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, 1998                             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. . . . . . . . . . . . . .     17



PART II    OTHER INFORMATION


Item 5.    Other Information. . . . . . . . . . . . . . . .     20

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . .     21






<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

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

                                        CONSOLIDATED BALANCE SHEETS

                                   MARCH 31, 1998 AND DECEMBER 31, 1997

                                                (UNAUDITED)

                                                  ASSETS
                                                  ------
<CAPTION>
                                                                            MARCH 31,      DECEMBER 31,
                                                                              1998            1997     
                                                                          -------------    ----------- 
<S>                                                                      <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .      $ 21,143,932     24,992,726 
  Interest, rents and other receivables . . . . . . . . . . . . . . .           440,805        466,396 
  Escrow deposits and restricted securities . . . . . . . . . . . . .         2,254,399      1,884,326 
  Other restricted securities . . . . . . . . . . . . . . . . . . . .             --           131,318 
                                                                           ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . .        23,839,136     27,474,766 
                                                                           ------------   ------------ 
    Properties held for sale or disposition . . . . . . . . . . . . .        45,730,726     95,606,312 
                                                                           ------------   ------------ 

Investment in unconsolidated ventures, at equity. . . . . . . . . . .        16,574,875     16,908,786 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .         1,393,200      2,016,887 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .         2,328,261      3,731,258 
                                                                           ------------   ------------ 
                                                                           $ 89,866,198    145,738,009 
                                                                           ============   ============ 



<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,
                                                                              1998            1997     
                                                                          -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .      $      --        92,117,086 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .         2,487,877      3,169,406 
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . .            13,412        639,533 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .           159,131          --    
  Other current liabilities . . . . . . . . . . . . . . . . . . . . .           639,554        639,554 
                                                                           ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . .         3,299,974     96,565,579 

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .           303,809        385,888 
Investment in unconsolidated ventures, at equity. . . . . . . . . . .         6,125,845      5,800,180 
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . .           901,362      1,024,276 
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .           501,129        361,129 
Long-term debt, less current portion. . . . . . . . . . . . . . . . .       112,027,345    109,972,972 
                                                                           ------------   ------------ 
Commitments and contingencies

        Total liabilities . . . . . . . . . . . . . . . . . . . . . .       123,159,464    214,110,024 

Partners' capital accounts (deficits):
   General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . .            20,000         20,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . .       (19,631,709)   (19,989,556)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .        (1,020,769)    (1,020,769)
                                                                           ------------   ------------ 
                                                                            (20,632,478)   (20,990,325)
                                                                           ------------   ------------ 


<PAGE>


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

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


                                                                            MARCH 31,      DECEMBER 31,
                                                                              1998            1997     
                                                                          -------------    ----------- 

   Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . .       384,978,681    384,978,681 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . .      (351,112,405)  (390,285,344)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .       (46,527,064)   (42,075,027)
                                                                           ------------   ------------ 
                                                                            (12,660,788)   (47,381,690)
                                                                           ------------   ------------ 
        Total partners' capital accounts (deficits) . . . . . . . . .       (33,293,266)   (68,372,015)
                                                                           ------------   ------------ 
                                                                           $ 89,866,198    145,738,009 
                                                                           ============   ============ 
























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


<PAGE>


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

                                   CONSOLIDATED STATEMENTS OF OPERATIONS

                                THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                                (UNAUDITED)

<CAPTION>

                                                                                1998            1997    
                                                                            ------------    ----------- 
<S>                                                                        <C>             <C>          
Income:
  Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,447,456      5,630,244 
  Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      323,855        359,159 
                                                                             -----------    ----------- 
                                                                               2,771,311      5,989,403 
                                                                             -----------    ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . .    3,170,114      6,068,482 
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        --           534,060 
  Property operating expenses . . . . . . . . . . . . . . . . . . . . . . .      857,412      2,447,180 
  Professional services . . . . . . . . . . . . . . . . . . . . . . . . . .      165,374        180,812 
  Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . .      121,628        164,484 
  General and administrative. . . . . . . . . . . . . . . . . . . . . . . .      316,161        205,517 
                                                                             -----------    ----------- 
                                                                               4,630,689      9,600,535 
                                                                             -----------    ----------- 
                                                                              (1,859,378)    (3,611,132)

