SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10-K


             Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934


For the fiscal year
ended December 31, 1996                Commission file no. 0-16111



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



          Illinois                        36-3314827
(State of organization)               (IRS Employer Identification No.)



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



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



Securities registered pursuant to Section 12(b) of the Act:

                                          Name of each exchange on
Title of each Class                        which registered
-------------------                  -----------------------------

       None                                       None



Securities registered pursuant to Section 12(g) of the Act:

                     LIMITED PARTNERSHIP INTERESTS
                    AND ASSIGNEE INTERESTS THEREIN
                           (Title of Class)


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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K  X

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  Not applicable.

Documents incorporated by reference:  None





                           TABLE OF CONTENTS



                                                         Page
                                                          ----
PART I

Item 1.      Business . . . . . . . . . . . . . . . . . .   1

Item 2.      Properties . . . . . . . . . . . . . . . . .   8

Item 3.      Legal Proceedings. . . . . . . . . . . . . .  11

Item 4.      Submission of Matters to a
             Vote of Security Holders . . . . . . . . . .  11


PART II

Item 5.      Market for the Partnership's Limited
             Partnership Interests and Related
             Security Holder Matters. . . . . . . . . . .  11

Item 6.      Selected Financial Data. . . . . . . . . . .  12

Item 7.      Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations. . . . . . . . . .  18

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  27

Item 9.      Changes in and Disagreements
             with Accountants on Accounting
             and Financial Disclosure . . . . . . . . . .  74


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  74

Item 11.     Executive Compensation . . . . . . . . . . .  77

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  79

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  80


PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  80


SIGNATURES    . . . . . . . . . . . . . . . . . . . . . .  84











                                   i




                                PART I

ITEM 1.  BUSINESS

     Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report.  Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.

     The registrant, Carlyle Real Estate Limited Partnership-XV (the
"Partnership"), is a limited partnership formed in August of 1984 and
currently governed by the Revised Uniform Limited Partnership Act of the
State of Illinois to invest in income-producing commercial and residential
real property.  On July 5, 1985, the Partnership commenced an offering to
the public of $250,000,000 (subject to increase by up to $250,000,000) in
Limited Partnership Interests and assigned interests therein ("Interests")
pursuant to a Registration Statement on Form S-11 under the Securities Act
of 1933 (No. 2-95382).  A total of 443,711.76 Interests were sold to the
public at $1,000 per Interest.  The offering closed on July 31, 1986.
Subsequent to admittance to the Partnership, no holder of Interests
(hereinafter, a "Holder" or "Holders of Interests") has made any additional
capital contribution.  The Holders of Interests of the Partnership share in
their portion of the benefits of ownership of the Partnership's real
property investments according to the number of Interests held.

     The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests.  The Partnership's real property
investments are located throughout the nation and it has no real estate
investments located outside of the United States.  A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole.  Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2035.  The Partnership is self-liquidating in nature.  At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties.  As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of the
remaining assets in the portfolio as quickly as practicable and to wind up
its affairs not later than December 31, 1999, barring any unforeseen
economic developments.

     The Partnership has made the real property investments set forth in
the following table:





<TABLE>
<CAPTION>

                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (f)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------
<S>                       <C>            <C>       <C>                           <C>
1. 900 Third Avenue
     Building
     New York,
     New York . . . . .       517,000      8/20/84            9%                 fee ownership of land and
                               sq.ft.                                            improvements
                               n.r.a.                                            (through joint venture
                                                                                 partnerships) (c)
 2. Piper Jaffray Tower
     Minneapolis,
     Minnesota. . . . .       723,755     12/27/84            6%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships) (c)
 3. RiverEdge Place
     Building
     Fulton County
     (Atlanta),
     Georgia. . . . . .       235,762      6/10/85            3%                 fee ownership of land and
                               sq.ft.                                            improvements
                               n.r.a.
 4. Wells Fargo Center -
     IBM Tower
     Los Angeles,
     California . . . .      1,100,000     6/28/85            18%                fee ownership of land and
                               sq.ft.                         (h)                improvements (through a
                               n.r.a.                                            joint venture partnership)
                                                                                 (c)
 5. Villa Solana
     Apartments
     Laguna Hills,
     California . . . .       272 units    8/30/85          3/23/94              fee ownership of land and
                                                                                 improvements (through a
                                                                                 joint venture partnership)
                                                                                 (c)(d)
 6. Eastridge Mall
     Casper, Wyoming. .       477,019      9/10/85          6/30/95              fee ownership of land and
                               sq.ft.                                            improvements (through a
                               g.l.a.                                            joint venture partnership)
                                                                                 (c)(d)




                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (f)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

 7. Woodland Hills
     Apartments
     DeKalb County
     (Atlanta),
     Georgia. . . . . .       228 units    9/30/85          5/22/96              fee ownership of land and
                                                                                 improvements (d)
 8. Park at Countryside
     Apartments
     Port Orange
     (Daytona Beach),
     Florida. . . . . .       120 units   11/27/85          5/5/94               fee ownership of land and
                                                                                 improvements (through a
                                                                                 joint venture partnership)
                                                                                 (c)(j)
 9. 160 Spear Street
     Building
     San Francisco,
     California . . . .       267,000     11/27/85          1/25/96              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (through a
                                                                                 joint venture partnership)
                                                                                 (c)(j)
10. 21900 Burbank
     Boulevard
     Building
     Los Angeles
     (Woodland Hills),
      California. . . .        87,000     11/29/85          3/21/96              fee ownership of land and
                               sq.ft.                                            improvements (j)
                               n.r.a.
11. 300 East Lombard
     Building
     Baltimore,
     Maryland . . . . .       232,000     11/29/85          9/30/91              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (through
                                                                                 joint venture partnerships)
12. Boatmen's Center
     Kansas City,
     Missouri . . . . .       285,000     12/16/85          8/31/89              fee ownership of land and
                               sq.ft.                                            improvements (through a
                               n.r.a.                                            joint venture partnership)
                                                                                 (c)(e)




                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (f)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------
13. 125 Broad Street
     Building
     New York,
     New York . . . . .      1,336,000    12/31/85         11/15/94              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (through
                                                                                 joint venture partnerships)
                                                                                 (c)(i)
14. Owings Mills
     Shopping Center
     Owings Mills
     (Baltimore County),
     Maryland . . . . .       325,000     12/31/85          6/30/93              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               g.l.a.                                            venture partnerships)
                                                                                 (c)(d)
15. 260 Franklin
     Street Building
     Boston,
     Massachusetts. . .       348,901      5/21/86            8%                 fee ownership of land and
                               sq.ft.                                            improvements (through a
                               n.r.a.                                            joint venture partnership)
                                                                                 (c)(g)
16. 9701 Wilshire
     Building
     Beverly Hills,
     California . . . .        98,721      6/17/86          10/6/94              fee ownership of land and
                               sq.ft.                                            improvements (d)
                               n.r.a.
17. California Plaza
     Walnut Creek,
     California . . . .       368,290      6/30/86            7%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(g)
18. Dunwoody Crossing
     Apartments
     (Phase I, II,
     and III)
     DeKalb County
     (Atlanta),
     Georgia. . . . . .       810 units    9/18/86          5/7/96               fee ownership of land and
                                                                                 improvements (through joint
                                                                                 venture partnerships)
                                                                                 (c)(d)




                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (f)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

19. NewPark Mall
     Newark
     (Alameda County),
     California . . . .       423,748      12/2/86            5%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               g.l.a.                                            venture partnerships) (c)
20. Springbrook Shopping
     Center
     Bloomingdale
     (Chicago),
     Illinois . . . . .       189,651      7/5/89             3%                 fee ownership of land and
                               sq.ft.                                            improvements
                               g.l.a.
21. Erie-McClurg
     Parking Facility
     Chicago, Illinois.     1,073 spaces   7/21/89          9/25/92              fee ownership of land and
                                                                                 improvements





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

   (a)  The computation of this percentage for properties held at December
31, 1996 does not include amounts invested from sources other than the
original net proceeds of the public offering as described above and in Item
7.

   (b)  Reference is made to the Notes and to Schedule III filed with this
annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.

   (c)  Reference is made to the Notes for a description of the joint
venture partnership or partnerships through which the Partnership made this
real property investment.

   (d)  Reference is made to the Notes for a description of the sale of
the Partnership's interest in this property.

   (e)  Reference is made to the Notes for a description of the amount
still due to the Partnership regarding a 1990 settlement reached with the
former venture partners.

   (f)  Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the real estate taxes and
depreciation.

   (g)  Reference is made to Item 6 - Selected Financial Data for
        additional operating and lease expiration data concerning this
investment property.

   (h)  Reference is made to the Notes for a description of the
reorganization and restructuring of the Partnership's interest in this
investment property.

   (i)  The Partnership's interest in this property was assigned to an
affiliate of the Partnership's unaffiliated venture partner in November
1994.  Reference is made to the Notes for a description of the sale of the
Partnership's interest in this investment property.

   (j)  Reference is made to the Notes for a description of the
disposition of this investment property.


</TABLE>




     The Partnership's real property investments are subject to competition
from similar types of properties (including in certain areas properties
owned by affiliates of the General Partners or properties owned by venture
partners or their affiliates) in the respective vicinities in which they
are located.  Such competition is generally for the retention of existing
tenants.  Additionally, the Partnership is in competition for new tenants
in markets where significant vacancies are present.  Reference is made to
Item 7 below for a discussion of competitive conditions and future
renovation and capital improvement plans of the Partnership and certain of
its significant investment properties.   Approximate occupancy levels for
the properties are in the table in Item 2 below to which reference is
hereby made.  The Partnership maintains the suitability and competitiveness
of its properties in its markets primarily on the basis of effective rents,
tenant allowances and service provided to tenants.  In the opinion of the
Corporate General Partner of the Partnership, all of the investment
properties held at December 31, 1996 are adequately insured.  Although
there is earthquake insurance coverage for a portion of the value of the
Partnership's investment properties, the Corporate General Partner does not
believe that such coverage for the entire replacement cost of the
investment properties is available on economic terms.

     In November 1994, effective as of October 31, 1994, JMB/125 Broad
Building Associates, L.P. ("JMB/125"), an Illinois limited partnership,
made an agreement with its venture partners in the 125 Broad Street Company
("125 Broad") to settle their dispute regarding 125 Broad and its property.

Pursuant to the agreement, JMB/125 assigned its approximate 48.25% interest
in 125 Broad, which owned the 125 Broad Street Building and a leasehold
interest in the underlying land located in New York, New York to an
affiliate of the venture partners and released the venture partners from
any claims of JMB/125 related to 125 Broad.  The Partnership owns
indirectly an approximate 60% limited partnership interest in JMB/125.  An
affiliate of the Partnership owns indirectly substantially all of the
remaining interest in JMB/125.  In return for the assignment, JMB/125
received an unsecured promissory note in the principal amount of $5 million
bearing simple interest at 4.5% per annum with all principal and accrued
interest due at maturity in October 1999, subject to mandatory prepayments
of principal and interest or acceleration of the maturity date under
certain circumstances.  In addition, JMB/125 received a release from any
claims of certain affiliates of the venture partners and generally was to
be indemnified against any liability as a general partner of 125 Broad.
JMB/125 was also relieved of any obligation to contribute cash to 125 Broad
in the amount of its deficit capital account balance.  The venture partners
subsequently filed a pre-arranged bankruptcy plan for reorganization of 125
Broad under Chapter 11 of the Bankruptcy Code in order to facilitate 125
Broad's transfer of the office building to the mortgage lender in
satisfaction of the mortgage debt and other claims.  In January 1995, the
plan for reorganization was approved by the bankruptcy court, was
consummated, and the bankruptcy case was concluded.  In October 1995, the
makers of the $5 million promissory note payable to JMB/125 filed for
protection from creditors under Chapter 11 of the Bankruptcy Code.
Pursuant to the bankruptcy reorganization of the makers of the note,
JMB/125, as an unsecured creditor, received limited partnership interests
and a convertible note interest in a reorganized entity that has majority
or controlling interests in six office buildings in New York, New York and
Boston, Massachusetts.  The assigned value, as of the bankruptcy
confirmation date, of the interests and note received by JMB/125 was
approximately $400,000.  The convertible note was fully reserved due to the
uncertainty of the realizable value of the note.  Reference is made to Item
7 and to the Notes for a further discussion of this property.

     In January 1996, title to the 160 Spear Street investment property
transferred to the lender in full satisfaction of the loan secured by the
property.  In March 1996, the lender realized upon its security and took
title to the 21900 Burbank building in full satisfaction of the loan
secured by the property.  In May 1996, the Partnership sold the Woodland
Hills apartment complex to an unaffiliated third party.  In May 1996, the
Partnership sold (through the Villages Northeast venture) the Dunwoody




Crossing apartment complex to the unaffiliated venture partner.  The
mortgage note secured by the Springbrook Shopping Center investment
property was in default as of December 31, 1996.  In January 1997, the
lender realized upon its mortgage security interest and took title to the
property.  Reference is made to the Notes for a further description of the
above transactions.

     Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
consolidated properties as of December 31, 1996.

     The Partnership has no employees other than personnel performing on-
site duties at some of its properties, none of whom are officers or
directors of the Corporate General Partner of the Partnership.

     The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.


ITEM 2.  PROPERTIES

     The Partnership owns or owned directly or through joint venture
partnerships the properties or interests in the properties referred to
under Item 1 above to which reference is hereby made for a description of
said properties.

     The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:





<TABLE>
<CAPTION>
                                                             1995                      1996
                                                   ------------------------- -------------------------
                                                     At    At     At     At    At     At    At     At
                               Principal Business   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>    <C>
 1. 900 Third Avenue Building
     New York, New York . . .  Legal Services/
                               Detective Agency/
                               Insurance             94%   96%    96%    97%   97%    98%   98%    98%
 2. Piper Jaffray Tower
     Minneapolis, Minnesota .  Legal/Advertising/
                               Financial Services    97%   97%    98%    98%   98%    98%   98%    98%
 3. RiverEdge Place
     Fulton County (Atlanta),
     Georgia. . . . . . . . .  Banking               88%   88%    88%    89%   90%    91%   90%    96%
 4. Wells Fargo Center
     - IBM Tower
     Los Angeles,
     California . . . . . . .  Business Informa-
                               tion Systems/
                               School District/
                               Legal Services        96%   96%    96%    95%   95%    97%   92%    92%
 5. Woodland Hills Apartments
     DeKalb County (Atlanta),
     Georgia. . . . . . . . .  Apartments            99%   99%    99%   100%   97%    N/A   N/A    N/A
 6. 160 Spear Street Building
     San Francisco,
     California . . . . . . .  Public Utility/
                               Government/
                               Insurance             89%   77%    76%    56%   N/A    N/A   N/A    N/A
 7. 21900 Burbank Boulevard
     Building
     Los Angeles
     (Woodland Hills),
     California . . . . . . .  Insurance/
                               Financial Services    96%   94%    96%    96%   N/A    N/A   N/A    N/A
 8. 260 Franklin Street
     Building
     Boston, Massachusetts. .  Financial Services    99%   99%    99%    99%   96%    95%   96%    96%
 9. California Plaza
     Walnut Creek,
     California . . . . . . .  Manufacturing/
                               Public Utility        95%   94%    93%    90%   91%    89%   89%    90%




                                                             1995                      1996
                                                   ------------------------- -------------------------
                                                     At    At     At     At    At     At    At     At
                               Principal Business   3/31  6/30   9/30  12/31  3/31   6/30  9/30  12/31
                               ------------------   ----  ----   ----  -----  ----   ---- -----  -----
10. Dunwoody Crossing
     (Phase I, II and III)
     Apartments
     DeKalb County (Atlanta),
     Georgia. . . . . . . . .  Apartments            93%   93%    93%    91%   90%    N/A   N/A    N/A
11. NewPark Mall
     Newark (Alameda County),
     California . . . . . . .  Retail                80%   80%    80%    80%   79%    79%   77%    78%
12. Springbrook
     Shopping Center
     Bloomingdale (Chicago),
     Illinois . . . . . . . .  Retail                72%   72%    70%    66%   69%    55%   53%    53%
<FN>
--------------------

     Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

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



</TABLE>





ITEM 3.  LEGAL PROCEEDINGS

     The Partnership is not subject to any material pending legal
proceedings.  Reference is made to the Notes for a discussion of certain
litigation involving the Partnership related to the 900 Third Avenue
investment property.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security Holders during
the 1996 and 1995.



                                PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
         AND RELATED SECURITY HOLDER MATTERS

     As of December 31, 1996, there were 41,033 record Holders of the
443,623.94862 Interests outstanding in the Partnership.  There is no public
market for Interests, and it is not anticipated that a public market for
Interests will develop.  Upon request, the Corporate General Partner may
provide information relating to a prospective transfer of Interests to an
investor desiring to transfer his Interests.  The price to be paid for the
Interests, as well as any other economic aspect of the transaction, will be
subject to negotiation by the investor.  There are certain conditions and
restrictions on the transfer of Interests, including, among other things,
the requirement that the substitution of a transferee of Interests as a
Limited Partner of the Partnership be subject to the written consent of the
Corporate General Partner, which may be granted or withheld in its sole and
absolute discretion.  The rights of a transferee of Interests who does not
become a substituted Limited Partner will be limited to the rights to
receive his share of profits or losses and cash distributions from the
Partnership, and such transferee will not be entitled to vote such
Interests or have other rights of a Limited Partner.  No transfer will be
effective until the first day of the next succeeding calendar quarter after
the requisite transfer form satisfactory to the Corporate General Partner
has been received by the Corporate General Partner.  The transferee
consequently will not be entitled to receive any cash distributions or any
allocable share of profits or losses for tax purposes until such next
succeeding calendar quarter.  Profits or losses from operations of the
Partnership for a calendar year in which a transfer occurs will be
allocated between the transferor and the transferee based upon the number
of quarterly periods in which each was recognized as the Holder of the
Interests, without regard to the results of the Partnership's operations
during particular quarterly periods and without regard to whether cash
distributions were made to the transferor or transferee.  Profits or losses
arising from the sale or other disposition of Partnership properties will
be allocated to the recognized Holder of the Interests as of the last day
of the quarter in which the Partnership recognized such profits or losses.
Cash distributions to a Holder of Interests arising from the sale or other
disposition of Partnership properties will be distributed to the recognized
Holder of the Interests as of the last day of the quarterly period with
respect to which such distribution is made.

     Reference is made to the Notes for a discussion of the provisions of
the Partnership Agreement relating to cash distributions.  Reference is
made to Item 6 below for a discussion of cash distributions made to the
Holders of Interests.  The cash flows generated by most of the
Partnership's investment properties are segregated or restricted as to
their use pursuant to or as a result of the mortgage loans secured by such
investment properties as more fully discussed in the Notes.





<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                                DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
                                (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
                               1996          1995           1994         1993          1992
                          ------------- -------------   -----------  ------------  ------------
<S>                      <C>           <C>            <C>           <C>           <C>
Total income. . . . . . .  $ 28,496,327    45,415,094    53,107,469    55,288,244    64,499,133
                           ============  ============   ===========   ===========   ===========
Operating earnings
 (loss) . . . . . . . . .  $(54,263,298)  (15,974,642)  (16,770,041)  (27,390,383)  (37,863,307)
Partnership's share of
 earnings (loss) from
 operations of uncon-
 solidated ventures . . .     5,056,608    (6,484,175)  (15,190,416)  (31,617,778)  (24,576,481)
Venture partners' share
 of (earnings) loss from
 ventures' operations . .       (85,091)    2,528,102     2,235,151     2,866,514     3,678,862
                           ------------  ------------   -----------   -----------   -----------
Net operating
 earnings (loss). . . . .   (49,291,781)  (19,930,715)  (29,725,306)  (56,141,647)  (58,760,926)
Gain on sale or disposi-
 tion of investment
 properties (net of
 venture partner's share
 of $204,139 in 1996
 and $823,609 in 1994)
 and manager's incentive
 fee of $1,730,016
 in 1996. . . . . . . . .    12,230,126     6,785,025     3,597,347         --          506,446
Gain on sale or disposi-
 tion of interests
 in unconsolidated
 ventures . . . . . . . .       435,060       856,751    31,743,006     2,856,567         --
                           ------------  ------------   -----------   -----------   -----------
Earnings (loss) before
 extraordinary items
 and cumulative effect
 of an accounting
 change . . . . . . . . .   (36,626,595)  (12,288,939)    5,615,047   (53,285,080)  (58,254,480)
Extraordinary items . . .    35,222,847         --            --            --            --
Cumulative effect of
 an accounting change . .   (30,000,000)        --            --            --            --
                           ------------  ------------   -----------   -----------   -----------
Net earnings (loss) . . .  $(31,403,748)  (12,288,939)    5,615,047   (53,285,080)  (58,254,480)
                           ============  ============   ===========   ===========   ===========




                               1996          1995           1994         1993          1992
                          ------------- -------------   -----------  ------------  ------------
Net earnings (loss)
 per Interest:
  Net operating loss. . .  $    (106.67)       (43.12)       (64.31)      (121.46)      (127.13)
  Net gain on sale
   or disposition
   of investment
   properties . . . . . .         27.29         17.05          8.03         --             1.13
  Gain on sale or
   disposition of
   interests in uncon-
   solidated ventures . .           .97          --           70.83          6.37         --
  Extraordinary item. . .         78.61          --           --            --            --
  Cumulative effect of
   an accounting change .        (64.92)        --            --           --             --
                           ------------  ------------   -----------   -----------   -----------
Net earnings (loss) . . .  $     (64.72)       (26.07)        14.55       (115.09)      (126.00)
                           ============  ============   ===========   ===========   ===========

Total assets. . . . . . .  $174,989,293   301,007,974   327,662,913   371,886,177   414,132,574
Long-term debt. . . . . .  $100,932,989   108,528,346   246,148,319   237,811,558   305,589,971
Cash distributions
 per Interest (b) . . . .  $      26.37          8.09          5.00           .55           .50
                           ============  ============   ===========   ===========   ===========

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

  (a)   The above selected financial data should be read in conjunction with the consolidated financial
statements and the related notes appearing elsewhere in this annual report.

