SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10-K


             Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Act of 1934


For the fiscal year
  ended December 31, 1996             Commission File No. 0-15962



             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
        (Exact name of registrant as specified in its charter)



        Illinois                          36-3256340
(State of organization)       (I.R.S. Employer Identification No.)



900 N. Michigan Ave., Chicago, Illinois      60611
(Address of principal executive office)   (Zip Code)



Registrant's telephone number, including area code  312-915-1987



Securities registered pursuant to Section 12(b) of the Act:

                                          Name of each exchange on
Title of each class                        which registered
-------------------                 ------------------------------
        None                                     None



Securities registered pursuant to Section 12(g) of the Act:

                     LIMITED PARTNERSHIP INTERESTS
                    AND ASSIGNEE INTERESTS THEREIN
                           (Title of Class)



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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K   X

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  Not applicable.

Documents incorporated by reference:  None





                           TABLE OF CONTENTS



                                                         Page
                                                         ----
PART I

Item 1.      Business . . . . . . . . . . . . . . . . . .   1

Item 2.      Properties . . . . . . . . . . . . . . . . .   6

Item 3.      Legal Proceedings. . . . . . . . . . . . . .   9

Item 4.      Submission of Matters to a Vote of
             Security Holders . . . . . . . . . . . . . .   9


PART II

Item 5.      Market for the Partnership's
             Limited Partnership Interests and
             Related Security Holder Matters. . . . . . .   9

Item 6.      Selected Financial Data. . . . . . . . . . .  10

Item 7.      Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations. . . . . . . . . .  14

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  27

Item 9.      Changes in and Disagreements
             with Accountants on Accounting and
             Financial Disclosure . . . . . . . . . . . .  63


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  63

Item 11.     Executive Compensation . . . . . . . . . . .  66

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  68

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  69

PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  69


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . .  75












                                   i




                                PART I

ITEM 1.  BUSINESS

     Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report.  Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.

     The registrant, Carlyle Real Estate Limited Partnership-XIV (the
"Partnership"), is a limited partnership formed in late 1983 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois to invest in improved income-producing commercial and residential
real property.  On June 4, 1984, the Partnership commenced an offering to
the public of $250,000,000 (subject to increase by up to $250,000,000) in
Limited Partnership Interests (and assignee interests therein)
("Interests") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (No. 2-88687).  A total of 401,048.66 Interests were
sold to the public at $1,000 per Interest.  The offering closed July 15,
1985.  No Holder of Interests has made any additional capital contribution
after such date.  The Holder of Interest share in their portion of the
benefits of ownership of the Partnership's real property investments
according to the number of Interests held.

     The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests.  The Partnership's real estate
investments are located throughout the nation and it has no real estate
investments located outside of the United States.  A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole.  Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2034.  The Partnership is self-liquidating in nature.  At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties.  As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of most of
its remaining investment portfolio as quickly as practicable.  As a result,
the Partnership currently expects that it will sell or dispose of its
remaining investment properties, with the possible exception of its
indirect interests in the 237 Park Avenue and 1290 Avenue of the Americas
properties, not later than December 31, 1999, barring any unforeseen
economic developments.

     The Partnership has made the real property investments set forth in
the following table:





<TABLE>
<CAPTION>

                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (g)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------
<S>                         <C>          <C>       <C>                           <C>
 1. Old Orchard Shopping
     Center
     Skokie (Chicago),
     Illinois . . . . .       783,000      4/1/84           8/30/93              fee ownership of
                               sq.ft.                                            land and improvements
                               g.l.a.                                            (through joint venture
                                                                                 partnerships) (c)(d)
 2. Brittany Downs
    Apartments
     Phase I and Phase II,
     Thornton (Denver),
     Colorado . . . . .       464 units    8/15/84          1/10/95              fee ownership of land and
                                                                                 improvements (f)
 3. Scottsdale Financial
     Center I
     Scottsdale,
     Arizona. . . . . .       106,800      9/28/84         12/17/93              fee ownership of land and
                               sq.ft.                                            improvements
                               n.r.a.
 4. Scottsdale Financial
     Center II
     Scottsdale,
     Arizona. . . . . .       151,625      9/28/84          10/1/93              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land
 5. 237 Park Avenue
     Building
     New York,
     New York . . . . .      1,140,000     8/14/84         10/10/96              fee ownership of land and
                               sq.ft.                         (i)                improvements (through joint
                               n.r.a.                                            venture partnerships) (c)
 6. 1290 Avenue of the
     Americas Building
     New York,
     New York . . . . .      2,000,000     7/27/84         10/10/96              fee ownership of land and
                               sq.ft.                         (i)                improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)




                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (g)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

 7. 2 Broadway Building
     New York,
     New York . . . . .      1,600,000     8/14/84          9/18/95              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(f)
 8. 1090 Vermont Avenue
     Building
     Washington, D.C. .       140,000      9/26/84            2%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership) (c)
 9. Mariners Pointe
     Apartments
     Stockton,
     California . . . .       220 units    10/2/84         10/11/96              fee ownership of land and
                                                                                 improvements (through joint
                                                                                 venture partnership) (c)(f)
10. Louisiana Tower
     Shreveport,
     Louisiana. . . . .       349,000     11/14/84          8/30/95              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (e)
11. Marketplace at
     South Street
     Seaport
     New York,
     New York . . . . .       263,000     12/14/84          3/8/88               fee ownership of improve-
                               sq.ft.                                            ment and ground leasehold
                               n.r.a.                                            interest in land (through
                                                                                 joint venture partnership)
12. Gateway Tower
     White Plains,
     New York . . . . .       552,000     12/31/84         12/30/92              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership)
13. Piper Jaffray Tower
     Minneapolis,
     Minnesota. . . . .       723,755     12/27/84            5%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships) (c)




                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (g)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

14. 900 Third Avenue
     Building
     New York,
     New York . . . . .       517,000     12/28/84            5%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                             venture partnerships) (c)
15. Wells Fargo Center
     -IBM Tower
     Los Angeles,
     California . . . .      1,100,000     6/28/85            10%                fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership)
                                                                                 (c)
16. Louis Joliet Mall
     Joliet, Illinois .       305,000      7/31/85            5%                 fee ownership of land and
                               sq.ft.                                            improvements (h)
                               g.l.a.
17. Turtle Creek Centre
     Dallas, Texas. . .       296,378      8/30/85          3/7/89               fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership) (c)(e)
18. Yerba Buena West
     Office Building
     San Francisco,
     California . . . .       267,687      8/30/85          6/24/92              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
19. Wilshire Bundy
     Plaza
     Los Angeles,
     California . . . .       284,724      11/7/85          3/27/96              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (e)




<FN>
-----------------------
  (a)The computation of this percentage for properties held at
December 31, 1996 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.

  (b)Reference is made to the Notes filed with this annual report for the
current outstanding principal balances and a description of the long-term
mortgage indebtedness secured by the Partnership's real property
investments.

  (c)Reference is made to the Notes for a description of the joint venture
partnership or partnerships through which the Partnership made this real
property investment.

  (d)Reference is made to the Notes for a description of the sale of the
Partnership's interest in this investment property.

  (e)Reference is made to the Notes for a description of the disposition
of this investment property.

  (f)Reference is made to the Notes for a description of the sale of this
investment property.

  (g)Reference is made to Item 8 - Schedule III to the Consolidated
Financial Statements filed with this annual report for further information
concerning real estate taxes and depreciation.

  (h)Reference is made to Item 6 - Selected Financial Data for additional
operating and lease expiration data concerning this investment property.

  (i)The original invested capital percentage for the 237 Park Avenue
Building and the 1290 Avenue of the Americas Building was 7% and 15%,
respectively.  Reference is made to the Notes for a description of the
reorganization and restructuring of the Partnership's interests in these
investment properties.

</TABLE>




     The Partnership's real property investments are subject to competition
from similar types of properties (including in certain areas properties
owned by affiliates of the General Partners or properties owned by certain
of the joint venture partners) in the respective vicinities in which they
are located.  Such competition is generally for the retention of existing
tenants.  Additionally, the Partnership is in competition for new tenants
in markets where significant vacancies are present.  Reference is made to
Item 7 below for a discussion of competitive conditions and future
renovation and capital improvement plans of the Partnership and certain of
its significant investment properties.  Approximate occupancy levels for
the properties are set forth in the table in Item 2 below to which
reference is hereby made.  The Partnership maintains the suitability and
competitiveness of its properties in its markets primarily on the basis of
effective rents, tenant allowances and service provided to tenants.  In the
opinion of the Corporate General Partner of the Partnership, all of the
investment properties held at December 31, 1996 are adequately insured.
Although there is earthquake insurance coverage for a portion of the value
of the Partnership's investment properties, the Corporate General Partner
does not believe that such coverage for the entire replacement cost of the
investment properties is available on economic terms.

     Reference is made to Item 6 and to the Notes filed with this annual
report for a schedule of minimum lease payments to be received in each of
the next five years, and in the aggregate thereafter, under leases in
effect at certain of the Partnership's investment property as of December
31, 1996.

     The Partnership has no employees other than personnel performing on-
site duties at certain of the Partnership's properties, none of whom are
officers or directors of the Corporate General Partner of the Partnership.

     The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.


ITEM 2.  PROPERTIES

     The Partnership owns or owned directly or through joint venture
partnerships the properties or interests in the properties referred to
under Item 1 above to which reference is hereby made for a description of
said properties.

     The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:





<TABLE>
<CAPTION>
                                                             1995                      1996
                                                   ------------------------- -------------------------
                                                     At    At     At     At    At     At    At     At
                               Principal Business   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>    <C>

 1. Wilshire Bundy
     Plaza
     Los Angeles,
     California . . . . . . .  Financial Ser-
                               vices/Advertising     83%   87%    86%    86%   N/A    N/A   N/A    N/A

 2. Mariners Pointe
     Apartments
     Stockton, California . .  Apartments            85%   91%    96%    94%   91%    90%   90%    N/A

 3. 237 Park Avenue
     Building
     New York, New York . . .  Advertising/
                               Insurance/Paper/
                               Real Estate
                               Investment            98%   98%    98%    98%   98%    98%   98%     *

 4. 1290 Avenue of the
     Americas Building
     New York, New York . . .  Financial Services    94%   94%    94%    93%   78%    71%   81%     *

 5. 1090 Vermont Avenue
     Building
     Washington, D.C. . . . .  Trade Associations    95%   95%    93%    95%   91%    88%   88%    84%

 6. Piper Jaffray Tower
     Minneapolis,
     Minnesota. . . . . . . .  Legal Services/
                               Advertising/
                               Financial Services    97%   97%    98%    98%   98%    98%   98%    98%

 7. 900 Third Avenue
     Building
     New York, New York . . .  Legal Services/
                               Detective Agency/
                               Financial Services    94%   96%    96%    97%   97%    98%   98%    98%





                                                             1995                      1996
                                                   ------------------------- -------------------------
                                                     At    At     At     At    At     At    At     At
                               Principal Business   3/31  6/30   9/30  12/31  3/31   6/30  9/30  12/31
                               ------------------   ----  ----   ----  -----  ----   ---- -----  -----

 8. Wells Fargo Center
     -IBM Tower
     Los Angeles,
     California . . . . . . .  Business Infor-
                               mation Systems        96%   96%    96%    95%   95%    97%   92%    92%

 9. Louis Joliet Mall
     Joliet, Illinois . . . .  Retail                79%   80%    87%    88%   77%    80%   79%    82%

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

     Reference is made to Item 6, Item 7, and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

     An "N/A" indicates that the property was sold or disposed of and not owned by the Partnership at the end of
the quarter.

     An "*" indicates that the joint venture which owns the property was restructured, and therefore, such
information is not meaningful for the Partnership.  Reference is made to the Notes for further information
regarding the reorganized and restructured ventures.

</TABLE>




ITEM 3.  LEGAL PROCEEDING

     The Partnership is not subject to any material legal proceedings.

     Reference is made to the Notes for a discussion of certain litigation
involving the Partnership related to the 900 Third Avenue investment
property.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during
fiscal years 1996 and 1995.


                                PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
         AND RELATED SECURITY HOLDER MATTERS

     As of December 31, 1996, there were 41,604 record Holders of the
400,909.17850 Interests outstanding of the Partnership.  There is no public
market for Interests and it is not anticipated that a public market for
Interests will develop.  Upon request, the Corporate General Partner may
provide information relating to a prospective transfer of Interests to an
investor desiring to transfer his Interests.  The price to be paid for the
Interests, as well as any economic aspects of the transaction, will be
subject to negotiation by the investor.  There are certain conditions and
restrictions on the transfer of Interests, including, among other things,
the requirement that the substitution of a transferee of Interests as a
Limited Partner of the Partnership be subject to the written consent of the
Corporate General Partner, which, may be granted or withheld in its sole
and absolute discretion.  The rights of a transferee of Interests who does
not become a substituted Limited Partner will be limited to the rights to
receive his share of profits or losses and cash distributions from the
Partnership, and such transferee will not be entitled to vote such
Interests or have other rights of a Limited Partner.  No transfer will be
effective until the first day of the next succeeding calendar quarter after
the requisite transfer form satisfactory to the Corporate General Partner
has been received by the Corporate General Partner.  The transferee
consequently will not be entitled to receive any cash distributions or any
allocable share of profits or losses for tax purposes until such next
succeeding calendar quarter.  Profits or losses from operations of the
Partnership for a calendar year in which a transfer occurs will be
allocated between the transferor and the transferee based upon the number
of quarterly periods in which each was recognized as the Holder of the
Interests, without regard to the results of the Partnership's operations
during particular quarterly periods and without regard to whether cash
distributions were made to the transferor or transferee.  Profits or losses
arising from the sale or other disposition of Partnership properties will
be allocated to the recognized Holder of the Interests as of the last day
of the quarter in which the Partnership recognized such profits or losses.
Cash distributions to a Holder of Interests arising from the sale or other
disposition of Partnership properties will be distributed to the recognized
Holder of the Interests as of the last day of the quarterly period with
respect to which such distribution is made.

     Reference is made to the Notes for a discussion of the provisions of
the Partnership Agreement relating to cash distributions.  Reference is
made to Item 6 below for a discussion of cash distributions made to the
Holders of Interests.  The mortgage loans secured by the 900 Third Avenue,
Wells Fargo South Tower and Piper Jaffray Tower investment properties
restrict the use by the property owning joint ventures of the cash flows
from those properties as discussed more fully in the Notes.  In addition,
the purchase money notes issued by JMB/NYC in connection with its
acquisition of interests in the 237 Park Avenue and 1290 Avenue of the
Americas investment properties require that any distributions payable to
JMB/NYC with respect to such investment properties be applied to reduce the
outstanding principal and interests on the purchase notes.




