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, 1997             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. . . . . . . . . . . . . . . . . . . . . .    18




PART II    OTHER INFORMATION


Item 3.    Defaults Upon Senior Securities . . . . . . . . . . .    20

Item 5.    Other Information . . . . . . . . . . . . . . . . . .    21

Item 6.    Exhibits and Reports on Form 8-K. . . . . . . . . . .    22






<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

                                        JUNE 30, 1997 AND DECEMBER 31, 1996

                                                    (UNAUDITED)

                                                      ASSETS
                                                      ------
<CAPTION>
                                                                                   JUNE 30,       DECEMBER 31,
                                                                                    1997             1996     
                                                                                -------------     ----------- 
<S>                                                                            <C>               <C>          
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . .       $ 19,619,574      20,664,264 
  Interest, rents and other receivables. . . . . . . . . . . . . . . . . .            356,981         657,212 
  Escrow deposits and restricted securities. . . . . . . . . . . . . . . .          3,023,137       5,091,039 
  Other restricted securities. . . . . . . . . . . . . . . . . . . . . . .          6,291,137       5,285,807 
                                                                                 ------------    ------------ 
        Total current assets . . . . . . . . . . . . . . . . . . . . . . .         29,290,829      31,698,322 
                                                                                 ------------    ------------ 
Investment properties, at cost:
    Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          5,501,887       5,501,887 
    Buildings and improvements . . . . . . . . . . . . . . . . . . . . . .         76,648,210      75,941,178 
                                                                                 ------------    ------------ 
                                                                                   82,150,097      81,443,065 
    Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . .        (32,593,960)    (31,766,188)
                                                                                 ------------    ------------ 
        Total properties held for investment, net of 
          accumulated depreciation . . . . . . . . . . . . . . . . . . . .         49,556,137      49,676,877 

    Properties held for sale or disposition. . . . . . . . . . . . . . . .         61,070,096      68,999,370 
                                                                                 ------------    ------------ 
        Total investment properties. . . . . . . . . . . . . . . . . . . .        110,626,233     118,676,247 
                                                                                 ------------    ------------ 

Investment in unconsolidated ventures, at equity . . . . . . . . . . . . .         19,249,820      17,354,958 
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,524,866       2,704,645 
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . .          4,094,687       4,555,121 
                                                                                 ------------    ------------ 
                                                                                 $165,786,435     174,989,293 
                                                                                 ============    ============ 



<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,
                                                                                    1997             1996     
                                                                                -------------     ----------- 
Current liabilities:
  Current portion of long-term debt. . . . . . . . . . . . . . . . . . . .       $109,230,716     119,039,939 
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3,117,828       4,341,771 
  Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . .         12,629,234      11,630,227 
  Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . .            146,489         773,149 
  Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . .            521,652         521,652 
                                                                                 ------------    ------------ 
        Total current liabilities. . . . . . . . . . . . . . . . . . . . .        125,645,919     136,306,738 

Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . .            502,439         457,730 
Investment in unconsolidated ventures, at equity . . . . . . . . . . . . .         14,659,271      14,107,122 
Deferred income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,270,101       1,515,927 
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            330,000         330,000 
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . .        106,269,564     102,239,000 
                                                                                 ------------    ------------ 
Commitments and contingencies

        Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . .        248,677,294     254,956,517 
Venture partners' subordinated equity in ventures. . . . . . . . . . . . .              --            608,114 

Partners' capital accounts (deficits):
   General partners:
    Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . .             20,000          20,000 
    Cumulative net earnings (losses) . . . . . . . . . . . . . . . . . . .        (20,271,838)    (20,028,625)
    Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . .         (1,020,769)     (1,020,769)
                                                                                 ------------    ------------ 
                                                                                  (21,272,607)    (21,029,394)
                                                                                 ------------    ------------ 


<PAGE>


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

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


                                                                                   JUNE 30,       DECEMBER 31,
                                                                                    1997             1996     
                                                                                -------------     ----------- 

