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 June 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

                    June 30, 2001 AND DECEMBER 31, 2000

                                (UNAUDITED)


                                  ASSETS
                                  ------


                                             June 30,        DECEMBER 31,
                                              2001              2000
                                          -------------      -----------
Current assets:
  Cash and cash equivalents. . . . . .     $  9,020,639        9,919,212
  Interest, rents and
    other receivables. . . . . . . . .           35,579           68,155
  Current portion of notes
    receivable . . . . . . . . . . . .           81,257           67,582
  Escrow deposits. . . . . . . . . . .            --             199,992
                                           ------------     ------------
        Total current assets . . . . .        9,137,475       10,254,941
                                           ------------     ------------

Deferred expenses. . . . . . . . . . .           34,751           34,751
Long-term portion of note receivable .           54,219           87,974
                                           ------------     ------------
                                           $  9,226,445       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)
           -----------------------------------------------------

                                             JUNE 30,        DECEMBER 31,
                                              2001              2000
                                          -------------      -----------
Current liabilities:
  Accounts payable . . . . . . . . . .     $     64,023           48,882
  Current portion of long-term debt. .       73,021,756            --
                                           ------------     ------------
        Total current liabilities. . .       73,085,779           48,882

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

        Total liabilities. . . . . . .       73,085,779       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). . . . . . . . . . . . .      (19,721,138)     (19,645,716)
    Cumulative cash distributions. . .       (2,369,609)      (2,369,609)
                                           ------------     ------------
                                            (22,070,747)     (21,995,325)
                                           ------------     ------------
   Limited partners:
    Capital contributions,
      net of offering costs. . . . . .      384,978,681      384,978,681
    Cumulative net earnings
      (losses) . . . . . . . . . . . .     (298,072,773)    (301,976,690)
    Cumulative cash distributions. . .     (128,694,495)    (128,694,495)
                                           ------------     ------------
                                            (41,788,587)     (45,692,504)
                                           ------------     ------------
        Total partners' capital
          accounts (deficits). . . . .      (63,859,334)     (67,687,829)
                                           ------------     ------------
                                           $  9,226,445       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 SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                                    (UNAUDITED)

<caption>
                                                          THREE MONTHS ENDED             SIX MONTHS ENDED
                                                               JUNE 30                        JUNE 30
                                                      --------------------------    --------------------------
                                                          2001           2000           2001           2000
                                                      -----------     ----------    -----------     ----------

                                                  <c>             <c>           <c>             <c>
Income:
  Rental income. . . . . . . . . . . . . . . . . .    $     --           135,671          --           273,024
  Interest income. . . . . . . . . . . . . . . . .        103,770        244,541        247,048      1,080,502
                                                      -----------     ----------     ----------     ----------
                                                          103,770        380,212        247,048      1,353,526
                                                      -----------     ----------     ----------     ----------
Expenses:
  Mortgage and other interest. . . . . . . . . . .      1,735,468      1,735,468      3,470,937      3,470,937
  Property operating expenses. . . . . . . . . . .          --            27,511          --           146,756
  Professional services. . . . . . . . . . . . . .         95,948        114,874        190,417        230,490
  Management fees to corporate general partner . .          --             --             --         1,231,655
  General and administrative . . . . . . . . . . .        234,483        150,113        306,812        313,028
                                                      -----------     ----------     ----------     ----------
                                                        2,065,899      2,027,966      3,968,166      5,392,866
                                                      -----------     ----------     ----------     ----------
                                                       (1,962,129)    (1,647,754)    (3,721,118)    (4,039,340)
Partnership's share of earnings (loss) from
  operations of unconsolidated ventures. . . . . .        (33,864)      (345,940)       (52,430)      (690,774)
Venture partner's share of venture operations. . .         (4,524)       (42,715)       (16,675)      (202,649)
                                                      -----------     ----------     ----------     ----------
        Earnings (loss) before extraordinary
          items. . . . . . . . . . . . . . . . . .     (2,000,517)    (2,036,409)    (3,790,223)    (4,932,763)

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

        Net earnings (loss). . . . . . . . . . . .    $ 5,618,201     (2,036,409)     3,828,495     (4,932,763)
                                                      ===========     ==========     ==========     ==========


<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED




                                                          THREE MONTHS ENDED             SIX MONTHS ENDED
                                                               JUNE 30                        JUNE 30
                                                      --------------------------    --------------------------
                                                          2001           2000           2001           2000
                                                      -----------     ----------    -----------     ----------

        Net earnings (loss) per limited
         partnership interest:
          Earnings (loss) before extra-
            ordinary item. . . . . . . . . . . . .    $     (4.34)         (4.41)         (8.23)        (10.68)
          Extraordinary items:
            Gain on forgiveness of indebtedness. .          17.97          --             17.97          --
            Write-off of deferred mortgage fees. .           (.92)         --              (.92)         --
                                                      -----------     ----------     ----------     ----------
                                                      $     12.71          (4.41)          8.82         (10.68)
                                                      ===========     ==========     ==========     ==========

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



















<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

                  SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                (UNAUDITED)


