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, 2001                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 . . . . . . . . . . . . . . . . .   5

Item 3.      Legal Proceedings. . . . . . . . . . . . . .   7

Item 4.      Submission of Matters to a
             Vote of Security Holders . . . . . . . . . .   7


PART II

Item 5.      Market for the Partnership's Limited
             Partnership Interests and Related
             Security Holder Matters. . . . . . . . . . .   8

Item 6.      Selected Financial Data. . . . . . . . . . .   9

Item 7.      Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations. . . . . . . . . .  11

Item 7A.     Quantitative and Qualitative
             Disclosures About Market Risk. . . . . . . .  16

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  17

Item 9.      Changes in and Disagreements
             with Accountants on Accounting
             and Financial Disclosure . . . . . . . . . .  43


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  43

Item 11.     Executive Compensation . . . . . . . . . . .  45

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  47

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  48


PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  48


SIGNATURES    . . . . . . . . . . . . . . . . . . . . . .  52








                                   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"), was a limited partnership formed in August of 1984 and
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") made any additional
capital contribution.  The Holders of Interests of the Partnership shared
in their portion of the benefits of ownership of the Partnership's real
property investments according to the number of Interests held.

     The Partnership was engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments were 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 had no real estate
investments located outside of the United States.  A presentation of
information about industry segments, geographic regions, raw materials or
seasonality was 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 was required to terminate no
later than December 31, 2035.  The Partnership was self-liquidating in
nature.  At sale of a particular property, the net proceeds, if any, were
generally distributed or reinvested in existing properties rather than
invested in acquiring additional properties.  As discussed further in
Item 7, the Partnership has sold or disposed of all of its interests in
real estate and thereby dissolved in accordance with the terms of the
Partnership Agreement.  In December 2001, the Partnership made a final
liquidating cash distribution to its Holders of Interests in the aggregate
amount of $7,701,284.  In addition, the Partnership made a final cash
distribution out of net cash receipts (as defined) to its General Partners
and paid a management fee to its Corporate General Partners in the
aggregate amount of $836,530, and wound up its affairs effective
December 31, 2001.

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



<PAGE>


<table>
<caption>
                                                                  SALE OR
     NAME, TYPE OF PROPERTY                      DATE OF        DISPOSITION
         AND LOCATION                 SIZE       PURCHASE          DATE          TYPE OF OWNERSHIP
--------------------------------  ------------   --------       -----------      --------------------------

                              <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)
                                                                                 (a)(b)
 2. Piper Jaffray Tower
     Minneapolis, Minnesota . .     723,755      12/27/84         4/2/01         fee ownership of land and
                                     sq.ft.                                      improvements (through joint
                                     n.r.a.                                      venture partnerships)
                                                                                 (a)(b)
 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        12/17/01        fee ownership of land and
                                     sq.ft.                                      improvements (through a
                                     n.r.a.                                      limited liability company)
                                                                                 (a)(b)
 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)

 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)


<PAGE>


                                                                  SALE OR
     NAME, TYPE OF PROPERTY                      DATE OF        DISPOSITION
         AND LOCATION                 SIZE       PURCHASE          DATE          TYPE OF OWNERSHIP
--------------------------------  ------------   --------       -----------      --------------------------

 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)
                                                                                 (c)
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)
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)
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)
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)
                                                                                 (a)(b)


<PAGE>


                                                                  SALE OR
     NAME, TYPE OF PROPERTY                      DATE OF        DISPOSITION
         AND LOCATION                 SIZE       PURCHASE          DATE          TYPE OF OWNERSHIP
--------------------------------  ------------   --------       -----------      --------------------------

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)
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)
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

----------------
<fn>

   (a)  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.

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

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

</table>


<PAGE>


     The Partnership's real property investments were 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 were located.  Such competition was generally for the retention
of existing tenants.  Additionally, the Partnership was in competition for
new tenants in markets where significant vacancies were present.  Reference
is made to Item 7 below for a discussion of competitive conditions of the
Partnership and certain of its significant investment properties.   The
Partnership maintained the suitability and competitiveness of its
properties in its markets primarily on the basis of effective rents, tenant
allowances and service provided to tenants.

     On December 17, 2001, the Partnership's interest in the limited
liability company which owns the Wells Fargo Center - South Tower, was
transferred to an affiliate of the lender pursuant to a foreclosure sale.
Reference is made to Item 7 and the Notes for a further description of such
transaction.

     On June 1, 2000, the joint venture that owned the Piper Jaffray Tower
ceased paying debt service and defaulted on the mortgage loan secured by
the property.  Title to the property was transferred to the lender
effective April 2, 2001 as a result of the lender's foreclosure of its
mortgage and sheriff's sale of the property.  Reference is made to Item 7
and 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 the lender realized upon its security in the
property.

     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.

     The Partnership has no employees.

     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 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 2001 and 2000 for the Partnership's investment properties owned
during 2001:



<PAGE>


<table>
<caption>
                                                             2000                      2001
                                                   ------------------------- -------------------------
                                                     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
                               ------------------   ----  ----   ----  -----  ----   ---- -----  -----

                            <c>                 <c>   <c>    <c>   <c>    <c>    <c>  <c>    <c>
 1. Piper Jaffray Tower
     Minneapolis, Minnesota .  Advertising/
                               Financial Services    92%   65%    65%    82%   82%    N/A   N/A    N/A

 2. Wells Fargo Center
     - South Tower
     Los Angeles,
     California . . . . . . .  Business Informa-
                               tion Systems/
                               School District/
                               Legal Services         *     *      *      *     *      *     *     N/A

<fn>
--------------------

     An "*" indicates that the joint venture which owned 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.

     An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.

</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 had not
made all of the scheduled debt service payments on the mortgage note since
June 1, 2000.  In consideration for, among other things, being released
under the mortgage loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of their 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 assumed control of the property and its operations.  In
September 2000, a sheriff's sale of the property was held, and in October
2000, the Court approved the sheriff's sale.  Such sale was subject to
redemption of the property within six months from the date of sale.  No
redemption of the property occurred, and title to the property transferred
to Teachers effective April 2, 2001.

     At its termination, the Partnership was 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 2001 and 2000.





<PAGE>


                                PART II


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

     Immediately prior to the termination of the Partnership, there were
39,711 record Holders of the 442,348 Interests outstanding in the
Partnership.  There was no public market for Interests, and it was not
anticipated that a public market for Interests would develop.  Upon
request, the Corporate General Partner provided information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests.  The price paid for the Interests, as well as any other economic
aspect of the transaction, was subject to negotiation by the investor.  On
December 31, 2001, the Partnership made a liquidating distribution to its
Holders of Interests and General Partners and subsequently terminated
effective December 31, 2001.

     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.  Any cash flows generated from operations by the
Piper Jaffray Tower and Wells Fargo Center - South Tower investment
properties were 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.




