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 September 30, 2002Commission 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. . . . . . . . . . . . . . .    15


Item 4.    Controls and Procedures. . . . . . . . . . . . . .    20




PART II    OTHER INFORMATION


Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    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)

                            BALANCE SHEETS

               SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

                              (UNAUDITED)


                                ASSETS
                                ------


                                       SEPTEMBER 30,     DECEMBER 31,
                                           2002             2001
                                       -------------     -----------

Current assets:
  Cash and cash equivalents . . . . .   $ 12,868,662      12,576,851
  Interest and other receivables. . .         17,109          67,160
                                        ------------    ------------
        Total current assets. . . . .     12,885,771      12,644,011
                                        ------------    ------------

Other assets. . . . . . . . . . . . .          --            210,375
                                        ------------    ------------
                                        $ 12,885,771      12,854,386
                                        ============    ============



<PAGE>


             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)

                      BALANCE SHEETS - CONTINUED


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

                                       SEPTEMBER 30,     DECEMBER 31,
                                           2002             2001
                                       -------------     -----------

Current liabilities:
  Accounts payable. . . . . . . . . .   $     24,317          92,410
  Current portion of long-term debt .          --         41,300,490
                                        ------------    ------------
        Total current liabilities . .         24,317      41,392,900

Distributions received in excess
  of recorded investment, net . . . .          --          1,322,572
                                        ------------    ------------
Commitments and contingencies

        Total liabilities . . . . . .         24,317      42,715,472

Partners' capital accounts
 (deficits):
  General partners:
    Capital contributions . . . . . .          1,000           1,000
    Cumulative net earnings
     (losses) . . . . . . . . . . . .      2,541,798     (14,698,315)
    Cumulative cash distributions . .     (2,117,798)     (2,117,798)
                                        ------------    ------------
                                             425,000     (16,815,113)
                                        ------------    ------------
  Limited partners:
    Capital contributions,
     net of offering costs. . . . . .    351,746,836     351,746,836
    Cumulative net earnings
     (losses) . . . . . . . . . . . .   (237,834,104)   (263,316,531)
    Cumulative cash distributions . .   (101,476,278)   (101,476,278)
                                        ------------    ------------
                                          12,436,454     (13,045,973)
                                        ------------    ------------
        Total partners' capital
          accounts (deficits) . . . .     12,861,454     (29,861,086)
                                        ------------    ------------
                                        $ 12,885,771      12,854,386
                                        ============    ============


















            See accompanying notes to financial statements.


<PAGE>


<table>                         CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)

                                          STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                                 (UNAUDITED)
<caption>
                                                         THREE MONTHS ENDED         NINE MONTHS ENDED
                                                            SEPTEMBER 30,             SEPTEMBER 30,
                                                     ------------------------- -------------------------
                                                          2002         2001         2002         2001
                                                      -----------   ----------   ----------   ----------

                                                   <c>           <c>          <c>          <c>
Income:
  Interest income . . . . . . . . . . . . . . . . . . $    52,814      111,606      167,774      349,563
  Other income. . . . . . . . . . . . . . . . . . . .     124,805        --         139,731        --
                                                      -----------   ----------   ----------   ----------
                                                          177,619      111,606      307,505      349,563
                                                      -----------   ----------   ----------   ----------
Expenses:
  Mortgage interest . . . . . . . . . . . . . . . . .     752,708      934,483    2,621,674    2,803,449
  Professional services . . . . . . . . . . . . . . .      16,374       11,874      215,334      252,433
  General and administrative. . . . . . . . . . . . .      62,076      110,046      319,080      471,286
                                                      -----------   ----------   ----------   ----------
                                                          831,158    1,056,403    3,156,088    3,527,168
                                                      -----------   ----------   ----------   ----------
                                                         (653,539)    (944,797)  (2,848,583)  (3,177,605)
Partnership's share of the reduction of the maximum
  unfunded obligation under and income related to
  termination of the indemnification agreement. . . .       --           --           --       7,144,354
Partnership's share of operations of unconsolidated
  ventures. . . . . . . . . . . . . . . . . . . . . .       --           6,092        --         (37,099)
                                                      -----------   ----------   ----------   ----------
      Earnings (loss) before Partnership's share of
        gains on sale of investment properties and
        extraordinary items . . . . . . . . . . . . .    (653,539)    (938,705)  (2,848,583)   3,929,650
Partnership's share of gains on sale of indirect
  partnership interests . . . . . . . . . . . . . . .       7,852        --       1,648,959      686,076
                                                      -----------   ----------   ----------   ----------
      Earnings (loss) before extraordinary items. . .    (645,687)    (938,705)  (1,199,624)   4,615,726

Extraordinary items:
  Partnership's share of extraordinary items from
    unconsolidated ventures . . . . . . . . . . . . .       --           --           --       7,628,296
  Gain on forgiveness of indebtedness . . . . . . . .  43,922,164        --      43,922,164        --
                                                      -----------   ----------   ----------   ----------
      Net earnings (loss) . . . . . . . . . . . . . . $43,276,477     (938,705)  42,722,540   12,244,022
                                                      ===========   ==========   ==========   ==========


<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)

                                    STATEMENTS OF OPERATIONS - CONTINUED



                                                         THREE MONTHS ENDED         NINE MONTHS ENDED
                                                            SEPTEMBER 30,              SEPTEMBER 30,
                                                     ------------------------- -------------------------
                                                          2002         2001         2002         2001
                                                      -----------   ----------   ----------   ----------
Net earnings (loss) per limited
 partnership interest:
  Earnings (loss) before Partnership's share of
    gains on sale of investment properties and
    extraordinary items . . . . . . . . . . . . . . . $     (1.58)       (2.27)       (6.87)        9.43
  Partnership's share of gains on sale of indirect
    partnership interests . . . . . . . . . . . . . .         .02        --            4.10         1.70
                                                      -----------   ----------   ----------   ----------
      Earnings (loss) per limited partnership
        interest before extraordinary items . . . . .       (1.56)       (2.27)       (2.77)       11.13

