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, 1996                    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      




                           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. . . . . . . .    18




PART II    OTHER INFORMATION


Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    20

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

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








<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                                         CONSOLIDATED BALANCE SHEETS

                                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------

<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1996            1995     
                                                                          -------------     ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .     $ 19,193,262     16,210,170 
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . .           21,000      2,544,419 
  Interest, rents and other receivables (net of allowance 
    for doubtful accounts of $22,701 and $383,341 at 
    September 30, 1996 and December 31, 1995, respectively) . . . . . .          321,702        310,325 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .           76,991        101,000 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .          526,585        328,318 
                                                                            ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .       20,139,540     19,494,232 
                                                                            ------------   ------------ 
Investment properties, at cost:
    Land and leasehold interests. . . . . . . . . . . . . . . . . . . .        4,887,375      6,982,049 
    Buildings and improvements. . . . . . . . . . . . . . . . . . . . .       51,625,485    105,859,744 
                                                                            ------------   ------------ 
                                                                              56,512,860    112,841,793 
    Less accumulated depreciation . . . . . . . . . . . . . . . . . . .       17,489,235     36,814,248 
                                                                            ------------   ------------ 
        Total investment properties, net of 
          accumulated depreciation. . . . . . . . . . . . . . . . . . .       39,023,625     76,027,545 
                                                                            ------------   ------------ 
Investment in unconsolidated ventures, at equity. . . . . . . . . . . .        6,460,059      7,534,345 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,179,303      1,920,835 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .          360,650      1,136,835 
                                                                            ------------   ------------ 
                                                                            $ 67,163,177    106,113,792 
                                                                            ============   ============ 

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

Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .     $ 18,750,000     60,042,105 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .          729,976      1,187,171 
  Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . .        2,979,984      2,743,979 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .        2,868,204      7,291,442 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .          624,907        600,015 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .          425,863        304,724 
                                                                            ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . . .       26,378,934     72,169,436 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .           75,034        417,084 
Investment in unconsolidated ventures, at equity. . . . . . . . . . . .      194,079,559    184,813,778 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .       26,000,000     26,000,000 
                                                                            ------------   ------------ 
Commitments and contingencies 

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .      246,533,527    283,400,298 

Partners' capital accounts (deficits):
  General partners: 
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            1,000          1,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (21,879,509)   (21,087,495)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (1,316,336)    (1,316,336)
                                                                            ------------   ------------ 
                                                                             (23,194,845)   (22,402,831)
                                                                            ------------   ------------ 
  Limited partners: 
    Capital contributions, net of offering costs. . . . . . . . . . . .      351,746,836    351,746,836 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .     (463,746,313)  (462,454,483)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (44,176,028)   (44,176,028)
                                                                            ------------   ------------ 
                                                                            (156,175,505)  (154,883,675)
                                                                            ------------   ------------ 
        Total partners' capital accounts (deficits) . . . . . . . . . .     (179,370,350)  (177,286,506)
                                                                            ------------   ------------ 
                                                                            $ 67,163,177    106,113,792 
                                                                            ============   ============ 


<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1996          1995          1996          1995    
                                                   -----------    ----------   -----------    ---------- 
<S>                                               <C>            <C>          <C>            <C>         
Income:
  Rental income . . . . . . . . . . . . . . . . .  $ 2,595,212     4,228,089     8,489,190    13,206,557 
  Interest income . . . . . . . . . . . . . . . .      295,592       277,258       679,991       860,204 
  Other income. . . . . . . . . . . . . . . . . .       31,356         --          431,738       400,856 
                                                   -----------    ----------   -----------    ---------- 
                                                     2,922,160     4,505,347     9,600,919    14,467,617 
                                                   -----------    ----------   -----------    ---------- 
Expenses:
  Mortgage and other interest . . . . . . . . . .    1,022,268     2,777,725     4,164,982     8,855,956 
  Depreciation. . . . . . . . . . . . . . . . . .      366,571     1,036,841     1,095,630     3,284,518 
  Property operating expenses . . . . . . . . . .    1,471,741     2,584,115     4,644,117     6,848,487 
  Professional services . . . . . . . . . . . . .      137,151        87,658       448,257       550,762 
  Amortization of deferred expenses . . . . . . .       56,086       155,288       314,407       443,114 
  General and administrative. . . . . . . . . . .      180,133       508,678       662,903       904,169 
                                                   -----------    ----------   -----------    ---------- 
                                                     3,233,950     7,150,305    11,330,296    20,887,006 
                                                   -----------    ----------   -----------    ---------- 
        Operating earnings (loss) . . . . . . . .     (311,790)   (2,644,958)   (1,729,377)   (6,419,389)

Partnership's share of operations 
  of unconsolidated ventures. . . . . . . . . . .      470,255    (1,469,830)   (7,976,478)  (12,523,090)
                                                   -----------    ----------   -----------    ---------- 
        Net operating earnings (loss) . . . . . .      158,465    (4,114,788)   (9,705,855)  (18,942,479)

Gain on sale of investment properties . . . . . .        --        8,117,412         --       14,692,172 
Loss on sale of investment property by 
  unconsolidated venture. . . . . . . . . . . . .        --      (29,579,058)        --      (29,579,058)
                                                   -----------    ----------   -----------    ---------- 
        Net earnings (loss) before 
          extraordinary items and
          cumulative effect of 
          accounting change . . . . . . . . . . .      158,465   (25,576,434)   (9,705,855)  (33,829,365)

Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . .        --            --       23,622,011     1,650,638 
  Partnership's share of gain on extin-
    guishment of indebtedness of
    unconsolidated venture. . . . . . . . . . . .        --       31,264,814         --       31,264,814 
  Prepayment penalty on refinanced
    long-term debt. . . . . . . . . . . . . . . .        --         (204,093)        --         (204,093)
Cumulative effect of an accounting change . . . .        --            --      (16,000,000)        --    
                                                   -----------    ----------   -----------    ---------- 
        Net earnings (loss) . . . . . . . . . . .  $   158,465     5,484,287    (2,083,844)   (1,118,006)
                                                   ===========    ==========   ===========    ========== 