<PAGE>


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

     DECEMBER 31, 2001 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION), 2000, 1999, 1998 AND 1997
                                (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<caption>
                                      2001          2000          1999          1998          1997
                                 ------------  ------------   -----------   -----------   -----------

                             <c>           <c>            <c>           <c>           <c>

Total income. . . . . . . . . .  $    380,853     3,057,301    31,837,942    11,459,393    24,349,848
                                 ============  ============   ===========   ===========   ===========

Earnings (loss) before gains
 on sale or disposition of
 investment properties. . . . .  $ (8,312,648)   (6,106,967)   (7,921,675)   (4,060,852)   (2,888,815)
Gain on liquidation of
 investment in venture. . . . .         --            --            --            --          269,147
Gains on sale or disposition
 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
Gains on sale of interests
 in unconsolidated ventures . .         --            --            --       10,744,678       568,625
                                 ------------  ------------   -----------   -----------   -----------

Earnings (loss) before
 extraordinary items  . . . . .    (8,312,648)   (6,106,967)   51,401,013    29,896,010     6,580,518
Extraordinary items . . . . . .    83,845,148         --       (3,989,364)   17,451,802     5,992,828
                                 ------------  ------------   -----------   -----------   -----------

Net earnings (loss) . . . . . .  $ 75,532,500    (6,106,967)   47,411,649    47,347,812    12,573,346
                                 ============  ============   ===========   ===========   ===========


<PAGE>


                                      2001          2000          1999          1998          1997
                                 ------------  ------------   -----------   -----------   -----------
Net earnings (loss) per
 Interest:
  Earnings (loss) before gains
   on sale or disposition of
   investment properties. . . .  $     (18.04)       (13.25)       (17.14)        (8.79)        (6.25)
  Gain on liquidation of
   investment in venture. . . .         --            --            --            --              .60
  Net gains on sale or
   disposition of investment
   properties . . . . . . . . .         --            --           132.40         51.81         19.26
  Gains on sale or disposition
   of interests in uncon-
   solidated ventures . . . . .         --            --            --            23.98          1.27
  Extraordinary items . . . . .        138.75         --            (8.90)        38.95         13.37
                                 ------------  ------------   -----------   -----------   -----------
Net earnings (loss) . . . . . .  $     120.71        (13.25)       106.36        105.95         28.25
                                 ============  ============   ===========   ===========   ===========


Total assets. . . . . . . . . .  $  8,014,983    10,377,666   101,502,439    89,187,533   145,738,009
Long-term debt. . . . . . . . .  $      --       69,550,819    62,608,944   118,190,463   109,972,972
Cash distributions per
 Interest (b)(c). . . . . . . .  $      --           140.00         15.00         40.33           .83
                                 ============  ============   ===========   ===========   ===========

<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.

  (c)   This amount does not include a final liquidating cash distribution of $7,701,284 ($17.41 per Interest) to
the Holders of Interests and $313,699 to the General Partners paid by the Partnership on December 31, 2001.

</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.

     The Partnership made a final liquidating cash distribution of
$7,701,284 ($17.41 per interest) to the Holders of Interests and $313,699
to the General Partners and wound up its affairs effective December 31,
2001.  The Corporate General Partner received a management fee of
approximately $522,831 in connection with this distribution.

     Pursuant to the terms of the Partnership Agreement, the General
Partners of the Partnership were required to contribute to the Partnership
$170,312, which represented the amount of all distributions they previously
received from sales and refinancing proceeds, and such amount was included
in the liquidating distribution made to the Holders of Interests.  Such
contribution was required because the Holders of Interests had not received
distributions of sale or refinancing proceeds equal to their initial
capital investment in the Partnership plus certain other distributions
constituting a specified return on their average adjusted capital
investment (i.e., their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) for each year commencing with
the third quarter of 1986.

     PIPER JAFFRAY TOWER

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

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

During 2000 (prior to the default) and 1999, no such cash flow was
generated.  As of April 2, 2001 (prior to transfer of title to the
property) aggregate amounts due to the lender were approximately
$109,000,000, including certain default interest.



<PAGE>


     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.

     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'
fees in connection with the transaction, within certain limitations, the
Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation agreement
and appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale.  On October 2, 2000, the Court approved such
sale, subject to redemption of the property at any time within six months
from the date of such sale.  No such redemption occurred and title to the
property transferred to the lender effective April 2, 2001.

     As a result of the transfer, the Partnership realized an extraordinary
gain related to its share of the forgiveness of indebtedness and the write
off of deferred mortgage fees in the net amount of approximately $7,600,000
for financial reporting purposes.  The Partnership also recognized
approximately $20,865,000 of gain for Federal income tax purposes in 2001
as a result of the transfer with no corresponding distributable proceeds.
The Defendants have no future liability for any representations, warranties
and covenants as a result of the transfer.

     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 reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it was not subject to
continued depreciation beyond such date for financial reporting purposes.



<PAGE>


     900 THIRD AVENUE BUILDING

     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 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,
respectively.  The Partnership's share of such items was approximately
$35,900,000 and $51,400,000, respectively.

     In connection with the sale of the 900 Third Avenue Building in
November 1999, Progress Partners agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on September 15, 2000.  As required by the sale agreement, Progress
Partners had placed $2,000,000 into an escrow account for possible payment
to the buyer in the event of a breach of such representations, warranties,
covenants and for certain other costs.  As a result of a claim made by the
buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     WELLS FARGO CENTER - SOUTH TOWER

     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 were
reversed, and the Partnership's share of losses in 2001, 2000 and 1999 of
approximately $4,869,000, $3,112,000 and $3,629,000, respectively, were not
recognized.  Since the terms of the modified mortgage note and the amended
and restated promissory note (the "Note") made it unlikely that the
Partnership would recover any incremental investment, the Partnership
decided not to commit any significant additional amounts to the property.
Reference is made to the "Wells Fargo Center - South Tower" section in the
Notes for a further description of these events.

     During April 2001, the Partnership had received notice of non-monetary
defaults from the lender under the Note.  The Partnership acknowledged
certain of the defaults described in the notice of default.  Pursuant to a
foreclosure sale, on December 17, 2001 an affiliate of the lender acquired
the Partnership's interest in the limited liability company and assumed all
of the Partnership's rights and obligations under the limited liability
company's operating agreement dated September 30, 1996, and the
Partnership's obligation to repay the indebtedness and its other
obligations under the Note and the related loan documents were discharged.
The note had an adjusted principal balance of approximately $40,835,000 and
accrued interest of approximately $35,392,000 at December 17, 2001 (prior
to foreclosure of the Partnership's interest in the limited liability
company).  The loan was nonrecourse and secured solely by the Partnership's


<PAGE>


interest in the limited liability company.  The Partnership recognized an
extraordinary gain on forgiveness of indebtedness of approximately
$76,226,000 for financial reporting purposes.  The Partnership recognized a
gain of approximately $55,362,000 from the transaction for Federal income
tax purposes, with no corresponding distributable proceeds.

     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 $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, at December 31,
1999, 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.

     GENERAL

     Certain of the Partnership's investments were made through joint
ventures.  There were 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 had economic or business interests or goals
that were inconsistent with those of the Partnership.

