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, 2001             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 . . . . . . . . . . . . . . . . .   9

Item 3.      Legal Proceedings. . . . . . . . . . . . . .   9

Item 4.      Submission of Matters to a Vote of
             Security Holders . . . . . . . . . . . . . .   9


PART II

Item 5.      Market for the Partnership's Limited
             Partnership Interests and Related
             Security Holder Matters. . . . . . . . . . .  10

Item 6.      Selected Financial Data. . . . . . . . . . .  11

Item 7.      Management's Discussion and
             Analysis of Financial Condition and
             Results of Operations. . . . . . . . . . . .  13

Item 7A.     Quantitative and Qualitative Disclosures
             about Market Risk. . . . . . . . . . . . . .  18

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  19

Item 9.      Changes in and Disagreements
             with Accountants on Accounting
             and Financial Disclosure . . . . . . . . . .  37


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  37

Item 11.     Executive Compensation . . . . . . . . . . .  40

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  41

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  42


PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  42


SIGNATURES    . . . . . . . . . . . . . . . . . . . . . .  46








                                   i


<PAGE>


                                PART I


ITEM 1.  BUSINESS

     Unless otherwise indicated, all references to "Notes" are to Notes to
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 has been engaged solely in the business of the
acquisition, operation and sale and disposition of equity real estate
investments.  Such equity investments have been held by fee title,
leasehold estates and/or through joint venture partnership interests.  The
Partnership's real estate investments were located throughout the nation
and it had no real estate investments located outside of the United States.

A presentation of information about industry segments, geographic regions,
raw materials or seasonality 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, 2001, the
Partnership, through JMB/NYC Office Building Associates, L.P. ("JMB/NYC"),
had an indirect limited partnership interest in a partnership that owned
237 Park Avenue and a portfolio of other investments.  JMB/NYC's interest
in 237 Park Avenue was sold in January 2002, 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 Venture filed its
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


<PAGE>


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).

     Pursuant to the 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 interests 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 were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed below, the maximum potential obligation
was reduced to approximately $14,285,000 and a portion of the collateral
(approximately $4,460,000 in face amount) was released in 1999 to JMB/NYC.
On March 23, 2001, JMB/NYC sold its indirect interest in the 1290
Partnership, and as a result, the maximum indemnification obligation was
reduced to $0 and the remaining collateral (approximately $5,700,000 face
amount of which the Partnership's share was approximately $1,436,000) was
released in March 2001 to JMB/NYC.  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 (i) interest earned on amounts contributed by the
Partnership and held in escrow for JMB/NYC, (ii) the Partnership's share of
the agreed upon reduction of the maximum obligation in November 1999 in
connection with the Restructuring discussed below, and (iii) the
Partnership's share of the remaining indemnification obligation that was
released in March 2001 in connection with the sale of JMB/NYC's indirect
interest in the 1290 Partnership.  Interest income earned reduced the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability as of
December 31, 2000 in the accompanying financial statements.  In connection
with the sale of JMB/NYC's indirect interest in the 1290 Partnership (as
discussed below), the remaining collateral held in escrow was released to
JMB/NYC in late March 2001.


<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 was 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
(prior to its sale in January 2002) was significantly less than 1% of the
237 Partnership.  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC had 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.  JMB/NYC elected not to exercise its
right to cause a sale of its interest in the 237 Partnership during July
2001.  In addition, the general partner of the 237 Partnership had 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.  In January 2002, the general partner of the 237 Partnership
elected to acquire JMB/NYC's interest, and JMB/NYC received $650,000 in
sale proceeds.  Such amount was paid to the limited partners of JMB/NYC as
holders of a tranche of the Purchase Note as discussed below.  The
Partnership received its share of sale proceeds, approximately $159,000 in
March 2002.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 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 was approximately $340,000 and is reflected in the
accompanying financial statements) at closing.  Such amount was paid in May
2001 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 was approximately $1,436,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.  The Partnership received its share
of the sale proceeds and the collateral amount in May 2001.

     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 was secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership (prior to its sale in January 2002) and is non-
recourse to JMB/NYC.  The Purchase Note requires payment of principal and


<PAGE>


interest out of distributions made to JMB/NYC from the 1290 Partnership and
the 237 Partnership and proceeds from sales of JMB/NYC's indirect interests
in those partnerships.  Unpaid interest accrues and is deferred, compounded
monthly.  Unpaid principal and interest were due at maturity on January 2,
2001.  As expected, JMB/NYC did not have funds to pay the Purchase Note at
its maturity.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note have agreed to certain steps if the Purchase
Note is not repaid within one year of its maturity as discussed below.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at December 31, 2001, was approximately $170,068,000, including
interest at the default rate (as defined) of 12-3/4% per annum.

     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, were 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 are distributable 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 had not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder would
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 of JMB/NYC's interest in the 1290 Partnership during 2001 and the sale
of JMB/NYC's interest in the 237 Partnership, in 2002, Holders of Interests
have recognized or 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 was recognized in
2001 and as a result of the sale of the interest in the 237 Partnership,
the remaining amount of such gain will be recognized in 2002.  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.

     As a result of the sale of the Partnership's indirect interest through
JMB/NYC in the 237 Partnership in January 2002, the Partnership currently
anticipates that its liquidation and termination will occur no later than
the end of 2002, assuming that the environmental matter at 1001 Fourth
Avenue Plaza office building is resolved and barring any unexpected
circumstances.