        Net earnings (loss) per limited 
         partnership interest:
          Net operating earnings (loss) . . . . .   $      .38         (9.85)       (23.23)       (45.35)
          Gain (loss) on sale of investment 
            properties and investment
            property by unconsolidated
            venture . . . . . . . . . . . . . . .        --           (52.98)        --           (36.75)
          Extraordinary items . . . . . . . . . .        --            76.69         58.31         80.77 
          Cumulative effect of an 
            accounting change . . . . . . . . . .        --            --           (38.30)        --    
                                                   -----------    ----------   -----------    ---------- 
            Net earnings (loss) . . . . . . . . .  $       .38         13.86         (3.22)        (1.33)
                                                   ===========    ==========   ===========    ========== 
        Cash distributions per 
          limited partnership 
          interest. . . . . . . . . . . . . . . .  $     --            --            --            20.00 
                                                   ===========    ==========   ===========    ========== 





<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                 (UNAUDITED)

<CAPTION>
                                                                                 1996             1995    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (2,083,844)     (1,118,006)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,095,630       3,284,518 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .       314,407         443,114 
    Amortization of discount on long-term debt. . . . . . . . . . . . . . .         --            189,799 
    Partnership's share of operations of unconsolidated ventures. . . . . .     7,976,478      12,523,090 
    Gain (loss) on sale of investment properties and
      investment property by unconsolidated venture . . . . . . . . . . . .         --         14,886,886 
    Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . .   (23,622,011)    (32,711,359)
    Cumulative effect of an accounting change . . . . . . . . . . . . . . .    16,000,000           --    
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . .      (861,169)        457,674 
    Interest, rents and other receivables . . . . . . . . . . . . . . . . .       (99,401)        369,544 
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .         9,252         (65,574)
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (198,267)        (97,854)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .        50,373          80,251 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .      (165,255)       (311,018)
    Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . .       236,005         165,690 
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       138,659        (409,266)
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,276,408       4,607,778 
    Deferred interest . . . . . . . . . . . . . . . . . . . . . . . . . . .         --          1,200,233 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .       183,197         119,436 
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .        (8,401)         47,029 
    Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .         --           (590,542)
                                                                             ------------     ----------- 
          Net cash provided by (used in) operating activities . . . . . . .     1,242,061       3,071,423 
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Net sales and maturities (purchases) of short-term investments. . . . . .         --          2,129,166 
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .      (461,152)     (1,014,630)
  Partnership's distributions from unconsolidated ventures. . . . . . . . .     2,363,589       1,369,320 
  Cash proceeds from sale of investment properties. . . . . . . . . . . . .         --          2,795,768 
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .         --            (10,000)
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .      (161,406)       (269,107)
                                                                             ------------     ----------- 
          Net cash provided by (used in) investing activities . . . . . . .     1,741,031       5,000,517 
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .         --           (376,203)
  Proceeds received on refinancing of long-term debt. . . . . . . . . . . .         --            381,704 
  Prepayment penalty on long-term debt. . . . . . . . . . . . . . . . . . .         --           (204,093)
  Distributions to general partners . . . . . . . . . . . . . . . . . . . .         --            (81,017)
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . .         --         (8,020,647)
                                                                             ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .         --         (8,300,256)
                                                                             ------------     ----------- 
        Net increase (decrease) in cash and cash equivalents. . . . . . . .     2,983,092        (228,316)
        Cash and cash equivalents, beginning of year. . . . . . . . . . . .    16,210,170      18,165,563 
                                                                             ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .  $ 19,193,262      17,937,247 
                                                                             ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $  1,888,574       2,969,249 
                                                                             ============     =========== 
  Sale of investment properties:
    Total sale proceeds, net of selling expenses. . . . . . . . . . . . . .  $      --         17,925,768 
    Principal balances due on mortgages payable . . . . . . . . . . . . . .         --        (15,130,000)
                                                                             ------------     ----------- 
        Cash proceeds from sale of investment property,
          net of selling expenses . . . . . . . . . . . . . . . . . . . . .  $      --          2,795,768 
                                                                             ============     =========== 

  Extraordinary item due to forgiveness of indebtedness
   secured by Brittany Downs Apartments - Phase II. . . . . . . . . . . . .  $      --          1,650,638 
                                                                             ============     =========== 
  Extraordinary item due to forgiveness of indebtedness
   secured by Wilshire Bundy Plaza. . . . . . . . . . . . . . . . . . . . .  $ 23,622,011           --    
                                                                             ============     =========== 
  Non-cash financing activities:
    Gross proceeds from refinancing of long-term debt . . . . . . . . . . .  $      --         26,000,000 
    Principal and interest paid at closing. . . . . . . . . . . . . . . . .         --        (24,985,162)
    Prepayment penalty. . . . . . . . . . . . . . . . . . . . . . . . . . .         --           (204,093)
    Payment of deferred mortgage expense. . . . . . . . . . . . . . . . . .         --           (429,041)
                                                                             ------------     ----------- 
          Proceeds received on refinancing of long-term debt. . . . . . . .  $      --            381,704 
                                                                             ============     =========== 

























<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1996 AND 1995

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995 which are
included in the Partnership's 1995 Annual Report on Form 10-K (File No. 0-
15962) filed on March 25, 1996, 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 1995 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.

     Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

     Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.