<TABLE>

ITEM 6.  SELECTED FINANCIAL DATA

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

                                 DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
                                 (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)


<CAPTION>
                               1996          1995           1994         1993          1992
                          ------------- -------------   -----------  ------------  ------------
<S>                      <C>           <C>            <C>           <C>           <C>
Total income. . . . . . .  $ 11,830,330    19,054,756    23,597,310    25,596,437    26,852,635
                           ============   ===========   ===========   ===========   ===========
Operating earnings
 (loss) . . . . . . . . .  $ (8,777,967)   (8,072,831)   (8,019,023)  (12,471,986)  (22,560,142)
Partnership's share of
 operations of uncon-
 solidated ventures
 (including income
 from restructuring
 of $163,662,750 in
 1996). . . . . . . . . .   161,701,376   (19,392,303)  (16,851,858)  (60,283,861)  (22,495,785)
Venture partners'
 share of ventures'
 operations . . . . . . .         --            --            --           22,472        70,706
                           ------------   -----------   -----------   -----------   -----------
Net operating earnings
 (loss) . . . . . . . . .   152,923,409   (27,465,134)  (24,870,881)  (72,733,375)  (44,985,221)
Gain (loss) on sale of
 investment properties
 by unconsolidated
 ventures or on sale
 or disposition of
 investment properties  .     2,928,068   (14,886,886)    1,702,082    26,281,496     8,783,892
Extraordinary items . . .    23,622,011    35,711,359    (3,000,000)        --            --
Cumulative effect of an
 accounting change. . . .   (16,000,000)        --            --            --            --
                           ------------   -----------   -----------   -----------   -----------
Net earnings (loss) . . .  $163,473,488    (6,640,661)  (26,168,799)  (46,451,879)  (36,201,329)
                           ============   ===========   ===========   ===========   ===========




                               1996          1995           1994         1993          1992
                          ------------- -------------   -----------  ------------  ------------
Net earnings (loss) per
 Interest (b):
   Net operating earnings
    (loss). . . . . . . .  $     366.18        (65.74)       (59.53)      (177.06)      (107.68)
   Gain (loss) on sale of
    investment properties
    by unconsolidated
    ventures or on sale
    or disposition
    of investment
    properties. . . . . .          7.23        (36.75)         4.20         64.88         21.68
   Extraordinary items. .         58.33         87.94         (7.18)        --            --
   Cumulative effect of
    an accounting
    change. . . . . . . .        (38.31)        --            --            --            --
                           ------------   -----------   -----------   -----------   -----------
Net earnings (loss) . . .  $     393.43        (14.55)       (62.51)      (112.18)       (86.00)
                           ============   ===========   ===========   ===========   ===========

Total assets. . . . . . .  $ 60,002,966   106,113,792   147,075,454   149,516,685   191,806,563
Long-term debt. . . . . .  $ 47,736,328    26,000,000    25,794,970    98,747,743   116,309,718
Cash distributions
  per Interest (c). . . .  $      --            20.00         --            --            --
                           ============   ===========   ===========   ===========   ===========

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

  (a)   The above selected financial data should be read in conjunction with the consolidated financial statements
and the related notes appearing elsewhere in this annual report.

  (b)   The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of the
period.

  (c)   Cash distributions from the Partnership are generally not equal to Partnership income (loss) for financial
reporting or Federal income tax purposes.  Each Partner's taxable income (or loss) from the Partnership in each year
is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to the cash generated
or distributed by the Partnership.  Accordingly, cash distributions to the Holders of Interests since the inception
of the Partnership have represented a return of capital for financial reporting purposes.

</TABLE>




<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996

<CAPTION>

Property
--------

Louis Joliet
Mall
                   a)   The gross leasable area ("GLA") occupancy rate and average base rent per
                        square foot as of December 31, for each of the last five years were
                        as follows:

                                                    GLA             Avg. Base Rent Per
                          December 31,         Occupancy Rate       Square Foot (1)
                          ------------         --------------       ------------------
<S>                <C>    <C>                  <C>                  <C>

                               1992 . . . . .       91%                $12.41
                               1993 . . . . .       82%                 13.56
                               1994 . . . . .       79%                 13.53
                               1995 . . . . .       88%                 13.29
                               1996 . . . . .       82%                 14.65
<FN>
                   (1) Average base rent per square foot is based on GLA occupied as of December 31
                       of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                Base Rent  Scheduled Lease Lease
                   b)     Significant Tenants      Square Feet  Per Annum  Expiration Date Renewal Option(s)
                          -------------------      -----------  ---------  --------------- -----------------
<S>                <C>    <C>                      <C>          <C>        <C>             <C>

                          None - No single tenant represents more than 10%
                                 of the gross leasable area of the property.


</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth certain information with respect to the expiration of
leases for the next ten years at the Louis Joliet Mall:

                                                                            Annualized        Percent of
                                           Number of        Approx. Total   Base Rent         Total 1996
                          Year Ending      Expiring         GLA of Expiring of Expiring       Base Rent
                          December 31,     Leases           Leases (1)      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>
                             1997              10               18,029       $  343,620            10%
                             1998               5                9,481          110,868             3%
                             1999              11               13,060          317,052             9%
                             2000               8               17,320          248,964             7%
                             2001               8               12,884          198,060             6%
                             2002               7                8,598          294,036             8%
                             2003               9               29,457          360,192            10%
                             2004              10               29,497          587,580            16%
                             2005              15               46,156          810,939            23%
                             2006               7               25,744          433,548            12%
<FN>
                   (1)  Excludes leases that expire in 1997 for which renewal leases or leases with replacement
                        tenants have been executed as of March 5, 1997.
</TABLE>




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report.  Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.

     As a result of the public offering as described in Item 1, the
Partnership had approximately $351,747,000 after deducting selling expenses
and other offering costs with which to make investments in income-producing
commercial and residential real property, to pay legal fees and other costs
(including acquisition fees) related to such investments and for working
capital.  A portion of such proceeds was utilized to acquire the properties
described in Item 1 above.

     In March 1997 some of the Holders of Interests received from a third
party unaffiliated with the Partnership an unsolicited offer to purchase up
to 18,000 Interests at $10 per Interest.  Such offer is scheduled to expire
on April 10, 1997.  The board of directors of JMB Realty Corporation
("JMB"), the Corporate General Partner, 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, including any and
all responses to such tender offers.  The Special Committee has retained
independent counsel to advise it in connection with any tender offers for
Interests and has retained Lehman Brothers Inc. as financial advisor to
assist the Special Committee in evaluating and responding to such tender
offers.  With respect to the offer for Interests at $10 per Interest, the
Special Committee, on behalf of the Partnership, has recommended against
acceptance of this offer on the basis that, among other things, the offer
price is inadequate.  The Partnership has received a request from another
unaffiliated third party for the list of Holders of Interests.  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 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.

     At December 31, 1996, the Partnership had cash and cash equivalents of
approximately $18,070,000.  Such funds are available for distributions to
partners and working capital requirements.  The Partnership has currently
budgeted in 1997 approximately $1,614,000 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 1997 is currently
budgeted to be approximately $2,808,000.  Actual amounts expended in 1997
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.  The source of capital
for such items and for both short-term and long-term future liquidity and
distributions to partners is dependent upon existing working capital, net
cash generated by the Partnership's investment properties and the sale or
refinancing of such investments.  However, due to the property specific
concerns discussed below, the Partnership currently considers only Louis
Joliet Mall, 1090 Vermont Avenue and 900 Third Avenue to be potential
significant sources of future cash generated from operations, sales or
refinancings.  In such regard, reference is made to the Partnership's
property specific discussions below and also to the Partnership's
disclosure of certain property lease expirations in Item 6.  Due to the
above situations and the property specific concerns discussed below, the
Partnership had suspended operating distributions beginning with the fourth
quarter 1991 distribution payable in February 1992.





     The Partnership is maintaining funds for working capital purposes.
The Partnership may decide to commit a portion of these funds for various
purposes (discussed below and in the Notes) at its 900 Third Avenue and
Louis Joliet Mall investment properties.  The Partnership may also use a
portion of these funds to aid in refinancing at a discount the loan secured
by the Piper Jaffray Tower.  The Partnership will not commit additional
working capital funds for these purposes unless, among other things, the
Partnership believes that upon sale of the particular property, the
Partnership will receive a return of the incremental funds and a reasonable
rate of return thereon.

     Piper Jaffray Tower

     The Minneapolis office market has rebounded over the last couple
years.  Vacancy rates for Class A buildings (competitive market for the
property) have dropped to the low single digit level.  Consequently, net
effective rental rates have risen, although not to a level achieved prior
to the real estate depression experienced in the late 1980's through the
early 1990's.

     A major law firm tenant, Popham Haik (103,782 square feet with a lease
expiration date of January 31, 2003) informed the joint venture that as a
result of recent attorney and staff downsizing, they no longer need all of
their space and they would like the joint venture to consider taking back a
significant portion of their space.  The joint venture has analyzed the
tenants request and determined that based upon its inability to pay the
full amount of rent, a modification of the lease is necessary.  In this
regard, the joint venture has reached an agreement in principle with the
tenant to amend the terms of its lease.  Under the terms of the agreement,
the joint venture will take back approximately 56,000 square feet of
Popham's leased space leaving it with approximately 47,000 square feet.
Popham's rent on the remaining square footage will increase to a market
rate effective on the date of the give-back.  There will be no adjustment
to the lease expiration date on the remaining space.  The underlying lender
has approved the terms of this agreement.  However, there are no assurances
that this agreement will be finalized on these or any terms.  In the
meantime, the manager is in final lease negotiations with a tenant to
occupy approximately 12,000 square feet of Popham's give-back space at
rental rates in excess of Popham's original rental rate.  There are no
assurances that this lease will be finalized on these or any terms.

     In addition, Piper Jaffray (310,111 square feet with a lease
expiration date of March 31, 2000) has requested that the joint venture
submit a proposal for early renewal of its lease.  Piper Jaffray has
requested that in return for such early renewal, it would like an immediate
reduction in the existing rental rate which exceeds current market rental
rates.  The joint venture has made a proposal to extend the terms of
Piper's lease for a period of nine years.  Under the proposal, Piper's
current rent would be reduced for the last lease year with an extension
period rent equal to the joint venture's estimate of market rental rates at
the time which would be less than Piper's current rental rate.  Any
modification or early renewal of this lease would require the approval of
the underlying lender.  The joint venture has not received an official
response from the tenant.  During the fourth quarter, Piper Jaffray
exercised an option to lease approximately 24,000 square feet of space
under lease expiring December 31, 1997.  The rental rate will be at market
which is currently being negotiated.  The lease expiration date will be
coterminous with its existing lease termination date of March 31, 2000.





     Under the terms of a modification agreement with the lender, the
lender is essentially entitled to all operating cash flow.  In addition to
fixed interest on the mortgage notes secured by the Piper Jaffray Tower,
contingent interest is payable in annual installments on April 1 computed
at 50% of gross receipts, as defined, for each fiscal year in excess of
$15,200,000.  No such contingent interest was due for 1994, 1995 or 1996.
In addition, to the extent the investment property generates cash flow
after payment of the fixed interest on the mortgage, contingent interest,
if any, leasing and capital costs, and 25% of the ground rent, such amount
will be paid to the lender as a reduction of the principal balance of the
mortgage loan.  The excess cash flow payments remitted to the lender for
1994 and 1995 totalled $353,251 and $464,178, respectively.  During 1996,
excess cash flow generated under this agreement was $741,627 which is
expected to be remitted to the lender during the second quarter of 1997.
On a monthly basis, the venture deposits the property management fee into
an escrow account to be used (including interest earned thereon) for future
leasing costs to the extent cash flow is not sufficient to cover such
items.  To date, no escrow funds have been required to be used for leasing
costs.  At December 31, 1996, the balance of such escrow account totalled
approximately $3,934,000.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) has
agreed to defer receipt of its management fee until a later date.  As of
December 31, 1996, the manager has deferred approximately $3,216,000
($1,839,000 of which represents deferred fees due to affiliates through
November 1994, of which $919,500 is the Partnership's share) of management
fees.

     In addition, upon sale or refinancing, the lender is entitled to
prepayment fees as well as a significant level of proceeds in excess of the
then unpaid principal balance prior to the joint venture's receipt of
proceeds.  While the modification provides the joint venture with an
opportunity to retain an ownership position in the property, under the
current terms of the modified debt, there must be a significant additional
improvement in current market and property operating conditions resulting
in a significant increase in the value of the property before the joint
venture can share in sale or refinancing proceeds.  The joint venture
anticipates exploring refinancing alternatives during 1997.  Such
refinancing would only be possible if the underlying lender would accept a
discount and would also likely require additional capital contributions
from the Partnership and its affiliated partner.  There are no assurances
that a refinancing can be achieved.  The Partnership will not commit
additional capital to this property unless, among other things, it believes
that upon sale of the property, the Partnership will receive a return of
such funds and a reasonable rate of return thereon.

     Wells Fargo Center

     The Wells Fargo Center ("South Tower") operates in the downtown Los
Angeles office market, which has become extremely competitive over the last
several years with the addition of several new buildings that has resulted
in a vacancy rate of approximately 25% in the marketplace.  The Partnership
expects that the competitive market conditions and the continued recession
in Southern California will have an adverse affect on the building through
lower effective rental rates achieved on releasing of existing space which
expires or is given back over the next several years.  In addition, new
leases are expected to require expenditures for lease commissions and
tenant improvements prior to occupancy.  This anticipated decline in rental
rates, the anticipated increase in re-leasing time and the costs upon
releasing will result in a decrease in cash flow from operations over the
near term.

     During 1996, the Partnership, the joint venture partner, and the
lenders reached an agreement to modify the mortgage note and the promissory
note and to restructure the joint venture.  Since the terms of the
agreement make it unlikely that the Partnership would recover any
incremental investment,the Partnership has decided not to commit any
significant additional amounts to the property.  Reference is made to the
Notes for a further description of these events.





     Brittany Downs Apartments - Phase I and II

     Brittany Downs Apartments Phase II did not produce sufficient cash
flow to cover its required debt service payments and, consequently, the
Partnership had been paying a reduced amount of debt service since November
1990.  The Partnership had been placed in default for failure to pay the
required debt service.

     On January 10, 1995, the Partnership sold the Brittany Downs
Apartments Phase I and II to an unaffiliated third party.  Reference is
made to the Notes for a further description of such sale.

     JMB/NYC

     In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC, entered
into an agreement (the "Agreement") with the affiliates (the "Olympia &
York affiliates") of Olympia & York Developments, Ltd. ("O&Y") who were the
venture partners in the Joint Ventures which owned 237 Park Avenue, 1290
Avenue of the Americas and 2 Broadway, to resolve certain disputes among
the Affiliated Partners and the Olympia & York affiliates.  In general, the
parties agreed to:  (i) restructure the first mortgage loan; (ii) sell the
2 Broadway Building; (iii) reduce or eliminate approval rights of JMB/NYC
with respect to virtually all property management, leasing, sale or
refinancing; (iv) amend the Joint Ventures' agreements to eliminate any
funding obligations by JMB/NYC and (v) establish a new preferential cash
distribution level for the Olympia & York affiliates.  In accordance with
the Agreement and in anticipation of the sale of the 2 Broadway Building,
the unpaid first mortgage indebtedness previously allocated to 2 Broadway
was allocated in 1994 to 237 Park Avenue and 1290 Avenue of the Americas.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the Joint Ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties remaining after the sale of 2
Broadway.  In June 1995, the 2 Broadway Joint Ventures filed their pre-
arranged bankruptcy plans for reorganization, and in August 1995, the
bankruptcy court entered an order confirming their plans of reorganization.

