November 25, 1996




Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549


Re:     CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
        Commission File No. 0-16111
        Form 10-Q/A



Gentlemen:

Transmitted, for the above-captioned registrant, is the electronically
filed executed copy of registrant's current report on Form 10-Q\A for the
quarter ended September 30, 1996.

Thank you.


Very truly yours,

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

BY:     JMB Realty Corporation
        (Corporate General Partner)



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



GJH/kg

Enclosures






                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549



                              FORM 10Q/A

                            AMENDMENT NO. 1


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




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



                                            IRS Employer Identification    

Commission File No. 0-16111                         No. 36-3314827




     The undersigned registrant hereby amends the following sections of its
Report for the quarter ended September 30, 1996 on Form 10-Q as set forth
in the pages attached hereto:

     PART I   FINANCIAL INFORMATION

     Item 1.  Financial Statements.  Pages 3 through 17

     PART II  OTHER INFORMATION

     Item 3.  Defaults Upon Senior Securities.  Page 20


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


                        CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

                        By:    JMB Realty Corporation
                               (Corporate General Partner)


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




Dated:  November 25, 1996




<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, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1996            1995     
                                                                           -------------    ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .     $ 20,415,871     15,045,385 
  Interest, rents and other receivables . . . . . . . . . . . . . . . .          889,953      1,451,221 
  Escrow deposits and restricted securities . . . . . . . . . . . . . .        7,293,850     10,972,207 
  Other restricted securities . . . . . . . . . . . . . . . . . . . . .        5,360,032      3,980,279 
                                                                            ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .       33,959,706     31,449,092 
                                                                            ------------   ------------ 
Investment properties, at cost:
    Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14,294,801     26,487,675 
    Buildings and improvements. . . . . . . . . . . . . . . . . . . . .      172,163,086    308,349,093 
                                                                            ------------   ------------ 
                                                                             186,457,887    334,836,768 
    Less accumulated depreciation . . . . . . . . . . . . . . . . . . .      (67,296,758)  (104,766,634)
                                                                            ------------   ------------ 
        Total investment properties, net of 
          accumulated depreciation. . . . . . . . . . . . . . . . . . .      119,161,129    230,070,134 
                                                                            ------------   ------------ 
Investment in unconsolidated ventures, 
  at equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       17,540,722     22,432,665 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,857,865      3,852,745 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .        4,362,672      4,902,626 
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . .            --         8,300,712 
                                                                            ------------   ------------ 
                                                                            $177,882,094    301,007,974 
                                                                            ============   ============ 
                                                      3



                                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,
                                                                               1996            1995     
                                                                           -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .     $141,157,555    179,862,967 
  Current portion of notes payable. . . . . . . . . . . . . . . . . . .            --            70,701 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .        2,136,515      2,494,207 
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . .        2,186,007      2,186,007 
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . .       16,180,379     13,583,612 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .          750,584        486,906 
  Other current liabilities . . . . . . . . . . . . . . . . . . . . . .          521,652        521,652 
                                                                            ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . . .      162,932,692    199,206,052 

Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          219,733        219,733 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .          445,441        557,062 
Investment in unconsolidated ventures, at equity. . . . . . . . . . . .       26,285,311     22,080,422 
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,638,841      2,007,580 
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .          330,000        330,000 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .       60,097,515    108,528,346 
                                                                            ------------   ------------ 
Commitments and contingencies

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .      251,949,533    332,929,195 
Venture partners' subordinated equity in ventures . . . . . . . . . . .          711,569      5,439,926 

Partners' capital accounts (deficits):
   General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .           20,000         20,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (19,794,901)   (17,335,834)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (1,020,769)      (908,722)
                                                                            ------------   ------------ 
                                                                             (20,795,670)   (18,224,556)
                                                                            ------------   ------------ 

                                                      4



                                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,
                                                                               1996            1995     
                                                                           -------------    ----------- 
   Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . . .      384,978,681    384,978,681 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .     (397,314,062)  (374,108,664)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (41,647,957)   (30,006,608)
                                                                            ------------   ------------ 
                                                                             (53,983,338)   (19,136,591)
                                                                            ------------   ------------ 
        Total partners' capital accounts (deficits) . . . . . . . . .        (74,779,008)   (37,361,147)
                                                                            ------------   ------------ 
                                                                            $177,882,094    301,007,974 
                                                                            ============   ============ 