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



<PAGE>


<table>
<caption>

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

                         <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>


NAME, TYPE OF PROPERTY                     DATE OF          SALE OR
    AND LOCATION                SIZE      PURCHASE     DISPOSITION DATE          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                      1/31/02
                               sq.ft.      8/14/84            (b)                fee ownership of land and
                               n.r.a.                                            improvements (through joint
                                                                                 venture partnerships)
                                                                                 (a)
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.                         (b)                improvements (through joint
                                                                                 venture partnerships)
                                                                                 (a)
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>


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



<PAGE>


NAME, TYPE OF PROPERTY                     DATE OF          SALE OR
    AND LOCATION                SIZE      PURCHASE     DISPOSITION DATE          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)
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)
<fn>
-----------------------

  (a)   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.

  (b)   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.

</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 interest in 1290 Avenue of the
Americas was sold on March 23, 2001 and JMB/NYC's interest in 237 Park
Avenue was sold on January 31, 2002.

     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
2000 and 2001.





<PAGE>


                                PART II

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

     As of December 31, 2001, there were 36,406 record holders of the
350,459 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 further
discussion of the purchase price note and 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, 2001, 2000, 1999, 1998, and 1997

                                (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

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

                      <c>           <c>            <c>           <c>           <c>
Total income. . . . . . .  $    114,317       137,952       300,152     5,173,967    16,941,329
                           ============  ============  ============  ============  ============
Earnings (loss) before
 gains (losses) on sale or
 disposition of securities,
 investment properties,
 interest in investment
 property, or indirect
 partnership interest . .  $  2,912,265      (291,388)    2,286,026   (4,612,001)    (5,592,268)
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, or indirect
 partnership interest . .       343,038         --          980,945     5,365,511    96,019,552
                           ------------  ------------  ------------  ------------  ------------
Earnings (loss) before
 extraordinary items. . .     3,255,303      (291,388)    3,266,971       753,510    90,427,284
Extraordinary items . . .         --            --       (1,121,200)   47,015,485    55,468,888
                           ------------  ------------  ------------  ------------  ------------
Net earnings
 (loss) . . . . . . . . .  $  3,255,303      (291,388)    2,145,771    47,768,995   145,896,172
                           ============  ============  ============  ============  ============



<PAGE>


                                2001         2000          1999          1998          1997
                          -------------  ------------   -----------  ------------  ------------
Net earnings (loss) per
 Interest (b):
  Earnings (loss) before
   gains (losses) on sale or
   disposition of securities,
   investment properties,
   interest in investment
   property or indirect
   partnership interest .  $       7.98          (.80)         6.01        (12.12)       (14.67)
  Gains (losses) on sale
   or disposition of
   securities, investment
   properties, interest
   in investment property
   or indirect partnership
   interest . . . . . . .           .97         --             2.66         14.54        259.75
  Extraordinary items . .         --            --            (3.04)        74.92        150.05
                           ------------  ------------  ------------  ------------  ------------
  Net earnings (loss) . .  $       8.95          (.80)         5.63         77.34        395.13
                           ============  ============  ============  ============  ============
Total assets. . . . . . .  $  3,537,236     2,295,096     2,669,876     4,035,478    27,600,886
Long-term debt. . . . . .  $      --            --            --        1,667,340     1,479,679
Cash distributions
 per Interest (b) . . . .  $      --            --            --            30.00         25.00
                           ============  ============  ============  ============  ============
<fn>
-------------

  (a)   The above selected financial data should be read in conjunction with the 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

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

     As a result of the public offering of Interests as described in
Item 1, the Partnership had approximately $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, 2001, the Partnership had cash and cash equivalents of
approximately $3,410,000.  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 and its indirect interest in the 237 Partnership in January
2002.  The Partnership received its share of the proceeds from the sale of
the indirect interest in the 1290 Partnership and its share of the
remaining funds held as collateral pursuant to the indemnification
agreement, aggregating approximately $1,779,000, in May 2001, and the
Partnership received its share of the proceeds from the sale of the
indirect interest in the 237 Partnership, approximately $159,000 in March
2002.

     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
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 had discovered soil
and possible groundwater contamination on its property that it believed had
emanated from underground fuel storage tanks allegedly operated by
Associates.  NOP advised that its site was contaminated with petroleum
hydrocarbons in excess of Washington state cleanup levels and that
approximately 80,000 to 90,000 tons of contaminated soil have been
excavated and disposed of off-site.  NOP also stated that impacted
groundwater recovered during excavation has been addressed as necessary.
NOP advised that it had incurred costs of investigation and remedial action
at the site and would 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.



