SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549



                              FORM 10-K405\A

                              AMENDMENT NO. 1



             Filed pursuant to Section 12, 13, or 15(d) of the
                      Securities Exchange Act of 1934



               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
          (Exact name of registrant as specified in its charter)



     The undersigned registrant hereby amends the following sections of its
Report for December 31, 1996 on Form 10-K405 as set forth in the pages
attached hereto:

                                  PART IV
            ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                          AND REPORTS ON FORM 8-K

                            Pages 71 through 73


                    EXHIBIT INDEX AND EXHIBITS THERETO


     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.



                        CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVI

                        BY:   JMB Realty Corporation
                              (Corporate General Partner)




                        By:   GAILEN J. HULL
                              Gailen J. Hull
                              Senior Vice President






Dated:  April 8, 1997




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.



                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

       (a)  The following documents are filed as part of this report:

            (1)   Financial Statements (See Index to Financial Statements
filed with this annual report).

            (2)   Exhibits.

                  3.     Amended and Restated Agreement of Limited
Partnership, which is incorporated by reference to Exhibit 3 to the
Partnership's Report on Form 10-K for December 31, 1992 (File No. 0-16516)
dated March 19, 1993.

                  4-A.   Assignment Agreement set forth as Exhibit B to
the Prospectus, a copy of which is incorporated by reference to Exhibit 4-A
to the Partnership's Report on Form 10-K for December 31, 1992 (File No. 0-
16516) dated March 19, 1993.

                  4-B.   Documents relating to the loan modification of
the mortgage loan secured by the 260 Franklin Street Building is hereby
incorporated by reference to Exhibit 4-B to the Partnership's Form 10-K for
December 31, 1992 (File No. 0-16516) dated March 27, 1992.

                  4-C.   Documents relating to the third mortgage
modification and extension agreement secured by the 260 Franklin Street
Building dated December 4, 1996 are filed herewith.

                  4-D.   First Amendment to Loan Documents relating to the
mortgage loan secured by Dunwoody Crossing Apartments (Phases I and III) is
hereby incorporated by reference to the Partnership's Form 10-Q for
September 30, 1994 (File No. 0-16516) dated November 10, 1994.

                  4-E.   Documents relating to the modification of the
mortgage loan secured by Dunwoody Crossing Apartments (Phases I and III)
are hereby incorporated by reference to the Partnership's Form 10-K for
December 31, 1994 (File No. 0-16516) dated March 27, 1995.

                  4-F.   Forbearance agreement relating to the
modification of the mortgage loan secured by NewPark Mall dated October,
1995 is hereby incorporated by reference to the Partnership's Report on
Form 10-Q for September 30, 1995 (File No. 0-16516) dated November 9, 1995.

                  4-G.   Documents relating to the Promissory Note secured
by NewPark Mall dated December 19, 1995 are hereby incorporated by
reference to the Partnership's Report on Form 10-K for December 31, 1995
(File No. 0-16516) dated March 25, 1996.

                                    71




                  10-A.  Escrow Deposit Agreement is hereby incorporated
by reference to Exhibit 10.1 to the Partnership's Amendment No. 1 to Form
S-11 (File No. 33-3567) Registration Statement dated May 14, 1986.

                  10-B.  Acquisition documents relating to the purchase of
an interest in the 260 Franklin Street Building, Boston, Massachusetts, are
hereby incorporated herein by reference to Exhibit 10.4 to the
Partnership's Amendment No. 2 to Form S-11 (File No. 33-3567) dated July
25, 1986.

                  10-C.  Additional acquisition documents relating to the
purchase of an interest in the 260 Franklin Street Building, Boston,
Massachusetts, are hereby incorporated herein by reference to Exhibit
10.4.1 to the Partnership's Post-Effective Amendment No. 1 to Form S-11
(File No. 33-3567) dated September 30, 1986.

                  10-D.  Acquisition documents relating to the purchase by
the Partnership of an interest in NewPark Mall in Newark (Alameda County),
California, are hereby incorporated herein by reference to Exhibit 10.6 to
the Partnership's Post-Effective Amendment No. 2 to Form S-11 (File No. 33-
3567) dated December 30, 1986.