   Limited partners:
    Capital contributions, net of offering costs . . . . . . . . . . . . .        384,978,681     384,978,681 
    Cumulative net earnings (losses) . . . . . . . . . . . . . . . . . . .       (404,875,929)   (402,819,621)
    Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . .        (41,721,004)    (41,705,004)
                                                                                 ------------    ------------ 
                                                                                  (61,618,252)    (59,545,944)
                                                                                 ------------    ------------ 
        Total partners' capital accounts (deficits). . . . . . . . . . . .        (82,890,859)    (80,575,338)
                                                                                 ------------    ------------ 
                                                                                 $165,786,435     174,989,293 
                                                                                 ============    ============ 
























<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 AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                                    (UNAUDITED)


<CAPTION>
                                                          THREE MONTHS ENDED             SIX MONTHS ENDED      
                                                               JUNE 30                        JUNE 30          
                                                      --------------------------   --------------------------- 
                                                          1997           1996           1997           1996    
                                                      -----------    -----------   ------------    ----------- 
<S>                                                  <C>            <C>           <C>             <C>          
Income:
  Rental income. . . . . . . . . . . . . . . . . .    $ 5,671,330      6,519,111     11,301,574     14,997,468 
  Interest income. . . . . . . . . . . . . . . . .        360,153        414,507        719,312        781,956 
                                                      -----------    -----------    -----------    ----------- 
                                                        6,031,483      6,933,618     12,020,886     15,779,424 
                                                      -----------    -----------    -----------    ----------- 
Expenses:
  Mortgage and other interest. . . . . . . . . . .      5,815,266      5,937,819     11,883,748     12,109,690 
  Depreciation . . . . . . . . . . . . . . . . . .        653,712      1,127,701      1,187,772      2,668,728 
  Property operating expenses. . . . . . . . . . .      2,580,717      2,812,397      5,027,897      6,651,279 
  Professional services. . . . . . . . . . . . . .        126,508        144,024        307,320        402,980 
  Amortization of deferred expenses. . . . . . . .        173,950        213,826        338,434        441,947 
  General and administrative . . . . . . . . . . .        414,947        463,091        620,464        750,731 
  Provisions for value impairment. . . . . . . . .          --             --             --        26,000,000 
                                                      -----------    -----------    -----------    ----------- 
                                                        9,765,100     10,698,858     19,365,635     49,025,355 
                                                      -----------    -----------    -----------    ----------- 
       Operating earnings (loss) . . . . . . . . .     (3,733,617)    (3,765,240)    (7,344,749)   (33,245,931)

Partnership's share of earnings (loss) from 
  operations of unconsolidated ventures. . . . . .        331,844     (3,528,485)         4,147     (4,345,155)
Venture partner's share of venture
  operations . . . . . . . . . . . . . . . . . . .          --            (4,665)         --          (124,425)
                                                      -----------    -----------    -----------    ----------- 
        Net operating earnings (loss). . . . . . .     (3,401,773)    (7,298,390)    (7,340,602)   (37,715,511)




<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          
                                                      --------------------------   --------------------------- 
                                                          1997           1996           1997           1996    
                                                      -----------    -----------   ------------    ----------- 
Gain on liquidation of investment in venture . . .        269,147          --           269,147          --    
Gain on sale of Partnership's investments
  in unconsolidated ventures . . . . . . . . . . .      1,268,276         98,871      1,338,566        196,029 
Gain on sale or disposition of investment 
  properties, net of venture partner's share 
  of gain of $204,139 and manager's incentive 
  fee of $1,730,016. . . . . . . . . . . . . . . .          --        12,230,126          --        12,230,126 
                                                     ------------     ----------    -----------    ----------- 
        Net earnings (loss) before extra-
          ordinary items and cumulative 
          effect of an accounting change . . . . .     (1,864,350)     5,030,607     (5,732,889)   (25,289,356)
                                                     ------------    -----------    -----------    ----------- 
Extraordinary items:
  Prepayment penalties and deferred mortgage 
    expense on retirement of long-term debt, 
    net of venture partner's share of $175,004 . .          --          (557,809)         --          (557,809)
  Gain on forgiveness of indebtedness. . . . . . .          --             --         3,433,368     35,780,656 
Cumulative effect of an accounting change. . . . .          --             --             --       (30,000,000)
                                                     ------------    -----------    -----------    ----------- 
        Net earnings (loss). . . . . . . . . . . .   $ (1,864,350)     4,472,798     (2,299,521)   (20,066,509)
                                                     ============    ===========    ===========    =========== 
        Net loss per limited partnership 
         interest:
          Net operating earnings (loss). . . . . .   $      (7.37)        (15.80)        (15.89)        (81.62)
          Gain on liquidation of investment
            in venture . . . . . . . . . . . . . .            .60          --               .60          --    
          Gain on sale of Partnership's 
            investments in unconsolidated 
            ventures . . . . . . . . . . . . . . .           2.83            .22           2.99            .44 
          Net gain on sale or disposition of 
            investment properties. . . . . . . . .          --             27.29          --             27.29 
          Extraordinary items. . . . . . . . . . .          --             (1.24)          7.66          78.61 
          Cumulative effect of accounting 
            change . . . . . . . . . . . . . . . .          --             --             --            (64.92)
                                                     ------------     ----------    -----------    ----------- 
                                                     $      (3.94)         10.47          (4.64)        (40.20)
                                                     ============     ==========    ===========    =========== 