  (b)   Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes.  Each Partner's taxable income (loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership.  Accordingly, cash distributions to the Holders of Interests
since the inception of the Partnership have not resulted in taxable income to such Holders of Interests and have
therefore represented a return of capital.

</TABLE>




<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996

<CAPTION>

Property
--------

California Plaza   a)   The occupancy rate of net rentable square feet ("NRF") and average base rent per square
foot as of December 31 for each of the last five years were as follows:

                                                                    Avg. Annual
                                                    NRF             Base Rent Per
                         December 31,          Occupancy Rate       Square Foot (1)
                         ------------          --------------       ---------------
<S>                <C>   <C>                   <C>                  <C>

                               1992 . . . . .       92%                $18.43
                               1993 . . . . .       95%                 17.80
                               1994 . . . . .       95%                 17.79
                               1995 . . . . .       90%                 16.97
                               1996 . . . . .       90%                 13.21
<FN>
                   (1) Average annual base rent per square foot is based on NRF occupied as of December 31
                       of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                             Base Rent     Scheduled Lease Lease
                   b)     Significant Tenants    Square Feet Per Annum     Expiration Date Renewal Option(s)
                          -------------------    ----------- ---------     --------------- -----------------
<S>                <C>    <C>                    <C>         <C>           <C>             <C>

                          Maxis                    38,492     $  545,047    11/2002           N/A

                          Liquid Air               54,974     $2,045,814    01/2001           N/A


                   (1)    In June 1995, the venture entered into a seven year direct lease with Maxis for an
approximately 38,500 square foot space formerly occupied by Liquid Air.  In addition, Liquid Air guaranteed the
obligations under the Maxis lease up to $1,500,000 through its original expiration date of January 2001.  Liquid
Air paid the venture $3,740,000, of which $2,745,058 relates to future lost rents.  Reference is made to the Notes
for a further description of the above transaction.
</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth certain information with respect to the expiration of
leases for the next ten years at Cal Plaza:

                                                                            Annualized        Percent of
                                           Number of        Approx. Total   Base Rent         Total 1996
                          Year Ending      Expiring         NRF of Expiring of Expiring       Base Rent
                          December 31,     Leases           Leases (1)      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>

                          1997               13                 54,810     $   654,915        15.0%
                          1998               10                 53,331         548,208        12.5%
                          1999               11                 55,364         618,426        14.1%
                          2000                1                  3,314          42,156           1%
                          2001                4                 67,501       1,946,154        44.4%
                          2002                2                 44,927         641,098        14.6%
                          2003               --                  --              --             --
                          2004                2                 13,060         184,920         4.2%
                          2005               --                  --              --             --
                          2006                1                 14,298          73,778         1.7%
<FN>
                   (1)    Excludes leases that expire in 1997 for which renewal leases or leases with
replacement tenants have been executed as of March 21, 1997.
</TABLE>




<TABLE>

<CAPTION>

Property
--------

260 Franklin       a)   The occupancy rate of net rentable square feet ("NRF") and average base rent per square
foot as of December 31 for each of the last five years were as follows:

                                                                    Avg. Annual
                                                    NRF             Base Rent Per
                         December 31,          Occupancy Rate       Square Foot (1)
                         ------------          --------------       ---------------
<S>                <C>   <C>                   <C>                  <C>

                               1992 . . . . .       96%                $27.29
                               1993 . . . . .       99%                 27.50
                               1994 . . . . .       99%                 27.80
                               1995 . . . . .       99%                 27.20
                               1996 . . . . .       96%                 26.93
<FN>
                   (1) Average annual base rent per square foot is based on NRF occupied as of December 31
                       of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                             Base Rent     Scheduled Lease Lease
                   b)     Significant Tenants    Square Feet Per Annum     Expiration Date Renewal Option(s)
                          -------------------    ----------- ---------     --------------- -----------------
<S>                <C>    <C>                    <C>         <C>           <C>             <C>

                          Fidelity Properties,
                          Inc.                     173,781   $4,276,312     03/2005          N/A

</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth certain information with respect to the expiration of
leases for the next ten years at 260 Franklin:

                                                                            Annualized        Percent of
                                           Number of        Approx. Total   Base Rent         Total 1996
                          Year Ending      Expiring         NRF of Expiring of Expiring       Base Rent
                          December 31,     Leases           Leases (1)      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>

                          1997                2                  3,007      $   70,533         .78%
                          1998                2                  3,985          97,604         1.1%
                          1999                4                 13,749         336,829         3.7%
                          2000                8                 62,399       2,631,626        29.1%
                          2001                4                 20,756         731,582         8.1%
                          2002               --                  --              --             --
                          2003                1                  2,000          64,000         .71%
                          2004                1                 14,134         415,822         4.6%
                          2005                1                173,781       4,276,312        47.3%
                          2006                1                 21,589         616,921         6.8%
<FN>
                   (1)    Excludes leases that expire in 1997 for which renewal leases or leases with
replacement tenants have been executed as of March 21, 1997.
</TABLE>




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $385,000,000 (after deducting selling
expenses and other offering costs) with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and to satisfy working capital requirements.  A portion of the
proceeds was utilized to acquire the properties described in Item 1 above.

     During 1996 some of the Holders of Interests in the Partnership
received from an unaffiliated third party unsolicited offers to purchase up
to 21,591 Interests in the Partnership at between $40 and $50 per Interest.

The Partnership recommended against acceptance of these offers on the basis
that, among other things, the offer price was inadequate.  In June 1996
such offers expired.  As of the date of this report, the Partnership is
aware that 6,544.7301 Interests have been purchased by such unaffiliated
third parties either pursuant to such tender offers or through negotiated
purchases.   The Partnership has recently received requests from another
unaffiliated third party for the list of Holders of Interest.  It is
possible that other offers for Interests may be made by unaffiliated third
parties in the future, although there is no assurance that any other third
party will commence an offer for Interests, the terms of any such offer or
whether any such offer, if made, will be consummated, amended or withdrawn.

The board of directors of JMB Realty Corporation ("JMB"), the corporate
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.  The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offer for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.

     At December 31, 1996, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $20,664,000.  Such funds and
certain escrowed amounts (which are restricted as to their use) are
available for the payment of the Partnership's share of leasing costs and
capital improvements for its investment properties as well as for future
distributions to partners, working capital requirements, including the
Partnership's share of potential future deficits, capital improvements, and
financing or loan restructuring costs at certain of the Partnership's
investment properties as discussed below and in the Notes.  Anticipated
deficits for 1997, including those for expected tenant improvement and
other lease inducement costs, at the 260 Franklin office building are
expected to be paid out of the joint venture's restricted reserve account.
The joint venture that owns the 260 Franklin office building is seeking a
further extension to its mortgage loan as discussed below.  The Partnership
currently has adequate cash and cash equivalents to maintain the operations
of the Partnership.  However, the Partnership has taken steps to preserve
its working capital by suspending operating distributions (except for
certain withholding requirements) to the Holders of Interests and the
General Partners effective as of the first quarter of 1992.  In addition,
the General Partners and their affiliates have previously deferred
management and leasing fees payable to them in an aggregate amount of
$2,186,007 (approximately $5 per Interest) through December 31, 1996,
pursuant to debt modifications at the 260 Franklin and Piper Jaffray
properties.  An affiliate of the General Partners has deferred (through
reimbursements made directly to the Partnership) $675,876 (included in the
aggregate amount above) for the Partnership's proportionate share of
property management and leasing fees paid by affiliated joint venture
partnerships or their underlying ventures, as the case may be.  These
reimbursements include the proportionate share of property management fees




of one unconsolidated entity, which is not included in the consolidated
financial statements.  Effective October 1, 1993, the Partnership and its
consolidated ventures began paying property management and leasing fees on
a current basis other than for the 260 Franklin office building.  Reference
is made to the Notes relating to this deferral and subsequent partial
payment of distributions, fees and reimbursements.

     The Partnership and its consolidated ventures have currently budgeted
in 1997 approximately $2,804,000 for tenant improvements and other capital
expenditures.  The Partnership's share of such items and its share of such
similar items for its unconsolidated ventures in 1997 is currently budgeted
to be approximately $3,477,000.  Actual amounts expended in 1997 may vary
depending on a number of factors including actual leasing activity, results
of property operations, liquidity considerations and other market
conditions over the course of the year.  The source of capital for such
items and for both short-term and long-term future liquidity requirements
is expected to be primarily through net cash generated by the Partnership's
investment properties, and through the sale or refinancing of such
investments, as well as cash and certain escrowed accounts currently held.
However, most of the Partnership's investment properties are either
restricted as to their use of excess cash flow by escrow agreements
negotiated pursuant to loan modifications or are currently experiencing
deficits.  In such regard, reference is made to the Partnership's property
specific discussions below and also to the Partnership's disclosure of
certain property lease expirations in Item 6.

     PIPER JAFFRAY TOWER

     The Minneapolis office market has rebounded over the last couple
years.  Vacancy rates for Class A buildings (competitive market for the
property) have dropped to the low single digit level.  Consequently, net
effective rental rates have risen, although not to a level achieved prior
to the real estate depression experienced in the late 1980's through the
early 1990's.

     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 has analyzed the
tenants request and determined that based upon its inability to pay the
full amount of rent, a modification of the lease is necessary.  In this
regard, the joint venture has reached an agreement in principle with the
tenant to amend the terms of its lease.  Under the terms of the agreement,
the joint venture will take back approximately 56,000 square feet of
Popham's leased space leaving it with approximately 47,000 square feet.
Popham's rent on the remaining square footage will increase to a market
rate effective on the date of the give-back.  There will be no adjustment
to the lease expiration date on the remaining space.  The underlying lender
has approved the terms of this agreement.  However, there are no assurances
that this agreement will be finalized on these or any terms.  In the
meantime, the manager is in final lease negotiations with a tenant to
occupy approximately 12,000 square feet of Popham's give-back space at
rental rates in excess of Popham's original rental rate.  There are no
assurances that this lease will be finalized on these or any terms.

     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 has made a proposal to extend the terms of
Piper's lease for a period of nine years.  Under the proposal, Piper's
current rent would be reduced for the last lease year with an extension
period rent equal to the joint venture's estimate of market rental rates at




the time which would be less than Piper's current rental rate.  Any
modification or early renewal of this lease would require the approval of
the underlying lender.  The joint venture has not received an official
response from the tenant.  During the fourth quarter, Piper Jaffray
exercised an option to lease approximately 24,000 square feet of space
under lease expiring December 31, 1997.  The rental rate will be at market
which is currently being negotiated.  The lease expiration date will be
coterminous with its existing lease termination date of March 31, 2000.

     Under the terms of a 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 1994, 1995 or 1996.
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
1994 and 1995 totalled $353,251 and $464,178, respectively.  During 1996,
excess cash flow generated under this agreement was $741,627 which is
expected to be remitted to the lender during the second quarter of 1997.
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 December 31, 1996, the balance of such escrow account totalled
approximately $3,934,000.  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
December 31, 1996, the manager has deferred approximately $3,216,000
($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
prepayment fees as well as 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, under the
current terms of the modified debt, there must be a significant additional
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.  The joint venture
anticipates exploring refinancing alternatives during 1997.  Such
refinancing would only be possible if the underlying lender would accept a
discount and would also likely require additional capital contributions
from the Partnership and its affiliated partner.  There are no assurances
that a refinancing can be achieved.  The Partnership will not commit
additional capital to this property unless, among other things, it believes
that upon sale of the property, the Partnership will receive a return of
such funds and a reasonable rate of return thereon.

     160 SPEAR STREET BUILDING

     In January 1996, the Partnership, through the joint venture,
transferred title to the lender in full satisfaction of the loan secured by
the property.  Reference is made to the Notes for a description of such
transfer.





     125 BROAD STREET BUILDING

     On November 15, 1994, effective as of October 31, 1994, JMB/125 and
certain affiliates of Olympia & York Developments, Ltd. ("O&Y") reached an
agreement to settle their dispute regarding 125 Broad and its property.
Under the terms of the agreement, JMB/125 assigned its interest in 125
Broad to an affiliate of O&Y and released its venture partners (the "O&Y
partners") from any claims related to 125 Broad.  In return, JMB/125
received an unsecured promissory note in the principal amount of $5 million
bearing simple interest at 4.5% per annum with all principal and accrued
interest due at maturity in October 1999, subject to mandatory prepayments
of principal and interest or acceleration of the maturity date under
certain circumstances.  As of December 31, 1994, the note had been fully
reserved by JMB/125.  In addition, JMB/125 received a release from any
claims of certain O&Y affiliates and generally was to be indemnified
against any liability as a general partner of 125 Broad.  JMB/125 was also
relieved of any obligation to contribute cash to 125 Broad in the amount of
its deficit capital account balance.  Affiliates of O&Y subsequently filed
a pre-arranged bankruptcy plan for reorganization of 125 Broad under
Chapter 11 of the Bankruptcy Code in order to facilitate 125 Broad's
transfer of the office building to the mortgage lender in satisfaction of
the mortgage debt and other claims.  In January 1995, the plan for
reorganization was approved by the bankruptcy court, was consummated, and
the bankruptcy was concluded.  In October 1995, the makers of the $5
million promissory note payable to JMB/125 filed for protection from
creditors under Chapter 11 of the Bankruptcy Code.  Pursuant to the
bankruptcy reorganization of the makers of the note, JMB/125, as an
unsecured creditor, received limited partnership interests and a
convertible note interest in a reorganized entity that has majority or
controlling interests in six office buildings in New York, New York and
Boston, Massachusetts.  The assigned value, as of the bankruptcy
confirmation date, of the interests and note received by JMB/125 was
approximately $400,000.  The convertible note was fully reserved due to the
uncertainty of the realizable value of the note.

     260 FRANKLIN STREET BUILDING

     The office market in the Financial District of Boston remains
competitive due to new office building developments and layoffs, cutbacks
and consolidations by financial service companies.  The effective rental
rates achieved upon re-leasing have been substantially below the rates
which were received under the previous leases for the same space.  The
property is currently expected to operate at a deficit for 1997 and for
several years thereafter.  In December 1991, 260 Franklin, the affiliated
joint venture, reached an agreement with the lender to modify the long-term
mortgage note secured by the 260 Franklin Street Building.  The loan
modification required that the affiliated joint venture establish an escrow
account for excess cash flow from the property's operations (computed
without a deduction for property management fees and leasing commissions)
to be used to cover the cost of capital and tenant improvements and lease
inducements, which are the primary components of the anticipated operating
deficits noted above, with the balance, if any, of such escrowed funds
available at the scheduled or accelerated maturity to be used for the
payment of principal and interest due to the lender.  Beginning January 1,
1992, 260 Franklin began escrowing the payment of property management fees
and lease commissions owed to an affiliate of the Corporate General Partner
pursuant to the terms of the debt modification, which is more fully
described in the Notes, and accordingly, such fees and commissions remained
unpaid.  In addition, as the long-term mortgage loan in the original
principal amount of approximately $75,000,000 plus accrued and deferred
interest, matured January 1, 1996, 260 Franklin as of such date began
submitting the net operating cash flow of the property to the lender while
seeking an extension or refinancing of the loan.  260 Franklin also began
investigating market conditions to determine whether conditions were
favorable for selling the property.  However, it was determined that
conditions were not favorable and the property continues to be held as
investment property.  The joint venture reached an agreement with the
lender for an extension of the mortgage loan through January 1, 1997.  In




addition to substantially the same terms as were in effect prior to such
extension, the agreement requires that the property submit net operating
cash flow of the property to the lender.  The joint venture is currently
seeking a further extension of the mortgage loan through January 1, 1998.
However, there can be no assurance that the joint venture will be able to
obtain a further extension of the loan.  If 260 Franklin is unable to
extend the mortgage loan to the property, the Partnership may decide not to
commit any significant additional funds.  This may result in 260 Franklin
and the Partnership no longer having an ownership interest in the property.

In such event, 260 Franklin and the Partnership would recognize a net gain
for financial reporting and Federal income tax purposes with no
distributable proceeds.

     900 THIRD AVENUE BUILDING

     In 1994, JMB/900 Third Avenue Associates, on behalf of the property
joint venture, successfully completed an extension to December 1, 2001 of
its mortgage loan, which was scheduled to mature on December 1, 1994.  In
addition, net cash flow after debt service and capital (as defined) will be
paid into an escrow account controlled by the lender to be used by the
property joint venture for the payment of property taxes and for releasing
costs associated with leases which expire in 1999 and 2000 (approximately
240,000 square feet of space).  To date, no escrow funds have been required
to be used for leasing costs.  The remaining proceeds in this escrow
(including interest earned thereon), if any, will be released to the
property joint venture once 90% of such leased space has been renewed or
released.  The agreement provides, however, that the joint venture can
repay itself, out of the first available net cash flow, certain costs
incurred and deposits made by the joint venture in connection with the loan
extension (approximately $3,229,000).  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 $2,000,000).
The escrow balance at December 31, 1996 is approximately $193,000.

     Occupancy of this building increased to 98% at the end of 1996.  The
midtown Manhattan market remains competitive.  The manager has signed
leases or is in final lease negotiations with tenants to occupy virtually
all the remaining vacant space in the building.  During 1997, leases
covering approximately 21,000 square feet of space or approximately 2% of
the building's leasable square footage, expire.  Tenants occupying
approximately one-half of such space are expected to renew.

     JMB/900 is currently involved in litigation.  Current discussions
involve a settlement whereby JMB/900 would purchase all the unaffiliated
venture partner interests in the property.  There are no assurances that a
settlement will be finalized on this or any terms.  The Partnership will
not commit additional capital to this property unless, among other things,
it believes that upon sale of the property, the Partnership will receive a
return of such funds and a reasonable rate of return thereon.

     WELLS FARGO CENTER

     The Wells Fargo Center ("South Tower") operates in the downtown Los
Angeles office market, which has become extremely competitive over the last
several years with the addition of several new buildings that has resulted
in a vacancy rate of approximately 25% in the marketplace.  The Partnership
expects that the competitive market conditions and the continued recession
in Southern California will have an adverse affect on the building through
lower effective rental rates achieved on re-leasing of existing space which
expires or is given back over the next several years.  In addition, new
leases are expected to require expenditures for lease commissions and
tenant improvements prior to occupancy.  This anticipated decline in rental
rates, the anticipated increase in re-leasing time and the costs upon
releasing will result in a decrease in cash flow from operations over the
near term.




     During 1996, 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.  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.  Reference is made to the
Notes for a further description of these events.

     RIVEREDGE PLACE BUILDING

     The Partnership ceased making debt service payments effective July 1,
1992, and continues to seek to restructure the mortgage note which matured
January 1, 1996 (with a principal balance of $18,166,294 and accrued
interest of approximately $11,300,000 at December 31, 1996).  The property
has generated approximately $5,285,000 and $3,980,000 of cash flow as of
December 31, 1996 and December 31, 1995, respectively, since the
Partnership ceased making monthly debt service payments.  Such cash flow
will likely be remitted to the lender and therefore these amounts are
included in other restricted securities in the consolidated financial
statements.  If the Partnership's attempt for mortgage note restructuring
is not successful, the Partnership would likely decide, based upon current
market conditions and other considerations relating to the property and the
Partnership's portfolio, not to commit significant additional amounts to
the property.  This would result in the Partnership no longer having an
ownership interest in the property and would result in a net gain for
financial reporting and Federal income tax purposes without any
corresponding distributable proceeds.  The mortgage note has been
classified as a current liability in the accompanying consolidated
financial statements at December 31, 1996 and 1995.  The RiverEdge Place
Building was approximately 96% occupied at the end of 1996.  Due to the
current status of the mortgage note negotiations the property has been
classified as held for sale or disposition as of December 31, 1996, and
therefore, will not be subject to continued depreciation.

     21900 BURBANK BUILDING

     In March 1996, the lender realized upon its security and took title to
the property in full satisfaction of the loan secured by the property.
Reference is made to the Notes for a further description of such transfer.

     NEWPARK ASSOCIATES

     As a result of the acquisition by Federated Department Stores
("Federated") of the company which owns the Emporium Capwell store at
NewPark Mall, Federated, which also owns the Macy's store at NewPark,
approached the NewPark joint venture regarding a sale of the Emporium
Capwell building.  Simultaneously with its negotiations to acquire the
Emporium Capwell building, the NewPark joint venture is negotiating to sell
the building to a national retail store owner.  The NewPark joint venture
expects to receive net proceeds from the transactions if they are closed as
currently contemplated.  However, there is no assurance that the
transactions will be closed or, if so, will be on the terms currently
contemplated.

     CALIFORNIA PLAZA

     The Partnership modified the loan secured by the property on December
22, 1993.  As more fully discussed in the Notes, the loan modification
reduced the pay rate of monthly interest only payments to 8% per annum,
effective February 1993, extended the loan maturity date to January 1,
2000, and requires the net cash flow of the property to be escrowed (as
defined) with a portion to be used to fund a reserve account.  The venture
also funded $500,000 into the reserve account as required by the
modification agreement.  This reserve account (including interest earned
thereon) is to be used to fund future costs, including tenant improvements,
leasing commissions and capital improvements, approved by the lender (none
used as of December 31, 1996).  The property has been classified as held
for sale or disposition as of December 31, 1996, and therefore, will not be
subject to continued depreciation.




