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, 2001                          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. . . . . . . . . . . . . . .    13



PART II    OTHER INFORMATION

Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    17

Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    17

Item 5.    Other Information. . . . . . . . . . . . . . . . .    18

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    19






<PAGE>


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, 2001 AND DECEMBER 31, 2000

                              (UNAUDITED)


                                ASSETS
                                ------


                                       SEPTEMBER 30,     DECEMBER 31,
                                           2001             2000
                                       -------------     -----------
Current assets:
  Cash and cash equivalents . . . . .   $  9,016,460       9,919,212
  Interest, rents and
    other receivables . . . . . . . .         27,517          68,155
  Current portion of notes
    receivable. . . . . . . . . . . .         78,055          67,582
  Escrow deposits . . . . . . . . . .          --            199,992
                                        ------------    ------------
        Total current assets. . . . .      9,122,032      10,254,941
                                        ------------    ------------

Deferred expenses . . . . . . . . . .         34,751          34,751
Long-term portion of note receivable.         36,741          87,974
                                        ------------    ------------
                                        $  9,193,524      10,377,666
                                        ============    ============



<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,
                                           2001             2000
                                       -------------     -----------
Current liabilities:
  Accounts payable. . . . . . . . . .   $     63,364          48,882
  Current portion of long-term debt .     74,757,225           --
                                        ------------    ------------
        Total current liabilities . .     74,820,589          48,882

Investment in unconsolidated
  ventures, at equity . . . . . . . .          --          7,570,155
Long-term debt, less current
  portion . . . . . . . . . . . . . .          --         69,550,819
                                        ------------    ------------
Commitments and contingencies

        Total liabilities . . . . . .     74,820,589      77,169,856

Venture partner's subordinated
  equity in venture . . . . . . . . .          --            895,639
Partners' capital accounts
 (deficits):
   General partners:
    Capital contributions . . . . . .         20,000          20,000
    Cumulative net earnings
     (losses) . . . . . . . . . . . .    (19,791,847)    (19,645,716)
    Cumulative cash distributions . .     (2,369,609)     (2,369,609)
                                        ------------    ------------
                                         (22,141,456)    (21,995,325)
                                        ------------    ------------
   Limited partners:
    Capital contributions,
      net of offering costs . . . . .    384,978,681     384,978,681
    Cumulative net earnings
      (losses). . . . . . . . . . . .   (299,769,795)   (301,976,690)
    Cumulative cash distributions . .   (128,694,495)   (128,694,495)
                                        ------------    ------------
                                         (43,485,609)    (45,692,504)
                                        ------------    ------------
        Total partners' capital
          accounts (deficits) . . .      (65,627,065)    (67,687,829)
                                        ------------    ------------
                                        $  9,193,524      10,377,666
                                        ============    ============













     See accompanying notes to consolidated financial statements.


<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, 2001 AND 2000
                                                 (UNAUDITED)

<caption>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------

                                               <c>            <c>          <c>            <c>
Income:
  Rental income . . . . . . . . . . . . . . . . .  $    --           124,062         --          397,086
  Interest income . . . . . . . . . . . . . . . .       81,794       279,862       328,842     1,360,364
                                                   -----------    ----------    ----------    ----------
                                                        81,794       403,924       328,842     1,757,450
                                                   -----------    ----------    ----------    ----------
Expenses:
  Mortgage and other interest . . . . . . . . . .    1,735,469     1,735,469     5,206,406     5,206,406
  Property operating expenses . . . . . . . . . .        --          202,099         --          348,855
  Professional services . . . . . . . . . . . . .       11,272        24,930       201,689       255,420
  Management fees to corporate general partner. .        --          307,914         --        1,539,569
  General and administrative. . . . . . . . . . .      102,784        96,448       409,596       409,476
                                                   -----------    ----------    ----------    ----------
                                                     1,849,525     2,366,860     5,817,691     7,759,726
                                                   -----------    ----------    ----------    ----------
                                                    (1,767,731)   (1,962,936)   (5,488,849)   (6,002,276)
Partnership's share of earnings (loss) from
  operations of unconsolidated ventures . . . . .        --        1,502,438       (52,430)      811,664
Venture partner's share of venture operations . .        --          (34,378)      (16,675)     (237,027)
                                                   -----------    ----------    ----------    ----------
        Earnings (loss) before extraordinary
          items . . . . . . . . . . . . . . . . .   (1,767,731)     (494,876)   (5,557,954)   (5,427,639)

Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . .        --            --        8,029,587         --
  Write-off of deferred mortgage fees . . . . . .        --            --         (410,869)        --
                                                   -----------    ----------    ----------    ----------

        Net earnings (loss) . . . . . . . . . . .  $(1,767,731)     (494,876)    2,060,764    (5,427,639)
                                                   ===========    ==========    ==========    ==========


<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,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------

        Net earnings (loss) per limited
         partnership interest:
          Earnings (loss) before extra-
            ordinary items. . . . . . . . . . . .  $     (3.84)        (1.07)       (12.06)       (11.75)
          Extraordinary items:
            Gain on forgiveness of indebtedness .        --            --            17.97         --
            Write-off of deferred mortgage fees .        --            --             (.92)        --
                                                   -----------    ----------    ----------    ----------

                                                   $     (3.84)        (1.07)         4.99        (11.75)
                                                   ===========    ==========    ==========    ==========

        Cash distributions per
          limited partnership interest. . . . . .  $     --            10.00         --           140.00
                                                   ===========    ==========    ==========    ==========


















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


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

             NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)


                                            2001           2000
                                        -----------    -----------
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . .   $ 2,060,764     (5,427,639)
  Items not requiring (providing)
   cash or cash equivalents:
    Long-term debt - deferred
      accrued interest. . . . . . . .     5,206,406      5,206,406
    Partnership's share of loss from
      operations of unconsolidated
      ventures. . . . . . . . . . . .        52,430       (811,664)
    Venture partner's share of
      ventures' operations. . . . . .        16,675        237,027
    Extraordinary item for gain on
      forgiveness of indebtedness . .    (8,029,587)         --
    Extraordinary item for write-off
      of deferred mortgage fees . . .       410,869          --
    Change in net assets due to dis-
      position of investment property        (3,867)         --
  Changes in:
    Interest, rents and other
      receivables . . . . . . . . . .        40,638        218,626
    Current portion of notes
      receivable. . . . . . . . . . .       (10,473)       (12,174)
    Escrow deposits and restricted
      securities. . . . . . . . . . .       199,992      1,798,193
    Long-term portion of note
      receivable. . . . . . . . . . .        51,233         44,182
    Accounts payable. . . . . . . . .        14,481       (768,190)
                                       ------------    -----------
        Net cash provided by (used in)
          operating activities. . . .         9,561        484,767
                                       ------------    -----------
Cash flows from investing activities:
  Partnership's distributions from
    unconsolidated ventures . . . . .         --            25,000
                                       ------------    -----------
        Net cash provided by (used in)
          investing activities. . . .         --            25,000
                                       ------------    -----------
Cash flows from financing activities:
  Distributions to venture partners .      (912,313)   (26,411,064)
  Distributions to limited partners .         --       (62,075,430)
  Distributions to general partners .         --          (923,742)
                                       ------------    -----------
        Net cash provided by (used in)
          financing activities. . . .      (912,313)   (89,410,236)
                                       ------------    -----------
        Net increase (decrease)
          in cash and cash equivalents     (902,572)   (88,900,469)
        Cash and cash equivalents,
          beginning of year . . . . .     9,919,212     98,865,495
                                       ------------    -----------
        Cash and cash equivalents,
          end of period . . . . . . .  $  9,016,460      9,965,026
                                       ============    ===========


     See accompanying notes to consolidated financial statements.


