SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549



                               FORM 10-Q



              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended 
September 30, 1997                         Commission file #0-16111   




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





                Illinois                    36-3314827                
      (State of organization)      (IRS Employer Identification No.)  




  900 N. Michigan Ave., Chicago, IL           60611                   
(Address of principal executive office)      (Zip Code)               




Registrant's telephone number, including area code 312/915-1987




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  [   ]



<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . .      3

Item 2.    Management's Discussion and 
           Analysis of Financial Condition and 
           Results of Operations. . . . . . . . . . . . . .     19



PART II    OTHER INFORMATION


Item 3.    Defaults Upon Senior Securities. . . . . . . . .     21

Item 5.    Other Information. . . . . . . . . . . . . . . .     22

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . .     23






<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS
                               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
                                          (A LIMITED PARTNERSHIP)
                                         AND CONSOLIDATED VENTURES

                                        CONSOLIDATED BALANCE SHEETS

                                 SEPTEMBER 30, 1997 AND DECEMBER 31, 1996

                                                (UNAUDITED)

                                                  ASSETS
                                                  ------
<CAPTION>
                                                                          SEPTEMBER 30,    DECEMBER 31,
                                                                              1997            1996     
                                                                          -------------    ----------- 
<S>                                                                      <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .      $ 19,602,969     20,664,264 
  Interest, rents and other receivables . . . . . . . . . . . . . . .           243,275        657,212 
  Escrow deposits and restricted securities . . . . . . . . . . . . .         2,809,817      5,091,039 
  Other restricted securities . . . . . . . . . . . . . . . . . . . .           505,786      5,285,807 
                                                                           ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . .        23,161,847     31,698,322 
                                                                           ------------   ------------ 
Investment properties:
    Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --         5,501,887 
    Buildings and improvements. . . . . . . . . . . . . . . . . . . .             --        75,941,178 
                                                                           ------------   ------------ 
                                                                                  --        81,443,065 
    Less accumulated depreciation . . . . . . . . . . . . . . . . . .             --       (31,766,188)
                                                                           ------------   ------------ 
        Total properties held for investment, net of 
          accumulated depreciation. . . . . . . . . . . . . . . . . .             --        49,676,877 

    Properties held for sale or disposition . . . . . . . . . . . . .       110,934,270     68,999,370 
                                                                           ------------   ------------ 
        Total investment properties . . . . . . . . . . . . . . . . .       110,934,270    118,676,247 
                                                                           ------------   ------------ 

Investment in unconsolidated ventures, at equity. . . . . . . . . . .        19,491,383     17,354,958 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .         2,395,109      2,704,645 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .         3,968,558      4,555,121 
                                                                           ------------   ------------ 
                                                                           $159,951,167    174,989,293 
                                                                           ============   ============ 



<PAGE>


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

                                  CONSOLIDATED BALANCE SHEETS - CONTINUED

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

                                                                          SEPTEMBER 30,    DECEMBER 31,
                                                                              1997            1996     
                                                                          -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .      $109,792,398    119,039,939 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .         3,119,940      4,341,771 
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . .         6,989,602     11,630,227 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .           381,214        773,149 
  Other current liabilities . . . . . . . . . . . . . . . . . . . . .           521,652        521,652 
                                                                           ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . .       120,804,806    136,306,738 

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .           412,451        457,730 
Investment in unconsolidated ventures, at equity. . . . . . . . . . .        15,425,056     14,107,122 
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,147,188      1,515,927 
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .           330,000        330,000 
Long-term debt, less current portion. . . . . . . . . . . . . . . . .       108,236,715    102,239,000 
                                                                           ------------   ------------ 
Commitments and contingencies

        Total liabilities . . . . . . . . . . . . . . . . . . . . . .       246,356,216    254,956,517 

Venture partners' subordinated equity in ventures . . . . . . . . . .             --           608,114 

Partners' capital accounts (deficits):
   General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . .            20,000         20,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . .       (20,414,870)   (20,028,625)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .        (1,020,769)    (1,020,769)
                                                                           ------------   ------------ 
                                                                            (21,415,639)   (21,029,394)
                                                                           ------------   ------------ 


<PAGE>


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

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


                                                                          SEPTEMBER 30,    DECEMBER 31,
                                                                              1997            1996     
                                                                          -------------    ----------- 

   Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . .       384,978,681    384,978,681 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . .      (408,230,456)  (402,819,621)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .       (41,737,635)   (41,705,004)
                                                                           ------------   ------------ 
                                                                            (64,989,410)   (59,545,944)
                                                                           ------------   ------------ 
        Total partners' capital accounts (deficits) . . . . . . . . .       (86,405,049)   (80,575,338)
                                                                           ------------   ------------ 
                                                                           $159,951,167    174,989,293 
                                                                           ============   ============ 
























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


<PAGE>


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

                                   CONSOLIDATED STATEMENTS OF OPERATIONS

                          THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                                (UNAUDITED)


<CAPTION>
                                                     THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                        SEPTEMBER 30                 SEPTEMBER 30       
                                                 -------------------------- --------------------------- 
                                                      1997          1996          1997          1996    
                                                  -----------   -----------  ------------   ----------- 
<S>                                              <C>           <C>          <C>            <C>          
Income:
  Rental income . . . . . . . . . . . . . . . .   $ 5,792,995     5,728,875    17,094,569    20,726,343 
  Interest income . . . . . . . . . . . . . . .       351,973       415,808     1,071,285     1,197,764 
                                                  -----------   -----------   -----------   ----------- 
                                                    6,144,968     6,144,683    18,165,854    21,924,107 
                                                  -----------   -----------   -----------   ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . .     5,845,361     5,060,569    17,729,109    17,170,259 
  Depreciation. . . . . . . . . . . . . . . . .         --        1,456,458     1,187,772     4,125,186 
  Property operating expenses . . . . . . . . .     2,868,333     2,616,095     7,896,230     9,507,715 
  Professional services . . . . . . . . . . . .        25,910        51,923       333,230       454,903 
  Amortization of deferred expenses . . . . . .       168,431       213,728       506,865       655,675 
  General and administrative. . . . . . . . . .       210,270       229,047       830,734       739,437 
  Provisions for value impairment . . . . . . .         --            --            --       26,000,000 
                                                  -----------   -----------   -----------   ----------- 
                                                    9,118,305     9,627,820    28,483,940    58,653,175 
                                                  -----------   -----------   -----------   ----------- 
       Operating earnings (loss). . . . . . . .    (2,973,337)   (3,483,137)  (10,318,086)  (36,729,068)