<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          
                                                      --------------------------   --------------------------- 
                                                          1997           1996           1997           1996    
                                                      -----------    -----------   ------------    ----------- 
        Cash distributions per limited 
          partnership interest . . . . . . . . . .   $      --             25.00          --             25.00 
                                                     ============     ==========    ===========    =========== 
































<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

                                      SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                                    (UNAUDITED)

<CAPTION>
                                                                                      1997              1996    
                                                                                  ------------     ------------ 
<S>                                                                              <C>              <C>           
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (2,299,521)     (20,066,509)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,187,772        2,668,728 
    Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . .       338,434          441,947 
    Long-term debt - deferred accrued interest . . . . . . . . . . . . . . . . .     5,153,928        1,709,437 
    Partnership's share of (earnings) loss from operations of 
      unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . . . .        (4,147)       4,345,155 
    Venture partner's share of ventures' operations, gain on sale 
      or disposition of investment properties and extraordinary items. . . . . .         --             153,560 
    Provisions for value impairment. . . . . . . . . . . . . . . . . . . . . . .         --          26,000,000 
    Gain on liquidation of investment in venture . . . . . . . . . . . . . . . .      (269,147)           --    
    Gain on sale of Partnership's investments in unconsolidated ventures . . . .    (1,338,566)        (196,029)
    Total gain on sale or disposition of investment property . . . . . . . . . .         --         (12,434,265)
    Extraordinary items, including venture partner's share . . . . . . . . . . .    (3,433,368)     (35,047,843)
    Cumulative effect of an accounting change. . . . . . . . . . . . . . . . . .         --          30,000,000 
  Changes in:
    Interest, rents and other receivables. . . . . . . . . . . . . . . . . . . .       153,344          313,952 
    Escrow deposits and restricted securities. . . . . . . . . . . . . . . . . .     1,360,870          434,565 
    Other restricted securities. . . . . . . . . . . . . . . . . . . . . . . . .    (1,005,330)      (1,450,605)
    Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . .       366,957          255,572 
    Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,144,284)       1,369,511 
    Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . .     1,396,736        3,117,196 
    Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . .       146,489          241,638 
    Deferred income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (245,826)        (245,827)
    Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . .        40,492         (121,366)
                                                                                  ------------      ----------- 
        Net cash provided by (used in) 
          operating activities . . . . . . . . . . . . . . . . . . . . . . . . .       404,833        1,488,817 
                                                                                  ------------      ----------- 


<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                                      1997              1996    
                                                                                  ------------      ----------- 
Cash flows from investing activities:
  Additions to investment properties, excluding amounts from
    escrow deposits and restricted securities. . . . . . . . . . . . . . . . . .      (879,605)        (975,836)
  Cash proceeds from sale of interests in venture. . . . . . . . . . . . . . . .         --          17,695,317 
  Partnership's distributions from unconsolidated ventures . . . . . . . . . . .         --           1,430,967 
  Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . .      (214,951)        (107,553)
                                                                                  ------------      ----------- 
        Net cash provided by (used in) investing activities. . . . . . . . . . .    (1,094,556)      18,042,895 
                                                                                  ------------      ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . .         --            (172,148)
  Distributions to venture partners. . . . . . . . . . . . . . . . . . . . . . .      (338,967)        (236,037)
  Distributions to general partners. . . . . . . . . . . . . . . . . . . . . . .         --            (112,047)
  Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . .       (16,000)     (11,643,671)
                                                                                  ------------      ----------- 
        Net cash provided by (used in) financing activities. . . . . . . . . . .      (354,967)     (12,163,903)
                                                                                  ------------      ----------- 
        Net increase (decrease) in cash 
          and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . .    (1,044,690)       7,367,809 

