SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549



                                  FORM 10-Q



                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934




For the quarter ended 
March 31, 1999                             Commission file number 0-15962   




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




                Illinois                         36-3256340                 
      (State of organization)           (IRS Employer Identification No.)   




  900 N. Michigan Ave., Chicago, IL                60611                    
(Address of principal executive office)          (Zip Code)                 




Registrant's telephone number, including area code 312/915-1987




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [ X ]  No [   ]


<PAGE>


                              TABLE OF CONTENTS




PART I      FINANCIAL INFORMATION


Item 1.     Financial Statements . . . . . . . . . . . . . . . .       3

Item 2.     Management's Discussion and 
            Analysis of Financial Condition and 
            Results of Operations. . . . . . . . . . . . . . . .      16



PART II     OTHER INFORMATION


Item 5.     Other Information. . . . . . . . . . . . . . . . . .      21

Item 6.     Exhibits and Reports on Form 8-K . . . . . . . . . .      22






<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                           (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE

                         CONSOLIDATED BALANCE SHEETS
                    MARCH 31, 1999 AND DECEMBER 31, 1998

                                 (UNAUDITED)


                                   ASSETS
                                   ------

                                                MARCH 31,     DECEMBER 31, 
                                                  1999            1998     
                                              ------------    ------------ 

Current assets:
  Cash and cash equivalents. . . . . . . . .  $  2,888,375       6,875,849 
  Interest, rents and other receivables 
    (net of allowance for doubtful 
    accounts of $73,560 and $72,746 at 
    March 31, 1999 and December 31, 1998, 
    respectively). . . . . . . . . . . . . .       809,987         685,990 
  Prepaid expenses . . . . . . . . . . . . .        25,640          25,860 
  Escrow deposits. . . . . . . . . . . . . .       495,992         352,268 
                                              ------------    ------------ 
        Total current assets . . . . . . . .     4,219,994       7,939,967 
                                              ------------    ------------ 
Investment property held for sale 
  or disposition . . . . . . . . . . . . . .    34,369,810      34,434,318 
                                              ------------    ------------ 

Investment in unconsolidated ventures, 
  at equity. . . . . . . . . . . . . . . . .     9,968,675       5,068,160 
Deferred expenses. . . . . . . . . . . . . .       826,265         856,169 
Accrued rents receivable . . . . . . . . . .       569,690         570,862 
                                              ------------    ------------ 
                                              $ 49,954,434      48,869,476 
                                              ============    ============ 



<PAGE>


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                           (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE

                   CONSOLIDATED BALANCE SHEETS - CONTINUED



            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
            -----------------------------------------------------


                                               MARCH 31,      DECEMBER 31, 
                                                 1999             1998     
                                              ------------    ------------ 
Current liabilities:
  Current portion of long-term debt. . . . .  $    394,919         387,096 
  Accounts payable and other current 
    liabilities. . . . . . . . . . . . . . .     1,201,751         774,360 
  Due to affiliates. . . . . . . . . . . . .     1,471,150       1,415,702 
  Accrued interest . . . . . . . . . . . . .       169,473         170,101 
  Accrued real estate taxes. . . . . . . . .       682,500         545,000 
                                              ------------    ------------ 
        Total current liabilities. . . . . .     3,919,793       3,292,259 

Tenant security deposits . . . . . . . . . .        21,619          19,919 
Investment in unconsolidated ventures, 
  at equity. . . . . . . . . . . . . . . . .     6,182,211       5,958,542 
Partnership's share of the maximum 
  unfunded obligation under the 
  indemnification agreement. . . . . . . . .     7,927,136       7,994,262 
Long-term debt, less current portion . . . .    55,952,230      55,119,460 
                                              ------------    ------------ 
Commitments and contingencies 

        Total liabilities. . . . . . . . . .    74,002,989      72,384,442 

Partners' capital accounts (deficits):
  General partners: 
    Capital contributions. . . . . . . . . .         1,000           1,000 
    Cumulative net earnings (losses) . . . .   (15,090,789)    (15,069,445)
    Cumulative cash distributions. . . . . .    (1,817,374)     (1,817,374)
                                              ------------    ------------ 
                                               (16,907,163)    (16,885,819)
                                              ------------    ------------ 
  Limited partners: 
    Capital contributions, net of 
      offering costs . . . . . . . . . . . .   351,746,836     351,746,836 
    Cumulative net earnings (losses) . . . .  (296,674,832)   (296,162,587)
    Cumulative cash distributions. . . . . .   (62,213,396)    (62,213,396)
                                              ------------    ------------ 
                                                (7,141,392)     (6,629,147)
                                              ------------    ------------ 
        Total partners' capital 
          accounts (deficits). . . . . . . .   (24,048,555)    (23,514,966)
                                              ------------    ------------ 
                                              $ 49,954,434      48,869,476 
                                              ============    ============ 











        See accompanying notes to consolidated financial statements.