In September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or the Olympia
and York affiliates.

     Bankruptcy filings for the Joint Ventures owning the 237 Park Avenue
and 1290 Avenue of the Americas properties were made in April 1996, and in
August 1996, an Amended Plan of Reorganization and Disclosure Statement
(the "Plan") was filed with the Bankruptcy Court for these Joint Ventures.
The Plan was accepted by the various classes of debt and equity holders and
confirmed by the Court on September 20, 1996 and became effective October
10, 1996 ("Effective Date").  The Plan provides that JMB/NYC has an
indirect limited partnership interest which, before taking into account
significant preferences to other partners, equals approximately 4.9% of the
reorganized and restructured ventures owning 237 Park and 1290 Avenue of
the Americas (the "Properties").  Neither O&Y nor any of its affiliates has
any direct or indirect continuing interest in the Properties.  The new
ownership structure gives control of the Properties to a newly-organized
real estate investment trust which is owned primarily by holders of the
first mortgage debt which encumbered the Properties prior to the
bankruptcy.  JMB/NYC has, under certain limited circumstances, through
January 1, 2001 rights of consent regarding sale of the Properties or the
consummation of certain other transactions that significantly reduce
indebtedness of the Properties.

     The restructuring and reorganization discussed above eliminates any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements.  The
Affiliated Partners entered into a joint and several obligation to
indemnify, through a date no later than January 2, 2001, the newly formed
real estate investment trust to the extent of $25 million to ensure their




compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties.  The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $3.9 million) to JMB/NYC which was deposited into an escrow
account as collateral for such indemnification.  These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001. Compliance with the provisions of the indemnification
agreement generally deal with impacting the operations of the newly
organized real estate investment trust.  Compliance, therefore, is within
the control of the Affiliated Partners and non-compliance with such
provisions by either the Partnership or the Affiliated Partners is highly
unlikely.  Therefore, it is highly likely that the Partnership's share of
the collateral will be returned to it at the termination of the
indemnification agreement.  The Partnership may either retain for working
capital purposes or distribute all or portions of such funds upon return.

     1090 Vermont Avenue Building

     At the end of 1996, occupancy at this office building was 84%, down
from 95% at the end of 1995.  As a result of lower rent from existing
tenants, anticipated increased vacancy and potential releasing costs
associated with such vacancy, the joint venture, and therefore, the
Partnership anticipates a lower level of operating cash flow from this
property in the near term.  The property is generating operating cash flow,
however, the joint venture is retaining such cash for working capital
purposes.  The Partnership has classified the property as held for sale or
disposition at December 31, 1996 and therefore is no longer subject to
continuing depreciation.

     Orchard Associates

     The Partnership's interest in Old Orchard shopping center (through
Orchard Associates and Old Orchard Urban Venture ("OOUV") was sold in
September 1993.

     Old Orchard Urban Venture could have received reimbursement, under
certain conditions, up to an additional $3,400,000 (of which Orchard
Associates had a 79.1667 interest) of previously incurred development costs
based upon certain future earnings of the property (as defined).  In
December 1996, the joint venture received a final settlement $2,450,000 (of
which the Partnership share was $969,796) of such development costs related
to the sale of Old Orchard Shopping Center.

     In 1996, OOUV distributed to Orchard Associates $1,389,210 in proceeds
from the settlement of operating prorations.  As a result Orchard
Associates distributed $694,605 to the Partnership representing its share
of such operating prorations.

     Wilshire Bundy Plaza

     On March 27, 1996, title to the property transferred to the lender.
Reference is made to the Notes for a further description of such
disposition.





     900 Third Avenue Building

     In 1994, JMB/900 Third Avenue Associates, on behalf of the property
joint venture, successfully completed an extension to December 1, 2001 of
its mortgage loan, which was scheduled to mature on December 1, 1994.  In
addition, net cash flow after debt service and capital (as defined) will be
paid into an escrow account controlled by the lender to be used by the
property joint venture for the payment of property taxes and for releasing
costs associated with leases which expire in 1999 and 2000 (approximately
240,000 square feet of space).  To date, no escrow funds have been required
to be used for leasing costs.  The remaining amount in this escrow
(including interest earned thereon), if any, will be released to the
property joint venture once 90% of such leased space has been renewed or
released.  The agreement provides, however, that the joint venture can
repay itself, out of the first available net cash flow, certain costs
incurred and deposits made by the joint venture in connection with the loan
extension (approximately $3,229,000).  As of the date of this report, all
of the amounts advanced by the joint venture have been repaid to the joint
venture (of which the Partnership's share is approximately $1,000,000).
The escrow balance at December 31, 1996 is approximately $193,000.

     Occupancy of this building increased to 98% at the end of 1996.  The
midtown Manhattan market remains competitive.  The manager has signed
leases or is in final lease negotiations with tenants to occupy virtually
all the remaining vacant space in the building.  During 1997, leases
covering approximately 21,000 square feet of space or approximately 2% of
the building's leasable square footage, expire.  Tenants occupying
approximately one-half of such space are expected to renew.

     JMB/900 is currently involved in litigation.  Current discussions
involve a settlement whereby JMB/900 would purchase all the unaffiliated
venture partner interests in the property.  There are no assurances that a
settlement will be finalized on this or any terms.  The Partnership will
not commit additional capital to this property unless, among other things,
it believes that upon sale of the property, the Partnership will receive a
return of such funds and a reasonable rate of return thereon.

     Louis Joliet Mall

     Occupancy at this mall increased to 82% at December 31, 1996
(excluding the effect of the move-out of General Cinema, Inc., as discussed
below).  During the fourth quarter of 1994, General Cinema, Inc. (14,587
square feet or approximately 5% of the mall space) ceased its operations
within the mall.  General Cinema, Inc. continues to pay rent in accordance
with its lease (which expires December 31, 1998) and as of the date of this
report, all amounts due from the tenant under the lease have been received.

The Partnership is currently in negotiations with a potential replacement
operator for the General Cinema space.  The Partnership may be required to
contribute capital to secure such replacement operator.  A significant
portion of the mall's vacant space is contained in three large spaces
(including the Mark Shale space discussed below) which have been very
difficult to lease due to their size and location within the mall.  The
manager is exploring the opportunity to lease some of this space to larger
"big box" space users which in the past have not occupied mall space.
Given their size, these types of tenants generally pay lower rents than
typical regional and national mall tenants.  In addition, the Partnership
would likely need to commit substantial capital toward the build-out of
this space for these users.  The Partnership will not commit additional
capital to this property for this purpose unless, among other things, it
believes that upon sale of the property, the Partnership will receive a
return of such funds and a reasonable rate of return thereon.





     During the third quarter of 1993, Al Baskin Co. (19,960 square feet or
approximately 7% of the mall space) informed the Partnership that even
though its lease did not contain provisions allowing it to terminate its
lease, it believed it had the right and intended to terminate its lease
effective December 31, 1993 (as opposed to the original lease expiration of
December 31, 2003).  In response, during the third quarter of 1993, the
Partnership filed an anticipatory breach lawsuit against the tenant in
order to prevent the tenant from vacating its space and cease paying rent
to the Partnership.  Subsequently, the Partnership and tenant entered into
a temporary agreement under which the tenant continued to operate its store
and pay rent.  All amounts due from the tenant under the lease had been
received through December 31, 1995.  The Partnership believes the tenant's
position is without merit and had intended to enforce the original terms of
the lease.  On November 9, 1995, Al Baskin filed for protection under
Chapter 11 of the U.S. Bankruptcy Code.  On December 29, 1995 Al Baskin
vacated its premises and ceased paying rent.  The Partnership subsequently
filed a bankruptcy claim for the maximum amount allowable (approximately
fourteen months of future rent or approximately $415,000).  There are no
assurances that any amounts will be recovered from the tenant in connection
with this action.

     The litigation regarding the lease expiration date continues.
However, if the tenant accepts the Partnership's bankruptcy claim as
discussed above, the Partnership will terminate this action.

     As the Partnership has committed to a plan to sell the property, the
property was classified as held for sale or disposition as of December 31,
1996, and therefore, will not be subject to continuing depreciation.

     Louisiana Tower

     In 1995, title to the property transferred to the lender.  Reference
is made to the Notes for a further description of such disposition.

     Mariners Pointe Apartments

     In October 1996, the Partnership, through the joint, venture sold the
Mariners Pointe Apartments.  Reference is made to the Notes for a
description of such sale.

     On October 11, 1996, the Partnership sold the apartment complex to a
third party for $7,600,000 less brokerage commissions, title costs and
legal fees.  As a result of this sale, the Partnership recognized a gain
for financial reporting and Federal income tax purposes of approximately
$2,100,000 and $4,700,000, respectively in 1996.  The lower than
anticipated proceeds from the sale of the property can be attributed
primarily to the poor past performance of the local economy and prospects
for growth in the future.  As a result of the stagnant local economy over
the last decade, the joint venture has been unable to raise rental rates at
the property.  In the meantime, however, the cost of operating the property
had risen resulting in lower net operating income than originally achieved
upon initial lease-up.  The prospects for significant growth in the local
economy which fueled increased demand for apartments and therefore upward
rental rate pressure, were poor.  Consequently, prospective purchasers were
demanding a higher initial return than can be achieved in healthier
markets.  This required return was also higher than the initial return used
in the acquisition of the property when the prospectus for the economy and
property appeared to be brighter.  The combination of lower net operating
income and higher purchaser required return had resulted in a lower sale
price which returned only a portion of the Partnership's initial
investment.





     Yerba Buena Office Building

     In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners).  In return for a smooth transition of title
and management of the property, the joint venture was able to negotiate the
right to share in future sale or refinancing proceeds, if any, above
certain specified levels.  In addition, the joint venture has a right of
first opportunity to purchase the property during the time frame of June
1995 through May 1998 should the lender wish to market the property for
sale.  The joint venture has recently learned that the lender has sold the
property without having given the joint venture its right of first
opportunity to purchase it.  The joint venture is analyzing its legal
remedies for the lender's breach of its obligation.  There are no
assurances that the joint venture would recover any amounts in the event it
should pursue its legal remedies.




     General

     To the extent that additional payments related to certain properties
are required or if properties do not produce adequate amounts of cash to
meet their needs, the Partnership may utilize the working capital which it
maintains and/or pursue outside financing sources.  However, based upon
current market conditions, the Partnership may decide not to, or may not be
able to, commit additional funds to certain of its investment properties.
This would result in the Partnership no longer having an ownership interest
in such property, and generally would result in taxable income to the
Partnership with no corresponding distributable proceeds.  The
Partnership's and its ventures' mortgage obligations generally are separate
non-recourse loans secured individually by the investment properties and
are not obligations of the entire investment portfolio, and the Partnership
and its ventures are not personally liable for the payment of the mortgage
indebtedness.

     There are certain risks and uncertainties associated with the
Partnership's investments made through joint ventures including the
possibility that the Partnership's joint venture partner in an investment
might become unable or unwilling to fulfill its financial or other
obligations, or that such joint venture partner may have economic or
business interests or goals that are inconsistent with those of the
Partnership.

     As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital.  All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate.  The Partnership has also sought or may seek additional loan
modifications or extensions of loan modifications where appropriate.  By
conserving working capital, the Partnership will be in a better position to
meet the future needs of its properties since the availability of
satisfactory outside sources of capital may be limited given the
portfolio's current debt levels, among other factors.

     The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return of their
investment to the Holders of Interests.  After reviewing the remaining
properties and the competitive marketplaces in which they operate, the
General Partners of the Partnership expect to be able to conduct an orderly
liquidation of most of its remaining investment portfolio as quickly as
practicable.  In such regard, certain of the properties have been
classified by the Partnership or its ventures as held for sale or
disposition, and therefore, will no longer be subject to continued
depreciation.  As a result, the Partnership currently expects that it will
sell or dispose of its remaining investment properties, with the possible
exception of its indirect interests in the 237 Park Avenue and the 1290
Avenue of the Americas properties, no later than the end of 1999 barring
unforeseen economic developments.  Although the Partnership currently
expects to distribute sale proceeds from the disposition of the 900 Third
Avenue, 1090 Vermont Avenue Building and Louis Joliet Mall 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, Holders of Interests may be allocated
substantial 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, 237 Park Avenue, 1290 Avenue of the
Americas 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 the real estate recession, and provide no cash flow to
the Partnership.  While loan and joint venture modifications have been
obtained which 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 any source from
these properties.  However, upon disposition, the Partnership, and
therefore the Holders of Interest will recognize a significant amount of
taxable income with no distributable proceeds.  For certain Holders of
Interests, such taxable gain may be offset by passive activity losses.
Each Holder's tax consequences will depend on such Holder's own tax
situation.

     RESULTS OF OPERATIONS

     At December 31, 1996, 1995 and 1994, the Partnership owned seven, nine
and twelve investment properties, respectively, all of which were
operating.

     The increase in the balance of cash and cash equivalents at December
31, 1996 as compared to December 31, 1995 is primarily due to retained
proceeds received from the sale of Mariners Pointe apartments and improved
property operations for 1996 and the debt restructuring during 1995 at
Louis Joliet Mall shopping center.

     The decrease in restricted funds at December 31, 1996 as compared to
December 31, 1995 is due primarily to the disposition of Wilshire Bundy
during March 1996 and all related property cash reflected as restricted
funds at December 31, 1995 being remitted to the lender.

     The decrease in interest, rents and other receivables, prepaid
expenses, land and leasehold interests, buildings and improvements,
accumulated depreciation, deferred expenses, accrued rents receivable,
accounts payable and tenant security deposits at December 31, 1996 as
compared to December 31, 1995 is due primarily to the disposition of
Wilshire Bundy Plaza in March 1996 and the sale of Mariners Pointe
Apartments in October 1996.  The Wilshire Bundy and Mariners Pointe
Apartments properties were classified by the Partnership as held for sale
or disposition at January 1, 1996, and therefore, were not subject to
continued depreciation.  Furthermore, a $16,000,000 provision for value
impairment (reflected as the cumulative effect of an accounting change in
the accompanying consolidated financial statements) was recorded at
Wilshire Bundy on January 1, 1996.  Due to such provision, and the
suspension of depreciation provisions pursuant to SFAS 121, no gain or loss
on the disposition of the property was recognized for financial reporting
purposes except for a gain on forgiveness of indebtedness reflected as an
extraordinary item.  For Federal income tax purposes such disposition
resulted in a gain of approximately $9,200,000.

