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, 2000                    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



<PAGE>


                             TABLE OF CONTENTS



                                                             Page
                                                             ----
PART I

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

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

Item 3.      Legal Proceedings . . . . . . . . . . . . . . .   10

Item 4.      Submission of Matters to a
             Vote of Security Holders. . . . . . . . . . . .   10


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 . . . . . . . . . . .   14

Item 7A.     Quantitative and Qualitative
             Disclosures About Market Risk . . . . . . . . .   21

Item 8.      Financial Statements and
             Supplementary Data. . . . . . . . . . . . . . .   22

Item 9.      Changes in and Disagreements
             with Accountants on Accounting
             and Financial Disclosure. . . . . . . . . . . .   52


PART III

Item 10.     Directors and Executive Officers
             of the Partnership. . . . . . . . . . . . . . .   52

Item 11.     Executive Compensation. . . . . . . . . . . . .   54

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management. . . . . . . .   56

Item 13.     Certain Relationships and
             Related Transactions. . . . . . . . . . . . . .   57


PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K . . . . . . . . . . . .   57


SIGNATURES   . . . . . . . . . . . . . . . . . . . . . . . .   61








                                     i


<PAGE>


                                  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 assignee 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 have been held by fee title, leasehold estates and/or
through joint venture partnership interests.  The Partnership's real
property investments were located throughout the nation and it has had 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.

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



<PAGE>


<TABLE>
<CAPTION>

                                                        SALE OR DISPOSITION
                                                          DATE OR IF OWNED
                                                        AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                        DATE OF     ORIGINAL INVESTED
    AND LOCATION                  SIZE       PURCHASE  CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP
----------------------         ----------    --------  ----------------------         ---------------------
<S>                         <C>             <C>       <C>                             <C>
1. 900 Third Avenue
     Building
     New York,
     New York. . . . . .        517,000       8/20/84          11/2/99                fee ownership of land and
                                 sq.ft.                                               improvements (through joint
                                 n.r.a.                                               venture partnerships)
                                                                                      (c)(d)
 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)
                                                                                      (b)(c)
 3. RiverEdge Place
     Building
     Fulton County
     (Atlanta),
     Georgia . . . . . .        235,762       6/10/85         12/23/97                fee ownership of land and
                                 sq.ft.                                               improvements
                                 n.r.a.
 4. Wells Fargo Center -
     South Tower
     Los Angeles,
     California. . . . .       1,100,000      6/28/85            18%                  fee ownership of land and
                                 sq.ft.                                               improvements (through a
                                 n.r.a.                                               limited liability company)
                                                                                      (b)(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)
 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)



<PAGE>


                                                        SALE OR DISPOSITION
                                                          DATE OR IF OWNED
                                                        AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                        DATE OF     ORIGINAL INVESTED
    AND LOCATION                  SIZE       PURCHASE  CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP
----------------------         ----------    --------  ----------------------         ---------------------

 7. Woodland Hills
     Apartments
     DeKalb County
     (Atlanta),
     Georgia . . . . . .        228 units     9/30/85          5/22/96                fee ownership of land and
                                                                                      improvements
 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)
 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)
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
                                 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)
                                                                                      (e)


<PAGE>


                                                        SALE OR DISPOSITION
                                                          DATE OR IF OWNED
                                                        AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                        DATE OF     ORIGINAL INVESTED
    AND LOCATION                  SIZE       PURCHASE  CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP
----------------------         ----------    --------  ----------------------         ---------------------
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)
                                                                                      (f)
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)
                                                                                      (d)
15. 260 Franklin
     Street Building
     Boston,
     Massachusetts . . .        348,901       5/21/86          1/2/98                 fee ownership of land and
                                 sq.ft.                                               improvements (through a
                                 n.r.a.                                               joint venture partnership)
                                                                                      (c)(d)
16. 9701 Wilshire
     Building
     Beverly Hills,
     California. . . . .         98,721       6/17/86          10/6/94                fee ownership of land and
                                 sq.ft.                                               improvements
                                 n.r.a.
17. California Plaza
     Walnut Creek,
     California. . . . .        368,290       6/30/86         12/23/99                fee ownership of land and
                                 sq.ft.                                               improvements (through joint
                                 n.r.a.                                               venture partnerships)
                                                                                      (c)(d)
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)



<PAGE>


                                                        SALE OR DISPOSITION
                                                          DATE OR IF OWNED
                                                        AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                        DATE OF     ORIGINAL INVESTED
    AND LOCATION                  SIZE       PURCHASE  CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP
----------------------         ----------    --------  ----------------------         ---------------------

19. NewPark Mall
     Newark
     (Alameda County),
     California. . . . .        423,748       12/2/86         11/18/98                fee ownership of land and
                                 sq.ft.                                               improvements (through joint
                                 g.l.a.                                               venture partnerships)
                                                                                      (d)
20. Springbrook Shopping
     Center
     Bloomingdale
     (Chicago),
     Illinois. . . . . .        189,651       7/5/89           1/31/97                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



<PAGE>



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

   (a)  The computation of this percentage for properties held at
December 31, 2000 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 filed with this annual report for
the current outstanding principal balance and a description of the
long-term mortgage indebtedness secured by the Partnership's real property
investment.

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

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

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

   (f)  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.

</TABLE>


<PAGE>


     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 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, 2000 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.

     On June 1, 2000, the joint venture that owns the Piper Jaffray Tower
ceased paying debt service and defaulted on the mortgage loan secured by
the property.  Reference is made to Item 7 of the Notes for a further
description of such transaction.  Reference is also made to Item 3 of this
annual report for a discussion of the proceeding pursuant to which a
receiver was appointed to take control of the property and its operations.
Title to the property is expected to be transferred to the lender or its
designee in 2001.

     On November 2, 1999, 900 Third Avenue Associates, through Progress
Partners, sold the 900 Third Avenue office building located in New York,
New York for $163,000,000.  Reference is made to Item 7 and the Notes for a
further description of such transaction.

     On December 23, 1999, the Partnership, through C-C California Plaza
sold the California Plaza office building located in Walnut Creek,
California for $71,500,000.  Reference is made to Item 7 and the Notes for
a further description of such transaction.

     On January 2, 1998, the Partnership through 260 Franklin disposed of
the 260 Franklin Building located in Boston, Massachusetts.  Reference is
made to Item 7 and the Notes for a further description of such transaction.

     On November 18, 1998, the Partnership and affiliated venture partner
sold their interest in the NewPark Mall located in Newark, California for
$16,000,000.  Reference is made to Item 7 and the Notes for a further
description of such transaction.

     The Partnership has no employees.

     Both of the remaining investment properties have high levels of debt
secured by the property and, in the case of Wells Fargo - South Tower, by
the Partnership's interest in the property.  Reference is made to the Notes
for a description of such indebtedness.  The Partnership does not expect to
receive any substantial proceeds from operations or sales of these
properties (or the Partnership's interests in the properties).  However,
upon disposition of each of these properties or the Partnership's interest
therein, the Partnership, and therefore the Holders of Interests, will
recognize a substantial amount of taxable income with little or no
distributable proceeds.  In this regard, the Partnership expects that
ownership of the Piper Jaffray Tower will transfer to the lender or its
designee in 2001.  It is also possible that the Partnership's interest in
Wells Fargo - South Tower may be disposed of during 2001.  For certain
Holders of Interests, such taxable gain may be offset by their suspended
passive activity losses (if any).  Each Holder's tax consequences will
depend on such Holder's own tax situation.



<PAGE>


     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 2000 and 1999 for the Partnership's investment properties owned
during 2000:



<PAGE>


<TABLE>
<CAPTION>
                                                                 1999                        2000
                                                       -------------------------   -------------------------
                                                        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. Piper Jaffray Tower
     Minneapolis, Minnesota. .   Advertising/
                                 Financial Services     89%    89%    89%    91%    92%    65%    65%    82%
 2. Wells Fargo Center
     - South Tower
     Los Angeles,
     California. . . . . . . .   Business Informa-
                                 tion Systems/
                                 School District/
                                 Legal Services          *      *      *      *      *      *      *      *

<FN>
--------------------
     Reference is made to Item 7 and to the Notes for further information regarding property occupancy, and
competitive conditions at the Partnership's investment properties.

     An "*" indicates that the joint venture which owns the property was restructured, and therefore, such
information is not meaningful for the Partnership.  Reference is made to the Notes for further information
regarding the reorganized and restructured venture.

</TABLE>


<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

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

Due to a substantial amount of space vacated by a major tenant at the
expiration of its lease in May 2000, the property owning venture has not
made all of the scheduled debt service payments on the mortgage note since
June 1, 2000.  In consideration for, among other things, being released
under the mortgage loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of their expenses in
connection with the transaction, within certain limitations, the defendants
listed above executed a stipulation consenting to the foreclosure sale of
the property.  In July 2000, the Court approved the stipulation agreement,
granted Teachers' application and entered an order for a receiver to take
exclusive possession, control and operation of the property.  Accordingly,
the receiver has control of the property and its operations.  In September
2000, a sheriff's sale of the property was held, and the lender was granted
certain rights to the title of the property in 2001.  Title to the property
is currently expected to be transferred to Teachers or its designee in
April 2001.  However, there can be no assurance that the lender will take
title to the property or that such disposition will be completed within the
time frame currently anticipated.

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



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

     There were no matters submitted to a vote of security holders during
fiscal years 2000 and 1999.





<PAGE>


                                  PART II


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

     As of December 31, 2000, there were 39,833 record Holders of the
442,309.11 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 from operations by the
Piper Jaffray Tower and Wells Fargo Center - South Tower investment
properties are segregated or restricted as to their use generally to the
payment of expenses for those properties pursuant to or as a result of
modifications to the mortgage loans secured by such investment properties
as more fully discussed in the Notes.  Since July 2000, a receiver has had
control of Piper Jaffray Tower and its operations for the benefit of the
mortgage lender.





<PAGE>


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

                                   DECEMBER 31, 2000, 1999, 1998, 1997 AND 1996
                                   (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
                                 2000           1999           1998           1997           1996
                            -------------   ------------    -----------   ------------   ------------
<S>                        <C>             <C>            <C>            <C>            <C>
Total income . . . . . . .   $  3,057,301     31,837,942     11,459,393     24,349,848     28,496,327
                             ============   ============    ===========    ===========    ===========
Earnings (loss) before
 gains on sale or dispo-
 sition of investment
 properties. . . . . . . .   $ (6,106,967)    (7,921,675)    (4,060,852)    (2,888,815)   (49,291,781)
Gain on liquidation of
 investment in venture . .          --             --             --           269,147          --
Gains on sale or disposi-
 tion of investment
 properties (net of
 venture partner's share
 of $18,090,923 in 1999
 and $204,139 in 1996)
 and manager's incentive
 fee of $1,730,016
 in 1996 . . . . . . . . .          --        59,322,688     23,212,184      8,631,561     12,230,126
Gains on sale of
 interests in uncon-
 solidated ventures. . . .          --             --        10,744,678        568,625        435,060
                             ------------   ------------    -----------    -----------    -----------
Earnings (loss) before
 extraordinary items
 and cumulative effect
 of an accounting
 change. . . . . . . . . .     (6,106,967)    51,401,013     29,896,010      6,580,518    (36,626,595)
Extraordinary items. . . .          --        (3,989,364)    17,451,802      5,992,828     35,222,847
Cumulative effect of
 an accounting change. . .          --             --             --             --       (30,000,000)
                             ------------   ------------    -----------    -----------    -----------
Net earnings (loss). . . .   $ (6,106,967)    47,411,649     47,347,812     12,573,346    (31,403,748)
                             ============   ============    ===========    ===========    ===========


<PAGE>


                                 2000           1999           1998           1997           1996
                            -------------  -------------    -----------   ------------   ------------
Net earnings (loss)
 per Interest:
  Earnings (loss) before
   gains on sale or dispo-
   sition of investment
   properties. . . . . . .  $      (13.25)        (17.14)         (8.79)         (6.25)       (106.67)
  Gain on liquidation
   of investment in
   venture . . . . . . . .          --             --             --               .60          --
  Net gains on sale
   or disposition
   of investment
   properties. . . . . . .          --            132.40          51.81          19.26          27.29
  Gains on sale or
   disposition of
   interests in uncon-
   solidated ventures. . .          --             --             23.98           1.27            .97
  Extraordinary item . . .          --             (8.90)         38.95          13.37          78.61
  Cumulative effect of
   an accounting change. .          --             --             --             --            (64.92)
                             ------------   ------------    -----------    -----------    -----------
Net earnings (loss). . . .   $     (13.25)        106.36         105.95          28.25         (64.72)
                             ============   ============    ===========    ===========    ===========

Total assets . . . . . . .   $ 10,377,666    101,502,439     89,187,533    145,738,009    174,989,293
Long-term debt . . . . . .   $ 69,550,819     62,608,944    118,190,463    109,972,972    102,089,968
Cash distributions
 per Interest (b). . . . .   $     140.00          15.00          40.33            .83          26.37
                             ============   ============    ===========    ===========    ===========

<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>


<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

     Capitalized terms used but not defined herein have the same meanings
as in the Notes.  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.

