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
March 31, 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. . . . . . . . . . . . . . . . .     12



PART II     OTHER INFORMATION

Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . .     15

Item 3.     Defaults Upon Senior Securities. . . . . . . . . . . .     15

Item 5.     Other Information. . . . . . . . . . . . . . . . . . .     16

Item 6.     Exhibits and Reports on Form 8-K . . . . . . . . . . .     17






<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                          CONSOLIDATED BALANCE SHEETS

                     MARCH 31, 2001 AND DECEMBER 31, 2000

                                  (UNAUDITED)


                                    ASSETS
                                    ------


                                              MARCH 31,         DECEMBER 31,
                                                2001               2000
                                            -------------       -----------
Current assets:
  Cash and cash equivalents. . . . . . .     $ 10,104,104         9,919,212
  Interest, rents and
    other receivables. . . . . . . . . .           58,251            68,155
  Current portion of notes
    receivable . . . . . . . . . . . . .           74,340            67,582
  Escrow deposits. . . . . . . . . . . .            --              199,992
                                             ------------      ------------
        Total current assets . . . . . .       10,236,695        10,254,941
                                             ------------      ------------

Deferred expenses. . . . . . . . . . . .           34,751            34,751
Long-term portion of note receivable . .           71,297            87,974
                                             ------------      ------------
                                             $ 10,342,743        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)
             -----------------------------------------------------

                                              MARCH 31,         DECEMBER 31,
                                                2001               2000
                                            -------------       -----------
Current liabilities:
  Accounts payable . . . . . . . . . . .     $     37,480            48,882
  Current portion of long-term debt. . .       71,286,288             --
                                             ------------      ------------
        Total current liabilities. . . .       71,323,768            48,882

Investment in unconsolidated
  ventures, at equity. . . . . . . . . .        7,588,720         7,570,155
Long-term debt . . . . . . . . . . . . .            --           69,550,819
                                             ------------      ------------
Commitments and contingencies

        Total liabilities. . . . . . . .       78,912,488        77,169,856

Venture partner's subordinated
  equity in venture. . . . . . . . . . .          907,790           895,639
Partners' capital accounts
 (deficits):
   General partners:
    Capital contributions. . . . . . . .           20,000            20,000
    Cumulative net earnings
     (losses). . . . . . . . . . . . . .      (19,829,940)      (19,645,716)
    Cumulative cash distributions. . . .       (2,369,609)       (2,369,609)
                                             ------------      ------------
                                              (22,179,549)      (21,995,325)
                                             ------------      ------------
   Limited partners:
    Capital contributions,
      net of offering costs. . . . . . .      384,978,681       384,978,681
    Cumulative net earnings
      (losses) . . . . . . . . . . . . .     (303,582,172)     (301,976,690)
    Cumulative cash distributions. . . .     (128,694,495)     (128,694,495)
                                             ------------      ------------
                                              (47,297,986)      (45,692,504)
                                             ------------      ------------
        Total partners' capital
          accounts (deficits). . . . . .      (69,477,535)      (67,687,829)
                                             ------------      ------------
                                             $ 10,342,743        10,377,666
                                             ============      ============















         See accompanying notes to consolidated financial statements.


<PAGE>


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

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)


                                                2001              2000
                                             -----------      -----------
Income:
  Rental income. . . . . . . . . . . . .     $     --             137,353
  Interest income. . . . . . . . . . . .         143,278          835,961
                                             -----------       ----------
                                                 143,278          973,314
                                             -----------       ----------
Expenses:
  Mortgage and other interest. . . . . .       1,735,469        1,735,469
  Property operating expenses. . . . . .           --             119,245
  Professional services. . . . . . . . .          94,469          115,616
  Management fees to
    corporate general partner. . . . . .           --           1,231,655
  General and administrative . . . . . .          72,329          162,915
                                             -----------       ----------
                                               1,902,267        3,364,900
                                             -----------       ----------
                                              (1,758,989)      (2,391,586)
Partnership's share of earnings (loss)
  from operations of unconsolidated
  ventures . . . . . . . . . . . . . . .         (18,566)        (344,834)
Venture partner's share of
  venture operations . . . . . . . . . .         (12,151)        (159,934)
                                             -----------       ----------
        Net earnings (loss). . . . . . .     $(1,789,706)      (2,896,354)
                                             ===========       ==========

        Net earnings (loss) per
         limited partnership interest. .     $     (3.88)           (6.27)
                                             ===========       ==========

        Cash distributions per
          limited partnership interest .     $     --              130.00
                                             ===========       ==========























         See accompanying notes to consolidated financial statements.