Extraordinary items:
  Partnership's share of extraordinary items
    from unconsolidated ventures. . . . . . . . . . .       --           --           --           18.88
  Gain on forgiveness of indebtedness . . . . . . . .       66.78        --           66.78        --
                                                      -----------   ----------   ----------   ----------

      Net earnings (loss) per limited partnership
        interest. . . . . . . . . . . . . . . . . . . $     65.22        (2.27)       64.01        30.01
                                                      ===========   ==========   ==========   ==========

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












<fn>
                               See accompanying notes to financial statements.
</table>


<PAGE>


             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)

                       STATEMENTS OF CASH FLOWS

             NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                              (UNAUDITED)


                                                 2002         2001
                                             -----------   ----------
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . .  $42,722,540   12,244,022
  Items not requiring (providing) cash or
   cash equivalents:
    Long-term debt - deferred accrued
      interest. . . . . . . . . . . . . . .    2,621,674    2,803,449
    Partnership's share of the reduction
      of the maximum unfunded obligation
      under and income related to the
      termination of the indemnification
      agreement . . . . . . . . . . . . . .        --      (7,144,354)
    Partnership's share of operations of
      unconsolidated ventures . . . . . . .        --          37,099
    Partnership's share of gains on sale
      of indirect partnership interests . .   (1,648,959)    (686,076)
    Extraordinary items . . . . . . . . . .  (43,922,164)  (7,628,296)
  Changes in:
    Interest and other receivables. . . . .       50,051       20,518
    Other assets. . . . . . . . . . . . . .        2,491        --
    Accounts payable. . . . . . . . . . . .      (68,093)      13,538
                                             -----------   ----------
          Net cash provided by (used in)
            operating activities. . . . . .     (242,460)    (340,100)
                                             -----------   ----------
Cash flows from investing activities:
  Partnership's distributions from
    unconsolidated venture. . . . . . . . .        --       3,785,947
  Partnership's distributions from
    unconsolidated venture-sale
    proceeds. . . . . . . . . . . . . . . .      326,387      686,076
  Return of Partnership's advance to
    affiliated entity . . . . . . . . . . .      207,884        --
  Partnership's contribution to
    unconsolidated venture. . . . . . . . .        --          (7,147)
                                             -----------   ----------
          Net cash provided by (used in)
            investing activities. . . . . .      534,271    4,464,876
                                             -----------   ----------
          Net increase (decrease) in
            cash and cash equivalents . . .      291,811    4,124,776
          Cash and cash equivalents,
            beginning of year . . . . . . .   12,576,851    8,599,183
                                             -----------   ----------
          Cash and cash equivalents,
            end of period . . . . . . . . .  $12,868,662   12,723,959
                                             ===========   ==========

Supplemental disclosure of cash flow
 information:
  Non-cash activities:
    Recognition of reduction of distri-
      butions received in excess of
      recorded investment as gain . . . . .  $ 1,322,572        --
                                             ===========   ==========



            See accompanying notes to financial statements.


<PAGE>


             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)

                     NOTES TO FINANCIAL STATEMENTS

                      SEPTEMBER 30, 2002 AND 2001

                              (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 2001 which are
included in the Partnership's 2001 Annual Report on Form 10-K filed on
April 1, 2002 (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 2001 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 accompanying financial statements include for the nine month
period ended September 30, 2001 operations of $(37,099) as the
Partnership's share of total property operations of $(55,344) of
unconsolidated properties which were classified as held for sale or
disposition or sold in the past two years.

     Certain amounts in the 2001 financial statements have been
reclassified to conform with the 2002 presentation.


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 September 30, 2002 and for the nine
months ended September 30, 2002 and 2001 were as follows:

                                                          Unpaid at
                                                        September 30,
                                     2002        2001      2002
                                    -------     ------  ------------
Reimbursement (at cost) for
  out-of-pocket salary and
  salary-related expenses and
  other costs for the Partner-
  ship and its investment
  properties. . . . . . . . . .     $50,649     77,749       17,879
                                    =======     ======       ======



<PAGE>


JMB/NYC

     JMB/NYC was a limited partnership among Carlyle-XIV Associates, L.P.,
and its affiliates, Carlyle-XIII Associates, L.P. and Property Partners,
L.P., as limited partners and Carlyle Managers, Inc. as the sole general
partner.  The Partnership was a 50% shareholder of Carlyle Managers, Inc.
The Partnership held, indirectly as a limited partner of Carlyle-XIV
Associates, L.P., an approximate 50% limited partnership interest in
JMB/NYC.  The sole general partner of Carlyle-XIV Associates, L.P. was
Carlyle Investors, Inc., of which the Partnership was a 50% shareholder.
The general partner in each of JMB/NYC and Carlyle-XIV Associates, L.P. was
an affiliate of the Partnership.  JMB/NYC, Carlyle-XIV Associates, L.P.,
Carlyle Managers, Inc. and Carlyle Investors, Inc. were dissolved and
terminated in September and October 2002.

     As a result of the 1996 restructuring, JMB/NYC had an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equaled 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
retained any direct or indirect continuing interest in the Properties.  The
new ownership structure gave 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 had, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that would have significantly reduced
indebtedness of the Properties.  In general, at any time on or after
January 2, 2001, an affiliate of the REIT had the right to purchase
JMB/NYC's interest in the Properties for an amount based on a formula
relating to the operations of the Properties (the "Formula Price").

     The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements (other than
that related to a certain indemnification agreement provided in connection
with such restructuring).