     SPRINGBROOK SHOPPING CENTER

     The Springbrook Shopping Center was approximately 53% occupied at the
end of 1996 and operated at a deficit for the year 1996.  The Partnership
decided not to commit significant additional amounts to the property and
ceased making monthly debt service payments in June 1996.  Accordingly, the
mortgage loan with a scheduled maturity of April 1997 and a principal
balance of $10,932,588 has been classified as a current liability at
December 31, 1996 and the property was classified as held for sale or
disposition as of April 1, 1996.  The property was no longer subject to
depreciation.  Also, commencing in June 1996, all net cash flow from the
property was being escrowed with the lender.  Principal and interest
payments in arrears as of December 31, 1996 were approximately $323,000.
As a result of the non-payment of debt service the lender realized upon its
security and took title in 1997 to the property in full satisfaction of the
loan secured by the property.

     WOODLAND HILLS APARTMENTS

     On May 22, 1996, the Partnership sold the Woodland Hills apartment
complex to an unaffiliated third party for $12,225,000 (before selling
costs and retirement of indebtedness of approximately $8,175,000).
Reference is made to the Notes for a further description of such event.

     VILLAGES NORTHEAST

     On May 7, 1996, the Partnership, through the joint venture, sold the
Dunwoody Crossing Phases I, II and III apartment complex to an unaffiliated
third party for $47,000,000 (before selling costs and retirement of
indebtedness of approximately $30,900,000).  Reference is made to the Notes
for a further description of such event.

     GENERAL

     Certain of the Partnership's investments have been made through joint
ventures.  There are certain risks associated with the Partnership's
investments made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.

     Although the Partnership expects to distribute sales proceeds from the
disposition of certain of the Partnership's remaining assets, aggregate
distributions of sale and refinancing proceeds received by Holders of
Interest over the entire term of the Partnership will be substantially less
than one-fourth of their original investment.  However, in connection with
sales or other dispositions (including transfers to lenders) of properties
(or interests therein) owned by the Partnership or its joint ventures, the
Holders of Interests will be allocated gain for Federal income tax
purposes, regardless of whether any proceeds are distributable from such
sales or other dispositions.

     As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital.  All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate.  The Partnership has also sought or is seeking additional loan
modifications where appropriate.  By conserving working capital, the
Partnership will be in a better position to meet the future needs of its
properties since the availability of outside sources of capital may be
limited given the portfolio's current debt levels.  Due to these factors,
the Partnership has held its remaining investment properties longer than
originally anticipated in an effort to maximize the return of their
investment to the Holders of Interests.  However, 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 its remaining investment portfolio as




quickly as practicable.  In such regard, certain of the Partnership's
investment properties were classified as held for sale or disposition
during 1996 as discussed above.  The affairs of the Partnership are
expected to be wound up no later than 1999 (sooner if the properties are
sold in the near term), barring unforeseen economic developments.

RESULTS OF OPERATIONS

     Significant fluctuations in the accompanying consolidated financial
statements are due to the respective lenders obtaining legal title to the
160 Spear Street and 21900 Burbank Buildings and the sale of the Dunwoody
Crossing and Woodland Hills apartment complexes in 1996.

     The increase in cash and cash equivalents at December 31, 1996 as
compared to December 31, 1995 is primarily due to the retention and
investment of sales proceeds from the May 1996 sale of Woodland Hills
apartments as discussed above.

     The increase in other restricted securities at December 31, 1996 as
compared to December 31, 1995 is due to the segregation of cash flow from
the RiverEdge Place office building.  Such restricted amounts are
anticipated to be remitted to the property's lender.

     The decrease in escrow deposits and restricted securities at December
31, 1996 as compared to December 31, 1995 is primarily due to payments of
tenants improvements and mortgage interest at the California Plaza and 260
Franklin Street properties.  The balance at December 31, 1996 consists
solely of these two properties' escrow reserves.

     The decrease in venture partners' deficits in ventures at December 31,
1996 as compared to December 31, 1995 and the decrease in venture partners'
share of ventures' operations for the twelve months ended December 31, 1996
as compared to the twelve months ended December 31, 1995 and 1994 are
primarily due to the Partnership's provisions for value impairment of
$17,400,000 related to the 260 Franklin Street Building during 1996.

     The increase in interest income for the year ended December 31, 1996
as compared to the same periods in 1995 and 1994 is primarily due to a
higher average invested cash balance and higher effective yields being
earned on invested funds held by the Partnership during 1996.

     The increases in professional services for the year ended December 31,
1996 as compared to the years ended December 31, 1995 and 1994 are
primarily due to outsourcing costs and tender offer matters as discussed
above and in the Notes.

     The provision for value impairment in 1996 relates to reductions in
the carrying values of the Cal Plaza property ($7,200,000), 260 Franklin
Street Building ($17,400,000), and Springbrook Shopping Center
($1,400,000).

     The restructuring fees in 1996 and the increase in Partnership's share
of income (loss) from operations of unconsolidated ventures for the year
ended December 31, 1996 as compared to the years ended 1995 and 1994 is due
to the restructuring of the Partnership's note payable to Wells Fargo and
investment in the Wells Fargo Center South Tower venture as more fully
described in Notes.  During 1996, the Partnership recognized income from
restructuring of $10,664,944.

     The gain on sale or disposition of investment properties of
$12,230,126 for the year ended December 31, 1996 relates to the recognition
of gain from the sale of the Woodland Hills and Dunwoody apartment
complexes of $1,749,814 and $10,480,312, respectively, in 1996.

     The gain on sale of interest in unconsolidated ventures for the year
ended December 31, 1996 relates to the recognition of $435,060 of deferred
gain from the sale of JMB/Owing's interest in the Owings Mills Limited
Partnership in June 1993.





     The gain on sale or disposition of investment properties for the year
ended December 31, 1995 relates to the $6,275,248 of gain from the sale of
the Partnership's 90% interest in the Eastridge Development Company,
Limited Partnership on June 30, 1995, and $509,777 on the sale of an
outparcel at Springbrook Mall in November of 1995.

     The gain on sale of interest in unconsolidated ventures for the year
ended December 31, 1995 relates to the recognition of $856,751 of gain from
the sale of JMB/Owing's interest in the Owings Mills Limited Partnership in
June 1993.

     The gain on sale of interest in unconsolidated ventures in 1994 is due
to the assignment of JMB/125's interest in the 125 Broad investment
property to an affiliate of the Partnership's unaffiliated venture partner
in November 1994.

     The extraordinary items - prepayment penalties and deferred mortgage
expenses results from the costs incurred and the write-off of deferred
mortgage fees on the early extinguishment of debt of the Woodland Hills and
Dunwoody Crossing mortgage notes payable in 1996.

     The extraordinary item - gain on forgiveness of indebtedness of
$35,780,656 represents the 1996 retirement of the mortgage notes of the 160
Spear Street ($31,158,453) and 21900 Burbank Buildings ($4,622,203) in full
satisfaction upon transfer of title to the properties to the respective
lenders.

     The cumulative effect of an accounting change of $30,000,000
represents provisions in 1996 to record value impairment on the 160 Spear
Street ($26,000,000) and 21900 Burbank Buildings ($4,000,000) in compliance
with SFAS 121.

INFLATION

     Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.  Inflation is not expected to significantly
impact future operations due to the expected liquidation of the Partnership
by 1999.

     However, to the extent that inflation in future periods would have an
adverse impact on property operating expenses, the effect would generally
be offset by amounts recovered from tenants as many of the long-term leases
at the Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes.  Therefore, there should be little effect on net
operating earnings if the properties remain substantially occupied.  In
addition, substantially all of the leases at the Partnership's shopping
center investment contain provisions which entitle the property owner to
participate in gross receipts of tenants above fixed minimum amounts.




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

                                 INDEX


Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended December 31,
  1996, 1995 and 1994

Consolidated Statements of Partners' Capital Accounts (Deficits),
  years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31,
  1996, 1995 and 1994

Notes to Consolidated Financial Statements

                                                          SCHEDULE
                                                          --------

Consolidated Real Estate and Accumulated Depreciation        III


Schedules not filed:

     All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated or combined financial statements or related
notes.











                     INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV:

     We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XV (a limited partnership) and Consolidated
Ventures as listed in the accompanying index.  In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index.  These
consolidated financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Carlyle Real Estate Limited Partnership - XV and Consolidated Ventures at
December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the years in the three-year period ended
December 31, 1996, in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.

     As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated ventures changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.








                                      KPMG PEAT MARWICK LLP


Chicago, Illinois
March 21, 1997





<TABLE>
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                                         CONSOLIDATED BALANCE SHEETS

                                         DECEMBER 31, 1996 AND 1995

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                            1996              1995
                                                                        ------------      -----------
<S>                                                                    <C>               <C>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $ 20,664,264       15,045,385
  Interest, rents and other receivables . . . . . . . . . . . . . . .        657,212        1,451,221
  Escrow deposits and restricted securities . . . . . . . . . . . . .      5,091,039       10,972,207
  Other restricted securities . . . . . . . . . . . . . . . . . . . .      5,285,807        3,980,279
                                                                        ------------     ------------

          Total current assets. . . . . . . . . . . . . . . . . . . .     31,698,322       31,449,092
                                                                        ------------     ------------
Investment properties, at cost - Schedule III:
   Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5,501,887       26,487,675
   Buildings and improvements . . . . . . . . . . . . . . . . . . . .     75,941,178      308,349,093
                                                                        ------------     ------------
                                                                          81,443,065      334,836,768
   Less accumulated depreciation. . . . . . . . . . . . . . . . . . .    (31,766,188)    (104,766,634)
                                                                        ------------     ------------

          Total properties held for investment,
            net of accumulated depreciation . . . . . . . . . . . . .     49,676,877      230,070,134

   Properties held for sale or disposition. . . . . . . . . . . . . .     68,999,370            --
                                                                        ------------     ------------
          Total investment properties . . . . . . . . . . . . . . . .    118,676,247      230,070,134
                                                                        ------------     ------------
Investment in unconsolidated ventures,
  at equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     17,354,958       22,432,665
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .      2,704,645        3,852,745
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .      4,555,121        4,902,626
Venture partners' deficits in ventures. . . . . . . . . . . . . . . .          --           8,300,712
                                                                        ------------     ------------

                                                                        $174,989,293      301,007,974
                                                                        ============     ============




                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES
                                   CONSOLIDATED BALANCE SHEETS - CONTINUED

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

                                                                            1996              1995
                                                                        ------------      -----------
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .   $118,969,238      179,862,967
  Current portion of notes payable. . . . . . . . . . . . . . . . . .         70,701           70,701
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .      2,155,764        2,494,207
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . .      2,186,007        2,186,007
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . .     12,787,206       13,583,612
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .        773,149          486,906
  Other current liabilities . . . . . . . . . . . . . . . . . . . . .        521,652          521,652
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .    137,463,717      199,206,052

Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .        149,032          219,733
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .        457,730          557,062
Investment in unconsolidated ventures, at equity. . . . . . . . . . .     14,107,122       22,080,422
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,515,927        2,007,580
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .        330,000          330,000
Long-term debt, less current portion. . . . . . . . . . . . . . . . .    100,932,989      108,528,346
                                                                        ------------     ------------
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . .    254,956,517      332,929,195
Venture partners' subordinated equity in ventures . . . . . . . . . .        608,114        5,439,926

Partners' capital accounts (deficits):
  General partners:
      Capital contributions . . . . . . . . . . . . . . . . . . . . .         20,000           20,000
      Cumulative net losses . . . . . . . . . . . . . . . . . . . . .    (20,028,625)     (17,335,834)
      Cumulative cash distributions . . . . . . . . . . . . . . . . .     (1,020,769)        (908,722)
                                                                        ------------     ------------
                                                                         (21,029,394)     (18,224,556)
                                                                        ------------     ------------




                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES
                                   CONSOLIDATED BALANCE SHEETS - CONTINUED

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

                                                                            1996              1995
                                                                        ------------      -----------

  Limited partners:
      Capital contributions, net of offering costs. . . . . . . . . .    384,978,681      384,978,681
      Cumulative net losses . . . . . . . . . . . . . . . . . . . . .   (402,819,621)    (374,108,664)
      Cumulative cash distributions . . . . . . . . . . . . . . . . .    (41,705,004)     (30,006,608)
                                                                        ------------     ------------
                                                                         (59,545,944)     (19,136,591)
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .    (80,575,338)     (37,361,147)
                                                                        ------------     ------------
                                                                        $174,989,293      301,007,974
                                                                        ============     ============


























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




<TABLE>
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                           1996             1995            1994
                                                      -------------     ------------    ------------
<S>                                                  <C>               <C>             <C>
Income:
  Rental income . . . . . . . . . . . . . . . . . .    $ 26,916,089       44,199,560      52,221,396
  Interest income . . . . . . . . . . . . . . . . .       1,580,238        1,215,534         886,073
                                                       ------------      -----------     -----------
                                                         28,496,327       45,415,094      53,107,469
                                                       ------------      -----------     -----------
Expenses:
  Mortgage and other interest . . . . . . . . . . .      23,796,808       29,972,319      33,160,181
  Depreciation. . . . . . . . . . . . . . . . . . .       5,413,953       10,440,946      11,490,889
  Property operating expenses . . . . . . . . . . .      13,420,306       18,442,109      22,832,962
  Professional services . . . . . . . . . . . . . .         901,930          595,234         644,763
  Amortization of deferred expenses . . . . . . . .         877,359        1,123,917       1,138,527
  General and administrative. . . . . . . . . . . .         759,295          815,211         610,188
  Provisions for value impairment . . . . . . . . .      26,000,000            --              --
  Restructuring fees. . . . . . . . . . . . . . . .      11,589,974            --              --
                                                       ------------      -----------     -----------
                                                         82,759,625       61,389,736      69,877,510
                                                       ------------      -----------     -----------
          Operating earnings (loss) . . . . . . . .     (54,263,298)     (15,974,642)    (16,770,041)

Partnership's share of income (loss) from
  operations of unconsolidated ventures
  (including income from restructuring
  of $10,664,944 in 1996) . . . . . . . . . . . . .       5,056,608       (6,484,175)    (15,190,416)
Venture partners' share of ventures' operations . .         (85,091)       2,528,102       2,235,151
                                                       ------------      -----------     -----------
          Net operating earnings (loss) . . . . . .     (49,291,781)     (19,930,715)    (29,725,306)

Gain on sale or disposition of investment
  properties, net of venture partner's share
  of gain of $204,139 in 1996 and $823,609 in
  1994 and manager's incentive fee of $1,730,016
  in 1996 . . . . . . . . . . . . . . . . . . . . .      12,230,126        6,785,025       3,597,347
Gain on sale of interests in unconsolidated
  ventures. . . . . . . . . . . . . . . . . . . . .         435,060          856,751      31,743,006
                                                       ------------      -----------     -----------
          Net earnings (loss) before extra-
            ordinary items and cumulative
            effect of an accounting change. . . . .     (36,626,595)     (12,288,939)      5,615,047




                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                          1996              1995            1994
                                                      -------------     ------------    ------------
Extraordinary items:
  Prepayment penalties and deferred mortgage
    expense on retirement of long-term debt,
    net of venture partner's share of
    $175,004. . . . . . . . . . . . . . . . . . . .        (557,809)           --              --
  Gain on forgiveness of indebtedness . . . . . . .      35,780,656            --              --
Cumulative effect of an accounting change . . . . .     (30,000,000)           --              --
                                                       ------------      -----------     -----------
          Net earnings (loss) . . . . . . . . . . .    $(31,403,748)     (12,288,939)       5,615,047
                                                       ============      ===========     ===========

          Net earnings (loss) per limited
            partnership interest:
              Net operating loss. . . . . . . . . .    $    (106.67)          (43.12)         (64.31)
              Net gain on sale or disposition of
                investment property . . . . . . . .           27.29            17.05            8.03
              Gain on sale or disposition of
                interests in unconsolidated
                ventures. . . . . . . . . . . . . .             .97            --              70.83
              Extraordinary items . . . . . . . . .           78.61            --              --
              Cumulative effect of an accounting
                change. . . . . . . . . . . . . . .          (64.92)           --              --
                                                       ------------      -----------     -----------
                                                       $     (64.72)          (26.07)          14.55
                                                       ============      ===========     ===========













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




<TABLE>
                                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES

                        CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<CAPTION>
                                GENERAL PARTNERS                                 LIMITED PARTNERS
            -----------------------------------------------------  ---------------------------------------------------
                                                               CONTRI-
                                                               BUTIONS
                                                               NET OF       NET
           CONTRI-     NET          CASH                      OFFERING    EARNINGS       CASH
           BUTIONS     LOSS     DISTRIBUTIONS     TOTAL        COSTS       (LOSS)    DISTRIBUTIONS     TOTAL
           -------  ----------  -------------  -----------  ----------- -----------  -------------  -----------
<S>       <C>      <C>         <C>            <C>          <C>        <C>           <C>            <C>
Balance
 (deficit)
 Decem-
 ber 31,
 1993 . . .$20,000 (15,779,416)     (600,866) (16,360,282) 384,978,681 (368,991,190)  (24,198,450)  (8,210,959)

Net earnings
 (loss) . .   --      (835,608)         --       (835,608)       --       6,450,655         --       6,450,655
Cash distri-
 butions
 ($5.00 per
 limited
 partnership
 interest).   --         --         (272,001)    (272,001)       --           --       (2,218,523)  (2,218,523)
           ------- -----------     ---------  -----------  ----------- ------------  ------------  -----------
Balance
 (deficit)
 Decem-
 ber 31,
 1994 . . . 20,000 (16,615,024)     (872,867) (17,467,891) 384,978,681 (362,540,535)  (26,416,973)  (3,978,827)

Net earnings
 (loss) . .   --      (720,810)         --       (720,810)        --    (11,568,129)         --    (11,568,129)
Cash distri-
 butions
 ($8.09 per
 limited
 partnership
 interest).   --          --         (35,855)     (35,855)        --           --      (3,589,635)  (3,589,635)
           ------- -----------     ---------  -----------  ----------- ------------  ------------  -----------




                                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES

                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED



                                GENERAL PARTNERS                                 LIMITED PARTNERS
            -----------------------------------------------------  ---------------------------------------------------
                                                               CONTRI-
                                                               BUTIONS
                                                               NET OF
           CONTRI-     NET          CASH                      OFFERING      NET          CASH
           BUTIONS     LOSS     DISTRIBUTIONS     TOTAL        COSTS        LOSS     DISTRIBUTIONS     TOTAL
           -------  ----------  -------------  -----------  ----------- -----------  -------------  -----------

Balance
 (deficit)
 Decem-
 ber 31,
 1995 . . . 20,000 (17,335,834)     (908,722) (18,224,556) 384,978,681 (374,108,664)  (30,006,608) (19,136,591)

Net earnings
 (loss) . .   --    (2,692,791)        --      (2,692,791)       --     (28,710,957)        --     (28,710,957)
Cash distri-
 butions
 ($26.37 per
 limited
 partnership
 interest).   --         --         (112,047)    (112,047)       --          --       (11,698,396) (11,698,396)
           ------- -----------     ---------  -----------  ----------- ------------  ------------  -----------
Balance
 (deficit)
 Decem-
 ber 31,
 1996 . . .$20,000 (20,028,625)   (1,020,769) (21,029,394) 384,978,681 (402,819,621)  (41,705,004) (59,545,944)
           ======= ===========     =========  ===========  =========== ============  ============  ===========










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




<TABLE>
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
                                                            1996            1995            1994
                                                        -----------      -----------     -----------
<S>                                                    <C>              <C>             <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . .    $(31,403,748)     (12,288,939)      5,615,047
  Items not requiring (providing) cash or
   cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . .       5,413,953       10,440,946      11,490,889
    Amortization of deferred expenses . . . . . . .         877,359        1,123,917       1,138,527
    Restructuring fee . . . . . . . . . . . . . . .      11,589,974            --              --
    Long-term debt - deferred accrued interest. . .       3,138,667        3,236,199       2,727,421
    Partnership's share of (income) loss from
      operations of unconsolidated ventures . . . .      (5,056,608)       6,484,175      15,190,416
    Venture partners' share of ventures'
      operations, gain on sale or
      disposition of investment properties and
      extraordinary items . . . . . . . . . . . . .         114,226       (2,528,102)     (1,411,542)
    Provisions for value impairment . . . . . . . .      26,000,000             --             --
    Total gain on sale or disposition of
      investment properties . . . . . . . . . . . .     (12,434,265)      (6,785,025)     (4,420,956)
    Total gain on sale of interests in uncon-
      solidated ventures. . . . . . . . . . . . . .        (435,060)        (856,751)    (31,743,006)
    Extraordinary items including venture
      partner's share . . . . . . . . . . . . . . .     (35,047,843)           --              --
    Cumulative effect of an accounting change . . .      30,000,000            --              --
  Changes in:
    Interest, rents and other receivables . . . . .         326,701           86,144        (463,724)
    Current portion of notes receivable . . . . . .           --              11,967          22,106
    Escrow deposits and restricted securities . . .       5,881,168       (3,420,945)     (1,399,833)
    Other restricted securities . . . . . . . . . .      (1,520,685)      (1,144,284)     (2,835,995)
    Accrued rents receivable, net . . . . . . . . .         146,353          455,115       1,231,693
    Accounts payable. . . . . . . . . . . . . . . .        (238,943)         441,144         762,407
    Amounts due to affiliates . . . . . . . . . . .           --             449,811      (4,674,514)
    Accrued interest payable. . . . . . . . . . . .       6,901,461        6,220,119       2,202,159
    Accrued real estate taxes . . . . . . . . . . .         312,963         (167,328)       (174,105)
    Other current liabilities . . . . . . . . . . .           --              30,000           --
    Deferred income . . . . . . . . . . . . . . . .        (491,653)       2,499,232           --
    Tenant security deposits. . . . . . . . . . . .         (54,507)          (4,102)       (329,670)
    Other liabilities . . . . . . . . . . . . . . .           --             (30,000)          --
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            operating activities. . . . . . . . . .       4,019,513        4,253,293      (7,072,680)
                                                       ------------      -----------     -----------