<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>
                                                      5



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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1996          1995          1996          1995    
                                                   -----------    ----------   -----------    ---------- 
<S>                                               <C>            <C>          <C>            <C>         
Income:
  Rental income . . . . . . . . . . . . . . . . .  $ 5,728,875    10,727,863    20,726,343    34,683,203 
  Interest income . . . . . . . . . . . . . . . .      415,808       348,822     1,197,764       935,785 
                                                   -----------    ----------   -----------    ---------- 
                                                     6,144,683    11,076,685    21,924,107    35,618,988 
                                                   -----------    ----------   -----------    ---------- 
Expenses:
  Mortgage and other interest . . . . . . . . . .    5,142,319     7,101,796    17,170,259    22,731,725 
  Depreciation. . . . . . . . . . . . . . . . . .    1,456,458     2,505,137     4,125,186     7,920,899 
  Property operating expenses . . . . . . . . . .    2,616,095     4,749,391     9,507,715    14,873,866 
  Professional services . . . . . . . . . . . . .       51,923        25,355       454,903       451,220 
  Amortization of deferred expenses . . . . . . .      213,728       288,669       655,675       838,488 
  General and administrative. . . . . . . . . . .      229,047       198,869       739,437       635,166 
  Provisions for value impairment . . . . . . . .        --            --       26,000,000         --    
                                                   -----------    ----------   -----------    ---------- 
                                                     9,709,570    14,869,217    58,653,175    47,451,364 
                                                   -----------    ----------   -----------    ---------- 
       Operating earnings (loss). . . . . . . . .   (3,564,887)   (3,792,532)  (36,729,068)  (11,832,376)

Partnership's share of loss from operations 
  of unconsolidated ventures. . . . . . . . . . .     (580,378)    (611,812)    (6,498,563)   (2,335,662)
Venture partners' share of ventures' 
  operations. . . . . . . . . . . . . . . . . . .   (6,109,229)      689,147      (186,446)    1,818,477 
                                                   -----------    ----------   -----------    ---------- 
        Net operating earnings (loss) . . . . . .  (10,254,494)   (3,715,197)  (43,414,077)  (12,349,561)

                                                      6



                                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       
                                                 ---------------------------  -------------------------- 
                                                       1996          1995          1996          1995    
                                                  ------------    ----------   -----------    ---------- 
Gain on sale of interest in 
  unconsolidated ventures . . . . . . . . . . . .      100,610        93,828       296,639     7,036,520 
Gain on sale of investment 
  properties, net of venture
  partner's share of gain of
  $159,612 and manager's incentive 
  fee of $1,730,016 . . . . . . . . . . . . . . .        --            --       12,058,519         --    
                                                  ------------    ----------   -----------    ---------- 
        Net earnings (loss) before 
          extraordinary item and cumulative 
          effect of an accounting change. . . . .  (10,153,884)   (3,621,369)  (31,058,919)   (5,313,041)
                                                  ------------    ----------   -----------    ---------- 
Extraordinary item - prepayment penalties . . . .        --            --         (386,202)        --    
Extraordinary item - gain on forgiveness 
  of indebtedness . . . . . . . . . . . . . . . .        --            --       35,780,656         --    
Cumulative effect of an accounting change . . . .        --            --      (30,000,000)        --    
                                                  ------------    ----------   -----------    ---------- 
        Net earnings (loss) . . . . . . . . . . . $(10,153,884)   (3,621,369)  (25,664,465)   (5,313,041)
                                                  ============    ==========   ===========    ========== 
        Net loss per limited partnership 
         interest:
          Net operating earnings (loss) . . . . . $     (22.19)        (8.04)       (93.93)       (26.72)
          Gain on sale of interests in 
            unconsolidated ventures . . . . . . .          .22           .21           .66         15.70 
          Net gain on sale of investment
            properties. . . . . . . . . . . . . .        --            --            26.90         --    
          Extraordinary items . . . . . . . . . .        --            --            78.97         --    
          Cumulative effect of accounting 
            change. . . . . . . . . . . . . . . .        --            --           (64.91)        --    
                                                  ------------    ----------   -----------    ---------- 
                                                  $     (21.97)        (7.83)       (52.31)       (11.02)
                                                  ============    ==========   ===========    ========== 
        Cash distributions per 
          limited partnership 
          interest. . . . . . . . . . . . . . . . $     --             --            26.24          8.00 
                                                  ============    ==========   ===========    ========== 

