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, 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 . . . . . . . . . . . . . . .      17



PART II     OTHER INFORMATION


Item 5.     Other Information . . . . . . . . . . . . . . . . .      22

Item 6.     Exhibits and Reports on Form 8-K. . . . . . . . . .      23






<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, 1999 AND DECEMBER 31, 1998

                                                    (UNAUDITED)


                                                      ASSETS
                                                      ------
<CAPTION>
                                                                                   JUNE 30,       DECEMBER 31,
                                                                                    1999             1998
                                                                                -------------     -----------
<S>                                                                            <C>               <C>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . .      $ 16,749,125      26,998,190
  Interest, rents and other receivables . . . . . . . . . . . . . . . . . .           363,280         787,105
  Current portion of notes receivable . . . . . . . . . . . . . . . . . . .            63,741          63,741
  Escrow deposits and restricted securities . . . . . . . . . . . . . . . .        14,395,505       2,384,098
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,574,403           --
                                                                                 ------------    ------------
        Total current assets. . . . . . . . . . . . . . . . . . . . . . . .        34,146,054      30,233,134
                                                                                 ------------    ------------
    Properties held for sale or disposition . . . . . . . . . . . . . . . .       143,180,159      46,193,322
                                                                                 ------------    ------------

Investment in unconsolidated ventures, at equity. . . . . . . . . . . . . .           479,570       9,734,036
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,845,967       1,116,015
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . . .         4,731,957       1,729,398
Long-term portion of note receivable. . . . . . . . . . . . . . . . . . . .           165,038         181,628
                                                                                 ------------    ------------
                                                                                 $185,548,745      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)
                               -----------------------------------------------------

                                                                                   JUNE 30,       DECEMBER 31,
                                                                                    1999             1998
                                                                                -------------     -----------
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . . . .      $ 64,097,034           --
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,340,764       2,322,676
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . .           688,438           --
  Note payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,500,000           --
  Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . .           639,554         639,554
                                                                                 ------------    ------------
        Total current liabilities . . . . . . . . . . . . . . . . . . . . .        70,265,790       2,962,230
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . .         1,304,500         303,287
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . . .         6,173,460       6,108,130
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           286,797         532,623
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           430,429         430,429
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . . .       145,188,468     118,190,463
                                                                                 ------------    ------------
Commitments and contingencies

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . .       223,649,444     128,527,162
Venture partner's subordinated equity in venture. . . . . . . . . . . . . .        10,057,365           --
Partners' capital accounts (deficits):
   General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . . . .            20,000          20,000
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . . .       (19,724,492)    (19,637,903)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . .        (1,445,867)     (1,445,867)
                                                                                 ------------    ------------
                                                                                  (21,150,359)    (21,063,770)
                                                                                 ------------    ------------
   Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . . . . .       384,978,681     384,978,681
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . . .      (345,367,321)   (343,289,185)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . .       (66,619,065)    (59,965,355)
                                                                                 ------------    ------------
                                                                                  (27,007,705)    (18,275,859)
                                                                                 ------------    ------------
        Total partners' capital accounts (deficits) . . . . . . . . . . .         (48,158,064)    (39,339,629)
                                                                                 ------------    ------------
                                                                                 $185,548,745      89,187,533
                                                                                 ============    ============
<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, 1999 AND 1998
                                                    (UNAUDITED)
<CAPTION>
                                                          THREE MONTHS ENDED             SIX MONTHS ENDED
                                                               JUNE 30                        JUNE 30
                                                      --------------------------    --------------------------
                                                           1999          1998           1999           1998
                                                       -----------    ----------    -----------     ----------
<S>                                                   <C>            <C>           <C>             <C>
Income:
  Rental income . . . . . . . . . . . . . . . . . .     $8,214,533     2,225,341     16,367,895      4,672,797
  Interest income . . . . . . . . . . . . . . . . .        321,731       292,005        753,598        615,860
  Other income. . . . . . . . . . . . . . . . . . .          --          881,537          --           881,537
                                                        ----------    ----------     ----------     ----------
                                                         8,536,264     3,398,883     17,121,493      6,170,194
                                                        ----------    ----------     ----------     ----------
Expenses:
  Mortgage and other interest . . . . . . . . . . .      5,241,408     3,170,114     10,487,566      6,340,228
  Property operating expenses . . . . . . . . . . .      3,208,244       811,142      6,369,040      1,668,554
  Professional services . . . . . . . . . . . . . .         29,817       102,354        245,463        267,728
  Amortization of deferred expenses . . . . . . . .        267,917       121,628        524,765        243,256
  General and administrative. . . . . . . . . . . .        229,932       270,793        426,679        586,954
                                                        ----------    ----------     ----------     ----------
                                                         8,977,318     4,476,031     18,053,513      9,106,720
                                                        ----------    ----------     ----------     ----------
                                                          (441,054)   (1,077,148)      (932,020)    (2,936,526)
Partnership's share of earnings (loss) from
  operations of unconsolidated ventures . . . . . .         75,876       939,391        402,722      1,206,335
Venture partner's share of venture operations . . .       (461,464)        --        (1,635,427)       414,242
                                                        ----------    ----------     ----------     ----------
        Earnings (loss) before gains on sale or
          disposition of investment properties. . .       (826,642)     (137,757)    (2,164,725)    (1,315,949)