     At December 31, 2000, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $9,919,000.  Such funds were
available for future distributions to partners and to an affiliated joint
venture partner and for working capital requirements.  Approximately
$900,000 of the cash and cash equivalents represent amounts due to the
Partnership's affiliated joint venture partner.  The Partnership's two
investment properties are restricted as to their use of excess cash flow by
escrow agreements negotiated pursuant to loan modifications.  In such
regard, reference is made to the Partnership's property specific
discussions below.  Due to the property specific concerns discussed below,
the Partnership does not consider either of its two remaining investment
properties, Wells Fargo - South Tower and Piper Jaffray Tower to be
potential sources of future cash generated from sales or operations.  A
receiver was appointed for the Piper Jaffray Tower in July 2000.

     In February 2000, JMB/900 distributed approximately $26,400,000, which
was included in the Partnership's cash and cash equivalents at December 31,
1999, to Carlyle-XIV (the Partnership's affiliated partner in the JMB/900
venture) representing Carlyle-XIV's share of sales proceeds and cash flow
generated from the operations of the 900 Third Avenue office building.

     The Partnership, in February 2000, made a distribution of
approximately $39,906,000 ($90 per Interest) of sale proceeds (primarily
related to the sales of the California Plaza office building and the 900
Third Avenue office building) to the Holders of Interests.  Additionally,
in February 2000, the Partnership made a distribution of approximately
$17,736,000 ($40 per Interest) to the Holders of Interests and
approximately $739,000 to the General Partners from Partnership operational
cash flow.  The Corporate General Partner also received its management fee
of approximately $1,232,000 related to the February 2000 distribution of
operational cash flow.  The Partnership made a distribution of cash flow
from operations of approximately $4,434,000 ($10 per interest) to the
Holders of Interests and $185,000 to the General Partners in August 2000.
The Corporate General Partner received a management fee of approximately
$308,000 in connection with this distribution.

     The General Partners and their affiliates previously deferred property
management and leasing fees and advances payable to them in an aggregate
amount of approximately $2,652,500 relating to certain of the Partnership's
investment properties, which amount included the Partnership's
proportionate share of deferred management and leasing fees for its
consolidated and unconsolidated entities.  In February 2000, the advances
(approximately $676,000) were repaid to an affiliate of the General
Partners.  In conjunction with the appointment of a receiver for the Piper
Jaffray Tower in July 2000, the obligation to pay deferred management and
leasing fees for that property (of which approximately $919,500 was the
Partnership's share payable to an affiliate of the General Partners) was
released.  At December 31, 2000, the obligation to pay the remaining
approximately $1,057,000 of deferred management and leasing fees to an
affiliate of the General Partners was released.  Such deferred fees were
written off and are no longer reflected in the 2000 consolidated balance
sheet.



<PAGE>


     The Partnership has not budgeted any amounts for its share of tenant
improvements and other capital expenditures at the Piper Jaffray Tower or
Wells Fargo - South Tower as it has no funding obligations for its
remaining investment properties.

     PIPER JAFFRAY TOWER

     Occupancy of the building at the end of the fourth quarter of 2000 was
82%.

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

     The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender was essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.

During 2000 (prior to the default), 1999 and 1998, no such cash flow was
generated.  As of December 31, 2000, aggregate amounts due to the lender
were approximately $107,100,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000 and
$610,000 representing property management fees was deposited and
approximately $970,000 and $260,000 was withdrawn from the escrow account
for certain leasing costs in 2000 and 1999, respectively.  The escrow
balance as of July 20, 2000 was approximately $5,146,000.  Such balance was
applied to the outstanding principal balance of the loan on July 20, 2000,
as a result of the default.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) had
agreed to defer receipt of its management fee and receive the payment
thereof out of the amount available from the escrow account, if any.  As of
July 20, 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, the obligation to pay the deferred fees was
released.  As a result, the liability for such fees was written off in the
third quarter of 2000.



<PAGE>


     JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction.  Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
expenses in connection with the transaction, within certain limitations,
the Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation and
appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale, subject to redemption of the property at any
time within six months from the date of such sale.  JMB/Piper currently
expects that title to the land and building will transfer to the lender
sometime in April 2001.  Such transfer would result in Piper, JMB/Piper,
and the Partnership, realizing a significant amount of gain for both
financial reporting and Federal income tax purposes in 2001, with no
distributable proceeds from such disposition.  However, there can be no
assurance that such disposition will be completed within the time frame
currently anticipated.

     JMB/Piper's plan to sell or dispose of the Piper Jaffray Tower had
not, as of June 30, 1999 resulted in a sale or disposition.  As a result,
JMB/Piper made an adjustment as of June 30, 1999 to record depreciation
that would have been recognized had the Piper Jaffray Tower not been
considered "held for sale or disposition".  Further, JMB/Piper began
recording depreciation expense for the Piper Jaffray Tower commencing
July 1, 1999.  However, as a result of the default discussed above,
JMB/Piper has reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it is not subject to
continued depreciation beyond such date for financial reporting purposes.

     900 THIRD AVENUE BUILDING

     In March 1999, JMB/900 settled various claims and acquired the
interests of the FDIC and the unaffiliated venture partners in Progress
Partners, which owned the 900 Third Avenue office building, for
$16,300,000, of which $13,800,000 was paid upon closing of the various
transactions.  In connection with these transactions, the Partnership
contributed its proportionate share (approximately $9,200,000) of the
$13,800,000 to JMB/900 to effect these transactions.  The remaining amount
was paid at the sale of the property as discussed below.

     In July 1999, JMB/900, through Progress Partners, entered into a
contract to sell the 900 Third Avenue Building to an unaffiliated third
party.  On November 2, 1999, JMB/900 sold the property for approximately
$163,000,000.  Upon closing, JMB/900 received cash of approximately
$62,300,000 (net of closing costs but before prorations).  The cash
received was also net of the repayment of the mortgage loan secured by the
property of approximately $87,000,000, a prepayment penalty of
approximately $5,800,000 and the final payment to the Progress Parties
pursuant to the Settlement Agreement of approximately $2,500,000.  As a
result of this sale, JMB/900 recognized a gain of approximately $54,000,000
and $77,000,000 for financial reporting and Federal Income tax purposes.
The Partnership's share of such items is approximately $35,900,000 and
$51,400,000, respectively.  As is customary in such transactions, JMB/900
agreed to certain representations, warranties and covenants with a
stipulated survival period, which expired on September 15, 2000.  As
required by the sale agreement, Progress Partners had placed $2,000,000
into an escrow account as security for such representations, warranties,


<PAGE>


covenants and certain other costs.  As a result of a claim made by the
buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     WELLS FARGO CENTER - SOUTH TOWER

     The Wells Fargo Center ("South Tower") operates in the downtown Los
Angeles office market, which has become extremely competitive over the last
several years.  The Partnership expects that the competitive market
conditions in Downtown Los Angeles will continue to 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 have required and are expected to require
substantial expenditures for lease commissions and tenant improvements
prior to occupancy.  This anticipated decline in rental rates, the
anticipated re-leasing time and the costs upon releasing will result in a
decrease in cash flow from operations over the next several years.

     During 1996, the Partnership, the joint venture, and the lenders
reached an agreement to modify the mortgage note and the promissory note
secured by the Partnership's interest in the property.  In conjunction with
the note modifications, the Maguire/Thomas Partners - South Tower LLC 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 eliminated 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, and the Partnership's share of losses in 2000 and 1999 of
approximately $3,112,000 and $3,629,000, respectively, were not recognized.

The Partnership's 1998 share of income for financial reporting purposes
(approximately $464,000) has not been recognized as such income amount is
not considered realizable.  Since the terms of the modified mortgage note
and the amended and restated promissory note 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 "Wells Fargo Center - South Tower" in the Notes
for a further description of these events.

     The lender has had discussions with the Partnership regarding the
lender's rights to realize upon its security under the loan agreement
secured by the Partnership's interest in the limited liability company.
Accordingly, the lender may proceed to foreclose on the Partnership's
interest in the limited liability company in 2001, which would trigger
significant gain with no realizable proceeds.  Such loan and the loan
secured by the property are scheduled to mature in 2003.

     CALIFORNIA PLAZA

     On December 23, 1999, the Partnership, through a joint venture, C-C
California Plaza Partnership (the "Venture"), sold the California Plaza
office building.  Upon closing, the Venture received cash of approximately
$6,800,000 (net of closing costs but before prorations).  The cash was also
net of the repayment of the mortgage loan secured by the property of
approximately $64,100,000.  The terms of the Venture's partnership
agreement generally provided that the unaffiliated venture partner did not
participate in any sale proceeds until (i) the Partnership's cumulative
preferred return, as defined, had been satisfied and (ii) the Partnership
received up to an additional $20,000,000 in sale proceeds.  Therefore, the


<PAGE>


Partnership was entitled to and received all of the proceeds from the sale
of the property.  Additionally, in connection with the sale of the
property, the Venture received the balance (approximately $3,400,000) in a
reserve account that had been controlled by the mortgage lender for the
payment of future costs, including tenant improvements, leasing commissions
and capital improvements for the property.  The terms of the Venture's
partnership agreement generally provided that net cash receipts would be
distributed to the Partnership until the Partnership's cumulative preferred
return, as defined, had been satisfied.  Under these terms, the Partnership
also received the funds refunded from the reserve account.  As is customary
in such transactions, the Venture had agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on December 25, 2000 with no liability to the Partnership.  The property
had been classified as held for sale or disposition as of December 31,
1996, and therefore, had not been subject to continued depreciation.
Reference is made to the discussion of California Plaza in the Notes for a
further description of such sale.

     JMB/125

     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 had majority or controlling interests in six office buildings
in New York, New York and Boston, Massachusetts.  The convertible note
interest was collected in 1997.  In December 1998, the limited partnership
interests were sold back to the reorganized entity for $118,642 resulting
in recognition of gain for financial reporting purposes, of which the
Partnership's share was $81,612.  Reference is made to the discussion of
JMB/125 in the Notes.

     NEWPARK ASSOCIATES

     Pursuant to a liquidation agreement dated November 13, 1998,
JMB/NewPark and its venture partner dissolved NewPark Associates and
distributed all of its assets to the partners.  On November 18, 1998,
JMB/NewPark sold its interest in the net assets of the NewPark Mall to the
joint venture partner for $16,000,000, of which the Partnership's share was
$14,400,000.

     260 FRANKLIN

     On January 2, 1998, 260 Franklin through a trust disposed of the land,
building and related improvements of the 260 Franklin Street Building.  260
Franklin transferred title to the land, building and improvements, and all
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan and receipt of $200 in cash.  Reference is
made to the discussion of 260 Franklin in the Notes for a further
description of such transfer.

     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.