<PAGE>


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                           (A LIMITED PARTNERSHIP)
                          AND CONSOLIDATED VENTURE

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (UNAUDITED)



                                                  1999             1998    
                                               ----------       ---------- 
Income:
  Rental income. . . . . . . . . . . . . .     $2,424,336        2,458,273 
  Interest income. . . . . . . . . . . . .         83,344          284,781 
  Other income . . . . . . . . . . . . . .          --             186,042 
                                               ----------       ---------- 
                                                2,507,680        2,929,096 
                                               ----------       ---------- 
Expenses:
  Mortgage and other interest. . . . . . .      1,461,826        1,471,191 
  Property operating expenses. . . . . . .        984,827        1,019,088 
  Professional services. . . . . . . . . .        484,230          285,476 
  Amortization of deferred expenses. . . .         45,092           44,974 
  General and administrative . . . . . . .        198,166          210,192 
                                               ----------       ---------- 
                                                3,174,141        3,030,921 
                                               ----------       ---------- 
                                                 (666,461)        (101,825)
Partnership's share of the reduction of 
  the maximum unfunded obligation under 
  the indemnification agreement. . . . . .         67,126           67,126 
Partnership's share of operations 
  of unconsolidated ventures . . . . . . .         65,746         (201,850)
                                               ----------       ---------- 

        Net earnings (loss). . . . . . . .     $ (533,589)        (236,549)
                                               ==========       ========== 

        Net earnings (loss) per limited
         partnership interest. . . . . . .     $    (1.28)            (.57)
                                               ==========       ========== 

        Cash distributions per limited 
          partnership interest . . . . . .     $    --               --    
                                               ==========       ========== 






















        See accompanying notes to consolidated financial statements.


<PAGE>


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                           (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (UNAUDITED)

                                                  1999             1998    
                                               ----------       ---------- 
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . .     $ (533,589)        (236,549)
  Items not requiring (providing) cash or 
   cash equivalents:
    Amortization of deferred expenses. . .         45,092           44,974 
    Long-term debt - deferred accrued 
      interest . . . . . . . . . . . . . .        934,483          934,483 
    Partnership's share of the reduction 
      of the maximum unfunded obligation 
      under the indemnification agreement.        (67,126)         (67,126)
    Partnership's share of operations of 
      unconsolidated ventures. . . . . . .        (65,746)         201,850 
  Changes in:
    Interest, rents and other receivables.       (123,997)        (238,402)
    Prepaid expenses . . . . . . . . . . .            220           14,146 
    Escrow deposits. . . . . . . . . . . .       (143,724)        (147,673)
    Accrued rents receivable . . . . . . .          1,172           (2,137)
    Accounts payable and other current
      liabilities. . . . . . . . . . . . .        427,391          150,208 
    Due to affiliates. . . . . . . . . . .         55,448           44,768 
    Accrued interest . . . . . . . . . . .           (628)            (580)
    Accrued real estate taxes. . . . . . .        137,500          150,000 
    Tenant security deposits . . . . . . .          1,700            9,740 
                                             ------------      ----------- 
          Net cash provided by (used in) 
            operating activities . . . . .        668,196          857,702 
                                             ------------      ----------- 
Cash flows from investing activities:
  Refund of payment for capital 
    improvements . . . . . . . . . . . . .         64,508            --    
  Partnership's distributions from 
    unconsolidated ventures. . . . . . . .          --             100,000 
  Partnership's contributions to 
    unconsolidated ventures. . . . . . . .     (4,611,100)         (14,242)
  Refund (payment) of deferred expenses, 
    net. . . . . . . . . . . . . . . . . .        (15,188)         105,889 
                                             ------------      ----------- 
          Net cash provided by (used in) 
            investing activities . . . . .     (4,561,780)         191,647 
                                             ------------      ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt . .        (93,890)         (86,667)
                                             ------------      ----------- 
        Net cash provided by (used in)
          financing activities . . . . . .        (93,890)         (86,667)
                                             ------------      ----------- 
        Net increase (decrease) in cash 
          and cash equivalents . . . . . .     (3,987,474)         962,682 
        Cash and cash equivalents, 
          beginning of year. . . . . . . .      6,875,849       21,051,953 
                                             ------------      ----------- 
        Cash and cash equivalents, 
          end of period. . . . . . . . . .   $  2,888,375       22,014,635 
                                             ============      =========== 


<PAGE>


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                           (A LIMITED PARTNERSHIP)
                          AND CONSOLIDATED VENTURE

              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED




                                                  1999             1998    
                                               ----------       ---------- 

Supplemental disclosure of cash flow 
 information:
  Cash paid for mortgage and 
    other interest . . . . . . . . . . . .   $    527,971          537,288 
                                             ============      =========== 

  Non-cash investing and financing 
   activities. . . . . . . . . . . . . . .   $      --               --    
                                             ============      =========== 
















































        See accompanying notes to consolidated financial statements.


<PAGE>


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                           (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MARCH 31, 1999 AND 1998

                                 (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1998 which are
included in the Partnership's 1998 Annual Report on Form 10-K filed on
March 22, 1999 (File No. 0-15962) as certain footnote disclosures which
would substantially duplicate those contained in such audited financial
statements have been omitted from this report.  Capitalized terms used but
not defined in this quarterly report have the same meanings as in the
Partnership's 1998 Annual Report on Form 10-K.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

     The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" ("SFAS 121") as required in
the first quarter of 1996.  The Partnership's policy is to consider a
property to be held for sale or disposition when the Partnership has
committed to a plan to sell or dispose of such property and active
marketing activity has commenced or is expected to commence in the near
term or the Partnership has concluded that it may dispose of the property
by no longer funding operating deficits or debt service requirements of the
property thus allowing the lender to realize upon its security.  In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" are no longer depreciated.  As of December 31, 1996, the
Partnership has committed to a plan to sell the Louis Joliet Mall
investment property, its last remaining consolidated property.  The net
results of operations for the three months ended March 31, 1999 and 1998
for the consolidated property classified as held for sale or disposition
for the past two years were income of $929,314 and $929,908, respectively. 
The accompanying consolidated financial statements include earnings
(losses) of $65,746 and ($201,850), as the Partnership's share of total
property losses of ($3,322,279) and ($3,394,084) for unconsolidated
properties for the three months ended March 31, 1999 and 1998,
respectively, which are held for sale or disposition or have been sold or
disposed of during the past two years.