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, certain of its officers, and 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, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:

                                                           Unpaid at  
                                                         September 30,
                                   1996        1995          1996     
                                 --------     -------    -------------
Property management 
 and leasing fees . . . . . .    $196,733     315,929          --     
Insurance commissions . . . .      31,518      64,062          --     
Reimbursement (at 
 cost) for out-of-
 pocket salary and
 salary-related
 expenses related
 to the on-site
 and other costs
 for the Partner-
 ship and its
 investment
 properties . . . . . . . . .     136,446      16,633        127,446  
                                 --------     -------        -------  
                                 $364,697     396,624        127,446  
                                 ========     =======        =======  

     The Partnership is obligated to fund, on demand, $1,200,000 and
$1,200,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, for additional paid-in capital (reflected in amounts due to
affiliates in the accompanying consolidated financial statements).  As of
September 30, 1996, these obligations bore interest at 5.93% per annum and
interest accrued on these obligations was $452,628.

     Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, has provided and continues to provide certain property
management services to certain properties owned by the Partnership.  Such
acquisition had no effect on the fees payable by the Partnership under any
existing agreements with such company.  The fees earned by such company
from the Partnership for the nine months ended September 30, 1996 were
approximately $2,900, all of which have been paid.


ORCHARD ASSOCIATES

     Old Orchard Urban Venture still may earn, under certain conditions, up
to an additional $3,400,000 (of which Orchard Associates has a 79.1667
interest) based upon certain future earnings of the property (as defined),
none of which has been earned or received as of the date of this report.

     In August 1996, OOUV distributed to Orchard Associates $455,000 in
proceeds from the partial settlement of operating prorations.  As a result,
Orchard Associates distributed $227,500 to the Partnership representing its
share of such operating prorations.


JMB/NYC

     In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC Office
Building Associates, L.P. ("JMB/NYC"), entered into an agreement (the
"Agreement") with the affiliates (the "Olympia & York affiliates") of
Olympia & York Developments, Ltd. ("O&Y") who are the venture partners in
the joint ventures which own or owned 237 Park Avenue, 1290 Avenue of the
Americas and 2 Broadway, to resolve certain disputes among the Affiliated
Partners and the Olympia and York affiliates.  In general, the parties
agreed to:  (i) restructure the first mortgage loan; (ii) sell the 2
Broadway Building; (iii) reduce or eliminate approval rights of JMB/NYC
with respect to virtually all property management, leasing, sale or
refinancing; (iv) amend the joint ventures' agreements to eliminate any
funding obligations by JMB/NYC and (v) establish a new preferential cash
distribution level for the Olympia & York affiliates.  In accordance with
the Agreement and in anticipation of the sale of the 2 Broadway Building,
the unpaid first mortgage indebtedness previously allocated to 2 Broadway
was allocated in 1994 to 237 Park Avenue and 1290 Avenue of the Americas.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the joint ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties after the sale of 2 Broadway.  In
June 1995, the 2 Broadway joint ventures filed their pre-arranged
bankruptcy plans for reorganization, and in August 1995, the bankruptcy
court entered an order confirming their plans of reorganization.  In
September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or O&Y and its
affiliates.

     Bankruptcy filings for the other joint ventures were made in April
1996, and in August 1996, an Amended Plan of Reorganization and Disclosure
Statement (the "Plan") was filed with the Bankruptcy Court for all such
joint ventures.  The Plan was accepted by the various classes of debt and
equity holders and confirmed by the Court on September 20, 1996 and became
effective October 10, 1996.  The Plan provides that JMB/NYC has an indirect
limited partnership interest which, before taking into account certain
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties").  Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties.  The new ownership
structure gives control of the Properties to a newly-organized real estate
investment trust which is owned primarily by holders of the first mortgage
debt which encumbered the Properties prior to the bankruptcy.  JMB/NYC has,
under certain circumstances, through January 1, 2001 rights of consent
regarding sale of the Properties or the consummation of certain other
transactions that significantly reduce indebtedness of the Properties.

     The restructuring and reorganization discussed above eliminates any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements.  The
Affiliated Partners entered into a joint and several obligation to
indemnify the newly formed real estate investment trust to the extent of
$25 million to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest in the
restructured and reorganized joint ventures that own the Properties.  As
collateral for such indemnification, $7.8 million of marketable U.S.
government debt securities (of which the Partnership's share was $3.9
million) was provided to the real estate investment trust in October 1996. 
Compliance with the provisions of the indemnification agreement is within
the control of the Affiliated Partners and non-compliance with such
provisions by either the Partnership or the Affiliated Partners is highly
unlikely.  Therefore, it is highly likely that the Partnership's share of
the collateral will be returned to it at the termination of the
indemnification agreement.

     While JMB/NYC is not expected to terminate in the near term, it
currently appears unlikely that any significant distributions will be made
to the Partnership at any time due to the level of indebtedness remaining
on the Properties, the original purchase money notes payable by JMB/NYC and
the preference levels within the reorganized structure.


JMB/PIPER

     Occupancy of this building remained at 98% during the quarter.  A
major law firm tenant, Popham Haik (103,782 square feet with a lease
expiration date of January 31, 2003) informed the joint venture that as a
result of recent attorney and staff downsizing, they no longer need all of
their space and they would like the joint venture to consider taking back a
significant portion of their space.  The joint venture is analyzing the
tenant's request.  Popham Haik's existing rental rate does not exceed
current market rental rates.  In addition, Piper Jaffray (310,111 square
feet with a lease expiration date of March 31, 2000) has requested that the
joint venture submit a proposal for early renewal of its lease.  Piper
Jaffray has requested that in return for such early renewal, it would like
an immediate reduction in the existing rental rate which exceeds current
market rental rates.  The joint venture is also analyzing this request. 
Any modification or early renewal of either of these tenant leases would
require the approval of the underlying lender.