        Cash and cash equivalents, beginning of year . . . . . . . . . . . . . .    20,664,264       15,045,385 
                                                                                  ------------      ----------- 
        Cash and cash equivalents, end of period . . . . . . . . . . . . . . . .  $ 19,619,574       22,413,194 
                                                                                  ============      =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . .  $  5,333,084       10,762,788 
                                                                                  ============      =========== 
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of Partnership's investments 
      in unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . .  $  1,338,566          196,029 
                                                                                  ============      =========== 
    Sales of investment properties:
      Total sale proceeds, net of selling expenses . . . . . . . . . . . . . . .  $      --          58,491,798 
      Prepayment penalties . . . . . . . . . . . . . . . . . . . . . . . . . . .         --            (516,683)
      Payoff of mortgage loan. . . . . . . . . . . . . . . . . . . . . . . . . .         --         (38,549,782)
      Incentive fee to manager of investment property. . . . . . . . . . . . . .         --          (1,730,016)
                                                                                  ------------      ----------- 
          Cash proceeds from sale of interest in venture . . . . . . . . . . . .  $      --          17,695,317 
                                                                                  ============      =========== 

    Fixed asset additions from escrow deposits and restricted securities . . . .  $    707,032      $     7,854 
                                                                                  ============      =========== 


<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                                      1997              1996    
                                                                                  ------------      ----------- 
    Disposition of investment property:
      Balance due on long-term debt canceled . . . . . . . . . . . . . . . . . .  $ 10,932,588       50,853,648 
      Accrued interest expense on accelerated long-term debt . . . . . . . . . .       397,729        1,853,284 
      Reduction of investment property, net. . . . . . . . . . . . . . . . . . .    (8,448,879)     (16,419,175)
      Reduction of other assets and liabilities. . . . . . . . . . . . . . . . .       551,930         (507,101)
                                                                                  ------------      ----------- 
        Non-cash gain recognized due to lender 
          realizing upon security. . . . . . . . . . . . . . . . . . . . . . . .  $  3,433,368       35,780,656 
                                                                                  ============      =========== 





























<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

                          JUNE 30, 1997 AND 1996

                                (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-16111) dated on March 21, 1997, 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 1996 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 net results of operations for the six months ended June 30, 1997
and 1996 for consolidated properties classified as held for sale or
disposition or sold or disposed of during the past two years were
$(803,993) and $(11,976,780), respectively.

     During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued.  As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.

     Certain reclassifications have been made to the 1996 consolidated
financial statements to conform with the 1997 presentation.


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, 1997 and for the six months ended June 30,
1997 and 1996 were as follows:


<PAGE>



                                                               Unpaid at  
                                                                June 30,  
                                       1997        1996          1997     
                                     -------      ------     -------------
Property management and 
  leasing fees . . . . . . . .       $ 9,246      82,486       1,510,131  
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.. .        78,278     105,347          74,374  
                                     -------     -------       ---------  
                                     $87,524     187,833       1,584,505  
                                     =======     =======       =========  

     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 $2,186,007 at June 30, 1997 and December
31, 1996, which consists of management fees and leasing commissions of
$1,510,131 (included in the table above) and advances of $675,876 payable
to the affiliated manager.

     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
June 30, 1997 (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 Sheet for the periods ending June 30, 1997 and
December 31, 1996.


JMB/900

     Occupancy of this building at the end of the quarter remained at 98%.

     The building's major tenant, Schulte, Roth & Zabel (120,991 square
feet with a lease expiration date of May 31, 2000), has requested, and
JMB/900 has submitted, a proposal for early renewal.  As of the date of
this report, no formal response to JMB/900's proposal has been received
from the tenant. There are no assurances that an early renewal of this
tenant 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 releasing costs associated with leases which expire in 1999
and 2000 (approximately 50% of the building).  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 1997, approximately $4,703,000 has been deposited into
escrow from net cash flow from property operations.

