SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549



                            FORM 10-K405\A

                            AMENDMENT NO. 1



           Filed pursuant to Section 12, 13, or 15(d) of the
                    Securities Exchange Act of 1934



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



     The undersigned registrant hereby amends the following sections of its
Report for December 31, 1996 on Form 10-K405 as set forth in the pages
attached hereto:

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

                          Pages 69 through 72


                  EXHIBIT INDEX AND EXHIBITS THERETO


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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)




                       By:   GAILEN J. HULL
                             Gailen J. Hull
                             Senior Vice President






Dated:  April 8, 1997




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.

                  4-A.  Documents relating to the mortgage loan secured
by the Copley Place multi-use complex, in Boston Massachusetts, are also
hereby incorporated herein by reference to Post-Effective Amendment No. 2
in the Partnership's Registration Statement on Form S-11 (File No. 2-81125)
dated June 9, 1983.

                  4-B.* Documents relating to the modification of the
mortgage loan secured by the Copley Place multi-use complex are hereby
incorporated herein by reference.

                  10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Copley Place multi-use complex in
Boston, Massachusetts, are hereby incorporated herein by reference to Post-
Effective Amendment No. 2 to the Partnership's Registration Statement on
Form S-11 (File No. 2-81125) dated June 9, 1983.

                  10-B. Documents relating to the sale by the Partnership
of an interest in the Allied Automotive Center, in Southfield, Michigan,
are hereby incorporated herein by reference to the Partnership's Report on
Form 8-K (File No. 0-12791) for October 10, 1990, dated October 30, 1990.

                  10-C. 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.



                                  69




                  10-D. Documents relating to the sale by the Partnership
of its interest in the Old Orchard Urban Venture are herein incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-12791) for
August 30, 1993, dated November 12, 1993.

                  10-E. 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-F. 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-G. 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-H. $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.

                  10-I. $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-J. Assumption Agreements dated October 14, 1994 made
by 237 Park Avenue Associates and by 1290 Associates in favor and for the
benefit of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC
Office Building Associates, L.P., copies of which are herein incorporated
by reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-12791) dated March 27, 1995.

                  10-K. Assumption Agreements dated October 14, 1994 made
by O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC
Office Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, copies of which are herein
incorporated by reference to the Partnership's Report for December 31, 1994
on Form 10-K (File No. 0-12791) dated March 27, 1995.

                  10-L. 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.



                                  70




                  10-M. 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-N. Agreement of Sale between 2 Broadway Associates,
L.P. and 2 Broadway Acquisition Corp. dated August 10, 1995, is hereby
incorporated by reference to the Partnership's Report for December 31, 1995
on Form 10-K (File No. 0-12791) dated March 25, 1996.

                  10-O. Agreement of Conversion of 1290 Associates into
1290 Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office
Building Associates, L.P., an Illinois limited partnership, O&Y Equity
Company, L.P., a Delaware limited partnership and O&Y NY Building Corp., a
Delaware corporation, is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-12791)
dated March 25, 1996.

                  10-P. Agreement of Conversion of 237 Park Avenue
Associates into 237 Park Avenue Associates, L.L.C., dated October 10, 1995
among JMB/NYC Office Building Associates, L.P., an Illinois limited
partnership, O&Y Equity Company, L.P., a Delaware limited partnership and
O&Y NY Building Corp., a Delaware corporation, is hereby incorporated by
reference to the Partnership's Report for December 31, 1995 on Form 10-K
(File No. 0-12791) dated March 25, 1996.

                  10-Q. Disclosure Statement for the Second Amended Joint
Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. dated August 9, 1996 is hereby incorporated by reference
to the Partnership's Report for September 30, 1996 on Form 10-Q (File No.
0-12791) dated November 8, 1996.

                  10-R. Consent of Director of Carlyle-XIV Managers, Inc.
(known as Carlyle Managers, Inc.) dated October 31, 1996 is filed herewith.

                  10-S. Consent of Director of Carlyle-XIII, Managers,
Inc. (known as Carlyle Investors, Inc.) dated October 31, 1996 is filed
herewith.

                  10-T. Allonge to demand note between Carlyle Real
Estate Limited Partnership - XIII and Carlyle Managers, Inc. dated October
31, 1996 is filed herewith.

