SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                 FORM 10-K


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



For the fiscal year
ended December 31, 2000               Commission File Number 0-12791



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



        Illinois                          36-3207212
(State of organization)         (I.R.S. Employer Identification No.)



900 N. Michigan Ave., Chicago, Illinois       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
                             (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 . . . . . . . . . . . . . . . . . .  10

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

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


PART II

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

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

Item 7.      Management's Discussion and
             Analysis of Financial Condition and
             Results of Operations. . . . . . . . . . . . .  14

Item 7A.     Quantitative and Qualitative Disclosures
             about Market Risk. . . . . . . . . . . . . . .  17

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . . .  18

Item 9.      Changes in and Disagreements
             with Accountants on Accounting
             and Financial Disclosure . . . . . . . . . . .  42


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . . .  42

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

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . . .  46

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . . .  47


PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . . .  47


SIGNATURES    . . . . . . . . . . . . . . . . . . . . . . .  51








                                     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-XIII (the
"Partnership"), is a limited partnership formed in late 1982 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois to invest in improved income-producing commercial and residential
real property.  The Partnership sold 366,177.57 limited partnership
interests (the "Interests") at $1,000 per Interest commencing on June 9,
1983, pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 2-81125 and No. 2-87033).   The
offering closed on May 22, 1984.  No holder of Interests (hereinafter,
"Holder" or "Holder of Interests") has made any additional capital
contribution after such date.  The Holders of Interests share in their
portion of the benefits of ownership of the Partnership's real property
investments according to the number of Interests held.

     The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments are or have been held by fee title, leasehold estates
and/or through joint venture partnership interests.  The Partnership's real
estate investments were located throughout the nation and it has no real
estate investments located outside of the United States.  A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole.  Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2033.  The Partnership is self-liquidating in nature.  At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties.  At December 31, 2000, the Partnership,
through JMB/NYC Office Building Associates, L.P. ("JMB/NYC"), had indirect
interests in partnerships that own 1290 Avenue of the Americas and 237 Park
Avenue and a portfolio of other investments.  JMB/NYC's interest in 1290
Avenue of the Americas was sold in March 2001, as described below.

     In October 1994, the Affiliated Partners, through JMB/NYC, entered
into an agreement (the "Agreement") with affiliates (the "Olympia & York
affiliates") of Olympia & York Developments, Ltd. ("O&Y") who were the
venture partners in the Joint Ventures that owned the 237 Park Avenue, 1290
Avenue of the Americas and 2 Broadway Buildings, to resolve certain
disputes among the Affiliated Partners and the Olympia & York affiliates.
In general, the parties agreed to:  (i) restructure the first mortgage
loan; (ii) sell the 2 Broadway Building; (iii) reduce or eliminate approval
rights of JMB/NYC with respect to virtually all property management,
leasing, sale or refinancing; (iv) amend the Joint Ventures' agreements to
eliminate any funding obligations by JMB/NYC and (v) establish a new
preferential cash distribution level for the Olympia & York affiliates.  In
accordance with the Agreement and in anticipation of the sale of the 2
Broadway Building, the unpaid first mortgage indebtedness previously
allocated to the 2 Broadway Building was allocated in 1994 to the 237 Park
Avenue and 1290 Avenue of the Americas Buildings.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the Joint Ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties remaining after the sale of 2
Broadway.  In June 1995, the 2 Broadway Joint Ventures filed their
pre-arranged bankruptcy plans for reorganization, and in August 1995, the


<PAGE>


bankruptcy court entered an order confirming their plans of reorganization.
In September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or the Olympia

York affiliates.

     Bankruptcy filings for the Joint Ventures owning the 237 Park Avenue
and 1290 Avenue of the Americas properties were made in April 1996, and in
August 1996, an Amended Plan of Reorganization and Disclosure Statement
(the "Plan") was filed with the Bankruptcy Court for these Joint Ventures.
The Plan was accepted by the various classes of debt and equity holders and
confirmed by the Court on September 20, 1996 and became effective
October 10, 1996 ("Effective Date").

     The Plan provided that JMB/NYC had an indirect limited partnership
interest which, before taking into account significant preferences to other
partners, equaled approximately 4.9% of the reorganized and restructured
ventures owning 237 Park and 1290 Avenue of the Americas (the
"Properties").  Neither O&Y nor any of its affiliates retained any direct
or indirect continuing interest in the Properties.  The new ownership
structure gave control of the Properties to an unaffiliated real estate
investment trust ("REIT") owned primarily by holders of the first mortgage
debt that encumbered the Properties prior to the bankruptcy.  JMB/NYC had,
under certain limited circumstances, through January 1, 2001 rights of
consent regarding sale of the Properties or the consummation of certain
other transactions that would have significantly reduced indebtedness of
the Properties.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT had the right to purchase JMB/NYC's interest in the
Properties for an amount based on a formula relating to the operations of
the Properties (the "Formula Price").

     The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements (other than
that related to a certain indemnification agreement provided in connection
with such restructuring).

     In 1996, the Affiliated Partners entered into a joint and several
obligation to indemnify the REIT to the extent of $25 million to ensure
their compliance with the terms and conditions relating to JMB/NYC's
indirect limited partnership interest in the restructured and reorganized
joint ventures that owned the Properties.  The Affiliated Partners
contributed approximately $7,800,000 (of which the Partnership's share was
approximately $1,900,000) to JMB/NYC, which was deposited into an escrow
account as collateral for such indemnification.  These funds were invested
in stripped U.S. Government obligations with a maturity date of February
15, 2001.  Subsequent to that date, the remaining escrowed funds have been
invested in short-term U.S. Government obligations.  Due to the
Restructuring discussed below, during 1999 the maximum potential obligation
was reduced to approximately $14,300,000 and a portion of the collateral
(approximately $4,460,000 in face amount) was released to JMB/NYC.  In
connection with the purchase of JMB/NYC's indirect interest in The 1290
Partnership (as discussed below), the remaining collateral was released to
JMB/NYC in late March 2001.  The Partnership's share of the reduction of
the maximum unfunded obligation under the indemnification agreement
recognized as income in the accompanying statements of operations is a
result of interest earned on amounts contributed by the Partnership and
held in escrow for JMB/NYC, and, in 1999, the agreed upon reduction of the
maximum unfunded obligation.  Interest income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.



<PAGE>


     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 (of which the
Partnership's share is approximately $350,000) at closing.  Such amount is
payable to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share is approximately $1,425,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC.  The Purchase Note requires payment of principal
and interest out of distributions made to JMB/NYC from the 1290 Partnership
and the 237 Partnership.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001, and JMB/NYC does not have funds to pay the Purchase Note.
The limited partners of JMB/NYC, as creditors, and the holder of the
Purchase Note have agreed to certain steps within one year of maturity of
the Purchase Note as discussed below.  The outstanding principal and
accrued and deferred interest on the Purchase Note at December 31, 2000,
was approximately $151,152,000.



<PAGE>


     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder will take the appropriate
steps necessary to foreclose upon and obtain JMB/NYC's interest in the
Upper Tier Partnership in lieu of seeking any other damages.

     It is not expected that the Partnership will make any significant
distributions to the Holders of Interests.  However, in connection with the
sale JMB/NYC's interest in the 1290 Partnership and the sale or other
disposition of 237 Park Avenue or the Partnership's (or JMB/NYC's) interest
in the 237 Partnership, Holders of Interests will recognize a substantial
amount of net gain for Federal income tax purposes (corresponding at a
minimum to all or most of their deficit capital account balances for tax
purposes related to each such investment) even though the Partnership is
not able to make any significant amounts of distributions.  As a result of
the sale of the interest in the 1290 Partnership, a portion of such gain
will be recognized in 2001.  If JMB/NYC's indirect interest in the 237
Partnership is sold in 2001, the entire amount of such gain would be
recognized in the current year.  For certain Holders of Interests such
taxable income may be offset by their suspended passive activity losses (if
any).  Each Holder's tax consequences will depend on his own tax situation.

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



<PAGE>


<TABLE>
<CAPTION>

                                                       SALE OR DISPOSITION
                                                         DATE OR IF OWNED
                                                       AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                       DATE OF     ORIGINAL INVESTED
    AND LOCATION                  SIZE      PURCHASE  CAPITAL PERCENTAGE (a)        TYPE OF OWNERSHIP
----------------------        ----------    --------  ----------------------        ---------------------
<S>                          <C>           <C>       <C>                            <C>
 1. Copley Place
     multi-use complex
     Boston,
     Massachusetts. . .       1,220,000
                                sq.ft.       9/1/83           1/23/97               fee ownership of improve-
                                n.r.a.                                              ments and leasehold
                                                                                    interest in air rights
                                                                                    (through joint venture
                                                                                    partnership)
 2. 1001 Fourth Avenue
     Plaza
     office building
     Seattle,
     Washington . . . .        678,000
                                sq.ft.       9/1/83           11/1/93               fee ownership of land and
                                n.r.a.                                              improvements
 3. First Tennessee
    Plaza
    (Plaza Tower)
     office building
     Knoxville,
     Tennessee. . . . .        418,000
                                sq.ft.      10/26/83          9/19/97               fee ownership of land and
                                n.r.a.                                              improvements
 4. Gables Corporate
     Plaza
     office building
     Coral Gables,
     Florida. . . . . .        106,000
                                sq.ft.      11/15/83          1/5/94                fee ownership of land and
                                n.r.a.                                              improvements (through joint
                                                                                    venture partnership)
 5. University Park
     office building
     Sacramento,
     California . . . .        120,000
                                sq.ft.       1/16/84          1/10/94               fee ownership of land and
                                n.r.a.                                              improvements