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2000,
which are included in the Partnership's 2000 Annual Report on Form 10-K
(File No. 0-16111) filed on March 23, 2001, 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 2000 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.  The unconsolidated venture's commitment to a plan
for sale or disposal of the Piper Jaffray Tower had, as of June 30, 1999,
not resulted in a sale or disposition.  As a result, the unconsolidated
venture made an adjustment to record depreciation expense as of that date
that would have been recognized had the Piper Jaffray Tower not been
considered "held for sale or disposition".  Further, the unconsolidated
venture began to record depreciation expense for this property commencing
July 1, 1999.  However, as discussed below, due to the commencement by the
mortgage lender to realize upon its security in the property, the
unconsolidated venture reclassified the property as held for sale or
disposition as of July 1, 2000.  The Partnership's shares of operations
were $(52,430) and $811,664 of the total property operations of ($104,860)
and $1,623,328 for the period ended April 2, 2001 (date of transfer of the
property to the lender), and the nine months ended September 30, 2000,
respectively.  As of September 30, 2001, the Partnership and its
consolidated ventures have sold all of their consolidated investment
properties.  The results of operations, net of venture partners' share, for
consolidated properties sold or disposed of in the past two years were
$(167,652) and $636,096, respectively, for the nine months ended
September 30, 2001 and 2000.

     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.

     Certain amounts in the 2000 financial statements have been
reclassified to conform with the 2001 presentation.




<PAGE>


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, 2001 and for the nine months ended
September 30, 2001 and 2000 were as follows:
                                                          Unpaid at
                                                        September 30,
                                      2001       2000       2001
                                    -------   --------- -------------
Management fees to corporate
  general partner . . . . . . . .   $  --     1,539,569       --
Insurance commissions . . . . . .      --        15,637       --
Reimbursement (at cost) for
  out-of-pocket salary and
  salary-related expenses and
  other costs for the Partnership
  and its investment properties..    73,396      73,530      19,750
                                    -------   ---------     -------
                                    $73,396   1,628,736      19,750
                                    =======   =========     =======

     In connection with the distributions of cash flow from operations in
February and August 2000, the General Partners received distributions
aggregating approximately $739,000 and $185,000, respectively.  The
Corporate General Partner also received management fees (reflected in the
table above) aggregating approximately $1,232,000 and $308,000 in February
and August 2000, respectively.

     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.  Payments to affiliates of the
Corporate General Partner of $675,876 were made in February 2000 to repay
certain advances made by the affiliates in connection with the payment of
the Partnership's share of management fees and leasing commissions for
certain of its investment properties.

     An affiliate of the General Partners was entitled to payment of
property management and leasing fees relating to 260 Franklin through
November 1994 and subsequently JMB guaranteed payment to the unaffiliated
third party property manager for the property management and leasing fees.
Pursuant to a loan modification for the property, property management and
leasing fees were required to be escrowed through December 1995.  Beginning
in January 1996, the unaffiliated property manager was paid management and
leasing fees by the property.  Upon the disposal of the 260 Franklin Street
building, the escrowed amounts of property management and leasing fees were
paid to the lender to reduce the unpaid balance of the loan, and the
Partnership recorded a liability for its prorata share of the unpaid fees.
As of December 31, 2000, the obligation to pay the remaining $1,057,092 of
management and leasing fees to an affiliate of the General Partners was
released.  Such fees were written off as of that date, and are not
reflected in the consolidated balance sheet at September 30, 2001 and
December 31, 2000.

     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 (of
which the Partnership's share was approximately $919,500) and receive
payment thereof out of the amount available, if any, from the escrow of the
management fees, which had been required by the lender.  However, in
conjunction with the default under the mortgage loan and the subsequent
appointment of the receiver for the Piper Jaffray Tower, the escrowed funds


<PAGE>


were applied to the outstanding principal balance of the mortgage loan, and
the obligation to pay such deferred fees was released.  As a result, such
amounts were written off and are not reflected in the unconsolidated
venture's balance sheets at September 30, 2001 and December 31, 2000.

JMB/900

     During 1999, JMB/900, through Progress Partners, sold the 900 Third
Avenue Building to an unaffiliated third party.  As is customary in such
transactions, Progress Partners agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on September 15, 2000.  As required by the sale agreement, Progress
Partners had placed $2,000,000 into an escrow account for possible payment
to the buyer in the event of a breach of such representations, warranties,
covenants and for certain other costs.  As a result of a claim made by the
buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     In February 2000, the Partnership received a distribution of
approximately $52,800,000 from JMB/900 representing the Partnership's share
of sales proceeds and cash flow generated from the operations of the 900
Third Avenue office building.  The Partnership's share of cash remaining at
the venture (approximately $1,825,000) was distributed to the Partnership
in May 2001.