                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                            1996            1995            1994
                                                        -----------      -----------     -----------
Cash flows from investing activities:
  Net sales and maturities (purchases) of
    short-term investments. . . . . . . . . . . . .           --          10,564,988        (397,694)
  Additions to investment properties. . . . . . . .      (2,011,678)        (872,103)     (1,279,820)
  Partnership's distributions from
    unconsolidated ventures . . . . . . . . . . . .       3,349,635        6,525,990       7,505,575
  Partnership's contributions to
    unconsolidated ventures . . . . . . . . . . . .        (753,560)        (525,000)     (2,792,572)
  Cash proceeds from sale of investment
    properties. . . . . . . . . . . . . . . . . . .      17,695,317        1,594,727       3,580,504
  Payment of deferred expenses. . . . . . . . . . .        (331,019)        (992,616)       (886,493)
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            investing activities. . . . . . . . . .      17,948,695       16,295,986       5,729,500
                                                       ------------      -----------     -----------
Cash flows from financing activities:
  Proceeds from restructuring and refinancing of
    long-term debt. . . . . . . . . . . . . . . . .         650,000            --          1,134,189
  Principal payments on long-term debt. . . . . . .        (172,147)      (2,786,783)       (878,524)
  Principal payments on notes payable . . . . . . .         (70,701)         (70,701)        (70,701)
  Venture partners' contributions to venture. . . .           --             135,000         249,450
  Distributions to venture partners . . . . . . . .      (4,946,038)           --           (776,717)
  Distributions to general partners . . . . . . . .        (112,047)         (35,855)       (272,001)
  Distributions to limited partners . . . . . . . .     (11,698,396)      (3,589,635)     (2,218,523)
                                                       ------------      -----------     -----------
         Net cash provided by (used in)
           financing activities   . . . . . . . . .     (16,349,329)      (6,347,974)     (2,832,827)
                                                       ------------      -----------     -----------
         Net increase (decrease) in cash and
           cash equivalents . . . . . . . . . . . .       5,618,879       14,201,305      (4,176,007)
         Cash and cash equivalents,
           beginning of year. . . . . . . . . . . .      15,045,385          844,080       5,020,087
                                                       ------------      -----------     -----------
         Cash and cash equivalents,
           end of year. . . . . . . . . . . . . . .    $ 20,664,264       15,045,385         844,080
                                                       ============      ===========     ===========





                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                                                            1996            1995            1994
                                                        -----------      -----------     -----------
Supplemental disclosure of cash flow
 information:
  Cash paid for mortgage and other interest . . . .     $13,756,680       20,516,001      28,230,601
                                                        ===========      ===========     ===========
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of
      interests in ventures . . . . . . . . . . . .     $   435,060        7,641,776      31,743,006
                                                        ===========      ===========     ===========
    Gross proceeds from restructuring and
      refinancing of long-term debt . . . . . . . .     $18,084,557            --              --
    Accrued interest. . . . . . . . . . . . . . . .      (5,844,583)           --              --
    Restructuring fee . . . . . . . . . . . . . . .     (11,589,974)           --              --
                                                        -----------      -----------     -----------
          Proceeds received on restructuring and
            refinancing of long-term debt . . . . .     $   650,000            --              --
                                                        ===========      ===========     ===========
    Sale of investment properties:
      Total sale proceeds, net of selling
        expenses. . . . . . . . . . . . . . . . . .     $58,491,798       24,998,719      33,604,213
      Prepayment penalties. . . . . . . . . . . . .        (516,683)           --              --
      Payment of mortgages payable and
        accrued interest. . . . . . . . . . . . . .     (38,549,782)     (23,403,992)    (30,023,709)
      Incentive fee to manager of
        investment property . . . . . . . . . . . .      (1,730,016)           --              --
                                                        -----------      -----------     -----------
          Cash proceeds from sale of investment
            properties, net of selling expenses . .     $17,695,317        1,594,727       3,580,504
                                                        ===========      ===========     ===========
          Disposition of investment properties:
          Balance due on long-term debt cancelled .     $50,853,648            --          3,100,000
          Accrued interest expense on accelerated
             long-term debt . . . . . . . . . . . .       1,853,284            --            970,317
         Reduction of investment property, net. . .     (16,419,175)           --         (2,023,953)
         Reduction of other assets and liabilities.        (507,101)           --            101,499
                                                        -----------      -----------     -----------
         Non-cash gain recognized due to lenders
           realizing upon security. . . . . . . . .     $35,780,656            --          2,147,863
                                                        ===========      ===========     ===========


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




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1996, 1995 AND 1994



OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership holds (either directly or through joint ventures) an
equity investment portfolio of United States real estate.  Business
activities consist of rentals to a wide variety of commercial and retail
companies, and the ultimate sale or disposition of such real estate.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned ventures, Eastridge
Development Company ("Eastridge") (sold June 30, 1995); Daytona Park
Associates ("Park") (prior to the transfer of title in May 1994); JMB/160
Spear Street Associates ("160 Spear") (prior to the transfer of title in
January 1996); Villa Solana Associates ("Villa Solana") (sold March 23,
1994); 260 Franklin Street Associates ("260 Franklin"); C-C California
Plaza Partnership ("Cal Plaza"); Villages Northeast Associates ("Villages
Northeast") and VNE Partners, Ltd. ("VNE Partners") (prior to the sale in
May 1996).  The effect of all transactions between the Partnership and the
consolidated ventures has been eliminated.

     The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interests in JMB/Piper Jaffray Tower Associates ("JMB/Piper") and JMB/Piper
Jaffray Tower Associates II ("JMB/Piper II"); 900 Third Avenue Associates
("JMB/900"); Maguire/Thomas Partners - South Tower LLC (Formerly
Maguire/Thomas Partners-South Tower) ("South Tower"); JMB/Owings Mills
Associates ("JMB/Owings") (sold June 30, 1993); JMB/NewPark Associates,
("JMB/NewPark"); Carlyle-XV Associates, L.P., which owns an interest in
JMB/125 Broad Building Associates, L.P. ("JMB/125").  In November 1994, the
Partnership through its indirect ownership of JMB/125 assigned its interest
in the 125 Broad Street Building.

     Due to the restructuring of the Partnership's interest in Maguire
Thomas Partners - South Tower, LLC, as discussed below the Partnership, has
suspended loss recognition relative to its respective real estate
investment and has reversed those previously recognized losses that the
Partnership is no longer obligated to fund, which is reflected as income
from restructuring.

     The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of certain ventures as described
above.  Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership.  The net effect of these items is summarized as
follows for the years ended December 31, 1996 and 1995:






<TABLE>
<CAPTION>

                                                    1996                             1995
                                       ----------------------------    ------------------------------
                                                          TAX BASIS                        TAX BASIS
                                       GAAP BASIS        (UNAUDITED)      GAAP BASIS      (UNAUDITED)
                                      ------------      -----------      ------------     ----------
<S>                                  <C>               <C>              <C>              <C>
Total assets. . . . . . . . . . . .   $174,989,293      114,575,206      301,007,974     140,521,835

Partners' capital accounts
  (deficit):
    General partners. . . . . . . .    (21,029,394)     (17,916,234)     (18,224,556)    (19,752,047)
    Limited partners. . . . . . . .    (59,545,944)      23,388,007      (19,136,591)     14,370,390

Net earnings (loss):
    General partners. . . . . . . .     (2,692,791)       1,947,860         (720,810)        431,034
    Limited partners. . . . . . . .    (28,710,957)      20,716,015      (11,568,129)     (3,026,118)

Net earnings (loss) per
  limited partnership
  interest. . . . . . . . . . . . .         (64.72)           46.70           (26.07)          (6.82)
                                      ============     ============      ===========     ===========
</TABLE>





     The net earnings (loss) per limited partnership interest ("Interest")
is based upon the limited partnership interests outstanding at the end of
each period.  Deficit capital accounts will result, through the duration of
the Partnership, in the recognition of net gain for financial reporting and
Federal income tax purposes.

     The preparation of financial statements in accordance with GAAP
requires the General Partners 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 these
estimates.

     Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings.  In addition, the Partnership records
amounts held in U.S. Government obligations and other securities at cost
which approximates market.  For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less (approximately $20,600,000 and
$13,000,000 at December 31, 1995 and 1996, respectively) as cash
equivalents, which includes investments in an institutional mutual fund
which holds U.S. Government obligations, with any remaining amounts
(generally with maturities of one year or less) reflected as short-term
investments being held to maturity.

     Escrow deposits and restricted securities primarily represent cash and
investments restricted as to their use by the Partnership.

     Deferred expenses are comprised principally of deferred financing fees
which are amortized over the related debt term and deferred leasing fees
which are amortized over the related lease term.

     Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrues
prorated rental income for the full period of occupancy on a straight-line
basis.

      Statement of Financial Accounting Standards No. 107, "Disclosures
about Fair Value of Financial Instruments" (as amended), requires certain
large reporting entities to disclose the SFAS 107 value of all financial
assets and liabilities for which it is practicable to estimate.  Value is
defined in the Statement as the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.  The Partnership believes the carrying amount
of its current assets and liabilities (excluding current portion of long-
term debt) approximates SFAS 107 value due to the relatively short maturity
of these instruments.  There is no quoted market value available for any of
the Partnership's other instruments.  As the debt secured by the RiverEdge
Place Building, 260 Franklin Street, and Springbrook shopping center
investment properties has been classified by the Partnership as a current
liability at December 31, 1996 as a result of defaults, and because the
resolution of such defaults is uncertain, the Partnership considers the
disclosure of the SFAS 107 value of such debt to be impracticable.  The
remaining debt has been calculated to have a SFAS 107 value approximating
the carrying value by discounting the scheduled loan payments to maturity.
Due to restrictions on transferability and prepayment, and the inability to
obtain comparable financing due to previously modified debt terms or other
property specific competitive conditions, the Partnership would be unable
to refinance these properties to obtain such calculated debt amounts
reported.  The Partnership has no other significant financial instruments.





     No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership.  However, in certain instances, the Partnership has been
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.

     The Partnership has acquired, either directly or through joint
ventures, interests in four apartment complexes, twelve office buildings,
four shopping centers and one parking facility.  The Partnership's
aggregate cash investment, excluding certain related acquisition costs, was
$299,637,926.  During 1989, the Partnership disposed of its interest in the
investment property owned by CBC Investment Company ("Boatmen's").  During
1991, the Partnership sold 62% of its interest in Harbor and in 1993 sold
its remaining 38% interest in Harbor.  In September 1992, the Partnership
sold the Erie-McClurg Parking Facility.  In June 1993, the Partnership sold
(through JMB/Owings) its interest in Owings Mills Shopping Center.  In
March 1994, the Partnership, through Villa Solana Associates, sold the
Villa Solana Apartments.  In May 1994, the lender realized upon its
security interest in the Park at Countryside Apartments.  In October 1994,
the Partnership sold the 9701 Wilshire Office Building.  In November 1994,
the Partnership assigned its interest in the JMB/125 venture to an
affiliate of its unaffiliated venture partner.  In June 1995, the
Partnership sold its interest in Eastridge Mall.  In January 1996, the
lender realized upon its security interest in the 160 Spear Street
Building.  In March 1996, the lender realized upon its security interest in
the 21900 Burbank Boulevard Building.  In May 1996, the Partnership sold
the Woodland Hills apartment complex.  Also, in May 1996, the Partnership,
through Villages Northeast and VNE Partners, Ltd., sold the Dunwoody
Crossing Phases I, II and III apartment complex.  All of the remaining
properties owned at December 31, 1996 were completed and operating, except
for the Springbrook Shopping Center which the lender took title in 1997.

    The cost of the investment properties represents the total cost to the
Partnership or its ventures plus miscellaneous acquisition costs reduced
for provisions for value impairment where applicable.  Depreciation on the
operating properties has been provided over the estimated useful lives of
5-30 years using the straight-line method.

     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" was issued in March 1995.  The Partnership
adopted SFAS 121 as required in the first quarter of 1996.  SFAS 121
requires that the Partnership record an impairment loss on its properties
to be held for investment whenever their carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale.  The amount of the impairment loss to be recognized
would be the difference between the property's carrying value and the
property's estimated fair value.  The Partnership's policy is to consider a
property to be held for sale or disposition when the Partnership has
committed to a plan to sell or dispose of such property and active
marketing activity has commenced or is expected to commence in the near
term or the Partnership has concluded that it may dispose of the property
by no longer funding operating deficits or debt service requirements of the
property thus allowing the lender to realize upon its security.   In
addition, the $30,000,000 impairment loss on the 21900 Burbank and 160
Spear Street investment properties, which were categorized as held for sale
or disposition at January 1, 1996 upon adoption of SFAS 121, has been
reflected in the accompanying consolidated financial statements as the
cumulative effect of an accounting change as provided by SFAS 121.  In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" are no longer depreciated.  Adjustments for impairment loss
for such properties (subsequent to the date of adoption of SFAS 121) are
made in each period as necessary to report these properties at the lower of
carrying value or estimated fair value less costs to sell.  In certain
situations, such estimated fair value could be less than the existing non-
recourse debt which is secured by the property.  There can be no assurance
that any estimated fair value of these properties would ultimately be
obtained by the Partnership in any future sale or disposition transaction.





     Under the prior accounting policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's carrying value.  The amount of any such impairment loss
recognized by the Partnership was limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness.  An impairment loss under SFAS 121 is determined
without regard to the nature or the balance of such non-recourse
indebtedness.  Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain for financial reporting purposes (comprised of gain on
extinguishment of debt and gain or loss on the sale or disposition of
property) for financial reporting purposes to the extent of any excess of
the then outstanding balance of the property's non-recourse indebtedness
over the then carrying value of the property, including the effect of any
reduction for impairment loss under SFAS 121.

     In addition, upon the disposition of any impaired property, the
Partnership will generally recognize more net gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's prior
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition.  Although
implementation of this accounting statement could significantly impact the
Partnership's reported earnings, there would be no impact on cash flows.
Further, any such impairment loss is not recognized for Federal income tax
purposes.

     The results of operations for consolidated properties classified as
held for sale or disposition as of December 31, 1996 or sold or disposed of
during the past three years were ($14,827,272), ($6,218,135) and
($7,564,270), respectively, for the years ended December 31, 1996, 1995 and
1994.  In addition, the accompanying consolidated financial statements
includes ($938,514), ($3,072,568) and ($11,264,668), respectively, of the
Partnership's share of property operations of ($959,426), ($6,489,816) and
($36,287,037) of unconsolidated properties held for sale or disposition as
of December 31, 1996, 1995 and 1994, or sold or disposed of in the past
three years.

     The borrowings of the Partnership and its ventures consist of separate
non-recourse mortgage loans secured by the investment properties and
individually are not obligations of the entire investment portfolio.
However, for any particular investment property that is incurring deficits
or for which the existing financing has matured, the Partnership or its
ventures may seek a modification or refinancing of existing indebtedness
and, in the absence of a satisfactory debt modification or refinancing, may
decide, in light of the then existing and expected future market conditions
for such investment property, not to commit additional funds to such
investment property.  This would likely result in the Partnership no longer
having an ownership interest in such property and would generally result in
net gain to the Partnership for financial reporting and Federal income tax
purposes with no corresponding distributable proceeds.

     Certain mortgage loans secured by the Partnership's investment
properties are the subject of discussions with lenders for debt
modifications or restructuring, including the mortgage loans related to 260
Franklin Street Building and RiverEdge Place.

     Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.






VENTURE AGREEMENTS - GENERAL

     The Partnership (or Carlyle-XV Associates, L.P., in which the
Partnership holds a limited partnership interest) had entered into eight
joint venture agreements (JMB/Piper, JMB/Piper II, JMB/900, JMB/Owings,
JMB/125, 260 Franklin, Villages Northeast and JMB/NewPark) with Carlyle
Real Estate Limited Partnership-XIV ("Carlyle-XIV") or Carlyle Real Estate
Limited Partnership-XVI (or Carlyle-XVI Associates, L.P., in which Carlyle
Real Estate Limited Partnership-XVI holds a limited partnership interest)
("Carlyle-XVI")), partnerships sponsored by the Corporate General Partner,
and eight joint venture agreements with unaffiliated venture partners.
Pursuant to such agreements, the Partnership made initial capital
contributions of approximately $247,300,000 (before legal and other
acquisition costs and its share of operating deficits as discussed below).
The terms of these affiliated partnerships provide, in general, that the
benefits of ownership, including tax effects, net cash receipts and sale
and refinancing proceeds, are allocated between or distributed to, as the
case may be, the Partnership and the affiliated partner in proportion to
their respective capital contributions to the affiliated venture.

     There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.  Under certain
circumstances, either pursuant to the venture agreements or due to the
Partnership's obligations as a general partner, the Partnership may be
required to contribute additional amounts to the venture.

     The terms of the 260 Franklin venture have been described, in general,
above.  The terms of the Eastridge, Park, 160 Spear, Villa Solana, Cal
Plaza and VNE Partners ventures can be described in general, as follows:

     In most instances, these properties were acquired (as completed) for a
fixed purchase price; however, certain properties were developed by the
ventures and in those instances, the contributions of the Partnership are
generally fixed.  The joint venture partner was required to contribute any
excess of cost over the aggregate amount available from Partnership
contributions and financing.  To the extent such funds exceed the aggregate
costs, the venture partner was entitled to retain such excesses.  The
venture properties have been financed under various long-term debt
arrangements as described in the Notes.

     The Partnership generally has a cumulative preferred interest in net
cash receipts (as defined) from the properties.  Such preferential interest
relates to a negotiated rate of return on contributions made by the
Partnership.  After the Partnership receives its preferential return, the
venture partner is generally entitled to a non-cumulative return on its
interest in the venture; additional net cash receipts are generally shared
in a ratio relating to the various ownership interests of the Partnership
and its venture partners.  During 1996, 1995 and 1994, one, two and five,
respectively, of the ventures' properties produced net cash receipts.  The
Partnership also has preferred positions (related to the Partnership's cash
investment in the ventures) with respect to distribution of net sale or
refinancing proceeds from the ventures.

     In general, operating profits and losses are shared in the same ratio
as net cash receipts; however, if there are no net cash receipts, sub-
stantially all profits or losses are allocated to the Partnership.  In
addition, generally amounts equal to certain expenses paid from capital
contributions by the Partnership or venture partners are allocated to the
contributing partner or partners.





INVESTMENT PROPERTIES

     RIVEREDGE PLACE BUILDING

     The RiverEdge Place Building (formerly the First American Bank
Building) was originally 100% leased to an affiliate of the major tenant,
First American Bank, under a long-term over-lease executed in connection
with the purchase of the property.  As the bank and its affiliate were
experiencing significant financial difficulties, on June 23, 1992, the
Partnership accepted $9,325,000 for the buy-out of the Bank's over-lease
obligations.  The Partnership took this course of action due to the First
American Bank's deteriorating financial condition and the Federal Deposit
Insurance Corporation's ability to assume control of the Bank and to
terminate the over-lease obligation.  The  $9,325,000 buy-out was
concurrently remitted to the lender to reduce the mortgage note secured by
the RiverEdge Place Building.  The Partnership is actively pursuing
replacement tenants for the building's vacant space.

     The Partnership ceased making monthly debt service payments effective
July 1, 1992 and continues to seek to restructure the mortgage note (with a
principal balance of $18,166,294 and accrued interest of approximately
$11,300,000 at December 31, 1996).  The property has generated
approximately $5,285,000 and $3,980,000 of cash flow as of December 31,
1996 and 1995, respectively, since the Partnership ceased making monthly
debt service payments.  Such cash flow will likely be remitted to the
lender and therefore these amounts are included in other restricted
securities in the consolidated financial statements.  If the Partnership's
attempt for the mortgage note restructuring is not successful, the
Partnership would likely decide, based upon current market conditions and
other considerations relating to the property and the Partnership's
portfolio, not to commit significant additional amounts to the property.
This would result in the Partnership no longer having an ownership interest
in the property and would result in the recognition of a net gain for
financial statement and Federal income tax purposes without any
corresponding distributable proceeds.  The mortgage note has been
classified as a current liability in the accompanying consolidated
financial statements at December 31, 1996 and 1995.  The RiverEdge Place
Building was approximately 96% occupied at the end of 1996.  Due to the
current status of the mortgage note negotiations, the property was
classified as held for sale or disposition as of December 31, 1996, and
therefore, will not be subject to continued depreciation.

     21900 BURBANK BOULEVARD BUILDING

     In March 1996, the lender realized upon its security and took title to
the property in full satisfaction of the loan secured by the property.

     The Partnership approached the lender during 1995 regarding a
modification of the loan (scheduled to mature December 1, 1996) due to the
anticipated repair and re-leasing costs expected to be incurred at the
property.  The lender was not willing to provide such a modification and
notified the Partnership of its default under certain provisions of the
loan agreement.  The Partnership decided not to commit additional amounts
to the property and ceased making debt service payments commencing with the
November 1995 payment.  As a result, the lender realized upon its security
interest in the property in 1996.  This resulted in the Partnership no
longer having an ownership interest in the property.