Partnership's share of earnings (loss) from 
  operations of unconsolidated ventures . . . .      (628,535)      246,899      (624,388)   (4,098,256)
Venture partner's share of venture
  operations. . . . . . . . . . . . . . . . . .         --          (62,021)        --         (186,446)
                                                  -----------   -----------   -----------   ----------- 
        Net operating earnings (loss) . . . . .    (3,601,872)   (3,298,259)  (10,942,474)  (41,013,770)




<PAGE>


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

                             CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                     THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                       SEPTEMBER 30                 SEPTEMBER 30        
                                                 -------------------------- --------------------------- 
                                                      1997          1996          1997          1996    
                                                  -----------   -----------  ------------   ----------- 
Gain on liquidation of investment in venture. .         --            --          269,147         --    
Gain on sale of Partnership's investments
  in unconsolidated ventures. . . . . . . . . .       104,313       100,610     1,442,879       296,639 
Gain on sale or disposition of investment 
  properties, net of venture partner's share 
  of gain of $204,139 and manager's incentive 
  fee of $1,730,016 . . . . . . . . . . . . . .         --            --            --       12,230,126 
                                                 ------------    ----------   -----------   ----------- 
        Net earnings (loss) before extra-
          ordinary items and cumulative 
          effect of an accounting change. . . .    (3,497,559)   (3,197,649)   (9,230,448)  (28,487,005)
                                                 ------------   -----------   -----------   ----------- 
Extraordinary items:
  Prepayment penalties and deferred mortgage 
    expense on retirement of long-term debt, 
    net of venture partner's share of $175,004.         --            --            --         (557,809)
  Gain on forgiveness of indebtedness . . . . .         --            --        3,433,368    35,780,656 
Cumulative effect of an accounting change . . .         --            --            --      (30,000,000)
                                                 ------------   -----------   -----------   ----------- 
        Net earnings (loss) . . . . . . . . . .  $ (3,497,559)   (3,197,649)   (5,797,080)  (23,264,158)
                                                 ============   ===========   ===========   =========== 
        Net loss per limited partnership 
         interest:
          Net operating earnings (loss) . . . .  $      (7.79)        (7.13)       (23.68)       (88.75)
          Gain on liquidation of investment
            in venture. . . . . . . . . . . . .         --            --              .60         --    
          Gain on sale or disposition of 
            interests in unconsolidated 
            ventures. . . . . . . . . . . . . .           .23           .22          3.22           .66 
          Net gain on sale or disposition
            of investment properties. . . . . .         --            --            --            27.29 
          Extraordinary items . . . . . . . . .         --            --             7.66         78.61 
          Cumulative effect of accounting 
            change. . . . . . . . . . . . . . .         --            --            --           (64.92)
                                                 ------------    ----------   -----------   ----------- 
                                                 $      (7.56)        (6.91)       (12.20)       (47.11)
                                                 ============    ==========   ===========   =========== 



<PAGE>


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

                             CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                     THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                        SEPTEMBER 30                 SEPTEMBER 30       
                                                 -------------------------- --------------------------- 
                                                      1997          1996          1997          1996    
                                                  -----------   -----------  ------------   ----------- 
        Cash distributions per limited 
          partnership interest. . . . . . . . .  $        .03         --              .07         26.24 
                                                 ============    ==========   ===========   =========== 
































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


<PAGE>


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

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                               NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                                                (UNAUDITED)

<CAPTION>
                                                                                1997            1996    
                                                                            ------------   ------------ 
<S>                                                                        <C>            <C>           
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,797,080)   (23,264,158)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,187,772      4,125,185 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .      506,865        655,675 
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .    7,753,463      2,576,067 
    Partnership's share of (earnings) loss from operations of 
      unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . .      624,388      4,098,256 
    Venture partner's share of ventures' operations, gain on sale 
      or disposition of investment properties and extraordinary items . . .        --           215,581 
    Provisions for value impairment . . . . . . . . . . . . . . . . . . . .        --        26,000,000 
    Gain on liquidation of investment in venture. . . . . . . . . . . . . .     (269,147)        --     
    Gain on sale of Partnership's investments in unconsolidated ventures. .   (1,442,879)      (296,639)
    Total gain on sale or disposition of investment property. . . . . . . .        --       (12,434,265)
    Extraordinary items, including venture partner's share. . . . . . . . .   (3,433,368)   (35,047,843)
    Cumulative effect of an accounting change . . . . . . . . . . . . . . .        --        30,000,000 
  Changes in:
    Interest, rents and other receivables . . . . . . . . . . . . . . . . .      267,050         93,961 
    Escrow deposits and restricted securities . . . . . . . . . . . . . . .    1,580,040      3,678,357 
    Other restricted securities . . . . . . . . . . . . . . . . . . . . . .    4,780,021     (1,594,910)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .      493,085        338,802 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .   (1,142,172)      (258,189)
    Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . .   (4,242,896)     4,450,051 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .      381,214        290,394 
    Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (368,739)      (368,739)
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .      (49,496)       (66,797)
                                                                            ------------    ----------- 
        Net cash provided by (used in) 
          operating activities. . . . . . . . . . . . . . . . . . . . . . .      828,121      3,190,789 
                                                                            ------------    ----------- 