     JMB/900 is currently involved in litigation.  Current discussions
involve a settlement whereby JMB/900 would purchase all the unaffiliated
venture partner interests in the property.  There are no assurances that a
settlement will be finalized on this or any terms.  The Partnership will
not commit additional capital to the purchase of the unaffiliated venture
partner interests 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.



<PAGE>


CALIFORNIA PLAZA

     Net cash flow continues to be escrowed with the lender (included in
escrow deposits and restricted securities) pursuant to the December 1993
loan modification.  The property was classified as held for sale or
disposition as of December 31, 1996, and therefore, has not been subject to
continued depreciation.  The Partnership recorded a provision for value
impairment of $7,200,000 as of January 1, 1996 to reflect the then
estimated fair value of the property based upon an analysis of discounted
cash flows of the property over the expected holding period.


SPRINGBROOK SHOPPING CENTER

     As a result of non-payment of debt service, in January 1997, the
lender realized upon its security and took title to the property in full
satisfaction of the loan secured by the property.

     The property was classified as held for sale or disposition as of
April 1, 1996, and therefore, has not been subject to continued
depreciation.  The Partnership recorded a provision for value impairment of
$1,400,000 as of January 1, 1996 to reflect the then estimated fair value
of the property based upon an analysis of discounted cash flows of the
property over the expected holding period. Due to such provision, the
Partnership did not recognize a significant gain or loss for financial
reporting purposes on the transfer of title.  However, the accompanying
consolidated financial statements do include $3,433,368 of extraordinary
gain on extinguishment of debt upon the lender taking title to the property
for the six months ended June 30, 1997.  The Partnership expects to record
a loss in 1997 of approximately $5,000,000 on the disposition of the
property for Federal income tax purposes.

PIPER JAFFRAY TOWER

     The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $96,126,673 is outstanding
as of June 30, 1997.  The lender is essentially entitled to all operating
cash flow.  Excess cash flow generated during 1996 of $741,627 was remitted
to the lender in April 1997 from cash held by the venture.

     In addition, 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.  JMB/Piper anticipates exploring refinancing
alternatives during the remainder of 1997.  Such refinancing would only be
possible if the underlying lender would accept a discounted payoff and
would also likely require additional capital contributions from the
Partnership and its affiliated partner.  There are no assurances that a
refinancing can be achieved.  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.



<PAGE>


     On a monthly basis, JMB/Piper deposits the property management fee
into an escrow account to be used (including interest earned thereon) for
future leasing costs to the extent cash flow is not sufficient to cover
such items.  To date, no escrow funds have been required to be used for
leasing costs.  At June 30, 1997, the balance of such escrow account
totalled approximately $4,332,000.  The manager of the property (which was
an affiliate of the Corporate General Partner through November 1994) has
agreed to defer receipt of its management fee until a later date.  As of
March 31, 1997, the manager has deferred approximately $3,553,381
($1,839,000 of which represents deferred fees due to affiliates through
November 1994, of which $919,500 is the Partnership's share) of management
fees.

     During the second quarter, JMB/Piper executed an amendment to the
existing lease agreement with Popham Haik ("Popham").  Under the terms of
the agreement, Popham immediately surrendered approximately 57,000 square
feet of leased space leaving approximately 47,000 square feet occupied. 
Popham continued to pay rent and all charges in accordance with its
original lease on the remaining and give-back space through July 31, 1997. 
Popham's rent on the remaining square footage increased to a market rate
effective on August 1, 1997.  There will be no adjustment to the lease
expiration date on the remaining space.  The underlying lender has approved
the terms of this agreement.  Concurrently with the execution of the
agreement with Popham, JMB/Piper finalized a lease with a law firm to
occupy 12,691 square feet of the Popham give-back space during the third
quarter of 1997.

     Piper Jaffray Inc. ("Piper Jaffray") occupying 310,111 square feet or
approximately 43% of the building's rentable square feet, has leased an
additional 22,712 square feet of space currently under lease to another
tenant with a lease expiration date of December 31, 1997.  Piper Jaffray's
lease start date will be January 1, 1998 with a lease expiration date
coterminous with the remainder of its space on March 31, 2000.  JMB/Piper
continues to work on an early renewal of Piper Jaffray's lease.  Such
renewal, if it occurs, will likely require JMB/Piper to commit a
substantial amount of funds in order to rehabilitate Piper Jaffray's space
or otherwise to provide incentive for Piper Jaffray to remain in the
building in lieu of moving to one of several proposed new office building
developments in Minneapolis.  Any modification or renewal of this lease
would require the approval of the lender.  There are no assurances that an
early renewal of the Piper Jaffray lease will be achieved.