     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 for 1996 include
$4,000,000 as a cumulative effect of an accounting change to record value
impairment and $4,622,203 of extraordinary gain on extinguishment of debt
upon the lender taking title to the property in March 1996.  The
Partnership also had a gain for Federal income tax purposes of
approximately $1,324,000.  The Partnership's mortgage note had been
classified at December 31, 1995 as a current liability in the accompanying
consolidated financial statements.





     The 21900 Burbank Building sustained some damage as a result of the
earthquakes that occurred in Southern California on January 17, 1994.  On
February 22, 1995, the City Council of the City of Los Angeles passed an
ordinance relating to the repair of welded steel moment frame buildings in
an area of the city that includes the 21900 Burbank Building.   The
Partnership was unable to make a complete determination of the requirements
to comply with the ordinance at the time of the issuance of the
Partnership's 1994 consolidated financial statements.  It was estimated at
that time that the cost of compliance with the ordinance could be
approximately $1 million which was reflected as property operating expenses
in the 1994 consolidated financial statements.

     During April 1995, the Partnership received notice from the City which
required submission of a report indicating the number of welded connections
damaged and proposed repair procedures.  Based upon the findings and cost
estimates of independent structural engineers, it was estimated that the
cost of making the necessary repairs would be approximately $100,000.  No
amounts were paid prior to the lender taking title to the property.
Accordingly, property operating expenses recorded in 1994 of $1 million
have been reversed in the Partnership's 1995 consolidated financial
statements.

     SPRINGBROOK SHOPPING CENTER

     The Springbrook Shopping Center was approximately 53% occupied at the
end of 1996 and operated at a deficit for the year.  The Partnership
decided not to commit significant additional amounts to the property and
ceased making monthly debt service payments in June 1996.  Accordingly, the
mortgage loan with a scheduled maturity of April 1997 and a principal
balance of $10,932,588 has been classified as a current liability at
December 31, 1996 and the property was classified as held for sale or
disposition as of April 1, 1996.  The property will no longer be subject to
continued depreciation.  Also, commencing in June 1996, all net cash flow
from the property was being escrowed with the lender.  Principal and
interest payments in arrears as of December 31, 1996 were approximately
$323,000.  As a result of the non-payment of debt service, the lender
realized upon its security and took title in January 1997, to the property
in full satisfaction of the loan secured by the property.  The Partnership
expects to recognize a gain for financial reporting purposes and a loss for
Federal income tax purposes in 1997.

     The Partnership finalized in November 1995 the sale of an outparcel to
a major bank which resulted in sales proceeds of approximately $924,000 and
a net gain for financial reporting purposes of $509,777.

     WOODLAND HILLS APARTMENTS

     On May 22, 1996, the Partnership sold the Woodland Hills apartment
complex to an unaffiliated third party for $12,225,000 less selling costs
of approximately $282,000.  A portion of the sales proceeds was utilized to
retire the mortgage debt with an outstanding balance of approximately
$8,175,000.  As a result of the sale, the Partnership recognized a gain of
$1,749,814 for financial reporting purposes and recognized a gain of
approximately $7,300,000 for Federal income tax purposes in 1996.

     In February 1991, the Partnership had entered into an agreement with
the seller of Woodland Hills Apartments.  Under the terms of the agreement,
the seller canceled its wrap-around mortgage note receivable from the
Partnership and assumed management of the property.  The obligations to
make payments on the two underlying mortgage loans were assumed by the
Partnership.  The mortgage note receivable originally wrapped around and
was subordinate to a first and a second mortgage loan in the principal
amounts of $6,800,000 and $1,256,667, respectively.  The first mortgage
loan required monthly payments of interest only in arrears at the rate of
12.8% per annum through June 1, 1994.  The first and second mortgage loans
secured by the Woodland Hills Apartments matured November 1, 1994 and June
1, 1994, respectively.  On November 2, 1994, the Partnership refinanced the




first and second mortgage loans with the lender of the second mortgage
loan.  The new non-recourse first mortgage loan in the amount of $8,175,000
required monthly payments of interest only at a rate of 4% above the
lender's commercial paper rate (approximately 6.05% at December 31, 1995)
and had a scheduled maturity of October 1, 1997.

     Effective February 1, 1991, the seller/manager agreed to guarantee a
level of cash flow from the property equal to the underlying debt service
in return for a subordinated level of cash flow (payable as an incentive
management fee) from operations and sale or refinancing of the property.

     As a result of the sale of the property in May 1996, the Partnership
is obligated to pay an incentive management fee of approximately
$1,730,000, of which approximately $365,000 is unpaid and is included in
accounts payable at December 31, 1996.  The Partnership has reduced its
recognized gain by the incentive fee.

     As the Partnership had committed to a plan to sell the property, the
property was classified as held for sale or disposition as of January 1,
1996, and therefore, was not subject to continued depreciation.

     BOATMEN'S

     During 1989 the joint venture defaulted on the mortgage loan secured
by the property, and the lender obtained title to the property.  As a
result, the Partnership has no further ownership interest in the property.

     During 1990, the Partnership accepted non-interest bearing promissory
notes totalling $2,325,000 as settlement for certain claims against the
joint venture partner.  As of December 31, 1996, the Partnership has
received cash payments totalling $1,910,937 and scheduled payments are
delinquent in the amount of $414,063.  To preserve its legal rights, the
Partnership issued notices of default in 1993 as no amounts have been
collected since such date.  The Partnership has recognized revenue on the
settlement to the extent of the cash collected.  There is no assurance that
the remaining delinquent amounts will be collected.

     PARK

     In November 1991, Park modified the mortgage note secured by Park at
Countryside Apartments effective January 1, 1990.  In October 1993, the
joint venture ceased making the required debt service payments, and after
discussions with the lender, the venture was unable to secure an additional
modification to the loan.  On May 5, 1994, the lender realized upon its
mortgage security and took title to the property.  The Partnership
recognized a gain on disposition in 1994 of $1,418,043 (net of the venture
partner's share of $729,820) for financial reporting purposes.  In
addition, the Partnership recognized a gain in 1994 of $801,665 (net of
venture partner's share of $54,737) for Federal income tax purposes, with
no corresponding distributable proceeds.

     CALIFORNIA PLAZA

     Effective March 1, 1993, the joint venture ceased making the scheduled
debt service payments on the mortgage loan secured by the property which
was scheduled to mature on January 1, 1997.  Subsequently, the Partnership
made partial debt service payments based on net cash flow of the property
through December 1993 when an agreement was reached with the lender to
modify the loan by reducing the pay rate.  The loan modification reduced
the monthly payments to $384,505, effective with the March 1, 1993 payment.

The maturity date was extended, as a result of this modification, to
January 1, 2000 when the unpaid balance of principal and interest is due
(including the difference between the accrual rate of 10.375% and pay rate
of 8% per annum).  Additionally, the joint venture entered into a cash
management agreement which requires monthly net cash flow to be escrowed
(as defined).  The excess (of approximately $7,207,000) of the monthly cash




flow paid from March 1993 to December 1996 above the 8% interest pay rate
has been put into escrow for the future payment of insurance premiums, real
estate taxes, and to fund a reserve account to be used to cover future
costs, including tenant improvements, lease commissions, and capital
improvements, approved by the lender.  A portion of such funds are reserved
for the payment of deferred interest and principal on the mortgage loan.
Payments are made from the reserve amounts (none paid at December 31, 1996)
if the reserve balance exceeds $2,120,000 at any time.  The joint venture
also was required to fund $500,000 into the reserve account in connection
with the loan modification.

     In June 1995, $3,740,000 was received from a tenant as a lease
termination fee.  The venture remitted $2,112,200 to the lender to reduce
the principal balance on the mortgage loan and an additional $628,700 was
placed into the reserve account.

     The property was classified as held for sale or disposition as of
December 31, 1996, and therefore, will not be subject to continued
depreciation.  The Partnership recorded a provision for value impairment of
$7,200,000 as of January 1, 1996 to reflect the then estimated fair value
of the property based upon an analysis of discounted cash flows of the
property over the expected holding period.

     In June 1995, the venture entered into a seven year direct lease with
Maxis Inc. for approximately 38,500 square feet of space on the sixth floor
of the building previously occupied by a major tenant (Liquid Air).  Liquid
Air paid the venture $3,740,000 (of which $2,745,058 relates to future lost
rents and of which the unamortized amount of $2,007,580 is included in
deferred income and other current liabilities in the accompanying
consolidated financial statements as of December 31, 1996) as a lease
amendment fee in June 1995 and guaranteed the obligations under the Maxis
lease up to $1,500,000 through its original expiration date of January
2001.  Liquid Air will remain obligated for lease payments on approximately
55,000 square feet on the third and seventh floors under its original lease
terms.  It is currently attempting to sub-lease a portion of this space.
The $3,740,000 amendment fee was applied as follows (i) $2,112,200 was
remitted to the lender to reduce the principal balance on the mortgage
loan, (ii) $999,100 was placed into escrow and was used to pay for leasing
costs associated with the Maxis lease, and (iii) $628,700 was placed into
the existing reserve account.

     In 1995, the venture received approximately $1,410,000 in full
settlement proceeds from a lawsuit filed against Dillingham, the general
contractor of the property, and several of the subcontractors ($150,000 was
received in 1994).  The funds will generally be used for necessary building
repairs.  As of December 31, 1996, approximately $800,000 of the proceeds
have been spent on necessary repairs with the remaining balance of
approximately $756,000 included in accounts payable at December 31, 1996.

     Pursuant to the terms of a tenant lease at Cal Plaza, promissory notes
(for certain sub-leasing costs) aggregating $707,009 were issued by the Cal
Plaza joint venture to a tenant of the investment property.  Commencing on
July 1, 1990 and on each July 1st thereafter until the notes are paid in
full, one tenth of the original principal balance together with 12% annual
interest on the outstanding balance of the notes shall be payable.  As the
result of a settlement agreement between the Partnership and its joint
venture partner, the joint venture partner is obligated to pay 40% of the
amounts owed under the promissory notes and the Partnership is obligated to
pay 60% of such amounts.  During July 1994, June 1995 and June 1996,
$70,701 of principal was paid and $51,820, $43,336 and $34,948 of interest,
respectively, was paid to the tenant from cash flow generated from
operations of the property.  As of December 31, 1996, the outstanding
balance of the notes was $219,733.





     160 SPEAR STREET BUILDING

     Tenant leases comprising approximately 69% of the building expired in
1995.  Lease renewals and new leases were likely to be at rental rates less
than the rates on existing leases due to rental concessions and other
factors.  In addition, new leases were expected to require expenditures for
lease commissions and tenant improvements prior to occupancy.  As a result,
the Partnership decided not to commit any additional funds for anticipated
re-leasing costs since the recovery of such amounts would be remote.

     During 1992, the venture reached an agreement with the mortgage lender
to modify and extend the mortgage notes secured by the 160 Spear Street
investment property, which was scheduled to mature on December 10, 1992.
The maturity of the notes were extended to February 10, 1999.
Additionally, the venture was required to escrow net cash flow (as defined)
thirty days following each quarter end which could have been withdrawn for
expenditures approved by the lender, by the lender upon default of the
notes or by the venture on February 10, 1997 when the escrow agreement was
scheduled to terminate.  At December 31, 1995, $210,136 had been placed in
the escrow account, and $170,985 had been withdrawn for expenditures
approved by the lender.

     The venture approached the lender for an additional loan modification
due to anticipated re-leasing costs which were expected to be incurred at
the property.  However, the lender indicated that it was not willing to
provide an additional modification.  The venture ceased making its monthly
debt service payments effective June 1, 1995 and in July 1995, reached an
agreement whereby all cash flow from the property was deposited in a
lockbox controlled by the lender until title was transferred.  On January
25, 1996, the lender concluded proceedings to realize upon its security and
took title to the property.

     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 $26,000,000 as
the cumulative effect of an accounting change to record value impairment as
the carrying value of the property was reduced to its estimated fair value
based upon the application of an appropriate capitalization rate to the net
operating income of the property.  In addition, the Partnership recognized
$31,158,453 of extraordinary gain on extinguishment of debt for financial
reporting and a gain of approximately $9,450,000 for Federal income tax
purposes with no corresponding distributable proceeds in 1996.  The
mortgage notes with a balance totaling $39,184,844 have been classified at
December 31, 1995 as a current liability in the accompanying consolidated
financial statements.

     PIPER JAFFRAY TOWER

     In 1984, the Partnership acquired, through JMB/Piper, with Carlyle-
XIV, an interest in a 42-story office building known as the Piper Jaffray
Tower in Minneapolis, Minnesota with the developer and certain limited
partners.  In April 1986, JMB/Piper II, a joint venture partnership between
the Partnership and Carlyle-XIV, acquired the developer's interest in the
OB Joint Venture.  JMB/Piper holds its interest in the property through
three existing joint ventures (OB Joint Venture, OB Joint Venture II and
222 South Ninth Street Limited Partnership, together "Piper").  The terms
of the JMB/Piper and JMB/Piper II venture agreements generally provide that
JMB/Piper's and JMB Piper II's respective shares of Piper's annual cash
flow, sale or refinancing proceeds and profits and losses will be
distributed or allocated to the Partnership in proportion to its 50% share
of capital contributions.

     JMB/Piper invested approximately $19,915,000 for its 71% interest in
Piper.  JMB/Piper is obligated to loan amounts to Piper to fund operating
deficits (as defined).  The loans bear interest at a rate of not more than
14.36% per annum, provide for payments of interest only from net cash flow,
if any, and are repayable from net sale or refinancing proceeds.  Such
loans and accrued interest were approximately $95,764,000 and $84,489,000
at December 31, 1996 and 1995, respectively.




     The property is subject to a mortgage loan in the principal amount of
$100,000,000 of which approximately $96,868,300 is outstanding as of
December 31, 1996.  Under the terms of a modification agreement with the
lender, 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
1994, 1995 or 1996.  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 1994 and 1995 totalled $353,251 and $464,178,
respectively.  During 1996, excess cash flow generated under this agreement
was $741,627 which is expected to be remitted to the lender during the
second quarter of 1997.  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.  The escrow balance as of December
31, 1996 is approximately $3,993,000.  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 December 31, 1996, the manager has deferred approximately $3,216,000
($1,839,000 of which represents deferred fees due to affiliates through
November 1994) of management fees.  If upon sale or refinancing as
discussed below, there are funds remaining in this escrow after payment of
amounts owed to the lender, such funds will be paid to the manager to the
extent of its deferred and unpaid management fees.  Any remaining unpaid
management fees would be payable out of the venture's share of sale or
refinancing proceeds.  Additionally, pursuant to the terms of the loan
modification, effective January 1992, OB Joint Venture, as majority owner
of the underlying land, began deferring receipt of its share of land rent.
These deferrals will be payable from net sale or refinancing proceeds, if
any.

     Furthermore, repayment of the loan is subject to a prepayment fee
ranging from 6% to 1% through the maturity date as well as an amount that
will provide the lender with an internal rate of return from 12.75% to
13.59% out of proceeds from the sale or refinancing of the property.  After
the prepayment fees, the lender participates in any remaining sale or
refinancing proceeds.  For financial reporting purposes, through December
31, 1995, additional interest expense had been accrued at a rate of 13.59%
per annum.  Under the current terms of the modified debt, there must be a
significant improvement in the current market and property operating
conditions resulting in a significant increase in the value of the property
in order for JMB/Piper to share in any future net sale or refinancing
proceeds.  Therefore, during 1996, interest expense of $10,250,000 was
recognized at the loans stated payment rate.  Total indebtedness including
interest under the mortgage loan is approximately $119,111,070 and
$120,429,415 at December 31, 1996 and 1995, respectively.  JMB/Piper
anticipates exploring refinancing alternatives during 1997.  Such
refinancing would only be possible if the underlying lender would accept a
discount and would also likely require additional capital contributions
from JMB/Piper.  There are no assurances that a refinancing can be
achieved.  The Partnership will not commit additional capital to this
property unless, among other things, it believes that upon sale of the
property, the Partnership will receive a return of such funds and a
reasonable rate of return thereon.

     The Piper venture agreements provide that any net cash flow, as
defined, will be used to pay principal and interest on the operating
deficit loans (as described above) with any excess generally distributable
71% to JMB/Piper and 29% to the venture partners, subject to certain
adjustments (as defined).  In general, operating profits or losses are
allocated in relation to the economic interests of the joint venture
partners.  Accordingly, operating profits (excluding depreciation and
amortization) were allocated 71% to the JMB/Piper and 29% to the venture
partners during 1996, 1995 and 1994.




     The Piper venture agreements further provide that, in general, upon
any sale or refinancing of the property, the principal and any accrued
interest outstanding on any operating deficit loans will be repaid.  Any
remaining proceeds will be distributable 71% to JMB/Piper and 29% to the
joint venture partners, subject to certain adjustments, as defined.

     During the fourth quarter 1991, Larkin, Hoffman, Daly & Lindgren, Ltd.
(23,344 square feet) approached the joint venture indicating it was
experiencing financial difficulties and desired to give back a portion or
all of its leased space.  Larkin's lease was scheduled to expire in January
2005 and provided for annual rental payments which were significantly
higher than current market rental rates.  Larkin was also a limited partner
with partial interests in the building and the land under the building.  On
January 15, 1992, the joint venture agreed to terminate Larkin's lease in
return for its partial interest in the land under the building and a
$1,011,798 note receivable.  The note receivable provides for monthly
payments of principal and interest at 8% per annum with full repayment over
ten years.  Larkin may prepay all or a portion of the note at any time.  As
of the date of this report, all amounts due under the note have been
received.  The balance of the note receivable as of December 31, 1996 is
$621,744.

     JMB/900

     In 1984, the Partnership acquired, through JMB/900 with C-XIV, an
interest in an existing joint venture ("Progress Partners") which owns a
36-story office building known as the 900 Third Avenue Building in New
York, New York.  The partners of Progress Partners were the developer of
the property ("PPI") and an original affiliate of PPI ("JRA") and JMB/900.
In 1986, PPI transferred a portion of its interest to another partnership
("PC-900") in which it and a major tenant of the building (Central National
Bank) were partners.  In 1987, the bank failed and the Federal Deposit
Insurance Corporation ("FDIC") assumed its position as a limited partner in
PC-900.  The current partners of Progress Partners are JMB/900 and PPI, JRA
and PC-900 (together "Venture Partners").

     The terms of the JMB/900 venture agreement generally provide that
JMB/900's share of Progress Partners' cash flow, sale or refinancing
proceeds and profits and losses will be distributed or allocated to the
Partnership in proportion to its 66-2/3% share of capital contributions.

     JMB/900 has made capital contributions to Progress Partners and
certain payments to an affiliate of the developer, in the aggregate amount
of $18,270,000, subject to the obligation to make additional capital
contributions as described below.

     JMB/900 has also made a loan to PPI in the amount of $20,000,000 which
is secured by the Venture Partners' interest in Progress Partners.  The
loan bears interest at the rate of 16.4% per annum and is payable in
monthly installments of interest only until maturity on the earlier of the
sale or refinancing of the property or August 2004.  For financial
reporting purposes, the loan is classified as an additional investment in
Progress Partners and any related interest received would be accounted for
as distributions (none in 1994, 1995 and 1996).  To the extent that JMB/900
has not received annual distributions equal to the interest payable on such
loan, the deficiency becomes a cumulative preferred return payable out of
future net cash flow or net sale or refinancing proceeds.

     The Progress Partners venture agreement provides that  the venture is
required to pay the Venture Partners a stated return of $3,285,000 per
annum payable quarterly.  Generally, JMB/900 is required to contribute
funds to the venture, to the extent net cash flow is not sufficient, to
enable the venture to make this payment.  As a result of the lawsuit
discussed below, such amounts have not been contributed by JMB/900 to pay
the Venture Partners, and consequently, interest has not been received by




JMB/900 on the $20,000,000 loan discussed above.  Under the terms of the
Progress Partners' venture agreement, the Venture Partners are generally
entitled to receive a non-cumulative preferred return of net cash flow (net
after the $3,285,000 per annum stated return payable to the Venture
Partners discussed above) of approximately $3,414,000 per annum, with any
remaining net cash flow distributable 49% to JMB/900 and 51% to the venture
partners.

     The Progress Partners venture agreement further provides that net sale
or refinancing proceeds are distributable to JMB/900 and the Venture
Partners, on a pro rata basis, in an amount equal to the sum of any
deficiencies in the receipt of their respective cumulative preferred
returns of net cash flow plus certain contributions to the venture made by
JMB/900 to pay for the Venture Partner stated return.  Next, proceeds will
be distributable to the Venture Partners in an amount equal to $20,000,000.

JMB/900 is entitled to receive the next $21,000,000 and the Venture
Partners will receive the next $42,700,000.  Any remaining net proceeds are
to be distributed 49% to JMB/900 and 51% to the Venture Partners.  As
discussed above, the $20,000,000 loan to the Venture Partners matures upon
sale or refinancing (under certain conditions) of the property.
Consequently, the $20,000,000 distribution level to the Venture Partners
would be used to pay off the $20,000,000 loan from JMB/900.  Furthermore,
to the extent that JMB/900 has not received annual distributions equal to
the interest payable on the $20,000,000 loan discussed above, JMB/900's
preferred return deficiency is increased by the amounts not received.

     Operating profits, in general, are allocated 49% to JMB/900 and 51% to
the venture partners.  Operating losses, in general, are allocated 90% to
JMB/900 and 10% to the Venture Partners.

     As a result of certain defaults by PPI, an affiliate of the General
Partners assumed management responsibility for the 900 Third Avenue
Building as of August 1987 for a fee computed as a percentage of certain
revenues.  In December 1994, the affiliated property manager entered into a
sub-management contract with an unaffiliated third party.  Pursuant to the
sub-management agreement, the unaffiliated property manager is managing the
property.