     Aggregate distributions received by Holders of Interests over the
entire term of the Partnership were 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
were allocated gain for Federal income tax purposes, regardless of whether
any proceeds were distributable from such sales or other dispositions.

     As discussed above, pursuant to the Partnership Agreement, the General
Partners returned to the Partnership $170,312 of previously received sales
distributions.  The Partnership made a final liquidating cash distribution
to its Holders of Interests in the aggregate amount of $7,701,284, or
$17.41 per Interest.  In addition, the Partnership made a final cash
distribution out of net cash receipts (as defined) to its General Partners
and paid a management fee to its Corporate General Partner in the aggregate
amount of $836,530.  The Partnership wound up its affairs and terminated
effective December 31, 2001.



<PAGE>


RESULTS OF OPERATIONS

     Significant fluctuations in the accompanying consolidated financial
statements are primarily due to the transfer of the Partnership's interest
in the limited liability company which owns the Wells Fargo Center, South
Tower to an affiliate of the lender pursuant to a foreclosure sale in
December 2001, the transfer of title to the Piper Jaffray Tower to the
lender in April 2001, 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 and the sale of the California
Plaza office building in December 1999.

     The decrease in venture partner's equity in venture at December 31,
2001 as compared to December 31, 2000 is primarily due to the distribution
to the Partnership's venture partner in JMB/900 its share of cash from the
venture during 2001.

     The rental income and the property operating expenses for the year
ended December 31, 2000 were primarily a result of reprorations during 2000
resulting from the sale in November 1999 of the 900 Third Avenue Office
Building.  The Partnership has had no rental income or property operating
expenses during 2001.

     The decrease in interest income for the year ended December 31, 2001
as compared to the same period in 2000 is primarily due to the temporary
investment of the proceeds from the sales and cash flow from operations of
the 900 Third Avenue Office Building and the California Plaza Office
Building during the first quarter of 2000.  Portions of such funds, as well
as cash generated from operational cash flow, were distributed to the
General Partners, Holders of Interests, and the Partnership's affiliated
partner in the JMB/900 venture in February and August 2000, which resulted
in lower amounts invested in 2001.  The decrease is also due in part to a
lower average interest rate on invested funds during 2001.  The decrease in
interest income for the year ended December 31, 2000 as compared to the
same period in 1999 is primarily due to a lower average cash balance
available for investment due to the distributions discussed above.

     The increase in professional services for the year ended December 31,
2001 as compared to the same period in 2000 is primarily due to an increase
in certain accounting and other professional fees due to the winding up and
termination of the Partnership.

     The management fees to Corporate General Partner for the years ended
December 31, 2001 and 2000 are due to the distributions of cash flow from
operations to the General Partners and Holders of Interests in December
2001 and February and August 2000.  The management fee is based upon a
percentage of the cash flow distributed from operations.

     The increase in general and administrative expense for the year ended
December 31, 2001 as compared to the same period in 2000 is primarily due
to an increase in certain investor reporting and other costs due to the
winding up and termination of the Partnership.

     The decrease in Partnership's share of income (loss) from operations
of unconsolidated ventures for the year ended December 31, 2001 as compared
to the same period in 2000 is primarily due to the third quarter 2000
write-off to income of a liability for certain deferred management fees
upon the appointment of the receiver at the Piper Jaffray Tower in July
2000.  The increase in Partnership's share of income (loss) from operations
of unconsolidated ventures for the year ended December 31, 2000 as compared
to the same period in 1999 is primarily due to the allocation of additional
losses to the Partnership during 1999.  These additional losses accrued
because the Piper Jaffray Tower was no longer classified as held for sale
and as a result, the venture made an adjustment to record depreciation from
prior periods and commenced recording depreciation on the property.  The
decrease is also due to the write off to income of the liability for
certain deferred management fees in July 2000.


<PAGE>


     The decrease in venture partner's share of venture operations for the
year ended December 31, 2001 as compared to the same period in 2000 is
primarily due to operating income generated from reprorations during 2000
resulting from the sale in November 1999 of the 900 Third Avenue Office
Building.

     The gain on sale of investment properties 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 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 items - gain on forgiveness of indebtedness for the
year ended December 31, 2001 is due to the gain on forgiveness of
indebtedness resulting from the transfer of the Partnership's interest in
the limited liability company which owns the Wells Fargo Center - South
Tower to an affiliate of the lender pursuant to a foreclosure sale in
December of 2001 as described more fully in the Notes.

     The Partnership's share of extraordinary items from unconsolidated
ventures for the year ended December 31, 2001 is due to the gain on
forgiveness of indebtedness and write-off of deferred mortgage fees
resulting from the transfer of title to the Piper Jaffray Tower to the
lender on April 2, 2001.

INFLATION

     Due to the decrease in the level of inflation in recent years,
inflation generally did not have a material effect on rental income or
property operating expenses.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Partnership wound up its affairs and dissolved in 2001.  As a
result, there is no meaningful disclosure for this item.



<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, 2001 (Immediately prior
  to final liquidating distribution) and 2000

Consolidated Statements of Operations, years ended December 31,
  2001 (Immediately prior to final liquidating distribution),
  2000 and 1999

Consolidated Statements of Partners' Capital Accounts (Deficits),
  years ended December 31, 2001 (Immediately prior to final
  liquidating distribution), 2000 and 1999

Consolidated Statements of Cash Flows, years ended December 31,
  2001 (Immediately prior to final liquidating distribution),
  2000 and 1999

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, 2001 (immediately prior to final liquidating distribution) and
2000, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 2001 (immediately
prior to final liquidating distribution), in conformity with accounting
principles generally accepted in the United States of America.









                                         KPMG LLP


Chicago, Illinois
March 25, 2002



<PAGE>


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

                                         CONSOLIDATED BALANCE SHEETS

              DECEMBER 31, 2001 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION) AND 2000

                                                   ASSETS
                                                   ------
<caption>
                                                                            2001              2000
                                                                        ------------      -----------

                                                                    <c>               <c>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $  8,014,983        9,919,212
  Interest, rents and other receivables . . . . . . . . . . . . . . .          --              68,155
  Current portion of note receivable. . . . . . . . . . . . . . . . .          --              67,582
  Escrow deposits and restricted securities . . . . . . . . . . . . .          --             199,992
                                                                        ------------     ------------

          Total current assets. . . . . . . . . . . . . . . . . . . .      8,014,983       10,254,941
                                                                        ------------     ------------

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

                                                                        $  8,014,983       10,377,666
                                                                        ============     ============



<PAGE>


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

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

                                                                            2001              2000
                                                                        ------------      -----------
Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .   $      --              48,882
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .          --              48,882

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

          Total liabilities . . . . . . . . . . . . . . . . . . . . .          --          77,169,856

Venture partner's equity in venture . . . . . . . . . . . . . . . . .          --             895,639