<PAGE>


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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                                1997            1996    
                                                                            ------------    ----------- 
Cash flows from investing activities:
  Additions to investment properties, excluding amounts from
    escrow deposits and restricted securities . . . . . . . . . . . . . . .   (1,193,492)    (1,207,065)
  Cash proceeds from sale of interests in venture . . . . . . . . . . . . .        --        17,695,317 
  Partnership's distributions from unconsolidated ventures. . . . . . . . .        --         2,898,467 
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .        --            (3,558)
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .     (253,625)      (263,283)
                                                                            ------------    ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .   (1,447,117)    19,119,878 
                                                                            ------------    ----------- 
Cash flows from financing activities:
  Principal payment on note payable . . . . . . . . . . . . . . . . . . . .      (70,701)       (70,701)
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .        --          (172,148)
  Distributions to venture partners . . . . . . . . . . . . . . . . . . . .     (338,967)    (4,943,936)
  Distributions to general partners . . . . . . . . . . . . . . . . . . . .        --          (112,047)
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . .      (32,631)   (11,641,349)
                                                                            ------------    ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .     (442,299)   (16,940,181)
                                                                            ------------    ----------- 
        Net increase (decrease) in cash 
          and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .   (1,061,295)     5,370,486 

        Cash and cash equivalents, beginning of year. . . . . . . . . . . .   20,664,264     15,045,385 
                                                                            ------------    ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 19,602,969     20,415,871 
                                                                            ============    =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 14,218,542     10,144,141 
                                                                            ============    =========== 
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of Partnership's investments 
      in unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . $  1,442,879        296,639 
                                                                            ============    =========== 
    Sales of investment properties:
      Total sale proceeds, net of selling expenses. . . . . . . . . . . . . $      --        58,491,798 
      Prepayment penalties. . . . . . . . . . . . . . . . . . . . . . . . .        --          (516,683)
      Payoff of mortgage loan . . . . . . . . . . . . . . . . . . . . . . .        --       (38,549,782)
      Incentive fee to manager of investment property . . . . . . . . . . .        --        (1,730,016)
                                                                            ------------    ----------- 
          Cash proceeds from sale of interest in venture. . . . . . . . . . $      --        17,695,317 
                                                                            ============    =========== 



<PAGE>


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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                                1997            1996    
                                                                            ------------    ----------- 

    Fixed asset additions from escrow deposits and restricted securities. . $    701,182         10,483 
                                                                            ============    =========== 
    Disposition of investment properties:
      Balance due on long-term debt canceled. . . . . . . . . . . . . . . . $ 10,932,588     50,853,648 
      Accrued interest expense on accelerated long-term debt. . . . . . . .      397,729      1,853,284 
      Reduction of investment property, net . . . . . . . . . . . . . . . .   (8,448,879)   (16,419,175)
      Reduction of other asset and liabilities. . . . . . . . . . . . . . .      551,930       (507,101)
                                                                            ------------    ----------- 
        Non-cash gain recognized due to lender 
          realizing upon security . . . . . . . . . . . . . . . . . . . . . $  3,433,368     35,780,656 
                                                                            ============    =========== 


























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


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1997 AND 1996

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-16111) dated on March 21, 1997, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1996 Annual Report on Form 10-K.

     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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from these
estimates.

     The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996.  The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security.  In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated.  As of September 30, 1997, the Partnership and its
consolidated ventures have or have previously committed to plans to sell or
dispose of all their remaining investment properties.  Accordingly, all
consolidated properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements as of the
respective dates of such plans' adoption.  The results of operations, net
of venture partners' share, for these properties and for properties sold or
disposed of in the past two years were ($4,854,308) and ($34,560,612),
respectively, for the nine months ended September 30, 1997 and 1996.

     In addition, the accompanying consolidated financial statements
include ($1,228,519) and ($3,424,832), respectively, of the Partnership's
share of total property operations of ($2,457,038) and ($6,849,665) for
unconsolidated properties for the nine months ended September 30, 1997 and
1996, respectively, which are held for sale or disposition or have been
sold or disposed of during the past two years.

     During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued.  As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.

     Certain reclassifications have been made to the 1996 consolidated
financial statements to conform with the 1997 presentation.



<PAGE>


     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, and
will be, required under applicable law to remit directly to the taxing
authorities amounts representing withholding from distributions paid to
partners.  Due to this, approximately $32,600 representing such withholding
was remitted to various states on behalf of the Holders of Interests.

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 and certain of its officers and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments.  Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of September 30, 1997 and for the nine months ended
September 30, 1997 and 1996 were as follows:

                                                          Unpaid at  
                                                        September 30,
                                   1997        1996         1997     
                                 --------     ------    -------------
Property management and 
  leasing fees. . . . . . . .    $  9,246     97,690      1,510,131  
Reimbursement (at cost) for 
 out-of-pocket salary and 
 salary-related expenses 
 related to the on-site 
 personnel and other costs 
 for the Partnership and 
 its investment properties. .     117,417     89,551        101,321  
                                 --------    -------      ---------  
                                 $126,663    187,241      1,611,452  
                                 ========    =======      =========  

     Through November of 1994, certain of the properties owned by the
Partnership's consolidated and unconsolidated ventures were managed by an
affiliate of the Corporate General Partner.  Included in accounts payable
are amounts due to affiliates of $2,186,007 at September 30, 1997 and
December 31, 1996, which consists of management fees and leasing
commissions of $1,510,131 (included in the table above) and advances of
$675,876 payable to the affiliated manager.  The cumulative deferred
amounts do not bear interest and are expected to be paid in future periods.

     The affiliate also managed Piper Jaffray Tower prior to December 1994,
and pursuant to the terms of a loan modification, agreed to defer receipt
of its property management fees earned of approximately $1,839,000 as of
September 30, 1997 (of which the Partnership's share is approximately
$919,500).  The unconsolidated venture's obligation to the affiliate is not
reflected in the Consolidated Balance Sheets as of September 30, 1997 and
December 31, 1996.