     The decrease in current portion of long-term debt and accrued interest
at December 31, 1996 as compared to December 31, 1995 is primarily due to
the disposition of Wilshire Bundy Plaza in March 1996 and restructuring of
the Partnership's loan payable secured by the Partnership's interest in
Wells Fargo Center.

     The decrease in due to affiliates as of December 31, 1996 as compared
to December 31, 1995 represents a reduction of the Partnership's paid-in
capital obligation to Carlyle Investors, Inc. and Carlyle Managers, Inc.
from $2,400,000 to $800,000.  The decrease is partially offset by the
accrued interest on these obligations.

     The increase in unearned rents as of December 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of the collection of
rental income at Louis Joliet Mall.





     The decrease in the deficit balance of the investment in
unconsolidated venture is due to capital contributions of approximately
$4,368,397, related primarily to the restructuring of the Partnerships
indirect interest in JMB/NYC during the year and income from operations of
unconsolidated venture including income from restructuring of $157,949,848
related to JMB/NYC and $5,712,902 related to Wells Fargo recognized during
1996.  The deficit balance of the investment in unconsolidated venture has
been adjusted so as to reflect the prorata exposure to the Partnership
under its indemnification related to the 237 and 1290 Properties as more
fully described in the Notes.

     The decrease in rental income for the twelve months ended December 31,
1996 as compared to the twelve months ended December 31, 1995 is primarily
due to the dispositions of Wilshire Bundy Plaza in March 1996 and Louisiana
Tower in August 1995.  The decrease in rental income for the twelve months
ended December 31, 1995 as compared to the twelve months ended December 31,
1994 is primarily due to the sale of Brittany Downs Apartments I and II in
January 1995 and the disposition of Louisiana Tower in August 1995.

     Interest income decreased for the twelve months ended December 31,
1996 as compared to the twelve months ended December 31, 1995 primarily due
to lower average investments during 1996 and the disposition of Wilshire
Bundy during March 1996 in which all related property was remitted to the
lender.  Interest income increased for the twelve months ended December 31,
1995 as compared to the twelve months ended December 31, 1994 primarily due
to the increase in 1995 in the average interest rate earned on the
Partnership's investment in U.S. Government obligations partially offset by
lower average cash balances in 1995.

     The decrease in mortgage and other interest expense for the twelve
months ended December 31, 1996 as compared to the twelve months ended
December 31, 1995 is primarily due to the disposition of Louisiana Tower in
August 1995, the disposition of Wilshire Bundy Plaza in March 1996, and the
1995 refinancing of the first and second mortgage notes secured by the
Louis Joliet Mall.  The decrease in mortgage and other interest expense for
the twelve months ended December 31, 1995 as compared to the twelve months
ended December 31, 1994 is due primarily to the sale of Brittany Downs
Apartments Phase I and II in January 1995 and the disposition of Louisiana
Tower in August 1995.

     The decrease in depreciation expense for the twelve months ended
December 31, 1996 as compared to the twelve months ended December 31, 1995
is primarily due to the disposition of Louisiana Tower in August 1995 and
suspension of depreciation at Wilshire Bundy Plaza effective January 1,
1996 due to the classification of this property as held for sale or
disposition as of January 1, 1996 as discussed above.  The decrease in
depreciation expense for the twelve months ended December 31, 1995 as
compared to December 31, 1994 is due primarily to the sale of Brittany
Downs Apartments Phase I and II in January 1995 and the disposition of
Louisiana Tower in August 1995.

     The decrease in property operating expenses for the twelve months
ended December 31, 1996 as compared to the twelve months ended December 31,
1995 is due to the disposition of Louisiana Tower in August 1995 and the
disposition of Wilshire Bundy Plaza in March 1996.  The decrease in
property operating expenses for the twelve months ended December 31, 1995
as compared to the twelve months ended December 31, 1994 is due primarily
to the sale of Brittany Downs Apartments Phase I and II in January 1995 and
the disposition of Louisiana Tower in August 1995.

     The decrease in amortization of deferred expenses for the twelve
months ended December 31, 1996 as compared to December 31, 1995 is due to
the disposition of Louisiana Tower in August 1995 and the disposition of
Wilshire Bundy Plaza in March 1996.  Amortization of deferred expenses
increased for the twelve months ended December 31, 1995 as compared to the
twelve months ended December 31, 1994 primarily due to the amortization of
costs associated with the refinancing of Louis Joliet Mall in September
1995 and the loan extension obtained at Mariners Pointe Apartments during
the third quarter of 1994.




     The restructuring fee for the year ended December 31, 1996 is due to
the loan modification of the Partnership's note payable to Wells Fargo and
restructuring of the South Tower venture during the fourth quarter of 1996.

     The increase in general and administrative expenses for the twelve
months ended December 31, 1995 as compared to the year ended December 31,
1994 are attributable primarily to an increase in reimbursable costs to
affiliates of the General Partners in 1995 and the recognition of certain
additional prior year reimbursable costs to such affiliates.

     The Partnership's share of income from operations of unconsolidated
ventures for the year ended December 31, 1996 is primarily due to the
restructuring of the Partnership's interests in JMB/NYC and South Tower.
During 1996, the Partnership recognized income from restructuring of
$163,662,750 which is included with losses from operations of
unconsolidated ventures.  Furthermore, due to the effects of the bankruptcy
and related plan of reorganization of the ventures owned by JMB/NYC, the
Partnership recognized loss from operations of unconsolidated venture of
$496,653 for the year ending December 31, 1996 compared to losses of
$13,588,448 for the year ended December 31, 1995.  The increase in the
Partnership's share of loss from operations of unconsolidated ventures for
the twelve months ended December 31, 1995 as compared to the twelve months
ended December 31, 1994 is primarily due to reduced rental income at Piper
Jaffray Tower due to the expansion of Piper Jaffray, Inc. and reduced
rental income at Wells Fargo-IBM Tower due to the early move-out of two
major law firm tenants during 1995 as discussed above.

     The gain on sale of property by unconsolidated ventures for the twelve
months ended December 31, 1996 is due to final resolution regarding OOUV's
share of reimbursable developmental costs related to the sale of Old
Orchard shopping center which was sold in September 1993.  The loss on sale
of property by unconsolidated ventures and the Partnership's share of gain
from the extinguishment of indebtedness of unconsolidated ventures for the
twelve months ended December 31, 1995 as compared to the twelve months
ended December 31, 1994 is primarily due to the disposition of the 2
Broadway Building and the related gain on the extinguishment of
indebtedness.

     The gain on sale of investment properties for the twelve months ended
December 31, 1996 is due to the sale of the Mariners Pointe Apartments in
October 1996.  The increase in the gain on sale of investment properties,
gain on forgiveness of indebtedness and the prepayment penalty for the
twelve months ended December 31, 1995 as compared to the twelve months
ended December 31, 1994 is due to the sale of the Brittany Downs Apartments
Phase I and Phase II in January 1995 and the related gain recognized on
forgiveness of debt, and the disposition of Louisiana Tower in August 1995,
in addition to the refinancing of Louis Joliet Mall in September 1995 and
related prepayment penalty.

     The extraordinary gain on forgiveness on indebtedness for the twelve
months ended December 31, 1996 is due to the disposition of the Wilshire
Bundy Plaza in March 1996 as discussed above.




     INFLATION

     Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.

     Inflation is not expected to significantly impact future operations
due to the expected sale or disposition of most of the investment
properties of the Partnership by the end of 1999.  However, to the extent
that inflation in future periods may have an adverse impact on property
operating expenses, the effect would generally be offset by amounts
recovered from tenants as many of the long-term leases at the Partnership's
commercial properties have escalation clauses covering increases in the
cost of operating the properties as well as real estate taxes.  Therefore,
the effect on operating earnings generally will depend upon the extent to
which the properties are occupied.  In addition, substantially all of the
leases at the Partnership's shopping center investment contain provisions
which entitle the property owner to participate in gross receipts of
tenants above fixed minimum amounts.






ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                                 INDEX


Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended December 31, 1996,
  1995 and 1994

Consolidated Statements of Partners' Capital Accounts (Deficits),
  years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31,
  1996, 1995 and 1994

Notes to Consolidated Financial Statements

                                                          SCHEDULE
                                                          --------

Consolidated Real Estate and Accumulated Depreciation        III


SCHEDULES NOT FILED:

     All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.












                     INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV:

     We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XIV, a limited partnership, (the Partnership),
and its consolidated ventures as listed in the accompanying index.  In
connection with our audits of the consolidated financial statements, we
also have audited the financial statement schedule as listed in the
accompanying index.  These consolidated financial statements and the
financial statement schedule are the responsibility of the General Partners
of the Partnership.  Our responsibility is to express an opinion on these
consolidated financial statements and the financial statement schedule
based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
the Partnership and its consolidated venture at December 31, 1996 and 1995,
and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1996, in conformity with
generally accepted accounting principles.  Also in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

     As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated venture changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.








                            KPMG PEAT MARWICK LLP


Chicago, Illinois
March 21, 1997





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

                                         CONSOLIDATED BALANCE SHEETS

                                         DECEMBER 31, 1996 AND 1995

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                            1996              1995
                                                                        ------------      -----------
<S>                                                                    <C>               <C>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $ 18,069,904       16,210,170
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . .          --           2,523,419
  Interest, rents and other receivables (net of allowance
    for doubtful accounts of $22,675 for 1996 and $383,341
    for 1995) . . . . . . . . . . . . . . . . . . . . . . . . . . . .        162,300          310,325
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . .         25,860          101,000
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . .        250,603          349,318
                                                                        ------------     ------------
          Total current assets. . . . . . . . . . . . . . . . . . . .     18,508,667       19,494,232
                                                                        ------------     ------------

Investment properties - Schedule III:
    Land and leasehold interest . . . . . . . . . . . . . . . . . . .          --           6,982,049
    Buildings and improvements. . . . . . . . . . . . . . . . . . . .          --         105,859,744
                                                                        ------------     ------------
                                                                               --         112,841,793
    Less accumulated depreciation . . . . . . . . . . . . . . . . . .          --          36,814,248
                                                                        ------------     ------------
          Total properties held for investment,
            net of accumulated depreciation . . . . . . . . . . . . .          --          76,027,545

    Properties held for sale or disposition . . . . . . . . . . . . .     33,602,388            --
                                                                        ------------     ------------
          Total investment properties . . . . . . . . . . . . . . . .     33,602,388       76,027,545
                                                                        ------------     ------------

Investment in unconsolidated ventures, at equity. . . . . . . . . . .      6,279,874        7,534,345
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .      1,158,543        1,920,835
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .        453,494        1,136,835
                                                                        ------------     ------------

                                                                        $ 60,002,966      106,113,792
                                                                        ============     ============





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

                                   CONSOLIDATED BALANCE SHEETS - CONTINUED

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

                                                                            1996              1995
                                                                        ------------     ------------
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .   $    251,510       60,042,105
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .      1,018,641        1,187,171
  Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . .      1,273,858        2,743,979
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . .        796,972        7,291,442
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .        600,100          600,015
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . .        435,718          304,724
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .      4,376,799       72,169,436
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .         15,168          417,084
Investment in unconsolidated ventures, at equity. . . . . . . . . . .     21,687,689      184,813,778
Long-term debt, less current portion. . . . . . . . . . . . . . . . .     47,736,328       26,000,000
                                                                        ------------     ------------
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . .     73,815,984      283,400,298

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . .          1,000            1,000
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .    (15,345,058)     (21,087,495)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .     (1,316,336)      (1,316,336)
                                                                        ------------     ------------
                                                                         (16,660,394)     (22,402,831)
                                                                        ------------     ------------
  Limited partners (400,909.17850 Interests):
    Capital contributions, net of offering costs. . . . . . . . . . .    351,746,836      351,746,836
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .   (304,723,432)    (462,454,483)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .    (44,176,028)     (44,176,028)
                                                                        ------------     ------------
                                                                           2,847,376     (154,883,675)
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .    (13,813,018)    (177,286,506)
                                                                        ------------     ------------
                                                                        $ 60,002,966      106,113,792
                                                                        ============     ============

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




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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                           1996             1995            1994
                                                       ------------     ------------    ------------
<S>                                                   <C>              <C>             <C>
Income:
  Rental income . . . . . . . . . . . . . . . . . .    $ 10,544,285       17,403,886      22,212,040
  Interest income . . . . . . . . . . . . . . . . .         854,307        1,138,093         985,270
  Other income. . . . . . . . . . . . . . . . . . .         431,738          512,777         400,000
                                                       ------------     ------------    ------------
                                                         11,830,330       19,054,756      23,597,310
                                                       ------------     ------------    ------------
Expenses:
  Mortgage and other interest . . . . . . . . . . .       5,971,389       11,041,298      13,670,591
  Depreciation. . . . . . . . . . . . . . . . . . .       1,462,969        4,155,575       4,795,412
  Property operating expenses . . . . . . . . . . .       5,289,810        9,861,497      11,299,218
  Professional services . . . . . . . . . . . . . .         739,065          731,793         779,846
  Amortization of deferred expenses . . . . . . . .         367,084          650,512         472,735
  General and administrative. . . . . . . . . . . .         659,725          686,912         598,531
  Restructuring fee . . . . . . . . . . . . . . . .       6,118,255            --              --
                                                       ------------     ------------    ------------
                                                         20,608,297       27,127,587      31,616,333
                                                       ------------     ------------    ------------
    Operating earnings (loss) . . . . . . . . . . .      (8,777,967)      (8,072,831)     (8,019,023)

Partnership's share of  operations of unconsolidated
  ventures (including income from restructuring of
  $163,662,750 in 1996) . . . . . . . . . . . . . .     161,701,376      (19,392,303)    (16,851,858)
                                                       ------------     ------------    ------------

    Net operating earnings (loss) . . . . . . . . .     152,923,409      (27,465,134)    (24,870,881)

Partnership's share of gain (loss) on sale of
  investment properties by unconsolidated
  ventures. . . . . . . . . . . . . . . . . . . . .         870,837      (29,579,058)      1,702,082
Gain on sales or disposition of
  investment properties . . . . . . . . . . . . . .       2,057,231       14,692,172           --
                                                       ------------     ------------    ------------
    Net earnings (loss) before
      extraordinary item. . . . . . . . . . . . . .     155,851,477      (42,352,020)    (23,168,799)





