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, 1999                                  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 . . . . . . . . . . . . . . .      15



PART II     OTHER INFORMATION


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

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






<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                         CONSOLIDATED BALANCE SHEETS

                    MARCH 31, 1999 AND DECEMBER 31, 1998

                                 (UNAUDITED)


                                   ASSETS
                                   ------

                                             MARCH 31,       DECEMBER 31,
                                               1999             1998     
                                           -------------     ----------- 
Current assets:
  Cash and cash equivalents . . . . . . .   $ 15,970,717      26,998,190 
  Interest, rents and other 
    receivables . . . . . . . . . . . . .      1,474,257         787,105 
  Current portion of notes 
    receivable. . . . . . . . . . . . . .         63,741          63,741 
  Escrow deposits and restricted 
    securities. . . . . . . . . . . . . .     14,071,906       2,384,098 
  Prepaid expenses. . . . . . . . . . . .      1,482,553           --    
                                            ------------    ------------ 
        Total current assets. . . . . . .     33,063,174      30,233,134 
                                            ------------    ------------ 
    Properties held for sale 
      or disposition. . . . . . . . . . .    143,164,988      46,193,322 
                                            ------------    ------------ 

Investment in unconsolidated 
  ventures, at equity . . . . . . . . . .        398,908       9,734,036 
Deferred expenses . . . . . . . . . . . .      3,074,326       1,116,015 
Accrued rents receivable. . . . . . . . .      5,119,915       1,729,398 
Long-term portion of note 
  receivable. . . . . . . . . . . . . . .        171,832         181,628 
                                            ------------    ------------ 
                                            $184,993,143      89,187,533 
                                            ============    ============ 



<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,
                                               1999             1998     
                                           -------------     ----------- 

Current liabilities:
  Current portion of long-term debt . . .   $ 63,723,440           --    
  Accounts payable. . . . . . . . . . . .      3,213,919       2,322,676 
  Accrued interest payable. . . . . . . .        687,684           --    
  Note payable. . . . . . . . . . . . . .      2,500,000           --    
  Other current liabilities . . . . . . .        639,554         639,554 
                                            ------------    ------------ 
        Total current liabilities . . . .     70,764,597       2,962,230 

Tenant security deposits. . . . . . . . .      1,304,500         303,287 
Investment in unconsolidated 
  ventures, at equity . . . . . . . . . .      6,168,674       6,108,130 
Deferred income . . . . . . . . . . . . .        409,710         532,623 
Other liabilities . . . . . . . . . . . .        430,429         430,429 
Long-term debt, less current 
  portion . . . . . . . . . . . . . . . .    143,677,254     118,190,463 
                                            ------------    ------------ 
Commitments and contingencies

        Total liabilities . . . . . . . .    222,755,164     128,527,162 

Venture partner's subordinated equity
  in venture. . . . . . . . . . . . . . .      9,569,401           --    

Partners' capital accounts (deficits):
   General partners:
    Capital contributions . . . . . . . .         20,000          20,000 
    Cumulative net earnings (losses). . .    (19,691,426)    (19,637,903)
    Cumulative cash distributions . . . .     (1,445,867)     (1,445,867)
                                            ------------    ------------ 
                                             (21,117,293)    (21,063,770)
                                            ------------    ------------ 
   Limited partners:
    Capital contributions, 
      net of offering costs . . . . . . .    384,978,681     384,978,681 
    Cumulative net earnings (losses). . .   (344,573,745)   (343,289,185)
    Cumulative cash distributions . . . .    (66,619,065)    (59,965,355)
                                            ------------    ------------ 
                                             (26,214,129)    (18,275,859)
                                            ------------    ------------ 
        Total partners' capital 
          accounts (deficits) . . . . .      (47,331,422)    (39,339,629)
                                            ------------    ------------ 
                                            $184,993,143      89,187,533 
                                            ============    ============ 








        See accompanying notes to consolidated financial statements.


<PAGE>


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

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (UNAUDITED)

                                                   1999          1998    
                                                ----------    ---------- 
Income:
  Rental income . . . . . . . . . . . . . . . .$ 8,153,362     2,447,456 
  Interest income . . . . . . . . . . . . . . .    431,867       323,855 
                                               -----------   ----------- 
                                                 8,585,229     2,771,311 
                                               -----------   ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . .  5,246,158     3,170,114 
  Property operating expenses . . . . . . . . .  3,160,796       857,412 
  Professional services . . . . . . . . . . . .    215,646       165,374 
  Amortization of deferred expenses . . . . . .    256,848       121,628 
  General and administrative. . . . . . . . . .    196,747       316,161 
                                               -----------   ----------- 
                                                 9,076,195     4,630,689 
                                               -----------   ----------- 
                                                  (490,966)   (1,859,378)
Partnership's share of earnings (loss) 
  from operations of unconsolidated 
  ventures. . . . . . . . . . . . . . . . . . .    326,846       266,944 
Venture partner's share of venture
  operations. . . . . . . . . . . . . . . . . . (1,173,963)      414,242 
                                               -----------   ----------- 
        Earnings (loss) before gains on 
          sale or disposition of investment
          properties. . . . . . . . . . . . . . (1,338,083)   (1,178,192)