     Certain amounts in the 1998 financial statements have been
reclassified to conform with the 1999 presentation.



<PAGE>


TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investments.  Fees, commissions and
other expenses required to be paid by the Partnership to the General
Partners and their affiliates as of March 31, 1999 and for the three months
ended March 31, 1999 and 1998 were as follows:

                                                                Unpaid at   
                                                                March 31,   
                                       1999        1998           1999      
                                     --------     -------     ------------- 
Property management 
 and leasing fees. . . . . . . .     $ 89,098      75,575            --     
Insurance commissions. . . . . .        1,845        --              --     
Reimbursement (at cost) 
 for out-of-pocket salary 
 and salary-related
 expenses related to the 
 on-site and other costs
 for the Partnership and 
 its investment properties . . .       42,941      29,914           41,155  
                                     --------     -------          -------  
                                     $133,884     105,489           41,155  
                                     ========     =======          =======  

     The Partnership is obligated to fund, on demand, $400,000 and $400,000
to Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, for
additional paid-in capital (reflected in amounts due to affiliates in the
accompanying consolidated financial statements).  As of March 31, 1999,
these obligations bore interest at 4.62% per annum and interest accrued on
these obligations was $629,995 after the Partnership made payments of
$4,000 in 1998.

     The manager of Piper Jaffray Tower (which was an affiliate of the
Corporate General Partner through November 1994) had agreed to defer
receipt of its property management fees pursuant to a loan modification. 
Such fees deferred by the affiliate were approximately $1,839,000 (of which
approximately $919,500 is the Partnership's share) at March 31, 1999.  The
unconsolidated venture's obligation to the affiliate is not reflected in
the Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998.

JMB/NYC

     As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties").  Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties.  The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), owned primarily by holders of the first mortgage
debt that encumbered the Properties prior to the bankruptcy.  JMB/NYC has,
under certain limited circumstances, through January 1, 2001 rights of
consent regarding sale of the Properties or the consummation of certain
other transactions that significantly reduce indebtedness of the
Properties.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties.  There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001.  In addition, the non-
recourse purchase money notes made by JMB/NYC for its interests in the
properties and had outstanding principal and accrued and deferred interest


<PAGE>


of approximately $121,500,000 at March 31, 1999, mature on January 2, 2001.

If such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership. 
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.

     Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated to indemnify, through a date no later than
January 2, 2001, the REIT to the extent of $25 million to ensure their
compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties.  The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $3.9 million) to JMB/NYC which was deposited into an escrow
account as collateral for such indemnification.  These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income, is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC.  Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.

     The provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking any actions that could have an adverse
effect on the operations of the REIT.  Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely.  Therefore, the Partnership expects its share of the collateral
to be returned (including interest earned) at the termination of the
indemnification agreement.

     During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000.  Also, the Partnership has discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment will not be recognized.  Should
the unconsolidated venture subsequently report income, the Partnership will
resume applying the equity method on its share of such income only after
such income exceeds net losses not previously recognized.

     Due to the level of indebtedness remaining on the Properties, the
significant preference levels to other partners within the reorganized
joint ventures owning the Properties and the purchase money notes payable
by JMB/NYC, it is unlikely that JMB/NYC will receive any significant
distributions from the joint venture.

JMB/PIPER

     Occupancy of the building at the end of the first quarter of 1999 was
89%.

     During the third quarter of 1997, Popham informed Piper that effective
in November 1997, it would cease operations as Popham and consolidate with
another law firm, Hinshaw & Culberson ("Hinshaw").  In December 1997, Piper
signed a non-binding letter of intent with Hinshaw to lease 31,920 square
feet of the Popham space for a term of five years, commencing January 1,
1998, at a market rental rate which exceeded Popham's modified rate which
became effective in August 1997.  Popham had paid its modified rent through


<PAGE>


the end of 1997.  Commencing in January 1998, Hinshaw began paying rent in
accordance with the letter of intent.  In addition, once a lease was
finalized with Hinshaw in accordance with the letter of intent, Piper had
agreed to terminate Popham's lease (for approximately 47,000 square feet)
effective December 31, 1997 with no further consideration.  In May 1998,
Piper executed the lease with Hinshaw.

     The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $95,741,000 is outstanding
as of March 31, 1999.  The lender is essentially entitled to all operating
cash flow.  During 1998, no excess cash flow was generated.

     In addition, the mortgage loan provides that upon sale or refinancing,
the lender is entitled to prepayment fees as well as a significant level of
proceeds in excess of the then unpaid principal balance prior to
JMB/Piper's receipt of proceeds.  While the loan modification provides
JMB/Piper with an opportunity to retain an ownership position in the
property, under the current terms of the modified debt, there must be
significant additional improvement in current market and property operating
conditions resulting in a substantial increase in the value of the property
before JMB/Piper can share in sale or refinancing proceeds.  Currently,
Piper generates enough operating cash flow to meet the required debt
service payments.  However, Piper may not be able to pay the required debt
service over the next several years.  JMB/Piper will not commit additional
capital to Piper unless, among other things, it believes that upon sale of
the property it will receive a return of such funds and a reasonable rate
of return thereon.  If a funding requirement arises and none of the Piper
partners contribute the required capital, the lender would likely take
title to the property.  Such disposition of the property would result in
JMB/Piper, and therefore the Partnership, recognizing a significant amount
of gain for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds.

     Piper had discussed an early renewal with PJI which occupies 335,684
square feet or approximately 46% of the building's rentable square feet,
with a lease expiration date at March 31, 2000.  Piper and PJI were unable
to come to terms and PJI announced that it would be moving to a new
building (to be built in Minneapolis) upon expiration of its existing lease
in 2000.