JMB/900

     Occupancy of this building at the end of the third quarter of 1997
declined slightly to 97%.

     Progress Partners is currently in negotiations with the building's
major tenant, Schulte, Roth & Zabel (120,991 square feet with a lease
expiration date of May 31, 2000), for an early renewal and expansion of its
lease.  There are no assurances that an early renewal or expansion of this
tenant's lease will be achieved.



<PAGE>


     Pursuant to the extension on the mortgage loan, net cash flow (as
defined) is paid into an escrow account controlled by the lender.  The
escrow account, including interest earned thereon, will be used by Progress
Partners for payment of property taxes and releasing costs associated with
leases which expire in 1999 and 2000 (approximately 50% of the building
including the Schulte, Roth & Zabel lease discussed above).  The remaining
proceeds in this escrow plus interest earned thereon, if any, will be
released to Progress Partners once 90% of such leased space has been
renewed or released.  During 1997, approximately $7,196,000 has been
deposited into escrow from net cash flow from property operations. 
Additionally, approximately $2,587,000 has been withdrawn from the escrow
account for payment of real estate taxes in 1997.  

     JMB/900 is currently involved in litigation.  Current discussions
involve a settlement whereby JMB/900 would purchase all the unaffiliated
venture partner interests in Progress Partners.  There are no assurances
that a settlement will be finalized on this or any other terms.  The
Partnership will not commit capital to the purchase of the unaffiliated
venture partner interests unless, among other things, it believes that upon
sale of the property, the Partnership will receive a return of such funds
and a reasonable rate of return thereon.

CALIFORNIA PLAZA

     Net cash flow continues to be escrowed with the lender (included in
escrow deposits and restricted securities) pursuant to the December 1993
loan modification.  The Partnership recorded a provision for value
impairment of $7,200,000 as of January 1, 1996 to reflect the then
estimated fair value of the property based upon an analysis of discounted
cash flows of the property over the expected holding period.

SPRINGBROOK SHOPPING CENTER

     As a result of non-payment of debt service, in January 1997, the
lender realized upon its security and took title to the property in full
satisfaction of the loan secured by the property.

     The Partnership recorded a provision for value impairment of
$1,400,000 as of January 1, 1996 to reflect the then estimated fair value
of the property based upon an analysis of discounted cash flows of the
property over the expected holding period. Due to such provision, the
Partnership did not recognize a significant gain or loss for financial
reporting purposes on the transfer of title.  However, the accompanying
consolidated financial statements do include $3,433,368 of extraordinary
gain on extinguishment of debt upon the lender taking title to the property
for the nine months ended September 30, 1997.  The Partnership expects to
record a loss in 1997 of approximately $5,000,000 on the disposition of the
property for Federal income tax purposes.

PIPER JAFFRAY TOWER

     Occupancy of the building at the end of the third quarter of 1997
decreased to 93%.

     The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $96,126,673 is outstanding
as of September 30, 1997.  The lender is essentially entitled to all
operating cash flow.  Excess cash flow generated during 1996 of $741,627
was remitted to the lender in April 1997 from cash held by the venture.

     In addition, the mortgage loan also provides that upon sale or
refinancing, the lender is entitled to prepayment fees as well as a
significant level of proceeds in excess of the then unpaid principal
balance prior to JMB/Piper's receipt of proceeds.  While the loan
modification provides JMB/Piper with an opportunity to retain an ownership
position in the property, under the current terms of the modified debt,
there must be significant additional improvement in current market and
property operating conditions resulting in a substantial increase in the


<PAGE>


value of the property before JMB/Piper can share in sale or refinancing
proceeds.  In connection with early renewal negotiations with Piper
Jaffray, Inc. ("PJI") occupying 310,111 square feet or approximately 43% of
the building's rentable square feet, discussed below, Piper has approached
the underlying lender to discuss additional modifications to the loan to
provide the funds necessary to secure the early renewal.  The underlying
lender has informed Piper that it will not provide further modifications to
the loan.  Any renewal of PJI's lease requires the lender's approval and a
modification of the loan.  If an early renewal can be achieved, the lender
would require that it obtain title to the property sometime after 1997, in
return for its approval and agreement to pay for the costs involved.  The
lender would, however, consider certain incentives to Piper for achieving
an early renewal of PJI's lease and the transfer of title.  There is no
assurance that an early renewal of PJI's lease or an acceptable incentive
from the underlying lender will be achieved.  Even without an early renewal
of PJI's lease, Piper may not be able to pay the required debt service over
the next couple years as a result of the Popham Haik ("Popham") situation
discussed below.  JMB/Piper will not commit additional capital to Piper
unless, among other things, it believes that upon sale of the property it
will receive a return of such funds and a reasonable rate of return
thereon.  If a funding requirement arises and none of the Piper partners
contribute the required capital, the lender would likely take title to the
property.  This would result in JMB/Piper, and therefore the Partnership,
recognizing a significant amount of gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds. 
This gain would occur upon any transfer of title.

     On a monthly basis, Piper deposits the property management fee into an
escrow account to be used (including interest earned thereon) for future
leasing costs to the extent cash flow is not sufficient to cover such
items.  To date, no escrow funds have been required to be used for leasing
costs.  At September 30, 1997, the balance of such escrow account totaled
approximately $4,495,000.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) has
agreed to defer receipt of its management fee until a later date.  As of
September 30, 1997, the manager has deferred approximately $3,655,000
($1,839,000 of which represents deferred fees due to affiliates through
November 1994, of which $919,500 is the Partnership's share) of management
fees.