Gain on sale of interest in unconsolidated 
  ventures. . . . . . . . . . . . . . . . . . .      --          115,511 
Gain on disposition of investment property. . .      --       23,212,184 
                                              ------------    ---------- 
        Earnings (loss) before 
          extraordinary items . . . . . . . . . (1,338,083)   22,149,503 
                                              ------------   ----------- 
Extraordinary items:
  Gain on forgiveness of indebtedness . . . . .      --       17,451,802 
                                              ------------   ----------- 
        Net earnings (loss) . . . . . . . . . .$ (1,338,083)  39,601,305 
                                              ============   =========== 

        Net earnings (loss) per limited 
         partnership interest:
          Earnings (loss) before gains on
           sale or disposition of investment 
           properties . . . . . . . . . . . . .$      (2.90)       (2.55)
          Gain on sale of interest in 
            unconsolidated ventures . . . . . .      --              .26 
          Gain on disposition of investment 
            property. . . . . . . . . . . . . .      --            51.80 
          Extraordinary items . . . . . . . . .      --            38.95 
                                              ------------    ---------- 
                                              $      (2.90)        88.46 
                                              ============    ========== 
        Cash distributions per limited 
          partnership interest. . . . . . . . .$      15.00        10.04 
                                              ============    ========== 


        See accompanying notes to consolidated financial statements.


<PAGE>


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

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (UNAUDITED)

                                                 1999            1998    
                                             ------------     ---------- 
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . .$ (1,338,083)    39,601,305 
  Items not requiring (providing) cash or 
   cash equivalents:
    Cash generated by investment 
      property prior to acquisition
      of venture partner's interest . . . . .  (1,320,717)         --    
    Amortization of deferred expenses . . . .     116,936        121,628 
    Long-term debt - deferred accrued 
      interest. . . . . . . . . . . . . . . .   2,089,069      2,054,373 
    Partnership's share of (earnings) 
      loss from operations of uncon-
      solidated ventures. . . . . . . . . . .    (326,846)      (266,944)
    Venture partner's share of ventures'
      operations, gain on sale or 
      disposition of investment 
      properties and extraordinary items. . .   1,173,963       (414,242)
    Gain on sale of interests in 
      unconsolidated ventures . . . . . . . .       --          (115,511)
    Total gain on disposition of 
      investment property . . . . . . . . . .       --       (23,212,184)
    Extraordinary item, including 
      venture partner's share . . . . . . . .       --       (17,451,802)
  Changes in:
    Interest, rents and other receivables . .      36,241         25,591 
    Escrow deposits and restricted 
      securities. . . . . . . . . . . . . . .    (457,006)      (370,073)
    Prepaid expenses. . . . . . . . . . . . .    (159,097)         --    
    Other restricted securities . . . . . . .       --           131,318 
    Accrued rents receivable. . . . . . . . .     195,248        199,621 
    Long-term portion of note receivable. . .       9,796          --    
    Accounts payable. . . . . . . . . . . . .     142,154       (681,529)
    Accrued interest payable. . . . . . . . .       7,050       (400,392)
    Accrued real estate taxes . . . . . . . .       --           159,131 
    Deferred income . . . . . . . . . . . . .    (122,913)      (122,914)
    Tenant security deposits. . . . . . . . .       --           (82,079)
    Other liabilities . . . . . . . . . . . .       --           140,000 
                                             ------------    ----------- 
        Net cash provided by (used in) 
          operating activities. . . . . . . .      45,795       (684,703)
                                             ------------    ----------- 
Cash flows from investing activities:
  Cash acquired at acquisition of 
    venture partner's interest in
    investment property . . . . . . . . . . .   4,872,012          --    
  Additions to investment properties, 
    excluding amounts from escrow 
    deposits and restricted securities. . . .     (40,818)       (95,598)
  Cash proceeds from sale of investment 
    property. . . . . . . . . . . . . . . . .       --               200 
  Partnership's distributions from 
    unconsolidated venture. . . . . . . . . .       --         1,000,000 
  Partnership's contributions to 
    unconsolidated ventures . . . . . . . . .  (9,223,900)       (28,488)
  Payment of deferred expenses. . . . . . . .     (26,852)        (2,410)
                                             ------------    ----------- 
        Net cash provided by (used in) 
          investing activities. . . . . . . .  (4,419,558)       873,704 
                                             ------------    ----------- 