<PAGE>


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

6.  Sherry Lane Place
     office building
     Dallas, Texas. . .        286,000
                                sq.ft.       12/1/83          9/12/97               fee ownership of land and
                                n.r.a.                                              improvements (through joint
                                                                                    venture partnerships)
7.  Allied Automotive
     Center
     Southfield,
     Michigan . . . . .        192,000
                                sq.ft.       3/30/84         10/10/90               fee ownership of land and
                                n.r.a.                                              improvements
8.  Commercial Union
     Building
     Quincy,
     Massachusetts. . .        172,000
                                sq.ft.       3/12/84          8/15/91               fee ownership of land and
                                n.r.a.                                              improvements
9.  237 Park Avenue
     Building
     New York,
     New York . . . . .       1,140,000
                                sq.ft.       8/14/84          (f) (g)               fee ownership of land and
                                n.r.a.                                              improvements (through joint
                                                                                    venture partnerships)
                                                                                    (b)
10. 1290 Avenue of
     the Americas
     Building
     New York,
     New York . . . . .       2,000,000
                                sq.ft.       7/27/84          3/23/01               fee ownership of land and
                                n.r.a.                          (f)                 improvements (through joint
                                                                                    venture partnerships)
                                                                                    (b)
11. 2 Broadway
     Building
     New York,
     New York . . . . .       1,600,000
                                sq.ft.       8/14/84          9/18/95               fee ownership of land and
                                n.r.a.                                              improvements (through joint
                                                                                    venture partnerships)



<PAGE>


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

12. Long Beach Plaza
     shopping center
     Long Beach,
     California . . . .        559,000
                                sq.ft.       6/22/83         12/31/98               fee ownership of land and
                                g.l.a.                                              improvements and leasehold
                                                                                    interest in the parking
                                                                                    structure (c)(e)
13. Michael's (Marshall's)
     Aurora Plaza
     shopping center
     Aurora (Denver),
     Colorado . . . . .        123,000
                                sq.ft.       4/1/83          10/15/97               fee ownership of land and
                                g.l.a.                                              improvements
14. Old Orchard
     shopping center
     Skokie (Chicago),
     Illinois . . . . .        843,000
                                sq.ft.       4/1/84           8/30/93               fee ownership of land and
                                g.l.a.                                              improvements (through a
                                                                                    joint venture partnership)
15. Heritage Park-II
     Apartments
     Oklahoma City,
     Oklahoma . . . . .        244 units     7/1/83           3/26/92               fee ownership of land and
                                                                                    improvements (through a
                                                                                    joint venture partnership)
16. Quail Place
     Apartments
     Oklahoma City,
     Oklahoma . . . . .        180 units     7/1/83           3/26/92               fee ownership of land and
                                                                                    improvements (through a
                                                                                    joint venture partnership)
17. Lake Point
     Apartments
     Charlotte,
     North Carolina . .        208 units     9/15/83         12/29/89               fee ownership of land and
                                                                                    improvements


<PAGE>


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

18. Eastridge
     Apartments
     Tucson, Arizona. .        456 units     8/23/83          6/30/94               fee ownership of land and
                                                                                    improvements (through a
                                                                                    joint venture partnership)
19. Rio Cancion
     Apartments
     Tucson, Arizona. .        380 units     8/18/83          3/31/93               fee ownership of land and
                                                                                    improvements
20. Bridgeport
     Apartments
     Irving, Texas. . .        312 units     9/30/83          4/2/92                fee ownership of land and
                                                                                    improvements
21. Carrollwood Station
     Apartments
     Tampa, Florida . .        336 units    12/16/83          3/2/98                fee ownership of land and
                                                                                    improvements (through a
                                                                                    joint venture partnership)
                                                                                    (d)
22. Greenwood Creek II
     Apartments
     Benbrook
     (Fort Worth),
     Texas. . . . . . .        152 units     3/30/84          4/6/93                fee ownership of land and
                                                                                    improvements
23. The Glades
      Apartments
      Jacksonville,
      Florida . . . . .        360 units     10/9/84         11/21/96               fee ownership of land and
                                                                                    improvements (through a
                                                                                    joint venture partnership)




<PAGE>


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

  (a)    The computation of this percentage for properties held at
December 31, 2000 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.

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

  (c)    Reference is made to the Notes for a description of the leasehold
interest in the land on which a portion of this real property investment
had been situated.

  (d)    The Partnership's interest in this property has been sold.
Reference is made to the Notes for a description of the sale of such real
property investment.

  (e)    This property has been disposed of.  Reference is made to the
Notes for a description of such transaction.

  (f)    The original invested capital percentage for the 237 Park Avenue
Building and the 1290 Avenue of the Americas Building was 4% and 8%,
respectively.  Reference is made to the Notes for a description of the
reorganization and restructuring of the Partnership's indirect interests in
these investment properties.

  (g)    As a result of the restructuring that occurred in 1999, the
Partnership owns through JMB/NYC an indirect interest in 237 Park Avenue
and certain other investments.  Reference is made to the Notes for a
description of such transaction.



</TABLE>


<PAGE>


     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

     As a result of the restructuring that occurred in 1999, the
Partnership owned through JMB/NYC (i) an indirect interest in 1290 Avenue
of the Americas, and (ii) an indirect interest in 237 Park Avenue and
certain other investments.  JMB/NYC's interests in 1290 Avenue of the
Americas was sold on March 23, 2001.

     The following is certain information concerning 237 Park Avenue and
1290 Avenue of the Americas.

      PROPERTY AND LOCATION                    NET RENTABLE AREA

      237 Park Avenue Building                 1,140,000 square feet
      New York, New York

      1290 Avenue of the Americas Building     2,000,000 square feet
      New York, New York



ITEM 3.  LEGAL PROCEEDINGS

     The Partnership is not subject to any material pending 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
1999 and 2000.





<PAGE>


                                  PART II

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

     As of December 31, 2000, there were 36,712 record holders of the
351,777.13 Interests outstanding in the Partnership.  There is no public
market for Interests and it is not anticipated that a public market for
Interests will develop.  Upon request, the Corporate General Partner may
provide information relating to a prospective transfer of Interests to an
investor desiring to transfer his Interests.  The price to be paid for the
Interests, as well as any other economic aspects of the transaction, will
be subject to negotiation by the investor.  There are certain conditions
and restrictions on the transfer of Interests, including, among other
things, the requirement that the substitution of a transferee of Interests
as a Limited Partner of the Partnership be subject to the written consent
of the Corporate General Partner, which may be granted or withheld in its
sole and absolute discretion.  The rights of a transferee of Interests who
does not become a substituted Limited Partner will be limited to the rights
to receive his share of profits or losses and cash distributions from the
Partnership, and such transferee will not be entitled to vote such
Interests or have other rights of a Limited Partner.  No transfer will be
effective until the first day of the next succeeding calendar quarter after
the requisite transfer form satisfactory to the Corporate General Partner
has been received by the Corporate General Partner.  The transferee
consequently will not be entitled to receive any cash distributions or any
allocable share of profits or losses for tax purposes until such next
succeeding calendar quarter.  Profits or losses from operations of the
Partnership for a calendar year in which a transfer occurs will be
allocated between the transferor and the transferee based upon the number
of quarterly periods in which each was recognized as the Holder of the
Interests, without regard to the results of the Partnership's operations
during particular quarterly periods and without regard to whether cash
distributions were made to the transferor or transferee.  Profits or losses
arising from the sale or other disposition of Partnership properties will
be allocated to the recognized Holder of the Interests as of the last day
of the quarter in which the Partnership recognized such profits or losses.
Cash distributions to a Holder of Interests arising from the sale or other
disposition of Partnership properties will be distributed to the recognized
Holder of the Interests as of the last day of the quarterly period with
respect to which such distribution is made.

     Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Holders of Interests.  The purchase money note issued by
JMB/NYC in connection with its acquisition of interests in the 237 Park
Avenue and 1290 Avenue of the Americas investment properties requires that
any distributions payable to JMB/NYC with respect to such investment
properties be applied to reduce the outstanding principal and interest on
the purchase money note.  Reference is made to the Notes for a discussion
of the provisions of the Partnership Agreement relating to cash
distributions.  It is not expected that any significant distributions will
be made by the Partnership to the Holders of Interests.





<PAGE>


<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA

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

                                 DECEMBER 31, 2000, 1999, 1998, 1997 AND 1996

                                 (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
                                2000           1999          1998           1997          1996
                           -------------  -------------   -----------   ------------  ------------
<S>                       <C>            <C>            <C>            <C>           <C>
Total income. . . . . . . . $    137,952        300,152     5,173,967     16,941,329    69,093,943
                            ============   ============  ============   ============  ============
Earnings (loss) before
 gains on sale or disposi-
 tion of securities,
 investment properties
 or interest in invest-
 ment property. . . . . . . $   (291,388)     2,286,026   (4,612,001)     (5,592,268)   42,099,222
Gains (losses) on sale
 or disposition of
 securities, investment
 properties or interest
 in investment property,
 net of venture partners'
 share of $14,492,690
 in 1997 and ($329,169)
 in 1996. . . . . . . . . .        --           980,945     5,365,511     96,019,552     5,484,249
                            ------------   ------------  ------------   ------------  ------------
Earnings (loss) before
 extraordinary items. . . .     (291,388)     3,266,971       753,510     90,427,284    47,583,471
Extraordinary items . . . .        --        (1,121,200)   47,015,485     55,468,888         --
                            ------------   ------------  ------------   ------------  ------------
Net earnings
 (loss) . . . . . . . . . . $   (291,388)     2,145,771    47,768,995    145,896,172    47,583,471
                            ============   ============  ============   ============  ============



<PAGE>


                                2000           1999          1998           1997          1996
                           -------------   ------------   -----------   ------------  ------------
Net earnings (loss) per
 Interest (b):
  Earnings (loss) before
   gains (losses) on sale or
   disposition of securities,
   investment properties or
   interest in investment
   property . . . . . . . .  $      (.80)          6.01        (12.12)        (14.67)       110.42
  Gains (losses) on sale
   or disposition of
   securities, investment
   properties or interest
   in investment
   property . . . . . . . .        --              2.66         14.54         259.75         14.83
  Extraordinary items . . .        --             (3.04)        74.92         150.05         --
                            ------------   ------------  ------------   ------------  ------------
  Net earnings (loss) . . . $       (.80)          5.63         77.34         395.13        125.25
                            ============   ============  ============   ============  ============
Total assets. . . . . . . . $  2,295,096      2,669,876     4,035,478     27,600,886   280,595,580
Long-term debt. . . . . . . $      --             --        1,667,340      1,479,679   384,098,834
Cash distributions
 per Interest (b) . . . . . $      --             --            30.00          25.00         --
                            ============   ============  ============   ============  ============
<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 or (loss) from the Partnership
in each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to
the cash generated or distributed by the Partnership.  Accordingly, cash distributions to the Holders of Interests
since the inception of the Partnership have not resulted in taxable income to such Holders of Interests and have
therefore represented a return of capital.