260 FRANKLIN STREET BUILDING

     The office market in the Financial District of Boston remains
competitive due to new office building developments and layoffs, cutbacks
and consolidations by financial service companies.  The effective rental
rates achieved upon re-leasing have been substantially below the rates
which were received under the previous leases for the same space.  The
property is currently expected to operate at a deficit for 1997 and for
several years thereafter.

     The long-term mortgage loan in the original principal amount of
approximately $75,000,000 matured January 1, 1996.  260 Franklin, as of
such date, began submitting the net operating cash flow of the property to
the lender while seeking an extension or refinancing of the loan.  The
joint venture reached agreements with the lender for extensions of the
mortgage loan through January 1, 1997 and again through January 1, 1998. 
In addition to substantially the same terms as were in effect prior to such
extensions, the agreement requires that the property submit net operating
cash flow of the property to the lender.  In addition, the lender has
indicated that it is unlikely the loan will be extended beyond January 1,
1998.  If 260 Franklin is unable, upon ultimate maturity of the loan, to
refinance the loan to the property, the Partnership may decide not to
commit any significant additional funds.  This may result in 260 Franklin
and the Partnership no longer having an ownership interest in the property.

In such event, 260 Franklin and the Partnership would recognize a net gain
for financial reporting and Federal income tax purposes with no
distributable proceeds.


<PAGE>


     The Partnership and 260 Franklin venture recorded a provision for
value impairment of $17,400,000 as of January 1, 1996, to reflect the then
estimated fair value of the property based upon the use of an appropriate
capitalization rate applied to the property's net operating income.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $183,066,000 as of June 30, 1997), 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 $4,628,000 at June 30,
1997 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 property.

     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 ownership interest in the
property would likely 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.

RIVEREDGE PLACE BUILDING

     The Partnership ceased making debt service payments effective July 1,
1992, and had been seeking to modify the mortgage note which matured
January 1, 1996 (with a principal balance of $18,166,294 and accrued
interest of approximately $12,600,000 at June 30, 1997).  The property has
generated approximately $6,300,000 and $5,285,000 of cumulative cash flow
as of June 30, 1997 and December 31, 1996, respectively, since the
Partnership ceased making monthly debt service payments.  Such cash flow
will likely be remitted to the lender and therefore these amounts are
included in other restricted securities in the consolidated financial
statements.  The Partnership has decided, based upon current market
conditions and other considerations relating to the property and the
Partnership's portfolio, not to commit significant additional amounts to
the property and, based upon the current status of negotiations with the
lender, is currently marketing the property for sale in the lender's
behalf.  A sale of the property would result in the Partnership no longer
having an ownership interest in the property and would result in a net gain
for financial reporting and Federal income tax purposes.  The mortgage note
has been classified as a current liability in the accompanying consolidated
financial statements at June 30, 1997 and December 31, 1996.  The RiverEdge
Place Building was approximately 96% occupied at June 30, 1997.  The
property has been classified as held for sale or disposition as of December
31, 1996, and therefore, has not been subject to continued depreciation.

NEWPARK MALL

     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 Mall approached the NewPark
joint venture regarding a sale of the Emporium 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.  The transactions closed on April 22, 1997 and the joint venture
received net proceeds of approximately $2,000,000, of which the
Partnership's share was approximately $900,000, which has been retained by


<PAGE>


the property for possible tenant improvements and leasing costs related to
potential future leases.  The Partnership recognized a gain for financial
reporting purposes of approximately $987,600.  The Partnership will
recognize a gain for Federal income tax purposes in 1997.

     The NewPark joint venture, in accordance with SFAS 121, recorded a
provision for value impairment at June 30, 1996 in the amount of $8,600,000
of which the Partnership's share is $3,870,000.  Such provision was
recorded to reduce the venture's carrying value of the investment property
to its then estimated fair market value based upon an analysis of the
discounted estimated future cash flows over the projected holding period.