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify 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 interests in the restructured and
reorganized joint ventures that owned the Properties.  The Affiliated
Partners contributed approximately $7,800,000 (of which the Partnership's
share was approximately $3,900,000) to JMB/NYC, which was deposited into an
escrow account as collateral for such indemnification.  These funds were
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001.  Subsequent to that date, the remaining escrowed funds
were invested in short-term U.S. Government obligations.  Due to the
Restructuring discussed below, during 1999 the maximum potential obligation
was reduced to $14,285,000 and a portion of the collateral (approximately
$4,460,000 in face amount) was released in 1999 to JMB/NYC.  On March 23,
2001, JMB/NYC's indirect interest in the 1290 Partnership was sold, and as
a result, the indemnification obligation was terminated and the remaining
collateral (approximately $5,700,000 face amount of which the Partnership's
share was approximately $2,900,000) was released in March 2001 to JMB/NYC.
The Partnership's share of the reduction of the maximum unfunded obligation
under the indemnification agreement recognized as income during the years
1999, 2000 and 2001 was a result of (i) interest earned on amounts
contributed by the Partnership and held in escrow by JMB/NYC, (ii) the
Partnership's share of the agreed upon reduction of the maximum obligation
in November 1999 in connection with the Restructuring discussed below, and
(iii) the Partnership's share of the remaining indemnification obligation
that was released in March 2001 in connection with the sale of JMB/NYC's
indirect interest in the 1290 Partnership.  Interest income earned reduced
the Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which had been reflected as a liability.



<PAGE>


     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park was converted to a limited liability company ("237 Park
LLC").  The membership interest in 237 Park LLC owned by 237/1290 Upper
Tier Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC was
a limited partner with a 99% interest, was contributed to a partnership
(the "237 Partnership") that acquired the other membership interests in 237
Park LLC from the REIT and one of its affiliates.  In exchange for the
interest in 237 Park LLC, the Upper Tier Partnership received a limited
partnership interest in the 237 Partnership having a fair market value
(determined in accordance with the partnership agreement of the 237
Partnership) of approximately $500,000.  (JMB/NYC's total investment in the
237 Partnership was significantly less than 1% of the 237 Partnership.)
The 237 Partnership owned a portfolio of investments in addition to 237
Park.  JMB/NYC had the right, during the month of July of each calendar
year commencing with 2001, to cause a sale of the interest in the 237
Partnership for a price equal to the greater of the fair market value of
such interest (determined in accordance with the partnership agreement of
the 237 Partnership) and a specified amount, of which JMB/NYC's share would
be $500,000.  JMB/NYC elected not to exercise its right to cause a sale of
its interest in the 237 Partnership during July 2001.  In addition, the
general partner of the 237 Partnership had the right, during the month of
January of each calendar year commencing with 2002, to purchase the
interest in the 237 Partnership for a price equal to the greater of the
fair market value of such interest (determined as described above) and a
specified amount, of which JMB/NYC's share would be $650,000.  In January
2002, the general partner of the 237 Partnership exercised its right to
acquire JMB/NYC's indirect interest in the 237 Partnership, and JMB/NYC
received $650,000 in sale proceeds.  Such amount was paid to the limited
partners of JMB/NYC as holders of a tranche of the Purchase Note as
discussed below.  The Partnership received its share of sale proceeds,
approximately $320,000, in March 2002.  Due to the January 2002 sale of the
Partnership's indirect interest in the 237 Partnership, which was the
Partnership's last investment property, the distributions received in
excess of recorded investment were reduced to zero and included as part of
the gain on sale in 2002.  The distributions received in excess of recorded
investment were created by the 1999 retirement of the Partnership's
obligations to fund, on demand, $400,000 and $400,000 to Carlyle Investors,
Inc. and Carlyle Managers, Inc., respectively, of additional paid-in
capital.  Such obligations, when retired, included accrued but unpaid
interest.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share was approximately $686,000).  Such amount was
paid in May of 2001 to the limited partners of JMB/NYC as holders of a
tranche of the Purchase Note as discussed below.  In addition, JMB/NYC
received the remaining collateral (approximately $5,700,000, of which the
Partnership's share was approximately $2,900,000) held pursuant to the
indemnification agreement, including interest earned thereon, upon closing
of the sale of its interest in the 1290 Partnership.  The Partnership
received its share of the sale proceeds and collateral amount in May 2001.



<PAGE>


     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings was
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note was secured by JMB/NYC's
indirect interests in the 237 Partnership (prior to its sale in January
2002) and the 1290 Partnership (prior to its sale in March 2001) owned
through the Upper Tier Partnership and was non-recourse to JMB/NYC.  The
Purchase Note required payment of principal and interest out of
distributions made to JMB/NYC from the 1290 Partnership and the 237
Partnership and proceeds from sales of JMB/NYC's indirect interests in
those partnerships.  Unpaid interest was accrued and deferred, compounded
monthly.  Unpaid principal and interest was due at maturity on January 2,
2001.  As expected, JMB/NYC did not have funds to pay the Purchase Note at
its maturity.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note agreed to certain steps if the Purchase Note
were not repaid within one year of its maturity as discussed below.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at the date of debt forgiveness and final liquidation and termination
of JMB/NYC, September 30, 2002, was approximately $186,347,000, including
interest at the default rate (as defined) of 12-3/4% per annum.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$210,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, were entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interests in the 1290 Partnership or the 237 Partnership, which
were owned through the Upper Tier Partnership.  Such amounts received by
the limited partners generally were distributable to the Affiliated
Partners in proportion to their respective advances made to purchase the
tranche (i.e., 50% to the Partnership and 50% in the aggregate to the other
Affiliated Partners).  In connection with their purchase of the $5,425,000
tranche of the Purchase Note, the limited partners of JMB/NYC agreed with
the holder of the Purchase Note that in the event JMB/NYC had not repaid
all amounts due and owing under the Purchase Note within one year after its
maturity on January 2, 2001, the holder would take the appropriate steps
necessary to foreclose upon and obtain JMB/NYC's interest in the Upper Tier
Partnership in lieu of seeking any other damages.  After the sales of
JMB/NYC's indirect interests in the 1290 Partnership and the 237
Partnership, which were the primary assets of the Upper Tier Partnership,
and the application of JMB/NYC's share of the proceeds from such sales to
amounts due under the Purchase Note, which did not repay the entire amount
of the tranche of the Purchase Note acquired by the limited partners of
JMB/NYC, there were no significant assets, if any, securing repayment of
the balance due under the Purchase Note, which was considered
uncollectible.  Accordingly, the holder did not seek to foreclose on
JMB/NYC's interest in the Upper Tier Partnership.  The Partnership received
$207,884 in May of 2002 as a return of its December 1999 advance to the
limited partners of JMB/NYC. JMB/NYC recognized gain on debt forgiveness
for financial reporting purposes during September 2002 and Federal income
tax purposes during 2002 equal to the remaining unpaid principal and
accrued interest on the Purchase Note of approximately $186,347,000 and
$62,216,000, respectively.  For Federal income tax purposes the
Partnership's share of such gain is expected to be approximately
$31,037,000.  During 1996, the Partnership discontinued the equity method
of accounting for JMB/NYC for financial reporting purposes.  Therefore, the
Partnership did not recognized a portion of JMB/NYC's share of the gain
related to the Purchase Note for financial reporting purposes.