Gain on sale of interest in unconsolidated
  ventures. . . . . . . . . . . . . . . . . . . . .          --        2,891,251          --         3,006,762
Gain on disposition of investment property. . . . .          --            --             --        23,212,184
                                                        ----------    ----------     ----------     ----------
        Earnings (loss) before extraordinary
          items . . . . . . . . . . . . . . . . . .       (826,642)    2,753,494     (2,164,725)    24,902,997
                                                        ----------    ----------     ----------     ----------


<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
                                                      --------------------------    --------------------------
                                                           1999          1998           1999           1998
                                                       -----------    ----------    -----------     ----------
Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . . .          --            --             --        17,451,802
                                                        ----------    ----------     ----------     ----------
        Net earnings (loss) . . . . . . . . . . . .     $ (826,642)    2,753,494     (2,164,725)    42,354,799
                                                        ==========    ==========     ==========     ==========
        Net earnings (loss) per limited
         partnership interest:
          Earnings (loss) before gains on sale
           or disposition of investment
           properties . . . . . . . . . . . . . . .     $    (1.78)         (.30)         (4.68)         (2.85)
          Gain on sale of interest in uncon-
            solidated ventures. . . . . . . . . . .          --             6.45          --              6.71
          Gain on disposition of investment
            property. . . . . . . . . . . . . . . .          --            --             --             51.80
          Extraordinary items . . . . . . . . . . .          --            --             --             38.95
                                                        ----------    ----------     ----------     ----------
                                                        $    (1.78)         6.15          (4.68)         94.61
                                                        ==========    ==========     ==========     ==========

        Cash distributions per limited
          partnership interest. . . . . . . . . . .     $   --             --             15.00          10.04
                                                        ==========    ==========     ==========     ==========













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


<PAGE>


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

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                                    (UNAUDITED)

<CAPTION>
                                                                                      1999             1998
                                                                                  ------------     -----------
<S>                                                                              <C>              <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $(2,164,725)     42,354,799
  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 . . . . . . . . . . . . . . . . . . . . .        384,853         243,256
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . . .      4,178,137       4,108,746
    Partnership's share of (earnings) loss from operations of
      unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . . .       (402,722)     (1,206,335)
    Venture partner's share of ventures' operations, gain on sale
      or disposition of investment properties and extraordinary items . . . . .      1,635,427        (414,242)
    Gain on sale of interests in unconsolidated ventures. . . . . . . . . . . .          --         (3,006,762)
    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 . . . . . . . . . . . . . . . . . . .      1,147,218         154,590
    Current portion of notes receivable . . . . . . . . . . . . . . . . . . . .          --           (849,740)
    Escrow deposits and restricted securities . . . . . . . . . . . . . . . . .       (780,605)       (520,621)
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (1,250,947)          --
    Other restricted securities . . . . . . . . . . . . . . . . . . . . . . . .          --            131,318
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . . .        583,206         399,241
    Long-term portion of note receivable. . . . . . . . . . . . . . . . . . . .         16,590        (197,354)
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (731,001)       (674,320)
    Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . . .          7,804        (413,804)
    Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .          --              7,630
    Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (245,826)       (245,827)
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . .          --            (84,098)
    Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --             61,670
                                                                                  ------------     -----------
        Net cash provided by (used in) operating activities . . . . . . . . . .      1,056,692        (815,839)
                                                                                  ------------     -----------


