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, 2001                    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. . . . . . . . . . . . . . .    17



PART II    OTHER INFORMATION

Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    23

Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    24

Item 5.    Other Information. . . . . . . . . . . . . . . . .    25

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    26






<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                            BALANCE SHEETS
               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

                              (UNAUDITED)


                                ASSETS
                                ------


                                       SEPTEMBER 30,     DECEMBER 31,
                                           2001             2000
                                       -------------     -----------

Current assets:
  Cash and cash equivalents . . . . .   $ 12,723,959       8,599,183
  Interest, rents and other
   receivables. . . . . . . . . . . .         39,068          59,586
                                        ------------    ------------
        Total current assets. . . . .     12,763,027       8,658,769
                                        ------------    ------------

Investment in unconsolidated
  ventures, at equity . . . . . . . .          --            895,930
Other assets. . . . . . . . . . . . .        210,375         210,375
                                        ------------    ------------
                                        $ 12,973,402       9,765,074
                                        ============    ============



<PAGE>


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

                      BALANCE SHEETS - CONTINUED


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

                                       SEPTEMBER 30,     DECEMBER 31,
                                           2001             2000
                                       -------------     -----------

Current liabilities:
  Accounts payable and
   other current liabilities. . . . .   $     59,574          46,036
  Current portion of long-term debt .     40,366,007           --
                                        ------------    ------------
        Total current liabilities . .     40,425,581          46,036

Investment in unconsolidated
  ventures, at equity . . . . . . . .          --          7,579,733
Partnership's share of the
  maximum unfunded obligation
  under the indemnification
  agreement . . . . . . . . . . . . .          --          4,272,948
Distributions received in
  excess of recorded invest-
  ment, net . . . . . . . . . . . . .      1,322,572       1,322,572
Long-term debt, less
  current portion . . . . . . . . . .          --         37,562,558
                                        ------------    ------------
Commitments and contingencies

        Total liabilities . . . . . .     41,748,153      50,783,847

Partners' capital accounts
 (deficits):
  General partners:
    Capital contributions . . . . . .          1,000           1,000
    Cumulative net earnings
     (losses) . . . . . . . . . . . .    (14,653,880)    (14,894,586)
    Cumulative cash distributions . .     (2,117,798)     (2,117,798)
                                        ------------    ------------
                                         (16,770,678)    (17,011,384)
                                        ------------    ------------
  Limited partners:
    Capital contributions,
     net of offering costs. . . . . .    351,746,836     351,746,836
    Cumulative net earnings
     (losses) . . . . . . . . . . . .   (262,274,631)   (274,277,947)
    Cumulative cash distributions . .   (101,476,278)   (101,476,278)
                                        ------------    ------------
                                         (12,004,073)    (24,007,389)
                                        ------------    ------------
        Total partners' capital
          accounts (deficits) . . . .    (28,774,751)    (41,018,773)
                                        ------------    ------------
                                        $ 12,973,402       9,765,074
                                        ============    ============








            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, 2001 AND 2000
                                                 (UNAUDITED)
<caption>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------

                                               <c>            <c>          <c>            <c>
Income:
  Interest income . . . . . . . . . . . . . . . .  $   111,606       184,487       349,563       562,149
  Other income. . . . . . . . . . . . . . . . . .        --            --            --          876,265
                                                   -----------    ----------    ----------    ----------
                                                       111,606       184,487       349,563     1,438,414
                                                   -----------    ----------    ----------    ----------
Expenses:
  Mortgage and other interest . . . . . . . . . .      934,483       934,483     2,803,449     2,803,449
  Professional services . . . . . . . . . . . . .       11,874         5,900       252,433       252,777
  Management fees to Corporate General Partner. .        --          278,171         --          500,707
  General and administrative. . . . . . . . . . .      110,046       112,320       471,286       587,179
                                                   -----------    ----------    ----------    ----------
                                                     1,056,403     1,330,874     3,527,168     4,144,112
                                                   -----------    ----------    ----------    ----------
                                                      (944,797)   (1,146,387)   (3,177,605)   (2,705,698)
Partnership's share of the reduction of the
  maximum unfunded obligation under and
  income related to termination of the
  indemnification agreement . . . . . . . . . . .        --           44,734     7,144,354       134,202
Partnership's share of operations of
  unconsolidated ventures . . . . . . . . . . . .        --        1,536,814       (37,099)    1,048,690
                                                   -----------    ----------    ----------    ----------
      Earnings (loss) before gain on sale
        or disposition of indirect partnership
        interest and extraordinary items. . . . .     (944,797)      435,161     3,929,650    (1,522,806)