     As a result of a flood in 1997, the property incurred significant
repair costs in 1998.  Piper completed such repairs and the balance
(approximately $1,100,000) is expected to be reimbursed by the insurance
carrier in 1999.  JMB/Piper made certain advances to Piper for such costs,
and expects to have the advances repaid upon reimbursement from the
insurance carrier.

     JMB/Piper, on behalf of Piper, had explored refinancing alternatives
with the lender.  Although JMB/Piper had intended to pursue further
discussions with the lender concerning possible refinancing and/or loan
modification alternatives, it currently appears unlikely that an agreement
with respect to such a transaction will be made.

JMB/900

     Occupancy of this building at the end of the first quarter of 1999 was
100%.

     Progress Partners had been negotiating with the building's major
tenant, Schulte, Roth & Zabel (139,948 square feet with a lease expiration
date of May 31, 2000), for an early renewal and expansion of its lease. 
However, in the second quarter of 1998, the tenant informed Progress
Partners of its intent to vacate all of its space upon the expiration of
its current lease.



<PAGE>


     Pursuant to the extension on the mortgage loan, net cash flow (as
defined) is paid into an escrow account controlled by the lender.  The
escrow account, including interest earned thereon, will be used by Progress
Partners for payment of property taxes and releasing costs associated with
leases which expire in 1999 and 2000 (approximately 50% of the building
including the Schulte, Roth & Zabel lease discussed above).  The remaining
proceeds in this escrow plus interest earned thereon, if any, will be
released to Progress Partners once 90% of such leased space has been
renewed or released.  During 1999, approximately $935,000 has been
deposited into escrow from net cash flow from property operations.  The
escrow balance at March 31, 1999 was approximately $11,231,000.

     In December, 1997, two of the Venture Partners, JRA and PPI, filed for
bankruptcy in order to prevent the foreclosure of their interests by MDIFC.
Since the bankruptcy filing, an affiliate of PPI effected a settlement with
MDIFC by purchasing its claims.  JMB/900 pursued certain claims against the
Venture Partners in the bankruptcy forum and sought to either foreclose on
or buy-out the interests of the Venture Partners in the venture, or to
otherwise dispose of those interests pursuant to a bankruptcy plan.  The
Venture Partners asserted claims against the venture and JMB/900 including
claims for unpaid Guaranteed Payments in the purported amount of $36
million.  JMB/900 denied that such claims were due and owing and contended
that, in any event, such claims were offset by PPI's failure to pay
interest in the aggregate amount of approximately $36 million on a $20
million loan to PPI.  To the extent that JMB/900 would have been required
to make contributions to pay for any part of the purported claim for
Guaranteed Payments, a portion of the Guaranteed Payments actually paid may
have been allocated to other unsecured creditors of PPI and JRA and,
therefore, JMB/900 might not have received the full amount of the interest
due on the $20 million loan.  However, JMB/900's contributions would have
created a preferred return level payable out of future net cash flow or net
sale or refinancing proceeds.  Furthermore, JMB/900 took the position that
to the extent that it did not receive annual distributions equal to the
interest payable on the $20,000,000 loan, JMB/900's preferred return
deficiency would be increased by the amounts not received, but the Venture
Partners disputed this characterization.

     In July 1998, JMB/900 entered into an agreement with the Venture
Partners and a judgment creditor of JRA and PPI (such judgment creditor,
JRA and PPI, are hereinafter collectively referred to as the "Progress
Parties") to resolve outstanding claims.  The agreement was subject to
occurrence of various terms and conditions, which failed to occur.  In a
further effort to resolve outstanding claims and to place JMB/900 in a
position to control and market the 900 Third Avenue property, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement").  The Settlement Agreement
generally provides for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property including,
without limitation, any claims by the Venture Partners to Guaranteed
Payments and any claims by Progress Partners for capital contributions from
JMB/900.  Under the Settlement Agreement and related transactions, JMB/900
and an affiliate acquired all of the right, title and interest of the
Progress Parties in the property, Progress Partners and PC-900 and resolved
all outstanding litigation in exchange for a total payment of $16.0
million, $13.5 million of which was paid at closing of the Settlement
Agreement with the remaining $2.5 million to be paid upon the earlier of
(i) closing of a sale of the property by Progress Partners or (ii) January
3, 2000.  In a related agreement and for the payment of $300,000 and the
release of various claims, the litigation and claims by and between the
FDIC and JMB/900 were resolved and dismissed.  As part of the settlement,
the limited partnership interests in PC-900 were assigned to 14-15 Office
Associates, L.P. ("Office Associates"), in which JMB/900 owns a 99% limited
partnership interest.  P-C 900's interest in Progress Partners was then
transferred to JMB/900 and Office Associates, which are now the sole
remaining partners in Progress Partners.  Amendments to the joint venture
agreement of Progress Partners were made to effectuate the terms of the
settlement and the substitution of partners.


<PAGE>


     As the venture has committed to a plan to sell or dispose of the
property, 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, will not be subject to
continued depreciation beyond such date.

LOUIS JOLIET MALL

     Occupancy of this mall at the end of the first quarter of 1999 was
82%.

     The Partnership has negotiated a lease with a replacement operator for
General Cinema, Inc. (approximately 5% of the mall space).  In connection
with the lease, the Partnership has agreed to contribute $700,000 to
reconfigure the current four screen cinema to a six screen cinema.  An
amendment to the lease is currently being negotiated pursuant to which the
Partnership would agree to contribute an additional $220,000 to pay for a
portion of the cost overruns incurred in connection with the
reconfiguration.  Although the replacement operator's credit rating was
recently downgraded, the Partnership expects to receive a security interest
in the new fixtures and equipment being installed in the space as
collateral for lease obligations of the replacement operator.  Two other
tenants occupying approximately 8,900 square feet of space recently filed
for protection from creditors under chapter 11 of the Bankruptcy Code.  It
is currently expected that at least one of these tenants will reject its
lease and vacate its space.  There is no assurance that the other tenant
will ultimately honor its entire lease obligations.