<PAGE>


     On November 30, 2001, NOP sent the Partnership, and five other
allegedly responsible parties, a further demand letter purporting to
quantify the amount of remedial action costs incurred by NOP through the
date of the letter.  In the letter, NOP stated that it had incurred
$2,050,561 in recoverable remedial action costs that allegedly covered,
among other things, costs of investigation, soil removal costs, consulting
fees and attorneys' fees incurred to the date of the letter.  In the
November 30, 2001 demand, NOP stated that it would also seek all additional
future costs as they are incurred, including any additional costs related
to future required investigation and remediation of any groundwater
contamination and any costs incurred by NOP as a result of any
recontamination of the NOP property that might arise from the contamination
alleged to exist currently at the 1001 Fourth Avenue Plaza office building
site.  Such future costs could materially increase the ultimate costs that
NOP might seek to recover.  The Partnership has engaged counsel and is in
the process of developing information sufficient to respond to the issues
raised by NOP's demands.  In addition, NOP's demands do not include costs
for the investigation, remediation or other treatment of the soil or
groundwater at the 1001 Fourth Avenue Plaza office building site and the
Partnership does not have preliminary estimates of these potential costs.
At this time the Partnership is unable to determine what liability, if any,
it has for the total or a portion of the total costs, fees, and related
expenses that may be sought in connection with the alleged contamination,
but it intends to vigorously defend itself in this matter.

     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 was 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
prior to its sale in January 2002 was significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC had 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.  JMB/NYC elected not to exercise its
right to cause a sale of its interest in the 237 Partnership during July
2001.  In addition, the general partner of the 237 Partnership had 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.  In January 2002, the general partner of the 237 Partnership
elected to acquire JMB/NYC's interest, and JMB/NYC received $650,000 in
sale proceeds.  Such amount was paid to the limited partners of JMB/NYC as
holders of a tranche of the Purchase Note as discussed below.  The
Partnership's share of such sale proceeds, approximately $159,000, was
received in March 2002.



<PAGE>


     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 was approximately $340,000 and is reflected in the
accompanying financial statements) at closing.  Such amount was paid 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 was
approximately $1,436,000) held pursuant to the indemnification agreement,
including interest earned thereon, upon closing of the sale of its interest
in the 1290 Partnership.  The Partnership received its share of the sale
proceeds and the collateral amount in May 2001.

     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 was secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership (prior to its sale in January 2002) 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 did not have funds to pay the
Purchase Note at its maturity.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not repaid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at December 31, 2001, was approximately
$170,068,000, including interest at the default rate (as defined) of 12-
3/4% per annum.

     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, were 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 are distributable 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 had not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, 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 interests 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 were 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.  As a result of the sale of
JMB/NYC's indirect interest in the 1290 Partnership, the maximum
indemnification obligation was reduced to $0 and the remaining collateral
(approximately $5,700,000 face amount, of which the Partnership's share was
approximately $1,436,000) was released in March 2001 to JMB/NYC.  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 (i) interest earned on
amounts contributed by the Partnership and held in escrow by JMB/NYC, (ii)
the Partnership's share of the agreed upon reduction of the maximum
obligation in November 1999 in connection with the Restructuring discussed
above, and (iii) the Partnership's share of the remaining indemnification
obligation that was released in March 2001 in connection with the sale of
JMB/NYC's indirect interest in the 1290 Partnership.  Interest income
earned reduced the Partnership's share of the maximum unfunded obligation
under the indemnification agreement, which is reflected as a liability as
of December 31, 2000 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 of JMB/NYC's interest in the 1290 Partnership during 2001 and the sale
of JMB/NYC's interest in the 237 Partnership in 2002, Holders of Interests
have recognized or 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 was recognized in
2001 and as a result of the sale of the interest in the 237 Partnership,
the remaining amount of such gain will be recognized in 2002.  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.

     As a result of the sale of the Partnership's indirect interest through
JMB/NYC in the 237 Partnership in January 2002, the Partnership currently
anticipates that its liquidation and termination will occur no later than
the end of 2002, assuming that the environmental matter at 1001 Fourth
Avenue Plaza office building is resolved and barring any unexpected
circumstances.



<PAGE>


     RESULTS OF OPERATIONS

     The increase in cash and cash equivalents at December 31, 2001 as
compared to December 31, 2000 is primarily due to the receipt of the
Partnership's share of the collateral returned to JMB/NYC upon termination
of the indemnification agreement in March 2001 and the Partnership's share
of the proceeds of the March 23, 2001 sale of JMB/NYC's indirect interest
in the 1290 Partnership.  The Partnership received such amounts in May
2001.

     The increase in accounts payable at December 31, 2001 as compared to
December 31, 2000 is primarily due to the timing of payment for certain of
the professional services of the Partnership, primarily due to accruals
related to the environmental issues at 1001 Fourth Avenue Plaza, discussed
more fully in the Notes.

     The decrease in the Partnership's share of the maximum unfunded
obligation under the indemnification agreement as of December 31, 2001, as
compared to December 31, 2000, is primarily due to the termination of such
indemnification agreement upon sale of JMB/NYC's indirect interest in the
1290 Partnership on March 23, 2001.

     The decrease in interest income and the decrease in mortgage and other
interest for the years ended December 31, 2001 and 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 dividend income for the year ended December 31, 1999 is due to
dividends paid by Carlyle Investors, Inc. (the general partner in the
limited partners in JMB/NYC) and Carlyle Managers, Inc. (the general
partner in JMB/NYC) to the Partnership (as a shareholder of both
corporations) as a result of amounts distributed by JMB/NYC related to the
release of the collateral held in escrow discussed above.

     The increase in professional services for the year ended December 31,
2001 as compared to the same periods in 2000 and 1999 is primarily due to
legal fees incurred in regards to the environmental issues at 1001 Fourth
Avenue Plaza, discussed more fully in the Notes.