Partnership's share of gain (loss) on sale of
  indirect partnership interest . . . . . . . . .        --            --          686,076         --
                                                   -----------    ----------    ----------    ----------
      Earnings (loss) before extraordinary items.     (944,797)      435,161     4,615,726    (1,522,806)
Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . .        --            --        8,039,165         --
  Write-off of deferred mortgage fees . . . . . .        --            --         (410,869)        --
                                                   -----------    ----------    ----------    ----------
      Net earnings (loss) . . . . . . . . . . . .  $  (944,797)      435,161    12,244,022    (1,522,806)
                                                   ===========    ==========    ==========    ==========


<PAGE>


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

                                    STATEMENTS OF OPERATIONS - Continued



                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------
Net earnings (loss) per limited partnership
 interest:
  Earnings (loss) before gain on sale or
    disposition of indirect partnership
    interest and extraordinary items. . . . . . .  $     (2.27)         1.04          9.43         (3.65)
  Partnership's share of gain on sale of
    indirect partnership interest . . . . . . . .        --            --             1.70         --
                                                   -----------    ----------    ----------    ----------
      Earnings (loss) per limited partnership
       interest before extraordinary items. . . .        (2.27)         1.04         11.13         (3.65)

Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . .        --            --            19.90         --
  Write-off of deferred mortgage fees . . . . . .        --            --            (1.02)        --
                                                   -----------    ----------    ----------    ----------
      Net earnings (loss) per limited
        partnership interest. . . . . . . . . . .  $     (2.27)         1.04         30.01         (3.65)
                                                   ===========    ==========    ==========    ==========

      Cash distributions per limited
        partnership interest. . . . . . . . . . .  $     --            10.00         --            68.00
                                                   ===========    ==========    ==========    ==========














<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, 2001 AND 2000
                              (UNAUDITED)


                                            2001           2000
                                        -----------    -----------
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . .   $12,244,022     (1,522,806)
  Items not requiring (providing)
   cash or cash equivalents:
    Long-term debt - deferred
      accrued interest. . . . . . . .     2,803,449      2,803,449
    Partnership's share of the
      reduction of the maximum
      unfunded obligation under
      and income related to the
      termination of the indemni-
      fication agreement. . . . . . .    (7,144,354)      (134,202)
    Partnership's share of
      operations of unconsolidated
      ventures. . . . . . . . . . . .        37,099     (1,048,690)
    Partnership's share of gain on
      sale of indirect partnership
      interest. . . . . . . . . . . .      (686,076)         --
    Extraordinary item for gain on
      forgiveness of indebtedness . .    (8,039,165)         --
    Extraordinary item for write-off
      of deferred mortgage fees . . .       410,869          --
  Changes in:
    Interest, rents and other
      receivables . . . . . . . . . .        20,518         15,319
    Accounts payable and other
      current liabilities . . . . . .        13,538        (23,533)
                                       ------------    -----------
          Net cash provided by
            (used in) operating
            activities. . . . . . . .      (340,100)        89,537
                                       ------------    -----------
Cash flows from investing
 activities:
  Partnership's distributions
    from unconsolidated ventures. . .     3,778,800     26,436,064
  Cash proceeds from Partnership's
    share of gain on sale of
    indirect partnership interest . .       686,076          --
                                       ------------    -----------
          Net cash provided by
            (used in) investing
            activities. . . . . . . .     4,464,876     26,436,064
                                       ------------    -----------


<PAGE>


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

                 STATEMENTS OF CASH FLOWS - CONTINUED

             NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)



                                            2001           2000
                                        -----------    -----------