Partnership's share of earnings (loss) from 
  operations of unconsolidated ventures . . . . . . . . . . . . . . . . . .      196,425       (327,697)
Venture partner's share of venture
  operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      414,242          --    
                                                                             -----------    ----------- 
        Earnings (loss) before gains on sale or
          disposition of investment properties. . . . . . . . . . . . . . .   (1,248,711)    (3,938,829)




<PAGE>


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

                             CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED


                                                                                1998            1997    
                                                                            ------------    ----------- 
Gain on sale of interest in unconsolidated venture. . . . . . . . . . . . .      115,511         70,290 
Gain on disposition of investment property. . . . . . . . . . . . . . . . .   23,212,184          --    
                                                                            ------------     ---------- 
        Earnings (loss) before extraordinary items. . . . . . . . . . . . .   22,078,984     (3,868,539)
                                                                            ------------    ----------- 
Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . . . . . . . . . . . . . . .   17,451,802      3,433,368 
                                                                            ------------    ----------- 
        Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ 39,530,786       (435,171)
                                                                            ============    =========== 
        Net earnings (loss) per limited partnership interest:
          Earnings (loss) before gains on sale or disposition
            of investment properties. . . . . . . . . . . . . . . . . . . . $      (2.70)         (8.52)
          Gain on sale of interests in unconsolidated venture . . . . . . .          .26            .16 
          Net gain on disposition of investment property. . . . . . . . . .        51.80          --    
          Extraordinary items . . . . . . . . . . . . . . . . . . . . . . .        38.95           7.66 
                                                                            ------------     ---------- 
                                                                            $      88.31           (.70)
                                                                            ============     ========== 
        Cash distributions per limited partnership interest . . . . . . . . $      10.04          --    
                                                                            ============     ========== 


















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


<PAGE>


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

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                                (UNAUDITED)

<CAPTION>
                                                                                1998            1997    
                                                                            ------------   ------------ 
<S>                                                                        <C>            <C>           
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,530,786       (435,171)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        --           534,060 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .      121,628        164,484 
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .    2,054,373      2,584,488 
    Partnership's share of (earnings) loss from operations of 
      unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . .     (196,425)       327,697 
    Venture partner's share of ventures' operations, gain on sale 
      or disposition of investment properties and extraordinary items . . .     (414,242)         --    
    Gain on sale of Partnership's investments in unconsolidated ventures. .     (115,511)       (70,290)
    Total gain on disposition of investment property. . . . . . . . . . . .  (23,212,184)         --    
    Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . .  (17,451,802)    (3,433,368)
  Changes in:
    Interest, rents and other receivables . . . . . . . . . . . . . . . . .       25,591       (241,792)
    Escrow deposits and restricted securities . . . . . . . . . . . . . . .     (370,073)     1,605,856 
    Other restricted securities . . . . . . . . . . . . . . . . . . . . . .      131,318       (530,337)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .      199,621        184,821 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .     (681,529)      (705,507)
    Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . .     (400,392)       760,001 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .      159,131         64,357 
    Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (122,914)      (122,913)
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .      (82,079)       (49,172)
    Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .      140,000          --    
                                                                            ------------    ----------- 
        Net cash provided by (used in) 
          operating activities. . . . . . . . . . . . . . . . . . . . . . .     (684,703)       637,214 
                                                                            ------------    ----------- 