CALIFORNIA PLAZA

     On December 23, 1999, the Partnership, through a joint venture, C-C
California Plaza Partnership (the "Venture"), sold the California Plaza
office building.  As is customary in such transactions, the Venture agreed
to certain representations, warranties and covenants with a stipulated
survival period, which expired on December 25, 2000, with no liability to
the Partnership.

     In 1998, the Venture reached a settlement agreement with a former
tenant and accepted a promissory note in the principal amount of $275,000
with payments of principal and interest amortized over five years.  The
Partnership assumed the rights to the note upon the sale of the California
Plaza office building.  As of September 30, 2001, the outstanding balance
of the note receivable was $114,796 which is included in current portion of
note receivable and long-term portion of note receivable.  The Partnership
is discussing with the former tenant an early payoff of the promissory note
on a discounted basis.

PIPER JAFFRAY TOWER

     U.S. Bancorp Piper Jaffray Inc. ("PJI"), which occupied 335,684 square
feet or approximately 46% of the building's rentable square feet vacated
the majority of its space (approximately 222,000 square feet) and moved to
a recently completed office tower upon expiration of its lease on May 31,
2000.  However, PJI extended a portion of its former space (approximately
114,000 square feet) through May 31, 2002, although the new rental rates,
while at market rates, were significantly less than rental rates under the
previous PJI lease.  Additionally, Piper executed new long-term leases
representing an additional approximately 170,000 square feet.  The property
manager had been actively pursuing replacement tenants for the balance of
the vacant space; however, given the extremely competitive nature of the
downtown Minneapolis market due to a significant amount of new office
construction, not all of the PJI space had been released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper did not make the required debt service payments under
the mortgage loan since June 1, 2000, and was in monetary default under
such loan.  Such default led to the appointment of a receiver and a
foreclosure sale of the property as described below.


<PAGE>


     The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender was essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.

During 2000 (prior to default), no such cash flow was generated.  Aggregate
amounts due to the lender at the time of the transfer (as described below)
were approximately $109,000,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000
representing property management fees was deposited and approximately
$970,000 was withdrawn from the escrow account for certain leasing costs in
2000.  The escrow balance as of July 20, 2000 was approximately $5,146,000.

Such balance was applied to the outstanding principal balance of the loan
on July 20, 2000, as a result of the default.  The manager of the property
(which was an affiliate of the Corporate General Partner through November
1994) had agreed to defer receipt of its management fee and receive the
payment thereof out of the amount available from the escrow account, if
any.  As of July 20, 2000, the manager had deferred approximately
$5,395,000 ($1,839,000 of which represented deferred fees due to an
affiliate of the Corporate General Partner through November 1994) of
management fees.  However, in conjunction with the appointment of the
receiver at the property and the application of the funds in the escrow
account to the outstanding loan balance, the obligation to pay the deferred
fees was released.  As a result, such fees were written off in the third
quarter of 2000.

     JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction.  Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the property.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
expenses, within certain limitations, in connection with the transaction,
the Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation agreement
and appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred and on October 2, 2000, the
sheriff's sale received court approval.  Such sale was subject to
redemption of the property within six months of the date of such sale.  No
such redemption occurred and title to the property transferred to the
lender effective April 2, 2001.

     As a result of the monetary default on the mortgage loan, the property
had been classified as held for sale or disposition as of July 1, 2000, and
therefore, it was not subject to continued depreciation beyond such date
for financial reporting purposes.

     As a result of the transfer of the property to the lender, the
Partnership realized extraordinary gain related to its share of the
forgiveness of indebtedness and the write off of deferred mortgage fees in
the net amount of approximately $7,600,000 for financial reporting
purposes.  The Defendants have no future liability for any representations,
warranties and covenants as a result of the transfer.



<PAGE>


WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $183,000,000 as of September 30, 2001), as extended, bears
interest at 10% per annum and 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.