     During the second quarter of 1997, Piper executed an amendment to the
existing lease agreement with Popham.  Under the terms of the agreement,
Popham immediately surrendered approximately 57,000 square feet of leased
space leaving approximately 47,000 square feet occupied by Popham.  Popham
continued to pay rent and all charges in accordance with its original lease
on the remaining and give-back space through July 31, 1997.  Popham's rent
on the remaining square footage increased to a market rate effective on
August 1, 1997.  There was no adjustment to the lease expiration date
(January, 2003) on the remaining space.  JMB/Piper has released
approximately 23,000 square feet of the Popham give-back space.  During the
third quarter, Popham informed JMB/Piper that effective in November 1997,
it would cease operations as Popham and consolidate with another law firm. 
Popham has claimed that at that time, its lease with the building would
terminate and the building would have to look to the net assets of the
disbanded Popham firm in satisfaction of the remaining lease liability. 
The new firm needs approximately one-half of Popham's reduced space or
approximately 23,000 square feet.  Piper is negotiating with the new firm
to remain in occupancy of this space in the building.  Piper is also
exploring what recourse it has, if any, against the former and new law firm
for termination of the Popham lease.  There are no assurances that Piper
will be compensated in any way for the termination of Popham's lease or
that it will be successful in retaining the new firm in the building.  As a
result, the property's operating cash flow has been and is expected to
continue to be adversely affected due to increased vacancy and leasing
costs associated with releasing the approximately 81,000 square feet of
space given back or vacated by Popham.



<PAGE>


     PJI has leased an additional 22,712 square feet of space currently
under lease to another tenant with a lease expiration date of December 31,
1997.  PJI's lease start date will be January 1, 1998 with a lease
expiration date coterminous with the remainder of its space on March 31,
2000.  Piper continues to work on an early renewal of PJI's lease.  Such
renewal, if it occurs, will likely require a substantial amount of funds in
excess of the escrow funds discussed above in order to rehabilitate PJI's
space or otherwise to provide incentive for PJI to remain in the building
in lieu of moving to one of several proposed new office building
developments in Minneapolis.  As discussed above any modification or
renewal of this lease would require the lender's approval as well as
modification of the loan by the lender.  In addition as also discussed
above, an early renewal of PJI's lease may result in a transfer of title to
the lender after 1997.

     As of September 30, 1997, the JMB/Piper venture has committed to a
plan to sell or dispose of the property and has classified the remaining
assets as held for sale.  These assets will therefore no longer be subject
to continued depreciation.

260 FRANKLIN STREET BUILDING

     The office market in the Financial District of Boston remains
competitive due to new office building developments and layoffs, cutbacks
and consolidations by financial service companies.  The effective rental
rates achieved upon re-leasing have been substantially below the rates
which were received under the previous leases for the same space.  The
property is currently expected to operate at a deficit for 1997 and for
several years thereafter.

     The long-term mortgage loan in the original principal amount of
approximately $75,000,000 matured January 1, 1996.  260 Franklin, as of
such date, began submitting the net operating cash flow of the property to
the lender while seeking an extension or refinancing of the loan.  The
joint venture reached agreements with the lender for extensions of the
mortgage loan through January 1, 1997 and again through January 1, 1998. 
In addition to substantially the same terms as were in effect prior to such
extensions, the agreement requires that the property submit net operating
cash flow of the property to the lender.  In addition, the lender has
indicated that it will not extend the loan beyond January 1, 1998.  260
Franklin and the Partnership believe that the value of the office building
is less than the mortgage loan, and the Partnership does not intend to
expend any additional funds of its own on the property.  Accordingly, 260
Franklin is negotiating with the lender and an unaffiliated third party
regarding the transfer of its ownership interest to the unaffiliated third
party in 1998.  This would result in 260 Franklin and the Partnership no
longer having an ownership interest in the property.  In such event, 260
Franklin and the Partnership would recognize a net gain for financial
reporting and Federal income tax purposes with no distributable proceeds.

     The Partnership and 260 Franklin venture recorded a provision for
value impairment of $17,400,000 as of January 1, 1996, to reflect the then
estimated fair value of the property based upon the use of an appropriate
capitalization rate applied to the property's net operating income.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $181,204,000 as of September 30, 1997), as extended, matures
September, 2003.  All excess cash flow is being escrowed for future tenant
improvements and principal payments.  In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds.



<PAGE>


     A promissory note secured by the Partnership's interest in the joint
venture, which has an adjusted principal balance of approximately
$40,830,000, and accrued interest of approximately $6,363,000 at September
30, 1997 is due September 2003.  The note accrues interest at 17% per
annum.  The loan requires payments of cash flow distributed by the venture
from either property operations or sales proceeds as well as a portion of
the property management fee paid to the venture partner.  The loan is
secured solely by the Partnership's interest in the property.

     Due to the significant level of indebtedness, it is unlikely that the
Partnership will receive any significant future proceeds from operations,
sale or refinancing.  The Partnership has decided not to commit any
significant additional amounts to the property.  The disposition of the
ownership interest in the property would likely result in a gain for
Federal income tax purposes with no corresponding distributable proceeds.

RIVEREDGE PLACE BUILDING

     The Partnership ceased making debt service payments effective July 1,
1992, and had been seeking to modify the mortgage note which matured
January 1, 1996 (with a principal balance of $18,166,294 and accrued
interest of approximately $6,983,000 at September 30, 1997).  The property
has generated approximately $6,756,000 and $5,285,000 of cumulative cash
flow as of September 30, 1997 and December 31, 1996, respectively, since
the Partnership ceased making monthly debt service payments.  In September
1997, the Partnership remitted to the lender $6,250,000 of the cumulative
cash flow as a partial paydown of accrued interest.  The remaining
cumulative cash flow of approximately $506,000 will be used to pay for
capital improvements and leasing costs at the property and any remaining
amounts will likely be remitted to the lender and therefore these amounts
are included in other restricted securities in the accompanying
consolidated financial statements.  Subsequent to the end of the third
quarter, the Partnership reached an agreement in principal to sell the
property by the end of 1997 to an unaffiliated third party.  However, there
can be no assurance that a sale transaction will be completed with this or
any other purchaser.  If the sale is completed on the proposed terms, the
Partnership would receive net proceeds, after partial paydown of and
release from the mortgage note and accrued interest and selling costs.  A
sale of the property would result in a gain for financial reporting and
Federal income tax purposes.  The mortgage note has been classified as a
current liability in the accompanying consolidated financial statements at
September 30, 1997 and December 31, 1996.