     The increase in general and administrative expenses for the year ended
December 31, 2001 as compared to the same period in 2000 is primarily due
to an increase in certain administrative costs during the year.  The
increase is also due to an increase in certain payroll costs related to the
environmental issues at 1001 Fourth Avenue Plaza, discussed more fully in
the Notes.

     The Partnership's share of the reduction of the maximum unfunded
obligation under and income related to termination of the indemnification
agreement recognized as income during 2001 of $3,572,177 is a result of the
sale of JMB/NYC's indirect interest in the 1290 Partnership in March of
2001 and release of the Partnership's and other Affiliated Partners'
indemnification obligation relating to the interest in the 1290
Partnership, as well as interest earned during 2001 on amounts contributed
by the Partnership and held in escrow by JMB/NYC.  Such interest income
earned reduced the Partnership's proportionate share of the maximum
unfunded obligation under the indemnification agreement.  The Partnership's
share of the reduction of the maximum unfunded obligation under the
indemnification agreement recognized as income of $89,468 for the year
ended December 31, 2000 is a result of interest earned on amounts
contributed by the Partnership and held in escrow for JMB/NYC.  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


<PAGE>


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.  The lower amount of such reduction for the year ended
December 31, 2000 as compared to the year ended December 31, 1999 is
primarily due to the release of a part of the indemnification obligation
and 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 of securities or indirect partnership interest for
the year ended December 31, 2001 is the Partnership's share of JMB/NYC's
gain from the sale of its indirect partnership interest in the 1290
Partnership on March 23, 2001.  The gain on sale of securities or indirect
Partnership interest for the year ended December 31, 1999 is due to the
sale of securities held by the Partnership.

     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 the Long Beach
property.

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)



                                 INDEX


Independent Auditors' Report

Balance Sheets, December 31, 2001 and 2000

Statements of Operations, years ended December 31,
  2001, 2000 and 1999

Statements of Partners' Capital Accounts (Deficits),
  years ended December 31, 2001, 2000 and 1999

Statements of Cash Flows, years ended December 31,
  2001, 2000 and 1999

Notes to Financial Statements



SCHEDULES NOT FILED:

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




<PAGE>












                     INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII:

     We have audited the financial statements of Carlyle Real Estate
Limited Partnership - XIII, a limited partnership, (the Partnership), as
listed in the accompanying index.  These financial statements are the
responsibility of the General Partners of the Partnership.  Our
responsibility is to express an opinion on these 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 financial statements referred to above present
fairly, in all material respects, the financial position of the Partnership
at December 31, 2001 and 2000, and the results of its operations and its
cash flows for each of the years in the three-year period ended
December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.







                                           KPMG LLP



Chicago, Illinois
March 25, 2002



<PAGE>


<table>
                               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                           (A LIMITED PARTNERSHIP)

                                               BALANCE SHEETS

                                         DECEMBER 31, 2001 AND 2000

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

                                                                    <c>               <c>
 Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $  3,409,779        2,162,172
  Interest, rents and other receivables . . . . . . . . . . . . . . .         22,269           27,736
                                                                        ------------     ------------
          Total current assets. . . . . . . . . . . . . . . . . . . .      3,432,048        2,189,908

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

                                                                        $  3,537,236        2,295,096
                                                                        ============     ============



<PAGE>


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


                                         BALANCE SHEETS - CONTINUED

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

                                                                            2001              2000
                                                                        ------------      -----------
Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .   $    230,250          107,064
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .        230,250          107,064

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

          Total liabilities . . . . . . . . . . . . . . . . . . . . .        891,478        2,904,641

Partners' capital accounts (deficits):
  General partners:
      Capital contributions . . . . . . . . . . . . . . . . . . . . .          1,000            1,000
      Cumulative net earnings (losses). . . . . . . . . . . . . . . .      1,223,379        1,103,458
      Cumulative cash distributions . . . . . . . . . . . . . . . . .     (1,149,967)      (1,149,967)
                                                                        ------------     ------------
                                                                              74,412          (45,509)
                                                                        ------------     ------------
  Limited partners:
      Capital contributions, net of offering costs. . . . . . . . . .    326,224,167      326,224,167
      Cumulative net earnings (losses). . . . . . . . . . . . . . . .   (262,580,883)    (265,716,265)
      Cumulative cash distributions . . . . . . . . . . . . . . . . .    (61,071,938)     (61,071,938)
                                                                        ------------     ------------
                                                                           2,571,346         (564,036)
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .      2,645,758         (609,545)
                                                                        ------------     ------------
                                                                        $  3,537,236        2,295,096
                                                                        ============     ============





<fn>
                               See accompanying notes to financial statements.
</table>


<PAGE>


<table>
                               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                           (A LIMITED PARTNERSHIP)

                                          STATEMENTS OF OPERATIONS
                                YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<caption>
                                                           2001             2000            1999
                                                       ------------     ------------    ------------

