SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549



                              FORM 10-K405\A

                              AMENDMENT NO. 1



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



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



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

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

                            Pages 80 through 83


                    EXHIBIT INDEX AND EXHIBITS THERETO


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



                        CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV

                        BY:   JMB Realty Corporation
                              (Corporate General Partner)




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






Dated:  April 8, 1997




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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



                                  PART IV

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

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

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

            (2)  Exhibits.

                 3-A.   Amended and Restated Agreement of Limited
Partnership, is hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 10-K (File No. 0-16111) for December 31, 1992 dated
March 19, 1993.

                 3-B.   Acknowledgement of rights and duties of the
General Partners of the Partnership between ABPP Associates, L.P. (a
Successor Associated General Partner of the Partnership and JMB Realty
Corporation as of December 31, 1995 is incorporated herein by reference to
the Partnership's report for September 30, 1996 on Form 10-Q (File No. 0-
1611) dated November 8, 1996.

                 4-A.   Assignment Agreement set forth as Exhibit B to the
Prospectus is hereby incorporated herein by reference to Exhibit 4-A to the
Partnership's Report on Form 10-K (File No. 0-16111) for December 31, 1992
dated March 19, 1993.

                 4-B.   Documents relating to the modification of the
mortgage loan secured by 260 Franklin Street Building are hereby
incorporated herein by reference to the Partnership's Report on Form 10-K
(File No. 0-16111) for December 31, 1992 dated March 19, 1993.

                 4-C.   Forbearance agreement relating to the modification
of the mortgage loan secured by NewPark Mall dated October 1995 is
incorporated herein by reference to the Partnership's Report for September
30, 1995 on Form 10-Q (File No. 0-16111) dated November 9, 1995.

                 4-D.   Documents relating to the modification and
extension of the mortgage loan secured by Wells Fargo-South Tower are filed
herewith.

                 4-E.   Amended and restated promissory note between Wells
Fargo Bank and the Partnership is filed herewith.

                 4-F.   Loan modification agreement of Wells Fargo Bank is
filed herewith.

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

                                    80




                 10-A.  Acquisition documents relating to the purchase by
the Partnership of an interest in the 900 Third Avenue Building in New
York, New York, are hereby incorporated herein by reference to the Partner-
ship's Registration Statement on Form S-11 (File No. 2-95382) dated January
18, 1985.

                 10-B.  Acquisition documents relating to the purchase by
the Partnership of an interest in the Piper Jaffray Tower in Minneapolis,
Minnesota, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 2-95382) dated January 18,
1985.

                 10-C.  Acquisition documents relating to the purchase by
the Partnership of an interest in the Crocker Center South Tower in Los
Angeles, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Amendment No. 2 to Form S-11 (File
No. 2-95382) dated July 5, 1985.

                 10-D.  Acquisition documents relating to the purchase by
the Partnership of an interest in the Owings Mills Shopping Center in
Owings Mills, Maryland, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.

                 10-E.  Acquisition documents relating to the purchase by
the Partnership of an interest in the 260 Franklin Street Building in
Boston, Massachusetts, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 4 to
Form S-11 dated April 30, 1986.

                 10-F.  Acquisition documents relating to the purchase by
the Partnership of an interest in the California Plaza office building in
Walnut Creek, California are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 5 to
Form S-11 dated July 31, 1986.

                 10-G.* Real Estate Purchase Agreement dated June 30,
1992, between Erie-McClurg Associates ("Beneficiary") and The Streeterville
Corporation ("Purchaser") for the sale of Erie-McClurg Parking Facility, is
hereby incorporated herein by reference.

                 10-H.* First Amendment to Real Estate Purchase Agreement
dated August 26, 1992, between Erie-McClurg Associates ("Beneficiary") and
The Streeterville Corporation ("Purchaser") for the sale of Erie-McClurg
Parking Facility, is hereby incorporated herein by reference.

                 10-I.* Second Amendment to Real Estate Purchase Agreement
dated September 3, 1992, between Erie-McClurg Associates ("Beneficiary")
and The Streeterville Corporation ("Purchaser") for the sale of Erie-
McClurg Parking Facility, is hereby incorporated herein by reference.