     The Partnership had been marketing the property for sale.  In March
1999, the Partnership entered into a contract for the sale of the Louis
Joliet Mall to BRE/Louis Joliet LLC, an unaffiliated third party.  In light
of issues concerning one or more of the tenants discussed above, the
prospective purchaser terminated the sale contract.  However, the
Partnership is currently negotiating a new contract with this purchaser. 
However, there can be no assurance that this, or any other sale will be
consummated.

     As the Partnership had committed to a plan to sell or dispose of the
property, Louis Joliet Mall was classified as held for sale or disposition
as of December 31, 1996, and therefore has not been subject to continued
depreciation beyond such date for financial reporting purposes.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $167,593,000 as of March 31, 1999), as extended, matures
September, 2003.  All excess cash flow is being escrowed for future tenant
improvements and principal payments.  In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds.

     A promissory note secured by the Partnership's interest in the joint
venture, which has an adjusted principal balance of approximately
$21,988,000, and accrued interest of approximately $9,033,000 at March 31,
1999 is due September 2003.  The note accrues interest at 17% per annum. 
The loan requires payments of cash flow distributed by the venture from
either property operations or sales proceeds as well as a portion of the
property management fee paid to the venture partner.  The loan is secured
solely by the Partnership's interest in the joint venture.

     Due to the significant level of indebtedness, it is unlikely that the
Partnership will receive any significant future proceeds from operations,
sale or refinancing.  The disposition of the Partnership's ownership
interest in the property is therefore expected to result in a gain for
Federal income tax purposes with no corresponding distributable proceeds. 
The Partnership has decided not to commit any significant additional
amounts to the property.



<PAGE>


     Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower in 1996, the Partnership has ceased loss recognition
relative to its real estate investment and has reversed those previously
recognized losses that the Partnership is no longer obligated to fund.  The
Partnership has no future funding obligation for its investment in Wells
Fargo Center - South Tower.  Accordingly, the Partnership has discontinued
the application of the equity method of accounting and additional losses
from the investment in Wells Fargo Center - South Tower will not be
recognized.

1090 VERMONT

     The Partnership had been marketing the property for sale (on behalf of
the Venture).  On November 26, 1997, the Partnership obtained a non-binding
letter of intent to sell the property to an unaffiliated third party. 
Pursuant to the joint venture agreement, the venture partner had the right
of first refusal to purchase the Partnership's interest in the joint
venture.  The venture partner was required to purchase the Partnership's
interest for the same amount it would have received from the sale of the
property to the proposed third party less payment of the outstanding
mortgage obligation.  On December 30, 1997, the Partnership properly
notified the venture partner of its intent to sell the property for
$27,000,000.  The venture partner exercised its right to first refusal, and
on May 29, 1998, the venture partner purchased the Partnership's interest
in the joint venture.

     The Partnership received cash at closing of approximately $4,700,000
after payment of closing costs.  The Property was classified as held for
sale as of December 31, 1996 and has not been subject to continued
depreciation from such date for financial reporting purposes.  In addition,
as a result of the sale, the Partnership recognized a gain for financial
reporting purposes of approximately $2,600,000 and a gain for Federal
income tax purposes in 1998 of $4,650,000.  The Partnership has no future
liability for any representations, warranties and covenants as a result of
the sale.

YERBA BUENA OFFICE BUILDING

     Due to the default of the joint venture that owned the Yerba Buena
Office Building (a partnership comprised of the Partnership, two other
partnerships sponsored by the Partnership's Corporate General Partner, and
four unaffiliated limited partners) in the payment of required debt
service, the former lender to such joint venture realized on its security
by taking title to the property in June 1992.  In return for a smooth
transition of title and management of the property (relative to which the
existing property manager that was affiliated with the Partnership's
Corporate General Partner agreed to continue to manage the property), the
joint venture was able to negotiate, among other things, a right of first
opportunity to purchase the property during the time frame from June 1995
through May 1998 should the lender wish to market the property for sale. 
The lender sold the property in 1996.  However, the joint venture was not
given an opportunity to purchase the property as required by the previous
settlement with the lender.  As previously reported, such joint venture
filed a lawsuit against the lender for breach of its obligations.  In June
1998, the court granted the lender's motion for summary judgement and
dismissed the lawsuit. In dismissing the action, the court apparently
relied upon a release given by the management company relative to the
settlement of its claims against the lender and the termination of its
management contract for the property.  Such settlement was the result of
claims made by the management company in a separate lawsuit, due to the
non-payment of management fees.  Though the intent of the management
company in providing the release was confined to matters relative to
management only, the court apparently ruled that it covered the earlier
transaction with the joint venture as well.  In addition, the former lender
filed a claim and subsequently received an order against the joint venture
for legal fees expended in the litigation (the Partnership's potential
share of such amount is approximately $300,000).  The joint venture has
appealed the dismissal of the lawsuit.  The joint venture and the lender


<PAGE>


agreed to cap the fee award and the venture then posted a bond on that
amount.  If the joint venture's appeal of the dismissal is successful, the
joint venture will have no obligation for the fees.  In December 1998, one
of the affiliated venture partners, to resolve its claims and liabilities,
paid an agreed upon amount to the joint venture in respect of its estimated
liabilities related to the litigation and withdrew from the venture.  There
can be no assurance that the litigation will ultimately be successful, or
that the Partnership will ultimately realize any amounts (or avoid any
payments) with respect thereto.

UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

     Summary income statement information for JMB/Piper, JMB/Piper II and
JMB/900 for the three months ended March 31, 1999 and 1998 are as follows:

                                                  1999              1998    
                                               -----------       ---------- 
  Total income from properties 
    (unconsolidated) . . . . . . . . . . . .   $ 9,959,195        9,990,341 
                                               ===========       ========== 
  Operating loss of ventures . . . . . . . .   $ 3,332,279        3,675,961 
                                               ===========       ========== 
  Partnership's share of 
    operating profit (loss). . . . . . . . .   $    65,746         (294,573)
                                               ===========       ========== 

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1999 and for the three months ended March 31, 1999 and 1998.





<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying consolidated
financial statements for additional information concerning certain of the
Partnership's investment properties.

     The board of directors of JMB Realty Corporation ("JMB") the Managing
General Partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offer.

     During 1998, some of the Holders of Interests received unsolicited
offers from unaffiliated third parties to purchase less than 5% of the
Interests in the Partnership at prices ranging from $10 to $21 per
Interest.  The Special Committee recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate.  These offers have expired.  As of the date of this report, the
Partnership is aware that approximately 1.57% of the Interests in the
Partnership have been purchased by such unaffiliated third parties either
pursuant to such offers or through negotiated purchases.  The Partnership
was recently notified that an unaffiliated third party intends to make an
offer for up to 4.7% of the outstanding Interests at a price of $25 per
Interest.  If such offer is made, the Special Committee will advise Holders
of Interests of the Special Committee's recommendation, if any, in regard
to such offer.  There is no assurance such offer will in fact be made or,
if made, will be on the same terms described herein.  It is possible that
other offers for Interests may be made by unaffiliated third parties in the
future, although there is no assurance that any other third party will
commence an offer for Interests, the terms of any such offer or whether any
such offer, if made, will be consummated, amended or withdrawn.

     At March 31, 1999, the Partnership had cash and cash equivalents of
approximately $2,888,000.  Such funds are available for working capital
requirements.

     As discussed below, in March 1999, JMB/900 settled various claims and
acquired the interest of the FDIC and the unaffiliated venture partners in
Progress Partners, which owns the 900 Third Avenue office building, for
$16,300,000, of which $13,800,000 was paid upon closing of the various
transactions.  In connection with these transactions, the Partnership
contributed its proportionate share (approximately $4,600,000) of the
$13,800,000 to JMB/900.

     The Partnership has currently budgeted in 1999 approximately
$1,919,000 for tenant improvements and other capital expenditures including
the outstanding amounts that the Partnership has agreed to contribute to
reconfigure the four screen cinema at the Louis Joliet Mall to a six screen
cinema.  Such items and the Partnership's share of such similar items for
its unconsolidated ventures in 1999 is currently budgeted to be
approximately $2,887,000.  However, this amount does not include any
portion of additional funds contained in the lease amendment currently
being negotiated with the replacement operator at the Louis Joliet Mall
discussed below.  Actual amounts expended in 1999 may vary depending upon a
number of factors including actual leasing activity, results of property
operations, liquidity considerations and market conditions over the course
of the year and whether and when properties are sold.

     The source of capital for such items and for both short-term and long-
term future liquidity and distributions to partners is dependent upon
existing working capital, net cash generated by the Partnership's
investment properties and certain escrowed funds and the sale of such
investments.  The 900 Third Avenue, Piper Jaffray and Wells Fargo Center -
South Tower investment properties are restricted as to their use of excess


<PAGE>


cash flows by escrow agreements negotiated pursuant to loan modifications. 
Amounts held in escrow for a particular property may be used for payment of
tenant improvement and possibly other expenses related to the particular
property.  Due to property specific concerns discussed in the Notes to the
accompanying consolidated financial statements, the Partnership currently
considers only Louis Joliet Mall and 900 Third Avenue to be potential
significant sources of future cash generated from sales.

     The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return of their
investment to the Holders of Interests.  All of the properties have been
classified by the Partnership or its ventures as held for sale or
disposition, and therefore, will no longer be subject to continued
depreciation.  The Partnership currently expects that the 900 Third Avenue
and Louis Joliet Mall investment properties will be sold during 1999,
barring unforeseen economic developments.  The Piper Jaffray Tower
investment property may also be disposed of in 1999.  In addition, the
Partnership currently expects to retain its indirect interests in the 237
Park Avenue and the 1290 Avenue of the Americas investment properties and
the Partnership's interest in the Wells Fargo Center - South Tower beyond
1999.

     Although the Partnership expects that it will be able to distribute
proceeds from the sale of the 900 Third Avenue and Louis Joliet Mall
investment properties, aggregate distributions of sale and refinancing
proceeds received by Holders of Interest over the entire term of the
Partnership will be substantially less than one-fourth of their original
investment.  However, in connection with sales or other dispositions
(including transfers to lenders) of properties (or interests therein) owned
by the Partnership or its joint ventures, Holders of Interests will be
allocated gain for Federal income tax purposes, regardless of whether any
proceeds are distributable from such sales or other dispositions.  In
particular, the Piper Jaffray Tower, 237 Park Avenue, 1290 Avenue of the
Americas and the Wells Fargo Center - South Tower investment properties
continue to suffer from the effects of the high levels of debt secured by
each property and provide no cash flow to the Partnership.  While loan and
joint venture modifications have been obtained which enable the Partnership
to retain an ownership interest in these properties, it is currently
unlikely under existing arrangements that the Partnership will receive
significant proceeds from operations or sales of these properties. 
However, upon disposition of these investment properties, the Partnership,
and  therefore the Holders of Interest will recognize a substantial amount
of taxable income with no distributable proceeds.  For certain Holders of
Interests, such taxable gain may be offset by their suspended passive
activity losses (if any).  Each Holder's tax consequences will depend on
such Holder's own tax situation.