     Under the terms of an August 1992 modification agreement with the
lender, the lender is essentially entitled to all operating cash flow.  In
addition to fixed interest on the mortgage notes secured by the Piper
Jaffray Tower, contingent interest is payable in annual installments on
April 1 computed at 50% of gross receipts, as defined, for each fiscal year
in excess of $15,200,000.  No such contingent interest was due for 1993,
1994 or 1995.  In addition, to the extent the investment property generates
cash flow after payment of the fixed interest on the mortgage, contingent
interest, if any, leasing and capital costs, and 25% of the ground rent,
such amount will be paid to the lender as a reduction of the principal
balance of the mortgage loan.  The excess cash flow payments remitted to
the lender for 1993, 1994 and 1995 totalled $1,390,910, $353,251 and
$464,178, respectively.  On a monthly basis, the venture deposits the
property management fee into an escrow account to be used (including
interest earned thereon) for future leasing costs to the extent cash flow
is not sufficient to cover such items.  To date, no escrow funds have been
required to be used for leasing costs.  At September 30, 1996, the balance
of such escrow account totalled approximately $3,711,000.  The manager of
the property (which was an affiliate of the Corporate General Partner
through November 1994) has agreed to defer receipt of its management fee
until a later date.  As of September 30, 1996, the manager has deferred
approximately $3,027,839 ($1,839,000 of which represents deferred fees due
to affiliates through November 1994, of which $919,500 is the Partnership's
share) of management fees.

     In addition, upon sale or refinancing, the lender is entitled to a
significant level of proceeds in excess of the then unpaid principal
balance prior to the joint venture's receipt of proceeds.  While the
modification provides the joint venture with an opportunity to retain an
ownership position in the property, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in the value of the property before the joint venture
can share in sale or refinancing proceeds.


JMB/900

     Occupancy of this building at the end of the quarter remained at 98%. 
The midtown Manhattan market remains competitive.  For the remainder of
1996, one tenant's lease covering approximately 10,000 square feet expires
and the tenant is expected to vacate.  With the exception of this
anticipated vacancy, the manager has signed leases or is in final lease
negotiations with tenants to occupy virtually all the remaining vacant
space in the building.  There are no significant lease expirations in 1997.

     Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($1,457,000 of which was contributed by the
Partnership) to pay past due real estate taxes and to pay certain costs,
including litigation settlement costs, which were the responsibility of one
of the Venture Partners under the terms of the joint venture agreement to
the extent such funds were not available from the investment property.  In
July 1989, JMB/900 filed a lawsuit in Federal court against the former
manager and one of the Venture Partners to recover the amounts contributed
and to recover for certain other joint venture obligations on which the
Venture Partner has defaulted.  This lawsuit was dismissed on
jurisdictional grounds.  Subsequently, however, the FDIC filed a complaint,
since amended, in a lawsuit against the Venture Partner, the Partnership,
an affiliate of the Partnership and JMB/900, which has enabled JMB/900 to
refile its previously asserted claims against the Venture Partner as part
of that lawsuit in Federal court.  There is no assurance that JMB/900 will
recover the amounts of its claims as a result of the litigation.  Due to
the uncertainty, no amounts in addition to the amounts advanced to date,
noted above, have been recorded in the financial statements.  Settlement
discussions with one of the Venture Partners and the FDIC continue.  In
connection with the current settlement discussions, the FDIC has filed two
additional lawsuits against JMB/900 and the non-affiliated defendants, in
an attempt, among other things, to obtain a legal resolution of competing
claims made as to the ownership of the Progress Partners interest of the
Venture Partner.  JMB/900 has entered into an agreement with the FDIC to
stay these proceedings against itself pending the outcome of the current
settlement discussions.  If a settlement is not achieved and the FDIC
pursues these actions, JMB/900 intends to vigorously defend itself.  In
addition, it appears that the Venture Partners may not have the financial
capabilities to repay amounts advanced on their behalf.  Consequently, a
final settlement may involve redirecting to JMB/900 amounts otherwise
payable to the Venture Partners in accordance with the venture agreement. 
Under certain circumstances, JMB/900 may consider purchasing one or all of
the Venture Partners' positions in Progress Partners in order to resolve
this and potential future disputes.  There are no assurances that a
settlement will be finalized or that JMB/900 will be able to recover any
amounts from the Venture Partners.

     Pursuant to the extension on the mortgage loan, net cash flow (as
defined) after debt service and capital and after repayment of
approximately $3,229,000 to JMB/900 representing costs associated with and
deposits made by the joint venture in connection with the loan extension
will be paid into an escrow account controlled by the lender to be used,
including interest earned thereon, by the joint venture for releasing costs
associated with leases which expire in 1999 and 2000 (approximately 240,000
square feet of space).  The remaining proceeds in this escrow plus interest
earned thereon, if any, will be released to the joint venture once 90% of
such leased space has been renewed or released.  To date, no escrow funds
have been deposited into the account for leasing costs.  As of the date of
this report, all of the amounts advanced by the joint venture have been
repaid to the joint venture (of which the Partnership's share is
approximately $1,000,000).


MARINERS POINTE

     Occupancy at the Mariners Pointe Apartments during the quarter
remained at 90%.  The underlying $6,500,000 mortgage loan (with a
previously scheduled maturity of October 1, 1996) was extended to July 1,
1997 on terms similar to the previous terms.  In connection with the
extension, the joint venture made a $200,000 deposit into an account held
by the lender as additional collateral for the mortgage loan.  The
Partnership advanced the funds necessary for such deposit.  Accordingly,
the principal balance of the property's underlying mortgage loan
($6,500,000) has been classified as a current liability in the accompanying
consolidated financial statements at September 30, 1996 and December 31,
1995.

     In 1995, the joint venture commenced marketing the property for sale. 
In October 1996, the joint venture sold the Mariners Pointe Apartments to
an unaffiliated third party.  The sales price was $7,600,000 (before
selling costs and prorations), of which approximately $788,000 was received
in cash at closing and $6,500,000 represented the purchaser's assumption of
the underlying debt.  The joint venture was also returned all amounts held
by the underlying lender in a collateral account.  Upon receipt of the net
sale proceeds and proceeds from the collateral account, the joint venture
distributed such proceeds to the Partnership.  The joint venture partner
received no distributions in connection with this transaction.  As a result
of the sale during the fourth quarter of 1996, the joint venture will
allocate gains to the Partnership of approximately $2,100,000 for financial
reporting purposes and $4,900,000 for Federal income tax purposes.  The
property was classified as held for sale or disposition as of January 1,
1996 and therefore has not been subject to continued depreciation.  The
accompanying consolidated financial statements include $991,330 and
$896,695 of revenues and $916,595 and $1,044,336 of operating expenses for
the nine months ended September 30, 1996 and 1995, respectively.  The
property had a net carrying value of $5,194,873 and $5,257,128 at September
30, 1996 and December 31, 1995, respectively.

