EXHIBIT 4-E
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(Carlyle-XV)



             AMENDED AND RESTATED PROMISSORY NOTE


$40,834,557.40                                October __, 1996



          FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby
promises to pay to the order of WELLS FARGO BANK, N.A., a national banking
association ("Bank"), at its office at 2120 E. Park Place, Suite 100, El
Segundo, California 90245 (Attn: J. Morgan)(or such other place as Bank may
direct from time to time), in lawful money of the United States and in
immediately available funds, (i) the principal amount of FORTY MILLION
EIGHT HUNDRED THIRTY-FOUR THOUSAND FIVE HUNDRED FIFTY-SEVEN AND 40/100
DOLLARS ($40,834,557.40) on September 1, 2003, (and such earlier times as
provided herein) and (ii) interest from the date hereof (computed on the
basis of a year of 360 days for the actual number of days elapsed), in like
money and funds and at such office, on principal amounts outstanding
hereunder until paid in full, at a rate per annum of:

          (a)  seventeen percent (17%), to and including the date of
maturity (whether at the stated due date, upon acceleration or otherwise),
said interest to be payable at the times and in the amounts set forth in
Section 4 of the Loan Modification Agreement (defined below); and

          (b)  after maturity (whether at scheduled maturity, upon
acceleration or otherwise), the greater of (i) seventeen percent (17%) per
annum, or (ii) Bank's "Prime Rate" from time to time PLUS five percent
(5%), which post-maturity interest shall change effective on and as of the
date of each change in Bank's Prime Rate and shall be payable upon demand. 
(Bank's "Prime Rate" is the rate of interest which Bank announces publicly
from time to time at its San Francisco or Los Angeles executive office as
its "prime rate" for unsecured commercial borrowings.)

          This Note is the "New Note" referred to in the Loan
Modification Agreement by and between Borrower and Bank dated as of the
date hereof (the "Loan Modification Agreement"), and amends and restates
that certain Promissory Note dated December 30, 1985, made by Borrower to
Bank (as successor in interest to Crocker National Bank) in the original
principal amount of $12,250,000.  This Note is secured by certain
Collateral more specifically described in the Security Agreements and as
provided in the Loan Modification Agreement.

          Whenever any Collateral proceeds or cash Collateral (including,
without limitation, any Subject Disbursements or Management Disbursements)
are received by Bank (or are collected by or paid to Bank) under any of the
Loan Documents (as defined in the Loan Modification Agreement), such amount
shall be immediately due and payable under this Note.  Such amount shall be
applied first to expenses and other amounts due other than principal and
interest, then to interest and then to principal owing under this Note. 
However, notwithstanding the foregoing, so long as Maguire/Thomas Partners
Development Ltd. ("Property Manager") is obligated to make monthly
installment payments of the "Manager's Payment" to Borrower or Bank under
the Manager's Letter Agreement (as defined in the Loan Modification
Agreement), or Maguire Thomas Partners-South Tower, LLC is obligated to
withhold any installment of the Manager's Payment, if requested by Borrower
or Bank, Borrower's sixty-five percent (65%) share of the $25,000 shall be
due and payable under this Note no later than thirty (30) days after the
date Bank gives written notice to Property Manager or Maguire Partners-
Bunker Hill, Ltd. ("Maguire")(with a copy to Borrower), or notice directly
to Borrower, of the failure of Property Manager or Maguire to pay such
installment payment within the five (5) business day cure period following
the date such installment payment is due.  Since such installment payment
is due on the first day of each calendar month under the Manager's Letter
Agreement, the corresponding payment under this Note shall be due and owing
to the Bank on that same date, subject to such cure period.

          Upon any failure by Borrower to (i) make any payment of
principal hereunder when and as the same shall become due and payable, or
(ii) make any payment of interest hereunder within (5) days after such
interest becomes due and payable, or upon any other default under this
Note, or upon the occurrence of an Event of Default as defined in the Loan
Agreement (as defined in the Loan Modification Agreement) or the Security
Agreements, the holder of this Note may, at its option and without notice,
declare immediately due and payable the entire unpaid principal balance of
this Note, together with all accrued but unpaid interest.

          Borrower, for itself and its successors and assigns, hereby
waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and nonpayment of this Note. Borrower expressly agrees
that this Note or any payment hereunder may be extended from time to time,
and that Bank may accept security or release any security herefor, all
without in any way affecting the liability of Borrower or any endorsers or
guarantors hereof.

          No extension of time for the payment of this Note or any
renewal or modification hereof made by agreement by Bank with any person or
entity now or hereafter liable for the payment of this Note shall affect
the liability of Borrower under this Note, even if Borrower is not a party
to such agreement.

          Borrower agrees to pay all collection expenses, court costs and
reasonable attorneys' fees which may be incurred in connection with the
collection, defense, or enforcement of this Note or any part hereof,
including by exercising any rights available to a creditor with respect to
this Note or any Collateral in any case commenced by or against the
Borrower under any provision of the United States Bankruptcy Code.  If any
suit or action is instituted to enforce this Note, Borrower promises to
pay, in addition to the costs and disbursements otherwise allowed by law,
reasonable attorneys' fees in such suit or action.  In the event that suit
is brought under this Note, any judgment obtained in or as a result of such
suits shall be enforceable solely against the Collateral, and Borrower and
its partners shall have no personal liability therefor.

          All amounts payable under this note are payable in lawful money
of the United States.  Checks will constitute payment only when collected.

          Notwithstanding anything to the contrary in this Note, Bank is
entitled to all of the benefits provided to it in the Loan Agreement, the
Loan Modification Agreement, the Security Agreements and all other Loan
Documents, and reference is hereby made to the foregoing for full
particulars of the matters described therein.

          Terms used in this Note and not otherwise defined herein shall
have the meanings given to such terms in the Loan Modification Agreement.

          This Note shall be governed by and construed in accordance with
the laws of the State of California.

                         CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XV,
an Illinois limited partnership

                         By:  JMB Realty Corporation



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