<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>
                                                      7



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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1996             1995    
                                                                             ------------    ------------ 
<S>                                                                         <C>             <C>           
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(25,664,465)     (5,313,041)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,125,185       7,920,899 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .       655,675         838,488 
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .     2,576,067       2,503,773 
    Partnership's share of loss from operations of 
      unconsolidated ventures, net of distributions . . . . . . . . . . . .     6,498,563       2,335,662 
    Venture partners' share of ventures' operations and
      gain on sale of investment property . . . . . . . . . . . . . . . . .       215,580      (1,818,477)
    Provisions for value impairment . . . . . . . . . . . . . . . . . . . .    26,000,000           --    
    Gain on sale of interest in unconsolidated ventures . . . . . . . . . .      (296,639)     (7,036,520)
    Total gain on sale of investment property . . . . . . . . . . . . . . .   (12,218,131)          --    
    Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . .   (35,780,656)          --    
    Cumulative effect of an accounting change . . . . . . . . . . . . . . .    30,000,000           --    
                                                                             ------------     ----------- 
  Changes in:
    Interest, rents and other receivables . . . . . . . . . . . . . . . . .        93,961          96,177 
    Current portion of notes receivable . . . . . . . . . . . . . . . . . .         --             11,967 
    Escrow deposits and restricted securities . . . . . . . . . . . . . . .     3,678,357      (1,297,472)
    Other restricted securities . . . . . . . . . . . . . . . . . . . . . .    (1,594,910)     (1,103,803)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .       338,802         502,646 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,988,208)        655,813 
    Amounts due affiliates. . . . . . . . . . . . . . . . . . . . . . . . .         --            176,881 
    Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . .     4,450,051       4,057,774 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .       290,394         508,805 
    Other current liabilities . . . . . . . . . . . . . . . . . . . . . . .         --             20,000 
    Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (368,739)      2,622,145 
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .       (66,797)         22,565 
    Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .         --            (20,000)
                                                                             ------------     ----------- 
        Net cash provided by (used in) 
          operating activities. . . . . . . . . . . . . . . . . . . . . . .       944,090       5,684,282 
                                                                             ------------     ----------- 

                                                      8



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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                                 1996             1995    
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Net sales and maturities of short-term investments. . . . . . . . . . . .         --         10,113,062 
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .    (1,207,065)       (930,696)
  Cash proceeds from sale of interests in venture . . . . . . . . . . . . .    19,942,016         671,006 
  Partnership's distributions from unconsolidated ventures. . . . . . . . .     2,898,467       1,018,316 
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .        (3,558)        (20,000)
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .      (263,283)       (962,936)
                                                                             ------------     ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .    21,366,577       9,888,752 
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Principal payment on note payable . . . . . . . . . . . . . . . . . . . .       (70,701)        (70,701)
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .      (172,148)     (2,713,064)
  Contributions from venture partners . . . . . . . . . . . . . . . . . . .         --            201,000 
  Distributions to venture partners . . . . . . . . . . . . . . . . . . . .    (4,943,936)          --    
  Distributions to general partners . . . . . . . . . . . . . . . . . . . .      (112,047)        (35,855)
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . .   (11,641,349)     (3,549,636)
                                                                             ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .   (16,940,181)     (6,168,256)
                                                                             ------------     ----------- 
        Net increase (decrease) in cash 
          and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .     5,370,486       9,404,778 

        Cash and cash equivalents, beginning of year. . . . . . . . . . . .    15,045,385         844,080 
                                                                             ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .  $ 20,415,871      10,248,858 
                                                                             ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $ 10,144,141      16,170,178 
                                                                             ============     =========== 
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of interests in 
      unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . .  $    296,639       7,036,520 
                                                                             ============     =========== 
    Total sales proceeds from sale of investment properties:
      Total sales proceeds, net of selling expenses . . . . . . . . . . . .  $ 58,491,798      24,075,000 
      Payoff of mortgage loans. . . . . . . . . . . . . . . . . . . . . . .   (38,549,782)    (23,403,994)
                                                                             ------------     ----------- 
          Cash proceeds from sale of investment properties. . . . . . . . .  $ 19,942,016         671,006 
                                                                             ============     =========== 