LOUIS JOLIET MALL

     Occupancy at this mall, including temporary tenants, decreased to 79%
during the third quarter down from 80% at the end of the second quarter,
(excluding the effect of the 1995 move-out of General Cinema, Inc. which
continues to pay its full rent and charges).  The Partnership is marketing
the vacant space (including the General Cinema space) and to date has
executed leases for approximately 10,000 square feet (or approximately 3%
of the mall's leasable space).  The Partnership is currently in
negotiations with a potential replacement operator for the General Cinema
space.  The Partnership may be required to contribute capital to secure
such replacement operator.

     The litigation regarding the lease expiration date for Al Baskin Co.,
a former tenant, continues.  The tenant has filed for protection under
Chapter 11 of the U.S. Bankruptcy Code and the Partnership has filed a
claim in the maximum amount allowable (approximately 14 months of future
rent or approximately $415,000).  If the tenant accepts the Partnership's
bankruptcy claim, the Partnership will terminate this action.


WILSHIRE BUNDY PLAZA

     The Partnership had commenced discussions with the existing lender for
a possible debt modification on its mortgage loan which matured April 1996
in order to reduce its debt service and cover its releasing costs over the
next several years.  In this regard, the Partnership suspended debt service
payments commencing with the December 1, 1994 payment.  During July 1995,
the Partnership received a formal notice of default on its mortgage loan
from the lender.  Accordingly, the principal balance of the mortgage loan
($41,292,105) and related accrued interest were classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995.  The lender began foreclosure proceedings in October 1995.  A
receiver was appointed for the property and the previously affiliated third
party property manager continued to manage the property on behalf of the
receiver.  Title to the property transferred to the lender on March 27,
1996.  As a result of the transfer of title, the Partnership was relieved
of all obligations related to the property, including an estimated $100,000
in earthquake repairs related to the January 17, 1994 earthquake in
Southern California.  The property was classified as held for sale or
disposition as of January 1, 1996 and therefore was not subject to
continued depreciation.  The accompanying consolidated financial statements
include $16,000,000 as the cumulative effect of an accounting change to
record value impairment and $23,622,011 of extraordinary gain on
extinguishment of debt upon the lender's taking title to the property for
the nine months ended September 30, 1996, and $1,445,191 and $5,238,263 of
revenues and $1,988,793 and $8,027,460 of operating expenses for the nine
months ended September 30, 1996 and 1995, respectively.  The property had a
net carrying value of $36,374,605 at December 31, 1995.  The Partnership
expects to recognize a gain of approximately $9,200,000 for Federal income
tax purposes in 1996 with no corresponding distributable proceeds.


WELLS FARGO CENTER (SOUTH TOWER)

     The mortgage note secured by the property (with a balance of
$189,060,307 as of September 30, 1996), as well as the promissory note
secured by the Partnership's interest in the joint venture (with a balance
of $12,250,000 and accrued interest of $2,677,500 and $1,575,000 as of
September 30, 1996 and December 31, 1995, respectively) matured December 1,
1994.  The Partnership and the joint venture had been in discussions with
the respective lenders regarding an extension of the mortgage note and the
promissory note.  The venture continued to make interest payments to the
lender under the original terms of the mortgage note and was required to
escrow all available cash flow.  In addition, the Partnership had ceased
making debt service payments on the promissory note.  And therefore, the
promissory note has been classified as a current liability in the
accompanying consolidated financial statements.  Subsequent to the end of
the third quarter, the Partnership, the joint venture partner, and the
lenders reached an agreement to modify the mortgage note and the promissory
note and to restructure the joint venture.  The agreement provides that the
mortgage note be extended to September, 2003 at an interest rate of 10%
with all excess cash flow 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 of any excess proceeds.  The mortgage lender
received a $2,000,000 extension fee which was paid by the venture partners
in their ownership percentages.  The Partnership's share of the extension
fee was paid pursuant to the terms of its amended and restated promissory
note.  The Partnership's amended and restated promissory note has an
adjusted balance of approximately $22,000,000 consisting of the original
principal loan balance, unpaid accrued interest, the Partnership's share of
the extension fee and a restructuring fee of approximately $6,000,000.  The
promissory note which is also due September 2003, accrues interest at 17%
per annum.  The loan requires payments of cash flow distributed by the
venture from either property operations or sales proceeds as well as a
portion of the property management fee paid to the venture partner.  The
loan is secured solely by the Partnership's interest in the property.  In
conjunction with the note modifications, the joint venture was converted to
a limited liability company with members' interests in the same ratio as
the prior venture ownership interests.  Since the terms of the agreement
make it unlikely that the Partnership would recover any incremental
investment, the Partnership has decided not to commit any significant
additional amounts to the property.  At maturity of the loan, it is not
anticipated that further modifications  or extensions can be obtained. 
This would likely result in the Partnership no longer having an ownership
interest in the property, and in such event would result in a gain for
financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds.