<PAGE>


     The Partnership's and its ventures' obligations generally are separate
non-recourse loans secured individually by the investment properties and
are not obligations of the entire investment portfolio, and the Partnership
and its ventures are not personally liable for the payment of the
indebtedness.  The Partnership does not intend to commit any significant
additional funds to either the Wells Fargo Center - South Tower or the
Piper Jaffray Tower.

     Although the Partnership expects to make minimal future cash
distributions, aggregate distributions received by Holders of Interests
over the entire term of the Partnership will be substantially less than
one-third of their original investment.  However, in connection with sales
or other dispositions (including transfers to lenders) of properties (or
interests therein) owned by the Partnership or its ventures, 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.  In particular, the Piper Jaffray Tower and Wells Fargo
Center - South Tower investment properties have high levels of debt secured
by each property and provide no cash flow to the Partnership.  While loan
and joint venture modifications have been obtained that enable the
Partnership to retain an ownership interest in these properties, the
Partnership does not expect to receive any proceeds from operations or
sales of either of these properties.  However, upon disposition of these
properties or the Partnership's interest therein, the Partnership, and
therefore, the Holders of Interests, will recognize a substantial amount of
taxable income with no distributable proceeds.  For certain Holders of
Interests, such taxable income may be offset by their suspended passive
activity losses (if any).  Each Holder's tax consequences will depend on
such Holder's own tax situation.  As discussed above, it is currently
expected that title to the Piper Jaffray Tower will be transferred to the
lender in April 2001.

RESULTS OF OPERATIONS

     Significant fluctuations in the accompanying consolidated financial
statements are primarily due to the acquisition by JMB/900 of the interests
of the FDIC and the unaffiliated venture partners in Progress Partners in
March 1999 (resulting in the consolidation of JMB/900), the sale of the 900
Third Avenue office building in November 1999, the sale of the California
Plaza office building in December 1999 and the sale of the 260 Franklin
Street Building in January 1998.

     The decrease in cash and cash equivalents at December 31, 2000 as
compared to December 31, 1999 is primarily due to distributions in February
and August 2000 of cash flow from sales and operations of approximately
$57,641,000 and $4,434,000, respectively, to the Holders of Interests and
approximately $739,000 and $185,000, respectively, to the General Partners
and the payment of management fees to the Corporate General Partner of
approximately $1,540,000 related to such distributions.  Additionally, such
decrease and the related decrease in venture partner's subordinated equity
in venture is due to the distribution made by JMB/900, in February 2000, of
approximately $26,400,000 to Carlyle-XIV, representing its share of sales
proceeds and cash flow generated from the operations of the 900 Third
Avenue Office Building.

     The decrease in interest, rents and other receivables at December 31,
2000 as compared to December 31, 1999 is primarily due to a lower average
cash balance available for investment as a result of the distributions
discussed above.

     The decrease in escrow deposits at December 31, 2000 as compared to
December 31, 1999 is primarily due to the release of a portion of the
escrow account in the amount of approximately $1,800,000 related to the
sale of the 900 Third Avenue Office Building upon the expiration on
September 15, 2000 of the representations, warranties and covenants related
to such sale, as discussed above.



<PAGE>


     The decrease in accounts payable at December 31, 2000 as compared to
December 31, 1999 is primarily due to the repayments to an affiliate of the
General Partners of advances previously made.  Additionally, the decrease
and related other income for the year ended December 31, 2000 is due to the
release of the obligation to pay certain management and leasing fees
related to the 260 Franklin investment property.

     The decrease in the liability investment in unconsolidated ventures,
at equity at December 31, 2000 as compared to December 31, 1999 and the
related increase in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 2000 as compared to the year ended
December 31, 1999 is primarily due to the cessation of the recording of
depreciation from July 1, 2000 as a result of the Piper Jaffray Tower being
reclassified as held for sale or disposition as of that date.
Additionally, such increase is also due to the write off of certain
deferred management fees at the Piper Jaffray Tower, as discussed above.

     The increase in long-term debt at December 31, 2000 as compared to
December 31, 1999 is primarily due to the interest accrual on the
promissory note secured by the Partnership's interest in the limited
liability company that owns the Wells Fargo Center - South Tower.

     The decrease in interest income for the year ended December 31, 2000
as compared to the year ended December 31, 1999 is primarily due to a lower
average cash balance available for investment due to the distributions
discussed above.

     The decrease in other income for the year ended December 31, 1999 as
compared to the same period in 1998 is primarily due to a collection of
demand notes related to the 21900 Burbank Boulevard Building in 1998.

     The management fees to Corporate General Partner for the years ended
December 31, 2000 and 1998 are due to the Partnership's payments of
distributions from operational cash flow in 2000 and 1998, a portion of
which are earned by the Corporate General Partner as partnership management
fees.

     The decrease in Partnership's share of operations from unconsolidated
venture for the year ended December 31, 1999 as compared to the year ended
December 31, 1998 is due to the allocation of additional losses to the
Partnership because the Piper Jaffray Tower was no longer classified as
held for sale at June 30, 1999, an adjustment was made to record
depreciation from prior periods and the recording of continued depreciation
from July 1, 1999 until June 30, 2000.  Additionally, such decrease is due
to the acquisition by JMB/900 of the interests of the FDIC and unaffiliated
venture partners in March 1999, which resulted in the consolidation of
JMB/900.  This amount is partially offset by the decrease in assessed value
of the Piper Jaffray Tower, which resulted in lower real estate tax expense
being incurred by the property.

     The gain on sale for the year ended December 31, 1999 relates to the
recognition of gain from the sale of the California Plaza and 900 Third
Avenue office buildings of $23,089,381 and $36,233,307, respectively, in
1999.  The gain on sale or disposition of investment property for the year
ended December 31, 1998 relates to the recognition of gain from the sale of
the 260 Franklin Street Building.

     The gain on sale of interests in unconsolidated ventures for the year
ended December 31, 1998 relates to the recognition of $7,656,304 of gain
from the liquidation of the NewPark joint venture and the sale through
JMB/NewPark of the Partnership's interest in NewPark Mall, recognition of
$3,006,762 of deferred gain from the sale of JMB/Owing's interest in the
Owings Mills Limited Partnership and recognition of $81,612 of gain
relating to the investment in 125 Broad from the sale of limited
partnership interests.



<PAGE>


     The extraordinary items - prepayment penalties and the write-off of
deferred mortgage expense for the year ended December 31, 1999 resulted
from the sale of the 900 Third Avenue office building in 1999.

     The extraordinary item - gain on forgiveness of indebtedness of
$17,451,802 for the year ended December 31, 1998 represents the interest
waived by the lender pursuant to a loan modification agreement for the debt
secured by the 260 Franklin Street building in January 1998.

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.

     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.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Partnership has identified interest rate changes as a potential
market risk.  However, as the Partnership's long-term debt bears interest
at fixed rates, the Partnership does not believe that it is exposed to
market risk relating to interest rate changes.



<PAGE>


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, 2000 and 1999

Consolidated Statements of Operations, years ended December 31,
  2000, 1999 and 1998

Consolidated Statements of Partners' Capital Accounts (Deficits),
  years ended December 31, 2000, 1999 and 1998

Consolidated Statements of Cash Flows, years ended December 31,
  2000, 1999 and 1998

Notes to Consolidated Financial Statements


Schedules not filed:

     All schedules have been omitted as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.




<PAGE>














                       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.  These consolidated financial
statements are the responsibility of the General Partners of the
Partnership.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

     We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  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, 2000 and 1999, and the results of their operations and their
cash flows for each of the years in the three-year period ended
December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.









                                             KPMG LLP


Chicago, Illinois
March 26, 2001



<PAGE>


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

                                            CONSOLIDATED BALANCE SHEETS

                                            DECEMBER 31, 2000 AND 1999

                                                      ASSETS
                                                      ------
<CAPTION>
                                                                                 2000               1999
                                                                             ------------       -----------
<S>                                                                         <C>                <C>
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .     $  9,919,212        98,865,495
  Interest, rents and other receivables  . . . . . . . . . . . . . . . .           68,155           394,084
  Current portion of note receivable . . . . . . . . . . . . . . . . . .           67,582            48,913
  Escrow deposits and restricted securities. . . . . . . . . . . . . . .          199,992         2,000,000
                                                                             ------------      ------------

          Total current assets . . . . . . . . . . . . . . . . . . . . .       10,254,941       101,308,492
                                                                             ------------      ------------

Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .           34,751            34,751
Long-term portion of note receivable . . . . . . . . . . . . . . . . . .           87,974           159,196
                                                                             ------------      ------------

                                                                             $ 10,377,666       101,502,439
                                                                             ============      ============



<PAGE>


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

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

                                                                                 2000               1999
                                                                             ------------       -----------
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .     $     48,882         1,972,411
                                                                             ------------      ------------
          Total current liabilities. . . . . . . . . . . . . . . . . . .           48,882         1,972,411

Investment in unconsolidated ventures, at equity . . . . . . . . . . . .        7,570,155         8,435,965
Long-term debt, less current portion . . . . . . . . . . . . . . . . . .       69,550,819        62,608,944
                                                                             ------------      ------------
Commitments and contingencies

          Total liabilities. . . . . . . . . . . . . . . . . . . . . . .       77,169,856        73,017,320

Venture partner's equity in venture. . . . . . . . . . . . . . . . . . .          895,639        27,066,809

Partners' capital accounts (deficits):
  General partners:
      Capital contributions. . . . . . . . . . . . . . . . . . . . . . .           20,000            20,000
      Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . .      (19,645,716)      (19,401,437)
      Cumulative cash distributions. . . . . . . . . . . . . . . . . . .       (2,369,609)       (1,445,867)
                                                                             ------------      ------------
                                                                              (21,995,325)      (20,827,304)
                                                                             ------------      ------------


<PAGE>


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

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

                                                                                 2000               1999
                                                                             ------------       -----------

  Limited partners:
      Capital contributions, net of offering costs . . . . . . . . . . .      384,978,681       384,978,681
      Cumulative net losses. . . . . . . . . . . . . . . . . . . . . . .     (301,976,690)     (296,114,002)
      Cumulative cash distributions. . . . . . . . . . . . . . . . . . .     (128,694,495)      (66,619,065)
                                                                             ------------      ------------
                                                                              (45,692,504)       22,245,614
                                                                             ------------      ------------
          Total partners' capital accounts (deficits). . . . . . . . . .      (67,687,829)        1,418,310
                                                                             ------------      ------------
                                                                             $ 10,377,666       101,502,439
                                                                             ============      ============


























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


<PAGE>


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

                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                   YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                               2000             1999              1998
                                                          -------------     ------------      ------------
<S>                                                      <C>               <C>               <C>
Income:
  Rental income. . . . . . . . . . . . . . . . . . . .     $    471,424       29,713,546         9,443,662
  Interest income. . . . . . . . . . . . . . . . . . .        1,528,785        2,069,396         1,134,194
  Other income . . . . . . . . . . . . . . . . . . . .        1,057,092           55,000           881,537
                                                           ------------      -----------       -----------
                                                              3,057,301       31,837,942        11,459,393
                                                           ------------      -----------       -----------
Expenses:
  Mortgage and other interest. . . . . . . . . . . . .        6,939,426       20,145,840        12,673,336
  Property operating expenses. . . . . . . . . . . . .          455,635       12,388,914         3,655,197
  Professional services. . . . . . . . . . . . . . . .          326,054          364,194           425,684
  Amortization of deferred expenses. . . . . . . . . .            --             989,815           502,570
  Management fees to corporate general partner . . . .        1,539,569            --              708,497
  General and administrative . . . . . . . . . . . . .          554,499        1,061,170           945,715
                                                           ------------      -----------       -----------
                                                              9,815,183       34,949,933        18,910,999
                                                           ------------      -----------       -----------
                                                             (6,757,882)      (3,111,991)       (7,451,606)
Partnership's share of income (loss) from
  operations of unconsolidated ventures. . . . . . . .          890,810       (2,339,353)        2,976,512
Venture partners' share of ventures' operations. . . .         (239,895)      (2,470,331)          414,242
                                                           ------------      -----------       -----------
          Earnings (loss) before gains on sale
            or disposition of investment
            properties . . . . . . . . . . . . . . . .       (6,106,967)      (7,921,675)       (4,060,852)