<PAGE>


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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                                1998            1997    
                                                                            ------------    ----------- 
Cash flows from investing activities:
  Additions to investment properties, excluding amounts from
    escrow deposits and restricted securities . . . . . . . . . . . . . . .      (95,598)      (936,511)
  Cash proceeds from sale of investment property. . . . . . . . . . . . . .          200          --    
  Partnership's distributions from unconsolidated ventures. . . . . . . . .    1,000,000        100,000 
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .      (28,488)         --    
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .       (2,410)       (51,474)
                                                                            ------------    ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .      873,704       (887,985)
                                                                            ------------    ----------- 
Cash flows from financing activities:
  Distributions to venture partners . . . . . . . . . . . . . . . . . . . .      (38,797)         --    
  Contributions from venture partners . . . . . . . . . . . . . . . . . . .      453,039          --    
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . .   (4,452,037)         --    
                                                                            ------------    ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .   (4,037,795)         --    
                                                                            ------------    ----------- 
        Net increase (decrease) in cash 
          and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .   (3,848,794)      (250,771)

        Cash and cash equivalents, beginning of year. . . . . . . . . . . .   24,992,726     20,664,264 
                                                                            ------------    ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 21,143,932     20,413,493 
                                                                            ============    =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $  1,516,133      2,723,993 
                                                                            ============    =========== 
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of Partnership's investments 
      in unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . $    115,511         70,290 
                                                                            ============    =========== 
    Sale of investment property:
      Total sale proceeds, net of selling expenses. . . . . . . . . . . . . $ 74,891,213          --    
      Payoff of mortgage loan . . . . . . . . . . . . . . . . . . . . . . .  (74,891,013)         --    
                                                                            ------------    ----------- 
          Cash proceeds from sale of interest in venture. . . . . . . . . . $        200          --    
                                                                            ============    =========== 



<PAGE>


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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                                1998            1997    
                                                                            ------------    ----------- 

    Disposition of investment properties:
      Balance due on long-term debt canceled. . . . . . . . . . . . . . . . $      --        10,932,588 
      Accrued interest expense on accelerated long-term debt. . . . . . . .        --           397,729 
      Reduction of investment property, net . . . . . . . . . . . . . . . .        --        (8,448,879)
      Reduction of other asset and liabilities. . . . . . . . . . . . . . .        --           551,930 
                                                                            ------------    ----------- 
        Non-cash gain recognized due to lender 
          realizing upon security . . . . . . . . . . . . . . . . . . . . . $      --         3,433,368 
                                                                            ============    =========== 




























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


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 1998 AND 1997

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997,
which are included in the Partnership's 1997 Annual Report on Form 10-K
(File No. 0-16111) dated on March 21, 1998, 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 1997 Annual Report on Form 10-K.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from these
estimates.

     The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" as required in the first
quarter of 1996.  The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security.  In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated.  As of March 31, 1998, the Partnership and its
consolidated ventures have or have previously committed to plans to sell or
dispose of all their remaining investment properties.  Accordingly, all
consolidated properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements as of the
respective dates of such plans' adoption.  The results of operations, net
of venture partners' share, for these properties and for properties sold or
disposed of in the past two years were $384,680 and ($1,791,432),
respectively, for the three months ended March 31, 1998 and 1997.

     In addition, the accompanying consolidated financial statements
include $41,785 and ($683,164), respectively, of the Partnership's share of
total property operations of ($287,877) and ($1,317,042) for unconsolidated
properties for the three months ended March 31, 1998 and 1997,
respectively, which are held for sale or disposition or have been sold or
disposed of during the past two years.

     No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership.  However, in certain instances, the Partnership has been, and
will be, required under applicable law to remit directly to the taxing
authorities amounts representing withholding from distributions paid to
partners.  Due to this, $16,000 representing such withholding was remitted
in 1998 to the state of Maryland on behalf of the Holders of Interests.



<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, 1998 and for the three months ended
March 31, 1998 and 1997 were as follows:

                                                          Unpaid at  
                                                          March 31,  
                                   1998        1997         1998     
                                 --------     ------    -------------
Property management and 
  leasing fees. . . . . . . .    $   --        4,255      1,057,092  
Reimbursement (at cost) for 
 out-of-pocket salary and 
 salary-related expenses 
 related to the on-site 
 personnel and other costs 
 for the Partnership and 
 its investment properties. .      21,555     39,139         20,021  
                                 --------    -------      ---------  
                                 $ 21,555     43,394      1,077,113  
                                 ========    =======      =========  

     Through November of 1994, certain of the properties owned by the
Partnership's consolidated and unconsolidated ventures were managed by an
affiliate of the Corporate General Partner.  Included in accounts payable
are amounts due to affiliates of $1,732,968 at March 31, 1998 and
December 31, 1997, which consists of management fees and leasing
commissions of $1,057,092 (included in the table above) and advances of
$675,876 payable to the affiliated manager.  The cumulative deferred
amounts do not bear interest and are expected to be paid in future periods.