1090 VERMONT

     Occupancy of the building remained at 88% during the quarter.  During
the first quarter of 1996, the joint venture finalized a lease modification
agreement with Metro Office Management (12,392 square feet with an original
lease expiration date of August 31, 2001) whereby the joint venture agreed
to lower the tenant's rent to an approximate market rental rate in return
for a five year extension of the lease expiration date to August 31, 2006. 
Subsequent to the end of the quarter, Delphi International Group (12,392
square feet, or approximately 8% of the buildings leasable area, with an
original lease expiration date of January 31, 2004) vacated its space and
ceased operations.  Based upon a review of the tenant's financial
condition, it does not appear that the joint venture will be able to
recover a significant amount of the future rent.  The manager is in final
lease negotiations with a tenant to occupy all of the building's vacant
space through the second floor, totaling approximately 12,000 square feet
or 8% of the building's leasable area.  As a tenant's result of lower rent
from existing tenants, anticipated increased vacancy and potential
releasing costs associated with such vacancy, the joint venture, and
therefore, the Partnership anticipates a lower level of operating cash flow
from this property in the near term.  The property is generating operating
cash flow, however, the joint venture is retaining such cash for working
capital purposes.


UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

     Summary income statement information for JMB/NYC for the nine months
ended September 30, 1996 and 1995 are as follows:

                                                 1996          1995   
                                             ------------  -----------
  Total income from properties 
    (unconsolidated). . . . . . . . . . . . .$106,999,524  103,041,028
                                             ============  ===========
  Operating loss of ventures. . . . . . . . .$ 17,524,116   46,678,713
                                             ============  ===========
  Partnership's share of 
    operating loss. . . . . . . . . . . . . .$  5,096,270    8,803,789
                                             ============  ===========
  Partnership's share of loss
    on sale of investment property. . . . . .$     --       29,579,058
                                             ============  ===========
  Partnership's share of gain 
    on extinguishment of 
    indebtedness. . . . . . . . . . . . . . .$     --       31,264,814
                                             ============  ===========


ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1995
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1996 and for the three and nine
months ended September 30, 1996 and 1995.





PART I.  FINANCIAL INFORMATION

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

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

     The Partnership and its consolidated ventures have currently budgeted
in 1996 approximately $730,000 for tenant improvements and other capital
expenditures, which is a reduction of approximately $2,100,000 from
original budget estimates due to the disposition of Wilshire Bundy as
discussed in the notes to the accompanying consolidated financial
statements.

     Reference is made to the discussion under Wells Fargo Center (South
Tower) in the Notes to Consolidated Financial Statements included in this
report in regard to the attempts to obtain extensions or refinancings of
the loans.  The loans, secured by the Wells Fargo Center (South Tower) and
the Partnership's interests in the South Tower venture, were in default as
of the report date.

     At this point in time, the Partnership considers only Louis Joliet
Mall, 1090 Vermont Avenue and 900 Third Avenue to be potential significant
sources of future cash generated from operations, sales or refinancing. 
These properties are not expected to generate a significant amount of net
operating cash flow in 1996, and consequently, there will be no operating
distributions in 1996.  Future distribution levels from any source will be
based upon a combination of the current cash flow from the investment
properties and the longer term capital requirements of the Partnership.

     The Partnership is maintaining funds for working capital purposes. 
The Partnership may decide to commit a portion of these funds for various
purposes (discussed above in the Notes to Consolidated Financial
Statements) to its 900 Third Avenue and Louis Joliet Mall investment
properties. The Partnership will not commit additional working capital
funds for these purposes unless, among other things, the Partnership
believes that upon sale of the particular property, the Partnership will
receive a return of the incremental funds and a reasonable rate of return
thereon.  In addition, as discussed below, the Partnership and certain of
its affiliates are required to provide a joint and several obligation to
ensure compliance with the terms and conditions related to JMB/NYC's
indirect partnership interest in the restructured and reorganized joint
ventures owning 237 Park Avenue and 1290 Avenue of the Americas.  In
connection therewith and subsequent to the end of the quarter,
approximately $3.9 million of the Partnership's existing working capital
funds were used for its portion of the collateral pledged in support of
such obligation.

     The Partnership's Piper Jaffray Tower, 237 Park Avenue, 1290 Avenue of
the Americas and Wells Fargo Center (South Tower) investments continue to
suffer from the effects of the real estate recession and provide no cash
flow to the Partnership.  While loan and joint venture modifications have
been obtained which enable the Partnership to retain an ownership interest,
it is unlikely that the Partnership will receive significant additional
proceeds from any source from these properties.  However, upon disposition,
the Partnership, and therefore, the Holders of Interests will recognize a
significant amount of taxable income with no distributable proceeds.

     The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return to the
Holders of Interests.  After reviewing the remaining properties and the
competitive marketplaces in which they operate, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation of most of
its remaining investment portfolio as quickly as practicable.  As a result,
the Partnership currently expects that it will sell or dispose of its
remaining investment properties, with the possible exception of its
indirect limited partnership interests which own the 237 Park Avenue and
the 1290 Avenue of the America properties, no later than the end of 1999
barring unforeseen economic developments.  Although the Partnership expects
to distribute sale proceeds from the disposition of certain of the
Partnership's remaining investment properties, aggregate distributions of
net cash flow and sale and refinancing proceeds received by the Holders of
Interests over the entire term of the Partnership will be substantially
less than half of their original investment.  However, in connection with
sales or other dispositions (including transfers of title to lenders) of
properties (or interests therein) owned by the Partnership or its joint
ventures, the Holders of Interests may be allocated substantial gain for
Federal income tax purposes regardless of whether any proceeds are
distributable from such sales or other dispositions.

RESULTS OF OPERATIONS

     The decrease in restricted funds at September 30, 1996 as compared to
December 31, 1995 is due primarily to the disposition of Wilshire Bundy
Plaza during March 1996 and all related property cash being remitted to the
lender.