<PAGE>


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

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                  THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)


                                                 2001             2000
                                             -----------      -----------
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . .     $(1,789,706)      (2,896,354)
  Items not requiring (providing)
   cash or cash equivalents:
    Long-term debt - deferred
      accrued interest . . . . . . . . .       1,735,469        1,735,469
    Partnership's share of
      (earnings) loss from opera-
      tions of unconsolidated
      ventures . . . . . . . . . . . . .          18,566          344,834
    Venture partner's share of ventures'
      operations . . . . . . . . . . . .          12,151          159,934
  Changes in:
    Interest, rents and other
      receivables. . . . . . . . . . . .           9,904          379,152
    Current portion of notes
      receivable . . . . . . . . . . . .          (6,758)          (8,569)
    Escrow deposits and restricted
      securities . . . . . . . . . . . .         199,992            --
    Long-term portion of note
      receivable . . . . . . . . . . . .          16,677           12,115
    Accounts payable . . . . . . . . . .         (11,403)        (699,074)
                                            ------------      -----------
        Net cash provided by
          (used in) operating
          activities . . . . . . . . . .         184,892         (972,493)
                                            ------------      -----------
Cash flows from financing activities:
  Distributions to venture partners. . .           --         (26,411,064)
  Distributions to limited partners. . .           --         (57,641,471)
  Distributions to general partners. . .           --            (738,993)
                                            ------------      -----------
        Net cash provided by
          (used in) financing
          activities . . . . . . . . . .           --         (84,791,528)
                                            ------------      -----------
        Net increase (decrease)
          in cash and cash equivalents .         184,892      (85,764,021)
        Cash and cash equivalents,
          beginning of year. . . . . . .       9,919,212       98,865,495
                                            ------------      -----------
        Cash and cash equivalents,
          end of period. . . . . . . . .    $ 10,104,104       13,101,474
                                            ============      ===========












         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

                            MARCH 31, 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 share of operations were
$(18,566) and $(344,834) of the total property operations of $(37,132) and
$(690,363) for the three months ended March 31, 2001 and 2000,
respectively.  As of March 31, 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 properties sold
or disposed of in the past two years were $24,307 and $492,192,
respectively, for the three months ended March 31, 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.




<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 March 31, 2001 and for the three months ended
March 31, 2001 and 2000 were as follows:
                                                                Unpaid at
                                                                March 31,
                                         2001         2000        2001
                                       --------    ---------    ---------

Management fees to corporate
  general partner. . . . . . . . . .   $   --      1,231,655        --
Reimbursement (at cost) for
  out-of-pocket salary and
  salary-related expenses and
  other costs for the Partnership
  and its investment properties. . .     27,012       42,337       23,500
                                        -------    ---------      -------
                                        $27,012    1,273,992       23,500
                                        =======    =========      =======

     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 aggregating
approximately $1,232,000 (reflected in the table above) 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 sale of the 260 Franklin Street
building, 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 were released.  Such fees were
written off as of that date, and are not reflected in the consolidated
balance sheet at 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
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 sheet at December 31, 2000.


<PAGE>


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, JMB/900 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.

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 March 31, 2001, the outstanding balance of
the note receivable was $145,637 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.

     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.  As of
March 31, 2001, aggregate amounts due to the lender were approximately
$109,000,000, including certain default interest.



<PAGE>


     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 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 has not been 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 expects to realize extraordinary gains related to its share of
the forgiveness of indebtedness and the write off of deferred fees 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.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $181,000,000 as of March 31, 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.



<PAGE>


     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 $40,830,000, and accrued
interest of approximately $30,452,000 at March 31, 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 default from the
lender under the amended and restated promissory note secured by the
Partnership's interest.  The Partnership is currently reviewing the alleged
defaults and the lender's rights to realize upon its security under the
loan agreements.  The lender may proceed to foreclose on the Partnership's
interest in the limited liability company in 2001.  In the 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
receive a significant amount of income for both Federal income tax and
financial reporting purposes in this year with no corresponding proceeds.
Due to the alleged default as discussed above, the Partnership has
reclassified the long-term debt to current portion of long-term debt at
March 31, 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 three months ended March 31, 2001 and 2000 are as follows:

                                                  2001               2000
                                               -----------        ----------
  Total income from properties
    (unconsolidated) . . . . . . . . . . . .   $ 3,845,807         4,702,489
                                               ===========        ==========
  Operating profit (loss) of ventures. . . .   $   (37,132)         (689,668)
                                               ===========        ==========
  Partnership's share of
    operating profit (loss). . . . . . . . .   $   (18,566)         (344,834)
                                               ===========        ==========


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 March 31, 2001 and December 31, 2000 and for the
three months ended March 31, 2001 and 2000.