                                                   <c>              <c>             <c>
Income:
  Interest income . . . . . . . . . . . . . . . . .    $    114,317          137,952         275,237
  Dividend income . . . . . . . . . . . . . . . . .           --               --             20,757
  Other income. . . . . . . . . . . . . . . . . . .           --               --              4,158
                                                       ------------     ------------    ------------
                                                            114,317          137,952         300,152
                                                       ------------     ------------    ------------
Expenses:
  Mortgage and other interest . . . . . . . . . . .           --               --            233,008
  Professional services . . . . . . . . . . . . . .         346,267          125,217         164,881
  Amortization of deferred expenses . . . . . . . .           --               --             12,196
  General and administrative. . . . . . . . . . . .         427,962          393,591         395,299
                                                       ------------     ------------    ------------
                                                            774,229          518,808         805,384
                                                       ------------     ------------    ------------
                                                           (659,912)        (380,856)       (505,232)
Partnership's share of the reduction of
  the maximum unfunded obligation under and
  income related to termination of the
  indemnification agreement . . . . . . . . . . . .       3,572,177           89,468       2,809,020
Partnership's share of income (loss) from
  unconsolidated venture. . . . . . . . . . . . . .           --               --            (17,762)
                                                       ------------     ------------    ------------
        Earnings (loss) before gains (losses) on
          sale of securities or indirect partnership
          interest. . . . . . . . . . . . . . . . .       2,912,265         (291,388)      2,286,026
Gains (losses) on sale of securities or indirect
  partnership interest. . . . . . . . . . . . . . .         343,038            --            980,945
                                                       ------------     ------------    ------------
        Earnings (loss) before extraordinary item .       3,255,303         (291,388)      3,266,971


<PAGE>


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

                                    STATEMENTS OF OPERATIONS - CONTINUED


                                                            2001            2000            1999
                                                       ------------     ------------    ------------
Extraordinary item. . . . . . . . . . . . . . . . .          --                --         (1,121,200)
                                                       ------------     ------------    ------------

       Net earnings (loss). . . . . . . . . . . . .    $  3,255,303         (291,388)      2,145,771
                                                       ============     ============    ============

Net earnings (loss) per limited partnership
  interest:
    Earnings (loss) before gains (losses) on
      sale of securities or indirect partnership
      interest. . . . . . . . . . . . . . . . . . .    $       7.98             (.80)           6.01
    Gains (losses) on sale of securities or
      indirect partnership interest . . . . . . . .             .97            --               2.66
    Extraordinary item. . . . . . . . . . . . . . .           --               --              (3.04)
                                                       ------------     ------------    ------------

      Net earnings (loss) . . . . . . . . . . . . .    $       8.95             (.80)           5.63
                                                       ============     ============    ============





















<fn>
                               See accompanying notes to financial statements.
</table>


<PAGE>


<table>
                                 CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                             (A LIMITED PARTNERSHIP)

                               STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<caption>
                                GENERAL PARTNERS                                     LIMITED PARTNERS
             ------------------------------------------------    -----------------------------------------------------
                                                               CONTRI-
                                                               BUTIONS
                        NET                                    NET OF        NET
            CONTRI-   EARNINGS      CASH                      OFFERING     EARNINGS       CASH
            BUTIONS    (LOSS)   DISTRIBUTIONS    TOTAL         COSTS        (LOSS)    DISTRIBUTIONS    TOTAL
            -------  ---------- ------------- -----------  ------------ ------------  -------------------------

        <c>      <c>        <c>           <c>          <c>          <c>           <c>          <c>
Balance
 (deficit)
 December 31,
 1998 . . . .$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)
 December 31,
 1999 . . . . 1,000   1,115,114   (1,149,967)    (33,853)  326,224,167  (265,436,533)  (61,071,938)   (284,304)

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

Net earnings
 (loss) . . .  --       119,921        --        119,921         --        3,135,382         --      3,135,382
             ------ -----------   ---------- -----------   -----------  ------------   ----------- -----------
Balance
 (deficit)
 December 31,
 2001 . . . .$1,000   1,223,379   (1,149,967)     74,412   326,224,167  (262,580,883)  (61,071,938)  2,571,346
             ====== ===========   ========== ===========   ===========  ============   =========== ===========


<fn>
                                 See accompanying notes to financial statements.
</table>


<PAGE>


<table>                        CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                           (A LIMITED PARTNERSHIP)

                                          STATEMENTS OF CASH FLOWS
                                YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<caption>
                                                            2001            2000            1999
                                                       ------------     ------------    ------------

                                                   <c>              <c>             <c>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . .    $  3,255,303         (291,388)      2,145,771
  Items not requiring (providing) cash or
   cash equivalents:
    Amortization of deferred expenses . . . . . . .           --               --             12,196
    Amortization of discount on long-term debt. . .           --               --            211,460
    Partnership's share of income (loss) from
      unconsolidated venture. . . . . . . . . . . .           --               --             17,762
    Partnership's share of the reduction of the
      maximum unfunded obligation under and
      income related to termination of the
      indemnification agreement . . . . . . . . . .      (3,572,177)         (89,468)     (2,809,020)
    Gains (loss) on sale of securities or indirect
      partnership interest. . . . . . . . . . . . .        (343,038)           --           (980,945)
    Extraordinary item. . . . . . . . . . . . . . .           --               --          1,121,200
  Changes in:
    Interest, rents and other receivables . . . . .           5,591           13,564        (186,349)
    Accounts payable. . . . . . . . . . . . . . . .         123,186            6,076         (62,466)
                                                       ------------     ------------    ------------
          Net cash provided by (used in)
            operating activities. . . . . . . . . .        (531,135)        (361,216)       (530,391)
                                                       ------------     ------------    ------------
Cash flows from investing activities:
  Partnership's advance to affiliated entity. . . .           --               --           (105,188)
  Net sales and maturities (purchases)
    of short-term investments . . . . . . . . . . .           --               --          2,540,348
  Cash proceeds from Partnership's share of gain
    on sale of indirect partnership interest. . . .         343,038            --              --
  Partnership's distributions from
    unconsolidated venture. . . . . . . . . . . . .       1,435,704            --          1,041,252
                                                       ------------     ------------    ------------
          Net cash provided by (used in)
            investing activities. . . . . . . . . .       1,778,742            --          3,476,412
                                                       ------------     ------------    ------------