     In July 1998, JMB/900 entered into an agreement with the Venture
Partners and a judgment creditor of JRA and PPI (such judgment creditor,
JRA and PPI, are hereinafter collectively referred to as the "Progress
Parties") to resolve outstanding claims.  The agreement was subject to
occurrence of various terms and conditions, which failed to occur.  In a
further effort to resolve outstanding claims and to place JMB/900 in a
position to control and market the 900 Third Avenue property, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement").  The Settlement Agreement
generally provides for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property including,
without limitation, any claims by the Venture Partners to Guaranteed
Payments and any claims by Progress Partners for capital contributions from
JMB/900.  Under the Settlement Agreement and related transactions, JMB/900
and an affiliate acquired all of the right, title and interest of the
Progress Parties in the property, Progress Partners and PC-900 and resolved


<PAGE>


all outstanding litigation in exchange for a total payment of $16.0
million, $13.5 million of which was paid at closing of the Settlement
Agreement with the remaining $2.5 million to be paid upon the earlier of
(i) closing of a sale of the property by Progress Partners or (ii)
January 3, 2000.  In a related agreement and for the payment of $300,000
and the release of various claims, the litigation and claims by and between
the FDIC and JMB/900 were resolved and dismissed.  As part of the
settlement, the limited partnership interests in PC-900 were assigned to
14-15 Office Associates, L.P. ("Office Associates"), in which JMB/900 owns
a 99% limited partnership interest.  P-C 900's interest in Progress
Partners was then transferred to JMB/900 and Office Associates, which are
now the sole remaining partners in Progress Partners.  Amendments to the
joint venture agreement of Progress Partners were made to effectuate the
terms of the settlement and the substitution of partners.

     The Partnership has negotiated a lease with a replacement operator for
General Cinema, Inc. (approximately 5% of the mall space).  In connection
with the lease, the Partnership has agreed to contribute $700,000 to
reconfigure the current four screen cinema to a six screen cinema.  An
amendment to the lease is currently being negotiated pursuant to which the
Partnership would agree to contribute an additional $220,000 to pay for a
portion of the cost overruns incurred in connection with the
reconfiguration.  Although the replacement operator's credit rating was
recently downgraded, the Partnership expects to receive a security interest
in the new fixtures and equipment being installed in the space as
collateral for lease obligations of the replacement operator.  Two other
tenants occupying approximately 8,900 square feet of space recently filed
for protection from creditors under chapter 11 of the Bankruptcy Code.  It
is currently expected that at least one of these tenants will reject its
lease and vacate its space.  There is no assurance that the other tenant
will ultimately honor its entire lease obligations.

     The Partnership had been marketing the property for sale.  In March
1999, the Partnership entered into a contract for the sale of the Louis
Joliet Mall to BRE/Louis Joliet LLC, an unaffiliated third party.  In light
of issues concerning one or more of the tenants discussed above, the
prospective purchaser terminated the sale contract.  However, the
Partnership is currently negotiating a new contract with this purchaser. 
However, there can be no assurance that this, or any other sale will be
consummated.

RESULTS OF OPERATIONS

     The increase in interest, rents and other receivables at March 31,
1999 as compared to December 31, 1998 is primarily due to the timing of
payments of rents from tenants at the Louis Joliet Mall.

     The increase in escrow deposits and related increase in accrued real
estate tax at March 31, 1999 as compared to December 31, 1998 is primarily
due to the timing of payments for real estate taxes at the Louis Joliet
Mall.

     The increase in the investment in unconsolidated ventures, at equity
at March 31, 1999 as compared to December 31, 1998 is primarily due to
contributions made to JMB/900 to purchase the interests of the FDIC and the
unaffiliated venture partners in Progress Partners.

     The increase in accounts payable and other current liabilities at
March 31, 1999 as compared to December 31, 1998 is primarily due to the
timing of payment for certain expenses incurred by the Partnership
including legal fees related to the Yerba Buena litigation.

     The decrease in interest income for the three months ended March 31,
1999 as compared to the same period in 1998 is primarily due to a lower
cash balance available for investment due to distributions to the General
Partners and Holders of Interests in 1998.



<PAGE>


     The decrease in other income for the three months ended March 31, 1999
as compared to the same period in 1998 is primarily due to the receipt of
proceeds from the sale of stock in 1998 that was received in the settlement
of claims against a tenant in bankruptcy related to the Partnership's
interest in the Old Orchard venture (sold in August 1993).

     The increase in professional fees for the three months ended March 31,
1999 as compared to the same period in 1998 is primarily due to the
Partnership incurring legal fees for the Yerba Buena litigation.

     The increase in Partnership's share of operations of unconsolidated
ventures for the three months ended March 31, 1999 as compared to the same
period in 1998 is primarily due to the decrease in the assessed value of
the Piper Jaffray Tower which resulted in lower real estate tax expense
being incurred by the property and additional income allocated to the
Partnership as a result of JMB/900 purchasing the interests of the FDIC and
unaffiliated venture partners in Progress Partners.

YEAR 2000

     The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year.  Consequently, any
computer programs that have time-sensitive software may recognize  a date
using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.  In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.

     The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors.  Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects.  Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999.

