Units
of MREF XX, 360 Units of MREF XXIV, 248,525 Units of MREF XXV, 108,674 Units of
MREF XXVI and 23,449 Units of MREF XXVII have been tendered to the depositary
pursuant to the Tender Offers.

     The Tender Offers are being made pursuant to Offers to Purchase dated
September 20, 1996, as amended.