                                    81




                 10-J.  Agreement of Limited Partnership of Carlyle-XV
Associates, L.P., dated April 19, 1993 between the Partnership and Carlyle
Partners, Inc. relating to the 125 Broad Street Building, is hereby
incorporated herein by reference to the Partnership's report for December
31, 1993 on Form 10-K (File No. 0-16111) dated March 28, 1994.

                 10-K.  Documents relating to the modification of the
mortgage loan secured by California Plaza are hereby incorporated herein by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-16111) dated March 28, 1994.

                 10-L.  Documents relating to the extension of the
mortgage loan secured by the 900 Third Building are incorporated herein by
reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-16111) dated March 27, 1995.

                 10-M.  Documents relating to the assignment of the
Partnership's interest in the 125 Broad Street Building to O&Y Plaza Corp.
("Assignee") are incorporated herein by reference to the Partnership's
report for October 15, 1994 on Form 8-K dated November 15, 1994.

                 10-N.  Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building are incorporated herein
by reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-16111) dated March 27, 1995.

                 10-O.  Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street Building is hereby incorporated by reference to
the Partnership's Report for June 30, 1995 on Form 10-Q (File No. 0-16111)
dated August 9, 1995.

                 10-P.  The Partnership Interest Purchase Agreement
related to the sale of the Partnership's interest in Eastridge Mall is
hereby incorporated herein by reference to the Partnership's report for
June 30, 1995 on Form 8-K dated July 24, 1995.

                 10-Q.  Documents relating to the operating agreement of
Maguire Thomas Partners-South Tower, L.L.C. are filed herewith.

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

                 21.    List of Subsidiaries.

                 24.    Powers of Attorney.

                 27.    Financial Data Schedule.

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

                 *   Previously filed as Exhibits 10-G, 10-H and 10-I,
respectively, to the Partnership's Report for December 31, 1992 on Form 10-
K of the Securities Exchange Act of 1934 (File No. 0-16111) dated March 19,
1993 and hereby incorporated herein by reference.



                                    82




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

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
































































                                    83




               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                               EXHIBIT INDEX

                                                 Document  
                                               Incorporated
                                               By Reference        Page
                                               ------------        ----

3-A.       Amended and Restated Agreement            Yes
           of Limited Partnership of the
           Partnership, included as Exhibit A
           to the Partnership's Prospectus
           dated July 5, 1985.

3-B.       Acknowledgement of Rights and
           Dates of General Partners                 Yes

4-A.       Assignment Agreement, included as         Yes
           Exhibit B to the Partnership's
           Prospectus dated July 5, 1985.

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

4-C.       Documents relating to the modification 
           of the mortgage loan secured by
           NewPark Mall                              Yes

4-D.       Documents relating to the modifica-
           tion and extension of the mortgage 
           loan secured by Wells Fargo-
           South Tower                                No

4-E.       Amended and restated promissory 
           note of Wells Fargo Bank                   No

4-F.       Loan modification agreement of 
           Wells Fargo Bank                           No

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

10-A. through
 10-F. *   Exhibits 10.A through 10.F                Yes
           are hereby incorporated herein by 
           reference.

10-G. through
  10-K.    Exhibits 10-S. through 10-K. 
           are hereby incorporated herein by
           reference.                                Yes

10-L.      Documents relating to the extension of the
           mortgage loan secured by the 900 Third
           Building are filed herewith               Yes

10-M.      Documents relating to the assignment 
           of the Partnership's interest in the 
           125 Broad Street Building are 
           incorporated by reference.                Yes

10-N.      Lockbox and forbearance agreements 
           related to the mortgage note secured 
           by the Wells Fargo Building are
           hereby incorporated by reference.         Yes





10-O.      Document relating to the 
           Modification to Reserve Escrow 
           Agreement relating to the 
           260 Franklin Street Building
           is hereby incorporated by reference.      Yes

10-P.      Document relating to the 
           Partnership Interest Purchase 
           Agreement relating to sale of the 
           Partnership's interest in
           Eastridge Mall is hereby
           incorporated by reference                 Yes

10-Q.      Documents relating to the operating 
           agreement of Maguire Thomas Partners-
           South Tower, L.L.C.                        No

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

21.        List of Subsidiaries                       No

24.        Powers of Attorney                         No

27.        Financial Data Schedule                    No