     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 property 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 the Venture Partners to recover the amounts
contributed and to recover for certain other joint venture obligations on
which the Venture Partners had defaulted.  This lawsuit was dismissed on
jurisdictional grounds.  Subsequently, however, the FDIC filed a complaint,
since amended, in a lawsuit against PPI, JRA, JMB/900, and other
unaffiliated defendants, which has enabled JMB/900 to refile its previously
asserted claims against the Venture Partners 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.

    During the fourth quarter of 1996, The State of Maryland Deposit
Insurance Fund Corporation (the "MDIFC") commenced an action against PPI
and JRA to collect on a certain note receivable by foreclosing its security
interest in PPI and JRA's interest in Progress Partners.  The trial court
in that action has entered summary judgment in favor of MDIFC for in excess
of $6 million.  The MDIFC has made known its intent to schedule an
immediate sale of PPI and JRA's interest at which the MDIFC expects to be
the successful purchaser.  In anticipation of succeeding PPI and JRA, the
MDIFC has been discussing with JMB/900 a purchase by JMB/900




of all of the interests that would be acquired by MDIFC if it were the
successful purchaser.  There are no assurances that a purchase agreement
with the MDIFC will be reached or that the MDIFC will be the successful
purchaser at the sale.

     Concurrent with the lawsuit filed by the MDIFC, the FDIC has filed two
additional lawsuits against JMB/900, PPI, JRA, and other non-affiliated
defendants, in an attempt, among other things, to obtain a legal resolution
of competing claims made as to the interests in PC-900 and to challenge the
consent given by JMB/900 in 1990 to allow the MDIFC, in the event it
acquired PPI and JRA's interest through foreclosure, to become a partner of
Progress Partners.  JMB/900 has been discussing a settlement with the FDIC
in which JMB/900 would purchase the interest of the FDIC and/or PC-900 in
Progress Partners.  If a settlement is not achieved and the FDIC pursues
these actions, JMB/900 intends to vigorously defend itself.

     The Partnership will not commit additional capital to this property
unless, among other things, it believes that upon sale of the property, the
Partnership will receive a return of such funds and a reasonable rate of
return thereon.

     In 1994, JMB/900, on behalf of Progress Partners, successfully
completed an extension to December 1, 2001 of its mortgage loan, which
matured on December 1, 1994.  Pursuant to the loan extension, 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 July 1996,
all amounts advanced by JMB/900 have been repaid to it (of which the
Partnership's share is approximately $2,000,000).  The escrow balance at
December 31, 1996 is approximately $193,000.

     SOUTH TOWER

     In June 1985, the Partnership acquired an interest in a joint venture
partnership ("South Tower") which owns a 44-story office building in Los
Angeles, California.  The joint venture partners of the Partnership
included Carlyle Real Estate Limited Partnership-XIV ("Affiliated
Partner"), one of the sellers of the interests in South Tower, and another
unaffiliated venture partner.

     The Partnership and the Affiliated Partner purchased their interests
for $61,592,000.  In addition, the Partnership and the Affiliated Partner
made capital contributions to South Tower totaling $48,400,000 for general
working capital requirements and certain other obligations of South Tower.
The Partnership's share of the purchase price, capital contributions (net
of additional financing) and interest thereon totaled $53,179,000.

     The terms of the original South Tower agreement generally provided
that the Partnership and Affiliated Partner's aggregate share of the South
Tower's annual cash flow, net sale or refinancing proceeds, and profits and
losses be distributed or allocated to the Partnership and the Affiliated
Partner in proportion to their aggregate capital contributions.

     Annual cash flow was to be distributed 80% to the Partnership and
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner have received, in the aggregate, a cumulative preferred
return of $8,050,000 per annum.  The remaining cash flow was to be
distributable 49.99% to the Partnership and the Affiliated Partner, and the
balance to the other joint venture partners.  Additional contributions to
South Tower were contributed 49.99% by the Partnership and the Affiliated
Partner until all partners had contributed $10,000,000 in aggregate.





     Operating profits and losses, in general, were to be allocated 49.99%
to the Partnership and the Affiliated Partner and the balance to the other
joint venture partners.  Substantially all depreciation and certain
expenses paid from the Partnership's and Affiliated Partner's capital
contributions were to be allocated to the Partnership and Affiliated
Partner.  In addition, operating profits, up to the amount of any annual
cash flow distribution, were allocated to all partners in proportion to
such distributions of annual cash flow.

     In general, upon sale or refinancing of the property, net sale or
refinancing proceeds would be distributed 80% to the Partnership and the
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner have received the amount of any deficiency in their
preferred return described above plus an amount equal to their "Disposition
Preference" (which, in general, begins at $120,000,000 and increases
annually by $8,000,000 to a maximum of $200,000,000).  Any remaining net
sale or refinancing proceeds would be distributed 49.99% to the Partnership
and the Affiliated Partner and the remainder to the other partners.

     The office building is being managed by an affiliate of one of the
venture partners under a long-term agreement pursuant to which the
affiliate is entitled to receive a monthly management fee of 2-1/2% of
gross project income, a tenant improvement fee of 10% of the cost of tenant
improvements, and commissions on new leases.

     The mortgage note secured by the property (with a balance of
approximately $187,483,000 and accrued interest of approximately $1,562,000
as of December 31, 1996), matured December 1, 1994.  The Partnership and
the joint venture had been in discussions with the lender regarding an
extension of the mortgage 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 the fourth quarter of
1996 the joint venture and the lender reached an agreement to modify the
mortgage note.  The agreement provides that the mortgage note secured by
the property 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 (as defined) of any excess proceeds.  The mortgage
lender received a $2,000,000 extension fee paid by the venture partners in
their ownership percentages (of which the Partnership's share was
$650,000).

     The promissory note secured by the Partnership's interest in the joint
venture matured December 1, 1994.  The Partnership had been in discussion
with the lender regarding an extension of the promissory note.  The
Partnership had ceased making debt service payments on the promissory note,
and therefore, the promissory note had been classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995.  In the fourth quarter of 1996, the Partnership reached an
agreement with the lender to modify the promissory note (with a principal
balance of $22,750,000 and accrued interest of approximately $5,800,000
prior to modification).  The Partnership's amended and restated promissory
note has an adjusted balance of approximately $40,830,000 consisting of the
original principal loan balance, unpaid accrued interest, the Partnership's
share of the extension fee and a restructuring fee of approximately
$11,600,000.  The promissory note is due September 2003 and 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.  The conversion of the
Partnership's interest to a member's interest in a limited liability
company eliminates any potential additional obligation of the Partnership
in the future to provide additional funds under the previous joint venture
agreement.  As a result, previously recognized losses of $10,620,944 have
been reversed.

     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 Federal income tax purposes with
no corresponding distributable proceeds.  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.

     JMB/125

     In December 1985, the Partnership, through the JMB/125 joint venture
partnership, acquired an interest in an existing joint venture partnership
("125 Broad") which owned a 40-story office building, together with a
leasehold interest in the underlying land, located at 125 Broad Street in
New York, New York.  In addition to JMB/125, the other partners (the "O&Y
partners") of 125 Broad include O&Y 25 Realty Company L.P., Olympia & York
Broad Street Holding Company L.P. (USA) and certain other affiliates of
Olympia & York Development, Ltd. ("O&Y").

     In November 1994, the Partnership through its indirect ownership of
JMB/125 assigned its interest in the 125 Broad Street Building to the
venture partners as described below.

     JMB/125 was a joint venture between Carlyle-XV Associates, L.P. (in
which the Partnership holds a 99% limited partnership interest), Carlyle-
XVI Associates, L.P. and Carlyle Advisors, Inc.  The Partnership held
indirectly through Carlyle-XV Associates, L.P., an approximate 60% limited
partnership interest in JMB/125.  The general partner in each of JMB/125
and Carlyle-XV Associates, L.P. is an affiliate of the Partnership.  For
financial reporting purposes, profits and losses of JMB/125 are generally
allocated 60% to the Partnership.  The terms of the JMB/125 venture
agreement generally provide that JMB/125's share of 125 Broad's annual cash
flow and sale or refinancing proceeds would be distributed or allocated to
the Partnership in proportion to its indirect approximate 60% share of
capital contributions to JMB/125.

     JMB/125 acquired an approximately 48.25% interest in 125 Broad for a
purchase price of $16,000,000, subject to a first mortgage loan.  The first
mortgage loan (in the principal amount of $277,410,516) bore interest at a
rate of 10-1/8% per annum payable in semi-annual interest only payments and
was to mature on December 27, 1995.  JMB/125 also contributed $14,055,500
to 125 Broad to be used for working capital purposes and to pay an
affiliate of O&Y for its assumption of JMB/125's share of the obligations
incurred by 125 Broad under the "takeover space" agreement described below.

In addition, JMB/125 contributed $24,222,042, plus interest thereon of
approximately $1,089,992 on June 30, 1986 for working capital purposes.
Thus, JMB/125's original cash investment (exclusive of acquisition costs)
was $55,367,534, of which the Partnership's share was approximately
$33,220,000.  The land underlying the office building is subject to a
ground lease which had a term through June 2067 and provides for annual
rental payments of $1,075,000.





     The partnership agreement of 125 Broad, as amended, provided that the
O&Y partners were obligated to make advances to pay operating deficits
incurred by 125 Broad from the earlier of 1991 or the achievement of a 95%
occupancy rate of the office building through 1995.  In addition, from
closing through 1995, the O&Y partners were required to make capital
contributions to 125 Broad for the cost of tenant improvements and leasing
expenses up to certain specified amounts and to make advances to 125 Broad
to the extent such costs exceeded such specified amounts and such costs are
not paid for by the working capital provided by JMB/125 or the cash flow of
125 Broad.  The amount of all costs for such tenant improvements and
leasing expenses over the specified amounts and the advances for operating
deficits from the earlier of the achievement of a 95% occupancy rate of the
office building or 1991 were treated by 125 Broad as non-recourse loans
bearing interest, payable monthly, at the floating prime rate of an
institutional lender.  Due to a major tenant vacating in 1991 and the O&Y
affiliates' default under the "takeover space" agreement, the property
operated at a deficit in 1994 and was expected to operate at a deficit for
the next several years.  Such deficits were required to be funded by
additional loans from the O&Y partners, although as discussed below the O&Y
partners were in default of such funding obligation since June 1992.  The
outstanding principal balance and any accrued and unpaid interest of such
loans were to be payable from 125 Broad's annual cash flow or net sale or
refinancing proceeds, as described below.  Any unpaid principal of such
loans and any accrued and unpaid interest thereon were to be due and
payable on December 31, 2000.  JMB/125 and the O&Y partners were obligated
to make capital contributions, in proportion to their respective interests
in 125 Broad, in amounts sufficient to enable 125 Broad to pay any excess
expenditures not covered by the capital contributions or advances of the
O&Y partners described above.

     Due to the O&Y partners' previous failure to advance necessary funds
to 125 Broad as required under the joint venture agreement, 125 Broad in
June 1992 defaulted on its mortgage loan by failing to pay approximately
$4,722,000 of the semi-annual interest payment due on the loan.  As a
result of this default, the loan agreement provided for a default interest
rate of 13-1/8% per annum on the unpaid principal amount.  In addition,
during 1992 affiliates of O&Y defaulted on a "takeover space" agreement
with Johnson & Higgins, Inc. ("J&H"), one of the major tenants at the 125
Broad Street Building, whereby such affiliates of O&Y agreed to assume
certain lease obligations of J&H at another office building in
consideration of J&H's leasing space in the 125 Broad Street Building.  As
a result of this default, J&H offset rent payable to 125 Broad for its
lease at the 125 Broad Street Building in the amount of approximately
$43,500,000 through the date of JMB/125's assignment of its interest in 125
Broad, and it was expected that J&H would continue to offset amounts due
under its lease corresponding to amounts by which the affiliates of O&Y
were in default under the "takeover space" agreement.  As a result of the
O&Y affiliates' default under the "takeover space" agreement and the
continuing defaults of the O&Y partners to advance funds to cover operating
deficits, as of the date of assignment,  the arrearage under the mortgage
loan had increased to approximately $69,447,000.  Approximately $26,700,000
was remitted to the lender in October 1993 in connection with the early
termination of the Salomon Brothers lease, and was applied towards mortgage
principal for financial reporting purposes.  Due to their obligations
relating to the "takeover space" agreement, the affiliates of O&Y were
obligated for the payment of the rent receivable associated with the J&H
lease at the 125 Broad Street Building.  Based on the continuing defaults
of the O&Y partners, 125 Broad provided loss reserves for the entire rent
offset by J&H, $14,900,000, $19,300,000 and $9,300,000 in 1994, 1993 and
1992, respectively, and also reserved approximately $32,600,000 in 1992 of
accrued rents receivable relating to such J&H lease, since the ultimate
collectability of such amounts depended upon the O&Y partners' and the O&Y
affiliates' performance of their obligations.  The Partnership's share of
such losses was approximately $4,300,000, $5,587,000 and $12,159,000 for
the years ended December 31, 1994, 1993 and 1992, respectively, and was
included in the Partnership's share of loss from operations of
unconsolidated venture.





     On November 15, 1994, effective as of October 31, 1994, JMB/125 and
certain affiliates of O&Y reached an agreement to settle their disputes
regarding 125 Broad and its property.  Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released the O&Y partners from any claims related to 125 Broad.  In return,
JMB/125 received an unsecured promissory note in the principal amount of $5
million bearing simple interest at 4.5% per annum with all principal and
accrued interest due at maturity in October 1999, subject to mandatory
prepayments of principal and interest or acceleration of the maturity date
under certain circumstances.  As of December 31, 1994, the note has been
fully reserved for by JMB/125.  In addition, JMB/125 received a release
from any claims of certain O&Y affiliates and will generally be indemnified
against any liability as a general partner of 125 Broad.  JMB/125 was also
relieved of any obligation to contribute cash to 125 Broad in the amount of
its deficit capital account balance.  Affiliates of O&Y subsequently filed
a prearranged bankruptcy plan for reorganization of 125 Broad under Chapter
11 of the Bankruptcy Code in order to facilitate 125 Broad's transfer of
the office building to the mortgage lender in satisfaction of the mortgage
debt and other claims.  In January 1995, the plan for reorganization was
approved by the bankruptcy court, was consummated, and the bankruptcy case
was concluded.  As a result of the assignment of its interest, JMB/125 no
longer has an ownership interest in the office building and recognized in
1994 gains of $53,412,105 and $49,616,240 for financial reporting and
Federal income tax purposes, respectively.  The Partnership's share of such
gains was $31,743,006 and $26,678,693 for financial reporting and Federal
income tax purposes, respectively.  In October 1995, the makers of the $5
million promissory note payable to JMB/125 filed for protection from
creditors under Chapter 11 of the Bankruptcy Code.  Pursuant to the
bankruptcy reorganization of the makers of the note, JMB/125, as an
unsecured creditor, received limited partnership interests and a
convertible note interest in a reorganized entity that has majority or
controlling interests in six office buildings in New York, New York and
Boston, Massachusetts.  The assigned value, as of the bankruptcy
confirmation date, of the interests and note received by JMB/125 was
approximately $400,000.  The convertible note was fully reserved due to the
uncertainty of the realizable value of the note.

     JMB/NEWPARK

     In December 1986, the Partnership, through the JMB/NewPark joint
venture partnership, acquired an interest in an existing joint venture
partnership ("NewPark Associates") with the developer which owns an
interest in an existing enclosed regional shopping center in Newark,
California known as NewPark Mall.  JMB/NewPark invested $32,500,000 for its
50% interest in NewPark Associates.  In December 1995, the developer
transferred its interest in NewPark Associates to a new venturer which is
affiliated with the developer.

     The NewPark Mall secures a mortgage note payable in the principal
amount of $50,620,219 that was originally due on November 1, 1995.  Monthly
payments of interest only of $369,106 were due through November 30, 1993.
Commencing on December 1, 1993 through October 30, 1995, principal and
interest were due in monthly payments of $416,351 with a final balloon
payment due November 1, 1995.  In October 1995, JMB/NewPark was granted a
loan extension until December 15, 1995.  Interest on the note payable
accrued at 8.75% per annum.  On December 21, 1995, NewPark Associates
obtained a new mortgage loan with an institutional lender.  The new
mortgage loan in the principal amount of $60,000,000 is due on December 31,
2000.  The loan provides for monthly interest-only payments of $357,500.
Interest on the non-recourse loan accrues at 7.15% per annum.

     A portion of the proceeds from the note payable was used to pay the
outstanding balance, including accrued interest, under the previous
mortgage note payable.  The Partnership's share of net refinancing proceeds
(after payment of the previous mortgage note payable and costs and fees
relating to the refinancing) was $4,815,000.





     The NewPark Associates partnership agreement provides that JMB/NewPark
and the joint venture partner are each entitled to receive 50% of profits
and losses, net cash flow and net sale or refinancing proceeds of NewPark
Associates and are each obligated to advance 50% of any additional funds
required under the terms of the NewPark Associates partnership agreement.
In December 1995, the joint venture partner sold and assigned its interest
in NewPark Associates to a third party, who was admitted as the new venture
partner.

     As a result of the acquisition by Federated Department Stores
("Federated") of the company which owns the Emporium Capwell store at
NewPark Mall, Federated, which also owns the Macy's store at NewPark Mall
has approached the NewPark joint venture regarding a sale of the Emporium
Capwell building.  Simultaneously with its negotiations to acquire the
Emporium Capwell building, the NewPark joint venture is negotiating to sell
the building to a national retail store owner.  The NewPark joint venture
expects to receive net proceeds from the transactions if they are closed as
currently contemplated.  However, there is no assurance that the
transactions will be closed or, if so, will be on the terms currently
contemplated.

     In response to uncertainty concerning the NewPark joint venture's
ability to recover the net carrying value of the NewPark Mall investment
property through future operations or sale and since the NewPark joint
venture has shortened its intended holding period for this investment to
not later than 1999, the NewPark joint venture, in accordance with SFAS
121, recorded a provision for value impairment at June 30, 1996 in the
amount of $8,600,000 of which the Partnership's share is $3,780,000.  Such
provision was recorded to reduce the venture's carrying value of the
investment property to the then estimated fair market value of the property
based upon an analysis of discounted estimated future cash flows over the
projected holding period.

     The portion of the shopping center owned by NewPark Associates was
managed by the former joint venture partner under a long-term agreement
pursuant to which it was obligated to manage the property and collect all
receipts from operations of the property.  In December 1995, the former
joint venture partner assigned its interest in the management agreement to
the new venture partner.  The manager is paid a management fee equal to 4%
of the fixed and percentage rent.  An amendment to the management agreement
provides that the new manager will pay to an affiliate of the General
Partner of the Partnership an annual consulting fee in the amount of
$100,000 in consideration for assisting NewPark Associates and the new
venture partner in the evaluation of property budgets, and leasing and
long-term strategies for NewPark Mall.  Such consulting fee is paid out of
the management fee noted above.

     260 FRANKLIN

     In May 1986, the Partnership, through the 260 Franklin joint venture
partnership, acquired an interest in an office building in Boston,
Massachusetts known as the 260 Franklin Street Building.

     The property is currently subject to a first mortgage loan in the
original principal amount of approximately $75,000,000.  260 Franklin's
original cash investment (exclusive of acquisition costs) was approximately
$35,000,000 of which the Partnership's share was approximately $24,500,000.

     An affiliate of the General Partner managed the property until
December 1994 for a fee computed at 3% of the property's gross receipts.
Beginning January 1, 1992, 260 Franklin Street is escrowing the payment of
property management fees and leasing commissions to the affiliate pursuant
to the terms of the debt modification described below.  In December 1994,
the affiliated property manager sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third




party.  The property is currently managed by the purchaser of the
affiliate's assets on the same terms provided in the property management
agreement, with the payment of the management fees guaranteed by JMB in
1995.  Beginning in January 1996, the unaffiliated property manager was
paid management fees by the property.  Reference is made to the Notes to
the Financial Statements of 260 Franklin Street Associates.

     The long-term mortgage loan in the original principal amount of
approximately $75,000,000 plus accrued and deferred interest matured
January 1, 1996.  260 Franklin, as of such date, began submitting the net
operating cash flow of the property to the lender while seeking an
extension or refinancing of the loan.  Concurrent with such lender
negotiations, 260 Franklin also began investigating market conditions to
determine whether conditions were favorable for selling the property.
However, it was determined that conditions were not favorable and the
property continues to be held as investment property.  The joint venture
reached an agreement with the lender for an extension of the mortgage loan
through January 1, 1997.  In addition to substantially the same terms as
were in effect prior to such extension, the agreement requires that the
property submit net operating cash flow of the property to the lender.  The
joint venture is currently seeking a further extension of the mortgage loan
through January 1, 1998.  However, there can be no assurance that the joint
venture will be able to obtain a further extension of the loan.  If 260
Franklin is unable to extend the mortgage loan to the property, the
Partnership may decide not to commit any significant additional funds.
This may result in 260 Franklin and the Partnership no longer having an
ownership interest in the property.  This would result in 260 Franklin and
the Partnership recognizing a gain for financial reporting and Federal
income tax purposes with no distributable proceeds.

     The office market in the Financial District of Boston remains
competitive due to the new office building developments and lay-offs,
cutbacks and consolidations by financial service companies.  The effective
rental rates achieved upon re-leasing have been substantially below the
rates which were received under the previous leases for the same space.
Therefore, the Partnership and 260 Franklin venture recorded a provision
for value impairment of $17,400,000 as of January 1, 1996 to reflect the
then estimated fair value of the property based upon the use of an
appropriate capitalization rate applied to the property's net operating
income.  As a result of the uncertainty of the Partnership recovering the
deficit capital account from further operation or sale, such provision has
all been allocated to the Partnership.  This has resulted in the
elimination of the venture partner's deficit balance.