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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                           1996             1995            1994
                                                       ------------     ------------    ------------
Extraordinary items:
  Gain on forgiveness of indebtedness . . . . . . .      23,622,011        1,650,638           --
  Partnership's share of gain on
    extinguishment of indebtedness of
    unconsolidated venture. . . . . . . . . . . . .           --          31,264,814           --
  Prepayment penalty on refinanced long-term
    debt. . . . . . . . . . . . . . . . . . . . . .           --            (204,093)          --
  Provision for earthquake repairs. . . . . . . . .           --           3,000,000      (3,000,000)
Cumulative effect of an accounting change . . . . .     (16,000,000)           --              --
                                                       ------------     ------------    ------------
    Net earnings (loss) . . . . . . . . . . . . . .    $163,473,488       (6,640,661)    (26,168,799)
                                                       ============     ============    ============
    Net earnings (loss) per limited
      partnership interest:
        Net operating earnings (loss) . . . . . . .    $     366.18           (65.74)         (59.53)
        Partnership's share of gain (loss)
          on sale of investment properties
          by unconsolidated ventures. . . . . . . .            2.15           (73.02)           4.20
        Gain on sale or disposition of
          investment properties . . . . . . . . . .            5.08            36.27           --
        Extraordinary items . . . . . . . . . . . .           58.33            87.94           (7.18)
        Cumulative effect of an accounting change .          (38.31)           --              --
                                                       ------------     ------------    ------------
        Net earnings (loss) . . . . . . . . . . . .    $     393.43           (14.55)         (62.51)
                                                       ============     ============    ============













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




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

                        CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



<CAPTION>
                             GENERAL PARTNERS                                       LIMITED PARTNERS
              --------------------------------------------------    ---------------------------------------------------
                                                                 CONTRI-
                                                                 BUTIONS
                          NET                                    NET OF       NET
            CONTRI-    EARNINGS      CASH                       OFFERING    EARNINGS       CASH
            BUTIONS     (LOSS)   DISTRIBUTIONS      TOTAL        COSTS       (LOSS)    DISTRIBUTIONS     TOTAL
            -------   ---------- -------------   -----------  -----------  ----------  ------------- ------------
<S>        <C>       <C>        <C>             <C>          <C>          <C>          <C>          <C>
Balance
 (deficits)
 Decem-
 ber 31,
 1993 . . . .$1,000  (19,183,198)  (1,235,319)  (20,417,517) 351,746,836 (431,549,320)  (36,155,381)(115,957,865)

Net earnings
 (loss) . . .  --     (1,097,814)       --       (1,097,814)       --     (25,070,985)        --     (25,070,985)
             ------  -----------   ----------   -----------  ----------- ------------   ----------- ------------
Balance
 (deficits)
 Decem-
 ber 31,
 1994 . . . . 1,000  (20,281,012)  (1,235,319)  (21,515,331) 351,746,836 (456,620,305)  (36,155,381)(141,028,850)

Cash dis-
 tributions .  --          --         (81,017)      (81,017)       --           --       (8,020,647)  (8,020,647)
Net earnings
 (loss) . . .  --       (806,483)       --         (806,483)       --      (5,834,178)        --      (5,834,178)
             ------  -----------   ----------   -----------  ----------- ------------   ----------- ------------




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

                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED




                             GENERAL PARTNERS                                       LIMITED PARTNERS
              --------------------------------------------------    ---------------------------------------------------
                                                                 CONTRI-
                                                                 BUTIONS
                          NET                                    NET OF       NET
            CONTRI-    EARNINGS      CASH                       OFFERING    EARNINGS       CASH
            BUTIONS     (LOSS)   DISTRIBUTIONS      TOTAL        COSTS       (LOSS)    DISTRIBUTIONS     TOTAL
            -------   ---------- -------------   -----------  -----------  ----------  ------------- ------------
Balance
 (deficits)
 Decem-
 ber 31,
 1995 . . . . 1,000  (21,087,495)  (1,316,336)  (22,402,831) 351,746,836 (462,454,483)  (44,176,028)(154,883,675)

Net earnings
 (loss) . . .  --      5,742,437        --        5,742,437        --     157,731,051         --     157,731,051
             ------  -----------   ----------   -----------  ----------- ------------   ----------- ------------
Balance
 (deficits)
 Decem-
 ber 31,
 1996 . . . .$1,000  (15,345,058)  (1,316,336)  (16,660,394) 351,746,836 (304,723,432)  (44,176,028)   2,847,376
              ====== ===========   ==========   ===========  =========== ============   =========== ============
















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




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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                           1996             1995            1994
                                                       ------------      -----------     -----------
<S>                                                   <C>               <C>             <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . .    $163,473,488       (6,640,661)    (26,168,799)
  Items not requiring (providing) cash or
    cash equivalents:
      Depreciation. . . . . . . . . . . . . . . . .       1,462,969        4,155,575       4,795,412
      Amortization of deferred expenses . . . . . .         367,084          650,512         472,735
      Amortization of discount on long-term debt. .           --             257,588         540,492
      Restructuring fee . . . . . . . . . . . . . .       6,118,255            --              --
      Partnership's share of operations of
        unconsolidated ventures (including income
        from restructuring of $163,662,750 in 1996)    (161,701,376)      19,392,303      16,851,858
      Partnership's share of gain (loss) on
        sale of investment properties by
        unconsolidated ventures . . . . . . . . . .        (870,837)      29,579,058      (1,702,082)
      Gain on sale or disposition of investment
        properties. . . . . . . . . . . . . . . . .      (2,057,231)     (14,692,172)          --
      Extraordinary items . . . . . . . . . . . . .     (23,622,011)     (35,711,359)      3,000,000
      Cumulative effect of an accounting change . .      16,000,000            --              --
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . .        (861,169)      (2,340,567)      1,699,657
    Interest, rents and other receivables . . . . .        (113,362)         239,454          25,989
    Prepaid expenses. . . . . . . . . . . . . . . .          31,273            9,665          17,052
    Escrow deposits . . . . . . . . . . . . . . . .          98,715         (315,817)        164,416
    Accrued rents receivable. . . . . . . . . . . .         (42,471)          89,377         277,659
    Accounts payable. . . . . . . . . . . . . . . .         138,524          460,368         212,459
    Due to affiliates . . . . . . . . . . . . . . .         129,878          168,594         127,831
    Accrued interest. . . . . . . . . . . . . . . .       3,474,759        6,213,384        (728,768)
    Deferred interest . . . . . . . . . . . . . . .           --           1,200,233       2,648,987
    Accrued real estate taxes . . . . . . . . . . .         158,390          (42,682)          6,237
    Unearned rents. . . . . . . . . . . . . . . . .         160,900         (302,569)       (175,116)
    Tenant security deposits. . . . . . . . . . . .          (7,188)          41,497         131,734
    Other liabilities . . . . . . . . . . . . . . .           --            (488,549)         30,316
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            operating activities. . . . . . . . . .       2,338,590        1,923,232       2,228,069
                                                       ------------      -----------     -----------





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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                            1996            1995            1994
                                                        -----------      -----------     -----------
Cash flows from investing activities:
  Net sales and maturities (purchases)
   of short-term investments. . . . . . . . . . . .           --           2,129,166      14,061,209
  Additions to investment properties. . . . . . . .        (608,071)      (1,487,605)     (3,402,832)
  Partnership's distributions from
    unconsolidated ventures . . . . . . . . . . . .       3,568,234        1,576,046       5,925,748
  Cash proceeds from sale of investment
    properties. . . . . . . . . . . . . . . . . . .         777,478        2,795,768           --
  Partnership's contributions to
    unconsolidated ventures . . . . . . . . . . . .      (4,368,397)        (515,350)     (1,760,411)
  Payment of deferred expenses. . . . . . . . . . .        (198,100)        (330,216)       (734,434)
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            investing activities. . . . . . . . . .        (828,856)       4,167,809      14,089,280
                                                       ------------      -----------     -----------
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . .           --            (376,203)       (728,949)
  Proceeds received on restructuring and
    refinancing of long-term debt . . . . . . . . .         350,000          381,704           --
  Prepayment penalty on long-term debt. . . . . . .           --            (204,093)          --
  Distributions to general partners . . . . . . . .           --             (81,017)          --
  Distributions to limited partners . . . . . . . .           --          (8,020,647)          --
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            financing activities. . . . . . . . . .         350,000       (8,300,256)       (728,949)
                                                       ------------      -----------     -----------
          Net increase (decrease) in cash
            and cash equivalents. . . . . . . . . .       1,859,734       (2,209,215)     15,588,400

          Cash and cash equivalents,
            beginning of year . . . . . . . . . . .      16,210,170       18,419,385       2,830,985
                                                       ------------      -----------     -----------
          Cash and cash equivalents,
            end of year . . . . . . . . . . . . . .    $ 18,069,904       16,210,170      18,419,385
                                                       ============      ===========     ===========





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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                                                            1996            1995            1994
                                                        -----------      -----------     -----------
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . .    $  2,496,630        3,574,186      11,209,880
                                                       ============      ===========     ===========
  Non-cash investing and financing activities:
      Sale of investment properties:
      Total sale proceeds, net of selling expenses.    $  7,277,478       17,925,768           --
      Principal balances due on mortgages payable .      (6,500,000)     (15,130,000)          --
                                                       ------------      -----------     -----------
      Cash proceeds from sale of investment
        property, net of selling expenses . . . . .    $    777,478        2,795,768           --
                                                       ============      ===========     ===========
      Extraordinary item due to forgiveness
        of indebtedness secured by
        Brittany Downs Apartments - Phase II. . . .    $      --           1,650,638           --
                                                       ============      ===========     ===========
      Extraordinary item due to forgiveness
        of indebtedness secured by
        Wilshire Bundy Plaza. . . . . . . . . . . .    $ 23,622,011            --              --
                                                       ============      ===========     ===========
      Gross proceeds from restructuring and
        refinancing of long-term debt . . . . . . .    $  9,737,838       26,000,000           --
      Principal and interest paid at closing. . . .           --         (24,985,162)          --
      Prepayment penalty. . . . . . . . . . . . . .           --            (204,093)          --
      Payment of deferred mortgage expense. . . . .           --            (429,041)          --
      Restructuring fee . . . . . . . . . . . . . .      (6,118,255)           --              --
      Accrued interest. . . . . . . . . . . . . . .      (3,269,583)           --              --
                                                       ------------      -----------     -----------
            Proceeds received on restructuring
              and refinancing of long-term debt . .    $    350,000          381,704           --
                                                       ============      ===========     ===========
      Gain recognized on disposition of investment
        properties. . . . . . . . . . . . . . . . .    $  2,928,068       14,692,172           --
                                                       ============      ===========     ===========
      Reduction in investment in unconsolidated
        venture . . . . . . . . . . . . . . . . . .    $  1,600,000            --              --
                                                       ============      ===========     ===========
      Reduction in amounts due to affiliates. . . .    $ (1,600,000)           --              --
                                                       ============      ===========     ===========
<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 1996, 1995 AND 1994

OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership holds (either directly or through joint ventures) an
equity investment portfolio of United States real estate.  Business
activities consist of rentals to a wide variety of commercial and retail
companies, and the ultimate sale or disposition of such real estate.  The
Partnership currently expects to conduct an orderly liquidation of most of
its remaining investment portfolio and wind up its affairs as quickly as
practicable.  As a result, the Partnership currently expects that it will
sell or dispose of its remaining investment properties, with the possible
exception of its indirect interests in the 237 Park Avenue and 1290 Avenue
of the Americas properties (the "Properties"), not later than December 31,
1999 barring any unforseen economic developments.

    The accompanying consolidated financial statements include the accounts
of the Partnership and its majority-owned venture, Mariners Pointe
Associates ("Mariners Pointe") (prior to its sale in October 1996).  The
effect of all significant transactions between the Partnership and the
consolidated venture has been eliminated.  The equity method of accounting
has been applied in the accompanying consolidated financial statements with
respect to the Partnership's interests in Orchard Associates; JMB/Piper
Jaffray Tower Associates ("JMB/Piper") and JMB Piper Jaffray Tower
Associates II ("JMB/Piper II"); 900 3rd Avenue Associates ("JMB/900"); 1090
Vermont Avenue, N.W. Associates Limited Partnership ("1090 Vermont");
Maguire/Thomas Partners - South Tower LLC (formerly Maguire/Thomas Partners
- South Tower) ("South Tower").

     The Partnership holds an approximate 50% interest in JMB/NYC Office
Building Associates, L.P. ("JMB/NYC") which in turn owns an indirect
approximate 4.9% interest in commercial real estate in the city of New
York, New York consisting of the 237 Park Avenue and 1290 Avenue of the
Americas properties (the "Properties").

     The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's 50% indirect
interest in JMB/NYC through Carlyle XIV Associates, L.P.  Accordingly, the
financial statements do not include the accounts of JMB/NYC or Carlyle XIV
Associates, L.P. Effective with the confirmation and acceptance of the
Amended Plan of Reorganization and Disclosure Statement on October 10, 1996
("Effective Date"), JMB/NYC accounts for its indirect interest in the
Properties on the cost basis of accounting as a result of JMB/NYC
converting its ownership interest in the joint ventures which owned the
Properties to a limited partner.  As a limited partner, JMB/NYC has no
future funding obligations (other than that related to a certain
indemnification provided in connection with the restructuring) and has no
influence or control over the day-to-day affairs of the Properties which
owns the Properties subsequent to the Effective Date.  Accordingly, JMB/NYC
(and the Partnership) have suspended loss recognition relative to their
respective real estate investments and have reversed those previously
recognized losses that the Partnership and JMB/NYC are no longer obligated
to fund.  The Partnership maintains a deficit balance in its investment in
unconsolidated venture to reflect its maximum exposure under the
indemnification agreement.  The share of income from unconsolidated
ventures in the accompanying Partnership financial statements includes the
respective partnerships' proportionate share of the operations of the
Properties through the Effective Date, as well as income from restructuring
consisting primarily of the reversal of previously recognized losses as
noted above and the adjustments necessary to record the restructuring.
JMB/NYC utilized the equity method to account for such investments prior to
the Effective Date.





     Due to the restructuring of the Partnership's interest in Maguire
Thomas Partners - South Tower, LLC, as discussed below, the Partnership has
suspended loss recognition relative to its respective real estate
investment and has reversed those previously recognized losses that the
Partnership is no longer obligated to fund, which is reflected as income
from restructuring.

     The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above.  Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership.  The net effect of these items for the years
ended December 31, 1996 and 1995 is summarized as follows:




<TABLE>
<CAPTION>

                                                    1996                               1995
                                                  -------------------------------------------------------------
                                                         TAX BASIS                         TAX BASIS
                                       GAAP BASIS       (UNAUDITED)       GAAP BASIS      (UNAUDITED)
                                      ------------      ----------       ------------     ----------
<S>                                  <C>               <C>              <C>              <C>

Total assets. . . . . . . . . . . .   $ 60,002,966       96,200,128      106,113,792      97,367,891

Partners' capital accounts
  (deficits):
    General partners. . . . . . . .    (16,660,394)     (17,092,692)     (22,402,831)    (22,727,866)
    Limited partners. . . . . . . .      2,847,376     (160,531,826)    (154,883,675)   (176,962,173)

Net earnings (loss):
    General partners. . . . . . . .      5,742,437        5,635,174         (806,483)       (610,819)
    Limited partners. . . . . . . .    157,731,051       16,430,347       (5,834,178)    (25,164,650)

Net earnings (loss)
  per limited
  partnership interest. . . . . . .         393.43            40.97           (14.55)         (62.75)
                                       ===========      ===========      ===========    =============

</TABLE>




     The net earnings (loss) per limited partnership interest is based upon
the limited partnership interests outstanding at the end of each year
(400,909.17850).  Deficit capital accounts will result, through the
duration of the Partnership, in the recognition of net gain to the Holders
of Interests for financial reporting and Federal income tax purposes.
Reference is made to the Notes for a discussion of the allocations of
profits and losses.