<PAGE>


JMB/PIPER

     U.S. Bancorp Piper Jaffray Inc. ("PJI"), which occupied 335,684 square
feet or approximately 46% of the building's rentable square feet, vacated
the majority of its space (approximately 222,000 square feet) and moved to
a recently completed office tower upon expiration of its lease on May 31,
2000.  However, PJI extended a portion of its former space (approximately
114,000 square feet) through May 31, 2002, although the new rental rates,
while at market rates, were significantly less than rental rates under the
previous PJI lease.  Additionally, Piper executed new long-term leases
representing an additional approximately 170,000 square feet.  The property
manager had been actively pursuing replacement tenants for the balance of
the vacant space; however, given the extremely competitive nature of the
downtown Minneapolis market due to a significant amount of new office
construction, not all of the PJI space had been released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper did not make the required debt service payments under
the mortgage loan for and after June 1, 2000, and was in monetary default
under such loan.  Such default led to the appointment of a receiver and a
foreclosure sale of the property as described below.

     The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender was essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.
Prior to default, no such cash flow was generated.  As of April 2, 2001
(prior to transfer of title to the property), aggregate amounts due to the
lender were approximately $109,000,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  During July 2000, the escrow balance of
approximately $5,146,000 was applied to the outstanding principal balance
of the loan, as a result of the default.  The manager of the property
(which was an affiliate of the Corporate General Partner through November
1994) had agreed to defer receipt of its management fee and receive the
payment thereof out of the amount available from the escrow account, if
any.  As of July 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, the obligation to pay the deferred fees was
released.  As a result, such fees were written off during 2000.

     JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction.  Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
expenses, within certain limitations, in connection with the transaction,
the Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation agreement
and appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale, subject to redemption of the property.  On
October 2, 2000, the court approved such sale, subject to redemption of the
property at any time within six months from the date of such sale.  No such
redemption occurred and title to the property transferred to the lender
effective April 2, 2001.



<PAGE>


     As a result of the transfer of the property to the lender, the
Partnership realized an extraordinary gain related to its share of the
forgiveness of indebtedness and the write off of deferred mortgage fees in
the net amount of approximately $7,600,000 for financial reporting
purposes.  The Partnership also recognized approximately $20,897,000 of
gain for Federal income tax purposes in 2001 as a result of the transfer
with no corresponding distributable proceeds.  The Defendants have no
future liability for any representations, warranties and covenants as a
result of the transfer.

JMB/900

     During 1999, JMB/900, through Progress Partners, sold the 900 Third
Avenue Building to an unaffiliated third party.  As is customary in such
transactions, Progress Partners agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on September 15, 2000.  As required by the sale agreement, Progress
Partners had placed $2,000,000 into an escrow account for possible payment
to the buyer in the event of a breach of such representations, warranties,
covenants and for certain other costs.  As a result of a claim made by the
buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     The Partnership's share of cash remaining at the venture (approxi-
mately $900,000) was distributed to the Partnership in May 2001.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance, including
accrued interest, of approximately $185,000,000 at September 13, 2002,
prior to transfer of the Partnership's interest in the limited liability
company), as extended, bore interest at 10% per annum and was to mature
September, 2003.  All excess cash flow was 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 required
payment of participation interest (as defined) of any excess proceeds.

     As modified, the amended and restated promissory note (the "Note")
secured by the Partnership's interest in the limited liability company,
which had an adjusted principal balance of approximately $21,988,000 and
accrued interest of approximately $21,934,000 at September 13, 2002 (prior
to transfer of the Partnership's interest in the limited liability
company), was due in September 2003.  The Note accrued interest at 17% per
annum and required payments of cash flow distributed to the Partnership by
the limited liability company from either property operations or sales
proceeds as well as a portion of the property management fee paid to the
unaffiliated member in the limited liability company.  The loan was
nonrecourse and secured solely by the Partnership's interest in the limited
liability company.

     During April 2001, the Partnership had received notice of non-monetary
defaults from the lender under the Note.  The Partnership acknowledged
certain of the defaults described in the notice of default.  In December
2001, the lender assigned all of its rights and interests under the loan to
an affiliate of the lender.  On December 17, 2001, the Partnership
acknowledged and consented to the plans of the affiliate of the lender to
foreclose on the Partnership's interest in the limited liability company on
or before December 31, 2002 and waived any notice or additional notice of
foreclosure to which it may have been entitled under the terms and
conditions of the loan documents or the California Commercial Code.
Pursuant to a private foreclosure sale, on September 13, 2002 an affiliate
of the Partnership's unaffiliated joint venture partner acquired the
Partnership's interest in the limited liability company and assumed all of


<PAGE>


the Partnership's rights and obligations under the limited liability
company's operating agreement dated September 30, 1996, and the
Partnership's obligation to repay the indebtedness and its other
obligations under the Note and the related loan documents were discharged.
The loan was nonrecourse and secured solely by the Partnership's interest
in the limited liability company.  The Partnership recognized an
extraordinary gain on forgiveness of indebtedness of approximately
$43,922,000 for financial reporting purposes.  The Partnership expects to
recognize a gain of approximately $31,000,000 from the transaction for
Federal income tax purposes, with no corresponding distributable proceeds.


UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

     Summary income statement information for JMB/Piper, JMB/Piper II and
JMB/900 for the nine months ended September 30, 2001 is as follows:

                                                        2001
                                                     -----------

  Total income from properties
    (unconsolidated). . . . . . . . . . . . . .      $ 3,894,705
                                                     ===========

  Operating profit (loss) of ventures . . . . .      $   (55,344)
  Extraordinary items . . . . . . . . . . . . .       15,247,014
                                                     -----------
  Net earnings (loss) . . . . . . . . . . . . .      $15,191,670
                                                     ===========

  Partnership's share of income (loss). . . . .      $ 7,591,197
                                                     ===========


ADJUSTMENTS

     During 2002, a reallocation of current year's gains was made among the
partners for financial reporting purposes.  Such reallocation did not have
an effect on total assets, total partners' capital or net earnings.

     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 September 30,
2002 and for the three and nine months ended September 30, 2002 and 2001.




<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 (the "Notes") to the accompanying
financial statements for additional information concerning certain of the
Partnership's investment properties.

     At September 30, 2002, the Partnership had cash and cash equivalents
of approximately $12,869,000.  Such funds are available for working capital
requirements and distributions to the General Partners and Holders of
Interests.  As discussed below, JMB/NYC sold its indirect interest in the
237 Partnership in January 2002.  The Partnership received its share of the
proceeds from such sale (approximately $320,000) in March 2002.  In May
2002, the Partnership received approximately $208,000 as a return of its
1999 advance to the limited partners of JMB/NYC.  In September 2002, the
Partnership received final dividends of approximately $55,000 and $69,000
from Carlyle Investors, Inc. and Carlyle Managers, Inc., respectively, and
a final distribution of approximately $8,000 from Carlyle-XIV Associates,
L.P.  On September 13, 2002, the Partnership's interest in the Wells Fargo
Center - South Tower investment property was foreclosed upon.  The
Partnership's affairs are being wound up and the Partnership expects to
make a final liquidating distribution and terminate in December 2002,
barring unforseen developments.

     Although the Partnership expects to make a minimal liquidating cash
distribution, aggregate distributions received by Holders of Interests over
the entire term of the Partnership from all cash sources will be less than
30% of their original investment.  However, in connection with the sale or
other disposition (including the foreclosure of the interest in Wells Fargo
Center - South Tower) of properties (or interests therein) owned by the
Partnership or its ventures, Holders of Interests will be allocated a
substantial amount of gain for Federal income tax purposes, regardless of
whether any proceeds are received or distributed from such sales or other
dispositions.  During 2002, a portion of such gain will be recognized as a
result of the sale of JMB/NYC's indirect interest in the 237 Partnership
and the remainder of such gain will be recognized as a result of the
foreclosure of the Partnership's interest in Wells Fargo Center - South
Tower.  For certain Holders of Interests such taxable income may be offset
by their suspended passive activity losses (if any).  Each Holder's tax
consequences will depend on his own tax situation.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owned 237 Park was converted to a limited liability company ("237 Park
LLC").  The membership interest in 237 Park LLC owned by 237/1290 Upper
Tier Associates, L.P. (the "Upper Tier Partnership"), in which JMB/NYC was
a limited partner with a 99% interest, was contributed to a partnership
(the "237 Partnership") that acquired the other membership interests in 237
Park LLC from the REIT and one of its affiliates.  In exchange for the
interest in 237 Park LLC, the Upper Tier Partnership received a limited
partnership interest in the 237 Partnership having a fair market value
(determined in accordance with the partnership agreement of the 237
Partnership) of approximately $500,000.  (JMB/NYC's total investment in the
237 Partnership was significantly less than 1% of the 237 Partnership.)
The 237 Partnership owned a portfolio of investments in addition to 237
Park.  JMB/NYC had the right, during the month of July of each calendar
year commencing with 2001, to cause a sale of the interest in the 237
Partnership for a price equal to the greater of the fair market value of
such interest (determined in accordance with the partnership agreement of
the 237 Partnership) and a specified amount, of which JMB/NYC's share would


<PAGE>


be $500,000.  JMB/NYC elected not to exercise its right to cause a sale of
its interest in the 237 Partnership during July 2001.  In addition, the
general partner of the 237 Partnership had the right, during the month of
January of each calendar year commencing with 2002, to purchase the
interest in the 237 Partnership for a price equal to the greater of the
fair market value of such interest (determined as described above) and a
specified amount, of which JMB/NYC's share would be $650,000.  In January
2002, the general partner of the 237 Partnership exercised its right to
acquire JMB/NYC's indirect interest in the 237 Partnership, and JMB/NYC
received $650,000 in sale proceeds.  Such amount was paid to the limited
partners of JMB/NYC as holders of a tranche of the Purchase Note as
discussed below.  The Partnership received its share of sale proceeds,
approximately $320,000, in March 2002.  Due to the January 2002 sale of the
Partnership's indirect interest in the 237 Partnership, which was the
Partnership's last investment property associated with JMB/NYC, the
distributions received in excess of recorded investment were reduced to
zero and included as part of the gain on sale in 2002.  The distributions
received in excess of recorded investment were created by the 1999
retirement of the Partnership's obligations to fund, on demand, $400,000
and $400,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital.  Such obligations, when
retired, included accrued but unpaid interest.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share was approximately $686,000).  Such amount was
paid in May 2001 to the limited partners of JMB/NYC as holders of a tranche
of the Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share was approximately $2,900,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.  The Partnership received its share
of the sale proceeds and collateral amount in May 2001.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings was
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note was secured by JMB/NYC's
indirect interests in the 237 Partnership (prior to its sale in January
2002) and the 1290 Partnership (prior to its sale in March 2001) owned
through the Upper Tier Partnership and was non-recourse to JMB/NYC.  The
Purchase Note required payment of principal and interest out of
distributions made to JMB/NYC from the 1290 Partnership and the 237
Partnership and proceeds from sales of JMB/NYC's indirect interests in
those partnerships.  Unpaid interest was accrued and deferred, compounded
monthly.  Unpaid principal and interest were due at maturity on January 2,
2001.  As expected, JMB/NYC did not have funds to pay the Purchase Note at
its maturity.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note agreed to certain steps if the Purchase Note
were not repaid within one year of its maturity as discussed below.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at the date of debt forgiveness and final liquidation and termination
of JMB/NYC, September 30, 2002, was approximately $186,347,000, including
interest at the default rate (as defined) of 12-3/4% per annum.