</TABLE>


<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

     As a result of the public offering of Interests as described in
Item 1, the Partnership had approximately $326,000,000 (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 invest-
ments and to satisfy working capital requirements.  A portion of the
proceeds was utilized to acquire the properties described in Item 1 above.

     At December 31, 2000, the Partnership had cash and cash equivalents of
approximately $2,162,000.  These funds are available for working capital
requirements, reserves and contingent liabilities and potential future
distributions to the General Partners and Holders of Interests.  As
discussed below, JMB/NYC sold its indirect interest in the 1290 Partnership
in March 2001.  The Partnership expects to receive its share of the
proceeds from such sale, as well as its share of the remaining funds held
as collateral pursuant to the indemnification.

     The Corporate General Partner has received from a third party a demand
letter and notice of planned environmental remedial activities relating to
petroleum hydrocarbons that may have leaked from underground storage tanks
at the 1001 Fourth Avenue Plaza office building.  A joint venture, which
had as its partners the Partnership with a 99.9% interest and the Corporate
General Partner with a 0.1% interest, had owned the 1001 Fourth Avenue
Plaza office building until it transferred ownership of the property to its
mortgage lender pursuant to a deed in lieu of foreclosure in November 1993.

At this time, the Partnership does not know if it has any liability for the
alleged contamination or the costs of remediation and related expenses and
intends to vigorously defend itself.  The outcome of such matter may affect
the timing of the liquidation of the Partnership.  Reference is made to the
Notes for a further discussion of such claim.

     The Partnership had suspended operating cash distributions to the
Holders of Interests and General Partners effective as of the first quarter
of 1992.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.



<PAGE>


     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 (of which the
Partnership's share is approximately $350,000) at closing.  Such amount is
payable to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share is approximately $1,425,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC.  The Purchase Note requires payment of principal
and interest out of distributions made to JMB/NYC from the 1290 Partnership
and the 237 Partnership.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001.  As expected, JMB/NYC does not have funds to pay the
Purchase Note.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note have agreed to certain steps within one year of
maturity of the Purchase Note as discussed below.  The outstanding
principal and accrued and deferred interest on the Purchase Note at
December 31, 2000,  was approximately $151,152,000.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder will take the appropriate
steps necessary to foreclose upon and obtain JMB/NYC's interest in the
Upper Tier Partnership in lieu of seeking any other damages.



<PAGE>


     Also in December 1999, JMB/NYC was entitled to receive refinancing
proceeds, as defined, of approximately $446,000 in respect of its indirect
interest in the 1290 Partnership as a result of a refinancing of the
mortgage note secured by the 1290 Avenue of Americas office building.
These proceeds were used by JMB/NYC to make a payment of approximately
$443,000 on the Purchase Note tranche held by its limited partners.

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds have been invested in short-term U.S. Government
obligations.  Due to the Restructuring, the maximum potential obligation
was reduced to $14,285,000, and a portion of the collateral (approximately
$4,460,000 in face amount) was released in 1999 to JMB/NYC.  In connection
with the purchase of JMB/NYC's indirect interest in the 1290 Partnership,
the remaining collateral (approximately $5,700,000, of which the
Partnership's share is approximately $1,425,000) was released to JMB/NYC in
late March 2001.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC, and, in 1999, the agreed upon
reduction of the maximum obligation.  Interest income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.

     It is not expected that the Partnership will make any significant
distributions to the Holders of Interests.  However, in connection with the
sale JMB/NYC's interest in the 1290 Partnership and the sale or other
disposition of 237 Park Avenue or the Partnership's (or JMB/NYC's) interest
in the 237 Partnership, Holders of Interests will recognize a substantial
amount of net gain for Federal income tax purposes (corresponding at a
minimum to all or most of their deficit capital account balances for tax
purposes related to each such investment) even though the Partnership is
not able to make any significant amounts of distributions.  As a result of
the sale of the interest in the 1290 Partnership, a portion of such gain
will be recognized in 2001.  If JMB/NYC's indirect interest in the 237
Partnership is sold in 2001, the entire amount of such gain would be
recognized in the current year.  For certain Holders of Interests such
taxable income may be offset by their suspended passive activity losses (if
any).  Each Holder's tax consequences will depend on his own tax situation.

     RESULTS OF OPERATIONS

     Significant fluctuations between periods in the accompanying
consolidated financial statements are primarily the result of the
disposition of Long Beach Plaza in December 1998, and the sale of the
Partnership's interest in Carrollwood Station Associates in March 1998.
Reference is made to the Notes in the accompanying consolidated financial
statements for discussions of such disposition and sale.

     The decrease in interest income and the decrease in mortgage and other
interest for the year ended December 31, 2000 as compared to the year ended
December 31, 1999 is primarily due to the sale of certain government
securities in December 1999.  The proceeds from such sale were used in
December 1999 to retire the note payable to the seller of the Long Beach
investment property in December 1999.  Reference is made to the Notes for a
description of such transactions.  The decrease in interest income for the
year ended December 31, 1999 as compared to the year ended December 31,
1998 is primarily due to lower average cash balances available for short
term investment as a result of the payments of previously deferred property


<PAGE>


management and leasing fees and distributions to Holders of Interests of
sale proceeds made in 1998.

     The dividend income for the year ended December 31, 1999 is due to
dividends paid by Carlyle Investors, Inc. and Carlyle Managers, Inc. to the
Partnership (as a shareholder of both corporations) as a result of amounts
distributed by JMB/NYC related to the escrow refund discussed above.

     The other income for the year ended December 31, 1998 represents
proceeds from the 1998 sale of stock which was received in a settlement of
claims against a tenant in bankruptcy.  The claim originated from the
Partnership's interest in the Old Orchard Venture prior to its being sold
in August 1993.

     The decrease in professional services and general and administrative
expenses for the years ended December 31, 2000 and 1999 as compared to the
year ended December 31, 1998 is primarily due to the Partnership incurring
fewer administrative costs due to the sales of the Partnership's
investments discussed above.

     The Partnership's share of the reduction of the maximum unfunded
obligation under the indemnification agreement recognized as income during
1999 of $2,809,020 is a result of the Partnership's share of the reduction
of the maximum indemnification obligation due to the Restructuring and
interest earned during 1999 on amounts contributed by the Partnership and
held in escrow by JMB/NYC.  Such interest income earned reduces the
Partnership's proportionate share of the maximum unfunded obligation under
the indemnification agreement.  The lower amounts of such reduction for the
years ended December 31, 2000 and 1998, compared to the year ended
December 31, 1999 are primarily due to the release of a portion of the
funds held in escrow in connection with the Restructuring in 1999 and a
corresponding reduction in the amount of interest earned on the lower
escrow balance during 2000.

     The gain on sale or disposition of securities or interest in
investment property for the year ended December 31, 1999 is due to the sale
of securities held by the Partnership.  Such gain of $5,365,511 for the
year ended December 31, 1998 consists of gain related to the sale of the
Partnership's interest in Carrollwood Station Associates.

     The extraordinary item of $1,121,200 for the year ended December 31,
1999 is due to a loss on the extinguishment of debt in 1999 related to the
early retirement of the note payable to the seller of Long Beach property.
The extraordinary item of $47,015,485 for the year ended December 31, 1998
consists of the forgiveness of principal and accrued but unpaid interest by
the lender at the time of disposition of the Long Beach Plaza.

INFLATION

     Due to the low level of inflation in recent years, inflation generally
has not had a material effect on rental income or property operating
expenses.

    Inflation is not expected to significantly impact future operations of
the Partnership.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Partnership does not believe that it is exposed to market risk
relating to interest rate changes.


<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


              CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                          (A LIMITED PARTNERSHIP)

                         AND CONSOLIDATED VENTURE


                                   INDEX


Independent Auditors' Report

Consolidated Balance Sheets, December 31, 2000 and 1999

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

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

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

Notes to Consolidated Financial Statements



SCHEDULES NOT FILED:

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




<PAGE>












                       INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII:

     We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XIII, a limited partnership, (the
Partnership), and consolidated venture 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
the Partnership and consolidated venture at December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.






                                             KPMG LLP


Chicago, Illinois
March 26, 2001



<PAGE>


<TABLE>
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE

                                          CONSOLIDATED BALANCE SHEETS

                                          DECEMBER 31, 2000 AND 1999

                                                    ASSETS
                                                    ------
<CAPTION>
                                                                               2000              1999
                                                                           ------------      -----------
<S>                                                                       <C>               <C>
 Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .    $  2,162,172        2,523,388
  Interest, rents and other receivables . . . . . . . . . . . . . . . .          27,736           41,300
                                                                           ------------     ------------
          Total current assets. . . . . . . . . . . . . . . . . . . . .       2,189,908        2,564,688

Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         105,188          105,188
                                                                           ------------     ------------

                                                                           $  2,295,096        2,669,876
                                                                           ============     ============



<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE

                                    CONSOLIDATED BALANCE SHEETS - CONTINUED

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

                                                                               2000              1999
                                                                           ------------      -----------
Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .    $    107,064          100,988
                                                                           ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . . .         107,064          100,988

Partnership's share of the maximum unfunded
  obligation under the indemnification agreement. . . . . . . . . . . .       2,136,349        2,225,817
Distribution received in excess of recorded investment. . . . . . . . .         661,228          661,228
                                                                           ------------     ------------
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . . .       2,904,641        2,988,033

Partners' capital accounts (deficits):
  General partners:
      Capital contributions . . . . . . . . . . . . . . . . . . . . . .           1,000            1,000
      Cumulative net earnings (losses). . . . . . . . . . . . . . . . .       1,103,458        1,115,114
      Cumulative cash distributions . . . . . . . . . . . . . . . . . .      (1,149,967)      (1,149,967)
                                                                           ------------     ------------
                                                                                (45,509)         (33,853)
                                                                           ------------     ------------
  Limited partners:
      Capital contributions, net of offering costs. . . . . . . . . . .     326,224,167      326,224,167
      Cumulative net earnings (losses). . . . . . . . . . . . . . . . .    (265,716,265)    (265,436,533)
      Cumulative cash distributions . . . . . . . . . . . . . . . . . .     (61,071,938)     (61,071,938)
                                                                           ------------     ------------
                                                                               (564,036)        (284,304)
                                                                           ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . . .        (609,545)        (318,157)
                                                                           ------------     ------------
                                                                           $  2,295,096        2,669,876
                                                                           ============     ============