<PAGE>


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

              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                 1999            1998    
                                             ------------     ---------- 
Cash flows from financing activities:
  Distributions to venture partners . . . . .       --           (38,797)
  Contributions from venture partners . . . .       --           453,039 
  Distributions to limited partners . . . . .  (6,653,710)    (4,452,037)
                                             ------------    ----------- 
        Net cash provided by (used in) 
          financing activities. . . . . . . .  (6,653,710)    (4,037,795)
                                             ------------    ----------- 
        Net increase (decrease) in 
          cash and cash equivalents . . . . . (11,027,473)    (3,848,794)

        Cash and cash equivalents, 
          beginning of year . . . . . . . . .  26,998,190     24,992,726 
                                             ------------    ----------- 
        Cash and cash equivalents, 
          end of period . . . . . . . . . . .$ 15,970,717     21,143,932 
                                             ============    =========== 

Supplemental disclosure of cash flow 
 information:
  Cash paid for mortgage and other 
    interest. . . . . . . . . . . . . . . . .$  3,150,039      1,516,133 
                                             ============    =========== 
  Non-cash investing and financing 
   activities:
    Non-cash gain recognized on 
      sale of interests in uncon-
      solidated ventures. . . . . . . . . . .$      --           115,511 
                                             ============    =========== 
    Disposition of investment property:
      Purchase price of mortgage
        loan. . . . . . . . . . . . . . . . .$      --        74,891,213 
      Discharge of mortgage loan. . . . . . .       --       (74,891,013)
                                             ------------    ----------- 
          Cash proceeds from disposition
            of investment property. . . . . .$      --               200 
                                             ============    =========== 

Acquisition of venture partner's interest:
  Addition to basis in investment
    property. . . . . . . . . . . . . . . . .$ 34,434,099          --    
  Note payable. . . . . . . . . . . . . . . .  (2,500,000)         --    
  Increase in venture partner's
    deficit in venture and
    partnership's capital . . . . . . . . . . (18,134,099)         --    
  Affiliated venture partner share
    of cash paid. . . . . . . . . . . . . . .  (4,599,540)         --    
                                             ------------   ------------ 
        Partnership's contribution
          to unconsolidated venture
          to acquire venture partner's
          interest in venture . . . . . . . .$  9,200,460          --    
                                             ============   ============ 






        See accompanying notes to consolidated financial statements.


<PAGE>


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

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MARCH 31, 1999 AND 1998

                                 (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-16111) filed on March 22, 1999, 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 1998 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, 1999, 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 $234,522 and $384,680, respectively,
for the three months ended March 31, 1999 and 1998.

     In addition, the accompanying consolidated financial statements
include $245,213 and $204,850, respectively, of the Partnership's share of
total property operations of $237,593 and ($43,293) for unconsolidated
properties for the three months ended March 31, 1999 and 1998,
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 requirement, $130,871 representing such withholding
was remitted in 1999 to the state of Maryland on behalf of the Holders of
Interests.

     Certain amounts in the 1998 consolidated financial statements have
been reclassed to conform with the 1999 presentation.



<PAGE>


TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees and certain of its officers and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments.  Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of March 31, 1999 and for the three months ended
March 31, 1999 and 1998 were as follows:

                                                              Unpaid at   
                                                               March 31,  
                                      1999         1998         1999      
                                    --------      ------     -------------
Property management and 
  leasing fees. . . . . . . . .     $   --          --         1,057,092  
Advances payable. . . . . . . .         --          --           675,876  
Insurance commissions . . . . .        1,706        --             --     
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. . .       30,587      21,555          28,829  
                                    --------     -------       ---------  
                                    $ 32,293      21,555       1,761,797  
                                    ========     =======       =========  

     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, 1999 and
December 31, 1998, which consists of management fees and leasing
commissions of $1,057,092 and advances of $675,876 payable to the
affiliated manager (included in the table above).  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.  In connection with the sale of the 260
Franklin Street building, the Partnership assumed the liability for its
prorata share of the unpaid fees, which amount was transferred to the
accounts of the Partnership upon the sale of 260 Franklin.  As of March 31,
1999, $1,057,092 of management and leasing fees remained payable (as a
result of the escrowing of certain 1995 and prior years' management and
leasing fees payable to an affiliate of the General Partners and JMB's
payment pursuant to its guarantee of the fees to the unaffiliated property
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
March 31, 1999 (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, 1999 and
December 31, 1998.