                                                      9



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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                                 1996             1995    
                                                                             ------------     ----------- 

    Disposition of investment property:
      Balance due on long-term debt canceled. . . . . . . . . . . . . . . .  $ 50,853,648           --    
      Accrued interest expense on accelerated long-term debt. . . . . . . .     1,853,284           --    
      Reduction of investment property. . . . . . . . . . . . . . . . . . .   (16,419,175)          --    
      Reduction of deferred expenses. . . . . . . . . . . . . . . . . . . .      (370,442)          --    
      Reduction of other liabilities. . . . . . . . . . . . . . . . . . . .      (136,659)          --    
                                                                             ------------     ----------- 
        Extraordinary item recognized due to lender 
          realizing upon security . . . . . . . . . . . . . . . . . . . . .  $ 35,780,656           --    
                                                                             ============     =========== 

    Incentive fee payable to manager of investment property . . . . . . . .  $  1,730,016           --    
                                                                             ============     =========== 
























<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>
                                                     10



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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1996 AND 1995

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report on Form 10-K
(File No. 0-16111) filed on March 25, 1996, 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 1995 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.

     Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.

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, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:

                                                           Unpaid at  
                                                         September 30,
                                   1996         1995         1996     
                                 --------      ------    -------------
Property management and 
  leasing fees. . . . . . . .    $ 97,690      60,044      1,514,419  
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. .     169,914     168,938        124,368  
                                 --------     -------      ---------  
                                 $267,604     228,982      1,638,787  
                                 ========     =======      =========  

     An affiliate of the General Partners guaranteed payment to the
unaffiliated third party property manager for the property management and
leasing fees relating to the 260 Franklin property.  As of September 30,
1996, $521,757 and $988,375 of management and leasing fees payable to the
unaffiliated third party property manager and the affiliate of the General
Partners, respectively, were unpaid, of which the Partnership's share is
$365,230 and $691,862, respectively.

                                  11



JMB/900

     Occupancy of this building at the end of the third quarter remained at
98%.  The midtown Manhattan market remains competitive.  For the remainder
of 1996, one tenant's lease covering approximately 10,000 square feet
expires and the tenant is expected to vacate.  With the exception of this
anticipated vacancy, the manager has signed leases or is in final lease
negotiations with tenants to occupy virtually all the remaining vacant
space in the building.  There are no significant lease expirations in 1997.

     Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($2,909,000 of which was contributed by the
Partnership) to pay past due real estate taxes and to pay certain costs,
including litigation settlement costs, which were the responsibility of one
of the Venture Partners under the terms of the joint venture agreement to
the extent such funds were not available from the investment property.  In
July 1989, JMB/900 filed a lawsuit in Federal court against the former
manager and one of the Venture Partners to recover the amounts contributed
and to recover for certain other joint venture obligations on which the
Venture Partner has defaulted.  This lawsuit was dismissed on
jurisdictional grounds.  Subsequently, however, the FDIC filed a complaint,
since amended, in a lawsuit against the Venture Partner, the Partnership,
an affiliate of the Partnership and JMB/900, which has enabled JMB/900 to
refile its previously asserted claims against the Venture Partner as part
of that lawsuit in Federal court.  There is no assurance that JMB/900 will
recover the amounts of its claims as a result of the litigation.  Due to
the uncertainty, no amounts in addition to the amounts advanced to date,
noted above, have been recorded in the financial statements.  Settlement
discussions with one of the Venture Partners and the FDIC continue.  In
connection with the current settlement discussions, the FDIC has filed two
additional lawsuits against JMB/900 and the non-affiliated defendants, in
an attempt, among other things, to obtain a legal resolution of competing
claims made as to the ownership of the Progress Partners interest of the
Venture Partner.  JMB/900 has entered into an agreement with the FDIC to
stay these proceedings against itself pending the outcome of the current
settlement discussions.  If a settlement is not achieved and the FDIC
pursues these actions, JMB/900 intends to vigorously defend itself.  In
addition, it appears that the Venture Partners may not have the financial
capabilities to repay amounts advanced on their behalf.  Consequently, a
final settlement may involve redirecting to JMB/900 amounts otherwise
payable to the Venture Partners in accordance with the venture agreement. 
Under certain circumstances, JMB/900 may consider purchasing one or all of
the Venture Partners' positions in Progress Partners in order to resolve
this and potential future disputes.  There are no assurances that a
settlement will be finalized or that JMB/900 will be able to recover any
amounts from the Venture Partners.