     The property managers for 900 Third Avenue, Piper Jaffray Tower and
Louis Joliet Mall have conducted assessments of various aspects of these
properties' respective operating systems in regard to their year 2000
compliance.  In general, such assessments were performed through written
inquiries to third party vendors and service personnel for these properties
and, to some extent, testing of some of the components at certain of these
properties.  Based upon the information received from the property
managers., the Partnership believes that the major operating systems for
these properties, including HVAC controls, elevators and alarm and safety
systems, are or will be year 2000 compliant in all material respects. 
Certain of the operating systems at these properties require minor
upgrading, which has been undertaken and completed, or will be undertaken
and completed in the near future, without the incurrence of material
expense.  The Partnership does not have information concerning the extent
to which the Wells Fargo Center-South Tower is year 2000 compliant, but
will seek to obtain such information in the near future.  However, the
Partnership does not believe that it is obligated for year 2000 compliance
for the Wells Fargo Center-South Tower.

     The Partnership does not believe that the year 2000 problem presents
any material additional risks to its business, results of operations or
financial condition and has not developed, and does not intend to develop,
any contingency plans to address the year 2000 problem.  Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,


<PAGE>


be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership.  The Partnership has not incurred and does not expect to
incur, any material direct costs for year 2000 compliance.

     The Partnership is relying on the information obtained and
representations made by the property managers, as well as the
representations made by third party vendors and service personnel, for 900
Third Avenue, Piper Jaffray Tower and Louis Joliet Mall regarding the
ability of those properties to be year 2000 compliant in all material
respects.  The Partnership is also relying on the assessments made by the
property managers of the third party vendors and service personnel to be
contacted in regard to those properties' year 2000 compliance.  In the
event that the Partnership's investment properties are not year 2000
compliant in all material respects, the relevant investment property or
properties could experience various operational difficulties, such as
possible systems failures.  Such operational difficulties could result in
remediation and, under certain circumstances, possibly other costs and
expenses.  If such were to occur, there is no assurance that such costs and
expenses would not, under certain circumstances, have a material adverse
effect on the Partnership or its investment in 900 Third Avenue, Piper
Jaffray Tower and/or Louis Joliet Mall in the event such properties are not
sold during 1999.









<PAGE>


<TABLE>

PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION
                                                      OCCUPANCY

     The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1999.

<CAPTION>
                                                       1998                                   1999               
                                        -------------------------------------      ------------------------------
                                        At         At          At         At       At       At       At       At 
                                       3/31       6/30        9/30      12/31     3/31     6/30     9/30    12/31
                                       ----       ----        ----      -----     ----     ----    -----    -----
<S>                                  <C>        <C>         <C>        <C>       <C>      <C>      <C>     <C>   
 1. 237 Park Avenue Building
     New York, New York. . . . . . .     *          *           *          *        * 
 2. 1290 Avenue of the 
     Americas Building
     New York, New York. . . . . . .     *          *           *          *        * 
 3. Piper Jaffray Tower
     Minneapolis, Minnesota. . . . .    91%        89%         89%        89%      89%
 4. 900 Third Avenue Building
     New York, New York. . . . . . .    97%       100%         99%        97%     100%
 5. Wells Fargo Center 
     South Tower
     Los Angeles, California . . . .    90%        90%         90%        85%      86%
 6. Louis Joliet Mall
     Joliet, Illinois. . . . . . . .    83%        83%         84%        84%      82%

<FN>
----------------

     An "*" indicates that the joint venture which owns the property was restructured, and therefore, such
information is not meaningful for the Partnership.  Reference is made to the Notes for further information
regarding the reorganized and restructured ventures.

     An "N/A" indicates that the property, or the Partnership's interest in the property was sold or was not owned
by the Partnership at the end of the period.

</TABLE>


<PAGE>


     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              3-A.*   Amended and Restated Agreement of Limited
Partnership.

              3-B.*   Assignment Agreement by and among the Partnership,
the General Partners and the Initial Limited Partner.

              3-C.    Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-15962)
dated November 8, 1996.

              10-A.   Assignment of Partnership Interest between Federal
Deposit Insurance Corporation and 14-15 Office Associates, L.P., dated
March 10, 1999 is hereby filed herewith.

              10-B.   Assignment of Partnership Interest between P-C 900
Third Associates and 14-15 Office Associates, L.P. and 900 3rd Avenue
Associates, dated March 22, 1999 is hereby filed herewith.

              10-C.   Assignment of Partnership Interest between 900
Realty, LLC and 900 3rd Avenue Associates dated March 22, 1999 is hereby
filed herewith.

              10-D.   Amendment No. 2 to Amended and Restated Agreement of
General Partnership for Progress Partners dated March 17, 1999 is hereby
filed herewith.

              10-E.   Amendment No. 3 to Amended and Restated Agreement of
General Partnership for Progress Partners dated March 22, 1999 is hereby
filed herewith.

              10-F.   Settlement Agreement and Release between Progress
Properties, Inc., J.R.A. Realty Corporation, P-C 900 Third Associates, 900
Realty LLC and 900 3rd Avenue Associates dated March 17, 1999 is hereby
filed herewith.

              27.     Financial Data Schedule.

--------------

              *  Previously filed as Exhibits 3-B, 3-C and 10-H to the
Partnership's Report for December 31, 1992 on Form 10-K of the Securities
Exchange Act (File No. 0-15962) filed on March 30, 1993 and hereby
incorporated herein by reference.

         (b)  No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.



<PAGE>


                                 SIGNATURES



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


                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                  BY:   JMB Realty Corporation
                        (Corporate General Partner)




                        By:   GAILEN J. HULL
                              Gailen J. Hull, Senior Vice President
                        Date: May 12, 1999


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.




                              GAILEN J. HULL
                              Gailen J. Hull, Principal Accounting Officer
                        Date: May 12, 1999