NEWPARK MALL

     As a result of the acquisition by Federated Department Stores of the
company which owns the Emporium Capwell store at NewPark Mall, Federated,
which also owns the Macy's store at NewPark Mall approached the NewPark
joint venture regarding a sale of the Emporium building.  Simultaneously
with its negotiations to acquire the Emporium Capwell building, the NewPark
joint venture negotiated to sell the building to a national retail store
owner.  The transactions closed on April 22, 1997 and the joint venture
received net proceeds of approximately $2,000,000, of which the
Partnership's share was approximately $984,000, which has been retained by
the venture for possible tenant improvements and leasing costs related to
potential future leases.  The Partnership recognized a gain for financial
reporting purposes of approximately $984,000.  The Partnership will
recognize a gain for Federal income tax purposes in 1997.

     The NewPark joint venture, in accordance with SFAS 121, recorded a
provision for value impairment at June 30, 1996 in the amount of $8,600,000
of which the Partnership's share is $3,870,000.  Such provision was
recorded to reduce the venture's carrying value of the investment property
to its then estimated fair market value based upon an analysis of the
discounted estimated future cash flows over the projected holding period.



<PAGE>


JMB/125

     In November 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Ltd. ("O&Y") reached an agreement to settle their dispute
regarding 125 Broad and its property.  Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released its venture partners (the "O&Y partners") from any claims related
to 125 Broad.  In return, JMB/125 received an unsecured promissory note in
the principal amount of $5 million bearing simple interest at 4.5% per
annum with all principal and accrued interest due at maturity in October
1999, subject to mandatory prepayments of principal and interest or
acceleration of the maturity date under certain circumstances.  In
addition, JMB/125 received a release from any claims of certain O&Y
affiliates and generally was to be indemnified against any liability as a
general partner of 125 Broad.  JMB/125 was also relieved of any obligation
to contribute cash to 125 Broad in the amount of its deficit capital
account balance.  Affiliates of O&Y subsequently filed a pre-arranged
bankruptcy plan for reorganization of 125 Broad under Chapter 11 of the
Bankruptcy Code in order to facilitate 125 Broad's transfer of the office
building to the mortgage lender in satisfaction of the mortgage debt and
other claims.  In January 1995, the plan for reorganization was approved by
the bankruptcy court, was consummated, and the bankruptcy was concluded. 
In October 1995, the makers of the $5 million promissory note payable to
JMB/125 filed for protection from creditors under Chapter 11 of the
Bankruptcy Code.  Pursuant to the bankruptcy reorganization of the makers
of the note, JMB/125, as an unsecured creditor, received limited
partnership interests and a convertible note in a reorganized entity that
has majority or controlling interests in six office buildings in New York,
New York and Boston, Massachusetts.  The assigned value, as of the
bankruptcy confirmation date, of the interests and note received by JMB/125
was approximately $400,000.  The convertible note was fully reserved due to
the uncertainty of the realizable value of the note.  In June 1997, the
convertible note receivable for $297,000 was collected on by JMB/125
resulting in the recognition of gain, of which the Partnership's share is
$174,654.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1996
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1997 and December 31, 1996 and for
the three and nine months ended September 30, 1997 and 1996.


<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.

     After reviewing the remaining properties and the competitive
marketplaces in which they operate, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable.  Therefore, with the
possible exception of the Partnership's interest in the Wells Fargo Center,
the affairs of the Partnership are expected to be wound up no later than
1999, barring unforeseen economic developments.  The General Partners of
the Partnership are considering the possibility of retaining the ownership
interest in Wells Fargo Center beyond the 1999 time frame in order to defer
the recognition of a significant amount of capital gain for Federal income
tax purposes which will occur upon the disposition of this property.

     At September 30, 1997, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $19,603,000.  Such funds and
certain escrowed amounts (which are restricted as to their use) are
available for the payment of the Partnership's share of leasing costs and
capital improvements for its investment properties as well as for other
working capital requirements, including the Partnership's share of
potential future deficits, capital improvements, and financing or loan
restructuring costs at certain of the Partnership's investment properties,
and potential future distributions to partners.  In addition, the General
Partners and their affiliates have previously deferred management and
leasing fees payable to them in the aggregate amount of approximately
$2,650,000 (approximately $6 per Interest) relating to the Partnership's
investment properties, which amount includes the Partnership's
proportionate share of such fees for its consolidated and unconsolidated
entities.  Such fees are expected to be paid in the future.  Anticipated
deficits for 1997, including those for expected tenant improvement and
other lease inducement costs, at the 260 Franklin office building are
expected to be paid out of the joint venture's restricted reserve account. 
The Partnership currently has adequate cash and cash equivalents to
maintain the operations of the Partnership.  However, the Partnership has
taken steps to preserve its working capital by suspending operating
distributions (except for certain withholding requirements) to the Holders
of Interests and the General Partners effective as of the first quarter of
1992.

     Although the Partnership expects to distribute sales proceeds from the
disposition of certain of the Partnership's remaining assets, aggregate
distributions of sale and refinancing proceeds received by Holders of
Interests over the entire term of the Partnership will be substantially
less than one-fourth of their original investment.  However, in connection
with sales or other dispositions (including transfers to lenders) of
properties (or interests therein) owned by the Partnership or its joint
ventures, the Holders of Interests will be allocated gain for Federal
income tax purposes, regardless of whether any proceeds are distributable
from such sales or other dispositions.

RESULTS OF OPERATIONS

     The decrease in interest, rents and other receivables at September 30,
1997 as compared to December 31, 1996 is primarily due to the timing of
rental payments received at the 260 Franklin office building and the write-
off of accounts receivable at the Springbrook Shopping Center upon the
lender obtaining legal title to the property in 1997.