     Pursuant to the extension on the mortgage loan, net cash flow (as
defined) after debt service and capital and after repayment of
approximately $3,229,000 to JMB/900 representing costs associated with and
deposits made by the joint venture in connection with the loan extension
will be paid into an escrow account controlled by the lender to be used,
including interest earned thereon, by the joint venture for releasing costs
associated with leases which expire in 1999 and 2000 (approximately 240,000
square feet of space).  The remaining proceeds in this escrow plus interest
earned thereon, if any, will be released to the joint venture once 90% of
such leased space has been renewed or released.  To date, no escrow funds
have been deposited into the account for leasing costs.  As of the date of
this report, all the amounts advanced by the joint venture have been repaid
to the joint venture (of which the Partnership's share is approximately
$1,000,000).

                                  12



CALIFORNIA PLAZA

     Net cash flow continues to be escrowed with the lender (included in
escrowed deposits as 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 as the Partnership does not
consider this property to be a source of future long-term liquidity.


SPRINGBROOK SHOPPING CENTER

     The center is currently 53% occupied.  The center is expected to
operate at a deficit in 1996.  The Partnership has decided not to commit
significant additional amounts to the property and ceased making monthly
debt service payments in June 1996.  Accordingly, the mortgage loan with a
scheduled maturity of April 1997 and a principal balance of $10,932,588 has
been classified as a current liability as of September 30, 1996.  Also,
commencing in June 1996, all net cash flow from the property is being
escrowed with the lender.  Principal and interest payments in arrears as of
September 30, 1996 were approximately $170,000.  As a result of the non-
payment of debt service, it is likely that the Partnership will no longer
have an ownership interest in the property.  The Partnership recorded a
provision for value impairment of $1,400,000 as of January 1, 1996 as the
Partnership does not consider this property to be a source of future long-
term liquidity.

     The property was classified as held for sale or disposition as of
April 1, 1996 and therefore has not been subject to continued depreciation.

The accompanying consolidated financial statements include revenues of
$1,223,193 and $1,429,997 and operating expenses of $1,572,256 and $613,051
for the nine months ended September 30, 1996 and 1995, respectively.  The
property had a net carrying value of $8,448,395 at September 30, 1996 and
$9,912,203 at December 31, 1995, respectively.


VILLAGES NORTHEAST

     On May 7, 1996, the Partnership sold (through the Villages Northeast
venture) the Dunwoody apartment complex to the unaffiliated venture
partner, pursuant to such venture partner's right of first refusal, for
$47,000,000 less brokerage commissions, transfer taxes and legal fees of
approximately $470,000.  Approximately $30,900,000 of the sales proceeds
was utilized to retire the mortgage debt including a prepayment penalty of
approximately $435,000 (of which the Partnership's share of approximately
$304,453 was reported as an extraordinary item in the 1996 consolidated
financial statements).  Additionally, approximately $787,000 (of which the
Partnership's share was approximately $551,000) was paid to the State of
Georgia on behalf of the Holders of Interests for withholding tax related
to the sale.  As a result of the sale, the Partnership recognized a gain of
approximately $10,376,000 for financial reporting purposes for the nine
months ended September 30, 1996 and expects to recognize a gain of
approximately $20,000,000 for Federal income tax purposes in 1996.

     The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued
depreciation.  The accompanying consolidated financial statements include
revenues of $2,728,010 and $5,627,329 and operating expenses of $1,154,099
and $2,612,375 for the nine months ended September 30, 1996 and 1995,
respectively.  The property had a net carrying value of $35,681,989 at
December 31, 1995.