<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                                      1999             1998
                                                                                  ------------     -----------
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. . . . . . . . . . . . . . . . . . . . .        (55,989)       (201,190)
  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)        (78,738)
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . .        (66,410)        (23,608)
                                                                                  ------------     -----------
        Net cash provided by (used in) investing activities . . . . . . . . . .     (4,474,287)        696,664
                                                                                  ------------     -----------

Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . . .       (204,260)          --
  Distributions to venture partners . . . . . . . . . . . . . . . . . . . . . .          --            (38,797)
  Contributions from venture partners . . . . . . . . . . . . . . . . . . . . .         26,500         453,039
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . . . .     (6,653,710)     (4,452,037)
                                                                                  ------------     -----------
        Net cash provided by (used in)
          financing activities. . . . . . . . . . . . . . . . . . . . . . . . .     (6,831,470)     (4,037,795)
                                                                                  ------------     -----------
        Net increase (decrease) in cash and cash equivalents. . . . . . . . . .    (10,249,065)     (4,156,970)
        Cash and cash equivalents, beginning of year. . . . . . . . . . . . . .     26,998,190      24,992,726
                                                                                  ------------     -----------
        Cash and cash equivalents, end of period. . . . . . . . . . . . . . . .   $ 16,749,125      20,835,756
                                                                                  ============     ===========

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . . .   $  6,301,625       2,645,286
                                                                                  ============     ===========
  Non-cash investing and financing activities:
    Non-cash gain recognized on sale of interests in unconsolidated ventures. .   $      --          3,006,762
                                                                                  ============     ===========

    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
                                                                                  ============     ===========


<PAGE>


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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                                      1999             1998
                                                                                  ------------     -----------
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           --
                                                                                  ============    ============





























<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, 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 June 30, 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 $1,212,453 and $374,595,
respectively, for the six months ended June 30, 1999 and 1998.

     In addition, the accompanying consolidated financial statements
include $321,089 and $1,093,884, respectively, of the Partnership's share
of total property operations of $389,344 and $1,258,478 for unconsolidated
properties for the six months ended June 30, 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 June 30, 1999 and for the six months ended June 30,
1999 and 1998 were as follows:

                                                              Unpaid at
                                                               June 30,
                                      1999         1998         1999
                                    --------      ------     -------------
Property management and
  leasing fees. . . . . . . . .     $   --          --         1,057,092
Advances payable. . . . . . . .         --          --           675,876
Insurance commissions . . . . .       16,893        --             --
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. . .       52,598      43,110          13,828
                                    --------     -------       ---------
                                    $ 69,491      43,110       1,746,796
                                    ========     =======       =========

     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 June 30, 1999 and
December 31, 1998, which consists of management fees and leasing
commissions of $1,057,092 (discussed below) 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 June 30,
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
June 30, 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 June 30, 1999 and December 31,
1998.  Such deferred amount does not bear interest and is expected to be
paid in future periods.



<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 of
interests in the company had no effect on the fees payable by the
Partnership under any existing agreements with such company.  The
Partnership is currently disputing with such company the amount due under
such management termination agreement for the six months ended June 30,
1999 and 1998, which such company asserts was approximately $30,000 and
$38,600, respectively.

JMB/900

     Occupancy of this building at the end of the second 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.

     Pursuant to the extension of 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 space has been renewed or
released.  During 1999, approximately $3,160,000 has been deposited into
escrow from net cash flow from property operations.  The escrow balance at
June 30, 1999 was approximately $11,045,000.

     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 Building, 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.

     In July 1999, JMB/900 entered into a contract to sell the 900 Third
Avenue Building to an unaffiliated third party.  Such sale is expected to
close in the fourth quarter of 1999.  A sale at the proposed terms would
result in a gain for both financial reporting and Federal income tax
purposes.  However, the sale is subject to various conditions, including
the due diligence investigation of the prospective purchaser, and there can
be no assurance a sale of the property will occur or, if so, what the
terms, if any such sale will be.

     As the venture has committed to a plan to sell or dispose of the
property, the 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.

CALIFORNIA PLAZA

     Occupancy of the building at the end of the second 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 June 30, 1999, the outstanding balance of
the note receivable was $228,779, 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 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
$3,350,000 at June 30, 1999 is reflected in escrow deposits and restricted
securities in the accompanying consolidated financial statements.