                  10-U. Allonge to demand note between Carlyle Real
Estate Limited Partnership - XIII and Carlyle Investors, Inc., dated
October 31, 1996 is filed herewith.

                  10-V. 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 filed herewith.




                                  71




                  10-W. Agreement of Limited Partnership of 237/1290
Lower Tier Associates, L.P. dated as of October 10, 1996 is filed herewith.

                  10-X. Amended and Restated Limited Partnership
Agreement of 237/1290 Upper Tier Associates, L.P. dated as of October 10,
1996 is filed herewith.

                  21.   List of Subsidiaries.

                  24.   Powers of Attorney.

                  27.   Financial Data Schedule.

                  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 1996 has been
sent to the Partners of the Partnership.  An annual report will be sent to
the Partners subsequent to this filing.






































                                  72




            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

4-A.      Mortgage loan documents secured by the
          Copley Place multi-use complex               Yes

4-B.      Remodification of mortgage loan documents
          secured by Copley Place multi-use complex.   Yes

10-A.     Acquisition documents related to the
          Copley Place multi-use complex               Yes

10-B.     Documents related to the sale of Allied 
          Automotive Center.                           Yes

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

10-D.     Documents relating to the sale of
          its interest in the Old Orchard
          Urban Venture                                Yes

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

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

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

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

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

10-J.     Assumption Agreements dated October 14, 
          1994 made by 237 Park Avenue Associates 
          and by 1290 Associates in favor and 
          for the benefit of O&Y Equity Company, 
          L.P., O&Y NY Building Corp. and JMB/NYC 
          Office Building Associates, L.P.             Yes




            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII

                       EXHIBIT INDEX - CONTINUED


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

10-K.     Assumption Agreements dated October 14, 
          1994 made by O&Y Equity Company, L.P., 
          and by O&Y NY Building Corp. and by 
          JMB/NYC Office Building Associates, L.P. 
          in favor and for the benefit of 2 Broadway 
          Associates and 2 Broadway Land Company         Yes

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

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

10-N.     Agreement of Sale between 2 Broadway
          Associates, L.P. and 2 Broadway
          Acquisition Corp. dated August 10, 1995        Yes

10-O.     Agreement of Conversion of 1290 
          Associates into 1290 Associates, 
          L.L.C. dated October 10, 1995                  Yes

10-P.     Agreement of Conversion of 237 Park 
          Avenue Associates into 237 Park Avenue 
          Associates, L.L.C. dated October 10, 
          1995                                           Yes

10-Q.     Disclosure statement for the Second
          Amended Joint Plan of Reorganization
          of 237 Park Avenue Associates, L.L.C.
          and 1290 Associates, L.L.C. dated 
          August 9, 1996                                 Yes

10-R.     Consent of Director of Carlyle-XIV 
          Managers, Inc. (known as Carlyle 
          Managers, Inc.) dated October 31, 
          1996                                           No 

10-S.     Consent of Director of Carlyle-XIII, 
          Managers, Inc. (known as Carlyle 
          Investors, Inc.) dated October 31, 
          1996                                           No 

10-T.     Allonge to demand note between 
          Carlyle Real Estate Limited 
          Partnership-XIII and Carlyle 
          Managers, Inc. dated October 31, 
          1996                                           No 

10-U.     Allonge to demand note between 
          Carlyle Real Estate Limited 
          Partnership-XIII and Carlyle 
          Investors, Inc., dated 
          October 31, 1996                               No 

10-V.     Indemnification agreement between 
          Property Partners, L.P., Carlyle-XIII 
          Associates, L.P. and Carlyle-XIV 
          Associates, L.P. dated as of 
          October 10, 1996                               No 




            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII

                       EXHIBIT INDEX - CONTINUED

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

10-W.     Agreement of Limited Partnership of
          237/1290 Lower Tier Associates, L.P.
          dated as of October 10, 1996                   No 

10-X.     Amended and Restated Limited 
          Partnership of 237/1290 Upper
          Tier Associates, L.P. dated
          as of October 10, 1996                         No 

21.       List of Subsidiaries                           No 

24.       Powers of Attorney                             No 

27.       Financial Data Schedule                        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.