     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.  As of March 31, 1998, $1,510,132 of
management and leasing fees payable to the affiliate of the General
Partners (as a result of the escrowing of certain 1995 and prior years'
management and leasing fees payable to an affiliate of the General Partner
and its payment guarantee to the unaffiliated property manager) were
unpaid, of which the Partnership's share is $1,057,092.  In connection with
the sale of the 260 Franklin Street building, the Partnership assumed the
liability for its prorata share, which amount was transferred to the
accounts of the Partnership upon the sale of 260 Franklin.

     The affiliate also managed Piper Jaffray Tower prior to December 1994,
and pursuant to the terms of a loan modification, agreed to defer receipt
of its property management fees earned of approximately $1,839,000 as of
March 31, 1998 (of which the Partnership's share is approximately
$919,500).  The unconsolidated venture's obligation to the affiliate is not
reflected in the Consolidated Balance Sheets as of March 31, 1998 and
December 31, 1997.



<PAGE>


     Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, had provided management services to Erie McClurg Park
Facility (sold in September 1992).  In connection with the sale of Erie
McClurg, a management termination agreement was reached which requires the
Partnership to make monthly payments to such company.  Such acquisition had
no effect on the fees payable by the Partnership under any existing
agreements with such company.  The amount due under such agreement for the
three months ended March 31, 1998 and 1997 was approximately $10,300 and
$7,500, respectively.

JMB/900

     Occupancy of this building at the end of the first quarter of 1998 was
97%.

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

     Pursuant to the extension on the mortgage loan, net cash flow (as
defined) is paid into an escrow account controlled by the lender.  The
escrow account, including interest earned thereon, will be used by Progress
Partners for payment of property taxes and releasing costs associated with
leases which expire in 1999 and 2000 (approximately 50% of the building
including the Schulte, Roth & Zabel lease discussed above).  The remaining
proceeds in this escrow plus interest earned thereon, if any, will be
released to Progress Partners once 90% of such leased space has been
renewed or released.  During 1998, approximately $2,192,000 has been
deposited into escrow from net cash flow from property operations.

     JMB/900 is currently involved in litigation.  In December, 1997, two
of the Venture Partners, JRA and PPI, filed for bankruptcy in order to
prevent the foreclosure of their interests by MDIFC. Since the bankruptcy
filing, an affiliate of PPI has effected a settlement with MDIFC by
purchasing its claims.  JMB/900 has pursued its claims against the Venture
Partners in the bankruptcy forum and has sought to either foreclose on or
buy-out the interests of the Venture Partners in the venture, or to
otherwise dispose of those interests pursuant to a bankruptcy plan.  The
Venture Partners have asserted claims against the venture and JMB/900
including claims for unpaid Guaranteed Payments in the purported amount of
$36 million.  JMB/900 denies that such claims are due and owing and
contends that, in any event, such claims are offset by PPI's failure to pay
interest on the $20 million loan discussed above in the amount of
approximately $36 million.  To the extent that JMB/900 is required to make
contributions to pay for any part of the purported claim for Guaranteed
Payments, a portion of the Guaranteed Payments actually paid may be
allocated to other unsecured creditors of PPI and JRA and, therefore,
JMB/900 may not be returned the full amount of the interest due on the $20
million loan.  However, JMB/900's contributions would create a preferred
return level payable out of future net cash flow or net sale or refinancing
proceeds.  Furthermore, JMB/900 has taken the position that to the extent
that is has not received annual distributions equal to the interest payable
on the $20,000,000 loan discussed above, JMB/900's preferred return
deficiency is increased by the amounts not received, but the Venture
Partners have disputed this characterization.