<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

     At March 31, 2001, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $10,104,000.  Such funds were
available for working capital requirements, future distributions to
partners and to an affiliated joint venture partner.  Approximately
$900,000 of the cash and cash equivalents represent amounts due to the
Partnership's affiliated joint venture partner as its share of proceeds
from the escrow relating to the sale of the 900 Third Avenue Building.  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 escrow agreements
negotiated pursuant to loan modifications.  Amounts held in escrow may be
used for payment of tenant improvements and other expenses related to the
property.  Due to property specific concerns discussed in the Notes, the
Partnership does not consider Wells Fargo Center - South Tower to be a
potential significant 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 approximately $1,800,000 as a return of a portion of such amounts
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 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
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.


<PAGE>


     As a result of the transfer, the Partnership expects to realize
extraordinary gains related to its share of the forgiveness of indebtedness
and the write off of deferred fees 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.

     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 default
from the lender.  The Partnership is currently reviewing the alleged
defaults and the lender's rights to realize upon its security under the
loan agreements.  In the 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 receive a significant amount of
income for both Federal income tax and financial reporting purposes in this
year 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' 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 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 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.  The Partnership estimates that such
taxable income will be approximately $45 per Interest as a result of the
disposition of the Piper Jaffray Tower in 2001.  Additionally, if a
disposition of the Partnership's interest in the Wells Fargo Center - South
Tower were to occur in 2001, the Partnership estimates that such taxable
income would be approximately $105 per Interest.  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.



<PAGE>


RESULTS OF OPERATIONS

     The decrease in interest, rents and other receivables at March 31,
2001 as compared to December 31, 2000 is primarily due to a lower rate of
return earned on cash invested.

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

     The decrease in accounts payable at March 31, 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 March 31,
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 the notice of default received by the Partnership from the lender
in April 2001.

     The decrease in interest income for the three months ended March 31,
2001 as compared to the same period 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 in February and August 2000.

     The decrease in rental income for the three months ended March 31,
2001 as compared to the same period in 2000 and the decrease in property
operating expenses for the three months ended March 31, 2001 as compared to
the same period in 2000 is primarily a result of reprorations during the
first quarter of 2000 resulting from the sale of the 900 Third Avenue
office building in November 1999.

     The decrease in management fees to Corporate General Partners for the
three months ended March 31, 2001 as compared to the same period in 2000 is
due to the distribution of cash flow from operations to the General
Partners and Holders of Interests in February 2000.  The management fee is
based upon a percentage of the cash flow distributed from operations.

     The decrease in general and administrative expenses for the three
months ended March 31, 2001 as compared to the same period in 2000 is
primarily due to a decrease in certain expenses as a result of the sales of
the 900 Third Avenue office building and the California Plaza office
building in November and December of 1999, respectively.

     The increase in Partnership's share of earnings (loss) from
unconsolidated ventures for the three months ended March 31, 2001 as
compared to the same period in 2000 is primarily due to the cessation of
the recording of depreciation from July 1, 2000 as a result of the Piper
Jaffray Tower being reclassified as held for sale as of that date.







<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 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.  As of March 31, 2001, aggregate amounts due
to the lender 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 on the property.  Reference is made to
the subsection entitled "JMB/Piper" 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 by reference.

     The lender of the loans 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
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 default from the lender.  The Partnership
is currently reviewing the alleged defaults and the lender's rights to
realize upon its security under the loan agreements.  As of March 31, 2001,
the promissory note secured by the Partnership's interest in the limited
liability company has an adjusted principal balance of approximately
$40,830,000 and accrued interest of approximately $30,452,000.  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
alleged default 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 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
                                       ----        ----        ----      -----     ----     ----    -----    -----
<S>                                  <C>         <C>         <C>        <C>       <C>      <C>      <C>     <C>
1. Piper Jaffray Tower
     Minneapolis, Minnesota. . . . .    92%         65%         65%        82%      82%

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.


</TABLE>


<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits

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

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

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

           (b)       No reports on Form 8-K have been filed during 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:  May 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.




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