     As modified, the amended and restated promissory note secured by the
Partnership's interest in the limited liability company, which has an
adjusted principal balance of approximately $40,835,000, and accrued
interest of approximately $33,923,000 at September 30, 2001, has a
scheduled maturity date in September 2003.  The note accrues interest at
17% per annum and requires payments of cash flow distributed by the limited
liability company from either property operations or sales proceeds as well
as a portion of the property management fee paid to the unaffiliated member
in the limited liability company.  The loan is nonrecourse and secured
solely by the Partnership's interest in the limited liability company.

     During April 2001, the Partnership received notice of non-monetary
defaults from the lender under the amended and restated promissory note
secured by the Partnership's interest in the limited liability company.
The Partnership has acknowledged certain of the defaults described in the
notice of default.  The lender is proceeding to foreclose on the
Partnership's interest in the limited liability company in 2001.  In the
likely event that the Partnership's interest in the limited liability
company is foreclosed upon and transferred to the lender during 2001, the
Partnership expects to recognize a significant amount of income for both
Federal income tax and financial reporting purposes in 2001 with no
corresponding proceeds.  Due to the defaults as discussed above, the
Partnership has reclassified the long-term debt to current portion of long-
term debt at September 30, 2001 in the accompanying financial statements.

     Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower in 1996, the Partnership has ceased loss recognition
relative to its real estate investment and has reversed those previously
recognized losses that the Partnership is no longer obligated to fund.  The
Partnership has no future funding obligation for its investment in Wells
Fargo Center - South Tower.  Accordingly, the Partnership has discontinued
the application of the equity method of accounting and additional losses
from the investment in Wells Fargo Center - South Tower will not be
recognized.


UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

     Summary income statement information for JMB/Piper and JMB/Piper II
for the period ended April 2, 2001 (date of transfer of the Piper Jaffray
Tower to the lender), and the nine months ended September 30, 2000 are as
follows:
                                             2001             2000
                                          -----------      ----------
  Total operating income from properties
    (unconsolidated). . . . . . . . . . . $ 3,845,695      13,141,812
                                          ===========      ==========

  Operating profit (loss) of ventures . . $  (104,860)      1,623,328
  Extraordinary items . . . . . . . . . .  15,247,014           --
                                          -----------      ----------
  Net earnings (loss) . . . . . . . . . . $15,142,154       1,623,328
                                          ===========      ==========
  Partnership's share of income (loss). . $ 7,566,288         811,664
                                          ===========      ==========



<PAGE>


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 2000
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 2001 and December 31, 2000 and for
the three and nine months ended September 30, 2001 and 2000.



PART I.  FINANCIAL INFORMATION

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

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

     At September 30, 2001, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $9,016,000.  Such funds were

available for working capital requirements and future distributions to
partners.  As discussed in more detail in the Notes, a receiver was
appointed for the Piper Jaffray Tower in July 2000 as a result of a
monetary default under the mortgage loan secured by the property, and cash
flow generated by the property since then was under control of the
receiver.  Title transferred to the lender effective April 2, 2001, as
discussed below.  The Partnership's one remaining investment property,
Wells Fargo Center - South Tower, is restricted as to the use of excess
cash flow by an escrow agreement negotiated pursuant to loan modifications.

The Partnership does not consider Wells Fargo Center - South Tower to be a
source of future cash generated from sale or operations.

     In connection with the sale of the 900 Third Avenue Building in
November 1999, Progress Partners agreed to certain representations,
warranties and covenants with a stipulated survival period, which expired
on September 15, 2000.  As required by the sale agreement, Progress
Partners had placed $2,000,000 into an escrow account for possible payment
to the buyer in the event of a breach of such representations, warranties,
covenants and for certain other costs.  As a result of a claim made by the
buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     The Partnership has not budgeted any amounts for its share of tenant
improvements and other expenditures at Wells Fargo - South Tower as it has
no funding obligations for its remaining investment property.