     The long-term mortgage note secured by the 260 Franklin Street
Building, as modified in December 1991, provided for monthly payments of
interest only based upon the then outstanding balance at a rate of 8% per
annum.  Upon maturity, 260 Franklin was obligated to pay an amount
sufficient to provide the lender with an 11% per annum yield on the
mortgage note from January 1, 1991.  In addition, upon maturity, 260
Franklin was obligated to pay to the lender a residual interest amount
equal to 60% of the highest amount, if any, of (i) net sales proceeds, (ii)
net refinancing proceeds, or (iii) net appraisal value, as defined.  260
Franklin has been required to (i) escrow excess cash flow from operations
(computed without a deduction for property management fees and leasing
commissions), beginning in 1991, to cover future cash flow deficits, (ii)
make an initial contribution to the escrow account of $250,000, of which
the Partnership's share was $175,000, and (iii) make annual escrow
contributions, through January 1995, of $150,000, of which the
Partnership's share is $105,000.  The escrow account ($2,428,695 at
December 31, 1996 including accrued interest) was to be used to cover the
cost of capital and tenant improvements and lease inducements
(approximately $3,551,000 used as of December 31, 1996) as defined, with
the balance, if any, of such escrowed funds available at the scheduled or
accelerated maturity to be used for the payment of principal and interest
due to the lender as described above.





     VILLAGES NORTHEAST

     The first mortgage loan secured by the Dunwoody Crossing Phase I and
III Apartments was scheduled to mature in October 1994.  The joint venture
owning the property negotiated an extension of the mortgage loan until
November 15, 1997.  Based upon the pending maturity of the loan, the
Partnership began marketing the property for sale.  Accordingly, the
property was classified as held for sale or disposition as of January 1,
1996 and therefore had not been subject to continued depreciation.

     On May 7, 1996, the Partnership sold (through the Villages Northeast
venture) the Dunwoody apartment complex to the unaffiliated venture
partner, pursuant to such venture partner's right of first refusal,  for
$47,000,000 less brokerage commissions, transfer taxes and legal fees of
approximately $470,000.  Approximately $30,900,000 of the sales proceeds
was utilized to retire the mortgage debt including a prepayment penalty of
approximately $435,000 (of which the Partnership's share of approximately
$304,453 is reported as an extraordinary item in the 1996 Consolidated
Financial Statements).  Additionally, approximately $787,000 (of which the
Partnership's share was approximately $551,000) was paid to the State of
Georgia on behalf of the Holders of Interests for withholding tax related
to the sale.  As a result of the sale, the Partnership recognized a gain of
approximately $10,500,000 for financial reporting purposes for the year
ended December 31, 1996 and a gain of approximately $17,500,000 for Federal
income tax purposes in 1996.  The Partnership made a distribution of $25
per Interest from its share of the net sales proceeds of this sale in May
1996.

     EASTRIDGE MALL

     On June 30, 1995, the Partnership sold its 90% limited partnership
interest in Eastridge which owns the land, building and related
improvements of the Eastridge Mall located in Casper, Wyoming.  The
purchaser, Price Development Company, Limited Partnership, was the
Partnership's joint venture partner in Eastridge and is not affiliated with
the Partnership or its General Partners.

     The purchaser paid $24,075,000 (before prorations) at closing, of
which $23,403,992 was used to retire the mortgage note secured by the
property and accrued interest with the balance representing the deemed sale
price of the Partnership's interest in Eastridge.  The Partnership received
net proceeds (before prorations) of $671,006 on June 30, 1995.  As a result
of the sale, the Partnership recognized gains of $6,275,248 for financial
reporting purposes and $9,110,293 for Federal income tax purposes in 1995.

     OWINGS MILLS

     In December 1985, the Partnership, through the JMB/Owings joint
venture partnership, acquired an interest in an existing joint venture
partnership ("Owings Mills") which owns an interest in an enclosed regional
shopping center.  JMB/Owings's original cash investment was $7,000,000, of
which the Partnership's share was $3,500,000.  On June 30, 1993, JMB/Owings
sold its interest in Owings Mills Shopping Center as described below.

     JMB/Owings sold its partnership interest in Owings Mills to an
affiliate of the Partnership's unaffiliated joint venture partners.  The
sale price of the interest was $9,416,000, all of which was received in the
form of a promissory note.  In addition, the Partnership and Carlyle-XVI
were relieved of their allocated portion of the debt secured by the
property.  The promissory note (which is secured by a guaranty from an
affiliate of the purchaser and the unaffiliated joint venture partner)
bears interest at a rate of 7% per annum subject to increase to 8% per
annum for the remainder of the term of the note.  The promissory note
requires principal and interest payments of approximately $109,000 per
month with the remaining principal balance of approximately $5,500,000 due




and payable on June 30, 1998.  The monthly installment of principal and
interest would be adjusted for the increase in the interest rate if
applicable.  Early prepayment of the promissory note may be required under
certain circumstances, including the sale or further encumbrance of Owings
Mills Mall.

     The net cash proceeds and gain from sale of the interest was allocated
50% to the Partnership and 50% to Carlyle-XVI in accordance to the
JMB/Owings Mills Associates partnership agreement.  For financial reporting
purposes, JMB/Owings recognized, on the date of sale, gain of $5,254,855,
of which the Partnership's share is $2,627,427, attributable to JMB/Owings
being relieved of its obligations under the OMLP partnership agreement
pursuant to the terms of the sale agreement.  JMB/Owings adopted the cost
recovery method until such time as the purchaser's initial investment was
sufficient in order to recognize additional gain under Statement of
Financial Accounting Standards No. 66 ("SFAS #66").  At December 31, 1994,
the total deferred gain of JMB/Owings including principal and interest
payments of $1,858,572 received through December 31, 1994 was $10,305,310
of which the Partnership's share was $5,152,655.  As JMB/Owings collected a
sufficient amount of the purchaser's initial investment, at March 31, 1995,
the joint venture adopted the installment method for recognition of
deferred gain.  JMB/Owings recognized $870,121 and $1,713,499 of deferred
gain of which the Partnership's share is $435,060 and $856,750 in 1996 and
1995, respectively, and $527,237 and $1,501,936 of interest income in 1996
and 1995, of which the Partnership's share is $263,619 and $750,968,
respectively.

     VILLA SOLANA APARTMENTS

     On March 23, 1994 the Partnership, through Villa Solana Associates,
sold the Villa Solana Apartments located in Laguna Hills, California.  The
sale price was $16,600,000 (before selling costs and prorations).  The
venture received net sale proceeds after selling costs and the retirement
of the debt secured by the property, of $2,563,197, of which the
Partnership's share was $2,332,509.

     For financial reporting purposes, the venture recognized, on the date
of sale, gain of $750,349 of which the Partnership's share was $656,560.
The venture's gain for Federal income taxes was approximately $2,614,000,
of which the Partnership's share was approximately $2,575,000.

     9701 WILSHIRE BUILDING

     On October 6, 1994, the Partnership sold the 9701 Wilshire Building.
The sale price for the 9701 Wilshire Building was $17,950,000 (before
selling costs and prorations), all of which was received in cash at
closing.  The Partnership received net sale proceeds after selling costs
and the retirement of the debt secured by the property of $1,017,307.  As a
result of the sale, the Partnership recognized a gain in 1994 of $1,522,744
for financial reporting purposes and a loss of $3,180,699 for Federal
income tax purposes.


LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 1996 and
1995:

                                                1996            1995
                                            ------------    -----------
13.875% mortgage note; secured by the
 RiverEdge Place Building; monthly
 payments of $302,821 were due through
 December 1, 1995; the outstanding
 balance of principal and accrued
 interest was due January 1, 1996;
 in default since July 1992 . . . . . . .   $18,166,294      18,166,294





                                                1996            1995
                                            ------------    -----------
12.0% promissory note (in default);
 secured by the Partnership's interest
 in the Wells Fargo Center South
 Tower office building in Los Angeles,
 California; monthly interest only
 payments through November 30, 1994;
 principal balance of $22,750,000
 was due December 1, 1994, replaced
 in 1996 by the loan described
 immediately below. . . . . . . . . . . .         --         22,750,000

17.0% promissory note; secured by the
 Partnership's interest in the Wells
 Fargo Center South Tower office building
 in Los Angeles, California; principal
 and accrued interest due September 2003.     40,834,557         --

Variable rate mortgage note; secured
 by the Woodland Hills Apartments;
 payable in monthly installments of
 interest only of varying amounts
 related to a market index until
 October 1, 1997 when the principal
 balance of $8,175,000 was payable,
 returned at sale of the property in
 May, 1996. . . . . . . . . . . . . . . .         --          8,175,000

9.3% first mortgage note; secured by the
 160 Spear Street Building; monthly
 payments of interest only were required
 through March 10, 1995; principal and
 interest payments of $278,877 were due
 monthly from April 10, 1995 through
 January 10, 1999; the unpaid balance
 of principal and interest of
 approximately $32,772,760 was due on
 February 10, 1999; in default as of
 December 31, 1995; lender realized
 upon its security interest in the
 property in January 1996 . . . . . . . .         --         33,750,000

12.55% second mortgage note; secured
 by the 160 Spear Street Building;
 monthly payments of interest only
 were required through March 10, 1995;
 principal and interest payments of
 $58,216 were due monthly from April 10,
 1995 through January 10, 1999;
 the unpaid balance of principal and
 interest of approximately $5,351,910
 was scheduled to be due on February 10,
 1999; in default as of December 31,
 1995; lender realized upon its security
 interest in the property in January 1996         --          5,434,894

9.5% mortgage note; secured by the
 21900 Burbank Boulevard Building;
 required monthly principal and
 interest payments of $106,789
 through November 1, 1996 with the
 balance of the unpaid principal
 and interest of approximately
 $11,563,066 due on December 1, 1996;
 in default as of December 31,
 1995; lender realized upon its
 security interest in the property
 in March 1996. . . . . . . . . . . . . .         --         11,668,754




                                                1996            1995
                                            ------------    -----------

11.0% mortgage note (in default);
 secured by the 260 Franklin Street
 Building; monthly payments of
 interest only of $374,455 are due
 from June 1991 through January 1,
 1992, monthly payments of interest
 only of $499,273 are due from
 February 1, 1992 through December 1,
 1995, the unpaid balance of
 approximately $74,891,013 plus
 unpaid accrued interest is due on
 January 1, 1997.  Additional interest
 payable upon maturity to provide
 an 11% return to lender and 60% of
 the greater of net sales or refinancing
 proceeds or appraised value, as
 defined. . . . . . . . . . . . . . . . .     89,870,356     87,623,625

10.375% mortgage note; secured by the
 California Plaza Building; principal
 and interest payments of $525,136 were
 due monthly from February 1, 1992
 through December 1, 1996; the unpaid
 balance of principal and interest of
 approximately $56,673,315 was due on
 January 1, 1997; modified in December 1993
 to require interest only payments of
 $384,505 (8.00%) due monthly effective
 February 1993 through January 1, 2000;
 interest accrues at 10.375% through
 January 1, 2000 when the unpaid principal
 and interest is due. . . . . . . . . . .     60,098,432     59,206,496

7.64% mortgage note; secured by Dunwoody
 Crossing (Phase II), principal and interest
 payments of $73,316 are due monthly from
 November 1, 1992 through October 31, 1997;
 the unpaid balance of principal and interest
 of approximately $9,004,930 is due on
 November 1, 1997, retired at sale of
 the property in May, 1996. . . . . . . .         --          9,345,916

8.65% mortgage note; secured by Dunwoody
 Crossing (Phases I and III), principal and
 interest payments of $171,737 are due monthly
 from February 15, 1995 to October 15, 1997;
 the unpaid balance of principal and interest
 of approximately $20,878,209 is due on
 November 15, 1997, retired at sale of
 the property in May, 1996. . . . . . . .         --         21,308,879

9.53% mortgage note (in default); secured
 by the Springbrook Shopping Center;
 monthly payments of interest only are
 required through May 1, 1995; principal
 and interest payments of $92,735 are due
 monthly from June 1, 1995 through April 1,
 1997; the unpaid balance of principal
 and interest of approximately $10,951,198
 was scheduled to be due on May 1, 1997,
 satisfied in January 1997 as the lender
 realized upon its collected security . .     10,932,588     10,961,455
                                            ------------   ------------





                                                1996            1995
                                            ------------    -----------

     Total debt . . . . . . . . . . . . .    219,902,227    288,391,313
     Less current portion
       of long-term debt. . . . . . . . .    118,969,238    179,862,967
                                            ------------   ------------

     Total long-term debt . . . . . . . .   $100,932,989    108,528,346
                                            ============   ============

     Included in the above total long-term debt is $19,514,170 and
$16,375,503 for 1996 and 1995, respectively, which represents mortgage
interest accrued but not currently payable pursuant to the terms of the
notes.

     Five year maturities of long-term debt are as follows:

                   1997 . . . . . . . $118,969,238
                   1998 . . . . . . .        --
                   1999 . . . . . . .        --
                   2000 . . . . . . .   60,098,432
                   2001 . . . . . . .        --
                                      ============

PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations are allocated 96% to the Holders
of Interests and 4% to the General Partners.  Profits from the sale or
other dispositions of investment properties will be allocated first to the
General Partners in an amount equal to the greater of the General Partners'
share of cash distributions from the proceeds of any such sale or other
dispositions (as described below) or 1% of the total profits from any such
sales or other dispositions, plus an amount which will reduce deficits (if
any) in the General Partners' capital accounts to a level consistent with
the gain anticipated to be realized from the sale of investment properties.

Losses from the sale or other disposition of investment properties will be
allocated 1% to the General Partners.  The remaining sale or other
disposition profits and losses will be allocated to the Holders of
Interests.

     The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership.  "Net cash receipts" from operations of
the Partnership will be allocated 90% to the Holders of Interests and 10%
to the General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).

     The Partnership Agreement provides that subject to certain conditions,
the General Partners shall receive as a distribution of the proceeds (net
after expenses and liabilities and retained working capital) from the sale
or refinancing of a real property by the Partnership up to 3% of the
selling price for any property sold, and that the remaining proceeds be
distributed 85% to the Holders of Interests and 15% to the General
Partners.  However, prior to such distribution being made, the Holders of
Interests are entitled to receive 99% and the General Partners l% of net
sale or refinancing proceeds until the Holders of Interests (i) have
received cash distributions of "sale proceeds" or "refinancing proceeds" in
an amount equal to the Holders' aggregate initial capital investment in the
Partnership and (ii) have received cumulative cash distributions from the
Partnership's operations which, when combined with "sale proceeds" or
"refinancing proceeds" previously distributed, equal a 6% annual return on
the Holders' average capital investment for each year (their initial
capital investment as reduced by "sale proceeds" or "refinancing proceeds"
previously distributed) commencing with the third fiscal quarter of 1986.
The Holders of Interests have not yet received and are not expected to
receive cash distributions of net sale or refinancing proceeds in an amount




equal to their initial capital investment in the Partnership.  If upon the
completion of the liquidation of the Partnership and the distribution of
all Partnership funds, the Holders of Interests have not received the
amounts in (i) and (ii) above, the General Partners will be required to
return all or a portion of the 1% distribution of net sale or refinancing
proceeds described above in an amount equal to such deficiency in payments
to the Holders of Interests pursuant to (i) and (ii) above.  As of the date
of this report, the General Partners have received net sale or refinancing
proceeds aggregating $170,311.


MANAGEMENT AGREEMENTS

     Certain of the Partnership's properties are managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties.  In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party.  In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.
The successor to the affiliated property manager has acted or is acting as
property manager of the 260 Franklin Street Building, the Dunwoody Crossing
Apartments (through its sale in May 1996) and the RiverEdge Place Building
on the same terms that existed prior to the assignment of the management
contracts.  In connection with such transaction, an affiliate of the
Corporate General Partner has previously guaranteed the payments to the
successor manager of certain property management fees.  As a result,
property management fees for the 260 Franklin Street Building are being
paid currently to the successor manager pursuant to the guarantee.  In
addition, the affiliated property manager has entered into a sub-management
agreement with the successor for management of the 900 Third Avenue
Building.


NOTES RECEIVABLE

     In 1987 and 1988, the Partnership advanced funds to pay for certain
deficits at the 21900 Burbank Boulevard Building which were the obligation
of an affiliate of the seller.  Such advances, including unpaid interest,
were approximately $2,313,000.  The Partnership received demand notes from
the seller which are personally guaranteed by certain of its principals.
The seller had been paying interest on the note at a rate equal to 3% over
the prime rate.  In February 1991, the seller ceased paying monthly
interest required under terms of the note.  The Partnership put the seller
in default and effective October 31, 1991, the notes began accruing
interest at the default rate.  During 1994, two of the principals which
guaranteed the notes became subject to Chapter 7 bankruptcy proceedings.
Subsequently, these individual's obligations, including their obligations
under the notes, were discharged.  Additionally, it appears that the
remaining principals guaranteeing the notes have little or no assets which
the Partnership could pursue for collection.  Therefore, it appears
unlikely that any further amounts will be collected.  As a matter of
prudent accounting policy, a reserve for uncollectibility for the entire
amount recorded for financial reporting purposes ($1,466,051) has been
reflected in the accompanying consolidated financial statements at December
31, 1996 and 1995.

LEASES

     At December 31, 1996, the Partnership and its consolidated ventures'
principal assets are three office buildings and one shopping center.  The
Partnership has determined that all leases relating to these properties are
properly classified as operating leases; therefore, rental income is
reported when earned and the cost of each of the properties, excluding cost
of land, is depreciated over the estimated useful lives.  Leases with
commercial tenants range in term from one to 30 years and provide for fixed




minimum rent and partial to full reimbursement of operating costs.  In
addition, substantially all leases with shopping center tenants provide for
additional rent based upon percentages of tenant sales volume.  With
respect to the Partnership's shopping center investment, a substantial
portion of the ability of retail tenants to honor their leases is dependent
upon the retail economic sector.

     Cost and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1996:

               Office buildings:
                 Cost . . . . . . . . . . . . . .   $175,311,249
                 Accumulated depreciation . . . .     65,083,881
                                                    ------------
                                                     110,227,368
                                                    ------------
               Shopping centers:
                 Cost . . . . . . . . . . . . . .     11,951,252
                 Accumulated depreciation . . . .      3,502,373
                                                    ------------
                                                       8,448,879
                                                    ------------
                         Total. . . . . . . . . .   $118,676,247
                                                    ============

     Minimum lease payments, (excluding the Springbrook Shopping Center
which the lender obtained title to in January, 1997), including amounts
representing executory costs (e.g., taxes, maintenance, insurance), and any
related profit in excess of specific reimbursements, to be received in the
future under the above operating commercial lease agreements, are as
follows:

                   1997 . . . . . . . . . .    $17,106,666
                   1998 . . . . . . . . . .     16,532,233
                   1999 . . . . . . . . . .     15,624,645
                   2000 . . . . . . . . . .     13,936,215
                   2001 . . . . . . . . . .      9,701,926
                   Thereafter . . . . . . .     24,508,161
                                               -----------
                       Total. . . . . . . .    $97,409,846
                                               ===========


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 December 31, 1996, 1995 and 1994 are as follows:





                                                           UNPAID AT
                                                          DECEMBER 31,
                            1996        1995     1994        1996
                          --------    -------  --------   ------------
Property management
 and leasing fees . . .   $ 66,560    409,364   749,801    1,510,131
Insurance commissions .      9,330     34,148    42,442        --
Reimbursement (at cost)
 for accounting services    11,760    191,026   201,829        1,116
Reimbursement (at cost)
 for portfolio manage-
 ment services. . . . .     89,867     88,673    80,363       21,441
Reimbursement (at cost)
 for legal services . .     17,775     17,883    19,116        3,700
Reimbursement (at cost)
 for administrative
 charges and other
 out-of-pocket expenses      --       207,711   110,171        --
                          --------    ------- ---------    ---------
                          $195,292    948,805 1,203,722    1,536,388
                          ========    ======= =========    =========

     Affiliates of the General Partners have previously deferred management
and leasing fees payable to them in an aggregate amount of $1,510,131
through December 31, 1996 pursuant to debt modifications at the 260
Franklin and Piper Jaffray properties.  In addition, an affiliate of the
General Partners has deferred (through reimbursements made directly to the
Partnership) $675,876 for the Partnership's proportionate share of property
management and leasing fees paid by affiliated joint venture partnerships
or their underlying ventures, as the case may be (these reimbursements are
not reflected in the above table).  These reimbursements include the
proportionate share of property management fees of one unconsolidated
entity, which is not included in the consolidated financial statements.
The Partnership paid $847,752 of previously deferred reimbursements to the
Corporate General Partner and its affiliates in July 1994.  The Partnership
also paid previously deferred partnership management fees and distributions
of $724,121 and $249,591, respectively, to the General Partners in August
1994.

     In December 1994, the Partnership paid $3,422,391 of previously
deferred management and leasing fees to an affiliate of the General
Partners.  Effective October 1, 1993, the Partnership and its consolidated
ventures began paying property management and leasing fees on a current
basis other than for the 260 Franklin office building.  The cumulative
deferred amounts do not bear interest and are expected to be paid in future
periods.