Partners' capital accounts (deficits):
  General partners:
      Capital contributions . . . . . . . . . . . . . . . . . . . . .        190,312           20,000
      Cumulative net profits (losses) . . . . . . . . . . . . . . . .      2,492,996      (19,645,716)
      Cumulative cash distributions . . . . . . . . . . . . . . . . .     (2,369,609)      (2,369,609)
                                                                        ------------     ------------
                                                                             313,699      (21,995,325)
                                                                        ------------     ------------
  Limited partners:
      Capital contributions, net of offering costs. . . . . . . . . .    384,978,681      384,978,681
      Cumulative net losses . . . . . . . . . . . . . . . . . . . . .   (248,582,902)    (301,976,690)
      Cumulative cash distributions . . . . . . . . . . . . . . . . .   (128,694,495)    (128,694,495)
                                                                        ------------     ------------
                                                                           7,701,284      (45,692,504)
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .      8,014,983      (67,687,829)
                                                                        ------------     ------------
                                                                        $  8,014,983       10,377,666
                                                                        ============     ============





<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, 2001 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION), 2000 AND 1999


<caption>
                                                                 2001           2000           1999
                                                             ------------   ------------    -----------

                                                         <c>            <c>             <c>
Income:
  Rental income . . . . . . . . . . . . . . . . . . . . . .  $      --           471,424     29,713,546
  Interest income . . . . . . . . . . . . . . . . . . . . .       380,853      1,528,785      2,069,396
  Other income. . . . . . . . . . . . . . . . . . . . . . .         --         1,057,092         55,000
                                                             ------------    -----------    -----------
                                                                  380,853      3,057,301     31,837,942
                                                             ------------    -----------    -----------
Expenses:
  Mortgage and other interest . . . . . . . . . . . . . . .     6,675,611      6,939,426     20,145,840
  Property operating expenses . . . . . . . . . . . . . . .         --           455,635     12,388,914
  Professional services . . . . . . . . . . . . . . . . . .       445,924        326,054        364,194
  Amortization of deferred expenses . . . . . . . . . . . .         --             --           989,815
  Management fees to corporate general partner. . . . . . .       522,831      1,539,569          --
  General and administrative. . . . . . . . . . . . . . . .       981,348        554,499      1,061,170
                                                             ------------    -----------    -----------
                                                                8,625,714      9,815,183     34,949,933
                                                             ------------    -----------    -----------
                                                               (8,244,861)    (6,757,882)    (3,111,991)
Partnership's share of income (loss) from operations
  of unconsolidated ventures. . . . . . . . . . . . . . . .       (52,365)       890,810     (2,339,353)
Venture partners' share of ventures' operations . . . . . .       (15,422)      (239,895)    (2,470,331)
                                                             ------------    -----------    -----------
          Earnings (loss) before gains on sale or
            disposition of investment properties. . . . . .    (8,312,648)    (6,106,967)    (7,921,675)

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
                                                             ------------    -----------    -----------
          Earnings (loss) before extraordinary items. . . .    (8,312,648)    (6,106,967)    51,401,013



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                                 2001           2000           1999
                                                             ------------   ------------    -----------

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 . . . . . . . . . . .    76,226,430          --             --
  Partnership's share of extraordinary items from
    unconsolidated ventures . . . . . . . . . . . . . . . .     7,618,718          --             --
                                                             ------------    -----------    -----------
          Net earnings (loss) . . . . . . . . . . . . . . .  $ 75,532,500     (6,106,967)    47,411,649
                                                             ============    ===========    ===========

          Net earnings (loss) per limited partnership
           interest:
              Earnings (loss) before gains on sale or
                disposition of investment properties. . . .  $     (18.04)        (13.25)        (17.14)
              Net gains on sale or disposition of
                investment properties . . . . . . . . . . .         --             --            132.40
              Extraordinary items . . . . . . . . . . . . .        138.75          --             (8.90)
                                                             ------------    -----------    -----------
                                                             $     120.71         (13.25)        106.36
                                                             ============    ===========    ===========
















<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, 2001 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION), 2000 AND 1999


<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
             -------  ---------- ------------- ----------- ----------- ------------ ------------- ------------

        <c>       <c>        <c>            <c>        <c>         <c>          <c>            <c>
Balance
 (deficit)
 December 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)
            -------- -----------    ---------  ----------- ----------- ------------ ------------  -----------

Balance
 (deficit)
 December 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)
            -------- -----------    ---------  ----------- ----------- ------------ ------------  -----------



<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)
 December 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)

Net earnings
 (loss) . . .   --    22,138,712        --      22,138,712       --      53,393,788        --      53,393,788
Contribution
 from General
 Partner. . .170,312       --           --         170,312       --           --           --           --
            -------- -----------    ---------  ----------- ----------- ------------ ------------  -----------
Balance
 (deficit)
 December 31,
 2001 . . . .$190,312   2,492,996  (2,369,609)     313,699 384,978,681 (248,582,902)(128,694,495)   7,701,284
            ======== ===========    =========  =========== =========== ============ ============  ===========














<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, 2001 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION), 2000 AND 1999
<caption>
                                                                 2001           2000           1999
                                                             ------------   ------------   ------------

                                                         <c>            <c>            <c>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . .  $ 75,532,500     (6,106,967)    47,411,649
  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
    Long-term debt - deferred accrued interest. . . . . . .     6,675,611      6,941,875      8,489,873
    Partnership's share of (income) loss from operations
      of unconsolidated ventures. . . . . . . . . . . . . .        52,365       (890,810)     2,339,353
    Venture partners' share of ventures' operations,
      gain on sale or disposition of investment properties
      and extraordinary items . . . . . . . . . . . . . . .        15,422        239,895     18,566,872
    Total gain on sale or disposition of investment
      properties. . . . . . . . . . . . . . . . . . . . . .         --             --       (77,413,611)
    Extraordinary items . . . . . . . . . . . . . . . . . .   (83,845,148)         --           161,128
  Changes in:
    Interest, rents and other receivables . . . . . . . . .        68,155        325,929      1,116,433
    Current portion of note receivable. . . . . . . . . . .        67,582        (18,669)        14,828
    Prepaid expenses. . . . . . . . . . . . . . . . . . . .         --             --         1,323,456
    Escrow deposits and restricted securities . . . . . . .       199,992      1,800,008     11,614,900
    Accrued rents receivable, net . . . . . . . . . . . . .         --             --         1,213,533
    Deferred expenses . . . . . . . . . . . . . . . . . . .        34,751          --           230,376
    Long-term portion of note receivable. . . . . . . . . .        87,974         71,222         22,432
    Accounts payable. . . . . . . . . . . . . . . . . . . .       (48,882)    (1,923,529)    (1,099,354)
    Accrued interest payable. . . . . . . . . . . . . . . .         --             --          (680,634)
    Other current liabilities . . . . . . . . . . . . . . .         --             --          (639,554)
    Deferred income . . . . . . . . . . . . . . . . . . . .         --             --          (532,623)
    Tenant security deposits. . . . . . . . . . . . . . . .         --             --        (1,304,500)
    Other liabilities . . . . . . . . . . . . . . . . . . .         --             --          (430,429)
                                                            -------------   ------------   ------------
          Net cash provided by (used in)
            operating activities. . . . . . . . . . . . . .    (1,159,678)       438,954      9,933,314
                                                            -------------   ------------   ------------