     JMB/900 has entered into a 30-day standstill agreement with its
Venture Partners in order to reach a settlement of their various claims
against each other in pending litigation.  If a settlement is not completed
within the 30-day time period, JMB/900 expects to seek an extension of the
standstill period while the parties continue negotiation of a settlement. 
However, there is no assurance that any settlement will ultimately be made.

JMB/900 also continues to pursue a settlement with the FDIC with respect to


<PAGE>


the parties' respective claims in pending litigation.  It currently appears
that a settlement with the FDIC would likely involve a purchase of the
FDIC's interest in PC-900 by Progress Partners, although there is no
assurance that any settlement with FDIC will be made.

     The Partnership will not commit additional capital to this property
unless, among other things, it believes that upon sale of the property, the
Partnership will receive a return of such funds and a reasonable rate of
return thereon.

CALIFORNIA PLAZA

     Occupancy of the building at the end of the first quarter of 1998
remained at 100%.  Net cash flow continues to be escrowed with the lender
(included in escrow deposits and restricted securities) pursuant to the
December 1993 loan modification.

PIPER JAFFRAY TOWER

     Occupancy of the building at the end of the first quarter of 1998 was
91%.

     The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $96,127,000 is outstanding
as of March 31, 1998.  The lender is essentially entitled to all operating
cash flow.  Excess cash flow generated during 1997 of $385,523 was remitted
to the lender during the second quarter of 1998 from cash held by the
venture.

     In addition, the mortgage loan provides that upon sale or refinancing,
the lender is entitled to prepayment fees as well as a significant level of
proceeds in excess of the then unpaid principal balance prior to
JMB/Piper's receipt of proceeds.  While the loan modification provides
JMB/Piper with an opportunity to retain an ownership position in the
property, under the current terms of the modified debt, there must be
significant additional improvement in current market and property operating
conditions resulting in a substantial increase in the value of the property
before JMB/Piper can share in sale or refinancing proceeds.  Currently,
Piper generates enough operating cash flow to meet the required debt
service payments.  However, Piper may not be able to pay the required debt
service over the next several years.  JMB/Piper will not commit additional
capital to Piper unless, among other things, it believes that upon sale of
the property it will receive a return of such funds and a reasonable rate
of return thereon.  If a funding requirement arises and none of the Piper
partners contribute the required capital, the lender would likely take
title to the property.  Such disposition of the property would result in
JMB/Piper, and therefore the Partnership, recognizing a significant amount
of gain for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds.

     During 1997, JMB/Piper, on behalf of Piper, explored refinancing
alternatives with the lender.  The lender has indicated that it is not
willing to accept a discounted payoff of its loan, which would be necessary
to refinance it.  However, JMB/Piper intends to pursue further discussions
with the lender concerning possible refinancing and/or loan modification
alternatives.  Any refinancing or modification of the loan is expected to
require a payment by Piper to reduce the outstanding principal and/or
accrued interest on the loan.  However, the Partnership will not contribute
its share of funds for such purpose unless, among other things, the
Partnership believes that upon sale of the property the Partnership will
receive a return of such funds and a reasonable rate of return thereon. 
There is no assurance that any refinancing or modification of the loan will
be obtained.



<PAGE>


260 FRANKLIN STREET BUILDING

     On January 2, 1998, 260 Franklin, through a trust, disposed of the
land, building and related improvements of the 260 Franklin Street
Building.  260 Franklin transferred title to the land, building and
improvements, and all other assets and liabilities related to the property
in consideration of a discharge of the mortgage loan and receipt of $200 in
cash.  260 Franklin recognized a gain on disposal of approximately
$23,200,000 in 1998, in part as a result of previous impairment losses
recognized by the joint venture in 1996 aggregating $17,400,000, and an
extraordinary gain on forgiveness of indebtedness of approximately
$17,500,000 for financial reporting purposes, all of which was allocated to
the Partnership.  In addition, 260 Franklin expects to recognize a gain of
approximately $25,200,000 for Federal income tax reporting purposes, of
which the Partnership's share is approximately $17,500,000, with no
distributable proceeds in 1998.  260 Franklin and the Partnership have no
future liability for any representations, warranties or covenants to the
purchaser as a result of the sale.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $176,347,000 as of March 31, 1998), as extended, matures
September, 2003.  All excess cash flow is being escrowed for future tenant
improvements and principal payments.  In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds.