     On May 20, 1999, the joint venture entered into an agreement with an
unaffiliated third party to sell the property.  The sale is subject to
numerous contingencies, including due diligence review by the prospective
purchaser, and therefore, there can be no assurance that such sale will be
completed on terms set forth in the agreement or any other terms.  If the
sale of the property is completed on the proposed terms, the Partnership
would expect to recognize a gain for both financial reporting and Federal
income tax purposes.  The joint venture partner, under the joint venture
agreement, had a right of first refusal to purchase the property but has
elected not to exercise such right.

PIPER JAFFRAY TOWER

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

     JMB/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 May 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.  The property manager is actively pursuing replacement tenants for
the PJI space; however, given the competitive nature of the downtown
Minneapolis market, it is unlikely that all of the PJI space can be
released quickly enough to generate enough cash flow to fund the required
debt service payments.

     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 June 30, 1999.  The lender is essentially entitled to all operating
cash flow.  During 1998, no excess cash flow was generated.  However, the
lender has disputed certain amounts included in the calculation of cash
flow for the years 1997 and 1998.  This resulted in JMB/Piper owing an
additional amount of cash flow (approximately $122,000) for 1997.
Additionally, JMB/Piper is in the process of requesting reimbursement from
the escrow account of excess capital costs (approximately $200,000)
incurred in 1998.  Once such funds are received from the escrow account,
JMB/Piper will remit the additional amount owed for 1997 to the lender.



<PAGE>


     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, JMB/Piper will not be able to pay the required
debt service upon the expiration of PJI's lease in May 2000, as discussed
above.  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.

     As a result of a flood in 1997, the property incurred significant
repair costs in 1998.  Piper completed such repairs and substantially all
of the balance (approximately $1,100,000) was reimbursed by the insurance
carrier in the second quarter of 1999.  JMB/Piper made certain advances to
Piper for such costs, which were repaid upon reimbursement from the
insurance carrier.  In 1999, JMB/Piper made additional advances for payment
of real estate taxes.  At June 30, 1999, JMB/Piper was owed approximately
$350,000 related to such advance.  This remaining amount was repaid in the
third quarter of 1999.

     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 $169,200,000 as of June 30, 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.



<PAGE>


     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 $18,303,000 at June 30,
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.

     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 six months ended June 30, 1999 and 1998 are as follows:

                                                 1999             1998
                                              -----------      ----------
  Total income from properties
    (unconsolidated). . . . . . . . . . . .   $ 9,815,733      10,280,714
                                              ===========      ==========
  Operating profit (loss) of ventures . . .   $  (369,004)       (188,238)
                                              ===========      ==========
  Partnership's share of
    operating profit (loss) . . . . . . . .   $  (184,502)        (94,119)
                                              ===========      ==========

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 June 30, 1999 and December 31, 1998 and for the
three and six months ended June 30, 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 (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.  In May 1999, an
unaffiliated third party made an unsolicited offer to purchase up to
approximately 4.7% of the outstanding Interests at $11.50 per Interest.
Such offer expired in June 1999.  The Special Committee recommended against
acceptance of this offer on the basis that, among other things, the offer
price was inadequate.  In July 1999, the unaffiliated third party that had
made the previous offer in May 1999 made another unsolicited offer to
purchase up to 20,300 Interests at $25 per Interest.  Such offer expires at
the end of August 1999.  The Special Committee has recommended against
acceptance of this offer on the basis that, among other things, the offer
price is inadequate.  As of the date of this report, the Partnership is
aware that 2.12% of the Interests have been purchased by unaffiliated third
parties who have made unsolicited offers for Interests, either pursuant to
such offers or through negotiated purchases.  It is possible that other
offers for Interests may be made by unaffiliated third parties in the
future, although there is no assurance that any other third party will
commence an offer for Interests, the terms of any such offer or whether any
such offer, if made, will be consummated, amended or withdrawn.

     As discussed below, joint ventures that own the 900 Third Avenue and
California Plaza investment properties have entered into contracts to sell
those properties during 1999.  The Partnership currently expects to retain
its interests in the Piper Jaffray Tower and Wells Fargo Center - South
Tower investment properties beyond 1999.

     At June 30, 1999, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $16,700,000.  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 and related items 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 and related
items for its consolidated and unconsolidated entities.  Such amount does
not bear interest and is 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 to effect these transactions.