     The Wilshire Bundy property was classified by the Partnership as held
for disposition at January 1, 1996.  The decrease in interest, rents and
other receivables, prepaid expenses, land and leasehold interests,
buildings and improvements, accumulated depreciation, deferred expenses,
accrued rents receivable, accounts payable and tenant security deposits at
September 30, 1996 as compared to December 31, 1995 is due primarily to the
disposition of Wilshire Bundy Plaza to the lender in March 1996.  In
addition, the decrease in land and leasehold interests and buildings and
improvements at September 30, 1996 as compared to December 31, 1995 is also
due to the $16,000,000 provision for value impairment (reflected as the
cumulative effect of an accounting change in the accompanying consolidated
financial statements) recorded at Wilshire Bundy on January 1, 1996.  Due
to such provision, and the suspension of depreciation provisions pursuant
to SFAS 121, no gain or loss on the disposition of the property was
recognized upon the disposition of the property.

     The decrease in current portion of long-term debt and accrued interest
at September 30, 1996 as compared to December 31, 1995 is primarily due to
the disposition of Wilshire Bundy Plaza in March 1996. The decrease in
accrued interest at September 30, 1996 as compared to December 31, 1995 is
partially offset by the accrual of interest on the debt secured by the
Partnership's interest in the South Tower Venture for which the Partnership
has suspended debt service payments.  Reference is also made to Part II.
Item 3. - Defaults Upon Senior Securities.

     The decrease in rental income for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 is due primarily to the disposition of Wilshire Bundy Plaza in
March 1996.

     Interest income decreased for the nine months ended September 30, 1996
as compared to the nine months ended September 30, 1995 primarily due to
lower average investments in U.S. Government obligations in 1996.

     The decrease in mortgage and other interest expense for the three and
nine months ended September 30, 1996 as compared to the three and nine
months ended September 30, 1995 is primarily due to the disposition of
Louisiana Tower in August 1995, the disposition of Wilshire Bundy Plaza in
March 1996, and the 1995 refinancing of the first and second mortgage notes
secured by the Louis Joliet Mall.

     The decrease in depreciation expense for the three and nine months
ended September 30, 1996 as compared to the three and nine months ended
September 30, 1995 is primarily due to the disposition of Louisiana Tower
in August 1995 and suspension of depreciation at Wilshire Bundy Plaza
effective January 1, 1996.

     The decrease in property operating expenses and amortization of
deferred expenses for the three and nine months ended September 30, 1996 as
compared to the three and nine months ended September 30, 1995 is due to
the disposition of Louisiana Tower in August 1995 and the disposition of
Wilshire Bundy Plaza in March 1996.

     The decrease in general and administrative expenses for the three and
nine months ended September 30, 1996 as compared to the three and nine
months ended September 30, 1995 is primarily due to the disposition of
Louisiana Tower in August 1995.

     The decrease in the Partnership's share of loss from operations of
unconsolidated venture for the three and nine months ended September 30,
1996 as compared to the three and nine months ended September 30, 1995 is
primarily due to lower interest expense related to the discharge of
principal and accrued interest on the 2 Broadway Purchase Notes of
$62,529,627 as a result of the sale of 2 Broadway in September 1995,
partially offset by a decrease in rental income at the 1290 Avenue of the
Americas office building due to greater vacancy during 1996.

     The loss on sale of property by unconsolidated venture and the
Partnership's share of gain from the extinguishment of indebtedness of
unconsolidated venture for the three and nine months ended September 30,
1995 is primarily due to the disposition of the 2 Broadway Building and the
related gain on the extinguishment of indebtedness.

     The gain on sale of investment properties, the related extraordinary
gain on forgiveness of indebtedness and the prepayment penalty for the nine
months ended September 30, 1995 is due to the sale of the Brittany Downs
Apartments Phase I and Phase II in January 1995 and the related gain
recognized on forgiveness of debt, the disposition of Louisiana Tower in
August 1995 and the refinancing of Louis Joliet Mall in September 1995 and
related prepayment penalty.

     The extraordinary gain on forgiveness of indebtedness for the nine
months ended September 30, 1996 is due to the disposition of the Wilshire
Bundy Plaza in March 1996 as discussed above.

     The cumulative effect of an accounting change in the amount of
$16,000,000 for the nine months ended September 30, 1996 was recorded
January 1, 1996 due to the requirements of SFAS 121.



PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The Mortgage note secured by the Wells Fargo Center as well as the
promissory note secured by the Partnership's interest in the joint venture
matured December 1, 1994.  During November 1996, the Partnership and its
venture partners recorded an agreement with the mortgage note and
promissory note lenders to restructure such notes and the equity ownership
of the Wells Fargo Center as more fully described in the Notes to
Consolidated Financial Statements hereby incorporated herein by reference.





<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 1996.

<CAPTION>
                                                 1995                                1996               
                                  -------------------------------------   ------------------------------
                                     At        At         At        At      At       At      At      At 
                                    3/31      6/30       9/30     12/31    3/31     6/30    9/30   12/31
                                    ----      ----       ----     -----    ----     ----   -----   -----
<S>                               <C>       <C>        <C>       <C>      <C>      <C>     <C>    <C>   
 1. Wilshire Bundy Plaza
     Los Angeles, California. . .    83%       87%        86%       86%     N/A      N/A     N/A
 2. Mariners Pointe Apartments
     Stockton, California (1) . .    85%       91%        96%       94%     91%      90%     90%
 3. 237 Park Avenue Building
     New York, New York . . . . .    98%       98%        98%       98%     98%      98%     98%
 4. 1290 Avenue of the 
     Americas Building
     New York, New York . . . . .    94%       94%        94%       78%     78%      71%     81%
 5. 1090 Vermont Avenue 
     Building
     Washington, D.C. . . . . . .    95%       95%        93%       95%     91%      88%     88%
 6. Piper Jaffray Tower
     Minneapolis, Minnesota . . .    97%       97%        98%       98%     98%      98%     98%
 7. 900 Third Avenue Building
     New York, New York . . . . .    94%       96%        96%       97%     97%      98%     98%
 8. Wells Fargo Center 
     South Tower
     Los Angeles, California. . .    96%       96%        96%       95%     95%      97%     92%
 9. Louis Joliet Mall
     Joliet, Illinois . . . . . .    79%       80%        87%       88%     77%      80%     79%

<FN>
----------------
     An "N/A" indicates that the property was disposed of and was not owned by the Partnership at the end of the
quarter.