Cash flows from financing activities:
  Distributions to General Partners .         --          (300,424)
  Distributions to Limited Partners .         --       (27,238,463)
                                       ------------    -----------
        Net cash provided by
          (used in) financing
          activities. . . . . . . . .         --       (27,538,887)
                                       ------------    -----------

        Net increase (decrease)
          in cash and cash equi-
          valents . . . . . . . . . .     4,124,776     (1,013,286)
        Cash and cash equivalents,
          beginning of year . . . . .     8,599,183      9,715,669
                                       ------------    -----------

        Cash and cash equivalents,
          end of period . . . . . . .  $ 12,723,959      8,702,383
                                       ============    ===========




































            See accompanying notes to financial statements.


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS

                      SEPTEMBER 30, 2001 AND 2000

                              (UNAUDITED)


GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 2000 which are
included in the Partnership's 2000 Annual Report on Form 10-K filed on
March 23, 2001 (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 2000 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 and its ventures' policy is to
consider a property to be held for sale or disposition when the Partnership
or venture 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 or venture 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.  The unconsolidated
venture's commitment to a plan for sale or disposal of the Piper Jaffray
Tower had, as of June 30, 1999, not resulted in a sale or disposition.  As
a result, the unconsolidated venture made an adjustment to record
depreciation expense as of that date that would have been recognized had
the Piper Jaffray Tower not been considered "held for sale or disposition".

Further, the unconsolidated venture began to record depreciation expense
for this property commencing July 1, 1999.  However, as discussed below,
due to the commencement by the mortgage lender to realize upon its security
in the property, the unconsolidated venture reclassified the property as
held for sale or disposition as of July 1, 2000.

     In addition, the accompanying financial statements include for the
nine month periods ended September 30, 2001 and 2000 operations of
$(37,099) and $1,048,690, respectively, as the Partnership's shares of
total property operations of $(55,344) and $2,334,481 of unconsolidated
properties which were classified as held for sale or disposition or sold in
the past two years.

     Certain amounts in the 2000 financial statements have been
reclassified to conform with the 2001 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 September 30, 2001 and for the nine
months ended September 30, 2001 and 2000 were as follows:

                                                           Unpaid at
                                                         September 30,
                                      2001      2000         2001
                                    -------    -------   -------------
Insurance commissions . . . . . .   $  --       15,429        --
Management fees to Corporate
  General Partner . . . . . . . .      --      500,707        --
Reimbursement (at cost) for
  out-of-pocket salary and
  salary-related expenses and
  other costs for the Partner-
  ship and its investment
  properties. . . . . . . . . . .    77,749     81,597       16,750
                                    -------    -------      -------
                                    $77,749    597,733       16,750
                                    =======    =======      =======

     In connection with the distributions of cash flow from operations in
February and August 2000, the General Partners received distributions
aggregating approximately $134,000 and $167,000, respectively.  The
Corporate General Partner also received management fees (reflected in the
table above) aggregating approximately $223,000 and $278,000 in February
and August 2000, respectively.

     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 former affiliate were approximately $1,839,000
(of which approximately $919,500 was the Partnership's share) and the
former affiliate was to receive payment thereof out of the amount
available, if any, from the escrow of the management fees, which had been
required by the lender.  However, in conjunction with the default under the
mortgage loan and the subsequent appointment of the receiver for the Piper
Jaffray Tower, the escrowed funds were applied to the outstanding principal
balance of the mortgage loan, and the obligation to pay such deferred fees
was released.  As a result, such amounts were written off and are not
reflected in the unconsolidated venture's balance sheets at September 30,
2001, and December 31, 2000.

JMB/NYC

     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").


<PAGE>


     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 for the
Properties (other than that related to a certain indemnification agreement
provided in connection with such restructuring).

     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 below, the maximum indemnification
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 sold its indirect interest in the 1290
Partnership, and as a result, the maximum indemnification obligation was
reduced to $0 and the remaining collateral (approximately $5,700,000 face
amount) 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 is a result of (i) interest earned on
amounts contributed by the Partnership and held in escrow for 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 was reflected as a liability in
the accompanying financial statements.