     A promissory note secured by the Partnership's interest in the joint
venture, which has an adjusted principal balance of approximately
$40,830,000, and accrued interest of approximately $9,626,000 at March 31,
1998 is due September 2003.  The note accrues interest at 17% per annum. 
The loan requires payments of cash flow distributed by the venture from
either property operations or sales proceeds as well as a portion of the
property management fee paid to the venture partner.  The loan is secured
solely by the Partnership's interest in the joint venture.

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

NEWPARK MALL

     During the quarter, occupancy of the portion of the shopping center in
which the Partnership owns an interest decreased to 77%, down from 79% in
the previous quarter.  As a result of the acquisition by Federated
Department Stores of the company which owns the Emporium Capwell store at
NewPark Mall, Federated, which also owns the Macy's store at NewPark,
approached the NewPark joint venture regarding a sale of the Emporium
Capwell building.  Simultaneously with its negotiations to acquire the
Emporium Capwell building, the NewPark joint venture negotiated to sell the
building to a national retail store owner.  These transactions closed in
1997 and the joint venture received net proceeds of approximately
$2,000,000.  The property is producing cash flow for the joint venture. 
Subsequent to the end of the quarter, the Partnership and its affiliated
venture partner (Carlyle-XVI) commenced efforts to market their respective
interests in the NewPark joint venture for sale.  There is no assurance
that such efforts will result in a sale of such joint venture interests.



<PAGE>


RIVEREDGE PLACE BUILDING

     On December 23, 1997, the Partnership sold the RiverEdge Place Office
Building.  In connection with the sale of this Property and as it customary
in such transactions, the Partnership agreed to certain representations,
warranties and covenants with a stipulated survival period which expires
June 23, 1998.  Although it is not expected, the Partnership may ultimately
have some liability under such representations, warranties and covenants,
which are limited to actual damages and shall in no event exceed $500,000
in the aggregate.

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 1997
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of March 31, 1998 and December 31, 1997 and for the
three months ended March 31, 1998 and 1997.



<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

     The board of directors of JMB Realty Corporation ("JMB"), the
corporate general partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.  The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offer for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.

     In March 1998, an unaffiliated third party made an unsolicited offer
to purchase up to 20,000 Interests at $30 per Interest.  Such offer expired
at the end of April 1998.  The Special Committee recommended against
acceptance of this offer on the basis that, among other things, the offer
price was inadequate.  As of the date of this report, the Partnership is
aware that 1.92% of the Interests have been purchased by unaffiliated third
parties who have made unsolicited offers for Interests, either pursuant to
such offers or through negotiated purchases.  It is possible that other
offers for Interests may be made by unaffiliated third parties in the
future, although there is no assurance that any other third party will
commence an offer for Interests, the terms of any such offer or whether any
such offer, if made, will be consummated, amended or withdrawn.

     The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment portfolio as quickly as
practicable.  Therefore, with the possible exception of the Partnership's
interest in Wells Fargo Center - South Tower and Piper Jaffray Tower, the
Partnership currently expects to conduct an orderly liquidation of the
remaining assets in the portfolio no later than December 31, 1999, barring
any unforeseen economic developments.