Gains on sale or disposition of investment
  properties, net of venture partner's share
  of gain of $18,090,923 in 1999 . . . . . . . . . . .            --          59,322,688        23,212,184
Gains on sale of interests in unconsolidated
  ventures . . . . . . . . . . . . . . . . . . . . . .            --               --           10,744,678
                                                           ------------      -----------       -----------



<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                              2000              1999              1998
                                                          -------------     ------------      ------------
          Earnings (loss) before extra-
            ordinary items . . . . . . . . . . . . . .       (6,106,967)      51,401,013        29,896,010

Extraordinary items:
  Prepayment penalties and deferred mortgage
    expense on retirement of long-term debt,
    net of venture partner's share of
    $1,994,382 . . . . . . . . . . . . . . . . . . . .            --          (3,989,364)            --
  Gain on forgiveness of indebtedness. . . . . . . . .            --               --           17,451,802
                                                           ------------      -----------       -----------
          Net earnings (loss). . . . . . . . . . . . .     $ (6,106,967)      47,411,649        47,347,812
                                                           ============      ===========       ===========

          Net earnings (loss) per limited
            partnership interest:
              Earnings (loss) before gains on sale
                or disposition of investment
                properties . . . . . . . . . . . . . .     $     (13.25)          (17.14)            (8.79)
              Net gains on sale or disposition of
                investment properties. . . . . . . . .            --              132.40             51.81
              Gains on sale or disposition of
                interests in unconsolidated
                ventures . . . . . . . . . . . . . . .            --               --                23.98
              Extraordinary items. . . . . . . . . . .            --               (8.90)            38.95
                                                           ------------      -----------       -----------
                                                           $     (13.25)          106.36            105.95
                                                           ============      ===========       ===========








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


<PAGE>


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

                           CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                     YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<CAPTION>
                                GENERAL PARTNERS                                 LIMITED PARTNERS
            -----------------------------------------------------  ---------------------------------------------------
                                                                   CONTRI-
                                                                   BUTIONS,
                         NET                                       NET OF       NET
            CONTRI-    EARNINGS       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,
 1997. . . .$20,000  (19,989,556)   (1,020,769)  (20,990,325)  384,978,681 (390,285,344)   (42,075,027)  (47,381,690)

Net earnings
 (loss). . .  --         351,653         --          351,653         --      46,996,159          --       46,996,159
Cash distri-
 butions
 ($40.33 per
 limited
 partnership
 interest) .  --           --         (425,098)     (425,098)        --           --       (17,890,328)  (17,890,328)
            -------  -----------     ---------   -----------   ----------- ------------   ------------   -----------
Balance
 (deficit)
 Decem-
 ber 31,
 1998. . . . 20,000  (19,637,903)   (1,445,867)  (21,063,770)  384,978,681 (343,289,185)   (59,965,355)  (18,275,859)

Net earnings
 (loss). . .   --        236,466         --          236,466         --      47,175,183          --       47,175,183
Cash distri-
 butions
 ($15.00 per
 limited
 partnership
 interest) .   --          --            --            --            --           --        (6,653,710)   (6,653,710)
            -------  -----------     ---------   -----------   ----------- ------------   ------------   -----------



<PAGE>


                                     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                                       NET OF       NET
            CONTRI-    EARNINGS       CASH                        OFFERING    EARNINGS        CASH
            BUTIONS     (LOSS)    DISTRIBUTIONS      TOTAL         COSTS       (LOSS)     DISTRIBUTIONS      TOTAL
            -------   ----------  -------------   -----------   ----------- -----------   -------------   -----------

Balance
 (deficit)
 Decem-
 ber 31,
 1999. . . . 20,000  (19,401,437)   (1,445,867)  (20,827,304)  384,978,681 (296,114,002)   (66,619,065)   22,245,614

Net earnings
 (loss). . .   --       (244,279)        --         (244,279)        --      (5,862,688)         --       (5,862,688)
Cash distri-
 butions
 ($140.00 per
 limited
 partnership
 interest) .   --          --         (923,742)     (923,742)        --           --       (62,075,430)  (62,075,430)
            -------  -----------     ---------   -----------   ----------- ------------   ------------   -----------
Balance
 (deficit)
 Decem-
 ber 31,
 2000. . . .$20,000  (19,645,716)   (2,369,609)  (21,995,325)  384,978,681 (301,976,690)  (128,694,495)  (45,692,504)
            =======  ===========    ==========   ===========   =========== ============   ============   ===========









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


<PAGE>


<TABLE>
                                   CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                              (A LIMITED PARTNERSHIP)
                                             AND CONSOLIDATED VENTURES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                               2000             1999              1998
                                                           ------------      -----------       -----------
<S>                                                       <C>               <C>               <C>
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . . . . . . .     $ (6,106,967)      47,411,649        47,347,812
  Items not requiring (providing) cash or
   cash equivalents:
    Cash generated by investment property prior
      to acquisition of venture partner's interest . .            --          (1,320,717)            --
    Amortization of deferred expenses. . . . . . . . .            --             849,903           502,570
    Long-term debt - deferred accrued interest . . . .        6,941,875        8,489,873         8,217,491
    Partnership's share of (income) loss from
      operations of unconsolidated ventures. . . . . .         (890,810)       2,339,353        (2,976,512)
    Venture partners' share of ventures'
      operations, gain on sale or disposition
      of investment properties and
      extraordinary items. . . . . . . . . . . . . . .          239,895       18,566,872          (414,242)
    Total gain on sale or disposition of
      investment properties. . . . . . . . . . . . . .            --         (77,413,611)      (23,212,184)
    Total gain on sale of interests in uncon-
      solidated ventures . . . . . . . . . . . . . . .            --               --          (10,744,678)
    Extraordinary items including venture
      partner's share. . . . . . . . . . . . . . . . .            --             161,128       (17,451,802)
  Changes in:
    Interest, rents and other receivables. . . . . . .          325,929        1,116,433          (320,709)
    Current portion of note receivable . . . . . . . .          (18,669)          14,828           (63,741)
    Prepaid expenses . . . . . . . . . . . . . . . . .            --           1,323,456             --
    Escrow deposits and restricted securities. . . . .        1,800,008       11,614,900          (499,772)
    Other restricted securities. . . . . . . . . . . .            --               --              131,318
    Accrued rents receivable, net. . . . . . . . . . .            --           1,213,533           798,484
    Deferred expenses. . . . . . . . . . . . . . . . .            --             230,376             --
    Long-term portion of note receivable . . . . . . .           71,222           22,432          (181,628)
    Accounts payable . . . . . . . . . . . . . . . . .       (1,923,529)      (1,099,354)         (846,730)
    Accrued interest payable . . . . . . . . . . . . .            --            (680,634)         (413,804)
    Other current liabilities. . . . . . . . . . . . .            --            (639,554)            --
    Deferred income. . . . . . . . . . . . . . . . . .            --            (532,623)         (491,653)
    Tenant security deposits . . . . . . . . . . . . .            --          (1,304,500)          (82,601)
    Other liabilities. . . . . . . . . . . . . . . . .            --            (430,429)          140,001
                                                           ------------      -----------       -----------
          Net cash provided by (used in)
            operating activities . . . . . . . . . . .          438,954        9,933,314          (562,380)
                                                           ------------      -----------       -----------


<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                2000            1999              1998
                                                            -----------      -----------       -----------
Cash flows from investing activities:
  Cash acquired at acquisition of venture
    partner's interest in investment property. . . . .            --           4,872,012             --
  Additions to investment properties,
    excluding amounts from escrow deposits
    and restricted securities. . . . . . . . . . . . .            --            (794,369)         (558,194)
  Partnership's distributions from
    unconsolidated ventures. . . . . . . . . . . . . .           25,000            --           21,500,873
  Partnership's contributions to
    unconsolidated ventures. . . . . . . . . . . . . .            --          (9,223,900)         (296,983)
  Cash proceeds from sale or disposition of
    investment properties. . . . . . . . . . . . . . .            --         228,058,000               200
  Payment of deferred expenses . . . . . . . . . . . .            --            (735,988)         (106,167)
  Payment to venture partner for acquisition
    of interest. . . . . . . . . . . . . . . . . . . .            --          (2,500,000)            --
                                                           ------------      -----------       -----------
          Net cash provided by (used in)
            investing activities . . . . . . . . . . .           25,000      219,675,755        20,539,729
                                                           ------------      -----------       -----------
Cash flows from financing activities:
  Principal payments on long-term debt . . . . . . . .            --            (484,131)            --
  Payoff of mortgage loans . . . . . . . . . . . . . .            --        (150,708,423)            --
  Principal payments on notes payable. . . . . . . . .            --               --              (70,701)
  Venture partners' contributions to venture . . . . .            --             104,500           453,039
  Distributions to venture partners. . . . . . . . . .      (26,411,065)           --              (38,797)
  Distributions to general partners. . . . . . . . . .         (923,742)           --             (425,098)
  Distributions to limited partners. . . . . . . . . .      (62,075,430)      (6,653,710)      (17,890,328)
                                                           ------------      -----------       -----------
         Net cash provided by (used in)
           financing activities  . . . . . . . . . . .      (89,410,237)    (157,741,764)      (17,971,885)
                                                           ------------      -----------       -----------
         Net increase (decrease) in cash and
           cash equivalents. . . . . . . . . . . . . .      (88,946,283)      71,867,305         2,005,464
         Cash and cash equivalents,
           beginning of year . . . . . . . . . . . . .       98,865,495       26,998,190        24,992,726
                                                           ------------      -----------       -----------
         Cash and cash equivalents,
           end of year . . . . . . . . . . . . . . . .     $  9,919,212       98,865,495        26,998,190
                                                           ============      ===========       ===========



<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                2000            1999              1998
                                                            -----------      -----------       -----------
Supplemental disclosure of cash flow
 information:
  Cash paid for mortgage and other interest. . . . . .      $     --          12,336,601         4,869,649
                                                            ===========      ===========       ===========
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of
      interests in ventures. . . . . . . . . . . . . .      $     --               --           10,744,678
                                                            ===========      ===========       ===========
    Sale or disposition of investment properties:
      Purchase price of mortgage loan. . . . . . . . .      $     --               --           74,891,213
      Discharge of mortgage loan . . . . . . . . . . .            --               --          (74,891,013)
                                                            -----------      -----------       -----------
          Cash proceeds from sale or disposition
            of investment properties, net of
            selling expenses . . . . . . . . . . . . .      $     --               --                  200
                                                            ===========      ===========       ===========
    Accrued interest forgiven by lender
      on sale of property. . . . . . . . . . . . . . .      $     --               --           17,451,802
                                                            ===========      ===========       ===========



















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


<PAGE>


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

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     DECEMBER 31, 2000, 1999 AND 1998


OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership currently holds (through joint ventures) an equity
investment in two office buildings.  Business activities have consisted of
rentals to a variety of commercial and retail companies, and the ultimate
sale or disposition of the Partnership's real estate.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned ventures, 260 Franklin
Street Associates ("260 Franklin") (prior to the sale in January 1998); C-C
California Plaza Partnership ("Cal Plaza") (prior to the sale in December
1999) and effective in March 1999, Progress Partners due to JMB/900's
purchase of the unaffiliated venture partners' interests in Progress
Partners (then sold in November 1999).  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") (prior to March 1999 acquisition as mentioned above);
JMB/Owings Mills Associates ("JMB/Owings") (sold June 30, 1993);
JMB/NewPark Associates, ("JMB/NewPark") (sold November 18, 1998); and
Carlyle-XV Associates, L.P., which owned 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.  In December 1998, JMB/125 was terminated.

     Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower as discussed below, the Partnership has ceased loss
recognition relative to its real estate investment and has reversed those
previously recognized losses that the Partnership is no longer obligated to
fund, which was reflected as income from restructuring in 1996 in the
Partnership's share of income from operations of unconsolidated ventures.
The Partnership has no future funding obligation for its investment in
Wells Fargo Center - South Tower.  Accordingly, the Partnership has
discontinued the application of the equity method of accounting, and
additional losses from the investment in Wells Fargo Center - South Tower
will not be recognized.

     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 accounting principles generally accepted in the
United States of America ("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, 2000 and 1999:




<PAGE>


<TABLE>
<CAPTION>

                                                        2000                               1999
                                           ----------------------------      ------------------------------
                                                              TAX BASIS                          TAX BASIS
                                          GAAP BASIS         (UNAUDITED)     GAAP BASIS         (UNAUDITED)
                                         ------------       -----------     ------------        ----------
<S>                                     <C>                <C>             <C>                 <C>
Total assets . . . . . . . . . . . .     $ 10,377,666        68,720,190      101,502,439       134,337,244

Partners' capital accounts
  (deficit):
    General partners . . . . . . . .      (21,995,325)       (7,800,732)     (20,827,304)       (6,720,327)
    Limited partners . . . . . . . .      (45,692,504)        2,435,710       22,245,614        68,271,070

Net earnings (loss):
    General partners . . . . . . . .         (244,279)         (156,663)         236,466         3,701,665
    Limited partners . . . . . . . .       (5,862,688)       (3,759,930)      47,175,183        66,049,076

Net earnings (loss) per
  limited partnership
  interest . . . . . . . . . . . . .           (13.25)            (8.48)          106.36            148.91
                                         ============      ============      ===========       ===========
</TABLE>


<PAGE>


     The net earnings (loss) per limited partnership interest ("Interest")
is based upon the 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 to the General Partners and Holders of Interests.

     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 $9,770,000 and
$96,000,000 at December 31, 2000 and 1999, 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.

     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.  Due
to this, approximately $130,000 and $16,000 representing such withholding
was remitted to the state of Maryland on behalf of the Holders of Interest
in 1999 and 1998, respectively.

     The Partnership 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 the 300 E. Lombard
Building and in 1993 sold the remaining 38% of its interest in the 300 E.
Lombard Building.  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
through the JMB/125 venture, assigned its interest in the 125 Broad Street


<PAGE>


Building 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.  In January
1997, the lender realized upon its security interest in the Springbrook
Shopping Center.  In December 1997, the Partnership sold the RiverEdge
Place office building.  In January 1998, the Partnership, through 260
Franklin Street Associates, disposed of the 260 Franklin Street Building.
In November 1998, the Partnership, through the NewPark Associates venture,
sold the NewPark Mall.  In November 1999, the Partnership, through JMB/900,
sold the 900 Third Avenue office building.  In December 1999, the
Partnership, through C-C California Plaza Partnership sold the California
Plaza office building.  The two remaining properties owned at December 31,
1999 were completed and operating.

    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.  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 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.

     The results of operations for consolidated properties classified as
held for sale or disposition as of December 31, 2000 or sold or disposed of
during the past three years were $653,832, $2,111,998 and $75,736,
respectively, for the years ended December 31, 2000, 1999 and 1998.  In
addition, the accompanying consolidated financial statements include for
the years ended December 31, 2000, 1999 and 1998, $890,810, $(2,420,987)
and $2,864,907, respectively, as the Partnership's share of property
operations of $1,781,621, $(5,094,806) and $3,579,605 of unconsolidated
properties held for sale or disposition as of December 31, 2000, or sold or
disposed of in the past three years.



<PAGE>


     The Partnership has adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information."  The Partnership defines each of
its property investments as an individual operating segment and has
determined such property investments exhibit substantially identical
economic characteristics and meet the other criteria specified by SFAS
No. 131, which permits the property investments to be aggregated into one
reportable segment.  The Partnership assesses and measures operating
results based on net operating income (rental income less property
operating expenses).  With the exception of interest income, professional
services and general and administrative expenses, substantially all other
components of net earnings (loss) of the Partnership relate to property
investments.  With the exception of cash and cash equivalents,
substantially all other assets of the Partnership relate to property
investments.

     Maintenance and repair expenses are charged to operations as incurred.

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

     Certain amounts in the 1999 consolidated financial statements have
been reclassified to conform with the 2000 presentation.

VENTURE AGREEMENTS - GENERAL

     The Partnership at December 31, 2000 is a party to four operating
joint venture agreements.  Pursuant to such agreements, the Partnership
made initial capital contributions of approximately $98,145,000 (before
legal and other acquisition costs and its share of operating deficits as
discussed below).  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 make additional cash
contributions to certain of the ventures.  The four joint venture
agreements (JMB/Piper, JMB/Piper II, JMB/900 and South Tower) are, directly
or indirectly, with Carlyle Real Estate Limited Partnership-XIV ("C-XIV") a
partnership sponsored by the Corporate General Partner or its affiliates.
These four joint ventures have entered into a total of four property joint
venture agreements.

     The Partnership acquired, through the above ventures, interests in
three office buildings, including the 900 Third Avenue office building
prior to its sale in November 1999.  The venture properties have been
financed under various long-term debt arrangements as described below.

     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.

INVESTMENT PROPERTIES

     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, 1997, the Partnership had
received cash payments totalling $1,910,937 and scheduled payments were
delinquent in the amount of $414,063.  During 1998, $23,748 was received as


<PAGE>


final settlement for one of the promissory notes and the remaining amount
of $224,690 was written off.  During 1999, $55,000 was received as a final
settlement on the remaining promissory note and the remaining amount of
$110,625 was written off.  The Partnership has recognized revenue on the
settlement to the extent of the cash collected.

     CALIFORNIA PLAZA

     In December 1993, an agreement was reached with the lender to modify
the mortgage loan by reducing the pay rate.  The loan modification reduced
the monthly payments to $384,505, effective with the March 1, 1993 payment,
and extended the maturity date to January 1, 2000 when the unpaid balance
of principal and interest was 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 required
monthly net cash flow to be escrowed (as defined).  A portion of such funds
were reserved for the payment of deferred interest and principal on the
mortgage loan.

     On December 23, 1999, the Partnership, through a joint venture, C-C
California Plaza Partnership (the "Venture"), sold the California Plaza
office building.  Upon closing, the Venture received cash of $6,754,665
(net of closing costs but before prorations).  The cash was also net of the
repayment of the mortgage loan secured by the property of approximately
$64,100,000.  The terms of the Venture's partnership agreement generally
provided that the unaffiliated venture partner did not participate in any
sale proceeds until (i) the Partnership's cumulative preferred return, as
defined, had been satisfied and (ii) the Partnership received up to an
additional $20,000,000 in sale proceeds.  Therefore, the Partnership was
entitled to and received all of the proceeds from the sale of the property.

Additionally, in connection with the sale of the property, the Venture
received the balance of cash receipts (approximately $3,400,000) in a
reserve account that had been controlled by the mortgage lender for the
payment of future costs, including tenant improvements, leasing commissions
and capital improvements for the Property.  The terms of the Venture's
partnership agreement generally provided that net cash receipts would be
distributed to the Partnership until the Partnership's cumulative preferred
return, as defined, had been satisfied.  Therefore, the Partnership also
received the funds released from the reserve account.

     The property had been classified as held for sale or disposition as of
December 31, 1996, and therefore, had not been subject to continued
depreciation after such date.  As a result of this sale, the Venture
recognized a gain of $23,089,381 and $49,334,171 for financial reporting
and Federal income tax purposes, respectively.  The Partnership's share of
such items was $23,089,381 and $29,545,904, respectively.  As is customary
in such transactions, the Venture had agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on December 25, 2000, with no liability to the Partnership.

     In 1998, the venture reached a settlement agreement with a former
tenant and accepted a promissory note in the principal amount of $275,000
with payments of principal and interest amortized over five years.  The
Partnership assumed the rights to the note upon the sale of the California
Plaza office building.  As of December 31, 2000, the outstanding balance of
the note receivable was $155,556 which is included in current portion of
note receivable and long-term portion of note receivable.  The Partnership
is currently discussing with the former tenant an early payoff of this
promissory note.  However, there can be no assurance that any agreement can
be reached.



<PAGE>


     PIPER JAFFRAY TOWER

     In 1984, the Partnership with C-XIV acquired, through JMB/Piper, 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 C-XIV, acquired the developer's interest in the OB Joint
Venture, which owns a fee interest in the land underlying the office
building.  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 $147,000,000 at December 31,
2000 and 1999.  Due to the unlikely ability of Piper to pay such loan,
JMB/Piper ceased accruing interest on the loan effective January 1, 2000.

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

     The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender was essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.

During 2000 (prior to the default), 1999 and 1998, no such cash flow was
generated.  As of December 31, 2000, aggregate amounts due to the lender
were approximately $107,100,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000 and
$610,000 representing property management fees was deposited and
approximately $970,000 and $260,000 was withdrawn from the escrow account
for certain leasing costs in 2000 and 1999, respectively.  The escrow
balance as of July 20, 2000 was approximately $5,146,000.  Such balance was
applied to the outstanding principal balance of the loan on July 20, 2000,
as a result of the default.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) had
agreed to defer receipt of its management fee and receive the payment
thereof out of the amount available from the escrow account, if any.  As of
July 20, 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the


<PAGE>


Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, the obligation to pay the deferred fees was
released.  As a result, such fees were written off in the third quarter of
2000.

     JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction.  Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
expenses in connection with the transaction, within certain limitations,
the Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation and
appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale, subject to redemption of the property at any
time within six months from the date of such sale.  JMB/Piper currently
expects that title to the land and building will transfer to the lender
sometime in April 2001.  Such transfer would result in Piper, JMB/Piper,
and the Partnership, realizing a significant amount of gain for both
financial reporting and Federal income tax purposes in 2001, with no
distributable proceeds from such disposition.  However, there can be no
assurance that such disposition will be completed within the time frame
currently anticipated.

     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 generally allocated 71% to the JMB/Piper and 29% to the
venture partners during 2000, 1999 and 1998.

     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 are to be repaid out of
net proceeds.  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 Piper indicating it was experiencing
financial difficulties and desired to give back a portion or all of its
leased space.  Larkin was also a limited partner with partial interests in
the building and the land under the building.  On January 15, 1992, Piper
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.  The balance of the note
receivable as of December 31, 2000 is $163,567.  It is currently expected
that the lender will assume such note upon the transfer of property to the
lender in April 2001.



<PAGE>


     JMB/Piper's plan to sell or dispose of the Piper Jaffray Tower had
not, as of June 30, 1999 resulted in a sale or disposition.  As a result,
JMB/Piper made an adjustment as of June 30, 1999 to record depreciation
that would have been recognized had the Piper Jaffray Tower not been
considered "held for sale or disposition".  Further, JMB/Piper began
recording depreciation expense for the Piper Jaffray Tower commencing
July 1, 1999.  However, as a result of the default discussed above,
JMB/Piper has reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it is not subject to
continued depreciation beyond such date for financial reporting purposes.

     JMB/900

     In 1984, the Partnership with C-XIV acquired, through JMB/900, an
interest in an existing joint venture ("Progress Partners") which owned 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"), 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.  Prior to the sale of their interests, the partners of Progress
Partners were PPI, JRA and PC-900 (together "Venture Partners") and
JMB/900.

     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.

     Pursuant to the extension of the mortgage loan, prior to the sale of
the property in November 1999, net cash flow (as defined) was paid into an
escrow account controlled by the lender.  The escrow account, including
interest earned thereon, was to be used by Progress Partners for payment of
property taxes and releasing costs associated with leases which expired in
1999 and 2000 (approximately 50% of the building including the Schulte,
Roth & Zabel lease).  The escrow balance at closing of the property sale
was approximately $16,083,000, which was released to Progress Partners upon
the sale of the property discussed below.