     As discussed in the Notes, JMB/Piper, on behalf of Piper, had been
negotiating with the lender to transfer title to the Piper Jaffray Tower
through a deed in lieu of foreclosure.  JMB/Piper and the lender were
unable to reach an agreement related to such a transaction.  Consequently,
and as a result of the monetary default under the mortgage loan secured by
the property, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
fees in connection with the transaction, within certain limitations, the
Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation agreement
and appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale.  On October 2, 2000, the court approved such


<PAGE>


sale subject to redemption of the property at any time within six months
from the date of such sale.  No such redemption occurred and title to the
property transferred to the lender effective April 2, 2001.

     As a result of the transfer, the Partnership realized extraordinary
gain related to its share of the forgiveness of indebtedness and the write
off of deferred mortgage fees in the net amount of approximately $7,600,000
for financial reporting purposes.  The Partnership also expects to
recognize a substantial amount of gain for Federal income tax purposes in
2001 as a result of the transfer.  The Defendants have no future liability
for any representations, warranties and covenants as a result of the
transfer.

     The Wells Fargo Center - South Tower continues to suffer from the
effects of the high level of debt secured by the property, and provides no
cash flow to the Partnership.  The lender has had discussions with the
Partnership regarding alleged defaults under the loan agreements secured by
the Partnership's interest in the limited liability company that owns the
property.  During April 2001, the Partnership received a notice of non-
monetary defaults from the lender.  The Partnership has acknowledged
certain defaults described in the notice of defaults.  The lender is
proceeding to foreclose on the Partnership's interest in the limited
liability company in 2001.  In the likely event that the Partnership's
interest in the limited liability company is foreclosed upon and
transferred to the lender during 2001, the Partnership expects to recognize
a significant amount of income for both Federal income tax and financial
reporting purposes in 2001 with no corresponding proceeds.  In such event,
the Partnership would liquidate and terminate in 2001.  If such foreclosure
does not occur in the current year, the Partnership currently anticipates
that its liquidation and termination would occur no later than the end of
2002, barring any unexpected circumstances.

     The Partnership's and its ventures' mortgage obligations generally are
or have been separate non-recourse loans secured individually by the
investment properties and not obligations of the entire investment
portfolio, and the Partnership and its ventures are or were not personally
liable for the payment of the indebtedness.

     Although the Partnership expects to make minimal future cash
distributions, aggregate distributions received by Holders of Interests
over the entire term of the Partnership will be substantially less than
one-third 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 ventures, the Holders of
Interests will be allocated a substantial amount of gain for Federal income
tax purposes, regardless of whether any proceeds are distributed from such
sales or other dispositions.  In particular, the Piper Jaffray Tower and
Wells Fargo Center - South Tower investment properties have or had high
levels of debt secured by each property, and in the case of Wells Fargo
Center - South Tower by the Partnership's interest in the property, and
have provided no cash flow to the Partnership.  While loan and joint
venture modifications were obtained that enabled the Partnership to retain
an ownership interest in these properties, the Partnership will not receive
any proceeds from operations or sales of either of these properties.
However, upon disposition of these properties or the Partnership's interest
therein, the Partnership, and therefore, the Holders of Interests, will
recognize a substantial amount of taxable income with no distributable
proceeds.  For certain Holders of Interests, such taxable income may be
offset by their suspended passive activity losses (if any).  Each Holder's
tax consequences will depend on such Holder's own tax situation.  As
discussed above, title to the Piper Jaffray Tower transferred to the lender
on April 2, 2001.  In addition, the lender under the amended and restated
promissory note secured by the Partnership's interest in the limited
liability company that owns Wells Fargo Center - South Tower, has given the
Partnership notice of non-monetary defaults (certain of which the
Partnership has  acknowledged) and is proceeding to foreclose on the
Partnership's interest in the limited liability company, which will likely
occur in 2001.



<PAGE>


RESULTS OF OPERATIONS

     The decrease in cash and cash equivalents at September 30, 2001 as
compared to December 31, 2000 is primarily due to the portion of cash held
by the Partnership's consolidated ventures related to the 1999 sale of the
900 Third Avenue Office Building and cash flow from its operations being
distributed in May 2001 to the Partnership's venture partner in JMB/900.
JMB/900 had previously distributed to the venture partner approximately
$26,400,000 in February 2000, representing a portion of the venture
partner's share of sale proceeds and cash flow from operations of the 900
Third Avenue Office Building.