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


<PAGE>


<TABLE>
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>

                                                             2000             1999             1998
                                                         ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>
Income:
  Rental income . . . . . . . . . . . . . . . . . . .    $      --               --           4,529,682
  Interest income . . . . . . . . . . . . . . . . . .         137,952          275,237          458,243
  Dividend income . . . . . . . . . . . . . . . . . .           --              20,757            --
  Other income. . . . . . . . . . . . . . . . . . . .           --               4,158          186,042
                                                         ------------     ------------     ------------
                                                              137,952          300,152        5,173,967
                                                         ------------     ------------     ------------
Expenses:
  Mortgage and other interest . . . . . . . . . . . .           --             233,008        4,771,671
  Property operating expenses . . . . . . . . . . . .           --               --           4,337,451
  Professional services . . . . . . . . . . . . . . .         125,217          164,881          271,017
  Amortization of deferred expenses . . . . . . . . .           --              12,196           28,688
  General and administrative. . . . . . . . . . . . .         393,591          395,299          510,992
                                                         ------------     ------------     ------------
                                                              518,808          805,384        9,919,819
                                                         ------------     ------------     ------------
                                                             (380,856)        (505,232)      (4,745,852)
Partnership's share of the reduction of
  the maximum unfunded obligation under
  the indemnification agreement . . . . . . . . . . .          89,468        2,809,020          134,252
Partnership's share of income (loss) from
  unconsolidated venture. . . . . . . . . . . . . . .           --             (17,762)           --
Venture partner's share of earnings (loss) from
  consolidated venture's operations . . . . . . . . .           --               --                (401)
                                                         ------------     ------------     ------------
        Earnings (loss) before gains (losses) on
          sale of securities, or interest in
          investment property . . . . . . . . . . . .        (291,388)       2,286,026       (4,612,001)
Gains (losses) on sale of securities or interest
  in investment property. . . . . . . . . . . . . . .           --             980,945        5,365,511
                                                         ------------     ------------     ------------
        Earnings (loss) before extraordinary items. .        (291,388)       3,266,971          753,510


<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE

                               CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED


                                                             2000             1999             1998
                                                         ------------     ------------     ------------
Extraordinary items . . . . . . . . . . . . . . . . .           --          (1,121,200)      47,015,485
                                                         ------------     ------------     ------------

       Net earnings (loss). . . . . . . . . . . . . .    $   (291,388)       2,145,771       47,768,995
                                                         ============     ============     ============

Net earnings (loss) per limited partnership
  interest:
    Earnings (loss) before gains (loss) on
      sale of securities or interest in
      investment property . . . . . . . . . . . . . .    $       (.80)            6.01           (12.12)
    Gains (losses) on sale of securities or
      interest in investment property . . . . . . . .           --                2.66            14.54
    Extraordinary items . . . . . . . . . . . . . . .           --               (3.04)           74.92
                                                         ------------     ------------     ------------

      Net earnings (loss) . . . . . . . . . . . . . .    $       (.80)            5.63            77.34
                                                         ============     ============     ============





















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


<PAGE>


<TABLE>
                                   CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                               (A LIMITED PARTNERSHIP)
                                              AND CONSOLIDATED VENTURE

                          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                    YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                GENERAL PARTNERS                                     LIMITED PARTNERS
             ------------------------------------------------    -----------------------------------------------------
                                                                 CONTRI-
                                                                 BUTIONS
                         NET                                     NET OF         NET
             CONTRI-   EARNINGS       CASH                      OFFERING      EARNINGS       CASH
             BUTIONS    (LOSS)    DISTRIBUTIONS    TOTAL         COSTS         (LOSS)    DISTRIBUTIONS    TOTAL
             -------  ----------  ------------- -----------  ------------  ------------  -------------------------
<S>         <C>      <C>         <C>           <C>          <C>           <C>           <C>          <C>
Balance
 (deficit)
 Decem-
 ber 31,
 1997 . . . . .$1,000(18,485,486)   (1,149,967)(19,634,453)  326,224,167   (295,750,699)  (50,107,709)(19,634,241)

Net earnings
 (loss) . . . . --    19,510,562         --     19,510,562         --        28,258,433         --     28,258,433
Cash distri-
 butions
 ($30.00 per
 limited
 partner-
 ship
 interest). . . --         --            --          --            --             --      (10,964,229)(10,964,229)
              ------ -----------    ---------- -----------   -----------   ------------   ----------- -----------
Balance
 (deficit)
 Decem-
 ber 31,
 1998 . . . . .1,000   1,025,076    (1,149,967)   (123,891)  326,224,167   (267,492,266)  (61,071,938) (2,340,037)

Net earnings
 (loss) . . . . --        90,038         --         90,038         --         2,055,733         --      2,055,733
              ------ -----------    ---------- -----------   -----------   ------------   ----------- -----------
Balance
 (deficit)
 Decem-
 ber 31,
 1999 . . . . .1,000   1,115,114    (1,149,967)    (33,853)  326,224,167   (265,436,533)  (61,071,938)   (284,304)



<PAGE>


                                   CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                               (A LIMITED PARTNERSHIP)
                                              AND CONSOLIDATED VENTURE

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

Net earnings
 (loss) . . . . --       (11,656)        --        (11,656)        --          (279,732)        --       (279,732)
              ------ -----------    ---------- -----------   -----------   ------------   ----------- -----------
Balance
 (deficit)
 Decem-
 ber 31,
 2000 . . . . .$1,000  1,103,458    (1,149,967)    (45,509)  326,224,167   (265,716,265)  (61,071,938)   (564,036)
              ====== ===========    ========== ===========   ===========   ============   =========== ===========





















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


<PAGE>


<TABLE>                         CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                             2000             1999             1998
                                                         ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . .    $   (291,388)       2,145,771       47,768,995
  Items not requiring (providing) cash or
   cash equivalents:
    Amortization of deferred expenses . . . . . . . .           --              12,196           28,688
    Amortization of discount on long-term debt. . . .           --             211,460          187,661
    Partnership's share of income (loss) from
      unconsolidated venture. . . . . . . . . . . . .           --              17,762            --
    Partnership's share of the reduction of the
      maximum unfunded obligation . . . . . . . . . .         (89,468)      (2,809,020)        (134,252)
    Venture partner's share of venture's
      operations. . . . . . . . . . . . . . . . . . .           --               --                 401
    Gains (loss) on sale of securities or interest
      in investment properties. . . . . . . . . . . .           --            (980,945)      (5,365,511)
    Extraordinary items . . . . . . . . . . . . . . .           --           1,121,200      (47,015,485)
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . .           --               --              23,218
    Interest, rents and other receivables . . . . . .          13,564         (186,349)       1,046,317
    Prepaid expenses. . . . . . . . . . . . . . . . .           --               --              96,133
    Escrow deposits . . . . . . . . . . . . . . . . .           --               --             107,674
    Accounts payable. . . . . . . . . . . . . . . . .           6,076          (62,466)      (1,131,227)
    Unearned rents. . . . . . . . . . . . . . . . . .           --               --            (109,854)
    Accrued interest. . . . . . . . . . . . . . . . .           --               --           4,357,785
    Tenant security deposits. . . . . . . . . . . . .           --               --            (255,538)
                                                         ------------     ------------     ------------
          Net cash provided by (used in)
            operating activities. . . . . . . . . . .        (361,216)        (530,391)        (394,995)
                                                         ------------     ------------     ------------


<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE

                               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                                                             2000             1999             1998
                                                         ------------     ------------     ------------
Cash flows from investing activities:
  Cash proceeds from sale of investment
    properties or interest in investment
    property, net of selling expenses . . . . . . . .           --               --           4,642,150
  Additions to investment property. . . . . . . . . .           --               --             (97,746)
  Partnership's advance to affiliated entity. . . . .           --            (105,188)           --
  Net sales and maturities (purchases)
    of short-term investments . . . . . . . . . . . .           --           2,540,348          124,100
  Partnership's distributions from
    unconsolidated venture. . . . . . . . . . . . . .           --           1,041,252            --
                                                         ------------     ------------     ------------
          Net cash provided by (used in)
            investing activities. . . . . . . . . . .           --           3,476,412        4,668,504
                                                         ------------     ------------     ------------
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . .           --          (3,000,000)         (37,494)
  Venture partner's distribution from venture . . . .           --               --            (222,720)
  Distributions to limited partners . . . . . . . . .           --               --         (10,964,229)
                                                         ------------     ------------     ------------
          Net cash provided by (used in)
            financing activities. . . . . . . . . . .           --          (3,000,000)     (11,224,443)
                                                         ------------     ------------     ------------
          Net increase (decrease) in cash
            and cash equivalents. . . . . . . . . . .        (361,216)         (53,979)      (6,950,934)

          Cash and cash equivalents,
            beginning of year . . . . . . . . . . . .             2,523,388  2,577,367        9,528,301
                                                         ------------     ------------     ------------
          Cash and cash equivalents,
            end of year . . . . . . . . . . . . . . .    $  2,162,172        2,523,388        2,577,367
                                                         ============     ============     ============



<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE

                               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                             2000             1999             1998
                                                         ------------     ------------     ------------
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . .    $      --               --             413,886
                                                         ============     ============     ============
    Net distributions in excess of recorded
      investment. . . . . . . . . . . . . . . . . . .    $      --            (661,228)           --
                                                         ============     ============     ============

   Activity due to sale of investment properties:
    Reduction of fixed assets, net of accumulated
     depreciation . . . . . . . . . . . . . . . . . .    $      --               --           9,379,156
    Reduction of long-term debt (including
      accrued interest) . . . . . . . . . . . . . . .           --               --         (56,394,631)
    Extraordinary items . . . . . . . . . . . . . . .           --               --          47,015,485
                                                         ------------     ------------     ------------
    Cash sales proceeds from sale or disposition
      of investment property, net of selling
      expenses. . . . . . . . . . . . . . . . . . . .    $      --               --                  10
                                                         ============     ============     ============