                                               2001            2000
                                           -----------     -----------
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . .     $ 3,828,495      (4,932,763)
  Items not requiring (providing)
   cash or cash equivalents:
    Long-term debt - deferred
      accrued interest . . . . . . . .       3,470,937       3,470,937
    Partnership's share of loss from
      operations of unconsolidated
      ventures . . . . . . . . . . . .          52,430         690,774
    Venture partner's share of
      ventures' operations . . . . . .          16,675         202,649
    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. . . . . . . . . . .          32,576         234,029
    Current portion of notes
      receivable . . . . . . . . . . .         (13,675)        (10,659)
    Escrow deposits and restricted
      securities . . . . . . . . . . .         199,992           --
    Long-term portion of note
      receivable . . . . . . . . . . .          33,755          28,359
    Accounts payable . . . . . . . . .          15,140        (892,087)
                                          ------------     -----------
        Net cash provided by (used in)
          operating activities . . . .          13,740      (1,208,761)
                                          ------------     -----------
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. .           --        (57,641,471)
  Distributions to general partners. .           --           (738,993)
                                          ------------     -----------
        Net cash provided by (used in)
          financing activities . . . .        (912,313)    (84,791,528)
                                          ------------     -----------
        Net increase (decrease)
          in cash and cash equivalents        (898,573)    (85,975,289)
        Cash and cash equivalents,
          beginning of year. . . . . .       9,919,212      98,865,495
                                          ------------     -----------
        Cash and cash equivalents,
          end of period. . . . . . . .    $  9,020,639      12,890,206
                                          ============     ===========


       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

                          JUNE 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 $(690,774) of the total property operations of
($104,860) and $(1,381,547) for the period ended April 2, 2001 (date of
transfer of the property to the lender), and the six months ended June 30,
2000, respectively.  As of June 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 $667,437, respectively, for the six months ended June 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.




<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 June 30, 2001 and for the six months ended June 30,
2001 and 2000 were as follows:
                                                              Unpaid at
                                                              June 30,
                                        2001        2000        2001
                                      -------    ---------    ---------
Management fees to corporate
  general partner. . . . . . . . .    $  --      1,231,655        --
Insurance commissions. . . . . . .       --          9,028        --
Reimbursement (at cost) for
  out-of-pocket salary and
  salary-related expenses and
  other costs for the Partnership
  and its investment properties. .     40,463       55,022       19,400
                                      -------    ---------      -------
                                      $40,463    1,295,705       19,400
                                      =======    =========      =======

     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 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 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 sheets at June 30, 2001 and 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, 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 June 30, 2001, the outstanding balance of the
note receivable was $135,476 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 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 $181,000,000 as of June 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 $32,187,000 at June 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.  The Partnership has acknowledged
certain of the defaults in the notice of default.  The lender may proceed
to foreclose on the Partnership's interest in the limited liability company
in 2001, but has not yet taken any further action.  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
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 June 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 six months ended June 30, 2000 are as
follows:
                                                2001              2000
                                             -----------       ----------
  Total operating income from properties
    (unconsolidated) . . . . . . . . . . .   $ 3,845,695       10,035,412
                                             ===========       ==========

  Operating profit (loss) of ventures. . .   $  (104,860)      (1,381,547)
  Extraordinary items. . . . . . . . . . .    15,247,014            --
                                             -----------       ----------
  Net earnings (loss). . . . . . . . . . .   $15,142,154       (1,381,547)
                                             ===========       ==========
  Partnership's share of income (loss) . .   $ 7,566,288         (690,774)
                                             ===========       ==========



<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 June 30, 2001 and December 31, 2000 and for the
three and six months ended June 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 June 30, 2001, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $9,021,000.  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 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 agreement
and appointed a receiver on behalf of the lender.  On September 26, 2000, a


<PAGE>


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.

     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 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 in the notice of defaults.  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
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' 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 expected to seek to foreclose on the
Partnership's interest in the limited liability company, which could occur
in 2001.



<PAGE>


RESULTS OF OPERATIONS

     The decrease in cash and cash equivalents at June 30, 2001 as compared
to December 31, 2000 is primarily due to the portion of cash held related
to the 1999 sale of the 900 Third Avenue Office Building and cash flow from
its operations being distributed 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 June 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 current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at June 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 the notice of non-monetary defaults received by the Partnership
from the lender in April 2001.

     The decrease in investment in unconsolidated ventures, at equity at
June 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
June 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 six months ended June 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 six months ended
June 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 in February and August 2000.

     The decrease in management fees to Corporate General Partners for the
six months ended June 30, 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 increase in general and administrative expenses for the three
months ended June 30, 2001 as compared to the same period in 2000 is
primarily due to the timing of payment for investor service fees in the
second quarter of 2001.

     The decrease in Partnership's share of (loss) from operations of
unconsolidated ventures for the three and six months ended June 30, 2001 as
compared to the same periods in 2000 is primarily due to the lender taking
title to the Piper Jaffray Tower on April 2, 2001, as described more fully
in the Notes, and 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 or disposition as of that date.



<PAGE>


     The decrease in venture partner's share of venture operations for the
three and six months ended June 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 consisting of gain on forgiveness of
indebtedness and write-off of deferred mortgage fees for the three and six
months ending June 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 "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 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 in the notice of defaults.  The lender may proceed
to foreclose on the Partnership's interest in the limited liability company
in 2001, but has not yet taken any further action.  As of June 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 $32,187,000.  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

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
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. 0-16111)
dated November 8, 1996.

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

           (b)      The following report on Form 8-K was filed since the
beginning of the last quarter of the period covered by this report.

                         The Partnership's report on Form 8-K for April 2,
2001 (File No. 0-16111) dated April 13, 2001 describing the transfer of
title of the Piper Jaffray Tower to the lender was filed.






<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: August 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: August 9, 2001