     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 is 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
is significantly less than 1% of the 237 Partnership.)  The 237 Partnership
owns a portfolio of investments in addition to 237 Park.  JMB/NYC has 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.  In addition,
the general partner of the 237 Partnership has 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.



<PAGE>


     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     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 and is reflected
in the accompanying financial statements).  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 and is reflected in the accompanying
financial statements) 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 is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interests in the 237 Partnership and the 1290 Partnership (prior
to its sale in March 2001) and is non-recourse to JMB/NYC.  The Purchase
Note requires 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 accrues and is deferred, compounded monthly.  Unpaid principal and
interest were due at maturity on January 2, 2001.  As expected, JMB/NYC
does not have funds to pay the Purchase Note.  The limited partners of
JMB/NYC, as creditors, and the holder of the Purchase Note have agreed to
certain steps if the Purchase Note is not repaid within one year of its
maturity as discussed below.  The outstanding principal and accrued and
deferred interest on the Purchase Note at September 30, 2001, was
approximately $164,760,000, 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, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed 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


<PAGE>


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 has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder will 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.

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 since 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.
During 2000 (prior to the default), no such cash flow was generated.
Aggregate amounts due to the lender at the time of the transfer (discussed
below) 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.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000
representing property management fees was deposited and approximately
$970,000 was withdrawn from the escrow account for certain leasing costs in
2000.  The escrow balance as of July 20, 2000 was approximately $5,146,000.

Such balance was applied to the outstanding principal balance of the loan
on July 20, 2000, 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 20, 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 in the third
quarter of 2000.



<PAGE>


     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 property.  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 and on October 2, 2000, the
sheriff's sale received court approval.  Such sale was subject to
redemption of the property within six months of 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 monetary default on the mortgage loan, the property
had been classified as held for sale or disposition as of July 1, 2000, and
therefore, it was not subject to continued depreciation beyond such date
for financial reporting purposes.

     As a result of the transfer of the property to the lender, 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 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 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.

     In February 2000, the Partnership received a distribution of
approximately $26,400,000 from JMB/900 representing the Partnership's share
of sales proceeds and cash flow generated from the operations of the 900
Third Avenue office building.  The Partnership's share of cash remaining at
the venture (approximately $900,000) was distributed to the Partnership in
May 2001.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $183,000,000 as of September 30, 2001), as extended, bears
interest at 10% per annum and 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.



<PAGE>


     As modified, the amended and restated promissory note secured by the
Partnership's interest in the limited liability company, which has an
adjusted principal balance of approximately $21,988,000, and accrued
interest of approximately $18,378,000 at September 30, 2001, has a
scheduled maturity date in September 2003.  The note accrues interest at
17% per annum and requires payments of cash flow distributed 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 is nonrecourse and secured
solely by the Partnership's interest in the limited liability company.

     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.
The Partnership has acknowledged certain of the defaults described in the
notice of default.  The lender may proceed to foreclose on the
Partnership's interest in the limited liability company in 2001; however,
it is more likely that such foreclosure will take place in 2002.  In the
event that the Partnership's interest in the limited liability company is
foreclosed upon and transferred to the lender during 2001, the Partnership
expects to recognize a significant amount of income for both Federal income
tax and financial reporting purposes in 2001 with no corresponding
proceeds.  Due to the defaults as discussed above, the Partnership has
reclassified the long-term debt to current portion of long-term debt at
September 30, 2001 in the accompanying financial statements.

     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.

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 on the same terms for which
it was sold.  As previously reported, the 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 judgment and dismissed the lawsuit.
The joint venture appealed the dismissal.  During the second quarter of
1999, the joint venture reached an agreement in principle with the lender
to settle the lawsuit.  In February 2000, the settlement was finalized and
the former lender paid $1,400,000 to the joint venture in resolution of the
dispute.  Simultaneously, the joint venture paid to its limited partners
$27,000 in settlement of any of their potential claims related to the
matter.  The Partnership's share of the settlement proceeds and cash held
at the joint venture was approximately $876,000, which the Partnership
received in the second quarter of 2000.