<PAGE>


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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                 2001           2000           1999
                                                            -------------   ------------   ------------
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)
  Partnership's distributions from unconsolidated ventures.         3,545         25,000          --
  Partnership's contributions to unconsolidated ventures. .        (7,347)         --        (9,223,900)
  Cash proceeds from sale or disposition of investment
    properties. . . . . . . . . . . . . . . . . . . . . . .         --             --       228,058,000
  Payment of deferred expenses. . . . . . . . . . . . . . .         --             --          (735,988)
  Payment to venture partner for acquisition of interest. .         --             --        (2,500,000)
                                                            -------------   ------------   ------------
          Net cash provided by (used in)
            investing activities. . . . . . . . . . . . . .        (3,802)        25,000    219,675,755
                                                            -------------   ------------   ------------
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . .         --             --          (484,131)
  Payoff of mortgage loans. . . . . . . . . . . . . . . . .         --             --      (150,708,423)
  Venture partners' contributions to venture. . . . . . . .         --             --           104,500
  Contributions from general partners . . . . . . . . . . .       170,312          --             --
  Distributions to venture partners . . . . . . . . . . . .      (911,061)   (26,411,065)         --
  Distributions to general partners . . . . . . . . . . . .         --          (923,742)         --
  Distributions to limited partners . . . . . . . . . . . .         --       (62,075,430)    (6,653,710)
                                                            -------------   ------------   ------------
         Net cash provided by (used in)
           financing activities   . . . . . . . . . . . . .      (740,749)   (89,410,237)  (157,741,764)
                                                            -------------   ------------   ------------
         Net increase (decrease) in cash and
           cash equivalents . . . . . . . . . . . . . . . .    (1,904,229)   (88,946,283)    71,867,305
         Cash and cash equivalents, beginning of year . . .     9,919,212     98,865,495     26,998,190
                                                            -------------   ------------   ------------
         Cash and cash equivalents, end of year . . . . . . $   8,014,983      9,919,212     98,865,495
                                                            =============   ============   ============

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . $       --             --        12,336,601
                                                            =============   ============   ============


<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, 2001 (IMMEDIATELY PRIOR TO
            FINAL LIQUIDATING DISTRIBUTION), 2000 AND 1999



OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership held (through joint ventures) real estate investments.

Business activities 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.  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").

     Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower as discussed below, the Partnership ceased loss
recognition relative to its real estate investment and reversed those
previously recognized losses that the Partnership was 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 had no future funding obligation for its investment in
Wells Fargo Center - South Tower.  Accordingly, the Partnership
discontinued the application of the equity method of accounting, and
additional losses from the investment in Wells Fargo Center - South Tower
were not recognized.

     The Partnership's records were 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 the
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, 2001
(immediately prior to final liquidating distribution) and 2000:


<PAGE>


                             2001                   2000
                    ------------------------------------------------
                                   TAX BASIS             TAX BASIS
                      GAAP BASIS  (UNAUDITED) GAAP BASIS(UNAUDITED)
                     -----------  ---------- ----------------------

Total assets. . . . .$ 8,014,983   8,014,983  10,377,666 68,720,190

Partners' capital
 accounts (deficit):
  General partners. .    313,699     313,699 (21,995,325)(7,800,732)
  Limited partners. .  7,701,284   7,701,284 (45,692,504) 2,435,710

Net earnings (loss):
  General partners. . 22,138,712   7,944,120    (244,279)  (156,663)
  Limited partners. . 53,393,788  64,164,521  (5,862,688)(3,759,930)

Net earnings (loss)
  per limited part-
  nership interest. .     120.71      145.05      (13.25)     (8.48)
                     ===========  ========== ======================

     The net earnings (loss) per limited partnership interest ("Interest")
is based upon the Interests outstanding at the end of each period.  Deficit
capital accounts resulted, 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.  Also, because
net earnings were computed immediately prior to termination of the
Partnership, Holders of Interest may have, on termination of the Partner-
ship, an additional capital gain or loss depending on the Holders' basis in
their Interests for Federal income tax purposes.

     The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America (GAAP)
required the General Partners to make estimates and assumptions that
affected 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 have differed
from those estimates.

     Statement of Financial Accounting Standards No. 95 required the
Partnership to present a statement which classified 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 were considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings.  The Partnership recorded amounts held in
U.S. Government obligations and other securities at cost which approximated
market.  For the purposes of these statements, the Partnership's policy was
to consider all such amounts held with original maturities of three months
or less (approximately $8,015,000 and $9,770,000 at December 31, 2001
(immediately prior to final liquidating distribution) and 2000,
respectively) as cash equivalents, which included investments in an
institutional mutual fund which held 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 represented cash
and investments restricted as to their use by the Partnership.

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



<PAGE>


     No provision for State or Federal income taxes had been made as the
liability for such taxes was that of the partners rather than the
Partnership.  However, in certain instances, the Partnership had 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 representing such withholding was remitted
to the state of Maryland on behalf of the Holders of Interest in 1999.

     The Partnership had 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
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.  In April 2001, the lender realized upon its
security interest in the Piper Jaffray Tower.  In December 2001, the lender
realized upon its security interest in the limited liability company which
owns the Wells Fargo Center - South Tower.

    The cost of the investment properties represented 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 was 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 required that
the Partnership record an impairment loss on its properties to be held for
investment whenever their carrying value could not be fully recovered
through estimated undiscounted future cash flows from their operations and
sale.  The amount of the impairment loss to be recognized was the
difference between the property's carrying value and the property's
estimated fair value.  The Partnership's policy was to consider a property
to be held for sale or disposition when the Partnership had committed to a
plan to sell or dispose of such property and active marketing activity had


<PAGE>


commenced or was expected to commence in the near term or the Partnership
had 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.

     The results of operations for consolidated properties classified as
held for sale or disposition as of and for the years ended December 31,
2001, 2000 and 1999 were $33,356, $653,832 and $2,111,998, respectively.
In addition, the accompanying consolidated financial statements include for
the years ended December 31, 2001, 2000 and 1999, $(52,365), $890,810 and
($2,420,987), respectively, as the Partnership's share of property
operations of $(104,730), $1,781,621 and $(5,094,806) of unconsolidated
properties held for sale or disposition or sold or disposed of as of and
for the years ended December 31, 2001, 2000 and 1999.

     The Partnership adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information."  The Partnership defined each of
its property investments as an individual operating segment and had
determined such property investments exhibited substantially identical
economic characteristics and met the other criteria specified by SFAS
No. 131, which permitted the property investments to be aggregated into one
reportable segment.  The Partnership assessed and measured 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 related to property
investments.  With the exception of cash and cash equivalents,
substantially all other assets of the Partnership related to property
investments.

     Maintenance and repair expenses were charged to operations as
incurred.  Significant betterments and improvements were capitalized and
depreciated over their estimated useful lives.


VENTURE AGREEMENTS - GENERAL

     The Partnership had been 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
could have been 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) were, 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
had 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 were financed
under various long-term debt arrangements as described below.