<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURE

                               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                             2000             1999             1998
                                                         ------------     ------------     ------------

    Sale of interest in investment property:
      Gain on sale of interest in investment
        property. . . . . . . . . . . . . . . . . . .    $      --               --           5,365,511
      Basis in investment property. . . . . . . . . .           --               --            (723,371)
                                                         ------------     ------------      -----------
          Cash proceeds from sale of interest
            in investment property. . . . . . . . . .    $      --               --           4,642,140
                                                         ============     ============      ===========

      Gain on sale of securities. . . . . . . . . . .    $      --             980,945            --
      Basis in securities . . . . . . . . . . . . . .           --           1,559,403            --
                                                         ------------     ------------      -----------
          Cash proceeds from sale of securities . . .    $      --           2,540,348            --
                                                         ============     ============      ===========

    Retirement of long-term debt:
      Principal balance due on long-term debt . . . .    $      --           1,878,800            --
      Payment on long-term debt . . . . . . . . . . .           --          (3,000,000)           --
                                                         ------------     ------------      -----------
          Extraordinary item. . . . . . . . . . . . .    $      --          (1,121,200)           --
                                                         ============     ============      ===========

    Net assets and venture partner's
      deficit in venture written off at sale
      of interest in investment property. . . . . . .    $      --               --             355,705
                                                         ============     ============      ===========












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


<PAGE>


              CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                          (A LIMITED PARTNERSHIP)
                         AND CONSOLIDATED VENTURE

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     DECEMBER 31, 2000, 1999 AND 1998


OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership holds an approximate indirect 25% interest in JMB/NYC
Office Building Associates, L.P. ("JMB/NYC"), which in turn owned an
indirect interest in the 1290 Avenue of the Americas property.  Due to the
Restructuring in November 1999, JMB/NYC owns an indirect interest in the
Partnership that owns 237 Park Avenue and certain other investments
(JMB/NYC's investment is significantly less than 1% of such partnership).

     As of October 10, 1996 ("Effective Date"), the Partnership
discontinued the application of the equity method of accounting for the
indirect interests in the joint ventures which owned 1290 Avenue of the
Americas and 237 Park Avenue (collectively, the "Properties") and
additional losses from the investment in unconsolidated venture will not be
recognized.  Should the unconsolidated venture subsequently report income,
the Partnership will resume applying the equity method on its share of such
income only after such income exceeds net losses not previously recognized.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated venture - Carrollwood
Station Associates, Ltd. ("Carrollwood") (sold March 2, 1998).  The effect
of all transactions between the Partnership and the consolidated venture
has been eliminated.

     The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with accounting principles generally accepted in the
United States of America ("GAAP") and to consolidate the accounts of the
venture as described above.  Such GAAP and consolidation adjustments are
not recorded on the records of the Partnership.  The effect of these items
for the years ended December 31, 2000 and 1999 is summarized as follows:


<PAGE>


<TABLE>
<CAPTION>

                                                      2000                              1999
                                        ------------------------------    ------------------------------
                                                            TAX BASIS                         TAX BASIS
                                         GAAP BASIS        (UNAUDITED)      GAAP BASIS       (UNAUDITED)
                                        ------------       ----------      -----------       ----------
<S>                                    <C>                <C>             <C>               <C>
Total assets. . . . . . . . . . . .     $  2,295,096       42,465,040        2,669,876       42,659,819

Partners' capital accounts
  (deficits):
     General partners . . . . . . .          (45,509)      (3,973,929)         (33,853)      (4,031,363)
     Limited partners . . . . . . .         (564,036)     (46,941,989)        (284,304)     (48,320,395)

Net earnings (loss):
     General partners . . . . . . .          (11,656)          57,434           90,038          218,456
     Limited partners . . . . . . .         (279,732)       1,378,406        2,055,733        4,641,690

Net earnings (loss) per
  limited partnership
  interest. . . . . . . . . . . . .             (.80)            3.92             5.63            12.71
                                        ============     ============     ============     ============

</TABLE>


<PAGE>


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

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

     Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings.  In addition, the Partnership records
amounts held in U.S. Government obligations at cost, which approximates
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 ($2,162,172 and $2,461,590 at December 31, 2000 and 1999,
respectively) as cash equivalents, which includes investments in an
institutional mutual fund that holds U.S. Government obligations, with any
remaining amounts (generally with original maturities of one year or less)
reflected as short-term investments being held to maturity.

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

     The Partnership acquired, either directly or through joint ventures,
interests in nine apartment complexes, three shopping centers, ten office
buildings and a multi-use complex.  Twenty-one properties have been sold or
disposed of by the Partnership as of December 31, 2000.

     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 adopted by the Partnership in 1996.  SFAS 121
required that the Partnership record an impairment loss on its properties
to be held for investment whenever their carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale.  The amount of the impairment loss to be recognized
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
commenced or was expected to commence in the near term or the Partnership
had concluded that it might have disposed 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" were
no longer depreciated.  Adjustments for impairment loss for such properties
(subsequent to the date of adoption of SFAS 121) were made in each period
as necessary to report these properties at the lower of carrying value or
fair value less costs to sell.  In certain situations, such estimated fair
value was less than the existing non-recourse debt which was secured by the
property.



<PAGE>


     The results of operations, net of venture partners' share, for
consolidated properties sold or disposed of during the past three years
were none, none and $(4,688,400), respectively, for the years ended
December 31, 2000, 1999 and 1998.

     Certain amounts in the 1999 and 1998 consolidated financial statements
have been reclassified to conform with the 2000 presentation.

     VENTURE AGREEMENT - GENERAL

     The Partnership at December 31, 2000 is a party to one operating joint
venture agreement (JMB/NYC).  Pursuant to such agreement, the Partnership
made initial capital contributions of approximately $43,254,393 (before
legal and other acquisition costs and its share of operating deficits as
discussed below).


INVESTMENT PROPERTIES

     JMB/NYC

     JMB/NYC is a limited partnership among Carlyle-XIII Associates, L.P.,
and its affiliates Carlyle-XIV Associates, L.P. and Property Partners,
L.P., as limited partners and Carlyle Managers, Inc. as the sole general
partner.  The Partnership is a 25% shareholder of Carlyle Managers, Inc.
The Partnership currently holds, indirectly as a limited partner of
Carlyle-XIII Associates, L.P., an approximate 25% limited partnership
interest in JMB/NYC.  The sole general partner of Carlyle-XIII Associates,
L.P. is Carlyle Investors, Inc., of which the Partnership is a 25%
shareholder.  The general partner in each of JMB/NYC and Carlyle-XIII
Associates, L.P. is an affiliate of the Partnership.

     In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC, entered
into an agreement (the "Agreement") with affiliates (the "Olympia & York
affiliates") of Olympia & York Developments, Ltd. ("O&Y") who were the
venture partners in the joint ventures (the "Joint Ventures") that owned
237 Park Avenue, 1290 Avenue of the Americas and 2 Broadway, to resolve
certain disputes among the Affiliated Partners and the Olympia & York
affiliates.  In general, the parties agreed to:  (i) restructure the first
mortgage loan; (ii) sell the 2 Broadway Building; (iii) reduce or eliminate
approval rights of JMB/NYC with respect to virtually all property
management, leasing, sale or refinancing; (iv) amend the Joint Ventures'
agreements to eliminate any funding obligations by JMB/NYC; and (v)
establish a new preferential cash distribution level for the Olympia & York
affiliates.  In accordance with the Agreement and in anticipation of the
sale of the 2 Broadway Building, the unpaid first mortgage indebtedness
previously allocated to 2 Broadway was allocated in 1994 to 237 Park Avenue
and 1290 Avenue of the Americas.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the Joint Ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties remaining after the sale of 2
Broadway.  In June 1995, the 2 Broadway Joint Ventures filed their pre-
arranged bankruptcy plans for reorganization, and in August 1995, the
bankruptcy court entered an order confirming their plans of reorganization.
In September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or the Olympia
& York affiliates.



<PAGE>


     Bankruptcy filings for the Joint Ventures owning the 237 Park Avenue
and 1290 Avenue of the Americas properties (collectively, the "Properties")
were made in April 1996, and in August 1996, an Amended Plan of
Reorganization and Disclosure Statement (the "Plan") was filed with the
Bankruptcy Court for these Joint Ventures.  The Plan was accepted by the
various classes of debt and equity holders and confirmed by the Court on
September 20, 1996 and became effective October 10, 1996 ("Effective
Date").  The Plan provided that JMB/NYC had an indirect limited partnership
interest which, before taking into account significant preferences to other
partners, equaled approximately 4.9% of the reorganized and restructured
ventures owning 237 Park and 1290 Avenue of the Americas.  Neither O&Y nor
any of its affiliates retained any direct or indirect continuing interest
in the Properties.  The new ownership structure gave control of the
Properties to an unaffiliated real estate investment trust ("REIT") owned
primarily by holders of the first mortgage debt that encumbered the
Properties prior to the bankruptcy.  JMB/NYC had, under certain limited
circumstances, through January 1, 2001 rights of consent regarding sale of
the Properties or the consummation of certain other transactions that would
have significantly reduced indebtedness of the Properties.  In general, at
any time on or after January 2, 2001, an affiliate of the REIT had the
right to purchase JMB/NYC's interest in the Properties for an amount based
on a formula relating to the operations of the Properties (the "Formula
Price").

     The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements (other than
that related to a certain indemnification agreement provided in connection
with such restructuring).

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds have been invested in short-term U.S. Government
obligations.  Due to the Restructuring discussed below, the maximum
potential obligation was reduced to $14,285,000 and a portion of the
collateral (approximately $4,460,000 in face amount) was released in 1999
to JMB/NYC.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC, and, in 1999, the agreed upon
reduction of the maximum obligation.  Interest income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.  In connection with the purchase of
JMB/NYC's indirect interest in the 1290 Partnership (as discussed below),
the remaining collateral was released to JMB/NYC in late March 2001.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement


<PAGE>


of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.