<PAGE>


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 and 2000 are as
follows:

                                             2001             2000
                                          -----------      ----------

  Total income from properties
    (unconsolidated). . . . . . . . . . . $ 3,894,705      13,981,019
                                          ===========      ==========

  Operating profit (loss) of ventures . . $   (55,344)      2,334,481

  Extraordinary items . . . . . . . . . .  15,247,014           --
                                          -----------      ----------

  Net earnings (loss) . . . . . . . . . . $15,191,670       2,334,481
                                          ===========      ==========

  Partnership's share of
    income (loss) . . . . . . . . . . . . $ 7,591,196       1,048,690
                                          ===========      ==========


ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect treatment given certain transactions in the Partnership's 2000
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 2001 and for the three and nine
months ended September 30, 2001 and 2000.




<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
consolidated financial statements for additional information concerning
certain of the Partnership's investment properties.

     At September 30, 2001, the Partnership had cash and cash equivalents
of approximately $12,724,000.  Such funds were available for working
capital requirements and potential future distributions to the General
Partners and Holders of Interests.  In May 2001, the Partnership received
from JMB/900 approximately $900,000 as its share of remaining sale proceeds
and cash flow from the operations of the 900 Third Avenue Building.  The
Partnership had previously received a distribution from JMB/900 in February
2000 of approximately $26,400,000, representing a portion of the
Partnership's share of sale proceeds and cash flow from operations of the
900 Third Avenue Office Building.  As discussed below, JMB/NYC sold its
indirect interest in the 1290 Partnership in March 2001.  The Partnership
received its share of the proceeds from such sale (approximately $686,000),
as well as its share of the remaining funds (approximately $2,900,000) held
as collateral pursuant to the indemnification agreement in May 2001.  As
discussed in more detail in the Notes, a receiver was appointed for the
Piper Jaffray Tower in July 2000 as a result of the monetary default under
the mortgage loan secured by the property, and cash flow generated by the
property since then was under control of the receiver.  Title transferred
to the lender effective April 2, 2001, as discussed below.  The Wells Fargo
Center - South Tower investment property is restricted as to the use of
excess cash flows by an escrow agreement negotiated pursuant to loan
modifications.  The Partnership does not consider its remaining investment
properties to be potential sources of a significant amount of future cash
generated from sales or operations.

     The Partnership has not budgeted any amounts for its share of tenant
improvements and other capital expenditures as it has no funding
obligations for its remaining investment properties.

     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 is 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
is significantly less than 1% of the 237 Partnership.)  The 237 Partnership
owns a portfolio of investments in addition to 237 Park.  JMB/NYC has 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 has the right, during the month of January of each calendar


<PAGE>


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.  The general partner of the 237 Partnership has
indicated that it intends to exercise its right to purchase the interest in
the 237 Partnership in January 2002.  The Partnership does not expect to
receive any significant proceeds upon the disposition of JMB/NYC's interest
in the 237 Partnership.

     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     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 and is reflected
in the accompanying financial statements).  Such amount was paid 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 and is reflected in the accompanying financial
statements) 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 is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interests in the 237 Partnership and the 1290 Partnership (prior
to its sale in March 2001) and is non-recourse to JMB/NYC.  The Purchase
Note requires 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 accrues and is deferred, compounded monthly.  Unpaid principal and
interest were due at maturity on January 2, 2001.  As expected, JMB/NYC
does not have funds to pay the Purchase Note.  The limited partners of
JMB/NYC, as creditors, and the holder of the Purchase Note have agreed to
certain steps if the Purchase Note is not repaid within one year of its
maturity as discussed below.  The outstanding principal and accrued and
deferred interest on the Purchase Note at September 30, 2001, was
approximately $164,760,000, 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, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed 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 has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder will 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.

     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, the maximum indemnification
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 maximum indemnification obligation was reduced to $0 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 is a result of (i) interest earned on amounts contributed by the
Partnership and held in escrow for 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 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 was reflected as a liability as of
December 31, 2000 in the accompanying financial statements.

     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


<PAGE>


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 expects to
recognize a substantial amount of gain for Federal income tax purposes as a
result of the transfer.  The Defendants have no future liability for any
representations, warranties and covenants as a result of the transfer.