     At March 31, 1998, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $21,000,000.  Such funds and
certain escrowed amounts (which are restricted as to their use) are
available for the payment of the Partnership's share of leasing costs and
capital improvements for its investment properties as well as for future
distributions to partners, working capital requirements, including the
Partnership's share of potential future deficits and capital improvements
at certain of the Partnership's investment properties.  In connection with
the sale of the RiverEdge Place Office Building, the Partnership may
ultimately have some liability under certain representations, warranties
and covenants as discussed in the Notes.  The Partnership may also use a
portion of its reserves to pay its share of the costs for a possible mall
enhancement program at NewPark Mall, although there are no specific plans
currently for such a program.  The Partnership currently has adequate cash
and cash equivalents to maintain the operations of the Partnership. 
However, the Partnership has taken steps to preserve its working capital by
suspending operating distributions (except for certain distributions
relating to tax withholding requirements) to the Holders of Interests and
the General Partners effective as of the first quarter of 1992.  In
addition, the General Partners and their affiliates have previously
deferred management and leasing fees payable to them in an aggregate amount
of approximately $2,653,000 (approximately $6 per Interest) relating to the
Partnership's investment properties, which amount includes the
Partnership's proportionate share of such fees for its consolidated and
unconsolidated entities.  Such fees do not bear interest and are expected
to be paid in the future.



<PAGE>


     JMB/900 has entered into a 30-day standstill agreement with its
Venture Partners in order to reach a settlement of their various claims
against each other in pending litigation.  If a settlement is not completed
within the 30-day time period, JMB/900 expects to seek an extension of the
standstill period while the parties continue negotiation of a settlement. 
However, there is no assurance that any settlement will ultimately be made.

JMB/900 also continues to pursue a settlement with the FDIC with respect to
the parties' respective claims in pending litigation.  It currently appears
that a settlement with the FDIC would likely involve a purchase of the
FDIC's interest in PC-900 by Progress Partners, although there is no
assurance that any settlement with FDIC will be made.

     In February 1998, the Partnership made a distribution of $4,436,037
($10 per Interest) of previously undistributed sale proceeds along with
sale proceeds from the sale of the RiverEdge Place building.  Although the
Partnership expects to distribute sales proceeds from the disposition of
certain of the Partnership's remaining assets, aggregate distributions of
sale and refinancing proceeds received by Holders of Interest over the
entire term of the Partnership will be substantially less than one-fourth
of their original investment.  However, in connection with sales or other
dispositions (including transfers to lenders) of properties (or interests
therein) owned by the Partnership or its joint ventures, the Holders of
Interests will be allocated gain for Federal income tax purposes,
regardless of whether any proceeds are distributable from such sales or
other dispositions.  In this regard, the Partnership expects to recognize a
gain of approximately $17,600,000 for Federal income tax purposes from the
disposition in January 1998 of the 260 Franklin Street Building with no
distributable proceeds from such disposition.  In addition, the Piper
Jaffray Tower and Wells Fargo Center (South Tower) investment properties
continue to suffer from the effects of the high levels of debt secured by
each property and provide no cash flow to the Partnership.  While loan and
joint venture modifications have been obtained that enable the Partnership
to retain an ownership interest in these properties, it is currently
unlikely under existing arrangements that the Partnership will receive
significant proceeds from operations or sales of these properties. 
However, upon disposition, the Partnership, and therefore, the Holders of
Interests will recognize a significant amount of taxable income with no
distributable proceeds.  For certain Holders of Interests, such taxable
gain 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.

RESULTS OF OPERATIONS

     Significant fluctuations in the accompanying consolidated financial
statements are due to the sales of the 260 Franklin Street Building in 1998
and the RiverEdge Place office building in 1997.

     The decrease in cash and cash equivalents at March 31, 1998 as
compared to March 31, 1997 is primarily due to the distribution in February
1998 of previously undistributed sale proceeds along with the sale proceeds
from the sale of the RiverEdge Place office building.

     The decrease in other restricted securities at March 31, 1998 as
compared to December 31, 1997 is due to the remittance of cumulative cash
flow from the RiverEdge Place office building to the property's lender in
payment of deferred interest in conjunction with the sale of the property
in 1997.