     (1)  This property was sold in October 1996 as more fully described in the Notes to Consolidated Financial
Statements.

</TABLE>




     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

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

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

             3-C.    Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is filed herewith.

             4-A.    Long-term debt documents relating to the first
mortgage loan secured by the 2 Broadway, 1290 Avenue of the Americas and
237 Park Avenue Buildings are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #1 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.

             4-B.    Long-term debt documents relating to the refinancing
of the first mortgage loan secured by the 1090 Vermont office building in
Washington, D.C., copies of which are hereby incorporated by reference to
the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.

             4-C.    Long-term debt documents relating to the September,
1995 refinancing of the first and second mortgage loans secured by the
Louis Joliet Mall in Joliet, Illinois are hereby incorporated by reference
to the Partnership's Report for September 30, 1995 on Form 10-Q (File No.
0-15962) dated November 9, 1995.

             10-A.   Acquisition documents relating to the purchase by the
Partnership of an interest in the Wells Fargo Center - IBM Tower in Los
Angeles, California are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #5 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.

             10-B.   Agreement of Limited Partnership of Carlyle-XIV
Associates, L.P. is hereby incorporated by reference to the Partnership's
Report for March 31, 1993 on Form 10-Q (File No. 0-15962) dated May 14,
1993.

             10-C.   Second Amended and Restated Articles of Partnership
of JMB/NYC Office Building Associates, is hereby incorporated by reference
to the Partnership's Report for December 31, 1993 on Form 10-K (File No. 0-
15962) dated March 28, 1994.

             10-D.   Documents relating to the sale by the Partnership of
its interest in the Old Orchard Urban Venture are hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-15962) for
August 30, 1993, dated November 12, 1993.

             10-E.   Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc., (known as Carlyle Managers, Inc.) is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No 0-15962) dated March 28, 1994.

             10-F.   Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc., (known as Carlyle Investors, Inc.), is hereby
incorporated by reference to the Partnership's Report for December 31, 1993
on Form 10-K (File No. 0-15962) dated March 28, 1994.

             10-G.   $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Managers, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.

             10-H.   $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Investors, Inc., is hereby incorporated by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.

             10-I.   Proposed Restructure of Two Broadway, 1290 Avenue of
the Americas and 237 Park Avenue, New York, New York and Summary of Terms
dated October 14, 1994, a copy of which is hereby incorporated by reference
to the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.

             10-J.   Assumption Agreements dated October 14, 1994 made by
237 Park Avenue Associates and by 1290 Associates in favor and for the
benefit of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC
Office Building Associates, L.P., copies of which are hereby incorporated
by reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-15962) dated March 27, 1995.

             10-K.   Assumption Agreements dated October 14, 1994 made by
O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC
Office Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, copies of which are hereby
incorporated by reference to the Partnership's Report for December 31, 1994
on Form 10-K (File No. 0-15962) dated March 27, 1995.

             10-L.   Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building, copies of which are
hereby incorporated by reference to the Partnership's Report for December
31, 1994 on Form 10-K (File No. 0-15962) dated March 27, 1995.

             10-M.   Amendment No. 1 to the Agreement of Limited
Partnership of Carlyle-XIV Associates, L.P. dated January 1, 1994 by and
between Carlyle Investors, Inc. a Delaware corporation, as general partner,
and Carlyle Real Estate Limited Partnership-XIV, an Illinois limited
partnership, as limited partner, is hereby incorporated by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-15962)
dated May 11, 1995.

             10-N.   Amendment No. 1 to the Second Amended and Restated
Articles of Partnership of JMB/NYC Office Building Associates, L.P. dated
January 1, 1994 by and between Carlyle Managers, Inc. a Delaware
corporation, as general partner, and Carlyle-XIII Associates, L.P. a
Delaware limited partnership, Carlyle-XIV Associates, L.P. a Delaware
limited partnership and Property Partners, L.P. a Delaware limited
partnership, as the limited partners, is hereby incorporated by reference
to the Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-
15962) dated May 11, 1995.

             10-O.   Agreement of Sale between 2 Broadway Associates, L.P.
and 2 Broadway Acquisition Corp. dated August 10, 1995, is hereby
incorporated by reference to the Partnership's Report for December 31, 1995
on Form 10-K (File No. 0-15962) dated March 25, 1996.

             10-P.   Agreement of Conversion of 1290 Associates into 1290
Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office Building
Associates, L.P., an Illinois limited partnership, O&Y Equity Company,
L.P., a Delaware limited partnership and O&Y NY Building Corp., a Delaware
corporation, is hereby incorporated by reference to the Partnership's
Report for December 31, 1995 on Form 10-K (File No. 0-15962) dated March
25, 1996.

             10-Q.   Agreement of Conversion of 237 Park Avenue Associates
into 237 Park Avenue Associates, L.L.C., dated October 10, 1995 among
JMB/NYC Office Building Associates, L.P., an Illinois limited partnership,
O&Y Equity Company, L.P., a Delaware limited partnership and O&Y NY
Building Corp., a Delaware corporation, is hereby incorporated by reference
to the Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-
15962) dated March 25, 1996.

             10-R.   Trustee's Deed of Sale dated March 27, 1996 relating
to the conveyance of title and interest in Wilshire Bundy Plaza to Teachers
Insurance and Annuity Association of America (Grantee) by Chicago Title
Company (Trustee) for Carlyle Real Estate Limited Partnership - XIV
(Trustor) is incorporated herein by reference to the Partnership's Report
for March 31, 1996 on Form 10-Q (File No. 0-15962) dated May 10, 1996.

             10-S.   Disclosure Statement for the Second Amended Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. dated August 9, 1996 is filed herewith.

             27.     Financial Data Schedule

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

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

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





                              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 8, 1996


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




                            GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: November 8, 1996