<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 management
termination agreement for the three months ended March 31, 1999 and 1998
was approximately $15,000 and $19,300, respectively.

JMB/900

     Occupancy of this building at the end of the first quarter of 1999 was
100%.

     Progress Partners had been negotiating with the building's major
tenant, Schulte, Roth & Zabel (139,948 square feet with a lease expiration
date of May 31, 2000), for an early renewal and expansion of its lease. 
However, in the second quarter of 1998, the tenant informed Progress
Partners of its intent to vacate all of its space upon the expiration of
its current lease.

     The terms of the JMB/900 venture agreement generally provide that
JMB/900's share of Progress Partners' cash flow, sale or refinancing
proceeds and profits or losses will be distributed or allocated to the
Partners in proportion to its 66-2/3% share of capital contributions.

     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 1999, approximately $935,000 has been
deposited into escrow from net cash flow from property operations.  The
escrow balance at March 31, 1999 was approximately $11,231,000.

     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 effected a settlement with
MDIFC by purchasing its claims.  JMB/900 pursued certain claims against the
Venture Partners in the bankruptcy forum and 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 asserted claims against the venture and JMB/900 including
claims for unpaid Guaranteed Payments in the purported amount of $36
million.  JMB/900 denied that such claims were due and owing and contended
that, in any event, such claims were offset by PPI's failure to pay
interest in the aggregate amount of approximately $36 million on a $20
million loan to PPI.  To the extent that JMB/900 would have been 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
have been allocated to other unsecured creditors of PPI and JRA and,
therefore, JMB/900 might not have received the full amount of the interest
due on the $20 million loan.  However, JMB/900's contributions would have
created a preferred return level payable out of future net cash flow or net
sale or refinancing proceeds.  Furthermore, JMB/900 took the position that
to the extent that it did not receive annual distributions equal to the
interest payable on the $20,000,000 loan, JMB/900's preferred return
deficiency would be increased by the amounts not received, but the Venture
Partners disputed this characterization.



<PAGE>


     In July 1998, JMB/900 entered into an agreement with the Venture
Partners and a judgment creditor of JRA and PPI (such judgment creditor,
JRA and PPI, are hereinafter collectively referred to as the "Progress
Parties") to resolve outstanding claims.  The agreement was subject to
occurrence of various terms and conditions, which failed to occur.  In a
further effort to resolve outstanding claims and to place JMB/900 in a
position to control and market the 900 Third Avenue property, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement").  The Settlement Agreement
generally provides for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property including,
without limitation, any claims by the Venture Partners to Guaranteed
Payments and any claims by Progress Partners for capital contributions from
JMB/900.  Under the Settlement Agreement and related transactions, JMB/900
and an affiliate acquired all of the right, title and interest of the
Progress Parties in the property, Progress Partners and PC-900 and resolved
all outstanding litigation in exchange for a total payment of $16.0
million, $13.5 million of which was paid at closing of the Settlement
Agreement with the remaining $2.5 million to be paid upon the earlier of
(i) closing of a sale of the property by Progress Partners or (ii)
January 3, 2000.  In a related agreement and for the payment of $300,000
and the release of various claims, the litigation and claims by and between
the FDIC and JMB/900 were resolved and dismissed.  As part of the
settlement, the limited partnership interests in PC-900 were assigned to
14-15 Office Associates, L.P. ("Office Associates"), in which JMB/900 owns
a 99% limited partnership interest.  P-C 900's interest in Progress
Partners was then transferred to JMB/900 and Office Associates, which are
now the sole remaining partners in Progress Partners.  Amendments to the
joint venture agreement of Progress Partners were made to effectuate the
terms of the settlement and the substitution of partners.

     As the venture has committed to a plan to sell or dispose of the
property, 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, will not be subject to
continued depreciation beyond such date.

     Prior to the settlement, the equity method had been applied in the
accompanying consolidated financial statements with respect to the
Partnership's interest in JMB/900.  Accordingly, the financial statements
did not include the accounts of JMB/900 or Progress Partners.  Effective
with the settlement, the Partnership and its affiliated venture partner
(through JMB/900 and Office Associates) own 66.67% and 33.33% of Progress
Partners, respectively.  Subsequent to the Partnership's acquisition of a
majority interest in Progress Partners, the accounts of JMB/900 and
Progress Partners are included in the accompanying consolidated financial
statements.  The effect of all significant transactions between the
Partnership and the consolidated ventures has been eliminated.  The
payments to acquire the venture partners' interest, the excess of the
Partnership's investment balance over the corresponding capital account in
the venture and the venture partners' deficit for financial reporting
purposes aggregated approximately $34,434,000.  This difference was
accounted for as additional basis in the investment property for financial
reporting purposes.