     The Wells Fargo Center - South Tower continues to suffer from the
effects of the high level of debt secured by the property, and provides no
cash flow to the Partnership.  The lender has had discussions with the
Partnership regarding alleged defaults under the loan agreements secured by
the Partnership's interest in the limited liability company that owns the
property.  During April 2001, the Partnership received a notice of non-
monetary defaults from the lender.  The Partnership has acknowledged
certain defaults described in the notice of defaults.  The lender may
proceed to foreclose on the Partnership's interest in the limited liability
company in 2001; however, it is more likely that such foreclosure will take
place in 2002.  In the event that the Partnership's interest in the limited
liability company is foreclosed upon and transferred to the lender during
2001, the Partnership expects to recognize a significant amount of income
for both Federal income tax and financial reporting purposes in 2001 with
no corresponding proceeds.

     In connection with the sale of the 900 Third Avenue Building in
November 1999, 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 and its ventures' mortgage obligations generally are
or have been separate non-recourse loans secured individually by the
investment properties and are or were not obligations of the entire
investment portfolio, and the Partnership and its ventures are or were not
personally liable for the payment of the indebtedness.

     Although the Partnership expects to make minimal future cash
distributions, aggregate distributions received by Holders of Interest over
the entire term of the Partnership will be approximately 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 ventures, Holders of Interests
will be allocated a substantial amount of gain for Federal income tax
purposes, regardless of whether any proceeds are distributed from such
sales or other dispositions.  The remaining investment properties have high
levels of debt secured by the properties and by the Partnership's interests
in the properties. Reference is made to the Notes for a description of such
indebtedness.



<PAGE>


     The Partnership does not expect to receive any substantial proceeds
from operations or sales of its remaining properties (or the Partnership's
interests therein).  However, upon disposition of each of these properties
or the Partnership's (or JMB/NYC's) interest therein, the Partnership, and
therefore the Holders of Interests, will recognize a substantial amount of
taxable income with little or no distributable proceeds.  For certain
Holders of Interest, 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.

     The Partnership's interest, through JMB/NYC, in 1290 Avenue of the
Americas was sold in March 2001.  Title to the Piper Jaffray Tower
transferred to the lender on April 2, 2001.  The Partnership's only
remaining investment properties are its indirect interest through JMB/NYC
in the 237 Partnership and its interest in Wells Fargo Center - South
Tower.  The general partner of the 237 Partnership has indicated that it
intends to exercise its right to purchase JMB/NYC's interest in the 237
Partnership in January 2002.  In addition, 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 has
given the Partnership a notice of defaults under the loan (certain of which
the Partnership has acknowledged) and is expected to seek to foreclose on
the Partnership's interest in the limited liability company.  Such
foreclosure could occur in 2001; however it is more likely that such
foreclosure will take place in 2002.  The Partnership currently expects
that its liquidation and termination will occur no later than the end of
2002, barring unforeseen circumstances.

RESULTS OF OPERATIONS

     The increase in cash and cash equivalents at September 30, 2001 as
compared to December 31, 2000 is primarily due to receipt of the
Partnership's share of the collateral amount returned to JMB/NYC upon
termination of the indemnification agreement in 2001 and the Partnership's
share of the proceeds of the March 23, 2001 sale of JMB/NYC's indirect
interest in the 1290 Partnership.  The Partnership received such amounts in
May 2001.  The increase is also partially due to the receipt of the
Partnership's share of cash remaining at the JMB/900 venture in May 2001.

     The decrease in interest, rents and other receivables at September 30,
2001 as compared to December 31, 2000 is primarily due to lower interest
rates on invested funds during September of 2001.

     The decrease in the asset investment in unconsolidated ventures, at
equity, at September 30, 2001 as compared to December 31, 2000 is primarily
due to receipt of the Partnership's share of cash remaining at the JMB/900
venture in May 2001.

     The increase in accounts payable at September 30, 2001 as compared to
December 31, 2000 is primarily due to the timing of payment for certain of
the administrative expenses of the Partnership.

     The increase in current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at
September 30, 2001, as compared to December 31, 2000 is due to the
reclassification of the promissory note secured by the Partnership's
interest in the limited liability company that owns the Wells Fargo Center
- South Tower as a result of certain non-monetary defaults under the
promissory note acknowledged by the Partnership.