<PAGE>


     The Partnership and its consolidated ventures have currently budgeted
in 1999 approximately $2,068,000 for tenant improvements and other capital
expenditures.  The Partnership's share of such items and its share of such
similar items for the Piper Jaffray Tower in 1999 is currently budgeted to
be approximately $1,759,000.  All such amounts are expected to be paid out
of the respective escrow accounts for each property.  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.  Amounts held in escrow for a
particular property may be used for tenant improvements and possibly other
expenses related to the particular property.  Due to the property specific
concerns discussed in the notes, 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 are expected to be 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 (or
the Partnership's interest therein) 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 of such properties or its
interests therein, 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 Building for sale,
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


<PAGE>


of $16.0 million, $13.5 million of which was paid at closing of the
Settlement Agreement (of which the Partnership's share was approximately
$9 million) with the remaining $2.5 million (of which the Partnership's
share will be approximately $1.7 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
(of which the Partnership's share was $200,000) 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.

     In July 1999, JMB/900 entered into a contract to sell the 900 Third
Avenue office building to an unaffiliated third party.  Such sale is
scheduled to close in the fourth quarter of 1999.  A sale at the proposed
terms would result in a gain for both financial reporting and Federal
income tax purposes.  The sale is subject to various conditions, including
the due diligence investigation of the prospective purchaser, and there is
no assurance that a sale of the property will occur or, if so, what the
terms of such sale will be.

     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 June 30, 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 May 20, 1999, the joint venture entered into an agreement with an
unaffiliated third party to sell the property.  The sale is subject to
numerous contingencies, including due diligence review by the prospective
purchaser, and therefore, there can be no assurance that such sale will be
completed on terms set forth in the agreement or any other terms.  If the
sale of the property is completed on the proposed terms, the Partnership
would expect to recognize a gain for both financial reporting and Federal
income tax purposes.  The joint venture partner, under the joint venture
agreement, had a right of first refusal to purchase the property but has
elected not to exercise such right.

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, and thereby, includes all
accounts of the venture in the consolidated financial statements at
June 30, 1999.



<PAGE>


     The decrease in cash and cash equivalents at June 30, 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 decrease in interests, rents and other receivables at June 30,
1999 as compared to December 31, 1998 is due to the reimbursement of
advances to JMB/Piper made in 1998, for payments of repairs for flood
damage.

     The increase in current portion of long-term debt at June 30, 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 June 30, 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.

     The decrease in other income for the three and six months ended
June 30, 1999 as compared to the same periods in 1998 is primarily due to a
reduction in the reserve for uncollectibility on the demand notes related
to the 21900 Burbank Boulevard Building in 1998.

     The decrease in the Partnership's share of operations of
unconsolidated ventures for the three and six months ended June 30, 1999 as
compared to the same periods in 1998 is primarily due to 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 for the
three and six months ended June 30, 1999 as compared to the same periods in
1998 is due to the affiliated venture partner's interest in Progress
Partners now being included in the consolidated financial statements.

     The gain on sale of interest in unconsolidated ventures for the three
and six months ended June 30, 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 six months
ended June 30, 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 six months ended June 30, 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.



<PAGE>


     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 managers for 900 Third Avenue, Piper Jaffray Tower and
California Plaza have 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 managers, 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 compliant in all material respects.  Certain of the
operating systems at these properties require 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.  The Partnership has requested such
information but has yet to receive a response from the property manger.
However, the Partnership does not believe that it is obligated for year
2000 compliance for the Wells Fargo Center-South Tower.

     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.  The Partnership has not
incurred, and does not expect to incur, any material direct costs for year
2000 compliance.

     The Partnership is relying on the information obtained and
representations made by the property managers, as well as the
representations made by third party vendors and service personnel, for 900
Third Avenue, Piper Jaffray Tower and California Plaza 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 managers 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 an
inability to process transactions or information and/or systems failures
(such as elevators, alarm and security systems).  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, 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%     100%
2. Piper Jaffray Tower
     Minneapolis, Minnesota . . . .    93%        89%        89%        89%      89%      89%
3. Wells Fargo Center
     - South Tower
     Los Angeles, California. . . .    90%        90%        90%        85%      86%      86%
4. California Plaza
     Walnut Creek, California . . .   100%        96%        96%        97%      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.

           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 13, 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: August 13, 1999