CALIFORNIA PLAZA

     Occupancy of the building at the end of the first quarter of 1999 was
97%.  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 mortgage note, with a balance of approximately
$63,000,000 matures in January 2000.  In 1998, the venture reached a
settlement agreement with a former tenant and accepted a promissory note in
the principal amount of $275,000 with payments of principal and interest
amortized over five years.  As of March 31, 1999, the outstanding balance
of the note receivable was $235,573, which is included in the current
portion of notes receivable and the long-term portion of note receivable.


<PAGE>


     Effective March 1, 1993, the joint venture ceased making the scheduled
debt service payments on the mortgage loan secured by the property which
was scheduled to mature on January 1, 1997.  Subsequently, the Partnership
made partial debt service payments based on net cash flow of the property
through December 1993 when an agreement was reached with the lender to
modify the loan by reducing the pay rate.  The loan modification reduced
the monthly payments to $384,505, effective with the March 1, 1993 payment.

The maturity date was extended, as a result of this modification, to
January 1, 2000 when the unpaid balance of principal and interest is due
(including the difference between the accrual rate of 10.375% and pay rate
of 8% per annum).  Additionally, the joint venture entered into a cash
management agreement which requires monthly net cash flow to be escrowed
(as defined).  The excess of the monthly cash flow paid from March 1993 to
March 1999 above the 8% interest pay rate has been put into escrow for the
payment of insurance premiums, real estate taxes, and to fund a reserve
account to be used to cover future costs, including tenant improvements,
lease commissions, and capital improvements, approved by the lender.  A
portion of such funds are reserved for the payment of deferred interest and
principal on the mortgage loan.  The escrow balance of approximately
$2,841,000 at March 31, 1999 is reflected in escrow deposits and restricted
securities in the accompanying consolidated financial statements.

     On April 1, 1999, the joint venture entered into a non-binding letter
of intent with an unaffiliated third party to purchase the property.  The
sale is subject to numerous contingencies, including final documentation
and due diligence review by the prospective purchaser.  The joint venture
partner, under the joint venture agreement had a right of first refusal to
purchase the property.  The joint venture partner has elected not to
exercise its right of first refusal to purchase the property.  There can be
no assurance that a sale to the unaffiliated third party will be completed.

PIPER JAFFRAY TOWER

     Occupancy of the building at the end of the first quarter of 1999 was
89%.

     During the third quarter of 1997, Popham informed Piper that effective
in November 1997, it would cease operations as Popham and consolidate with
another law firm, Hinshaw & Culberson ("Hinshaw").  In December 1997, Piper
signed a non-binding letter of intent with Hinshaw to lease 31,920 square
feet of the Popham space for a term of five years, commencing January 1,
1998, at a market rental rate which exceeded Popham's modified rate which
became effective in August 1997.  Popham had paid its modified rent through
the end of 1997.  Commencing in January 1998, Hinshaw began paying rent in
accordance with the letter of intent.  In addition, once a lease was
finalized with Hinshaw in accordance with the letter of intent, Piper had
agreed to terminate Popham's lease (for approximately 47,000 square feet)
effective December 31, 1997 with no further consideration.  In May 1998,
Piper executed the lease with Hinshaw.

     The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $95,741,000 is outstanding
as of March 31, 1999.  The lender is essentially entitled to all operating
cash flow.  During 1998, no excess cash flow was generated.

     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


<PAGE>


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.

     Piper had discussed an early renewal with PJI which occupies 335,684
square feet or approximately 46% of the building's rentable square feet,
with a lease expiration date at March 31, 2000.  Piper and PJI were unable
to come to terms and PJI announced that it would be moving to a new
building (to be built in Minneapolis) upon expiration of its existing lease
in 2000.

     As a result of a flood in 1997, the property incurred significant
repair costs in 1998.  Piper completed such repairs and the balance
(approximately $1,100,000) is expected to be reimbursed by the insurance
carrier in 1999.  JMB/Piper made certain advances to Piper for such costs,
and expects to have the advances repaid upon reimbursement from the
insurance carrier.

     JMB/Piper, on behalf of Piper had explored refinancing alternatives
with the lender.  Although JMB/Piper had intended to pursue further
discussions with the lender concerning possible refinancing and/or loan
modification alternatives, it currently appears unlikely that an agreement
with respect to such a transaction will be made.