                                  13




PIPER JAFFRAY TOWER

     Occupancy of this building remained at 98% at the end of the third
quarter.  A major law firm tenant, Popham Haik (103,782 square feet with a
lease expiration date of January 31, 2003) informed the joint venture that
as a result of recent attorney and staff downsizing, they no longer need
all of their space and they would like the joint venture to consider taking
back a significant portion of their space.  The joint venture is analyzing
the tenant's request.  Popham Haik's existing rental rate does not exceed
current market rental rates.  In addition, Piper Jaffray (310,111 square
feet with a lease expiration date of March 31, 2000) has requested that the
joint venture submit a proposal for early renewal of its lease.  Piper
Jaffray has requested that in return for such early renewal, it would like
an immediate reduction in the existing rental rate which exceeds current
market rental rates.  The joint venture is also analyzing this request. 
Any modification or early renewal of either of these tenant leases would
require the approval of the underlying lender.

     Under the terms of an August 1992 modification agreement with the
lender, the lender is essentially entitled to all operating cash flow.  In
addition to fixed interest on the mortgage notes secured by the Piper
Jaffray Tower, contingent interest is payable in annual installments on
April 1 computed at 50% of gross receipts, as defined, for each fiscal year
in excess of $15,200,000.  No such contingent interest was due for 1993,
1994 or 1995.  In addition, to the extent the investment property generates
cash flow after payment of the fixed interest on the mortgage, contingent
interest, if any, leasing and capital costs, and 25% of the ground rent,
such amount will be paid to the lender as a reduction of the principal
balance of the mortgage loan.  The excess cash flow payments remitted to
the lender for 1993, 1994 and 1995 totalled $1,390,910, $353,251 and
$464,178, respectively.  On a monthly basis, the venture 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, 1996, the balance
of such escrow account totalled approximately $3,711,000.  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, 1996, the manager has deferred
approximately $3,027,839 ($1,839,000 of which represents deferred fees due
to affiliates through November 1994 of which approximately $919,500 is the
Partnership's share) of management fees.

     In addition, upon sale or refinancing, the lender is entitled to a
significant level of proceeds in excess of the then unpaid principal
balance prior to the joint venture's receipt of proceeds.  While the
modification provides the joint venture with an opportunity to retain an
ownership position in the property, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in the value of the property before the joint venture
can share in sale or refinancing proceeds.


160 SPEAR STREET BUILDING

     Title to the property was transferred to the lender in January 1996 in
full satisfaction of the loan secured by the property.

     The property was classified as held for sale or disposition as of
January 1, 1996, and therefore, has not been subject to continued
depreciation.  The accompanying consolidated financial statements include
$26,000,000 as the cumulative effect of an accounting change to record
value impairment and $31,158,453 of extraordinary gain on extinguishment of
debt upon the lender's taking title to the property for the nine months

                                  14



ended September 30, 1996, and $258,038 and $4,157,680 of revenues and
$155,927 and $1,924,149 of operating expenses for the nine months ended
September 30, 1996 and 1995, respectively.  The property had a net carrying
value of $33,088,882 at December 31, 1995.


260 FRANKLIN STREET BUILDING

     Occupancy of the property at September 30, 1996 has dropped to 96%
from 98% at year-end 1995 and, in the remaining portion of 1996, the leases
of tenants occupying approximately 13,000 square feet (approximately 4% of
the property) expire.  There can be no assurance that these leases will
renew.

     The long-term mortgage loan in the amount of approximately $88,000,000
(including accrued interest) 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.  However,
there can be no assurance that the joint venture will be able to obtain any
modification or extension.  If 260 Franklin is unable to refinance or
extend the mortgage loan, the Partnership may decide not to commit any
significant additional funds.  This may result in 260 Franklin and the
Partnership no longer having an ownership interest in the property.  This
would result in 260 Franklin and the Partnership recognizing a gain for
financial reporting and Federal income tax purposes with no distributable
proceeds.  The Partnership and the 260 Franklin venture recorded a
provision for value impairment of $17,400,000 as of January 1, 1996.  As a
result of the uncertainty of the Partnership recovering the deficit capital
account from further operation or sale, such provision has all been
allocated to the Partnership.  This has resulted in the elimination of the
venture partner's deficit balance.


WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
$189,060,307 as of September 30, 1996), as well as the promissory note
secured by the Partnership's interest in the joint venture (with a balance
of $22,750,000 and accrued interest of $2,697,500 and $4,745,000 as of
December 31, 1995 and September 30, 1996, respectively) matured December 1,
1994.  The Partnership and the joint venture had been in discussions with
the respective lenders regarding an extension of the mortgage note and the
promissory note.  The venture continued to make interest payments to the
lender under the original terms of the mortgage note and was required to
escrow all available cash flow.  In addition, the Partnership had ceased
making debt service payments on the promissory note.  Therefore, the
promissory note has been classified as a current liability in the
accompanying consolidated financial statements.  Subsequent to the end of
the third quarter, the Partnership, the joint venture partner, and the
lenders reached an agreement to modify the mortgage note and the promissory
note and to restructure the joint venture.  The agreement provides that the
mortgage note be extended to September 2003 at an interest rate of 10% with
all excess cash flow being escrowed for future tenant improvements and
principal payments.  In addition, upon any sale or refinancing of the
property subsequent to September 1, 1999 the mortgage loan requires payment
of participation interest of any excess proceeds (as defined).  The
mortgage lender received a $2,000,000 extension fee which was paid by the
venture partners in their ownership percentages.  The Partnership's share
of the extension fee was paid pursuant to the terms of its amended and
restated promissory note. The Partnership's amended and restated promissory
note has an adjusted balance of approximately $40,830,000 consisting of the
original principal loan balance, unpaid accrued interest, the Partnership's
share of the extension fee and a restructuring fee of approximately
$11,500,000.  The amended and restated promissory note which is also due
September 2003, accrues interest at 17% per annum.  The loan requires
payments of cash flow distributed by the venture from either property
operations or sale proceeds as well as a portion of the property management

                                  15



fee paid to the venture partner.  The loan is secured solely by the
Partnership's interest in the property.  In conjunction with the note
modifications, the joint venture was converted to a limited liability
company with members' interests in the same ratio as the prior venture
ownership percentages.  Since the terms of the agreement make it unlikely
that the Partnership would recover any incremental investment, the
Partnership has decided not to commit any significant additional amounts to
the property.  At maturity of the loan, it is not anticipated that further
modifications  or extensions can be obtained.  This would likely result in
the Partnership no longer having an ownership interest in the property, and
in such event would result in a gain for financial reporting and for
Federal income tax purposes with no corresponding distributable proceeds.


RIVEREDGE PLACE BUILDING

     The Partnership ceased making monthly debt service payments effective
July 1, 1992.  Since the Partnership ceased making monthly debt service
payments, cash flow generated by the property will likely be remitted to
the lender, and therefore these amounts (approximately $5.4 million and
$4.0 million at September 30, 1996 and December 31, 1995, respectively)
have been included in other restricted securities in the accompanying
consolidated financial statements.  If the Partnership's attempt to
restructure the mortgage note is not successful, the Partnership would
likely decide, based upon current market conditions and other
considerations relating to the property and the Partnership's portfolio,
not to commit significant additional amounts to the property.  This would
result in the Partnership no longer having an ownership interest in the
property and would result in the recognition of a net gain for financial
reporting and Federal income tax purposes without any corresponding
distributable proceeds.  As of September 30, 1996, the amount of principal
and interest payments in arrears is approximately $16,852,000.  The loan
has been classified at September 30, 1996 and December 31, 1995 as a
current liability in the accompanying consolidated financial statements.


21900 BURBANK BUILDING

     In March 1996, the lender realized upon its security and took title to
the property in full satisfaction of the loan secured by the property.

     The property was classified as held for sale or disposition as of
January 1, 1996, and therefore, has not been subject to continued
depreciation.  The accompanying consolidated financial statements include
$4,000,000 as a cumulative effect of an accounting change to record value
impairment and $4,622,203 of extraordinary gain on extinguishment of debt
upon the lender taking title to the property for the nine months ended
September 30, 1996, and $395,802 and $1,661,349 of revenues and $222,823
and $648,538 of operating expenses for the nine months ended September 30,
1996 and 1995, respectively.  The property had a net carrying value of
$11,215,932 at December 31, 1995.