     In December, 1997, two of the Venture Partners, JRA and PPI, filed for
bankruptcy in order to prevent the foreclosure of their interests by State
of Maryland Deposit Insurance Fund Corporation ("MDIFC").  Since the
bankruptcy filing, an affiliate of PPI effected a settlement with MDIFC by
purchasing its claims.  JMB/900 pursued certain claims against the Venture
Partners in the bankruptcy forum and sought to either foreclose on or buy-
out the interests of the Venture Partners in Progress Partners, or to
otherwise dispose of those interests pursuant to a bankruptcy plan.  The
Venture Partners asserted claims against Progress Partners and JMB/900
including claims for unpaid Guaranteed Payments in the purported amount of
$36 million.  JMB/900 denied that such claims were due and owing.

     In March 1999, JMB/900 entered into a settlement agreement
("Settlement Agreement") with the Venture Partners and a judgment creditor
of JRA and PPI (such judgment creditor, JRA and PPI, are hereinafter
collectively referred to as the "Progress Parties") to resolve outstanding
claims and to place JMB/900 in a position to control and market the 900
Third Avenue Building.  The Settlement Agreement generally provided for the


<PAGE>


settlement and release of all claims and causes of action by and against
JMB/900 and the Progress Parties related to or arising from the joint
venture relationship or the property including, without limitation, any
claims by the Venture Partners to Guaranteed Payments and any claims by
Progress Partners for capital contributions from JMB/900.  Under the
Settlement Agreement and related transactions, JMB/900 and an affiliate
acquired all of the right, title and interest of the Progress Parties in
the property, Progress Partners and PC-900 and resolved all outstanding
litigation in exchange for a total payment of $16.0 million, $13.5 million
of which was paid at closing of the Settlement Agreement with the remaining
$2.5 million paid upon the sale of the property as discussed below.  In a
related agreement and for the payment of $300,000 and the release of
various claims, certain litigation and claims by and between the FDIC and
JMB/900 were resolved and dismissed.  As part of the settlement, the
limited partnership interests in PC-900 were assigned to 14-15 Office
Associates, L.P. ("Office Associates"), in which JMB/900 owns a 99% limited
partnership interest.  P-C 900's interest in Progress Partners was then
transferred to JMB/900 and Office Associates, which became the sole
remaining partners in Progress Partners.  Amendments to the joint venture
agreement of Progress Partners were made to effectuate the terms of the
settlement and the substitution of partners.

     In July 1999, JMB/900, through Progress Partners, entered into a
contract to sell the 900 Third Avenue Building to an unaffiliated third
party.  On November 2, 1999, JMB/900 sold the property for approximately
$163,000,000.  Upon closing, JMB/900 received cash from the sale of
approximately $62,300,000 (net of closing costs but before prorations).
The cash received is also net of the repayment of the mortgage loan secured
by the property of approximately $87,000,000, a prepayment penalty of
approximately $5,800,000 and the final payment to the Progress Parties
pursuant to the Settlement Agreement of approximately $2,500,000.  As a
result of this sale, JMB/900 recognized a gain of approximately $54,000,000
and $77,000,000 for financial reporting and Federal income tax purposes,
respectively.  The Partnership's share of such items was approximately
$35,900,000 and $51,400,000, respectively.  As is customary in such
transactions, JMB/900 agreed to certain representations, warranties and
covenants with a stipulated survival period, which expired on September 15,
2000.  As required by the sale agreement, Progress Partners had placed
$2,000,000 into an escrow account as security for such representations,
warranties, covenants and certain other costs.  As a result of a claim made
by the buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     As Progress Partners had committed to a plan to sell or dispose of the
property, the 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, has not been subject to
continued depreciation beyond such date for financial reporting purposes.

     WELLS FARGO CENTER - 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-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.



<PAGE>


     The terms of the original South Tower partnership 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 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 were to be distributed 80% to the Partnership and the
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner received the amount of any deficiency in their preferred
return described above plus an amount equal to their "Disposition
Preference" (which, in general, began at $120,000,000 and increased
annually by $8,000,000 to a maximum of $200,000,000).  Any remaining net
sale or refinancing proceeds were to 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.

     In the fourth quarter of 1996, South Tower reached an agreement with
its lender to modify the mortgage note secured by the property, and the
Partnership reached an agreement with its lender to modify the promissory
note secured by the Partnership's interest in South Tower.  In conjunction
with the note modifications, South Tower 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 eliminated 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, and the
Partnership's share of losses in 2000 and 1999 of approximately $3,112,000
and $3,629,000, respectively, were not recognized.  The Partnership's share
of income for financial reporting purposes (approximately $464,000 in 1998)
has not been recognized as such income amount is not considered realizable.

     The mortgage note secured by the property (with a balance, including
accrued interest, of approximately $181,000,000 as of December 31, 2000),
as extended, bears interest at 10% per annum and matures in September,
2003.  All excess cash flow is being escrowed for future tenant
improvements and principal payments.  In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds.



<PAGE>


     As modified, the amended and restated promissory note secured by the
Partnership's interest in the limited liability company, which has an
adjusted principal balance of approximately $40,835,000, and accrued
interest of approximately $28,716,000 at December 31, 2000, is due
September 2003.  The note accrues interest at 17% per annum and requires
payments of cash flow distributed by the limited liability company to the
Partnership from either property operations or sales proceeds as well as a
portion of the property management fee paid to the unaffiliated member in
the limited liability company.  The loan is nonrecourse and secured solely
by the Partnership's interest in the limited liability company.

     The lender has had discussions with the Partnership regarding the
lender's rights to realize upon its security under the loan agreement
secured by the Partnership's interest in the limited liability company.
Accordingly, the lender may proceed to foreclose on the Partnership's
interest in the limited liability company in 2001, which would trigger
significant gain with no realizable proceeds.

     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 included 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 an
affiliate of the venture partners 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.
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.

     In October 1995, the makers of the promissory note payable to JMB/125
filed for protection from creditors under Chapter 11 of the Bankruptcy
Code.  JMB/125, as an unsecured creditor in a bankruptcy reorganization,
received, among other things, limited partnership interests in a
reorganized entity that had majority or controlling interests in six office
buildings in New York, New York and Boston, Massachusetts.  In December
1998, the limited partnership interests were sold back to the reorganized
entity for $118,642 resulting in recognition of gain, of which the
Partnership's share was $81,612, and JMB/125 was terminated.

     JMB/NEWPARK

     Pursuant to a liquidation agreement dated November 13, 1998, JMB/New
Park and the venture partner dissolved NewPark Associates and distributed
all of its assets to the joint venture partners.  On November 18, 1998,
JMB/NewPark sold its interest in the net assets of the NewPark Mall to the
venture partner for $16,000,000 less brokerage commissions and closing
costs of approximately $455,000.  As a result of the sale, the Partnership
recognized a gain for financial reporting purposes of approximately
$7,656,000 in 1998, in part as a result of a previous impairment loss
recognized by the Partnership of $3,780,000.  The Partnership recognized a
gain on sale of approximately $4,781,000 for Federal income tax purposes in
1998.



<PAGE>


     260 FRANKLIN

     On January 2, 1998, 260 Franklin disposed of, through a trust, the
land, building and related improvements of the 260 Franklin Street
Building.  260 Franklin transferred title to the land, building and
improvements, and other assets and liabilities related to the property in
consideration of a discharge of the mortgage loan and receipt of $200 in
cash.  260 Franklin recognized in 1998 gains in the aggregate of
approximately $23,200,000 for financial reporting purposes, in part as a
result of previous impairment losses recognized by the joint venture in
1996 aggregating $17,400,000, and an extraordinary gain on forgiveness of
indebtedness of approximately $17,500,000 for financial reporting purposes,
all of which is included in the consolidated financial statements of the
Partnership.  In addition, 260 Franklin recognized a gain of approximately
$24,400,000 for Federal income tax reporting purposes, of which the
Partnership's share was approximately $17,000,000, with no distributable
proceeds in 1998.  260 Franklin and the Partnership have no future
liability for any representations, warranties or covenants to the purchaser
as a result of the disposal of the property.

     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 owned 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 partnership interest in Owings Mills to an
affiliate of JMB/Owing's 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, JMB/Owings was
relieved of its allocated portion of the debt secured by the property.  The
promissory note (which was secured by a guaranty from an affiliate of the
purchaser and a joint venture partner) bore 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 required 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.  On June 30,
1998, JMB/Ownings collected the remaining principal balance of the purchase
price note of approximately $5,598,000, of which the Partnership's share
was approximately of $2,800,000 and JMB/Ownings was subsequently
terminated.

     The net cash proceeds and gain from sale of the interest were
allocated 50% to the Partnership and 50% to Carlyle Real Estate Limited
Partnership - XVI in accordance with the JMB/Owings 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 was $2,627,427,
attributable to JMB/Owings being relieved of its obligations under the
Owings Mills partnership agreement pursuant to the terms of the sale
agreement.  JMB/Owings had 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").  JMB/Owings recognized $6,048,733 of deferred gain and
$202,547 of interest income for the year ended December 31, 1998 of which
the Partnership's share of deferred gain was $3,028,163 and the
Partnership's share of interest income was $101,273.

LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 2000 and
1999:


<PAGE>


                                                   2000            1999
                                                -----------    -----------
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 . .    $69,550,819     62,608,944
                                                -----------   ------------
     Total debt. . . . . . . . . . . . . . .     69,550,819     62,608,944
     Less current portion
       of long-term debt . . . . . . . . . .          --             --
                                                -----------   ------------
     Total long-term debt. . . . . . . . . .    $69,550,819     62,608,944
                                                ===========   ============

     Included in the above total long-term debt is $28,716,261 and
$21,774,386 for 2000 and 1999, respectively, which represents interest
accrued but not currently payable pursuant to the terms of the note.

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

                    2001 . . . . . . .    $    --
                    2002 . . . . . . .         --
                    2003 . . . . . . .     69,550,819
                    2004 . . . . . . .         --
                    2005 . . . . . . .         --

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 are 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 are
allocated 1% to the General Partners.  The remaining sale or other
disposition profits and losses are allocated to the Holders of Interests.

     The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon 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 an investment property by the Partnership of 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


<PAGE>


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 up to 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 which will be refunded upon
completion of the liquidation of the Partnership.

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 were 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 individuals' obligations, including their obligations
under the notes, were discharged.  Previously, it appeared that the
principals guaranteeing the notes had little or no assets which the
Partnership could pursue for collection and it appeared unlikely that any
further amounts would be collected.  As a matter of prudent accounting
policy, a reserve for uncollectibility for the entire amount had been
recorded for financial reporting purposes.  In July 1998, the Partnership
received final collection, from bankruptcy proceeds, toward the notes in
the amount of $785,998.  Therefore, such amount was recognized in income as
of December 31, 1998.


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, 2000, 1999 and 1998 are as follows:


<PAGE>


                                                               UNPAID AT
                                                              DECEMBER 31,
                              2000        1999       1998        2000
                           ----------    -------   --------   ------------
Management fees to
 corporate general
 partner . . . . . . . . . .$1,539,569     --       708,497         --
Insurance commissions. . . .    7,767      2,739      1,706         --
Reimbursement (at cost)
 for accounting services . .   23,151      2,759     15,520        6,089
Reimbursement (at cost)
 for portfolio manage-
 ment services . . . . . . .   43,329    110,540     74,307        3,701
Reimbursement (at cost)
 for legal services. . . . .   20,197     22,027     15,368        4,389
Reimbursement (at cost)
 for administrative
 charges and other
 out-of-pocket expenses. . .    1,142      --        17,153         --
                           ----------    -------  ---------      --------
                           $1,635,155    138,065    832,551        14,179
                           ==========    =======  =========      ========

     Through November of 1994, certain of the properties owned by the
Partnership's consolidated and unconsolidated ventures were managed by an
affiliate of the Corporate General Partner.  Included in accounts payable
are amounts due to affiliates of $1,732,968 at December 31, 1999 which
consist of management fees and leasing commissions and advances repayable
to affiliates of the General Partners (discussed below).  Payments to
affiliates of the Corporate General Partner for the advances in the amount
of $675,876 were made in February 2000 to reduce the liability.  The
cumulative deferred amounts do not bear interest.  An affiliate of the
General Partners was entitled to payment of property management and leasing
fees relating to 260 Franklin through November 1994.  Pursuant to a loan
modification for the property, property management and leasing fees were
required to be escrowed through December 1995.  Upon the sale of the 260
Franklin Street building, the Partnership recorded a liability for a
prorata share of the unpaid fees.  As of December 31, 2000, the obligation
to pay the remaining $1,057,092 of management and leasing fees was
released.  Such fees were written off as of that date, and are no longer
reflected in the 2000 consolidated balance sheet.