260 FRANKLIN STREET BUILDING

     On January 2, 1998, 260 Franklin disposed of, through a trust, the
land, building and related improvements of the 260 Franklin Street
Building.  260 Franklin transferred title to the land, building and
improvements, and 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 in 1998 gains in the aggregate of
approximately $23,200,000 for financial reporting purposes, 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 is included in the consolidated financial statements of the
Partnership.  In addition, 260 Franklin recognized a gain of approximately
$24,400,000 for Federal income tax reporting purposes, of which the
Partnership's share was approximately $17,000,000, 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 disposal of the property.

WELLS FARGO CENTER

     The mortgage note secured by the property (with a balance of
approximately $167,593,000 as of March 31, 1999), 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 $16,568,000 at March 31,
1999 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.



<PAGE>


     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.

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

NEWPARK MALL

     Pursuant to a liquidation agreement dated November 13, 1998, the
Partnership, its affiliated venture partner and its unaffiliated venture
partner dissolved NewPark Associates and distributed all of its assets to
the joint venture partners.  On November 18, 1998, the Partnership and its
affiliated venture partner sold their interest in the net assets of the
NewPark Mall to the unaffiliated joint venture partner for $16,000,000 (of
which the Partnership's share was $14,400,000) less brokerage commissions
and closing costs of approximately $455,000.  As a result of the sale, the
Partnership recognized a gain for financial reporting purposes of
approximately $7,656,000 in 1998, in part as a result of a previous
impairment loss recognized by the Partnership of $3,780,000.  The
Partnership recognized a gain on sale of approximately $4,781,000 for
Federal income tax purposes in 1998.

UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

     Summary income statement information for JMB/Piper and JMB/Piper II
for the three months ended March 31, 1999 and 1998 are as follows:

                                                 1999             1998    
                                              -----------      ---------- 
  Total income from properties 
    (unconsolidated). . . . . . . . . . . .   $ 4,079,855       4,111,899 
                                              ===========      ========== 
  Operating loss of ventures. . . . . . . .   $   520,755         752,186 
                                              ===========      ========== 
  Partnership's share of 
    operating profit (loss) . . . . . . . .   $   260,378         376,093 
                                              ===========      ========== 


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 1998
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of March 31, 1999 and December 31, 1998 and for the
three months ended March 31, 1999 and 1998.



<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.

     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.  In September 1998, an unaffiliated third party made
an unsolicited offer to purchase up to 20,000 Interests at $15 per
Interest.  Such offer expired in October 1998.  As of the date of this
report, the Partnership is aware that 2.05% 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.  The Partnership was recently notified that an unaffiliated
third party intends to make an offer for up to approximately 4.7% of the
outstanding Interest at a price of $11.50 per Interest.  If such offer is
made, the Special Committee will advise Holders of Interests of the Special
Committee's recommendation, if any, in regard to such offer.  There is no
assurance that such offer will be made or, if made, will be on the same
terms described herein.  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 Partnership currently expects that the 900 Third Avenue and
California Plaza investment properties will be sold or disposed of during
1999, barring any unforeseen economic developments.  The Piper Jaffray
Tower investment property may also be sold or disposed of during 1999.  The
Partnership currently expects to retain its interests in Wells Fargo Center
- South Tower beyond 1999.

     At March 31, 1999, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $16,000,000.  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 and working capital requirements.  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.

     As discussed below, in March 1999, JMB/900 settled various claims and
acquired the interests of the FDIC and the unaffiliated venture partners in
Progress Partners, which owns the 900 Third Avenue office building, for
$16,300,000, of which $13,800,000 was paid upon closing of the various
transactions.  In connection with these transactions, the Partnership
contributed its proportionate share (approximately $9,200,000) of the
$13,800,000 contributed to JMB/900.



<PAGE>


     The Partnership and its consolidated ventures have currently budgeted
in 1999 approximately $1,025,000 for tenant improvements and other capital
expenditures.  The Partnership's share of such items and its share of such
similar items for its unconsolidated ventures in 1999 is currently budgeted
to be approximately $1,404,000.  Actual amounts expended in 1999 may vary
depending on a number of factors including actual leasing activity, results
of property operations, liquidity considerations and other market
conditions over the course of the year and whether and when properties are
sold.

     In February 1999, the Partnership made a distribution totalling
$6,653,710 ($15 per Interest) of sale proceeds (primarily related to the
sale of NewPark Mall).  All of the Partnership's investment properties are
restricted as to their use of excess cash flow by escrow agreements
negotiated pursuant to loan modifications.  Due to the property specific
concerns discussed below, the Partnership currently considers only the 900
Third Avenue and California Plaza investment properties to be potential
significant sources of future cash generated from sales.  Although the
Partnership expects to distribute proceeds from the sale of the 900 Third
Avenue and California Plaza investment properties, 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 particular, 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.