<PAGE>


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

                                    STATEMENTS OF CASH FLOWS - CONTINUED


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

Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . .           --               --         (3,000,000)
                                                       ------------     ------------    ------------
          Net cash provided by (used in)
            financing activities. . . . . . . . . .           --               --         (3,000,000)
                                                       ------------     ------------    ------------
          Net increase (decrease) in cash
            and cash equivalents. . . . . . . . . .       1,247,607         (361,216)        (53,979)

          Cash and cash equivalents,
            beginning of year . . . . . . . . . . .       2,162,172        2,523,388       2,577,367
                                                       ------------     ------------    ------------
          Cash and cash equivalents,
            end of year . . . . . . . . . . . . . .    $  3,409,779        2,162,172       2,523,388
                                                       ============     ============    ============


Supplemental disclosure of cash flow information:
    Net distributions in excess of recorded
      investment. . . . . . . . . . . . . . . . . .    $      --               --           (661,228)
                                                       ============     ============    ============

    Sale of securities:
      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)
                                                       ============     ============     ===========



<fn>
                               See accompanying notes to financial statements.
</table>


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2001, 2000 AND 1999


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).

     The equity method of accounting had been applied with respect to the
Partnership's 25% indirect interest in JMB/NYC through Carlyle-XIII
Associates, L.P. through the confirmation and acceptance of the Amended
Plan of Reorganization and Disclosure Statement on October 10, 1996
("Effective Date").  As of October 9, 1996 ("Effective Date"), the
Partnership reversed those previously recognized losses resulting from its
interest in JMB/NYC that it is no longer obligated to fund due to the
conversion of JMB/NYC's general partnership interest to a limited
partnership interest in the joint ventures which owned 1290 Avenue of the
Americas and 237 Park Avenue (collectively, the "Properties") and the terms
of the restructuring.  The Partnership had no future funding obligations
(other than that related to a certain indemnification agreement provided in
connection with the restructuring which was terminated upon sale of
JMB/NYC's interest of the 1290 Partnership) and had no influence or control
over the day-to-day affairs of the joint ventures which owned the
Properties subsequent to the Effective Date.  Accordingly, the Partnership
discontinued the application of the equity method of accounting for the
indirect interests in the Properties and additional losses from the
investment in unconsolidated venture will not be recognized.

     The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying 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").  Such GAAP adjustments are not recorded on the
records of the Partnership.  The effect of these items for the years ended
December 31, 2001 and 2000 is summarized as follows:

                             2001                   2000
                    ------------------------------------------------
                                  TAX BASIS               TAX BASIS
                      GAAP BASIS (UNAUDITED)  GAAP BASIS (UNAUDITED)
                     ----------- ----------- ----------- ----------
Total assets. . . . .$ 3,537,236  43,527,055   2,295,096 42,465,040

Partners' capital
 accounts (deficits):
  General partners. .     74,412  (2,818,209)    (45,509)(3,973,929)
  Limited partners. .  2,571,346 (15,812,848)   (564,036)(46,941,989)

Net earnings (loss):
  General partners. .    119,921   1,155,720     (11,656)    57,434
  Limited partners. .  3,135,382  31,129,141    (279,732) 1,378,406

Net earnings (loss)
 per limited part-
 nership interest . .       8.95       88.82        (.80)      3.92
                     =========== =========== ======================


<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 could 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 is
to consider all such amounts held with original maturities of three months
or less ($3,409,779 and $2,162,172 at December 31, 2001 and 2000,
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-two properties have been sold or
disposed of by the Partnership as of December 31, 2001.

     VENTURE AGREEMENT - GENERAL

     The Partnership at December 31, 2001 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).


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.



<PAGE>


     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 the 2 Broadway Building,
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 the 237 Park
Avenue and the 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 Venture filed its 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.

     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 (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).



<PAGE>


     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 interests 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 were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed below, during 1999 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.
As a result of the sale of JMB/NYC's indirect interest in the 1290
Partnership, the maximum indemnification obligation was reduced to $0 and
the remaining collateral (approximately $5,700,000 face amount of which the
Partnership's share was approximately $1,436,000) was released in March
2001 to JMB/NYC.  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 (i)
interest earned on amounts contributed by the Partnership and held in
escrow by JMB/NYC, (ii) the Partnership's share of the agreed upon
reduction of the maximum obligation in November 1999 in connection with the
Restructuring discussed below, and (iii) the Partnership's share of the
remaining indemnification obligation that was released in March 2001 in
connection with the sale of JMB/NYC's indirect interest in the 1290
Partnership.  Interest income earned reduced the Partnership's share of the
maximum unfunded obligation under the indemnification agreement, which was
reflected as a liability as of December 31, 2000 in the accompanying
financial statements.