     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share is approximately $350,000).  Such amount is
payable to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share is approximately $1,425,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC.  The Purchase Note requires payment of principal
and interest out of distributions made to JMB/NYC from the 1290 Partnership
and the 237 Partnership.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001.  As expected, JMB/NYC does not have funds to pay the
Purchase Note.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note have agreed to certain steps within one year of
maturity of the Purchase Note as discussed below.

The outstanding principal and accrued and deferred interest on the Purchase
Note at December 31, 2000,  was approximately $151,152,000.



<PAGE>


     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder will take the appropriate
steps necessary to foreclose upon and obtain JMB/NYC's interest in the
Upper Tier Partnership in lieu of seeking any other damages.

     Also in December 1999, JMB/NYC was entitled to receive refinancing
proceeds, as defined, of approximately $446,000 in respect of its indirect
interest in the 1290 Partnership as a result of a refinancing of the
mortgage note secured by the 1290 Avenue of Americas office building.
These proceeds were used by JMB/NYC to make a payment of approximately
$443,000 on the Purchase Note tranche held by its limited partners.

     It is not expected that the Partnership will make any significant
distributions to the Holders of Interests.  However, in connection with the
sale JMB/NYC's interest in the 1290 Partnership and the sale or other
disposition of 237 Park Avenue or the Partnership's (or JMB/NYC's) interest
in the 237 Partnership, Holders of Interests will recognize a substantial
amount of net gain for Federal income tax purposes (corresponding at a
minimum to all or most of their deficit capital account balances for tax
purposes related to each such investment) even though the Partnership is
not able to make any significant amounts of distributions.  As a result of
the sale of the interest in the 1290 Partnership, a portion of such gain
will be recognized in 2001.  If JMB/NYC's indirect interest in the 237
Partnership is sold in 2001, the entire amount of such gain would be
recognized in the current year.  For certain Holders of Interests such
taxable income may be offset by their suspended passive activity losses (if
any).  Each Holder's tax consequences will depend on his own tax situation.

     LONG BEACH PLAZA

     The Partnership had not remitted all of the scheduled debt service
payments for the mortgage loan secured by the Long Beach Plaza Shopping
Center since June 1993.  The mortgage lender agreed to a short-term loan
extension until August 31, 1995.  The Partnership was unable to secure a
modification or further extension to the loan and decided not to commit any
significant additional amounts to the property.  In March 1996, a receiver
for the property was appointed for the benefit of the lender.  On December
31, 1998, the Partnership transferred title to the land, building and
improvements, and other assets and liabilities related to the property in
consideration of a discharge of the mortgage loan and payment of $10 in
cash.  The Partnership realized an extraordinary gain on forgiveness of
debt from this transaction in 1998 of approximately $47,015,000 for
financial reporting purposes.  This amount includes the effect of the
impairment losses recognized by the Partnership aggregating approximately
$17,600,000.  In addition, the Partnership recognized a gain of
approximately $28,256,000 for Federal income tax purposes, with no
corresponding distributable proceeds.



<PAGE>


     In December 1999, the Partnership reached an agreement with the seller
of the Long Beach investment property for the retirement of the promissory
note payable in the amount of $10,000,000, originally due in 2013 and 2014
to the seller in connection with the acquisition of the property by the
Partnership in 1983.  The terms of the agreement provided for full
satisfaction of the loan in exchange for a payment of $3,000,000.  On
December 22, 1999, the Partnership remitted this payment to the seller and
received a full release of all obligations related to the loan.  In 1984,
the Partnership purchased certain government securities to help offset the
$10,000,000 obligation due in 2013 and 2014.  The Partnership sold these
marketable securities (with a market value of approximately $2,535,000 and
a carrying value of $1,559,000) and used the proceeds to make the payment,
with the remainder of approximately $465,000 funded from available cash
held by the Partnership.  As a result of these transactions, the
Partnership recognized income of approximately $3,000,000 for federal
income tax purposes.  Additionally, the Partnership recognized a gain from
the sale of securities of approximately $980,000 and an extraordinary loss
from extinguishment of debt of approximately $1,100,000 for financial
reporting purposes in 1999.

     CARROLLWOOD STATION APARTMENTS

     The joint venture committed to a plan to sell or dispose of
Carrollwood Station Apartments.  Accordingly, as of December 31, 1996, the
joint venture classified this property as held for sale or disposition.
The property was not subject to continued depreciation after such date.

     In December 1997, the Partnership, on behalf of the joint venture,
entered into a contract with an unaffiliated third party to sell the
property.  Pursuant to the joint venture agreement, the unaffiliated
venture partner held the right of first refusal to purchase the
Partnership's interest in the joint venture in the event the Partnership
secured a buyer for the property.  On March 2, 1998, the unaffiliated
venture partner purchased the Partnership's interest in the joint venture
for $4,642,140, which approximated the share of proceeds that the
Partnership would have received from a sale of the property to the proposed
purchaser of the property.  As of the date of the sale, the Partnership was
relieved from any further obligations under the joint venture agreement.
The Partnership recognized a gain of approximately $5,366,000 for financial
reporting purposes and a gain of approximately $8,501,000 for Federal
income tax purposes in 1998.

     ORCHARD ASSOCIATES

     The Partnership's interest in Old Orchard Shopping Center (through
Orchard Associates and Old Orchard Urban Venture ("OOUV")) was sold in
September 1993.

     In 1998, the Partnership received income of approximately $186,000
related to a sale of stock received in the settlement of claims against a
former tenant in bankruptcy (prior to the sale of the Partnership's
interest in 1993).  The Partnership retained these funds for working
capital purposes.

1001 FOURTH AVENUE PLAZA

     On or about October 13, 2000, the Corporate General Partner of the
Partnership received a demand letter and notice of planned environmental
remedial activities from counsel for National Office Partners Limited
Partnership (hereinafter, "NOP").  In the notice, NOP advised the
Partnership that NOP had discovered contamination on a site adjacent to the
office building formerly known as the 1001 Fourth Avenue Plaza office
building.   This office building property had been owned by 1001 Fourth
Avenue Associates ("Associates"), an Illinois general partnership, until it


<PAGE>


transferred ownership of the property to its mortgage lender pursuant to a
deed in lieu of foreclosure in November 1993.  Associates had as its
partners the Partnership with a 99.9% partnership interest and the
Corporate General Partner with a 0.1% partnership interest.  Associates was
dissolved in 1993.  In its notice, NOP advised that it has discovered soil
and possible groundwater contamination on its property that it believes may
have emanated from underground fuel storage tanks allegedly operated by
Associates.  NOP advised that its site is contaminated with petroleum
hydrocarbons in excess of Washington state cleanup levels and that it is
anticipated that approximately 20,000 to 50,000 tons of contaminated soil
will be excavated and disposed of off-site.  NOP also states that impacts
to groundwater, if any, will be addressed as appropriate and necessary.
NOP advises that it has incurred costs of investigation, will incur
significant future remedial action costs at the site and will seek to
recover from the responsible party or parties, among other things, the
costs of investigation and remediation, attorneys' fees, and other costs in
connection with this matter.  The Partnership has engaged counsel and is in
the process of developing information sufficient to respond to the issues
raised by the notice.  At this time the Partnership does not know if it has
any liability for the alleged contamination or costs of remediation and
related expenses and it intends to vigorously defend itself.


PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations are allocated 96% to the Holders
of Interests and 4% to the General Partners.  Profits from the sale of
investment properties are allocated to the General Partners to the greatest
of (i) 1% of such profits, (ii) the amount of cash distributions to the
General Partners, or (iii) an amount which will reduce the General
Partners' capital account deficits (if any) to a level consistent with the
gain anticipated to be realized from the sale of properties.  In accordance
with clause (iii) of such provision, the General Partners were allocated an
additional $19,171,233 of gain for financial reporting purposes for the
year ended December 31, 1998.  Additionally, the General Partners were
allocated $53,253 and $1,577,028 of additional gain for Federal income tax
purposes for the years ended December 31, 1999 and December 31, 1998,
respectively.  Losses from the sale of properties are allocated 1% to the
General Partners.  The remaining profits and losses are allocated to the
Holders of Interests.

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

     The Partnership Agreement provides that the General Partners shall
receive as a distribution of the proceeds (net after expenses and
liabilities and retained working capital) from the sale or refinancing of a
real property of up to 3% of the selling price of a property, and that the
remaining net proceeds for any property sold be distributed 85% to the
Holders of Interests and 15% to the General Partners.  However, prior to
such distributions being made, the Holders of Interests are entitled to
receive 99% of net sale or refinancing proceeds and the General Partners
are entitled to receive 1% until the Holders of Interests (i) have received
cumulative cash distributions from the Partnership's operations which, when
combined with net sale or refinancing proceeds previously distributed,
equal a 6% annual return on the Holders' average capital investment for
each year (their initial capital investment as reduced by net sale or
refinancing proceeds previously distributed) and (ii) have received cash
distributions of net sale or refinancing proceeds in an amount equal to the


<PAGE>


Holders' aggregate initial capital investment in the Partnership.  If upon
the completion of the liquidation of the Partnership and the distribution
of all Partnership funds, the Holders of Interests have not received the
amounts in (i) and (ii) above, the General Partners will be required to
return all or a portion of the 1% distribution of net sale or refinancing
proceeds described above in an amount equal to such deficiency in payments
to the Holders of Interests pursuant to (i) and (ii) above.  The Holders of
Interests have not received and are not expected to receive distributions
to the above levels.  As of the date of this report, the General Partners
have received $123,891 in distributions of net sale proceeds which are
expected to be returned upon liquidation.

MANAGEMENT AGREEMENTS

     The Partnership had entered into agreements for the operation and
management of the investment properties.  Such agreements are summarized as
follows:

     The Long Beach Plaza in Long Beach, California (prior to its
disposition in December 1998) was managed by an affiliate of the Corporate
General Partner until December 1994 for a fee equal to a percentage of
defined gross income from the property.  In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party.  In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.