     The decrease in accounts payable at March 31, 1998 as compared to
December 31, 1997 is primarily due to management and leasing fees payable
to an affiliate of the Corporate General Partner by 260 Franklin Street
Associates reclassified to the Partnership's venture partner (Carlyle-XVI)
upon sale of 260 Franklin Street Building in January 1998.

     The increase in accrued real estate taxes at March 31, 1998 as
compared to December 31, 1997 is due to the timing of real estate tax
payments made at California Plaza.


<PAGE>


     The decrease in depreciation expense for the three months ended
March 31, 1998 as compared to the same period in 1997 is due to the sales
and dispositions discussed above, as well as all consolidated properties
being classified as held for sale or disposition, and therefore, no longer
being subject to continued depreciation.

     The increase in the Partnership's share of earnings (loss) from
operations of unconsolidated ventures for the three months ended March 31,
1998 as compared to the three months ended March 31, 1997 is primarily due
to the NewPark Mall and Piper Jaffray Tower being classified as held for
sale or disposition as of January 1, 1998 and September 30, 1997,
respectively, and therefore, no longer subject to continued depreciation
expense.

     The increase in the venture partner's share of venture operations for
the three months ended March 31, 1998 as compared to the three months ended
March 31, 1997 is primarily due to the venture partner's proportionate
share of management and leasing fees payable by 260 Franklin Street
Associates allocated to the venture partner upon sale of the property.

     The gain on sale of interest in unconsolidated venture for the three
months ended March 31, 1998 and the three months ended March 31, 1997
relates to the recognition of previously deferred gain from the sale of
JMB/Owing's interest in the Owings Mills Limited Partnership in June 1993.

     The gain on disposition of investment property for the three months
ended March 31, 1998 relates to the recognition of gain from the sale of
the 260 Franklin Street building, in January 1998.

     The extraordinary item - gain on forgiveness of indebtedness of
$17,451,802 for the three months ended March 31, 1998 represents interest
waived by the lender pursuant to a loan modification agreement for the debt
secured by the 260 Franklin Street building in January 1998.  The gain for
the three months ended March 31, 1997 of $3,433,368 represents the
retirement of the mortgage note of the Springbrook Shopping Center in full
satisfaction upon transfer of title of the property to the lender in
January 1997.





<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 1998.

<CAPTION>
                                                   1997                             1998               
                                --------------------------------------   ------------------------------
                                    At         At        At        At       At      At      At      At 
                                   3/31       6/30      9/30     12/31     3/31    6/30    9/30   12/31
                                   ----       ----      ----     -----     ----    ----   -----   -----
<S>                              <C>        <C>       <C>       <C>       <C>     <C>     <C>    <C>   
1. 900 Third Avenue Building
     New York, New York . . . . .   98%        98%       97%       97%      97%
2. Piper Jaffray Tower 
     Minneapolis, Minnesota . . .   99%        99%       93%       93%      91%
3. Wells Fargo Center 
     - IBM Tower
     Los Angeles, California. . .   93%        90%       90%       90%      90%
4. 260 Franklin Street Building
     Boston, Massachusetts. . . .   96%        97%       98%       98%      N/A
5. California Plaza
     Walnut Creek, California . .   90%        96%       96%      100%     100%
6. NewPark Mall
     Newark (Alameda County), 
     California . . . . . . . . .   76%        75%       76%       79%      77%

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

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

</TABLE>


<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)   Exhibits

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

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

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

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

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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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

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

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

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

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



<PAGE>


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

          10-M.   Agreement for purchase and sale by 260 Franklin Street
Associates Trust of its interest in the 260 Franklin Street property is
hereby incorporated by reference to the Partnership's Report for January 2,
1998 on Form 8-K (File No. 0-16111) dated January 16, 1998.

          27.     Financial Data Schedule

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

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

                       The Partnership's Report on Form 8-K (File No. 0-
                  16111) for January 2, 1998 (describing the disposition
of the 260 Franklin Street Building) was filed.  This report was dated
January 2, 1998 and includes a discussion of the disposition (Item 2) and
narrative pro forma financial information with respect to the disposition
(Item 7).






<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 13, 1998


     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 13, 1998