     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 was 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
(prior to its sale in January 2002) was significantly less than 1% of the
237 Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC had 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.  JMB/NYC elected not to exercise its
right to cause a sale of its interest in the 237 Partnership during July
2001.  In addition, the general partner of the 237 Partnership had 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.  In January 2002, the general partner of the 237 Partnership
elected to acquire JMB/NYC's interest, and JMB/NYC received $650,000 in
sale proceeds.  Such amount was paid to the limited partners of JMB/NYC as
holders of a tranche of the Purchase Note as discussed below.  The
Partnership received its share of sale proceeds, approximately $159,000, in
March 2002.



<PAGE>


     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 at closing (of
which the Partnership's share was approximately $340,000 and is reflected
in the accompanying financial statements).  Such amount was paid in May
2001 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 was approximately $1,436,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.  The Partnership received its share
of the sale proceeds and the collateral amount in May 2001.

     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 was secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership (prior to its sale in January 2002) 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 and proceeds from sales of JMB/NYC's indirect
interests in those partnerships.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001.  As expected, JMB/NYC did not have funds to pay the
Purchase Note at its maturity.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not repaid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at December 31, 2001, was approximately
$170,068,000, including interest at the default rate (as defined) of 12-
3/4% per annum.

     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, were 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 are distributable 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 had not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder would
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.

     It is not expected that the Partnership will make any significant
distributions to the Holders of Interests.  However, in connection with the
sale of JMB/NYC's interest in the 1290 Partnership during 2001 and the sale
of JMB/NYC's interest in the 237 Partnership in 2002, Holders of Interests
have recognized or 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 was recognized in
2001 and as a result of the sale of the interest in the 237 Partnership,
the remaining amount of such gain was recognized in 2002.  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

     During 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.

     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.



<PAGE>


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
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 had discovered soil
and possible groundwater contamination on its property that it believed had
emanated from underground fuel storage tanks allegedly operated by
Associates.  NOP advised that its site was contaminated with petroleum
hydrocarbons in excess of Washington state cleanup levels and that
approximately 80,000 to 90,000 tons of contaminated soil have been
excavated and disposed of off-site.  NOP also stated that impacted
groundwater recovered during excavation has been addressed as necessary.
NOP advised that it had incurred costs of investigation and remedial action
at the site and would 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.

     On November 30, 2001, NOP sent the Partnership, and five other
allegedly responsible parties, a further demand letter purporting to
quantify the amount of remedial action costs incurred by NOP through the
date of the letter.  In the letter, NOP stated that it had incurred
$2,050,561 in recoverable remedial action costs that allegedly covered,
among other things, costs of investigation, soil removal costs, consulting
fees and attorneys' fees incurred to the date of the letter.  In the
November 30, 2001 demand, NOP stated that it would also seek all additional
future costs as they are incurred, including any additional costs related
to future required investigation and remediation of any groundwater
contamination and any costs incurred by NOP as a result of any
recontamination of the NOP property that might arise from the contamination
alleged to exist currently at the 1001 Fourth Avenue Plaza office building
site.  Such future costs could materially increase the ultimate costs that
NOP might seek to recover.  The Partnership has engaged counsel and is in
the process of developing information sufficient to respond to the issues
raised by NOP's demands.  In addition, NOP's demands do not include costs
for the investigation, remediation or other treatment of the soil or
groundwater at the 1001 Fourth Avenue Plaza office building site and the
Partnership does not have preliminary estimates of these potential costs.
At this time the Partnership is unable to determine what liability, if any,
it has for the total or a portion of the total costs, fees, and related
expenses that may be sought in connection with the alleged contamination,
but it intends to vigorously defend itself in this matter.

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.  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.



<PAGE>


     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 or refinanced 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 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.


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, 2001, 2000
and 1999 are as follows:
                                                           UNPAID AT
                                                          DECEMBER 31,
                                   2001   2000     1999      2001
                                 ------- -------  ------- ------------

Insurance commissions . . . . . .$  --     1,697    1,248      --
Reimbursement (at cost) for
 accounting services. . . . . . . 30,086  21,697      232     7,155
Reimbursement (at cost) for
 portfolio management services. . 14,407  16,794   33,650       251
Reimbursement (at cost) for
 legal services . . . . . . . . . 41,929  19,093   16,817    10,225
Reimbursement (at cost) for
 administrative charges and
 other out-of-pocket expenses . . 12,288   4,043    5,670      --
                                 ------- -------  -------    ------
                                 $98,710  63,324   57,617    17,631
                                 ======= =======  =======    ======



<PAGE>


     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 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)

                                            2001
                       ----------------------------------------------
                            3/31       6/30       9/30        12/31
                         ---------- ---------- ----------  ----------

Total income. . . . . .  $   28,993     33,752     31,289      20,283
                         ========== ========== ==========  ==========
Earnings (loss) before
 gain on sale of indirect
 partnership interest .  $3,437,804   (157,955)  (109,262)   (258,322)
Partnership's share of
 gain on sale of indirect
 partnership interest .     343,038      --         --          --
                         ---------- ---------- ----------  ----------
Net earnings (loss) . .  $3,780,842   (157,955)  (109,262)   (258,322)
                         ========== ========== ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   gain on sale of
   indirect partnership
   interest . . . . . .  $     9.38       (.43)      (.30)       (.71)
  Partnership's share of
   gain on sale of
   indirect partnership
   interest . . . . . .         .97      --         --          --
                         ---------- ---------- ----------  ----------
    Net earnings (loss)  $    10.35       (.43)      (.30)       (.71)
                         ========== ========== ==========  ==========


                                            2000
                       ----------------------------------------------
                            3/31       6/30       9/30        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>


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 2001 and 2000.