     In July 1998, JMB/900 entered into an agreement with the Venture
Partners and a judgment creditor of JRA and PPI (such judgment creditor,
JRA and PPI, are hereinafter collectively referred to as the "Progress
Parties") to resolve outstanding claims.  The agreement was subject to
occurrence of various terms and conditions, which failed to occur.  In a
further effort to resolve outstanding claims and to place JMB/900 in a
position to control and market the 900 Third Avenue property, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement").  The Settlement Agreement
generally provides for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property including,
without limitation, any claims by the Venture Partners to Guaranteed
Payments and any claims by Progress Partners for capital contributions from
JMB/900.  Under the Settlement Agreement and related transactions, JMB/900
and an affiliate acquired all of the right, title and interest of the
Progress Parties in the property, Progress Partners and PC-900 and resolved
all outstanding litigation in exchange for a total payment of $16.0
million, $13.5 million of which was paid at closing of the Settlement
Agreement with the remaining $2.5 million to be paid upon the earlier of
(i) closing of a sale of the property by Progress Partners or (ii)
January 3, 2000.  In a related agreement and for the payment of $300,000
and the release of various claims, the litigation and claims by and between


<PAGE>


the FDIC and JMB/900 were resolved and dismissed.  As part of the
settlement, the limited partnership interests in PC-900 were assigned to
14-15 Office Associates, L.P. ("Office Associates"), in which JMB/900 owns
a 99% limited partnership interest.  P-C 900's interest in Progress
Partners was then transferred to JMB/900 and Office Associates, which are
now the sole remaining partners in Progress Partners.  Amendments to the
joint venture agreement of Progress Partners were made to effectuate the
terms of the settlement and the substitution of partners.

     The Partnership modified the loan secured by the California Plaza
Office Building on December 22, 1993.  As more fully discussed in the
Notes, the loan modification reduced the pay rate of monthly interest only
payments to 8% per annum, effective February 1993, extended the loan
maturity date to January 1, 2000, and requires the net cash flow of the
property to be escrowed (as defined) with a portion to be used to fund a
reserve account.  The venture also funded $500,000 into the reserve account
as required by the modification agreement.  This reserve account (including
interest earned thereon) is to be used to fund future costs, including
tenant improvements, leasing commissions and capital improvements, approved
by the lender (none used as of March 31, 1999).  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.  The mortgage
loan secured by the property matures on January 1, 2000.  The Partnership
currently expects that the property will be sold during 1999.  In the event
such sale does not occur during 1999, the joint venture that owns the
property expects to seek an extension or refinancing of the loan.

     On April 1, 1999, the joint venture entered into a non-binding letter
of intent with an unaffiliated third party to purchase the property.  The
sale is subject to numerous contingencies, including final documentation
and due diligence review by the prospective purchaser.  The joint venture
partner, under the joint venture agreement had a right of first refusal to
purchase the property.  The joint venture partner has elected not to
exercise its right of first refusal to purchase the property.  There can be
no assurance that a sale to the unaffiliated third party will be completed.

RESULTS OF OPERATIONS

     Significant fluctuations in the accompanying consolidated financial
statements are due to the acquisition by JMB/900 of the interests of the
FDIC and the unaffiliated venture partners in Progress Partners in March
1999.  As a result of these transactions, the Partnership through JMB/900
owns a majority interest in Progress Partners, thereby, including all
accounts of the venture in the consolidated financial statements at
March 31, 1999.

     The decrease in cash and cash equivalents at March 31, 1999 as
compared to December 31, 1998 is primarily due to the distribution in
February 1999 of previously undistributed sale proceeds, and the
acquisition by JMB/900 of the interests of the FDIC and the unaffiliated
venture partners in Progress Partners, partially offset by the inclusion of
cash acquired upon consolidation of Progress Partners as a result of those
acquisitions.

     The increase in current portion of long-term debt at March 31, 1999 as
compared to December 31, 1998 is due to the note at the California Plaza
Office Building now being classified as current due to its maturity in
January 2000.

     The decrease in deferred income at March 31, 1999 as compared to
December 31, 1998 is due to the amortization of a lease amendment fee which
is being recognized as income over the remaining term of the tenant's
original lease at the California Plaza Office Building.



<PAGE>


     The increase in the Partnership's share of operations of
unconsolidated ventures for the three months ended March 31, 1999 as
compared to the same period in 1998 is primarily due to the classification
of the 900 Third Avenue office building as held for sale as of July 1998,
and therefore, not subject to continued depreciation, offset by the sale of
the Partnership's interest in the NewPark Mall in November 1998, and the
cessation of the equity method with respect to the Partnership's interest
(through JMB/900) in Progress Partners after March 17, 1999 when the
Progress Partners' accounts were consolidated with those of the
Partnership.