     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 those
estimates.

     Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from its unconsolidated ventures are considered
cash flow from operating activities to the extent of the Partnership's
cumulative share of net earnings.  In addition, the Partnership records
amounts held in U.S. Government obligations at cost which approximates
market.  For the purposes of these statements, the Partnership's policy is
to consider all such amounts held with original maturities of three months
or less (approximately $16,772,271 and $16,040,895 at December 31, 1996 and
1995, respectively) as cash equivalents, which includes investments in an
institutional mutual fund which holds U.S. Government obligations, with any
remaining amounts (generally with original maturities of one year or less)
reflected as short-term investments being held to maturity.

     Deferred expenses consist primarily of mortgage fees which are
amortized on a straight-line basis over the terms of the related mortgage
notes and deferred leasing commissions and concessions which are amortized
over the lives of the related leases.

     Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrues
rental income for the full period of occupancy on a straight-line basis.
Such amounts are reflected in accrued rents receivable in the accompanying
balance sheets.

     Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

     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
required under applicable law to remit directly to tax authorities amounts
representing withholding from distributions paid to partners.

     The Partnership has acquired, either directly or through joint
ventures, two apartment complexes, fourteen office buildings and three
shopping centers.  Twelve properties have been sold or disposed of by the
Partnership as of December 31, 1996.  All of the properties owned at
December 31, 1996 were operating.  The cost of the investment properties
represents the total cost to the Partnership or its ventures plus
miscellaneous acquisition costs and net of value impairment adjustments.

     Depreciation on the consolidated investment properties has been
provided over the estimated useful lives of 5 to 30 years using the
straight-line method.

     The investment properties or the Partnership's interest in
unconsolidated ventures are pledged as security for the long-term debt, for
which there is generally no recourse to the Partnership.  The long-term
debt represents senior mortgage loans.




     Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.

     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" was issued in March 1995.  The Partnership
adopted SFAS 121 as required in the first quarter of 1996.  SFAS 121
requires that the Partnership record an impairment loss on its properties
to be held for investment whenever their carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale.  The amount of the impairment loss to be recognized
would be the difference between the property's carrying value and the
property's estimated fair value.  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.  The
$16,000,000 impairment loss on the Wilshire Bundy investment property,
which was categorized as held for sale or disposition at January 1, 1996
upon adoption of SFAS 121, has been reflected in the accompanying
consolidated financial statements as the cumulative effect of an accounting
change as provided by SFAS 121.  In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated.  Adjustments for impairment loss for such properties
(subsequent to the date of adoption of SFAS 121) are made in each period as
necessary to report these properties at the lower of carrying value or fair
value less costs to sell.  In certain situations, such estimated fair value
could be less than the existing non-recourse debt which is secured by the
property.  There can be no assurance that any estimated fair value of these
properties would ultimately be realized by the Partnership in any future
sale or disposition transaction.

     Under the prior accounting policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's carrying value.  The amount of any such impairment loss
recognized by the Partnership was limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness.  An impairment loss under SFAS 121 is determined
without regard to the nature or the balance of such non-recourse
indebtedness.  Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain for financial reporting purposes (comprised of gain on
extinguishment of debt and gain or loss on the sale or disposition of
property) for financial reporting purposes to the extent of any excess of
the then outstanding balance of the property's non-recourse indebtedness
over the then carrying value of the property, including the effect of any
reduction for impairment loss under SFAS 121.

     In addition, upon the disposition of any impaired property, the
Partnership will generally recognize more gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's prior
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition.  Although
implementation of this accounting statement could significantly impact the
Partnership's reported earnings, there would be no impact on cash flows.
Further, any such impairment loss is not recognized for Federal income tax
purposes.

     The results of operations for consolidated properties classified as
held for sale or disposition as of December 31, 1996 or sold or disposed of
during the past three years were net losses of $106,017, $6,842,205 and
$6,357,263, respectively, for the years ended December 31, 1996, 1995 and
1994.





     In addition, the accompanying financial statements include income
(losses) ($679,665), $599,394 and ($8,766,947), respectively, of the
Partnership's share of total property operations of ($1,317,601),
$3,507,789 and ($35,326,343) of unconsolidated properties held for sale or
disposition as of December 31, 1996 or sold or disposed of in the past
three years.


VENTURE AGREEMENTS - GENERAL

     The Partnership at December 31, 1996 is a party to six operating joint
venture agreements.  Pursuant to such agreements, the Partnership made
initial capital contributions of approximately $192,617,000 (before legal
and other acquisition costs and its share of operating deficits as
discussed below).  Under certain circumstances, either pursuant to the
venture agreements or due to the Partnership's obligations as a general
partner, the Partnership may be required to make additional cash
contributions to certain of the ventures.  Five of the joint venture
agreements (JMB/NYC (through an interest in Carlyle-XIV Associates, L.P.),
JMB/Piper, JMB/Piper II, JMB/900 and South Tower) are, directly or
indirectly, with partnerships (JMB/Manhattan Associates, Ltd.
("JMB/Manhattan"), Carlyle Real Estate Limited Partnership-XIII ("C-XIII")
and Carlyle Real Estate Limited Partnership-XV ("C-XV")) sponsored by the
Corporate General Partner or its affiliates.  These five joint ventures
have entered into a total of six property joint venture agreements.

     The Partnership has acquired, through the above ventures, interests in
seven office buildings.  The venture properties have been financed under
various long-term debt arrangements as described below.

     There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.

INVESTMENT PROPERTIES

     ORCHARD ASSOCIATES

     The Partnership's interest in Old Orchard Shopping Center (through
Orchard Associates and Old Orchard Urban Venture ("OOUV")) was sold in
September 1993.

     OOUV was entitled to receive up to an additional $4,300,000 based upon
certain events (as defined), all of which was earned and was subsequently
received in 1994.  Upon receipt, OOUV distributed the $4,300,000 to the
respective partners based upon their percentage interests.  OOUV could have
received reimbursement, under certain conditions, of up to an additional
$3,400,000 (of which Orchard Associates had a 79.1667 interest) of
previously incurred development costs based upon certain future earnings of
the property (as defined).  In December 1996, OOUV received a final
allocation of $2,450,000 (of which the Partnership's share was $969,796) of
such development costs related to the sale of Old Orchard Shopping Center.

     At the time of redemption, OOUV retained a portion of the Orchard
Associates redemption proceeds in order to fund certain contingent amounts
which may have been due in the future.  In July 1995, OOUV distributed to
Orchard Associates a significant portion of its redemption holdback of
$2,083,644.  As a result, the Partnership received its share of the
holdback of $1,041,820.  In October 1995, OOUV distributed to Orchard
Associates its share of the pre-sale settlement with Federated Department
Stores of $288,452.  As a result, Orchard distributed to the Partnership
its share of the settlement of $144,226.  In 1996, OOUV distributed to
Orchard Associates $1,389,210 in proceeds from the settlement of operating
prorations.  As a result, Orchard Associates distributed $694,405 to the




Partnership representing its share of such operating prorations.  The
Partnership intends to retain these funds for working capital purposes.

     OOUV and Orchard Associates had also entered into a contribution
agreement whereby they have agreed to share future gains and losses which
may arise with respect to potential revenues and liabilities from events
which predated the contribution of the property to the new venture
(including, without limitation the distribution to OOUV of $4,300,000 and
the potential future distribution of $3,400,000 as described above) in
accordance with their pre-contribution percentage interests.  In September
1994, Orchard received its share of the contingent $4,300,000, as discussed
above and distributed to each of the respective partners their share
($1,702,082) to the Partnership of such amount.  The Partnership recognized
a gain of $1,702,082 for financial reporting purposes and Federal income
tax purposes in 1994.  In December 1996, Orchard received its share of the
earnout provision $2,450,000, as discussed above, and distributed to each
of the respective partners their share ($969,796 to the Partnership) of
such amount.  The Partnership recognized a gain of $870,837 for financial
reporting and for federal income tax purposes in 1996.

     JMB/NYC

     JMB/NYC is a limited partnership among Carlyle-XIV Associates, L.P.,
Property Partners, L.P. and Carlyle-XIII Associates, L.P. as limited
partners and Carlyle Managers, Inc. as the sole general partner.  The
Partnership is a 40% shareholder of Carlyle Managers, Inc. and related to
this investment, has an obligation to fund, on demand, $400,000 (reduced
from $1,200,000 during 1996) of additional paid-in capital to Carlyle
Managers, Inc. (reflected in amounts due to affiliates in the accompanying
consolidated financial statements).  The Partnership currently holds,
indirectly as a limited partner of Carlyle-XIV Associates, L.P., an
approximate 50% limited partnership interest in JMB/NYC.  The sole general
partner of Carlyle-XIV Associates, L.P. is Carlyle Investors, Inc., of
which the Partnership is a 40% shareholder.  Related to this investment,
the Partnership has an obligation to fund, on demand, $400,000 (reduced
from $1,200,000 during 1996) of additional paid-in capital (reflected in
amounts due to affiliates in the accompanying consolidated financial
statements).  The general partner in each of JMB/NYC and Carlyle-XIV
Associates, L.P. is an affiliate of the Partnership.  For financial
reporting purposes, the allocation of profits and losses of JMB/NYC to the
Partnership is 50%.

     In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC, entered
into an agreement (the "Agreement") with the affiliates (the "Olympia &
York affiliates") of Olympia & York Developments, Ltd. ("O&Y") who were the
venture partners in the Joint Ventures which owned 237 Park Avenue, 1290
Avenue of the Americas and 2 Broadway, to resolve certain disputes among
the Affiliated Partners and the Olympia & York affiliates.  In general, the
parties agreed to:  (i) restructure the first mortgage loan; (ii) sell the
2 Broadway Building; (iii) reduce or eliminate approval rights of JMB/NYC
with respect to virtually all property management, leasing, sale or
refinancing; (iv) amend the Joint Ventures' agreements to eliminate any
funding obligations by JMB/NYC and (v) establish a new preferential cash
distribution level for the Olympia & York affiliates.  In accordance with
the Agreement and in anticipation of the sale of the 2 Broadway Building,
the unpaid first mortgage indebtedness previously allocated to 2 Broadway
was allocated in 1994 to 237 Park Avenue and 1290 Avenue of the Americas.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the Joint Ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties remaining after the sale of 2
Broadway.  In June 1995, the 2 Broadway Joint Ventures filed their pre-
arranged bankruptcy plans for reorganization, and in August 1995, the




bankruptcy court entered an order confirming their plans of reorganization.

In September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or the Olympia
and York affiliates.

     Bankruptcy filings for the Joint Ventures owning the 237 Park Avenue
and 1290 Avenue of the Americas properties were made in April 1996, and in
August 1996, an Amended Plan of Reorganization and Disclosure Statement
(the "Plan") was filed with the Bankruptcy Court for these Joint Ventures.
The Plan was accepted by the various classes of debt and equity holders and
confirmed by the Court on September 20, 1996 and became effective October
10, 1996 ("Effective Date").  The Plan provides that JMB/NYC has an
indirect limited partnership interest which, before taking into account
significant preferences to other partners, equals approximately 4.9% of the
reorganized and restructured ventures owning 237 Park and 1290 Avenue of
the Americas.  Neither O&Y nor any of its affiliates has any direct or
indirect continuing interest in the Properties.  The new ownership
structure gives control of the Properties to a newly-organized real estate
investment trust which is owned primarily by holders of the first mortgage
debt which encumbered the Properties prior to the bankruptcy.  JMB/NYC has,
under certain limited circumstances, through January 1, 2001 rights of
consent regarding sale of the Properties or the consummation of certain
other transactions that significantly reduce indebtedness of the
Properties.

     The restructuring and reorganization discussed above eliminates any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements.  The
Affiliated Partners entered into a joint and several obligation to
indemnify, through a date no later than January 2, 2001, the newly formed
real estate investment trust to the extent of $25 million to ensure their
compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties.  The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $3.9 million) to JMB/NYC which was deposited into an escrow
account as collateral for such indemnification.  These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001. Compliance with the provisions of the indemnification
agreement generally deal with impacting the operations of the newly
organized real estate investment trust.  Compliance, therefore, is within
the control of the Affiliated Partners and non-compliance with such
provisions by either the Partnership or the Affiliated Partners is highly
unlikely.  Therefore, it is highly likely that the Partnership's share of
the collateral will be returned to it at the termination of the
indemnification agreement.  The Partnership may either retain for working
capital purposes or distribute all or portions of such funds upon return.

     PIPER JAFFRAY TOWER

     In 1984, the Partnership acquired, through JMB/Piper, with C-XV, an
interest in a 42-story office building known as the Piper Jaffray Tower in
Minneapolis, Minnesota with the developer and certain limited partners.  In
April 1986, JMB/Piper II, a joint venture partnership between the
Partnership and C-XV, acquired the developer's interest in the OB Joint
Venture.  JMB/Piper holds its interest in the property through three
existing joint ventures (OB Joint Venture, OB Joint Venture II and 222
South Ninth Street Limited Partnership, together "Piper").  The terms of
the JMB/Piper and JMB/Piper II venture agreements generally provide that
JMB/Piper's and JMB Piper II's respective shares of Piper's annual cash
flow, sale or refinancing proceeds and profits and losses will be
distributed or allocated to the Partnership in proportion to its 50% share
of capital contributions.





     JMB/Piper invested approximately $19,915,000 for its 71% interest in
Piper.  JMB/Piper is obligated to loan amounts to Piper to fund operating
deficits (as defined).  The loans bear interest at a rate of not more than
14.36% per annum, provide for payments of interest only from net cash flow,
if any, and are repayable from net sale or refinancing proceeds.  Such
loans and accrued interest were approximately $95,764,000 and $84,489,000
at December 31, 1996 and 1995, respectively.