<PAGE>


     The decrease in the balance of escrow deposits and restricted
securities at September 30, 1997 as compared to December 31, 1996 is
primarily due to payments for mortgage interest and tenant improvements at
the Cal Plaza and 260 Franklin office buildings from these accounts during
1997.

     The decreases in other restricted securities and accrued interest
payable at September 30, 1997 as compared to December 31, 1996 are
primarily due to cumulative cash flow of $6,250,000 from the RiverEdge
Place office building which was remitted to the property's lender in
September 1997.

     The decreases in total investment properties, current portion of long-
term debt, and accrued real estate taxes at September 30, 1997 as compared
to December 31, 1996 are primarily due to the lender obtaining legal title
to the Springbrook Shopping Center in January 1997.

     The increase in investment in unconsolidated ventures, at equity at
September 30, 1997 as compared to December 31, 1996 is primarily due to
gain recognized on the sale of the Emporium Capwell building at NewPark
Mall.

     Reductions in income and expense items for the nine months ended
September 30, 1997 as compared to the same period in 1996 are due primarily
to the sale of the Woodland Hills and Dunwoody Crossing apartment complexes
in May 1996 and the lender obtaining title to the Springbrook Shopping
Center in January 1997.  The increase in mortgage interest expense is due
to the higher interest accrued on the amended and restated promissory note
secured by the Partnership's interest in the Wells Fargo Center South
Tower.  The increase in property operating expenses for the three months
ended September 30, 1997 as compared to the same period in 1996 is due
primarily to higher real estate tax expense at the 260 Franklin office
building.  In addition to the sales and disposition discussed above, the
reduction in depreciation expense is due to all consolidated properties
being classified as held for sale or disposition, and therefore, no longer
being subject to continued depreciation.

     The provisions for value impairment in 1996 relates to reductions in
the carrying values of the Cal Plaza property ($7,200,000), 260 Franklin
Street Building ($17,400,000), and Springbrook Shopping Center
($1,400,000).

     The increase in the Partnership's share of earnings (loss) from
operations of unconsolidated ventures for the nine months ended September
30, 1997 as compared to the same period in 1996 is primarily due to a
provision for value impairment recorded at NewPark Mall at June 30, 1996 in
the amount of $8,600,000, of which the Partnership's share is $3,870,000. 
The decrease in the Partnership's share of earnings (loss) from operations
of unconsolidated venture for the three months ended September 30, 1997 as
compared to the three months ended September 30, 1996 is primarily due to
the Partnership's suspension of income recognition in 1997 on its
restructured investment in Wells Fargo Center South Tower.  The conversion
of the Partnership's interest in Wells Fargo to an interest in a limited
liability company effective in the fourth quarter of 1996 eliminates any
potential additional obligations in the future to provide additional funds
under its previous joint venture agreement.  Accordingly, the Partnership
has suspended loss recognition relative to this real estate investment and
has reversed those previously recognized losses that it is no longer
potentially obligated to fund.

     The decrease in venture partner's share of venture operations for the
three and nine months ended September 30, 1997 as compared to the same
periods in 1996 is due to the sale of the Dunwoody Crossing Apartment
complex in 1996.

     The gain on liquidation of investment in venture for the nine months
ended September 30, 1997 represents gain recognized after the liquidation
of the Partnership's interest in Villages Northeast Associates.



<PAGE>


     The gain on sale of Partnership's investments in unconsolidated
ventures for the nine months ended September 30, 1997 relates to the
recognition of previously deferred gain from the sale of JMB/Owing's
interest in the Owings Mills Limited Partnership in June 1993, gain on the
sale of the Emporium Capwell building at NewPark Mall, and recognition of
previously deferred gain from collection of principal on the note
receivable relating to the investment in 125 Broad.  The gain on sale of
Partnership's investments in unconsolidated ventures for the three months
ended September 30, 1997 and the three and nine months ended September 30,
1996 relates to the recognition of previously deferred gain from the sale
of JMB/Owing's interest in the Owings Mills Limited Partnership.

      The extraordinary item - gain on forgiveness of indebtedness of
$3,433,368 for the nine months ended September 30, 1997 represents the
retirement of the mortgage note of the Springbrook Shopping Center in full
satisfaction upon transfer of title of the property to the lender in
January 1997.  The gain for the nine months ended September 30, 1996
represents the retirement of the mortgage notes of the 160 Spear Street
($31,158,453) and 21900 Burbank Buildings ($4,622,203) in full satisfaction
upon transfer of title of the properties to the respective lenders in 1996.

     The cumulative effect of an accounting change for the nine months
ended September 30, 1996 represents provisions in 1996 to record value
impairment on the 160 Spear Street ($26,000,000) and 21900 Burbank
Buildings ($4,000,000) in compliance with SFAS 121.



PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     In July, 1992, the Partnership ceased making debt service payments on
the mortgage loan secured by the RiverEdge Place Building (with a principal
balance of $18,166,294 and accrued interest of approximately $6,983,000 at
September 30, 1997).

     Reference is also made to the respective Note for the RiverEdge
investment property in the Notes to Consolidated Financial Statements filed
with this quarterly report for further discussion of the default under this
loan and the proposed agreement for sale of the property, which is hereby
incorporated herein by reference.



<PAGE>


<TABLE>
PART II.  OTHER INFORMATION
     ITEM 5.  OTHER INFORMATION

                                                 OCCUPANCY

     The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1997.