NEWPARK MALL

     As a result of the recent 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 has approached
the NewPark joint venture regarding the possible sale of the Emporium
building to the NewPark joint venture.  This would be accompanied by the
closing of the Emporium Capwell operations at the mall.  In the event that
the NewPark joint venture decides to proceed with this transaction, the
Partnership would utilize a portion of its available funds to pay for its
share of the costs of acquiring the building and re-merchandising the store
with a replacement operator.

                                  16




     In response to uncertainty concerning the NewPark joint venture's
ability to recover the net carrying value of the NewPark Mall investment
property through future operations or sale and since the NewPark joint
venture's has shortened its intended holding period for this investment to
not later than 1999, 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.


WOODLAND HILLS APARTMENTS

     On May 22, 1996, the Partnership sold the Woodland Hills apartment
complex to an unaffiliated third party for $12,225,000 less selling costs
of approximately $282,000.  A portion of the sales proceeds was utilized to
retire the mortgage debt with an outstanding balance of approximately
$8,175,000.  As a result of the sale, the Partnership recognized a gain of
$1,682,103 for financial reporting purposes and expects to recognize a gain
of approximately $5,600,000 for Federal income tax purposes in 1996.

     In February 1991, the Partnership had entered into an agreement with
the seller of Woodland Hills Apartments.  Under the terms of the agreement,
the seller canceled its wrap-around mortgage note receivable from the
Partnership and assumed management of the property.  Effective February 1,
1991 the seller/manager agreed to guarantee a level of cash flow from the
property equal to the underlying debt service in return for a subordinated
level of cash flow (payable as an incentive management fee) from operations
and sale or refinancing of the property.  As a result of the sale of the
property in May 1996, the seller/manager is entitled to receive payment of
approximately $1,730,000, of which approximately $365,000 is unpaid and is
included in accounts payable at September 30, 1996.  The Partnership has
reduced its recognized gain by such amount.

     The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued deprecia-
tion.  The accompanying consolidated financial statements include $774,756
and $1,447,184 of revenues and $415,175 and $1,567,644 of operating
expenses for the nine months ended September 30, 1996 and 1995,
respectively.  The property had a net carrying value of approximately
$8,375,000 at December 31, 1995.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1996 and for the three and nine months ended September 30, 1996 and 1995.


                                  17




     The extraordinary item - prepayment penalties represents the costs
incurred on the early extinguishment of debt on the Woodland Hills and
Dunwoody Crossing mortgage notes payable.

     The cumulative effect of an accounting change of $30,000,000
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

     The mortgage note secured by the Wells Fargo Center as well as the
promissory note secured by the Partnership's interest in the Wells Fargo
South Tower joint venture matured December 1, 1994.  During November 1996,
the Partnership and its venture partners recorded an agreement with the
mortgage note and promissory note lenders to restructure such notes and the
equity ownership of the Wells Fargo Center as more fully described in the
Notes to Consolidated Financial Statements hereby incorporated herein by
reference. In addition, in July, 1992, the Partnership ceased making debt
service payments on the mortgage loan secured by the RiverEdge Place
Building.  The mortgage loan in the amount of approximately $88,000,000
(including accrued interest) secured by 260 Franklin Street matured on
January 1, 1996.  260 Franklin, as of such date suspended debt service on
the loan and began submitting the net cash flow of the property to the
lender (Teachers Insurance and Annuity Association of America) while
seeking an extension or refinancing of the loan.  As of September 30, 1996,
260 Franklin is current with respect to the accrued interest based on the
current loan agreement. In June 1996, the Partnership ceased making the
scheduled monthly debt service payments on the mortgage loan secured by the
Springbrook Shopping Center.  As of September 30, 1996, the mortgage loan
had a balance of approximately $11,000,000 (including approximately
$269,000 of accrued interest) classified as a current liability in the
accompanying consolidated financial statements.

     Reference is also made to the respective Notes for these properties in
the Notes to Consolidated Financial Statements filed with this quarterly
report for discussion of the defaults under these loans, which are hereby
incorporated herein by reference.











                                  20