     The affiliate also managed Piper Jaffray Tower prior to December 1994,
and pursuant to the terms of a loan modification, agreed to defer receipt
of its property management fees earned of approximately $1,839,000 (of
which the Partnership's share is approximately $919,500) and receive
payment thereof out of the amount available, if any, from the escrow of the
management fees, which had been required by the lender.  However, in
conjunction with the default under the mortgage loan and the subsequent
appointment of the receiver for the Piper Jaffray Tower, the escrowed funds
were applied to the outstanding principal balance of the mortgage loan, and
the obligation to pay such deferred fees was released.  As a result, such
amounts were written off and are no longer reflected in the unconsolidated
venture's balance sheet at December 31, 2000.

     Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, had provided management services to Erie McClurg Park
Facility (sold in September 1992).  In connection with the sale of Erie
McClurg, a management termination agreement was reached which required the
Partnership to make monthly payments to such company through 2010.  Such
acquisition had no effect on the fees payable by the Partnership under any
existing agreements with such company.  The Partnership disputed the
amounts due under such management termination agreement.  Effective
September 29, 1999, the Partnership and such company executed a new
termination agreement whereby the Partnership agreed to pay a $659,028
termination fee in full satisfaction of all previous and future amounts due


<PAGE>


through 2010 under the original termination agreement.  Such amount was
determined primarily by estimating the future annual payments through
September 2010 to become due to such company under the original termination
agreement and discounting them to a present value at a 10% per annum rate.
At the time the new termination agreement was entered into, officers and
directors of the Corporate General Partner owned in the aggregate an
approximate 5% indirect interest in such company.


INVESTMENT IN UNCONSOLIDATED VENTURES

     Summary financial information for Wells Fargo Center - South Tower,
JMB/Piper and JMB/Piper II JMB/900 (no longer an unconsolidated venture as
of March 1999, the venture partner interest purchase date) for the years
ended 2000 and 1999 follows is as:
                                            2000              1999
                                        ------------      ------------

Current assets . . . . . . . . . . .    $  9,698,405         9,545,029
Current liabilities. . . . . . . . .     (17,413,229)      (15,061,291)
                                        ------------      ------------
    Working capital (deficit). . . .      (7,714,824)       (5,516,262)
                                        ------------      ------------
Other assets . . . . . . . . . . . .      34,542,162        30,904,880
Deferred expenses. . . . . . . . . .       6,623,036         6,723,036
Investment properties, net . . . . .     211,915,769       214,368,430
Other liabilities. . . . . . . . . .        (204,699)          (17,392)
Long-term debt . . . . . . . . . . .    (267,747,093)     (275,359,348)
Venture partners' equity (deficit) .      (1,864,141)        6,693,183
                                        ------------      ------------
    Partnership's capital (deficit).    $(24,449,790)      (22,203,473)
                                        ============      ============
Represented by:
  Invested capital . . . . . . . . .    $111,275,212       111,275,212
  Cumulative distributions . . . . .     (40,508,173)      (40,483,173)
  Cumulative losses. . . . . . . . .     (95,216,829)      (92,995,512)
                                        ------------      ------------
                                        $(24,449,790)      (22,203,473)
                                        ============      ============
Total income . . . . . . . . . . . .    $ 51,131,706        48,783,628
Expenses applicable to
  operating earnings . . . . . . . .      56,204,699        66,346,587
                                        ------------      ------------
Net earnings (loss). . . . . . . . .    $ (5,072,993)      (17,562,959)
                                        ============      ============

     Total income and net income (loss) for 2000 includes income of
$5,394,954 related to the write off of deferred property management fees at
the Piper Jaffray Tower.

     The total income, expenses applicable to operating earnings and net
earnings (loss) for the above ventures for the year ended December 31, 1998
were $48,783,628, $66,346,587 and $(17,562,959), respectively.

     During 1996, as a result of the restructuring at Wells Fargo Center -
South Tower, the Partnership reversed previously recognized losses from the
unconsolidated venture.  The Partnership's capital (deficit) in Wells Fargo
Center - South Tower differs from its investment in the unconsolidated
venture as reflected in the accompanying financial statements due to the
Partnership's 1996 reversal of previously recognized losses.  The
Partnership's shares of loss (approximately $3,112,000 and $3,629,000) were
not recognized in 2000 and 1999, respectively.  The 1998 share of income
from Wells Fargo Center - South Tower (approximately $464,000) has not been
recognized as such income amount is not considered realizable.



<PAGE>


SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

                                                2000
                          -----------------------------------------------
                            At 3/31     At 6/30     At 9/30     At 12/31
                          -----------  ----------  ----------  ----------
Total income . . . . . . .$   973,314     380,212     403,924   1,299,851
                          ===========  ==========  ==========  ==========

Earnings (loss) before
  extraordinary items. . .$(2,896,354) (2,036,409)   (494,876)   (679,328)
Extraordinary items. . . .      --          --          --          --
                          -----------  ----------  ----------  ----------
Net earnings (loss). . . .$(2,896,354) (2,036,409)   (494,876)   (679,328)
                          ===========  ==========  ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   extraordinary items . .$     (6.27)      (4.41)      (1,07)      (1.50)
  Extraordinary item . . .      --          --          --          --
                          -----------  ----------  ----------  ----------
      Net earnings
       (loss). . . . . . .$     (6.27)      (4.41)      (1.07)      (1.50)
                          ===========  ==========  ==========  ==========


                                                1999
                          -----------------------------------------------
                            At 3/31     At 6/30     At 9/30     At 12/31
                          -----------  ----------  ----------  ----------
Total income . . . . . . .$ 8,585,229   8,536,264   8,838,796   5,877,653
                          ===========  ==========  ==========  ==========
Earnings (loss) before
 gain (losses) on sale
 of investment proper-
 ties and extraordinary
 items . . . . . . . . . .$(1,338,083)   (826,642) (3,742,684) (2,014,266)
Gains (losses) on sale
 of investment proper-
 ties. . . . . . . . . . .      --          --          --     59,322,688
Extraordinary items. . . .      --          --          --     (3,989,364)
                          -----------  ----------  ----------  ----------
Net earnings (loss). . . .$(1,338,083)   (826,642) (3,742,684) 53,319,058
                          ===========  ==========  ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   gain (losses) on sale
   of investment proper-
   ties and extraordinary
   items . . . . . . . . .$     (2.90)      (1.78)      (8.10)      (4.36)
  Gains (losses) on sale
   of investment proper-
   ties. . . . . . . . . .      --          --          --         132.40
  Extraordinary items. . .      --          --          --          (8.90)
                          -----------  ----------  ----------  ----------
      Net earnings
       (loss). . . . . . .$     (2.90)      (1.78)      (8.10)     119.14
                          ===========  ==========  ==========  ==========




<PAGE>


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

     There were no changes of or disagreements with accountants during
fiscal years 2000 and 1999.



                                 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., an Illinois limited partnership with JMB as
its sole general partner.  The limited partners of the Associate General
Partner are generally current or former officers and directors of JMB and
their affiliates.

     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,
insurance brokerage and administrative 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 or its investment properties 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 and the
determination of the sources (i.e., from offering proceeds, cash generated
from operations or sale proceeds) and uses or distribution of such
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 officers of the Corporate General Partner are as
follows:



<PAGE>


                                                          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        8/01/93
                           Executive Vice President       1/02/87
Gary Nickele               Executive Vice President       1/01/92
                           General Counsel                2/27/84
Gailen J. Hull             Senior Vice President          6/01/88

Effective May 31, 1996, the Board of Directors of JMB established a special
committee, consisting of Messrs. Malkin, Glazov, Nathan, Sacks and
Schreiber, to deal with all matters relating to tender offers for
Interests.

     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 5, 2001.  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 5,
2001.  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-XIII ("Carlyle-XIII") and Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV") and the managing general partner of JMB
Income Properties, Ltd.-V ("JMB Income-V").  JMB is also the sole general
partner of the associate general partner of Carlyle-XIII and Carlyle-XIV.
Most of the foregoing officers and directors are also officers and/or
directors of various affiliated companies of JMB.  Most of such directors
and officers are also partners, directly or indirectly, in the associate
general partner in the Partnership Carlyle-XIII and Carlyle-XIV.

     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 includes the following:

     Judd D. Malkin (age 63) is an individual general partner of JMB
Income-V.  Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin was also Co-Chairman of the Board of Directors of Urban Shopping
Centers, Inc. from its inception in 1993 until November 2000.  He is also a
director of Chisox Corporation, which is the general partner of a limited
partnership that owns the Chicago White Sox, a Major League Baseball team,
and a director of CBLS, Inc., which is the general partner of the general
partner of a limited partnership that owns the Chicago Bulls, a National
Basketball Association team.

     Neil G. Bluhm (age 63) is an individual general partner of JMB
Income-V.  Mr. Bluhm has been associated with JMB since August, 1970.  Mr.
Bluhm is also a principal of Walton Street Capital, L.L.C., which sponsors
real estate investment funds.  He was also a Co-Chairman of the Board of
Directors of Urban Shopping Centers, Inc. from its inception in 1993 until
November 2000.  He is a member of the Bar of the State of Illinois.



<PAGE>


     Burton E. Glazov (age 62) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
Mr. Glazov is currently retired.  He is a member of the Bar of the State of
Illinois.

     Stuart C. Nathan (age 59) has been associated with JMB since July,
1972.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 67) has been associated with JMB since December,
1972.  He is also President and a director of JMB Insurance Agency, Inc.

     John G. Schreiber (age 54) has been associated with JMB since
December, 1970.  Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm.  He is also senior advisor and partner of
Blackstone Real Estate Advisors, L.P., which manages large real estate
private equity funds.  Mr. Schreiber is a trustee of AMLI Residential
Properties Trust and a director of Host Marriott Corporation, as well as a
number of mutual funds advised by T. Rowe Price Associates, Inc.  He is
also a director of The Brickman Group, Ltd.  From February 1995 until
November 2000, Mr. Schreiber was a director of Urban Shopping Centers, Inc.

Prior to his retirement as an officer of JMB in 1990, Mr. Schreiber was
Chairman of JMB/Urban Development Co. from its inception in 1988 until 1990
and an Executive Vice president of JMB from 1979 to 1990.  He received an
M.B.A. from Harvard University Graduate School of Business in 1970.

     H. Rigel Barber (age 52) 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.

     Gary Nickele (age 48) 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 52) 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.



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.  During
2000, the General Partners received cash distributions from operations of
$923,742, and the Corporate General Partner was paid a partnership
management fee in the amount of $1,539,569.  For 2000, the General Partners
were allocated losses for Federal income tax purposes of approximately
$157,000.  Such allocation of losses may benefit the General Partners or
the partners thereof to the extent that such losses may offset their
taxable income from the Partnership or other sources.


     If upon completion of the liquidation and the distribution of all
Partnership funds, the Holders of Interests have not received a specified
amount of net sale or refinancing proceeds, the General Partners will be
required to return the net sale or refinancing proceeds received by them,
$170,311 as of the date of this report.  The Holders of Interests are not
expected to receive the specified amount of net sale or refinancing
proceeds.  Accordingly, it is expected that the General Partners will be
required to return the amount of net sale or refinancing proceeds received
by them upon completion of the liquidation of the Partnership.