<CAPTION>
                                                   1996                             1997               
                                --------------------------------------   ------------------------------
                                    At         At        At        At       At      At      At      At 
                                   3/31       6/30      9/30     12/31     3/31    6/30    9/30   12/31
                                   ----       ----      ----     -----     ----    ----   -----   -----
<S>                              <C>        <C>       <C>       <C>       <C>     <C>     <C>    <C>   
1. 900 Third Avenue Building
     New York, New York . . . . .   97%        98%       98%       98%      98%     98%     97%
2. Piper Jaffray Tower 
     Minneapolis, Minnesota . . .   98%        98%       98%       98%      99%     99%     93%
3. RiverEdge Place
     Fulton County (Atlanta), 
     Georgia. . . . . . . . . . .   90%        91%       90%       96%      97%     96%     97%
4. Wells Fargo Center 
     - IBM Tower
     Los Angeles, California. . .   95%        97%       92%       92%      93%     90%     90%
5. 260 Franklin Street Building
     Boston, Massachusetts. . . .   96%        95%       96%       96%      96%     97%     98%
6. California Plaza
     Walnut Creek, California . .   91%        89%       89%       90%      90%     96%     96%
7. NewPark Mall
     Newark (Alameda County), 
     California . . . . . . . . .   79%        79%       77%       78%      76%     75%     76%
8. Springbrook Shopping Center
     Bloomingdale, Illinois . . .   69%        55%       53%       53%      N/A     N/A     N/A

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

     An N/A indicates that the property, or the Partnership's interest in the property was sold or was not owned
by the Partnership at the end of the period.

</TABLE>


<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)   Exhibits

          3-A.    Amended and Restated Agreement of Limited Partnership,
is hereby incorporated by reference to Exhibit 3 to the Partnership's Form
10-K (File No. 0-16111) for December 31, 1992 dated March 19, 1993.

          3-B.    Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a Successor
Associated General Partner of the Partnership), and JMB Realty Corporation
as of December 31, 1995 is incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-1611)
dated November 8, 1996.

          4-A.    Assignment Agreement set forth as Exhibit B to the
Prospectus is hereby incorporated herein by reference to Exhibit 4-A to the
Partnership's Report for December 31, 1992 on Form 10-K (File No. 0-16111)
dated March 19, 1993.

          4-B.    Documents relating to the modification of the mortgage
loan secured by 260 Franklin Street Building are hereby incorporated herein
by reference to Exhibit 4-B to the Partnership's Report for December 31,
1992 on Form 10-K (File No. 0-16111) dated March 19, 1993.

          4-C.    Forbearance agreement relating to the modification of
the mortgage loan secured by NewPark Mall dated October 1995 is
incorporated herein by reference to the Partnership's Report for September
30, 1995 on Form 10-Q (File No. 0-16111) dated November 9, 1995.

          4-D.    Documents relating to the modification and extension
of the mortgage loan secured by Wells Fargo-South Tower are incorporated
herein by reference to the Partnership's Report for December 31, 1996 on
Form 10-K (File No. 0-16111) dated March 21, 1997.

          4-E.    Amended and restated promissory note between Wells
Fargo Bank and the Partnership is incorporated herein by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-16111)
dated March 21, 1997.

          4-F.    Loan modification agreement of Wells Fargo Bank is
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-16111) dated March 21, 1997.

          4-G.    Documents relating to the third mortgage modification
and extension agreement secured by the 260 Franklin Street Building dated
December 4, 1996 are incorporated herein by reference to the Partnership's
Report for December 31, 1996 on Form 10-K (File No. 0-16111) dated March
21, 1997.

          10-A.   Acquisition documents relating to the purchase by the
Partnership of an interest in the 900 Third Avenue Building in New York,
New York, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 2-95382) dated January 18,
1985.



<PAGE>


          10-B.   Acquisition documents relating to the purchase by the
Partnership of an interest in the Piper Jaffray Tower in Minneapolis,
Minnesota, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 2-95382) dated January 18,
1985.

          10-C.   Acquisition documents relating to the purchase by the
Partnership of an interest in the Crocker Center South Tower in Los
Angeles, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Amendment No. 2 to Form S-11 (File
No. 2-95382) dated July 5, 1985.

          10-D.   Acquisition documents relating to the purchase by the
Partnership of an interest in the 260 Franklin Street Building in Boston,
Massachusetts, are hereby incorporated herein by reference to the Partner-
ship's Registration Statement on Post-Effective Amendment No. 4 to Form
S-11 (File No. 2-95382) dated April 30, 1986.

          10-E.   Acquisition documents relating to the purchase by the
Partnership of an interest in the California Plaza office building in
Walnut Creek, California are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 5 to
Form S-11 (File No. 2-95382) dated July 31, 1986.

          10-F.   Documents relating to the modification of the mortgage
loan secured by California Plaza are hereby incorporated herein by
reference to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 0-16111) dated March 28, 1994.

          10-G.   Documents relating to the extension of the mortgage
loan secured by the 900 Third Building are hereby incorporated herein by
reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-16111) dated March 27, 1995. 

          10-H.   Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building are hereby incorporated
herein by reference to the Partnership's Report for December 31, 1994 on
Form 10-K (File No. 0-16111) dated March 27, 1995.

          10-I.   Modification to Reserve Escrow Agreement relating to
the 260 Franklin Street Building is hereby incorporated by reference to the
Partnership's Report for June 30, 1995 on Form 10-Q (File No. 0-16111)
dated August 9, 1995.

          10-J.   Documents relating to the operating agreement of
Maguire Thomas Partners-South Tower, L.L.C. are hereby incorporated herein
by reference to the Partnership's Report on Form 10-K (File No. 0-16111)
dated March 21, 1997.

          10-K.   Modification to Reserve Escrow Agreement dated
December 4, 1996 relating to the 260 Franklin Street Building dated
December 4, 1996 is hereby incorporated herein by reference to the
Partnership's Report on Form 10-K (File No. 0-16111) dated March 21, 1997.



<PAGE>


          10-L.   Modification to Reserve Escrow Agreement relating to
the 260 Franklin Street building dated May 22, 1997 is hereby incorporated
herein by reference to the Partnership's Report for June 30, 1997 on Form
10-Q (File No. 0-016111) dated August 8, 1997.

          27.     Financial Data Schedule

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

          (b)     No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.




<PAGE>


                              SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

                BY:   JMB Realty Corporation
                      (Corporate General Partner)




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Senior Vice President
                      Date: November 12, 1997


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.




                            GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: November 12, 1997