                  10-E.  Acquisition documents relating to the acquisition
by the Partnership of an interest in the Palm Desert Town Center in Palm
Desert, California, dated December 23, 1988 are hereby incorporated by
reference to Exhibit 1 to the Partnership's Report on Form 8-K (File No. 0-
16516) dated January 6, 1989.

                  10-F.  Documents relating to the assignment of JMB/125's
interest in 125 Broad Street Company are hereby incorporated by reference
to the Partnership's Report on Form 10-K for December 31, 1994 (File No. 0-
16516) dated March 27, 1995.

                  10-G.  Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street Building is hereby incorporated by reference to
the Partnership's Report on Form 10-Q for March 31, 1995 (File No. 0-16516)
dated May 11, 1995.

                  10-H.  Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street Building dated December 4, 1996 are filed
herewith.

                  10-I.  Sale documents relating to the contract for sale
between VNE Partners, L.P. and Post Apartment Homes, L.P. dated May 7, 1996
regarding the sale of the Partnership's interest in the Dunwoody Crossing
Apartments are hereby incorporated by reference to the Partnership's Report
on Form 10-Q for June 30, 1996 (File No. 0-16516) dated August 9, 1996.

                  21.    List of Subsidiaries

                  24.    Powers of Attorney

                  27.    Financial Data Schedule




                                    72




            Although certain additional long-term debt instruments of the
Registrant have been excluded from Item 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such to the
Securities and Exchange Commission upon request.


       (b)  No reports on Form 8-K were required or filed since the
beginning of the last quarter of the period covered by this report.

     No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership.  An annual report will be sent to
the Partners subsequent to this filing.

























































                                    73




               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI

                               EXHIBIT INDEX
                               -------------


                                          DOCUMENT
EXHIBIT                                   INCORPORATED    SEQUENTIALLY
NO.      EXHIBIT                          BY REFERENCE    NUMBERED PAGE
-------  -------                          ------------    -------------

  3.     Amended and Restated Agree-
         ment of Limited Partnership 
         of the Partnership                     Yes

  4-A.   Assignment Agreement                   Yes

  4-B.   Documents relating to the 
         loan modification of the 
         mortgage loan secured by the 
         260 Franklin Street Office 
         Building                               Yes

  4-C.   Documents relating to the 
         third mortgage modification and
         extension agreement secured 
         by the 260 Franklin Street 
         Building                               No 

  4-D.   First Amendment to Loan 
         Documents relating to the 
         mortgage loan secured by 
         Dunwoody Crossing Apartments 
         (Phases I and III)                     Yes

  4-E.   Documents relating to the 
         modification of the mortgage 
         loan secured by Dunwoody 
         Crossing Apartments (Phases I 
         and III)                               Yes

  4-F.   Forbearance agreement relating to
         the modification of the mortgage 
         loan secured by New Park Mall          Yes

  4-G.   Documents relating to the Promissory 
         Note secured by New Park Mall          Yes

 10-A.   Escrow Deposit Agreement               Yes

 10-B.   Acquisition documents relating
         to the purchase of an interest
         in the 260 Franklin Street
         Building, Boston, Massachusetts        Yes

 10-C.   Additional acquisition documents 
         relating to the purchase of an 
         interest in the 260 Franklin 
         Street Building, Boston, 
         Massachusetts                          Yes

 10-D.   Acquisition documents 
         relating to the purchase by
         the Partnership of an interest
         in NewPark Mall in Newark
         (Alameda County), California           Yes





 10-E.   Acquisition documents
         relating to the acquisition
         by the Partnership of an
         interest in the Palm Desert
         Town Center in Palm Desert,
         California, dated Decem-
         ber 23, 1988                           Yes

10-F.    Documents relating to the 
         assignment of JMB/125's interest
         in 125 Broad Street Company            Yes

10-G.    Modification to Reserve
         Escrow Agreement relating to 
         the 260 Franklin Street
         Building                               Yes

10-H.    Modification to Reserve
         Escrow Agreement dated
         December 4, 1996, relating
         to the 260 Franklin Street
         Building                                No

10-I.    Sale documents relating to the
         contract for sale between VNE
         Partners, L.P. and Post
         Apartment Homes, L.P. regarding
         the sale of the Partnership's
         interest in the Dunwoody 
         Crossing Apartments                    Yes

 21.     List of Subsidiaries                    No

 24.     Powers of Attorney                      No

 27.     Financial Data Schedule                 No