<PAGE>


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
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.



<PAGE>


     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, at December 31,
1999, 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.  During December 2001, the Partnership reached an
agreement with the former tenant for an early payoff of the promissory note
and on December 26, 2001, the Partnership received $70,000 in full payment
of the note and the remaining amount of $30,306 was written off.  The
Partnership released the former tenant of any and all claims related to the
note.



<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 owned a fee interest in the land underlying the office
building.  JMB/Piper held its interest in the property through three 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 provided 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 would 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 was obligated to loan amounts to Piper to fund operating
deficits (as defined).  The loans bore interest at a rate of not more than
14.36% per annum, provided for payments of interest only from net cash
flow, if any, and were 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, were significantly less than rental rates under the
previous PJI lease.  Additionally, Piper executed new long-term leases
representing an additional approximately 170,000 square feet.  The property
manager was 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 was released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper had not made the required debt service payments under
the mortgage loan since June 1, 2000, and was in monetary default under
such loan.  Such default led to the appointment of a receiver and a
foreclosure sale of the property as described below.

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

During 2000 (prior to the default) and 1999, no such cash flow was
generated.  As of April 2, 2001 (prior to transfer of title to the
property), aggregate amounts due to the lender were approximately
$109,000,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000 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


<PAGE>


applied to the outstanding principal balance of the loan on July 20, 2000,
as a result of the default.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) had
agreed to defer receipt of its management fee and receive the payment
thereof out of the amount available from the escrow account, if any.  As of
July 20, 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, the obligation to pay the deferred fees was
released.  As a result, such fees were written off in the third quarter of
2000.

     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.  On October 2, 2000, the
Court approved such sale, subject to redemption of the property at any time
within six months from the date of such sale.  No such redemption occurred
and title to the property transferred to the lender effective April 2,
2001.

     As a result of the transfer of the property to the lender, the
Partnership realized an extraordinary gain related to its share of the
forgiveness of indebtedness and the write off of deferred mortgage fees in
the net amount of approximately $7,600,000 for financial reporting
purposes.  The Partnership also recognized approximately $20,865,000 of
gain for Federal income tax purposes in 2001 as a result of the transfer
with no corresponding distributable proceeds.  The Defendants have no
future liability for any representations, warranties and covenants as a
result of the transfer.

     The Piper venture agreements provided that any net cash flow, as
defined, 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 were 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 2001, 2000 and 1999.

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



<PAGE>


     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 provided 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 April 2, 2001 (prior to the transfer of title to the
lender) was $129,786. The lender assumed such note upon the transfer of
title to the property to the lender in April 2001.

     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 reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it was not subject to
continued depreciation beyond such date for financial reporting purposes.

     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 provided that
JMB/900's share of Progress Partners' cash flow, sale or refinancing
proceeds and profits and losses would 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.



<PAGE>


     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
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 owned 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 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,
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.  The Partnership's share of cash
remaining at the venture (approximately $1,825,000) was distributed to the
Partnership in May 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, had 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 owned 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.


<PAGE>


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

     The terms of the original South Tower 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 was being managed by an affiliate of one of the
venture partners under a long-term agreement pursuant to which the
affiliate was 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 were reversed, and the
Partnership's share of losses in 2001, 2000 and 1999 of approximately
$4,869,000, $3,112,000 and $3,629,000, respectively, were not recognized.



<PAGE>


     The mortgage note secured by the property (with a balance, including
accrued interest, of approximately $181,000,000 as of December 17, 2001,
prior to transfer of the Partnership's interest in the limited liability
company to the lender), as extended, bore interest at 10% per annum and was
to mature in September, 2003.  All excess cash flow was 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 required payment of participation interest (as defined) of
any excess proceeds.

     As modified, the amended and restated promissory note secured by the
Partnership's interest in the limited liability company (the "Note"), which
had an adjusted principal balance of approximately $40,835,000, and accrued
interest of approximately $35,392,000 at December 17, 2001 (prior to
transfer of the Partnership's interest in the limited liability company to
the lender), was due September 2003.  The Note accrued interest at 17% per
annum and required 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 was
nonrecourse and secured solely by the Partnership's interest in the limited
liability company.

     During April 2001, the Partnership had received notice of non-monetary
defaults from the lender under the Note.  The Partnership acknowledged
certain of the defaults described in the notice of default.  Pursuant to a
foreclosure sale, on December 17, 2001 an affiliate of the lender acquired
the Partnership's interest in the limited liability company and assumed all
of the Partnership's rights and obligations under the limited liability
company's operating agreement dated September 30, 1996, and the
Partnership's obligation to repay the indebtedness and its other
obligations under the Note and the related loan documents were discharged.
The Partnership recognized an extraordinary gain on forgiveness of
indebtedness of approximately $76,226,000 for financial reporting purposes.

The Partnership recognized a gain of approximately $55,362,000 from the
transaction for Federal income tax purposes, with no corresponding
distributable proceeds.

LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 2001 and
2000:

                                                 2001         2000
                                             -----------   -----------
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
                                             -----------  ------------
     Total debt . . . . . . . . . . . . . .        --       69,550,819
     Less current portion of long-term debt        --            --
                                             -----------  ------------
     Total long-term debt . . . . . . . . .  $     --       69,550,819
                                             ===========  ============

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



<PAGE>


PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations were allocated 96% to the Holders
of Interests and 4% to the General Partners.  Profits from the sale or
other dispositions of investment properties were 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 would 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 were
allocated 1% to the General Partners.  The remaining sale or other
disposition profits and losses were allocated to the Holders of Interests.
During 2001, a reallocation of current years gain was made among partners
for financial reporting purposes.  Such reallocations did not have an
effect on total assets, total partners' capital or net earnings.

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

     The Partnership Agreement provided that subject to certain conditions,
the General Partners would 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 were entitled to receive 99% and the General Partners l% of net
sale or refinancing proceeds until the Holders of Interests (i) 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) received cumulative cash distributions from the
Partnership's operations which, when combined with "sale proceeds" or
"refinancing proceeds" previously distributed, equal a 6% annual return on
the Holders' average adjusted capital investment (their initial capital
investment as reduced by "sale proceeds" or "refinancing proceeds"
previously distributed) for each year commencing with the third fiscal
quarter of 1986.  If upon the completion of the liquidation of the
Partnership and the distribution of all Partnership funds, the Holders of
Interests had not received the amounts in (i) and (ii) above, the General
Partners were 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.  The Holders of Interests did not receive the return levels in
(i) and (ii) above.  Accordingly, in December 2001, the General Partners
were required to contribute to the Partnership $170,312 which represented
the amount of all distributions they had received from sales and
refinancing proceeds, and such amount was included in the final liquidating
distribution made to the Holders of Interests.