     The property is subject to a mortgage loan in the principal amount of
$100,000,000 of which approximately $96,868,300 is outstanding as of
December 31, 1996.  Under the terms of a modification agreement with the
lender, in addition to fixed interest on the mortgage notes secured by the
Piper Jaffray Tower, contingent interest is payable in annual installments
on April 1 computed at 50% of gross receipts, as defined, for each fiscal
year in excess of $15,200,000.  No such contingent interest was due for
1994, 1995 or 1996.  In addition, to the extent the investment property
generates cash flow after payment of the fixed interest on the mortgage,
contingent interest, if any, leasing and capital costs, and 25% of the
ground rent, such amount will be paid to the lender as a reduction of the
principal balance of the mortgage loan.  The excess cash flow payments
remitted to the lender for 1994 and 1995 totalled $353,251 and $464,178,
respectively.  During 1996, excess cash flow generated under this agreement
was $741,627 which is expected to be remitted to the lender during the
second quarter of 1997.  On a monthly basis, the venture deposits the
property management fee into an escrow account to be used (including
interest earned thereon) for future leasing costs to the extent cash flow
is not sufficient to cover such items.  To date, no escrow funds have been
required to be used for leasing costs.  The escrow balance as of December
31, 1996 is approximately $3,993,000.  The manager of the property (which
was an affiliate of the Corporate General Partner through November 1994)
has agreed to defer receipt of its management fee until a later date.  As
of December 31, 1996, the manager has deferred approximately $3,216,000
($1,839,000 of which represents deferred fees due to affiliates through
November 1994) of management fees.  If upon sale or refinancing as
discussed below, there are funds remaining in this escrow after payment of
amounts owed to the lender, such funds will be paid to the manager to the
extent of its deferred and unpaid management fees.  Any remaining unpaid
management fees would be payable out of the venture's share of sale or
refinancing proceeds.  Additionally, pursuant to the terms of the loan
modification, effective January 1992, OB Joint Venture, as majority owner
of the underlying land, began deferring receipt of its share of land rent.
These deferrals will be payable from net sale or refinancing proceeds, if
any.

     Furthermore, repayment of the loan is subject to a prepayment fee
ranging from 6% to 1% through the maturity date as well as an amount that
will provide the lender with an internal rate of return from 12.75% to
13.59% out of proceeds from the sale or refinancing of the property.  After
the prepayment fees, the lender participates in any remaining sale or
refinancing proceeds.  For financial reporting purposes, through December
31, 1995, additional interest expense had been accrued at a rate of 13.59%
per annum.  Under the current terms of the modified debt, there must be a
significant improvement in the current market and property operating
conditions resulting in a significant increase in value of the property in
order for JMB/Piper to share in any future net sale or refinancing
proceeds.  Therefore, during 1996, interest expense of $10,250,000 was
recognized at the loans stated payment rate.  Total indebtedness including
interest under the mortgage loan is approximately $119,111,070 and
$120,429,415 at December 31, 1996 and 1995, respectively.  JMB/Piper
anticipates exploring refinancing alternatives during 1997.  Such
refinancing would only be possible if the underlying lender would accept a




discount and would also likely require additional capital contributions
from JMB/Piper.  There are no assurances that a refinancing can be
achieved.  The Partnership will not commit additional capital to this
property unless, among other things, it believes that upon sale of the
property, the Partnership will receive a return of such funds and a
reasonable rate of return thereon.

     The Piper venture agreements provide that any net cash flow, as
defined, will be used to pay principal and interest on the operating
deficit loans (as described above) with any excess generally distributable
71% to JMB/Piper and 29% to the venture partners, subject to certain
adjustments (as defined).  In general, operating profits or losses are
allocated in relation to the economic interests of the joint venture
partners.  Accordingly, operating profits (excluding depreciation and
amortization) were allocated 71% to the JMB/Piper and 29% to the venture
partners during 1996, 1995 and 1994.

     The Piper venture agreements further provide that, in general, upon
any sale or refinancing of the property, the principal and any accrued
interest outstanding on any operating deficit loans will be repaid.  Any
remaining proceeds will be distributable 71% to JMB/Piper and 29% to the
joint venture partners, subject to certain adjustments, as defined.

     During the fourth quarter 1991, Larkin, Hoffman, Daly & Lindgren, Ltd.
(23,344 square feet) approached the joint venture indicating it was
experiencing financial difficulties and desired to give back a portion or
all of its leased space.  Larkin's lease was scheduled to expire in January
2005 and provided for annual rental payments which were significantly
higher than current market rental rates.  Larkin was also a limited partner
with partial interests in the building and the land under the building.  On
January 15, 1992, the joint venture agreed to terminate Larkin's lease in
return for its partial interest in the land under the building and a
$1,011,798 note receivable.  The note receivable provides for monthly
payments of principal and interest at 8% per annum with full repayment over
ten years.  Larkin may prepay all or a portion of the note at any time.  As
of the date of this report, all amounts due under the note have been
received.  The balance of the note receivable as of December 31, 1996 is
$621,744.

     JMB/900

     In 1984, the Partnership acquired, through JMB/900, with C-XV, an
interest in an existing joint venture ("Progress Partners") which owns a
36-story office building known as the 900 Third Avenue Building in New
York, New York.  The partners of Progress Partners were the developer of
the property ("PPI") and an original affiliate of PPI ("JRA") and JMB/900.
In 1986, PPI transferred a portion of its interest to another partnership
("PC-900") in which it and a major tenant of the building (Central National
Bank) were partners.  In 1987 the bank failed and the Federal Deposit
Insurance Corporation ("FDIC") assumed its position as a limited partner in
PC-900.  The current partners of Progress Partners are JMB/900 and PPI, JRA
and PC-900 (together "Venture Partners").

     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 and losses will be distributed or allocated to the
Partnership in proportion to its 33-1/3% share of capital contributions.

     JMB/900 has made capital contributions to Progress Partners and
certain payments to an affiliate of the developer, in the aggregate amount
of $18,270,000, subject to the obligation to make additional capital
contributions as described below.

     JMB/900 has also made a loan to PPI in the amount of $20,000,000 which
is secured by the Venture Partners' interest in Progress Partners.  The
loan bears interest at the rate of 16.4% per annum and is payable in
monthly installments of interest only until maturity on the earlier of the
sale or refinancing of the property or August 2004.  For financial
reporting purposes, the loan is classified as an additional investment in




Progress Partners and any related interest received would be accounted for
as distributions (none in 1994, 1995 and 1996).  To the extent that JMB/900
has not received annual distributions equal to the interest payable on such
loan, the deficiency becomes a cumulative preferred return payable out of
future net cash flow or net sale or refinancing proceeds.

     The Progress Partners venture agreement provides that  the venture is
required to pay the Venture Partners a stated return of $3,285,000 per
annum payable quarterly.  Generally, JMB/900 is required to contribute
funds to the venture, to the extent net cash flow is not sufficient, to
enable the venture to make this payment.  As a result of the lawsuit
discussed below, such amounts have not been contributed by JMB/900 to pay
the Venture Partners and consequently interest has not been received by
JMB/900 on the $20,000,000 loan discussed above.  Under the terms of the
Progress Partners' venture agreement, the Venture Partners are generally
entitled to receive a non-cumulative preferred return of net cash flow (net
after the $3,285,000 per annum stated return payable to the Venture
Partners discussed above) of approximately $3,414,000 per annum, with any
remaining net cash flow distributable 49% to JMB/900 and 51% to the Venture
Partners.

     The Progress Partners venture agreement further provides that net sale
or refinancing proceeds are distributable to JMB/900 and the Venture
Partners, on a pro rata basis, in an amount equal to the sum of any
deficiencies in the receipt of their respective cumulative preferred
returns of net cash flow plus certain contributions to the venture made by
JMB/900 to pay for the Venture Partners stated return.  Next, proceeds will
be distributable to the Venture Partners in an amount equal to $20,000,000.

JMB/900 is entitled to receive the next $21,000,000 and the Venture
Partners will receive the next $42,700,000.  Any remaining net proceeds are
to be distributed 49% to JMB/900 and 51% to the Venture Partners.  As
discussed above, the $20,000,000 loan to the Venture Partners matures upon
sale or refinancing (under certain conditions) of the property.
Consequently, the $20,000,000 distribution level to the Venture Partners
would be used to pay off the $20,000,000 loan from JMB/900.  Furthermore,
to the extent that JMB/900 has not received annual distributions equal to
the interest payable on the $20,000,000 loan discussed above, JMB/900's
preferred return deficiency is increased by the amounts not received.

     Operating profits, in general, are allocated 49% to JMB/900 and 51% to
the Venture Partners.  Operating losses, in general, are allocated 90% to
JMB/900 and 10% to the venture partners.

     As a result of certain defaults by PPI, an affiliate of the General
Partners assumed management responsibility for the 900 Third Avenue
building as of August 1987 for a fee computed as a percentage of certain
revenues.  In December 1994, the affiliated property manager entered into a
sub-management contract with an unaffiliated third party.  Pursuant to the
sub-management agreement, the unaffiliated property manager is managing the
property.

     Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($1,457,000 of which was contributed by the
Partnership) to pay past due property real estate taxes and to pay certain
costs, including litigation settlement costs, which were the responsibility
of one of the Venture Partners under the terms of the joint venture
agreement to the extent such funds were not available from the investment
property.  In July 1989, JMB/900 filed a lawsuit in Federal court against
the former manager and the Venture Partners to recover the amounts
contributed and to recover for certain other joint venture obligations on
which the Venture Partners had defaulted.  This lawsuit was dismissed on
jurisdictional grounds.  Subsequently, however, the FDIC filed a complaint,
since amended, in a lawsuit against PPI, JRA, JMB/900, and other
unaffiliated defendants, which has enabled JMB/900 to refile its previously
asserted claims against the Venture Partners as part of that lawsuit in
Federal court.  There is no assurance that JMB/900 will recover the amounts
of its claims as a result of the litigation.  Due to the uncertainty, no
amounts in addition to the amounts advanced to date, noted above, have been
recorded in the financial statements.




    During the fourth quarter of 1996, The State of Maryland Deposit
Insurance Fund Corporation (the "MDIFC") commenced an action against PPI
and JRA to collect on a certain note receivable by foreclosing its security
interest in PPI and JRA's interest in Progress Partners.  The trial court
in that action has entered summary judgment in favor of MDIFC for in excess
of $6 million.  The MDIFC has made known its intent to schedule an
immediate sale of PPI and JRA's interest at which the MDIFC expects to be
the successful purchaser.  In anticipation of succeeding PPI and JRA, the
MDIFC has been discussing with JMB/900 a purchase by JMB/900 of all of the
interests that would be acquired by MDIFC if it were the successful
purchaser.  There are no assurances that a purchase agreement with the
MDIFC will be reached or that the MDIFC will be the successful purchaser at
the sale.

     Concurrent with the lawsuit filed by the MDIFC, the FDIC has filed two
additional lawsuits against JMB/900, PPI, JRA, and other non-affiliated
defendants, in an attempt, among other things, to obtain a legal resolution
of competing claims made as to the interests in PC-900 and to challenge the
consent given by JMB/900 in 1990 to allow the MDIFC, in the event it
acquired PPI and JRA's interest through foreclosure, to become a partner of
Progress Partners.  JMB/900 has been discussing a settlement with the FDIC
in which JMB/900 would purchase the interest of the FDIC and/or PC-900 in
Progress Partners.  If a settlement is not achieved and the FDIC pursues
these actions, JMB/900 intends to vigorously defend itself.

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

     In 1994, JMB/900, on behalf of Progress Partners, successfully
completed an extension to December 1, 2001 of its mortgage loan, which
matured on December 1, 1994.  Pursuant to the loan extension, net cash flow
(as defined) after debt service and capital and after repayment of
approximately $3,229,000 to JMB/900 representing costs associated with and
deposits made by the joint venture in connection with the loan extension
will be paid into an escrow account controlled by the lender to be used,
including interest earned thereon, by the joint venture for releasing costs
associated with leases which expire in 1999 and 2000 (approximately 240,000
square feet of space).  The remaining proceeds in this escrow plus interest
earned thereon, if any, will be released to the joint venture once 90% of
such leased space has been renewed or released.  To date, no escrow funds
have been deposited into the account for leasing costs.  As of July 1996,
all of the amounts advanced by the joint venture have been repaid to the
joint venture (of which the Partnership's share is approximately
$1,000,000).  The escrow balance at December 31, 1996 is approximately
$193,000.

     SOUTH TOWER

     In June 1985, the Partnership acquired an interest in a joint venture
partnership ("South Tower") which owns a 44-story office building in Los
Angeles, California.  The joint venture partners of the Partnership include
Carlyle Real Estate Limited Partnership-XV ("Affiliated Partner"), one of
the sellers of the interests in South Tower, and another unaffiliated
venture partner.

     The Partnership and the Affiliated Partner purchased their interests
for $61,592,000.  In addition, the Partnership and the Affiliated Partner
made capital contributions to South Tower totaling $48,400,000 for general
working capital requirements and certain other obligations of South Tower.
The Partnership's share of the purchase price, capital contributions (net
of additional financing) and interest thereon totaled $26,589,500.

     The terms of the original South Tower agreement generally provided
that the Partnership and Affiliated Partner's aggregate share of the South
Tower's annual cash flow, net sale or refinancing proceeds, and profits and
losses be distributed or allocated to the Partnership and the Affiliated
Partner in proportion to their aggregate capital contributions.




     Annual cash flow was to be distributed 80% to the Partnership and
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner have received, in the aggregate, a cumulative preferred
return of $8,050,000 per annum.  The remaining cash flow was to be
distributable 49.99% to the Partnership and the Affiliated Partner, and the
balance to the other joint venture partners.  Additional contributions to
South Tower were contributed 49.99% by the Partnership and the Affiliated
Partner until all partners had contributed $10,000,000 in aggregate.

     Operating profits and losses, in general, were to be allocated 49.99%
to the Partnership and the Affiliated Partner and the balance to the other
joint venture partners.  Substantially all depreciation and certain
expenses paid from the Partnership's and Affiliated Partner's capital
contributions were to be allocated to the Partnership and Affiliated
Partner.  In addition, operating profits, up to the amount of any annual
cash flow distribution, were allocated to all partners in proportion to
such distributions of annual cash flow.

     In general, upon sale or refinancing of the property, net sale or
refinancing proceeds would be distributed 80% to the Partnership and the
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner have received the amount of any deficiency in their
preferred return described above plus an amount equal to their "Disposition
Preference" (which, in general, begins at $120,000,000 and increases
annually by $8,000,000 to a maximum of $200,000,000).  Any remaining net
sale or refinancing proceeds would be distributed 49.99% to the Partnership
and the Affiliated Partner and the remainder to the other partners.

     The office building is being managed by an affiliate of one of the
venture partners under a long-term agreement pursuant to which the
affiliate is entitled to receive a monthly management fee of 2-1/2% of
gross project income, a tenant improvement fee of 10% of the cost of tenant
improvements, and commissions on new leases.

     The mortgage note secured by the property (with a balance of
approximately $187,483,000 and accrued interest of approximately $1,562,000
as of December 31, 1996), matured December 1, 1994.  The Partnership and
the joint venture had been in discussions with the lender regarding an
extension of the mortgage note.  The venture continued to make interest
payments to the lender under the original terms of the mortgage note and
was required to escrow all available cash flow.  In the fourth quarter of
1996, the joint venture and the lender reached an agreement to modify the
mortgage note.  The agreement provides that the mortgage note secured by
the property be extended to September, 2003 at an interest rate of 10% with
all excess cash flow 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.  The mortgage
lender received a $2,000,000 extension fee paid by the venture partners in
their ownership percentages (of which the Partnership's share was
$350,000).