<PAGE>


     The Partnership is permitted to engage in various transactions
involving the General Partners and their affiliates, 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.

     Through November of 1994, certain of the properties owned by the
Partnership's consolidated and unconsolidated ventures were managed by an
affiliate of the Corporate General Partner.  Included in accounts payable
are amounts due to affiliates of $1,732,968 at December 31, 1999 which
consist of management fees and leasing commissions and advances repayable
to affiliates of the General Partners (discussed below).  Payments to
affiliates of the Corporate General Partner for the advances in the amount
of $675,876 were made in February 2000 to reduce the liability.  The
cumulative deferred amounts do not bear interest.  An affiliate of the
General Partners was entitled to payment of property management and leasing
fees relating to 260 Franklin through November 1994.  Pursuant to a loan
modification for the property, property management and leasing fees were
required to be escrowed through December 1995.  Upon the sale of the 260
Franklin Street building, the Partnership recorded a liability for a
prorata share of the unpaid fees.  As of December 31, 2000, the obligation
to pay the remaining $1,057,092 of management and leasing fees was
released.  Such fees were written off as of that date, and are no longer
reflected in the 2000 consolidated balance sheet.

     The affiliate also managed Piper Jaffray Tower prior to December 1994,
and pursuant to the terms of a loan modification, agreed to defer receipt
of its property management fees earned of approximately $1,839,000 (of
which the Partnership's share is approximately $919,500) and receive
payment thereof out of the amount available, if any, from the escrow of the
management fees, which had been required by the lender.  However, in
conjunction with the default under the mortgage loan and the subsequent
appointment of the receiver for the Piper Jaffray Tower, the escrowed funds
were applied to the outstanding principal balance of the mortgage loan, and
the obligation to pay such deferred fees was released.  As a result, such
amounts were written off and are no longer reflected in the unconsolidated
venture's balance sheet at December 31, 2000.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 2000
aggregating $7,767 in connection with the provision of professional
liability insurance coverage for 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 relating to
the administration of the Partnership and the operation of the
Partnership's real property investments.  In 2000, $1,142 of out-of-pocket
expenses were incurred by the General Partner or its affiliates.

     Additionally, the General Partners are also entitled to reimbursements
of salaries and salary-related expenses for administrative, legal,
accounting and portfolio management services.  Such costs for 2000 were
$86,677, of which $14,179 was unpaid as of December 31, 2000.  Reference is
made to the Notes.




<PAGE>


<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 executive officers and directors and the Associate General Partner
beneficially 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               25 Interests (1)                       Less than 1%

Limited Partnership      Corporate General Partner,           31.43852 Interests                     Less than 1%
Interests and Assignee   its executive officers and           (1)(2)
Interests therein        directors and the
                         Associate General
                         Partner as a group

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

     (1)  Includes 20 Interests owned directly by JMB for which JMB has sole voting and investment power and 5
Interests owned by the Initial Limited Partner of the Partnership for which JMB, as its indirect majority
shareholder, is deemed to have shared voting and investment power.

     (2)  Includes 4.7578 Interests owned by an executive officer for which such officer has sole investment and
voting power as to such Interests so owned, and 1.68072 Interests owned by an estate for which an such officer
acts as co-executor and is deemed to have shared voting and investment power with respect to such Interests.

     No executive 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>


<PAGE>


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 on Form 10-Q (File No. 0-1611) for September 30,
1996 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.   Documents relating to the modification and
extension of the mortgage loan secured by Wells Fargo-South Tower are
hereby incorporated herein by reference to the Partnership's Report on Form
10-K (File No. 0-16111) dated March 21, 1997.

                 4-D.   Amended and restated promissory note between Wells
Fargo Bank and the Partnership is hereby incorporated herein by reference
to the Partnership's Report on Form 10-K (File No. 0-16111) dated March 21,
1997.

                 4-E.   Loan modification agreement of Wells Fargo Bank is
hereby incorporated herein by reference to the Partnership's Report on Form
10-K (File No. 0-16111) dated March 21, 1997.



<PAGE>


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

                 10-E.  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-F.  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-G.  Documents relating to the operating agreement of
Maguire Thomas Partners-South Tower, L.L.C. are hereby incorporated herein
by reference to the Partnership's Report on Form 10-K (File No. 0-16111)
dated March 21, 1997.

                 10-H.  Modification to Reserve Escrow Agreement dated
December 4, 1996 relating to the 260 Franklin Street Building dated
December 4, 1996 are hereby incorporated herein by reference to the
Partnership's Report on Form 10-K (File No. 0-16111) dated March 21, 1997.

                 10-I.  Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street building dated May 22, 1997 is hereby
incorporated herein by reference to the Partnership's Report for June 30,
1997 on Form 10-Q (File No. 0-16111) dated August 8, 1997.

                 10-J.  Purchase Agreement between C-C California Plaza
Partnership and California Plaza at Walnut Creek, Inc. entered into as of
December 16, 1999 is hereby incorporated by reference to the Partnership's
Report on Form 8-K (File No. 0-16111) dated December 23, 1999.



<PAGE>


                 10-K.  Agreement of Purchase and Sale between Progress
Partners and Paramount Group, Inc. dated July 27, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-16111) dated November 17, 1999.

                 10-L.  Amendment to Agreement of Purchase and Sale
between Progress Partners and Paramount Group, Inc. dated September 17,
1999 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-16111) dated November 17, 1999.

                 10-M.  Second Amendment to the Agreement of Purchase and
Sale between Progress Partners and Paramount Group, Inc. dated October 20,
1999 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-16111) dated November 17, 1999.

                 10-N.  Third Amendment to the Agreement of Purchase and
Sale between Progress Partners and Paramount Group, Inc. dated November 2,
1999 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-16111) dated November 17, 1999.

                 10-O.  Assignment of Partnership Interest between Federal
Deposit Insurance Corporation and 14-15 Office Associates, L.P., dated
March 10, 1999 is hereby incorporated by reference to the Partnership's
Report on Form 10-Q (File No. 0-16111) dated May 12, 1999.

                 10-P.  Assignment of Partnership Interest between P-C 900
Third Associates and 14-15 Office Associates, L.P. and 900 3rd Avenue
Associates, dated March 22, 1999 is hereby incorporated by reference to the
Partnership's Report on Form 10-Q (File No. 0-16111) dated May 12, 1999.

                 10-Q.  Assignment of Partnership Interest between 900
Realty, LLC and 900 3rd Avenue Associates dated March 22, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-16111) dated May 12, 1999.

                 10-R.  Amendment No. 2 to Amended and Restated Agreement
of General Partnership for Progress Partners dated March 17, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-16111) dated May 12, 1999.

                 10-S.  Amendment No. 3 to Amended and Restated Agreement
of General Partnership for Progress Partners dated March 22, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-16111) dated May 12, 1999.

                 10-T.  Settlement Agreement and Release between Progress
Properties, Inc., J.R.A. Realty Corporation, P-C 900 Third Associates, 900
Realty LLC and 900 3rd Avenue Associates dated March 17, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-16111) dated May 12, 1999.



<PAGE>


                 10-U.  Stipulation Agreement, dated July 20, 2000 between
Teachers Insurance and Annuity Association of America (Plaintiff) and 222
S. Ninth Street Limited Partnership, et al. (Defendants) is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-16111) dated November 10, 2000.

                 21.    List of Subsidiaries.

                 24.    Powers of Attorney.

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

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


       No annual report for the fiscal year 2000 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.




<PAGE>


                                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 23, 2001

     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 23, 2001

                         NEIL G. BLUHM*
                  By:    Neil G. Bluhm, President and Director
                  Date:  March 23, 2001

                         H. RIGEL BARBER*
                  By:    H. Rigel Barber, Chief Executive Officer
                  Date:  March 23, 2001



                         GAILEN J. HULL
                  By:    Gailen J. Hull, Senior Vice President
                         Principal Accounting Officer
                  Date:  March 23, 2001

                         A. LEE SACKS*
                  By:    A. Lee Sacks, Director
                  Date:  March 23, 2001

                         STUART C. NATHAN*
                  By:    Stuart C. Nathan, Executive Vice President
                           and Director
                  Date:  March 23, 2001


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



                         GAILEN J. HULL
                  By:    Gailen J. Hull, Attorney-in-Fact
                  Date:  March 23, 2001


<PAGE>


               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 modifica-
           tion and extension of the mortgage
           loan secured by Wells Fargo-
           South Tower                               Yes

4-D.       Amended and restated promissory
           note of Wells Fargo Bank                  Yes

4-E.       Loan modification agreement of
           Wells Fargo Bank                          Yes

10-A.      Acquisition documents relating
           to the purchase by the Partnership
           of an interest in the Piper Jaffray
           Tower in Minneapolis, Minnesota           Yes

10-B.      Acquisition documents relating to
           the purchase by the Partnership of
           an interest in the Crocker Center
           South Tower in Los Angeles,
           California                                Yes

10-C.      Acquisition documents relating to
           the purchase by the Partnership of
           an interest in the California Plaza
           office building in Walnut Creek,
           California                                Yes

10-D.      Documents relating to the modification
           of the mortgage loan secured by
           California Plaza                          Yes

10-E.      Documents relating to the extension
           of the mortgage loan secured by the
           900 Third Building                        Yes

10-F       Modification to Reserve Escrow
           Agreement relating to the
           260 Franklin Street Building              Yes



<PAGE>


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

10-G.      Documents relating to the
           operating agreement of Maguire
           Thomas Partners-South Tower,
           L.L.C.                                    Yes

10-H.      Modification to Reserve Escrow
           Agreement dated December 4,
           1996 relating to the 260 Franklin
           Street Building                           Yes

10-I.      Modification to Reserve Escrow
           Agreement relating to the 260 Franklin
           Street building dated May 22, 1997        Yes

10-J.      Purchase Agreement between
           C-C California Plaza Partnership
           and California Plaza at Walnut Creek,
           Inc. entered into as of December 16,
           1999                                      Yes

10-K.      Agreement of Purchase and Sale between
           Progress Partners and Paramount Group,
           Inc. dated July 27, 1999                  Yes

10-L.      Amendment to Agreement of Purchase
           and Sale between Progress Partners
           and Paramount Group, Inc. dated
           September 17, 1999                        Yes

10-M.      Second Amendment to the Agreement
           of Purchase and Sale between Progress
           Partners and Paramount Group, Inc.
           dated October 20, 1999                    Yes

10-N.      Third Amendment to the Agreement of
           Purchase and Sale between Progress
           Partners and Paramount Group, Inc.
           dated November 2, 1999                    Yes

10-O.      Assignment of Partnership Interest
           between Federal Deposit Insurance
           Corporation and 14-15 Office
           Associates, L.P., dated March 10,
           1999                                      Yes

10-P.      Assignment of Partnership Interest
           between P-C 900 Third Associates
           and 14-15 Office Associates, L.P.
           and 900 3rd Avenue Associates,
           dated March 22, 1999                      Yes

10-Q.      Assignment of Partnership Interest
           between 900 Realty, LLC and 900
           3rd Avenue Associates dated
           March 22, 1999                            Yes

10-R.      Amendment No. 2 to Amended and
           Restated Agreement of General
           Partnership for Progress Partners
           dated March 17, 1999                      Yes

10-S.      Amendment No. 3 to Amended
           and Restated Agreement of
           General Partnership for
           Progress Partners dated
           March 22, 1999                            Yes


<PAGE>


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

10-T.      Settlement Agreement and
           Release between Progress
           Properties, Inc., J.R.A.
           Realty Corporation, P-C 900
           Third Associates, 900 Realty
           LLC and 900 3rd Avenue
           Associates dated March 17,
           1999                                      Yes

10-U.      Stipulation Agreement between
           Teachers Insurance and Annuity
           Association of America and
           222 S. Ninth Street Limited
           Partnership, et al. dated
           July 20, 2000                             Yes

21.        List of Subsidiaries                       No

24.        Powers of Attorney                         No