     The decrease in escrow deposits at September 30, 2001 as compared to
December 31, 2000 is primarily due to the release of the remaining amount
in the escrow account as a result of the settlement of the claim with the
buyer of the 900 Third Avenue Office Building.

     The increase in accounts payable at September 30, 2001 as compared to
December 31, 2000 is primarily due to the timing of payment for certain of
the administrative expenses of the Partnership.

     The increase in current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at
September 30, 2001 as compared to December 31, 2000 is due to the
reclassification of the promissory note secured by the Partnership's
interest in the limited liability company that owns the Wells Fargo Center
- South Tower as a result of certain non-monetary defaults under the
promissory note acknowledged by the Partnership.

     The decrease in investment in unconsolidated ventures, at equity at
September 30, 2001 as compared to December 31, 2000 is due to the transfer
of title to the Piper Jaffray Tower to the lender on April 2, 2001 as
described more fully in the Notes.

     The decrease in venture partner's subordinated equity in venture at
September 30, 2001 as compared to December 31, 2000 is due to the release
of the amounts held in escrow related to the 1999 sale of the 900 Third
Avenue Office Building and to payment of a portion of the sale proceeds
from the 900 Third Avenue Office Building to the affiliated venture
partner, as described more fully in the Notes.

     The rental income and the property operating expenses for the three
and nine months ended September 30, 2000 were primarily a result of
reprorations during 2000 resulting from the sale in November 1999 of the
900 Third Avenue Office Building, which was the Partnership's last
remaining consolidated investment property.  The Partnership has had no
rental income or property operating expenses during 2001.

     The decrease in interest income for the three and nine months ended
September 30, 2001 as compared to the same periods in 2000 is primarily due
to the temporary investment of the proceeds from the sales and cash flow
from operations of the 900 Third Avenue Office Building and the California
Plaza Office Building during the first quarter of 2000.  Portions of such
funds were distributed to the General Partners and Holders of Interests in
February and August 2000, which resulted in lower amounts invested in the
three and nine month periods of 2001.  The decrease is also due in part to
a lower average interest rate on invested funds during 2001.

     The decrease in professional services for the nine months ended
September 30, 2001 as compared to the same period in 2000 is primarily due
to lower costs for accounting services in 2001.

     The decrease in management fees to Corporate General Partner for the
three and nine month periods ended September 30, 2001 as compared to the
same periods in 2000 is due to the distributions of cash flow from
operations to the General Partners and Holders of Interests in February and
August 2000.  The management fee is based upon a percentage of the cash
flow distributed from operations.


<PAGE>


     The decrease in Partnership's share of operations of unconsolidated
ventures for the three and nine months ended September 30, 2001 as compared
to the same periods in 2000 is primarily due to the third quarter 2000
write-off to income of a liability for certain deferred management fees
upon the appointment of the receiver at the Piper Jaffray Tower in July
2000.  The decrease is also due to the lender taking title to the Piper
Jaffray Tower on April 2, 2001, as described more fully in the Notes.

     The decrease in venture partner's share of venture operations for the
three and nine months ended September 30, 2001 as compared to the same
periods in 2000 is primarily due to operating income generated from
reprorations during 2000 resulting from the sale in November 1999 of the
900 Third Avenue Office Building, which was the Partnership's last
remaining consolidated investment property.

     The extraordinary items of gain on forgiveness of indebtedness and
write-off of deferred mortgage fees for the nine months ended September 30,
2001 are due to the transfer of title to the Piper Jaffray Tower to the
lender on April 2, 2001, as described more fully in the Notes.