     During 1994 and 1993, an affiliate of the Corporate General Partner
provided management and leasing services.  In December 1994, the affiliate
sold substantially all of its assets and assigned its interest in its
management contracts, including the one for 260 Franklin Street, to an
unaffiliated third party.  In connection with such assignment, JMB Realty
Corporation ("JMB") guaranteed payment to the unaffiliated third party of
the property management fees for the 260 Franklin property in 1995.
Beginning in January 1996, the unaffiliated property manager is being paid
management fees by the property.  As a result of JMB's paying the
management fees to the unaffiliated third party manager pursuant to the
guarantee.  JMB is entitled to reimbursement of prior years fees of
$331,811.  As of December 31, 1996, $1,510,131 of management and leasing
fees were unpaid.

     The manager of Piper Jaffray Tower, an unconsolidated joint venture,
(which was an affiliate of the Corporate General Partner through November
1994) had agreed to defer receipt of its property management fees as more
fully discussed in the Notes.  Such fees deferred by the affiliate were
approximately $1,839,000 (at which the Partnership's share is approximately
$919,500) at December 31, 1996.





INVESTMENT IN UNCONSOLIDATED VENTURES

     Summary financial information for South Tower, JMB/125, 125 Broad
Street Company (through effective date of JMB/125's assignment - October
31, 1994), JMB/Piper, JMB/Piper II and JMB/900, for the years ended 1996
and 1995 follows:

                                         1996             1995
                                     ------------     ------------

Current assets. . . . . . . . . .    $ 17,605,073       26,784,754
Current liabilities
 (including $197,433,146
 of debt in default at
 December 31, 1995) . . . . . . .     (15,377,451)    (217,998,259)
                                     ------------     ------------
    Working capital (deficit) . .       2,227,622     (191,213,505)
                                     ------------     ------------
Other assets. . . . . . . . . . .      30,339,650       31,486,199
Deferred expenses . . . . . . . .       5,955,360        4,714,000
Investment properties, net. . . .     305,457,813      317,569,356
Other liabilities . . . . . . . .      (6,116,980)      (4,818,311)
Long-term debt. . . . . . . . . .    (393,982,072)    (207,871,000)
Ventures partners' equity . . . .      38,522,255       36,739,437
                                     ------------     ------------
    Partnership's capital (deficit)  $(17,596,352)     (13,393,824)
                                     ============     ============
Represented by:
  Invested capital. . . . . . . .    $148,108,615      186,371,327
  Cumulative distributions. . . .     (49,903,117)     (58,249,495)
  Cumulative losses . . . . . . .    (115,801,850)    (141,515,656)
                                     ------------     ------------
                                     $(17,596,352)     (13,393,824)
                                     ============     ============
Total income. . . . . . . . . . .    $ 88,175,915       86,827,114
Expenses applicable to
  operating loss. . . . . . . . .      91,621,900      100,056,848
                                     ------------     ------------
Operating loss. . . . . . . . . .      (3,445,985)     (13,229,734)
Gain on sale of interest
  in unconsolidated venture . . .           --           1,713,501
                                     ------------     ------------
Net earnings (loss) . . . . . . .    $ (3,445,985)     (11,516,233)
                                     ============     ============

     The total income, expenses applicable to operating loss and net income
for the above ventures for the year ended December 31, 1994 were
$121,161,958, $165,863,948 and $7,710,112, respectively.




<TABLE>                           CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV                SCHEDULE III
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1996
<CAPTION>
                                                              COSTS
                                                           CAPITALIZED
                                   INITIAL COST TO        SUBSEQUENT TO     GROSS AMOUNT AT WHICH CARRIED
                                   PARTNERSHIP (A)       TO ACQUISITION         AT CLOSE OF PERIOD (B)
                              -------------------------- --------------------------------------------------------
                                LAND AND     BUILDINGS      LAND AND        LAND AND    BUILDINGS
                                LEASEHOLD      AND        BUILDINGS AND    LEASEHOLD       AND
DESCRIPTION       ENCUMBRANCE   INTERESTS   IMPROVEMENTS  IMPROVEMENTS      INTEREST   IMPROVEMENTS    TOTAL
-----------      ------------  -----------  ------------  -------------    ----------  ------------ -----------
<S>             <C>           <C>          <C>          <C>               <C>         <C>         <C>
OFFICE BLDGS:
RiverEdge
 Place Building
 Fulton County
 (Atlanta),                                                     (F)
 Georgia. . . . .$ 18,166,294    3,185,826    28,389,541    (5,185,670)     2,397,888    23,991,809  26,389,697

260 Franklin Street
 Boston, Massac-                                                (E)
 husetts (D). . .  89,870,356    8,169,209    97,607,593   (24,333,737)     5,501,887    75,941,178  81,443,065

</TABLE>




<TABLE>
                                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV    SCHEDULE III - CONTINUED
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1996
<CAPTION>
                                                                                 LIFE ON WHICH
                                                                                 DEPRECIATION
                                                                                  IN LATEST
                                                                                    INCOME             1996
                                ACCUMULATED             DATE OF       DATE        STATEMENT        REAL ESTATE
                               DEPRECIATION(J)       CONSTRUCTION   ACQUIRED    IS COMPUTED (C)       TAXES
                              ----------------       ------------  ----------   ---------------    -----------
<S>                          <C>                    <C>            <C>          <C>               <C>
OFFICE BUILDINGS:
RiverEdge
 Place Building
  Fulton County (Atlanta),
  Georgia . . . . . . . . . .        9,995,267           1984        06/10/85        5-30 years        241,957
 260 Franklin Street
  Boston, Massachusetts
  (D) . . . . . . . . . . . .       31,766,188           1985        05/21/86        5-30 years      2,104,830

</TABLE>




<TABLE>
                                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV    SCHEDULE III - CONTINUED
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1996
<CAPTION>
                                                              COSTS
                                                           CAPITALIZED
                                   INITIAL COST TO        SUBSEQUENT TO     GROSS AMOUNT AT WHICH CARRIED
                                   PARTNERSHIP (A)       TO ACQUISITION         AT CLOSE OF PERIOD (B)
                              -------------------------- --------------------------------------------------------
                                LAND AND     BUILDINGS      LAND AND        LAND AND    BUILDINGS
                                LEASEHOLD      AND        BUILDINGS AND    LEASEHOLD       AND
                  ENCUMBRANCE   INTERESTS   IMPROVEMENTS  IMPROVEMENTS      INTEREST   IMPROVEMENTS    TOTAL
                 ------------  -----------  ------------  -------------    ----------  ------------ -----------
<S>             <C>           <C>          <C>          <C>               <C>         <C>         <C>

California Plaza
 Walnut Creek,                                                   (H)
 California (D) .  60,098,432    6,010,604    62,029,222      (561,339)     5,132,408    62,346,079  67,478,487
SHOPPING CENTER:
Springbrook Shopping
 Center
 Bloomingdale,                                                   (G)
 Illinois . . . .  10,932,588    3,164,708    17,913,485    (9,126,941)     1,262,617    10,688,635  11,951,252
                 ------------   ----------   -----------   -----------     ----------   ----------- -----------
    Total . . . .$179,067,670   20,530,347   205,939,841   (39,207,687)    14,294,800   172,967,701 187,262,501
                 ============   ==========   ===========   ===========     ==========   =========== ===========
</TABLE>




<TABLE>
                                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV    SCHEDULE III - CONTINUED
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1996

<CAPTION>
                                                                                 LIFE ON WHICH
                                                                                 DEPRECIATION
                                                                                  IN LATEST
                                                                                   INCOME              1996
                                ACCUMULATED             DATE OF       DATE        STATEMENT        REAL ESTATE
                               DEPRECIATION(J)       CONSTRUCTION   ACQUIRED   IS COMPUTED (C)        TAXES
                              ----------------       ------------  ----------   ---------------    -----------
<S>                          <C>                    <C>            <C>          <C>               <C>
California Plaza
 Walnut Creek,
 California (D) . . . . . . .       23,322,426           1985        06/30/86        5-30 years        702,573
SHOPPING CENTER:
Springbrook Shopping Center
 Bloomingdale,
 Illinois . . . . . . . . . .        3,502,373           1980        07/05/89        5-30 years        382,186
                                   -----------                                                       ---------
    Total . . . . . . . . . .       68,586,254                                                       3,431,546
                                   ===========                                                       =========
<FN>

Notes:
      (A)  The initial cost to the Partnership represents the original purchase price of the properties,
including amounts incurred subsequent to acquisition which were contemplated at the time the property was
acquired.
      (B)  The aggregate cost of real estate owned at December 31, 1996 for Federal income tax purposes was
           $224,836,715.
      (C)  Certain of the Partnership's investment properties have been classified as held for sale or
disposition during 1996 as more fully described in the Notes.
      (D)  Properties owned and operated by joint venture.
      (E)  In 1990 and 1996, the Partnership recorded a provision for value impairment.  The portion allocated to
real estate totalled $17,120,734 and $17,400,000, respectively.
      (F)  In 1992, the Partnership recorded provisions for value impairment.  The portion allocated to real
estate totalled $6,149,632.
      (G)  In 1993 and 1996, the Partnership recorded provisions for value impairment.  The portion allocated to
real estate totalled $8,972,831 and $1,400,000, respectively.
      (H)  In 1996, the Partnership recorded provisions for value impairment.  The portion allocated to real
estate totalled $7,200,000.
</TABLE>




<TABLE>
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV  SCHEDULE III - CONTINUED
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES
                            CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                              DECEMBER 31, 1996

     (I)  Reconciliation of real estate owned as of December 31, 1996, 1995 and 1994:


<CAPTION>
                                                                    1996           1995            1994
                                                                ------------    -----------    -----------
<S>                                                            <C>            <C>            <C>
     Balance at beginning of period . . . . . . . . . . . . .   $334,836,768    367,553,814    413,139,577
     Additions during period. . . . . . . . . . . . . . . . .      2,011,678        872,103      1,279,820
     Provisions for value impairment. . . . . . . . . . . . .    (49,528,382)          --            --
     Sales and dispositions during period . . . . . . . . . .   (100,057,563)   (33,589,149)   (46,865,583)
                                                                ------------    -----------    -----------

     Balance at end of period . . . . . . . . . . . . . . . .   $187,262,501    334,836,768    367,553,814
                                                                ============    ===========    ===========

(J)  Reconciliation of accumulated depreciation:

     Balance at beginning of period . . . . . . . . . . . . .   $104,766,634    106,168,986    107,997,321
     Depreciation expense . . . . . . . . . . . . . . . . . .      5,413,953     10,440,946     11,490,889
     Sales and dispositions during period . . . . . . . . . .    (41,594,333)   (11,843,298)   (13,319,224)
                                                                ------------    -----------    -----------

     Balance at end of period . . . . . . . . . . . . . . . .   $ 68,586,254    104,766,634    106,168,986
                                                                ============    ===========    ===========

</TABLE>




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     There were no changes of or disagreements with accountants during
fiscal year 1996 and 1995.



                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

     The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation.  Substantially all of the
outstanding shares of JMB are owned, directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates.
JMB as the Corporate General Partner has responsibility for all aspects of
the Partnership's operations, subject to the requirement that purchases and
sales of real property must be approved by the Associate General Partner,
ABPP Associates, L.P.  ABPP Associates, L.P., an Illinois limited
partnership with JMB as its sole general partner, shall be directed by a
majority in interest of its limited partners who are generally officers,
directors and affiliates of JMB or its affiliates, as to whether to provide
its approval of any sale of real property (or interest therein) of the
Partnership.

     The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities.  Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services.  In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement.  The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates.  The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties.  Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.

     The names, positions held and length of service therein of each
director and the executive and certain other officers of the Corporate
General Partner are as follows:





                                                       SERVED IN
NAME                      OFFICE                       OFFICE SINCE
----                      ------                       ------------

Judd D. Malkin            Chairman                     5/03/71
                          Director                     5/03/71
                          Chief Financial Officer      2/22/96
Neil G. Bluhm             President                    5/03/71
                          Director                     5/03/71
Burton E. Glazov          Director                     7/01/71
Stuart C. Nathan          Executive Vice President     5/08/79
                          Director                     3/14/73
A. Lee Sacks              Director                     5/09/88
John G. Schreiber         Director                     3/14/73
H. Rigel Barber           Chief Executive Officer      1/02/87
                          Executive Vice President     8/01/93
Glenn E. Emig             Executive Vice President     1/01/93
                          Chief Operating Officer      1/01/95
Gary Nickele              Executive Vice President     1/01/92
                          General Counsel              2/27/84
Gailen J. Hull            Senior Vice President        6/01/88
Howard Kogen              Senior Vice President        1/02/86
                          Treasurer                    1/01/91

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 7, 1997.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 7,
1997.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XVI ("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-
XVII ("Carlyle-XVII"), JMB Mortgage Partners, Ltd.-III ("Mortgage
Partners-III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage Partners-IV"),
Carlyle Income Plus, Ltd. ("Carlyle Income Plus") and Carlyle Income Plus,
Ltd.-II ("Carlyle Income Plus-II") and the managing general partner of JMB
Income Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-V
("JMB Income-V"), JMB Income Properties, Ltd.-VI ("JMB Income-VI"), JMB
Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties,
Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"),
JMB Income Properties, Ltd.-XII ("JMB Income-XII"), JMB Income Properties,
Ltd.-XIII ("JMB Income-XIII").  JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships.  Most of
the foregoing officers and directors are also officers and/or directors of
various affiliated companies of JMB including Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P. ("Arvida")), Arvida/JMB
Managers-II, Inc. (the general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II)) and Income Growth Managers, Inc. (the corporate general
partner of IDS/JMB Balanced Income Growth, Ltd. ("IDS/BIG")).  Most of such
directors and officers are also partners, directly or indirectly, of
certain partnerships which are associate general partners in the following
real estate limited partnerships:  The Partnership, Carlyle-VII,
Carlyle-IX, Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV,
Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB
Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage Partners-III, Mortgage
Partners-IV, Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.
Certain of such officers are also officers and the sole director of Carlyle
Advisors, Inc., the general partner of JMB/125.  Reference is made to the
Notes.





     The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:

     Judd D. Malkin (age 59) is an individual general partner of JMB
Income-II, JMB Income-IV and JMB Income-V.  Mr. Malkin has been associated
with JMB since October, 1969.  Mr. Malkin is a director of Urban Shopping
Centers, Inc. ("USC, Inc."), an affiliate of JMB that is a real estate
investment trust in the business of owning, managing and developing
shopping centers.  He is a Certified Public Accountant.

     Neil G. Bluhm (age 59) is an individual general partner of JMB Income-
II, JMB Income-IV and JMB Income-V.  Mr. Bluhm has been associated with JMB
since August, 1970.  Mr. Bluhm is a director of USC, Inc.  He is a member
of the Bar of the State of Illinois and a Certified Public Accountant.

     Burton E. Glazov (age 58) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

     Stuart C. Nathan (age 55) has been associated with JMB since July,
1972.  Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

     John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990.  Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business.  He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P.  Since 1994, Mr. Schreiber has also
served as a Trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties.  Mr.
Schreiber is also director of USC, Inc.  He is also director of a number of
investment companies advised by T. Rowe Price Associates and its
affiliates.  He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

     H. Rigel Barber (age 47) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

     Glenn E. Emig (age 49) has been associated with JMB since December,
1979.  Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation.  He holds a Masters degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

     Gary Nickele (age 44) has been associated with JMB since February,
1984.  He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

     Gailen J. Hull (age 48) has been associated with JMB since March,
1982.  He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

     Howard Kogen (age 61) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.





ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Holders of Interests, and a
share of profits or losses. Reference is also made to the Notes for a
description of such transactions, distributions and allocations.  Operating
losses may benefit the General Partners or the partners thereof to the
extent that such losses may be offset against taxable income from the
Partnership or other sources.  In 1996, the General Partners received sales
distributions of $112,047.

     The Partnership is permitted to engage in various transactions
involving the General Partners and their affiliates of the Partnership
certain of which may involve conflicts of interest, as discussed in Item 10
above.  The relationship of the Corporate General Partner (and its
directors and officers) to its affiliates is set forth above in Item 10 and
Exhibit 21 hereto.

     Through December 31, 1996, $2,186,007 of property management fees and
leasing fees have been deferred (including direct reimbursements made to
the Partnership) by an affiliate of the General Partner, or approximately
$5 per Interest in the aggregate.  Effective October 1, 1993, the
Partnership and its consolidated ventures began paying property management
and leasing fees on a current basis.

     Affiliates of the Corporate General Partner provided property
management services in 1996 for one investment property Springbrook
Shopping Center.  Such affiliates earned property management and leasing
fees amounting to $66,560 in 1996 all of which were paid as of December 31,
1996.

    As set forth in the Prospectus of the Partnership, the Corporate
General Partner must negotiate such agreements on terms no less favorable
to the Partnership than those customarily charged for similar services in
the relevant geographical area (but in no event at rates greater than 6% of
the gross income from a property), and such agreements must be terminable
by either party thereto, without penalty, upon 60 days notice.

     An affiliate of the Corporate General Partner provided property
management and services for the 260 Franklin Street Building in Boston,
Massachusetts in 1994 and prior years.  As required by the terms of a
modification for the mortgage loan secured by the 260 Franklin Street
Building, property management and leasing fees payable to the affiliate
since January 1992 have been escrowed.  Pursuant to the affiliate selling
its interest in the management contracts at 260 Franklin Street, JMB
guaranteed payment of the management fees to the unaffiliated third party
in 1995.  Beginning in January 1996, the unaffiliated property manager is
being paid management fees by the property.  As a result of JMB's paying
the management fees to the unaffiliated third party manager, JMB is
entitled to reimbursement of prior year fees of $331,811.  As of December
31, 1996, JMB is entitled to reimbursement for property and management fees
of $1,510,131 by 260 Franklin Street Associates.  Such amount does not bear
interest.  An affiliate of the Corporate General Partner had managed the
Piper Jaffray Tower (an unconsolidated joint venture) through November
1994.  In conjunction with the August 1992 loan modification, the
affiliated property manager had agreed to defer receipt of its property
management fees which aggregated $1,839,000 at December 31, 1996.  In
December 1994 the affiliated property manager entered into an agreement
with an unaffiliated third party for the sub-management of the 900 Third
Avenue building.  Property management fees for this property were $452,518
in 1995, all of which were paid to the sub-manager.





     JMB Insurance Agency, Inc., affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1996
aggregating $9,330 in connection with providing insurance coverage for
certain of the real property investments of the Partnership.  Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

     The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses and salaries
relating to the administration of the Partnership and the operation of the
Partnership's real property investments.  In 1996, no such out-of-pocket
expenses were incurred by the General Partner.

     Additionally, the General Partners are also entitled to reimbursements
for administrative legal, accounting and portfolio management services.
Such costs for 1996 were $119,402, of which $26,257 was unpaid as of
December 31, 1996.  Reference is made to the Notes.





<TABLE>
<CAPTION>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

     (b)  The Corporate General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:

                        NAME OF                            AMOUNT AND NATURE
                        BENEFICIAL                         OF BENEFICIAL                       PERCENT
TITLE OF CLASS          OWNER                              OWNERSHIP                           OF CLASS
--------------          ----------                         -----------------                   --------
<S>                     <C>                                <C>                                 <C>
Limited Partnership
Interests and Assignee
Interests therein       JMB Realty Corporation             5 Interests (1) indirectly          Less than 1%

Limited Partnership     Corporate General Partner,         9.8 Interests(1)(2)                 Less than 1%
Interests and Assignee  its officers and
Interests therein       directors and the
                        Associate General
                        Partner as a group

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

     (1)  Includes 5 Interests owned by the Initial Limited Partner of the Partnership for which JMB, as its
indirect majority shareholder, is deemed to have sole voting and investment power.

     (2)  Includes 4.8 Interests owned by officers or their relatives for which an officer has sole investment and
voting power as to such Interests so owned.

     No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

     Reference is made to Item 10 for information concerning the ownership of the Corporate General Partner.

        (c)   There exists no arrangement, known to the Partnership, the operation of which may at a subsequent
date result in a change in control of the Partnership.

</TABLE>




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.




                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.





                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 arehereby 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.





       (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.




                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership 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


                        GAILEN J. HULL
                 By:    Gailen J. Hull
                        Senior Vice President
                 Date:  March 21, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                 By:    JMB Realty Corporation
                        Corporate General Partner

                        JUDD D. MALKIN*
                 By:    Judd D. Malkin, Chairman and
                        Chief Financial Officer
                 Date:  March 21, 1997

                        NEIL G. BLUHM*
                 By:    Neil G. Bluhm, President and Director
                 Date:  March 21, 1997

                        H. RIGEL BARBER*
                 By:    H. Rigel Barber, Chief Executive Officer
                 Date:  March 21, 1997

                        GLENN E. EMIG*
                 By:    Glenn E. Emig, Chief Operating Officer
                 Date:  March 21, 1997


                        GAILEN J. HULL
                 By:    Gailen J. Hull, Senior Vice President
                        Principal Accounting Officer
                 Date:  March 21, 1997

                        A. LEE SACKS*
                 By:    A. Lee Sacks, Director
                 Date:  March 21, 1997

                        STUART C. NATHAN*
                 By:    Stuart C. Nathan, Executive Vice President
                          and Director
                 Date:  March 21, 1997


                 *By:   GAILEN J. HULL, Pursuant to a Power of Attorney


                        GAILEN J. HULL
                 By:    Gailen J. Hull, Attorney-in-Fact
                 Date:  March 21, 1997




             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


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

            *  FILED ON PAPER IN ACCORDANCE WITH RULE 201 OF REGULATION
S-T, THIS THIRD MORTGAGE MODIFICATION AND EXTENSION AGREEMENT SECURED BY
THE 260 FRANKLIN STREET BUILDING IS BEING FILED IN PAPER PURSUANT TO A
TEMPORARY HARDSHIP EXEMPTION.