     LEASE - AS PROPERTY LESSEE

     The following lease agreement had been determined to be an operating
lease:

     Prior to the disposition of the Long Beach property, the Partnership
owned the leasehold rights to the parking structure adjacent to the
shopping center.  The lease had an initial term of 50 years which commenced
in 1981 with one 49-year renewal option exercisable by a local municipal
authority.  The lease provided for annual rental of $745,000, which was
subject to decrease based on formulas which related to the amount of real
estate taxes assessed against the shopping center and the parking
structure.  The rental expense for 1998 under the above operating lease was
$547,371 and consisted exclusively of minimum rent.  Such lease was
assigned to an unaffiliated third party in connection with the disposition
of the property.

TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investment properties.  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, 2000, 1999
and 1998 are as follows:


<PAGE>


                                                             UNPAID AT
                                                            DECEMBER 31,
                               2000      1999       1998       2000
                             -------    -------    -------  ------------
Property management
 and leasing fees . . . . .  $  --         --      121,522        --
Insurance commissions . . .    1,697      1,248     28,795        --
Reimbursement (at cost)
 for accounting services. .   21,697        232     16,155      5,711
Reimbursement (at cost)
 for portfolio manage-
 melt services. . . . . . .   16,794     33,650     88,318      3,073
Reimbursement (at cost)
 for legal services . . . .   19,093     16,817     10,866      4,639
Reimbursement (at cost)
 for administrative
 charges and other out-
 of-pocket expenses . . . .        7       --          115        --
                             -------    -------    -------     ------
                             $59,288     51,947    265,771     13,423
                             =======    =======    =======     ======

     In February 1998, the Partnership paid approximately $1,322,000 of
previously deferred management and leasing fees to an affiliate of the
General Partners.

     The Partnership had obligations, which bore interest ranging from
4.62% to 5.35% per annum in 1999, to fund, on demand, $200,000 and $200,000
to Carlyle Investors, Inc. and Carlyle Managers, Inc., respectively, of
additional paid-in capital.  In 1999, these obligations including all
unpaid accrued interest aggregating approximately $670,000 were retired.
Such amounts are recorded as distributions received in excess of recorded
investment in the accompanying consolidated balance sheets.

     In addition to the Partnership, JMB was a 20% shareholder in each of
Carlyle Investors, Inc. and Carlyle Managers, Inc. and had obligations,
which bore interest ranging from 4.62% to 5.35% per annum in 1999, to fund,
on demand $200,000 and $200,000 to Carlyle Investors, Inc. and Carlyle
Managers, Inc., respectively, of additional paid-in capital.  In June 1999,
the shareholdings of JMB in each of Carlyle Investors, Inc. and Carlyle
Managers, Inc. were redeemed and the obligation of JMB to fund additional
paid-in capital (totaling approximately $632,000 at June 15, 1999) was
fully retired.


SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

                                              2000
                         ----------------------------------------------
                           At 3/31     At 6/30    At 9/30     At 12/31
                          ----------  ---------- ----------  ----------

Total income. . . . . . . $   30,167      37,508     35,313      34,964
                          ==========  ========== ==========  ==========

Net earnings (loss) . . . $  (79,546)   (125,997)    (9,217)    (76,628)
                          ==========  ========== ==========  ==========

Net earnings (loss) per
 Interest:
    Net earnings (loss) . $     (.21)       (.33)      (.02)       (.24)
                          ==========  ========== ==========  ==========



<PAGE>


                                              1999
                         ----------------------------------------------
                           At 3/31     At 6/30    At 9/30     At 12/31
                          ----------  ---------- ----------  ----------

Total income. . . . . . . $   71,162      67,698     69,104      92,188
                          ==========  ========== ==========  ==========
Earnings (loss) before
 gains (losses) on sale
 of securities and
 extraordinary item . . .$  (168,057)    (50,562)   (85,617)  2,590,262
Gains (losses) on sale
 of securities  . . . . .      --          --         --        980,945
Extraordinary item. . . .      --          --         --     (1,121,200)
                          ----------  ---------- ----------  ----------
Net earnings (loss) . . . $ (168,057)    (50,562)   (85,617)  2,450,007
                          ==========  ========== ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   gains (losses) on sale
   of securities and
   extraordinary item . .  $    (.44)       (.13)      (.22)       6.80
  Gains (losses) on sale
   of securities  . . . .      --          --         --           2.66
  Extraordinary item. . .      --          --         --          (3.04)
                          ----------  ---------- ----------  ----------
      Net earnings
       (loss) . . . . . . $     (.44)       (.13)      (.22)       6.42
                          ==========  ========== ==========  ==========





<PAGE>


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

     There were no changes in or disagreements with accountants during
fiscal year 2000 and 1999.


                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

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

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

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



<PAGE>


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

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

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 5, 2001.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 5,
2001.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV") and Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), 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-XIV and Carlyle-XV.

     Most of the foregoing directors and officers 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-XIV and Carlyle-XV.

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

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

     Neil G. Bluhm (age 63) is Executive Vice President of Carlyle
Managers, Inc.  He is also 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 62) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
Mr. Glazov is currently retired.  He is a member of the Bar of the State of
Illinois.

     Stuart C. Nathan (age 59) is the director and President of Carlyle
Managers, Inc.  Mr. Nathan has been associated with JMB since July, 1972.
He is a member of the Bar of the State of Illinois.

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

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

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

     H. Rigel Barber (age 52) is Vice President of Carlyle Managers, Inc.
Mr. Barber has been associated with JMB since March, 1982. He holds a J.D.
degree from the Northwestern Law School and is a member of the Bar of the
State of Illinois.

     Gary Nickele (age 48) is Vice President of Carlyle Managers, Inc.  Mr.
Nickele has been associated with JMB since February, 1984.  He holds a J.D.
degree from the University of Michigan Law School and is a member of the
Bar of the State of Illinois.

     Gailen J. Hull (age 52) has been associated with JMB since March,
1982.  He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.





<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Holders of Interests, and a
share of profits or losses.  Reference is made to the Notes for a
description of such distributions and allocations.  In 2000, the General
Partners received no distributions and the Corporate General Partner
received no management fee.  The General Partners received an allocation of
Partnership profits for Federal income tax purposes aggregating $57,434 in
2000.  Such allocation of profits reduces the deficit balances in the
capital accounts of the General Partners and an obligation under the terms
of the Partnership Agreement to make capital contributions in the amount of
the deficit balances in their capital accounts (determined for Federal
income tax purposes) upon termination of the Partnership.

     If upon the completion of the liquidation of the Partnership and the
distribution of all Partnership funds, the Holders of Interest have not
received a certain specified amount of net sale or refinancing proceeds,
the General Partners will be required to return the net sale or refinancing
proceeds received by them, $123,891 as of the date of this report.  The
Holders of Interests are not expected to receive the specified amount of
net sale or refinancing proceeds.  Accordingly, the General Partners will
be required to return the $123,891 of sale or refinancing proceeds prior to
termination of the Partnership.

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

     JMB was a 20% shareholder in each of Carlyle Investors, Inc. and
Carlyle Managers, Inc. and had obligations, which bore interest ranging
from 4.62% to 5.35% per annum in 1999, to fund, on demand $200,000 and
$200,000 to Carlyle Investors, Inc. and Carlyle Managers, Inc.,
respectively, of additional paid-in capital.  In June 1999, the
shareholdings of JMB in each of Carlyle Investors, Inc. and Carlyle
Managers, Inc. were redeemed and the obligation of JMB to fund additional
paid-in capital (totaling approximately $632,000 at June 15, 1999) was
fully retired.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned insurance brokerage commissions in 2000 aggregating $1,697
for providing professional liability insurance for the Partnership, all of
which was paid at December 31, 2000.  Such commissions are at rates set by
insurance companies for the classes of coverage provided.

     The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses and salaries
and related salary expenses relating to the administration of the
Partnership and the acquisition and operation of the Partnership's real
property investments.  In 2000, the Corporate General Partner of the
Partnership or its affiliates were paid $7 as reimbursement for such
out-of-pocket expenses.  The General Partners are also entitled to
reimbursements for portfolio management, legal and accounting services.
Such costs for 2000 were $16,794, $19,093 and $21,697, respectively, of
which $13,423 was unpaid at December 31, 2000.




<PAGE>


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

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

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


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

Limited Partnership
 Interests               Corporate General                   59.99897 Interests                   Less than 1%
                         Partner, its executive              directly (1)(2)
                         officers and directors
                         and the Associate General
                         Partner as a group
<FN>

     (1)  Includes 5 Interests owned by JMB Realty Corporation, for which it is deemed to have sole voting and
investment power.

     (2)  Includes 54.99897 Interests owned by certain executive officers for which each such officer has sole
investment and voting power as to such Interests so owned.

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

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

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


</TABLE>


<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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



                                  PART IV


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

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

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

         (2)     Exhibits.

                 3-A.*   Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, and which is hereby
incorporated by reference.

                 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 hereby incorporated herein by
reference to the Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-12791) dated November 8, 1996.

                 10-A.   Agreement of Limited Partnership of Carlyle-XIII
Associates L.P. is hereby incorporated by reference to the Partnership's
Report on Form 10-Q (File No. 0-12791) dated May 14, 1993.

                 10-B.   Second Amended and Restated Articles of
Partnership of JMB/NYC Office Building Associates, L.P. are hereby
incorporated herein by reference to the Partnership's Report on Form 10-K
(File No. 0-12791) for December 31, 1993 dated March 28, 1994.

                 10-C.   Amended and Restated Certificate of Incorporation
of Carlyle-XIV Managers, Inc., are hereby incorporated herein by reference
to the Partnership's Report on Form 10-K (File No. 0-12791) for December
31, 1993 dated March 28, 1994.

                 10-D.   Amended and Restated Certificate of Incorporation
of Carlyle-XIII Managers, Inc., are hereby incorporated herein by reference
to the Partnership's Report on Form 10-K (File No. 0-12791) for December
31, 1993 dated March 28, 1994.

                 10-E.   $600,000 demand note between Carlyle-XIII
Associates, L.P. and Carlyle Managers, Inc., are hereby incorporated herein
by reference to the Partnership's Report on Form 10-K (File No. 0-12791)
for December 31, 1993 dated March 28, 1994.



<PAGE>


                 10-F.   $600,000 demand note between Carlyle-XIII
Associates, L.P. and Carlyle Investors, Inc., are hereby incorporated
herein by reference to the Partnership's Report on Form 10-K (File No. 0-
12791) for December 31, 1993 dated March 28, 1994.