     The decrease in the liability investment in unconsolidated ventures,
at equity, at September 30, 2001 as compared to December 31, 2000 is
primarily due to the transfer of title to the Piper Jaffray Tower to the
lender on April 2, 2001, as described more fully in the Notes.



<PAGE>


     The decrease in the Partnership's share of the maximum unfunded
obligation under the indemnification agreement as of September 30, 2001,
compared to December 31, 2000, is primarily due to the termination of such
indemnification agreement upon sale of JMB/NYC's indirect interest in the
1290 Partnership on March 23, 2001.

     The decrease in interest income for the three and nine months ended
September 30, 2001, as compared to the same periods in 2000 is primarily
due to temporary investment of the cash received from the sale of JMB/900
in November 1999.  Portions of such funds were distributed to the General
Partners and Holders of Interests in late February 2000 and August 2000,
which resulted in lower amounts available for investment during the three
and nine month periods of 2001.  The decrease is also due in part to a
lower average interest rate on invested funds during 2001.

     The decrease in other income for the nine months ended September 30,
2001, as compared to the same period in 2000 is the result of the
Partnership's receipt of its share of the proceeds from settlement of the
Yerba Buena litigation during the second quarter of 2000.

     The decrease in management fees to Corporate General Partner for the
three and nine month periods ended September 30, 2001, as compared to the
same periods in 2000, is due to the distributions of cash flow from
operations to the General Partners and the Holders of Interest in February
and August 2000.  The management fee is based upon a percentage of the
distributions of cash flow from operations.

     The decrease in general and administrative expenses for the nine
months ended September 30, 2001, as compared to the same period in 2000 is
primarily due to the payment in the first quarter of 2000 by the
Partnership for state income taxes owed as a result of the sale of the
Louis Joliet Mall in July 1999.

     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.  Such interest income
earned reduced the Partnership's proportionate share of the maximum
unfunded obligation under the indemnification agreement.  The Partnership's
share of the reduction of the maximum unfunded obligation under the
indemnification agreement recognized as income for the three and nine
months ended September 30, 2000 is a result of interest earned on amounts
contributed by the Partnership and held in escrow for JMB/NYC.

     The decrease in Partnership's share of operations of unconsolidated
ventures for the three and nine months ended September 30, 2001, as
compared to the same periods in 2000 is primarily due to the third quarter
2000 write-off to income of a liability for certain deferred management
fees upon the appointment of the receiver at the Piper Jaffray Tower in
July 2000.  The decrease is also due to the transfer of title to the Piper
Jaffray Tower to the lender on April 2, 2001, 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, 2001 is the Partnership's
share of the gain from JMB/NYC's sale of its indirect partnership interest
in the 1290 Partnership on March 23, 2001.

     The extraordinary items of gain on forgiveness of indebtedness and
write-off of deferred mortgage fees for the nine months ended September 30,
2001 are due to the transfer of title to the Piper Jaffray Tower to the
lender on April 2, 2001, as described more fully in the Notes.


<PAGE>


PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     On July 20, 2000, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. 222 SOUTH NINTH STREET LIMITED PARTNERSHIP, OB
JOINT VENTURE, JMB/PIPER JAFFRAY TOWER ASSOCIATES, CARLYLE REAL ESTATE
LIMITED PARTNERSHIP-XIV, JMB/PIPER JAFFRAY TOWER ASSOCIATES II, CAMPBELL-
MITHUN-ESTY, L.L.C., U.S. BANCORP PIPER JAFFRAY INC. JMB REALTY
CORPORATION, OB JOINT VENTURE II AND LHDL REALTY LIMITED PARTNERSHIP was
initiated in and an order for judgement entered by Minnesota District Court
of Hennepin County, Minnesota.  In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
note secured by the Piper Jaffray Tower, sought the enforcement of its
security interest and the appointment of a receiver for the benefit of the
lender to take exclusive possession, control and operation of the property.

