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. 1)

     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. 1 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 (the "Schedules 14D-9"). 
     Unless otherwise indicated, all capitalized terms used but not
     defined in this Amendment No. 1 have the meanings set forth in
     the Schedules 14D-9.

     ITEM 6.   RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

               Items 6 (a) is hereby supplemented by adding the
     following:

               On October 17, 1996, Mr. McNeil purchased 260,334 Units
     of McNeil Real Estate Fund XXVII, L.P. at $8.00 per Unit in a
     privately negotiated transaction.  Mr. McNeil acquired 260,334
     Units with his own personal funds.

     ITEM 8.   ADDITIONAL INFORMATION TO BE FURNISHED

               Items 8 is hereby supplemented by adding the following:

               The trial of the California Federal Action was held on
     Thursday, October 17, 1996.  Judge Stephen V. Wilson denied the
     McNeil 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 McNeil Partnerships to
     turn over current lists of Unitholders to High River forthwith. 
     The McNeil 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 Partnerships' 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 High River to submit a separate order
     requiring the McNeil Partnerships to immediately provide High
     River with the Unitholder lists.  On November 24, 1996, the
     McNeil Partnerships delivered the Unitholder lists to High River.

     ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS

               Items 9 is hereby supplemented by adding the following:

     (c)(10)        Form of Press Release issued by McNeil Partners on
                    October 17, 1996.


                                   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:  October 30, 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)(10)     Press Release issued by McNeil Partners  
                  on October 17, 1996.


                                                        Exhibit (C)(4)

     McNEIL REAL ESTATE FUND XXVII, L.P.
     REJECTS $6.50 OFFER FROM
     UNAFFILIATED THIRD PARTY;
     REJECTED OFFER EXCEEDED
     ICAHN OFFER BY APPROXIMATELY 16%

     DALLAS, TEXAS, OCTOBER 17,1996 - McNEIL REAL ESTATE FUND XXVII,
     L.P. announced today that it has received an unsolicited offer to
     acquire all outstanding Units of the Partnership at $6.50 per
     Unit from an unaffiliated third party.  The offer, which is not
     conditioned on receipt of financing or due diligence, was made by
     a privately held real estate company.  After meeting with the
     offeror in Dallas and considering the $6.50 offer, the
     Partnership has rejected it as being inadequate.

     The Partnership said that this offer follows on the heels of an
     offer by Carl Icahn to buy all Units of the Partnership for $5.62
     per Unit.  On October 4, 1996, the Partnership determined that
     Mr. Icahn's offer was inadequate, not in the best interests of
     either the Partnership or Unitholders and strongly recommended
     that Unitholders reject the Icahn offer.  At that time, the
     Partnership received the opinion of its financial advisor,
     Crosson Dannis, Inc. that Mr. Icahn's offer price is inadequate
     from a financial point of view to Unitholders.  Crosson Dannis
     estimated that the present estimated liquidation value of the
     Partnership's Units was between $8.37 and $8.64 per Unit.

     The Partnership also said that the $6.50 per Unit offer confirms
     the Partnership's decision to reject the $5.62 Icahn tender
     offer.

     For more information, please contact:

     The Herman Group, Inc.
     (800)658-2007