<PAGE>


     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$210,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, were entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interests in the 1290 Partnership or the 237 Partnership, which
were owned through the Upper Tier Partnership.  Such amounts received by
the limited partners generally were distributable to the Affiliated
Partners in proportion to their respective advances made to purchase the
tranche (i.e., 50% to the Partnership and 50% in the aggregate to the other
Affiliated Partners).  In connection with their purchase of the $5,425,000
tranche of the Purchase Note, the limited partners of JMB/NYC agreed with
the holder of the Purchase Note that in the event JMB/NYC had not repaid
all amounts due and owing under the Purchase Note within one year after its
maturity on January 2, 2001, the holder would take the appropriate steps
necessary to foreclose upon and obtain JMB/NYC's interest in the Upper Tier
Partnership in lieu of seeking any other damages.  After the sales of
JMB/NYC's indirect interests in the 1290 Partnership and the 237
Partnership, which were the primary assets of the Upper Tier Partnership,
and the application of JMB/NYC's share of the proceeds from such sales to
amounts due under the Purchase Note, which did not repay the entire amount
of the tranche of the Purchase Note acquired by the limited partners of
JMB/NYC, there were no significant assets, if any, securing repayment of
the balance due under the Purchase Note, which was considered
uncollectible.  Accordingly, the holder did not seek to foreclose on
JMB/NYC's interest in the Upper Tier Partnership.  The Partnership received
$207,884 in May of 2002 as a return of its December 1999 advance to the
limited partners of JMB/NYC.  JMB/NYC recognized gain on debt forgiveness
for financial reporting purposes during September 2002 and Federal income
tax purposes during 2002 equal to the remaining unpaid principal and
accrued interest on the Purchase Note of approximately $186,347,000 and
$62,216,000, respectively.  For Federal income tax purposes the
Partnership's share of such gain is expected to be approximately
$31,037,000.  During 1996, the Partnership discontinued the equity method
of accounting for JMB/NYC for financial reporting purposes.  Therefore, the
Partnership did not recognized a portion of JMB/NYC's share of the gain
related to the Purchase Note for financial reporting purposes.

     Pursuant to the indemnification agreement, the Affiliated Partners
were jointly and severally obligated to indemnify 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 interests in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $3,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed above, during 1999 the maximum potential
obligation was reduced to $14,285,000 and a portion of the collateral
(approximately $4,460,000 in face amount) was released in 1999 to JMB/NYC.
As a result of the sale of JMB/NYC's indirect interest in the 1290
Partnership, the indemnification obligation was terminated and the
remaining collateral (approximately $5,700,000 face amount of which the
Partnership's share was approximately $2,900,000) was released in March
2001 to JMB/NYC.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income during the years 1999, 2000 and 2001 was a result of (i) interest
earned on amounts contributed by the Partnership and held in escrow by
JMB/NYC, (ii) the Partnership's share of the agreed upon reduction of the
maximum obligation in November 1999 in connection with the Restructuring
discussed above, and (iii) the Partnership's share of the remaining
indemnification obligation that was released in March 2001 in connection


<PAGE>


with the sale of JMB/NYC's indirect interest in the 1290 Partnership.
Interest income earned reduced the Partnership's share of the maximum
unfunded obligation under the indemnification agreement, which had been
reflected as a liability.

     As discussed in the Notes, JMB/Piper, on behalf of Piper, had been
negotiating with the lender to transfer title to the Piper Jaffray Tower
through a deed in lieu of foreclosure.  JMB/Piper and the lender were
unable to reach an agreement related to such a transaction.  Consequently,
and as a result of the monetary default under the mortgage loan secured by
the property, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
fees in connection with the transaction, within certain limitations, the
Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation agreement
and appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale.  On October 2, 2000, the court approved such
sale subject to redemption of the property at any time within six months
from the date of such sale.  No such redemption occurred and title to the
property transferred to the lender effective April 2, 2001.

     As a result of the transfer, the Partnership realized extraordinary
gain related to its share of the forgiveness of indebtedness and the write
off of deferred mortgage fees in the net amount of approximately $7,600,000
for financial reporting purposes.  The Partnership also recognized
approximately $20,897,000 of gain for Federal income tax purposes in the
second quarter of 2001 as a result of the transfer with no corresponding
distributable proceeds.  The Defendants have no future liability for any
representations, warranties and covenants as a result of the transfer.