                               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 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 consent to the sale of) 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 distribution of such reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.

     The names, positions held and length of service therein of each
director and the executive officers of the Corporate General Partner 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          Director                      3/14/73
A. Lee Sacks              Director                      5/09/88
John G. Schreiber         Director                      3/14/73
H. Rigel Barber           Chief Executive Officer       8/01/93
                          Executive Vice President      1/02/87
Gary Nickele              Executive Vice President      1/01/92
                          General Counsel               2/27/84
Gailen J. Hull            Senior Vice President         6/01/88

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

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 5, 2002.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 5,
2002.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV") and the managing general partner of JMB
Income Properties, Ltd.-V ("JMB Income-V").  JMB is also the sole general
partner of the associate general partner of Carlyle-XIV.

     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 and Carlyle-XIV.

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

     Judd D. Malkin (age 64) is Chairman and Chief Financial Officer of
Carlyle Managers, Inc., the general partner of JMB/NYC, and an individual
general partner of JMB Income-V.  Mr. Malkin has been associated with JMB
since October, 1969.  He is also a director of Chisox Corporation, which is
the general partner of a limited partnership that owns the Chicago White
Sox, a Major League Baseball team, and a director of CBLS, Inc., which is
the general partner of the general partner of a limited partnership that
owns the Chicago Bulls, a National Basketball Association team.  Mr. Malkin
was also Co-Chairman of the Board of Directors of Urban Shopping Centers,
Inc. from its inception in 1993 until November 2000.

     Neil G. Bluhm (age 64) is Executive Vice President of Carlyle
Managers, Inc., the general partner of JMB/NYC, and an individual general
partner of JMB Income-V.  Mr. Bluhm has been associated with JMB since
August, 1970.  Mr. Bluhm is also a principal of Walton Street Capital,
L.L.C., which sponsors real estate investment funds.  He was also Co-
Chairman of the Board of Directors of Urban Shopping Centers, Inc. from its
inception in 1993 until November 2000.  He is a member of the Bar of the
State of Illinois.



<PAGE>


     Burton E. Glazov (age 63) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
Mr. Glazov is currently retired.  He is a member of the Bar of the State of
Illinois.

     Stuart C. Nathan (age 60) was, until August 2001, an Executive Vice
President of JMB and, until December 2000, an officer and/or director of
certain JMB affiliates.  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 68) has been associated with JMB since December,
1972.  He is also President and a director of JMB Insurance Agency, Inc.

     John G. Schreiber (age 55) has been associated with JMB since
December, 1970.  Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm.  He is also a senior advisor and partner of
Blackstone Real Estate Advisors, L.P., which manages large private equity
funds.  Mr. Schreiber is a trustee of AMLI Residential Properties Trust and
a director of Host Marriott Corporation and of The Rouse Company, as well
as a director of a number of mutual funds advised by T. Rowe Price
Associates, Inc.  From February 1995 until November 2000, Mr. Schreiber was
a director of Urban Shopping Centers, Inc.  Prior to his retirement as an
officer of JMB in 1990, Mr. Schreiber was Chairman of JMB/Urban Development
Co. from its inception in 1988 until 1990 and an Executive Vice President
of JMB from 1979 to 1990.  He received an M.B.A. from Harvard University
Graduate School of Business in 1970.

     H. Rigel Barber (age 53) is Vice President of Carlyle Managers, Inc.,
the general partner of JMB/NYC.  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 49) is Vice President of Carlyle Managers, Inc., the
general partner of JMB/NYC.  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 53) has been associated with JMB since March,
1982.  He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.





<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 2001, 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 $1,155,720
in 2001.  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 the Corporate General Partner of the Partnership or its
affiliates, 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.

     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 2001, the Corporate General Partner of the
Partnership or its affiliates were paid $12,288 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 2001 were $86,422 of which $17,631 was unpaid at
December 31, 2001.




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

                     <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.   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-R.   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-S.   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-T.   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-U.   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-V.   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.

                21.     List of Subsidiaries.

                24.     Powers of Attorney.




<PAGE>


                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 during 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 2001 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 25, 2002

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

                By:     JMB Realty Corporation
                        Corporate General Partner

                        JUDD D. MALKIN*
                By:     Judd D. Malkin, Chairman and
                        Chief Financial Officer
                Date:   March 25, 2002

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

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


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

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

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


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


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


<PAGE>


            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - 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.     Loan Pay-Off Agreement between
          Trizechahn Developments, Inc. and
          Carlyle Real Estate Partnership - XIII
          dated December 13, 1999                        Yes

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

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

10-T.     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-U.     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-V.     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.