JMB/125

     In November 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Ltd. ("O&Y") reached an agreement to settle their dispute
regarding 125 Broad and its property.  Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released its venture partners (the "O&Y partners") from any claims related
to 125 Broad.  In return, JMB/125 received an unsecured promissory note in
the principal amount of $5 million bearing simple interest at 4.5% per
annum with all principal and accrued interest due at maturity in October
1999, subject to mandatory prepayments of principal and interest or
acceleration of the maturity date under certain circumstances.  In
addition, JMB/125 received a release from any claims of certain O&Y
affiliates and generally was to be indemnified against any liability as a
general partner of 125 Broad.  JMB/125 was also relieved of any obligation
to contribute cash to 125 Broad in the amount of its deficit capital
account balance.  Affiliates of O&Y subsequently filed a pre-arranged
bankruptcy plan for reorganization of 125 Broad under Chapter 11 of the
Bankruptcy Code in order to facilitate 125 Broad's transfer of the office
building to the mortgage lender in satisfaction of the mortgage debt and
other claims.  In January 1995, the plan for reorganization was approved by
the bankruptcy court, was consummated, and the bankruptcy was concluded. 
In October 1995, the makers of the $5 million promissory note payable to
JMB/125 filed for protection from creditors under Chapter 11 of the
Bankruptcy Code.  Pursuant to the bankruptcy reorganization of the makers
of the note, JMB/125, as an unsecured creditor, received limited
partnership interests and a convertible note in a reorganized entity that
has majority or controlling interests in six office buildings in New York,
New York and Boston, Massachusetts.  The assigned value, as of the
bankruptcy confirmation date, of the interests and note received by JMB/125
was approximately $400,000.  The convertible note was fully reserved due to
the uncertainty of the realizable value of the note.  In June 1997, the
convertible note receivable for $297,000 was collected on by JMB/125
resulting in the recognition of gain, of which the Partnership's share is
$174,654.


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 1996
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of June 30, 1997 and December 31, 1996 and for the
three and six months ended June 30, 1997 and 1996.





<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.

     After reviewing the remaining properties and the competitive
marketplaces in which they operate, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable.  The affairs of the
Partnership are expected to be wound up no later than 1999 (sooner if the
properties are sold or disposed in the nearer term), barring unforeseen
economic developments.

     At June 30, 1997, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $19,600,000.  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 other
working capital requirements, including the Partnership's share of
potential future deficits, capital improvements, and financing or loan
restructuring costs at certain of the Partnership's investment properties,
and potential future distributions to partners.  In addition, the General
Partners and their affiliates have previously deferred management and
leasing fees payable to them in the aggregate amount of approximately
$2,650,000 (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 are expected to be paid in the future.  Anticipated
deficits for 1997, including those for expected tenant improvement and
other lease inducement costs, at the 260 Franklin office building are
expected to be paid out of the joint venture's restricted reserve account. 
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 withholding requirements) to the Holders
of Interests and the General Partners effective as of the first quarter of
1992.

     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
Interests 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.

RESULTS OF OPERATIONS

     The decrease in the balance of escrow deposits and restricted
securities at June 30, 1997 as compared to December 31, 1996 is primarily
due to the payment of approximately $2,000,000 for mortgage interest and
tenant improvements at the Cal Plaza and 260 Franklin office buildings from
these accounts.

     The increase in other restricted securities at June 30, 1997 as
compared to December 31, 1996 is due to the segregation of cumulative cash
flow from the RiverEdge Place office building.  Such restricted amounts are
anticipated to be remitted to the property's lender.



<PAGE>


     The decreases in properties held for sale or disposition, current
portion of long-term debt, and accrued real estate taxes at June 30, 1997
as compared to December 31, 1996 are primarily due to the lender obtaining
legal title to the Springbrook Shopping Center in January 1997.

     The increase in investment in unconsolidated ventures, at equity at
June 30, 1997 as compared to December 31, 1996 is primarily due to gain
recognized on the sale of the Emporium Capwell building at NewPark Mall.