     The Wells Fargo Center - South Tower continued to suffer from the
effects of the high level of debt secured by the property, and provided no
cash flow to the Partnership.  During April 2001, the Partnership received
notice of non-monetary defaults from the lender under the amended and
restated promissory note (the "Note") secured by the Partnership's interest
in the limited liability company that owns the property.  The Partnership
acknowledged certain of the defaults described in the notice of default.
In December 2001, the lender assigned all of its rights and interests under
the loan to an affiliate of the lender.  On December 17, 2001, the
Partnership acknowledged and consented to the plans of the affiliate of the
lender to foreclose on the Partnership's interest in the limited liability
company on or before December 31, 2002 and waived any notice or additional
notice of foreclosure to which it may have been entitled under the terms
and conditions of the loan documents or the California Commercial Code.
Pursuant to a private foreclosure sale, on September 13, 2002 an affiliate
of the Partnership's unaffiliated joint venture partner acquired the
Partnership's interest in the limited liability company and assumed all of
the Partnership's rights and obligations under the limited liability
company's operating agreement dated September 30, 1996, and the
Partnership's obligation to repay the indebtedness and its other
obligations under the Note and the related loan documents were discharged.
The Note had an adjusted principal balance of approximately $21,988,000 and
accrued interest of approximately $21,934,000 at September 13, 2002 (prior
to transfer of the Partnership's interest in the limited liability
company).  The loan was nonrecourse and secured solely by the Partnership's
interest in the limited liability company.  The Partnership recognized an
extraordinary gain on forgiveness of indebtedness of approximately
$43,922,000 for financial reporting purposes.  The Partnership expects to
recognize a gain of approximately $31,000,000 from the transaction for
Federal income tax purposes, with no corresponding distributable proceeds.




<PAGE>


RESULTS OF OPERATIONS

     The decrease in interest and other receivables at September 30, 2002
as compared to December 31, 2001 is primarily due to the collection of sale
proceeds of approximately $43,000 held in escrow since the close of the
sale of the Louis Joliet Mall which was recorded as a receivable at
December 31, 2001.

     The decrease in other assets at September 30, 2002 as compared to
December 31, 2001 is due to the return of the Partnership's 1999 advance to
the limited partners of JMB/NYC used to purchase the tranche of the
Purchase Note, as described more fully above.

     The decrease in accounts payable at September 30, 2002 as compared to
December 31, 2001 is primarily due to the timing of payment for certain of
the professional fees and administrative expenses of the Partnership.

     The decrease in current portion of long-term debt at September 30,
2002 as compared to December 31, 2001 is due to the discharge of the
Partnership's obligation to repay the indebtedness and its other
obligations under the Note and the related loan documents as a result of
the transfer of the Partnership's interest in the limited liability company
which owns the Wells Fargo Center property.  The Note and related loan
obligations were non-recourse to the Partnership.

     The decrease in distributions received in excess of recorded
investment, net at September 30, 2002 as compared to December 31, 2001 is
due to the reduction of such amount in connection with the sale of the
indirect interest in the 237 Partnership in January 2002. The distributions
received in excess of recorded investment was created by the 1999
retirement of the Partnership's obligations to fund, on demand, $400,000
and $400,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital.  Such obligations, when
retired, included accrued but unpaid interest.  Such investment was reduced
to zero and included in the Partnership's share of gain on sale of
JMB/NYC's indirect partnership interest because that interest was the
Partnership's last JMB/NYC related investment property, in January 2002.

     The decrease in interest income for the three and nine months ended
September 30, 2002, as compared to the same periods in 2001 is primarily
due to a lower average interest rate on invested funds during 2002.

     The other income for the three and nine months ended September 30,
2002 consists of final dividends of approximately $55,000 and $69,000
received from Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, in September 2002, and is also partially due to the
collection of an insurance settlement of approximately $14,000 relating to
a formerly owned property in the first quarter of 2002.

     The decrease in professional services for the nine months ended
September 30, 2002 as compared to the same period in 2001 is primarily due
to lower costs for accounting services through the third quarter of 2002.

     The decrease in general and administrative expenses for the nine
months ended September 30, 2002, as compared to the same period in 2001 is
primarily due to the payment of approximately $34,000 in the first quarter
of 2001 by the Partnership for state income taxes owed as a result of the
sale of the Louis Joliet Mall, payment of a settlement amount
(approximately $23,000) for a dispute related to construction costs of a
formerly owned property made in the second quarter of 2001, and lower costs
(approximately $93,000) for payroll, financial reporting and investor
reporting expenses of the Partnership through the third quarter of 2002.
The decrease in general and administrative expenses for the three months
ended September 30, 2002, as compared to the same period in 2001 is
primarily due to lower costs during the third quarter of 2002 for payroll,
financial reporting and investor reporting expenses of the Partnership.



<PAGE>


     The Partnership's share of the reduction of the maximum unfunded
obligation under and income related to termination of the indemnification
agreement recognized as income during 2001 of $7,144,354 is a result of the
sale of JMB/NYC's indirect interest in the 1290 Partnership in March of
2001 and release of the Partnership's and other Affiliated Partners'
indemnification obligation relating to the interest in the 1290
Partnership, as well as interest earned during 2001 on amounts contributed
by the Partnership and held in escrow by JMB/NYC.

     The decrease in Partnership's share of operations of unconsolidated
ventures for the nine months ended September 30, 2002, as compared to the
same period in 2001 is due to the Partnership no longer having an ownership
interest in the Piper Jaffray Tower after April 2, 2001 and also due to the
Partnership's final share of operations received in 2001 in regards to the
winding up of the affairs related to the Partnership's ownership interest
in the 900 Third Avenue Building, as described more fully in the Notes.

     The Partnership's share of gain on sale of indirect partnership
interest for the nine months ended September 30, 2002 is primarily the
aggregate amount of the Partnership's share (approximately $320,000) of
JMB/NYC's gain from the sale of its indirect partnership interest in the
237 Partnership in January 2002 and the reduction of the distributions
received in excess of recorded investment (approximately $1,323,000).  The
Partnership's share of gain on sale of indirect partnership interest for
the three months ended September 30, 2002, is primarily due to a final
liquidating distribution of cash generated from sales proceeds of
approximately $8,000 received from Carlyle-XIV Associates, L.P. in
September 2002.  The Partnership's share of gain on sale of indirect
partnership interest for the nine months ended September 30, 2001 is the
Partnership's share of JMB/NYC's gain from the sale of its indirect
partnership interest in the 1290 Partnership on March 23, 2001.