<PAGE>


TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, was 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 for the years ended December 31, 2001, 2000 and 1999 were
as follows:

                                                           UNPAID AT
                                                          DECEMBER 31,
                                2001     2000      1999      2001
                              -------- ---------  ------- ------------
Management fees to corporate
 general partner. . . . . . . .$522,8311,539,569    --          --
Insurance commissions . . . . .  --        7,767    2,739       --
Reimbursement (at cost) for
 accounting services. . . . . . 24,482    23,151    2,759       --
Reimbursement (at cost) for
 portfolio management
 services . . . . . . . . . . . 78,982    43,329  110,540       --
Reimbursement (at cost) for
 legal services . . . . . . . . 46,903    20,197   22,027       --
Reimbursement (at cost) for
 administrative charges and
 other out-of-pocket expenses . 43,788    11,176   11,701       --
                              -------- ---------  -------    --------
                              $716,986 1,645,189  149,766       --
                              ======== =========  =======    ========

     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.  Amounts due to affiliates of
$1,732,968 were outstanding at December 31, 1999, which consisted 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 did 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 disposition 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.

     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 was 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 were no longer reflected in the unconsolidated
venture's balance sheet at December 31, 2000 and thereafter.


<PAGE>


     During 2000, the General Partners received cash distributions from
operations of the Partnership in the amount of $923,742 and the Corporate
General Partner was paid a partnership management fee of $1,539,569.  In
addition, pursuant to the liquidating distribution in December 2001, the
General Partners received distributions from operations of $313,699, and
the Corporate General Partner was paid a partnership management fee of
$522,831.  In connection with the liquidation and termination of the
Partnership, the General Partners were required to contribute to the
Partnership $170,312, which represented the amount of all distributions
they previously received from sale and refinancing proceeds, and such
amount was included in the final liquidating distribution made to the
Holders of Interests.

     In connection with its winding up, the Partnership entered into an
agreement (the "Winding Up Agreement") with JMB Realty Corporation, the
Corporate General Partner, pursuant to which the Corporate General Partner
generally assumed the obligation to pay or otherwise discharge expenses and
liabilities of the Partnership not otherwise paid, discharged or provided
for by the Partnership, including contingent liabilities of the
Partnership, that may arise after its winding up.  In consideration of such
assumption, the Partnership paid the Corporate General Partner $3,240 in
cash and transferred to the Corporate General Partner the Partnership's
contingent rights, if any, to indemnification or reimbursement, including
coverage and benefits under contracts of insurance, and certain other
rights to receive or collect amounts, if any, that may be payable to the
Partnership.


INVESTMENT IN UNCONSOLIDATED VENTURES

     Summary financial information for Wells Fargo Center - South Tower
(through foreclosure date), JMB/Piper, JMB/Piper II and JMB/900 (no longer
an unconsolidated venture as of March 1999, the venture partner interest
purchase date) for the years ended 2001 and 2000 follows is as:
                                           2001           2000
                                       ------------   ------------

Current assets. . . . . . . . . . . .  $      --         9,698,405
Current liabilities . . . . . . . . .         --       (17,413,229)
                                       ------------   ------------
    Working capital (deficit) . . . .         --        (7,714,824)
                                       ------------   ------------
Other assets. . . . . . . . . . . . .         --        34,542,162
Deferred expenses . . . . . . . . . .         --         6,623,036
Investment properties, net. . . . . .         --       211,915,769
Other liabilities . . . . . . . . . .         --          (204,699)
Long-term debt. . . . . . . . . . . .         --      (267,747,093)
Venture partners' equity (deficit). .         --        (1,864,141)
                                       ------------   ------------
    Partnership's capital (deficit) .  $      --       (24,449,790)
                                       ============   ============
Represented by:
  Invested capital. . . . . . . . . .  $      --       111,275,212
  Cumulative distributions. . . . . .         --       (40,508,173)
  Cumulative losses . . . . . . . . .         --       (95,216,829)
                                       ------------   ------------
                                       $      --       (24,449,790)
                                       ============   ============

Total income. . . . . . . . . . . . .  $ 36,758,340     51,131,706
Expenses applicable to operating
  earnings. . . . . . . . . . . . . .    49,122,317     56,204,699
                                       ------------   ------------
Net earnings (loss) . . . . . . . . .  $(12,363,977)    (5,072,993)
                                       ============   ============



<PAGE>


     Total income and net earnings (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, 1999
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 differed 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 $4,869,000, $3,112,000 and
$3,629,000) were not recognized in 2001, 2000 and 1999, respectively.


SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

                                            2001
                      -----------------------------------------------
                            3/31       6/30       9/30       12/31
                        ----------- ---------- ----------  ----------
Total income. . . . . . $   143,278    103,770     81,794      52,011
                        =========== ========== ==========  ==========

Earnings (loss) before
  extraordinary items . $(1,789,706)(2,000,517)(1,767,731) (2,754,694)
Extraordinary items . .       --     7,618,718      --     76,226,430
                        ----------- ---------- ----------  ----------
Net earnings (loss) . . $(1,789,706) 5,618,201 (1,767,731) 73,471,736
                        =========== ========== ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   extraordinary items. $     (3.88)     (4.34)     (3.84)      (5.98)
  Extraordinary item. .       --         17.05      --         121.70
                        ----------- ---------- ----------  ----------
      Net earnings
       (loss) . . . . . $     (3.88)     12.71      (3.84)     115.72
                        =========== ========== ==========  ==========


                                            2000
                      -----------------------------------------------
                            3/31       6/30       9/30       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)
                        =========== ========== ==========  ==========





<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 2001 and 2000.



                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

     The Corporate General Partner of the Partnership was 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, had responsibility for all aspects
of the Partnership's operations, subject to the requirement that purchases
and sales of real property were to 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 was 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 have been
engaged in a range of real estate activities.  Certain services were
provided to the Partnership or its investment properties by affiliates of
the General Partners, including insurance brokerage and administrative
services.  In general, such services were to be provided on terms no less
favorable to the Partnership than could be obtained from independent third
parties and were otherwise subject to conditions and restrictions contained
in the Partnership Agreement.  The Partnership Agreement permitted the
General Partners and their affiliates to provide services to, and otherwise
deal and do business with, persons who may have been engaged in
transactions with the Partnership, and permitted 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 have been 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 have been
affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell (or consent to
the sale of) 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 had 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          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, 2002.  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,
2002.  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 64) is an individual general partner of JMB
Income-V.  Mr. Malkin has been associated with JMB since October, 1969.  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.  Mr. Malkin was also Co-
Chairman of the Board of Directors of Urban Shopping Centers, Inc. from its
inception in 1993 until November 2000.

     Neil G. Bluhm (age 64) 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 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 63) 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 60) has been associated with JMB since July,
1972.  Until August 2001, Mr. Nathan was an Executive Vice President of JMB
and, until December 2000, an officer and/or director of certain JMB
affiliates.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 68) has been associated with JMB since December,
1972.  He is also President and a director of JMB Insurance Agency, Inc.