<PAGE>


PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     On July 20, 2000, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. 222 SOUTH NINTH STREET LIMITED PARTNERSHIP, OB
JOINT VENTURE, JMB/PIPER JAFFRAY TOWER ASSOCIATES, CARLYLE REAL ESTATE
LIMITED PARTNERSHIP-XIV, JMB/PIPER JAFFRAY TOWER ASSOCIATES II, CAMPBELL-
MITHUN-ESTY, L.L.C., U.S. BANCORP PIPER JAFFRAY INC. JMB REALTY
CORPORATION, OB JOINT VENTURE II AND LHDL REALTY LIMITED PARTNERSHIP was
initiated in and an order for judgement entered by Minnesota District Court
of Hennepin County, Minnesota.  In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
note secured by the Piper Jaffray Tower, sought the enforcement of its
security interest and the appointment of a receiver for the benefit of the
lender to take exclusive possession, control and operation of the property.

Due to a substantial amount of space vacated by a major tenant at the
expiration of its lease in May 2000, the property owning venture had not
made all of the scheduled debt service payments on the mortgage note since
June 1, 2000.  In consideration for, among other things, being released
under the mortgage loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of their fees in
connection with the transaction, within certain limitations, the defendants
listed above executed a stipulation agreement consenting to the foreclosure
sale of the property.  In July 2000, the Court approved the stipulation
agreement, granted Teachers' application and entered an order for a
receiver to take exclusive possession, control and operation of the
property.  Accordingly, the receiver assumed control of the property and
its operations.  In September 2000, a sheriff's sale of the property was
held, and in October 2000 the Court approved the sheriff's sale.  Such sale
was subject to redemption of the property within six months from the date
of sale.  No redemption of the property occurred, and title to the property
transferred to Teachers effective April 2, 2001.

     The Partnership is not subject to any other material legal
proceedings.


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The joint venture that owned the Piper Jaffray Tower had not made all
of the scheduled debt service payments on the mortgage note secured by the
property since June 1, 2000.  Aggregate amounts due to the lender at the
time of the transfer to it of the property were approximately $109,000,000,
including certain default interest.  Title transferred to the lender
effective April 2, 2001 as a result of the lender's foreclosure of its
mortgage and sheriff's sale of the property.  Reference is made to the
subsection entitled "Piper Jaffray Tower" in the Notes to the Financial
Statements filed with this report for a further discussion of the default
under the mortgage loan secured by the Piper Jaffray Tower, which
discussion is hereby incorporated herein by reference.

     The lender of the loan secured by the Partnership's interest in the
limited liability company that owns the Wells Fargo Center - South Tower
has had discussions with the Partnership regarding alleged defaults under
that loan.  During April 2001, the Partnership received a notice of  non-
monetary defaults from the lender.  The Partnership has acknowledged
certain of the defaults described in the notice of defaults.  The lender is
proceeding to foreclose on the Partnership's interest in the limited
liability company in 2001.  As of September 30, 2001, the promissory note
secured by the Partnership's interest in the limited liability company had
an adjusted principal balance of approximately $40,835,000 and accrued
interest of approximately $33,923,000.  Reference is made to the subsection
entitled "Wells Fargo Center" in the Notes to the Financial Statements
filed with this report for a further discussion of the defaults under the
loan agreements secured by the Partnership's interest in the limited
liability company that owns the Wells Fargo Center, which discussion 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 2001.

<caption>
                                                    2000                             2001
                                 --------------------------------------   ------------------------------
                                     At        At         At        At      At       At      At      At
                                    3/31      6/30       9/30     12/31    3/31     6/30    9/30   12/31
                                    ----      ----       ----     -----    ----     ----   -----   -----

                               <c>       <c>        <c>       <c>      <c>      <c>     <c>    <c>
1. Piper Jaffray Tower
     Minneapolis, Minnesota . . .    92%       65%        65%       82%     82%      N/A     N/A

2. Wells Fargo Center
     - South Tower
     Los Angeles, California. . .     *         *          *         *       *        *       *

<fn>

     An "*" indicates that the joint venture which owns the property was restructured, and therefore, such
information is not meaningful for the Partnership.  Reference is made to the Notes for further information
regarding the reorganized and restructured venture.

     An N/A indicates that the property, or the Partnership's interest in the property 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 Associate 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. 0-16111) dated November 8, 1996.

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

          (b)      No reports on Form 8-K were 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 9, 2001


     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.




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: November 9, 2001