     The Partnership's share of extraordinary items from unconsolidated
ventures for the nine months ended September 30, 2001 are the net amount of
the Partnership's share of gain on forgiveness of indebtedness of
$8,039,165 and write-off of deferred mortgage fees of $410,869 resulting
from the transfer of title to the Piper Jaffray Tower to the lender on
April 2, 2001, as described above.

     The extraordinary items - gain on forgiveness of indebtedness for the
three and nine months ended September 30, 2002 is due to the gain on
forgiveness of indebtedness resulting from the transfer of the
Partnership's interest in the limited liability company which owns the
Wells fargo Center - South Tower to an affiliate of Partnership's
unaffiliated venture partner pursuant to a foreclosure sale in September of
2002 as described above.


ITEM 4.  CONTROLS AND PROCEDURES

     Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of a date within 90
days prior to the date of the filing of this report (the "Evaluation Date")
with the Securities and Exchange Commission ("SEC").  Based on such
evaluation, the principal executive officer and the principal financial
officer have concluded that the Partnership's disclosure controls and
procedures were effective as of the Evaluation Date to ensure that
information required to be disclosed in this report was recorded,
processed, summarized and reported within the time period specified in the
applicable SEC rules and form for this report.  Furthermore, there have
been no significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.




<PAGE>


PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     During April 2001, the Partnership received notice of non-monetary
defaults from the lender under the amended and restated promissory note
secured by the Partnership's interest in the limited liability company that
owns Wells Fargo Center - South Tower.  The Partnership acknowledged
certain of the defaults described in the notice of default.  In December
2001, the lender assigned all of its rights and interests under the loan to
an affiliate of the lender.  On December 17, 2001, the Partnership
acknowledged and consented to the plans of the affiliate of the lender to
foreclose on the Partnership's interest in the limited liability company on
or before December 31, 2002 and waived any notice or additional notice of
foreclosure to which it may have been entitled under the terms and
conditions of the loan documents or the California Commercial Code.
Pursuant to a private foreclosure sale, on September 13, 2002, an affiliate
of the Partnership's unaffiliated joint venture partner acquired the
Partnership's interest in the limited liability company.  The note had an
adjusted principal balance of approximately $21,988,000 and accrued
interest of approximately $21,934,000 at September 13, 2002 (prior to
transfer of the Partnership's interest in the limited liability company).
Reference is made to the subsection entitled "Wells Fargo Center" in the
Notes to the Financial Statements filed with this report for a further
discussion of the default under such note.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings was
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  Unpaid principal and interest were due at
maturity on January 2, 2001.  As expected, JMB/NYC did not have funds to
pay the Purchase Note at its maturity.  The outstanding principal and
accrued and deferred interest on the Purchase Note at the date of debt
forgiveness and liquidation and termination of JMB/NYC, September 30, 2002,
was approximately $186,347,000 including interest at the default rate (as
defined) of 12-3/4% per annum.  Reference is made to the subsection
entitled "JMB/NYC" in the Notes to the Financial Statements filed with this
report for a further discussion of the default under the Purchase Note.




<PAGE>


     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

             3-A.    Amended and Restated Agreement of Limited Partnership
is hereby incorporated herein by reference to the Partnership's Report on
Form 10-Q (File No. 0-15962) dated August 12, 2002.

             3-B.    Assignment Agreement by and among the Partnership,
the General Partners and the Initial Limited Partner is hereby incorporated
herein by reference to the Partnership's Report on Form 10-Q (File No. 0-
15962) dated August 12, 2002.

             3-C.    Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associate 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.   Foreclosure Sale Certificate by and among Carlyle
Real Estate Limited Partnership - XIV, Maguire Partners-WFC Holdings, LLC,
ATC Realty Seventeen, Inc., Maguire Partners-Bunker Hill, Ltd., Maguire
Partners-South Tower, LLC, and Wells Fargo Bank, N.A. dated September 13,
2002 is filed herewith.

             10-B.   Acknowledgment, Consent and Waiver between Carlyle
Real Estate Limited Partnership - XIV, ATC Realty, Inc. and Wells Fargo
Bank, N.A. dated September 13, 2002 is filed herewith.

             99.     Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
herewith.

        (b)  No reports on Form 8-K were 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: November 14, 2002


     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.


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Chief Financial Officer
                            and Principal Accounting Officer
                      Date: November 14, 2002




                            CERTIFICATIONS

I, H. Rigel Barber, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Carlyle Real
     Estate Limited Partnership - XIV;

2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

     a)    designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;

     b)    evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this quarterly report (the "Evaluation
           Date"); and



<PAGE>


     c)    presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and
     the audit committee of registrant's board of directors (or persons
     performing the equivalent function):

     a)    all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

     b)    any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.   The registrant's other certifying officer and I have indicated in
     this quarterly report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date:November 14, 2002

                            /s/ H. Rigel Barber
                            ----------------------------
                            Principal Executive Officer




                            CERTIFICATIONS

I, Gailen J. Hull, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Carlyle Real
     Estate Limited Partnership - XIV;

2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances
     under which such statements were made, not misleading with respect to
     the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and
     cash flows of the registrant as of, and for, the periods presented in
     this quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and we have:

     a)    designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;



<PAGE>


     b)    evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to
           the filing date of this quarterly report (the "Evaluation
           Date"); and

     c)    presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based
           on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed,
     based on our most recent evaluation, to the registrant's auditors and
     the audit committee of registrant's board of directors (or persons
     performing the equivalent function):

     a)    all significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

     b)    any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

6.   The registrant's other certifying officer and I have indicated in
     this quarterly report whether or not there were significant changes
     in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date:November 14, 2002

                            /s/ Gailen J. Hull
                            ----------------------------
                            Principal Accounting Officer