Due to a substantial amount of space vacated by a major tenant at the
expiration of its lease in May 2000, the property owning venture had not
made all of the scheduled debt service payments on the mortgage note since
June 1, 2000.  In consideration for, among other things, being released
under the mortgage loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of their fees in
connection with the transaction, within certain limitations, the defendants
listed above executed a stipulation agreement consenting to the foreclosure
sale of the property.  In July 2000, the Court approved the stipulation
agreement, granted Teachers' application and entered an order for a
receiver to take exclusive possession, control and operation of the
property.  Accordingly, the receiver assumed control of the property and
its operations.  In September 2000, a sheriff's sale of the property was
held, and in October 2000 the Court approved the sheriff's sale.  Such sale
was subject to redemption of the property within six months from the date
of sale.  No redemption of the property occurred, and title to the property
transferred to Teachers effective April 2, 2001.

     The Partnership is not subject to any other material legal
proceedings.




<PAGE>


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The joint venture that owned the Piper Jaffray Tower had not made all
of the scheduled debt service payments on the mortgage note secured by the
property since June 1, 2000.  Aggregate amounts due to the lender at the
time of the transfer to it of the property were approximately $109,000,000,
including certain default interest.  Title transferred to the lender
effective April 2, 2001 as a result of the lender's foreclosure of its
mortgage and sheriff's sale of the property.  Reference is made to the
subsection entitled "JMB/Piper" in the Notes to the Financial Statements
filed with this report for a further discussion of the default under the
mortgage loan secured by the Piper Jaffray Tower, which discussion is
hereby incorporated herein by reference.

     The lender of the loan secured by the Partnership's interest in the
limited liability company that owns the Wells Fargo Center - South Tower
has had discussions with the Partnership regarding alleged defaults under
that loan.  During April 2001, the Partnership received a notice of non-
monetary defaults from the lender.  The Partnership has acknowledged
certain of the defaults described in the notice of defaults.  The lender
may proceed to foreclose on the Partnership's interest in the limited
liability company in 2001; however, it is more likely that such foreclosure
will take place in 2002.  As of September 30, 2001, the promissory note
secured by the Partnership's interest in the limited liability company had
an adjusted principal balance of approximately $21,988,000 and accrued
interest of approximately $18,378,000.  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 defaults under the
loan agreements secured by the Partnership's interest in the limited
liability company that owns the Wells Fargo Center - South Tower, which
discussion is hereby incorporated herein by reference.

     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 is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interests in the 1290 Partnership (prior to its sale in March
2001) and the 237 Partnership and is non-recourse to JMB/NYC.  The Purchase
Note requires payment of principal and interest out of distributions made
to JMB/NYC from the 1290 Partnership and the 237 Partnership and proceeds
from the sales of JMB/NYC's indirect interests in those partnerships.
Unpaid interest accrues and is deferred, compounded monthly.  Unpaid
principal and interest were due at maturity on January 2, 2001.  As
expected, JMB/NYC does not have funds to pay the Purchase Note.  The
limited partners of JMB/NYC, as creditors of JMB/NYC through their
acquisition of a tranche of the Purchase Note, and the holder of the
Purchase Note have agreed to certain steps if the Purchase Note is not
repaid within one year of its maturity.  The outstanding principal and
accrued and deferred interest on the Purchase Note at September 30, 2001,
was approximately $164,760,000 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,
which discussion is hereby incorporated herein by reference.




<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 2001.

<caption>
                                                 2000                                2001
                                  -------------------------------------   ------------------------------
                                     At        At         At        At      At       At      At      At
                                    3/31      6/30       9/30     12/31    3/31     6/30    9/30   12/31
                                    ----      ----       ----     -----    ----     ----   -----   -----

                               <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 . . . . .     *         *          *         *      N/A      N/A     N/A
 3. Piper Jaffray Tower
     Minneapolis, Minnesota . . .    92%       65%        65%       82%     82%      N/A     N/A
 4. Wells Fargo Center
     South Tower
     Los Angeles, California. . .     *         *          *         *       *        *       *

<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 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 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.
--------------

             *  Previously filed as Exhibits 3-B and 3-C, respectively, 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 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 9, 2001


     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, Principal Accounting Officer
                      Date: November 9, 2001