     Reductions in income and expense items for the three and six months
ended June 30, 1997 as compared to the same periods in 1996 are due
primarily to the sale of the Woodland Hills and Dunwoody Crossing apartment
complexes in May 1996 and the lender obtaining title to the Springbrook
Shopping Center in January 1997.  The decrease in mortgage interest expense
is substantially offset by the higher interest accrued on the amended and
restated promissory note secured by the Partnership's interest in the Wells
Fargo Center South Tower.  In addition to the sales and disposition above,
the reduction in depreciation expense is due to the Cal Plaza and RiverEdge
properties being classified as held for sale or disposition as of December
31, 1996 and therefore no longer being subject to continued depreciation.

     The provisions for value impairment in 1996 relates to reductions in
the carrying values of the Cal Plaza property ($7,200,000), 260 Franklin
Street Building ($17,400,000), and Springbrook Shopping Center
($1,400,000).

     The increase in the Partnership's share of earnings (loss) from
operations of unconsolidated ventures' for the three and six months ended
June 30, 1997 as compared to the same periods in 1996 is primarily due to
Partnership's suspension of loss recognition in 1997 on its restructured
investment in Wells Fargo Center South Tower.

     The decrease in venture partner's share of venture operations for the
three and six months ended June 30, 1997 as compared to the same period in
1996 is due to the sale of the Dunwoody Crossing Apartment complex in 1996.

     The gain on liquidation of investment in venture for the three and six
months ended June 30, 1997 represents gain recognized after the liquidation
of the Partnership's interest in Villages Northeast Associates.

     The gain on sale of Partnership's investments in unconsolidated
ventures for the three and six months ended June 30, 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, gain on the
sale of the Emporium Capwell building at NewPark Mall, and recognition of
previously deferred gain from collection of principal on the note
receivable relating to the investment in 125 Broad.  The gain on sale of
Partnership's investments in unconsolidated ventures for the three and six
months ended June 30, 1996 relates to the recognition of previously
deferred gain from the sale of JMB/Owing's interest in the Owings Mills
Limited Partnership.

      The extraordinary item - gain on forgiveness of indebtedness of
$3,433,368 for the six months ended June 30, 1997 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.  The gain for the six months ended June 30, 1996 represents
the retirement of the mortgage notes of the 160 Spear Street ($31,158,453)
and 21900 Burbank Buildings ($4,622,203) in full satisfaction upon transfer
of title of the properties to the respective lenders in 1996.

     The cumulative effect of an accounting change for the six months ended
June 30, 1996 represents provisions in 1996 to record value impairment on
the 160 Spear Street ($26,000,000) and 21900 Burbank Buildings ($4,000,000)
in compliance with SFAS 121.




<PAGE>


PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     In July, 1992, the Partnership ceased making debt service payments on
the mortgage loan secured by the RiverEdge Place Building (with a principal
balance of $18,166,294 and accrued interest of approximately $12,600,000 at
June 30, 1997).

     Reference is also made to the respective Note for the RiverEdge
investment property in the Notes to Consolidated Financial Statements filed
with this quarterly report for further discussion of the default under this
loan, which 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 1997.

<CAPTION>
                                                        1996                               1997               
                                     --------------------------------------     ------------------------------
                                       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. . . . . .     97%        98%        98%        98%      98%      98%
2. Piper Jaffray Tower 
     Minneapolis, Minnesota. . . .     98%        98%        98%        98%      99%      99%
3. RiverEdge Place
     Fulton County (Atlanta), 
     Georgia . . . . . . . . . . .     90%        91%        90%        96%      97%      96%
4. Wells Fargo Center 
     - IBM Tower
     Los Angeles, California . . .     95%        97%        92%        92%      93%      90%
5. 260 Franklin Street Building
     Boston, Massachusetts . . . .     96%        95%        96%        96%      96%      97%
6. California Plaza
     Walnut Creek, California. . .     91%        89%        89%        90%      90%      96%
7. NewPark Mall
     Newark (Alameda County), 
     California. . . . . . . . . .     79%        79%        77%        78%      76%      75%
8. Springbrook Shopping Center
     Bloomingdale, Illinois. . . .     69%        55%        53%        53%      N/A      N/A

<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 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 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 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 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 filed herewith.

           27.      Financial Data Schedule

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

           (b)      No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.




<PAGE>


                                SIGNATURES



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


                 CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

                 BY:   JMB Realty Corporation
                       (Corporate General Partner)




                       By:   GAILEN J. HULL
                             Gailen J. Hull, Senior Vice President
                       Date: August 8, 1997


     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 8, 1997