                 10-G.   Amendment No. 1 to the Agreement of Limited
Partnership of Carlyle-XIII Associates, L.P. is hereby incorporated by
reference to the Partnership's Report for March 31, 1995 on Form 10-Q (File
No. 0-12791) dated May 11, 1995.

                 10-H.   Amendment No. 1 to the Second Amended and
Restated Articles of Partnership of JMB/NYC Office Building Associates,
L.P. is hereby incorporated by reference to the Partnership's Report for
March 31, 1995 on Form 10-Q (File No. 0-12791) dated May 11, 1995.

                 10-I.   Consent of Director of Carlyle-XIV Managers, Inc.
(known as Carlyle Managers, Inc.) dated October 31, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-12791) dated March 21, 1997.

                 10-J.   Consent of Director of Carlyle-XIII, Managers,
Inc. (known as Carlyle Investors, Inc.) dated October 31, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-12791) dated March 21, 1997.

                 10-K.   Allonge to demand note between Carlyle Real
Estate Limited Partnership - XIII and Carlyle Managers, Inc. dated October
31, 1996 is hereby incorporated by reference to the Partnership's Report
for December 31, 1996 on Form 10-K (File No. 0-12791) dated March 21, 1997.

                 10-L.   Allonge to demand note between Carlyle Real
Estate Limited Partnership - XIII and Carlyle Investors, Inc., dated
October 31, 1996 is hereby incorporated by reference to the Partnership's
Report for December 31, 1996 on Form 10-K (File No. 0-12791) dated March
21, 1997.

                 10-M.   Indemnification agreement between Property
Partners, L.P., Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates,
L.P. dated as of October 10, 1996 is hereby incorporated by reference to
the Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-
12791) dated March 21, 1997.

                 10-N.   Agreement of Limited Partnership of 237/1290
Lower Tier Associates, L.P. dated as of October 10, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-12791) dated March 21, 1997.



<PAGE>


                 10-O.   Amended and Restated Limited Partnership
Agreement of 237/1290 Upper Tier Associates, L.P. dated as of October 10,
1996 is hereby incorporated by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-12791) dated March 21, 1997.

                 10-P.   Assignment of Limited Partnership Interest by
Carlyle Real Estate Limited Partnership - XIII dated March 2, 1998 is
incorporated herein by reference to the Partnership's Report for March 2,
1998 on Form 8-K (File No. 0-12791) dated March 16, 1998.

                 10-Q.   Conveyance and Settlement Agreement between RVM
Long Beach Plaza LLC and Carlyle Real Estate Partnership - XIII dated
December 15, 1998 is incorporated herein by reference to the Partnership's
Report for December 31, 1998 on Form 8-K (File No. 0-12791) dated January
12, 1999.

                 10-R.   Loan Pay-Off Agreement between Trizechahn
Developments Inc. and Carlyle Real Estate limited Partnership - XIII dated
December 13, 1999 is hereby incorporated herein by reference to the
Partnership's Report for December 31, 1999 on Form 10-K (File No. 0-12791)
dated March 24, 2000.

                 10-S.   Restructuring Agreement related to 237/1290 Upper
Tier Associates, L.P. dated October 27, 1999 is incorporated herein by
reference to the Partnership's Report for December 31, 1999 on Form 10-K
(File No. 0-12791) dated March 24, 2000.

                 10-T.   Contribution Agreement between 237/120 Upper Tier
Associates, L.P. and Oak Hill Strategic Partners, L.P. is incorporated
herein by reference to the Partnership's Report for December 31, 1999 on
Form 10-K (File No. 0-12791) dated March 24, 2000.

                 10-U.   Amendment and Release Agreement by and among
Metropolis Realty Trust, Inc. Property Partners, L.P., Carlyle Associates-
XIII Associates, L.P. and Carlyle-XIV Associates, L.P. is incorporated
herein by reference to the Partnership's Report for December 31, 1999 on
Form 10-K (File No. 0-12791) dated March 24, 2000.

                 10-V.   Third Amended and Restated Partnership Agreement
of 237/1290 Upper Tier Associates, L.P. by and between 237/1290 Upper Tier
GP Corp. Carlyle Managers, Inc., a JMB/NYC Office Building Associates, L.P.
dated November 19, 1999 is incorporated herein by reference to the
Partnership's Report for December 31, 1999 on Form 10-K (File No. 0-12791)
dated March 24, 2000.

                 10-W.   Intercreditor Agreement among Michigan Avenue
L.L.C., Carlyle-XIII Associates, L.P. Carlyle-XIV Associates, L.P. and
Property Partners, L.P. dated November 19, 1999 is incorporated herein by
reference to the Partnership's Report for December 31, 1999 on Form 10-K
(File No. 0-12791) dated March 24, 2000.


<PAGE>


                 21.     List of Subsidiaries.

                 24.     Powers of Attorney.


                 Although certain additional long-term debt instruments of
the Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the SEC upon request.

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

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

         *   Previously filed as Exhibits 3, 4-C and 4-D, respectively, to
the Partnership's Report for December 31, 1992 on Form 10-K to the
Securities Exchange Act of 1934 (File No. 0-12791) dated March 30, 1993 are
hereby incorporated herein by reference.

     No annual report or proxy material for the fiscal year 2000 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 - XIII

                 By:     JMB Realty Corporation
                         Corporate General Partner


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

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

                 By:     JMB Realty Corporation
                         Corporate General Partner

                         JUDD D. MALKIN*
                 By:     Judd D. Malkin, Chairman and
                         Chief Financial Officer
                 Date:   March 23, 2001

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

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


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

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

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


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


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


<PAGE>


              CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII

                               EXHIBIT INDEX

                                                     Document
                                                   Incorporated
                                                   By Reference    Page
                                                   ------------    ----
3-A.       Amended and Restated Agreement of
           Limited Partnership set forth as
           Exhibit A to the Prospectus                   Yes

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                             Yes

10-A.      Agreement of Limited Partnership of
           Carlyle-XIII Associates L.P.                  Yes

10-B.      Second Amended and Restated Articles
           of Partnership of JMB/NYC Office
           Building Associates, L.P.                     Yes

10-C.      Amended and Restated Certificate
           of Incorporation of Carlyle-XIV
           Managers, Inc.                                Yes

10-D.      Amended and Restated Certificate
           of Incorporation of Carlyle-XIII
           Managers, Inc.                                Yes

10-E.      $600,000 demand note between
           Carlyle-XIII Associates, Ltd. and
           Carlyle Managers, Inc.                        Yes

10-F.      $600,000 demand note between
           Carlyle-XIII Associates, Ltd. and
           Carlyle Investors, Inc.                       Yes

10-G.      Amendment No. 1 to Carlyle-XIII
           Associates                                    Yes

10-H.      Amendment No. 1 to JMB/NYC Office
           Building Associates, L.P.                     Yes

10-I.      Consent of Director of Carlyle-XIV
           Managers, Inc. (known as Carlyle
           Managers, Inc.) dated October 31,
           1996                                          Yes

10-J.      Consent of Director of Carlyle-XIII,
           Managers, Inc. (known as Carlyle
           Investors, Inc.) dated October 31,
           1996                                          Yes

10-K.      Allonge to demand note between
           Carlyle Real Estate Limited
           Partnership-XIII and Carlyle
           Managers, Inc. dated October 31,
           1996                                          Yes

10-L.      Allonge to demand note between
           Carlyle Real Estate Limited
           Partnership-XIII and Carlyle
           Investors, Inc., dated
           October 31, 1996                              Yes



<PAGE>


                                                     DOCUMENT
                                                   INCORPORATED
                                                   BY REFERENCE    PAGE
                                                   ------------    ----

10-M.      Indemnification agreement between
           Property Partners, L.P., Carlyle-XIII
           Associates, L.P. and Carlyle-XIV
           Associates, L.P. dated as of
           October 10, 1996                                 Yes

10-N.      Agreement of Limited Partnership of
           237/1290 Lower Tier Associates, L.P.
           dated as of October 10, 1996                     Yes

10-0.      Amended and Restated Limited
           Partnership of 237/1290 Upper
           Tier Associates, L.P. dated
           as of October 10, 1996                           Yes

10-P.      Assignment of Limited Partnership
           Interest by Carlyle Real Estate
           Limited Partnership - XIII dated
           March 2, 1998                                    Yes

10-Q.      Conveyance and Settlement Agreement
           between RVM Long Beach Plaza LLC
           and Carlyle Real Estate Partnership -
           XIII dated December 15, 1998                     Yes

10-R.      Loan Pay-Off Agreement between
           Trizechahn Developments, Inc. and
           Carlyle Real Estate Partnership - XIII
           dated December 13, 1999                          Yes

10-S.      Restructuring Agreement related to
           237/1290 Upper Tier Associates, L.P.
           dated October 27, 1999                           Yes

10-T.      Contribution Agreement between
           237/120 Upper Tier Associates, L.P.
           and Oak Hill Strategic Partners, L.P.            Yes

10-U.      Amendment and Release Agreement by
           and among Metropolis Realty Trust, Inc.
           Property Partners, L.P., Carlyle
           Associates-XIII Associates, L.P. and
           Carlyle-XIV Associates, L.P.                     Yes

10-V.      Third Amended and Restated Partnership
           Agreement of 237/1290 Upper Tier
           Associates, L.P. by and between
           237/1290 Upper Tier GP Corp. Carlyle
           Managers, Inc., a JMB/NYC Office
           Building Associates, L.P. dated
           November 19, 1999                                Yes

10-W.      Intercreditor Agreement among
           Michigan Avenue L.L.C., Carlyle-XIII
           Associates, L.P. Carlyle-XIV Associates,
           L.P. and Property Partners, L.P.
           dated November 19, 1999                          Yes

21.        List of Subsidiaries                             No

24.        Powers of Attorney                               No
------------------
     *  Previously filed as exhibits to the Partnership's Registration
Statement on Form S-11 (as amended) under the Securities Exchange Act of
1933 and the Partnership's prior Reports on Form 8-K and Form 10-K of the
Securities Exchange Act of 1934.