     John G. Schreiber (age 55) has been associated with JMB since
December, 1970.  Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm.  He is also a senior advisor and partner of
Blackstone Real Estate Advisors, L.P., which manages large private equity
funds.  Mr. Schreiber is a trustee of AMLI Residential Properties Trust and
a director of Host Marriott Corporation and of The Rouse Company, as well
as a director of a number of mutual funds advised by T. Rowe Price
Associates, Inc.  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 53) 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 49) 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 53) 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 had no officers or directors.  The Partnership was
required to pay a management fee to the Corporate General Partner and the
General Partners were entitled to receive a share of cash distributions,
when and as cash distributions were 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
2001, the General Partners received cash distributions from operations of
$313,699, and the Corporate General Partner was paid a partnership
management fee in the amount of $522,831.  For 2001, the General Partners
were allocated income for Federal income tax purposes of approximately
$7,944,120.

     In connection with the liquidation and termination of the Partnership,
the General Partners were required to contribute to the Partnership
$170,312, which represented the amount of all distributions they previously
received from sale and refinancing proceeds, and such amount was included
in the liquidating distribution made to the Holders of Interests.  The
General Partners were required to contribute such amount because the
Holders of Interests had not received distributions of sale or refinancing
proceeds equal to their initial capital investment in the Partnership plus
certain other distributions constituting a specified return on their
average adjusted capital investment (i.e., their initial capital investment
as reduced by sale or refinancing proceeds previously distributed) for each
year commencing with the third quarter of 1986.



<PAGE>


     The Partnership was permitted to engage in various transactions
involving the General Partners and their affiliates, certain of which may
have involved 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.

     The General Partners of the Partnership or their affiliates were
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 2001, $43,788 of out-of-pocket
expenses were reimbursed to the General Partner or its affiliates.

     Additionally, the General Partners were also entitled to reimburse-
ments of salaries and salary-related expenses for legal, accounting and
portfolio management services.  Such costs for 2001 were $150,367, all of
which was paid as of December 31, 2001 prior to termination of the
Partnership.  Reference is made to the Notes.

     In connection with its winding up, the Partnership entered into an
agreement (the "Winding Up Agreement") with JMB Realty Corporation, the
Corporate General Partner, pursuant to which the Corporate General Partner
generally assumed the obligation to pay or otherwise discharge expenses and
liabilities of the Partnership not otherwise paid, discharged or provided
for by the Partnership, including contingent liabilities of the
Partnership, that may arise after its winding up.  In consideration of such
assumption, the Partnership paid the Corporate General Partner $3,240 in
cash and transferred to the Corporate General Partner the Partnership's
contingent rights, if any, to indemnification or reimbursement, including
coverage and benefits under contracts of insurance, and certain other
rights to receive or collect amounts, if any, that may be payable to the
Partnership.




<PAGE>


<table>
<caption>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  No person or group was known by the Partnership to have owned beneficially more than 5% of the
outstanding Interests of the Partnership immediately prior to its liquidation and winding up.

     (b)  The Corporate General Partner, its executive officers and directors and the Associate General Partner
beneficially owned the following Interests of the Partnership immediately prior to its liquidation and winding up:

                        NAME OF                            AMOUNT AND NATURE
                        BENEFICIAL                         OF BENEFICIAL                       PERCENT
TITLE OF CLASS          OWNER                              OWNERSHIP                           OF CLASS
--------------          ----------                         -----------------                   --------

                     <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 had 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, was deemed to have shared voting and investment power.

     (2)  Includes 4.7578 Interests owned by an executive officer for which such officer had sole investment and
voting power as to such Interests so owned, and 1.68072 Interests owned by an estate for which such officer acts
as co-executor and was 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 possessed 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 existed no arrangement, known to the Partnership, the operation of which may have resulted 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 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-C.   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-D.   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.

                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.



<PAGE>


                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 arehereby incorporated herein by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-16111) dated March 28, 1994.

                10-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.  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-G.  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.

                10-H.  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-I.  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-J.  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-K.  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.



<PAGE>


                10-L.  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-M.  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-N.  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-O.  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-P.  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-Q.  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.

                10-R.  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.

                10-S.  Foreclosure Sale Certificate by and among Carlyle
Real Estate Limited Partnership - XV, Carlyle Real Estate Limited
Partnership - XIV, Maguire Partners-Bunker Hill, Ltd., Maguire Partners-
South Tower, LLC, and Wells Fargo Bank, N.A. dated December 17, 2001 is
hereby incorporated herein by reference to the Partnership's Report on Form
8-K (File No. 0-16111) dated December 17, 2001.

                10.T   Acknowledgment, Consent and Waiver between Carlyle
Real Estate Limited Partnership - XV and ATC Realty Seventeen, Inc. and
Wells Fargo Bank, N.A. is hereby incorporated herein by reference to the
Partnership's Report on Form 8-K (File No. 0-16111) dated December 17,
2001.



<PAGE>


                21.    List of Subsidiaries.

                24.    Powers of Attorney.

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

       (b)  On December 17, 2001, the Partnership filed a report on Form
8-K with respect to the transfer of its interest in the limited liability
company which owns the Wells Fargo Center - South Tower.  Such report on
Form 8-K included a description of the sale.


       No annual report for the fiscal year 2001 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 25, 2002

     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 25, 2002

                        NEIL G. BLUHM*
                 By:    Neil G. Bluhm, President and Director
                 Date:  March 25, 2002

                        H. RIGEL BARBER*
                 By:    H. Rigel Barber, Chief Executive Officer
                 Date:  March 25, 2002



                        GAILEN J. HULL
                 By:    Gailen J. Hull, Senior Vice President and
                        Principal Accounting Officer
                 Date:  March 25, 2002

                        A. LEE SACKS*
                 By:    A. Lee Sacks, Director
                 Date:  March 25, 2002

                        STUART C. NATHAN*
                 By:    Stuart C. Nathan, Director
                 Date:  March 25, 2002


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



                        GAILEN J. HULL
                 By:    Gailen J. Hull, Attorney-in-Fact
                 Date:  March 25, 2002


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

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

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



<PAGE>


                                           Document
                                         Incorporated
                                         By Reference         Page
                                         ------------         ----
10-G.     Purchase Agreement between
          C-C California Plaza Partnership
          and California Plaza at Walnut Creek,
          Inc. entered into as of December 16,
          1999                                    Yes

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

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

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

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

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

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

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

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

10-Q.     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



<PAGE>


                                           Document
                                         Incorporated
                                         By Reference         Page
                                         ------------         ----
10-R.     Stipulation Agreement between
          Teachers Insurance and Annuity
          Association of America and
          222 S. Ninth Street Limited
          Partnership, et al. dated
          July 20, 2000                           Yes

10-S.     Foreclosure Sale Certificate
          between Carlyle Real Estate
          Limited Partnership - XV, Carlyle
          Real Estate Limited Partnership
          - XIV, Maguire Partners - Bunker
          Hill, Ltd., Maguire Partners -
          South Tower, LLC, and Wells
          Fargo Bank, N.A. dated
          December 17, 2001.                      Yes

10-T.     Acknowledgement, Consent and
          Waiver between Carlyle Real Estate
          Limited Partnership - XV and
          ATC Realty Seventeen, Inc. and
          Wells Fargo Bank, N.A.                  Yes

21.       List of Subsidiaries                     No

24.       Powers of Attorney                       No