     The increase in venture partner's share of venture operations at
March 31, 1999 as compared to the same period in 1998 is due to the
unaffiliated venture partners' interests in Progress Partners now being
included in the consolidated financial statements.

     The gain on sale of interest in unconsolidated ventures for the three
months ended March 31, 1998 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
disposition 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.

YEAR 2000

     The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year.  Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.  In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.

     The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors.  Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects.  Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999.

     The property manager for 900 Third Avenue and Piper Jaffray Tower has
conducted assessments of various aspects of these properties' respective
operating systems in regard to their year 2000 compliance.  In general,
such assessments were performed through written inquiries to third party
vendors and service personnel for these properties and, to some extent,
testing of some of the components at these properties.  Based upon the
information received from the property manager, the Partnership believes
that the major operating systems for these properties, including HVAC
controls, elevators and alarm and safety systems, are or will be year 2000


<PAGE>


compliant in all material respects.  Certain of the operating systems at
these properties require minor upgrading, which has been undertaken and
completed, or will be undertaken and completed in the near future, without
the incurrence of material expense.  The Partnership does not have
information concerning the extent to which the Wells Fargo Center-South
Tower is year 2000 compliant, but will seek to obtain such information in
the near future.  However, the Partnership does not believe that it is
obligated for year 2000 compliance for the Wells Fargo Center-South Tower. 
In addition, the Partnership has only limited information with respect to
the year 2000 compliance of California Plaza and intends to seek additional
information in this regard.

     Given its limited operations, the Partnership believes that its
accounting, transfer agent and most of its other administrative systems
functions could, if necessary, be performed manually (i.e., without
significant information technology) for an extended period of time without
a material increase in costs to the Partnership.  However, due to its
limited information concerning the year 2000 compliance of California
Plaza, the Partnership has not yet determined to what extent it may incur
expenses with respect to year 2000 compliance.

     The Partnership is relying on the information obtained and
representations made by the property manager, as well as the
representations made by third party vendors and service personnel, for 900
Third Avenue and Piper Jaffray Tower regarding the ability of those
properties to be year 2000 compliant in all material respects.  The
Partnership is also relying on the assessments made by the property manager
of the third party vendors and service personnel to be contacted in regard
to those properties' year 2000 compliance.  In the event that the
Partnership's investment properties are not year 2000 compliant in all
material respects, the relevant investment property or properties could
experience various operational difficulties, such as possible systems
failures.  Such operational difficulties could result in remediation and,
under certain circumstances, possibly other costs and expenses.  If such
were to occur, there is no assurance that such costs and expenses would
not, under certain circumstances, have a material adverse effect on the
Partnership or its investment in 900 Third Avenue, Piper Jaffray Tower
and/or California Plaza in the event such properties are not sold during
1999.




<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 1999.

<CAPTION>
                                                        1998                               1999               
                                     --------------------------------------     ------------------------------
                                       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%       100%        99%        97%     100%
2. Piper Jaffray Tower 
     Minneapolis, Minnesota . . . .    93%        89%        89%        89%      89%
3. Wells Fargo Center 
     - IBM Tower
     Los Angeles, California. . . .    90%        90%        90%        85%      86%
4. California Plaza
     Walnut Creek, California . . .   100%        96%        96%        97%      97%

<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.

           10-A.    Assignment of Partnership Interest between Federal
Deposit Insurance Corporation and 14-15 Office Associates, L.P., dated
March 10, 1999 is hereby filed herewith.

           10-B.    Assignment of Partnership Interest between P-C 900
Third Associates and 14-15 Office Associates, L.P. and 900 3rd Avenue
Associates, dated March 22, 1999 is hereby filed herewith.

           10-C.    Assignment of Partnership Interest between 900 Realty,
LLC and 900 3rd Avenue Associates dated March 22, 1999 is hereby filed
herewith.

           10-D.    Amendment No. 2 to Amended and Restated Agreement of
General Partnership for Progress Partners dated March 17, 1999 is hereby
filed herewith.

           10-E.    Amendment No. 3 to Amended and Restated Agreement of
General Partnership for Progress Partners dated March 22, 1999 is hereby
filed herewith.

           10-F.    Settlement Agreement and Release between Progress
Properties, Inc., J.R.A. Realty Corporation, P-C 900 Third Associates, 900
Realty LLC and 900 3rd Avenue Associates dated March 17, 1999 is hereby
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: May 12, 1999


     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 12, 1999