     The promissory note secured by the Partnership's interest in the joint
venture matured in December 1, 1994.  The Partnership had been in
discussion with the lender regarding an extension of the promissory note.
The Partnership has ceased making debt service payments on the promissory
note, and therefore, the promissory note had been classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995.  In the fourth quarter of 1996, the Partnership reached an
agreement with the lender to modify the promissory note (with a principal
balance of $12,250,000 and accrued interest of approximately $3,269,583




prior to modification).  The Partnership's amended and restated promissory
note has an adjusted balance of approximately $21,988,000 consisting of the
original principal loan balance, unpaid accrued interest, the Partnership's
share of the extension fee and a restructuring fee of approximately
$6,118,000.  The promissory note is due September 2003 and accrues interest
at 17% per annum.  The loan requires payments of cash flow distributed by
the venture from either property operations or sales proceeds as well as a
portion of the property management fee paid to the venture partner.  The
loan is secured solely by the Partnership's interest in the property.

     In conjunction with the note modifications, the joint venture was
converted to a limited liability company with members' interests in the
same ratio as the prior venture ownership interests.  The conversion of the
Partnership's interest to a member's interest in a limited liability
company eliminates any potential additional obligation of the Partnership
in the future to provide additional funds under its previous joint venture
agreement.  As a result, previously recognized losses of $5,712,902 have
been reversed.

     At maturity of the loan, it is not anticipated that further
modifications or extensions can be obtained.  This would likely result in
the Partnership no longer having an ownership interest in the property, and
in such event would result in a gain for Federal income tax purposes with
no corresponding distributable proceeds.  Since the terms of the agreement
make it unlikely that the Partnership would recover any incremental
investment, the Partnership has decided not to commit any significant
additional amounts to the property.


    TURTLE CREEK

     Under the terms of the Turtle Creek venture agreement, through
December 1990, the joint venture partner was obligated to make capital
contributions to the venture to fund operating deficits of the property and
to pay the Partnership a preferential return.  The joint venture partner
defaulted on such obligations and in this regard, the joint venture partner
had not made the required debt service payments since December 1988 nor had
it paid the Partnership's preferential return since the third quarter of
1988.  Due to the non-payment of debt service, the lender, on March 7,
1989, concluded proceedings to realize on its security and took title to
the property.

     The joint venture partner's obligations to the Partnership were
guaranteed by certain of the joint venture partner's principals.  The
Partnership filed a lawsuit against the joint venture partner and certain
of the joint venture partner's principals seeking to recover amounts lost
resulting from their defaults.  On April 3, 1992, the Partnership signed a
settlement agreement with the joint venture partner and its principals.
Under the terms of the settlement, the Partnership is scheduled to receive
total payments of $4,075,000.  The Partnership received $650,000 of this
amount upon execution of the agreement.  The remainder of the settlement
amount is represented by a promissory note issued to the Partnership in the
amount of $3,425,000.  The note provides for monthly interest payments over
a six-year period at interest rates which vary from 4.8613% to 5.3684% per
annum.  In addition, the note provides for annual principal payments of
$400,000 due every April for five years with a final payment in the amount
of $1,425,000 due on April 3, 1998.  Due to the uncertainty of collection
of the remaining settlement amounts, settlement payments are reflected in
other income only as collected.  As of December 31, 1996, all scheduled
payments have been received.

     WILSHIRE BUNDY PLAZA

     The Partnership had commenced discussions with the existing lender for
a possible debt modification on its mortgage loan which matured April 1996
in order to reduce its debt service and cover its releasing costs over the
next several years.  In this regard, the Partnership suspended debt service
payments commencing with the December 1, 1994 payment.  During July 1995,




the Partnership received a formal notice of default on its mortgage loan
from the lender.  Accordingly, the principal balance of the mortgage loan
($41,292,105) and related accrued interest were classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995.  The lender began foreclosure proceedings in October 1995.  A
receiver was appointed for the property and the previously affiliated third
party property manager continued to manage the property on behalf of the
receiver.  Title to the property transferred to the lender on March 27,
1996.  As a result of the transfer of title, the Partnership was relieved
of all obligations related to the property, including an estimated $100,000
in earthquake repairs related to the January 17, 1994 earthquake in
Southern California as discussed below.  The property was classified as
held for sale or disposition as of January 1, 1996 and therefore was not
subject to continued depreciation.  The accompanying consolidated financial
statements include $16,000,000 as the cumulative effect of an accounting
change to record value impairment and $23,622,011 of extraordinary gain on
extinguishment of debt upon the lender's taking title to the property for
the twelve months ended December 31, 1996.  The Partnership recognized a
gain of approximately $9,200,000 for Federal income tax purposes in 1996
with no corresponding distributable proceeds.

     The Wilshire Bundy Plaza incurred minimal damage as a result of the
earthquake in Southern California on January 17, 1994.  On February 22,
1995, the City Council of the City of Los Angeles passed an ordinance
relating to the repair of welded steel moment frame buildings in an area of
the city that includes Wilshire Bundy Plaza.  A complete determination of
the requirements to comply with the ordinance was not possible to be made
at the time of the issuance of the Partnership's 1994 consolidated
financial statements.  It was estimated at that time that the cost of
compliance with the ordinance could be approximately $3 million (none of
which had been budgeted).  Accordingly, the 1994 consolidated financial
statements reflected an extraordinary item of $3 million.

     During June 1995, the Partnership received notice from the City which
required submission of a report indicating the number of welded connections
damaged and proposed repair procedures.  Based upon the findings and cost
estimates of independent structural engineers, was estimated that the cost
of making the necessary repairs would be approximately $100,000.
Accordingly, the extraordinary item recorded in 1994 of $3 million was
reversed in the Partnership's 1995 consolidated financial statements.

     BRITTANY DOWNS APARTMENTS - PHASE I AND II

     Brittany Downs Apartments Phase II did not produce sufficient cash
flow to cover its required debt service payments and, consequently, the
Partnership had been paying a reduced amount of debt service since November
1990.  Although the Partnership was negotiating to obtain a loan
modification to reduce the property's required debt service payments, the
Partnership was placed in default during the fourth quarter of 1992.

     On January 10, 1995, the Partnership sold the Brittany Downs
Apartments Phase I and II to an unaffiliated third party.  The sale price
was $18,380,000 (before selling costs and prorations), of which $2,795,768
was received in cash at closing and $14,340,000 represented the purchaser's
assumption of the underlying debt (net of a payoff discount granted by the
underlying lender for Brittany Downs Apartments Phase II).  The sale
resulted in a gain of $6,574,760 for financial reporting purposes and
$8,984,569 for Federal income tax reporting purposes in 1995.  In addition,
as a result of the payoff discount granted by the underlying lender for
Brittany Downs Apartments Phase II, the Partnership recognized an
additional gain on forgiveness of indebtedness of $1,650,638 for financial
reporting purposes in 1995.




     LOUISIANA TOWER

     During 1988, Louisiana Tower restructured its existing mortgage note
with the lender.  In 1990, the Partnership further restructured the loan in
order to reduce current and anticipated deficits resulting from the
termination of a major tenant's lease and costs associated with leasing.
The terms of the agreement required debt service payments in an amount
equal to the monthly cash flow generated by the property (before payment of
property management fees) plus $100,000 per annum for a five-year period
commencing with the January 1990 payment.  The cash flow of the property
was escrowed monthly and remitted to the lender annually on March 31.  The
difference between the above pay rate and the contract pay rate of 9% per
annum on the principal balance accrued at 9% per annum compounded monthly
until maturity when the principal and accrued interest was to be due and
payable.  The existing modification period expired and the loan matured in
January 1995.  The Partnership decided that it would not commit any
significant amounts of capital to this property due to the fact that the
recovery of such amounts would be unlikely.  Consequently, commencing in
June 1994, the Partnership ceased making the required debt service payments
to the lender and sought further modifications to the loan. The lender was
unwilling to provide further modifications to the loan and began
foreclosure proceedings in October 1994.  A receiver was appointed for the
property and a third party manager was appointed to manage the property on
the receiver's behalf.  Title to the property was transferred to the lender
on August 30, 1995.  The Partnership recognized a gain of $8,117,412 for
financial reporting purposes and $2,530,731 for Federal income tax purposes
in connection with this transfer with no distributable proceeds in 1995.

     LOUIS JOLIET MALL

     The second mortgage loan matured on September 1, 1995.  During
September 1995, the Partnership finalized a refinancing of the property's
first (with a principal balance of approximately $12,400,000) and second
(with a principal balance of $10,000,000 and accrued and deferred interest
of approximately $2,500,000) mortgage loans with a new seven year first
mortgage loan in the amount of $26,000,000.  Such refinancing resulted in
approximately $382,000 in net proceeds after payment of the existing loans,
closing costs and prepayment penalty, which the Partnership has decided to
retain for working capital purposes.  The new loan matures on October 1,
2002 and may be prepaid after the second loan year with a yield maintenance
prepayment penalty.   As a result of the early refinancing of the first
mortgage loan (scheduled maturity April, 1998), the Partnership paid a
prepayment penalty of approximately $204,000.

     As the Partnership has committed to a plan to sell the property, the
property was classified as held for sale or disposition as of December 31,
1996 in the accompanying financial statements, and therefore, will not be
subject to continuing depreciation.

     1090 VERMONT

     Through 1993, the Partnership and joint venture partners had
contributed a total of $4,076,000 ($2,038,000 by the Partnership) to the
joint venture to cover releasing and capital costs.  The Partnership and
joint venture partner had agreed that such contributions would be repaid
along with a return thereon out of first available proceeds from property
operations, sale or refinancing.  In 1993, the joint venture finalized a
refinancing of the existing mortgage loan.  During December, 1993
$1,785,560 (of which the Partnership's share was $889,064) was distributed
from net refinancing proceeds as a partial return of the additional capital
contributed.  In addition to providing refinancing proceeds to the joint
venture, the debt service payments due under the new loan are significantly
lower than the payments due under the prior loan.

     Distributions of operating cash flow totalling approximately $1.5
million (the Partnership's share was approximately $750,000) since the
effective date of the refinancing have also represented a partial return to




the partners of the additional capital contributed.  As of December 31,
1996, the total remaining unpaid additional capital contributed, including
the unpaid return thereon, is $2,009,030, of which the Partnership's share
is $1,004,515.


     MARINERS POINTE

     During the third quarter of 1994, the Partnership obtained a two-year
extension of the existing $6,500,000 mortgage loan.  The new maturity date
was October 1, 1996.  Accordingly, the principal balance of the property's
underlying mortgage loan ($6,500,000) had been classified as a current
liability in the accompanying consolidated financial statements at December
31, 1995.  Under terms of the loan extension, the loan bore interest at
2.75% above the floating weekly tax exempt rate.  The weekly tax exempt
interest rate at December 31, 1995 was 4.19% per annum for an interest rate
of 6.94% per annum as of that date.  Prior to the extension, the loan bore
interest of 10.875% per annum.

     In 1995, the joint venture commenced marketing the property for sale.
In October 1996, the joint venture sold the Mariners Pointe Apartments to
an unaffiliated third party.  The sales price was $7,600,000 (before
selling costs and prorations), of which approximately $788,000 was received
in cash at closing and $6,500,000 represented the purchaser's assumption of
the underlying debt.  The joint venture was also returned all amounts held
by the underlying lender in a collateral account.  Upon receipt of the net
sale proceeds and proceeds from the collateral account, the joint venture
distributed such proceeds to the Partnership.  The joint venture partner
received no distributions in connection with this transaction.  As a result
of the sale during 1996, the joint venture allocated gains to the
Partnership of approximately $2,100,000 for financial reporting purposes
and approximately $4,700,000 for Federal income tax purposes.  The property
was classified as held for sale or disposition as of January 1, 1996, and
therefore, was not subject to continued depreciation after such date.

     Under the terms of the joint venture agreement, the joint venture
partner was obligated to contribute 22.3% of annual cash operating
deficits.  The Partnership had made a request for capital from the joint
venture partner for its share of the 1992 deficit.  The joint venture
partner's obligation to make the capital contribution was secured by its
interest in the joint venture as well as personal guarantees by certain of
its principals.  The joint venture partner did not make the required
contribution.  The Partnership decided not to pursue this matter further
since the cost to pursue would likely exceed the recovery (if any) of
amounts owed.  In addition, the sale did not result in any distribution to
the joint venture partner due to the Partnership's preferential sharing
levels upon sale of the property.  Consequently, the Partnership did not
pursue the joint venture partner's interest in the property.

     YERBA BUENA OFFICE BUILDING

     In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners).  In return for a smooth transition of title
and management of the property, the joint venture was able to negotiate the
right to share in future sale or refinancing proceeds, if any, above
certain specified levels.  In addition, the joint venture has a right of
first opportunity to purchase the property during the time frame of June
1995 through May 1998 should the lender wish to market the property for
sale.  The joint venture has recently learned that the lender has sold the
property without having given the joint venture its right of first
opportunity to purchase it.  The joint venture is analyzing its legal
remedies for the lender's breach of its obligation.  There are no
assurances that the joint venture would recover any amounts in the event it
should pursue its legal remedies.




LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 1996 and
1995:

                                                 1996          1995
                                             -----------   -----------
17% promissory note; secured by the
 Partnership's interest in the Wells
 Fargo Center South Tower office building
 in Los Angeles, California; principal
 and accrued interest due September 2003.    $21,987,838        --

8.03% first mortgage note; secured
 by the Louis Joliet Mall in
 Joliet, Illinois; monthly interest
 only payments of $173,983 until
 April 1997; beginning April 1, 1997,
 monthly principal and interest
 payments of $201,189 until October 1,
 2002 when the remaining balance
 of $23,751,765 is due. . . . . . . . . .     26,000,000    26,000,000

11.5% mortgage note (in default);
 secured by the Wilshire Bundy Plaza
 in Los Angeles, California; principal
 and interest payments of $416,000 were
 due monthly through March 1996; unpaid
 balance of $40,920,000 was due April
 1996, satisfied in 1996 by virtue
 of the lender realizing upon its
 collateral security. . . . . . . . . . .         --        41,292,105

12% promissory note; secured by the
 Partnership's interest in the
 Wells Fargo Center South Tower
 office building in Los Angeles,
 California; monthly interest only
 payments of $122,500 through November
 1994; principal balance of $12,250,000
 was due in December 1994, replaced
 in 1996 by the loan described above. . .         --        12,250,000

Variable rate mortgage note secured
 by the Mariner's Pointe Apartments,
 satisfied in 1996 by virtue of the
 lender realizing upon its collateral
 security . . . . . . . . . . . . . . . .         --         6,500,000
                                            ------------  ------------
          Total debt. . . . . . . . . . .     47,987,838    86,042,105
          Less current portion
            of long-term debt . . . . . .        251,510    60,042,105
                                            ------------  ------------
          Total long-term debt. . . . . .   $ 47,736,328    26,000,000
                                            ============  ============

     Five year maturities of long-term debt are as follows:

                    1997. . . . . . . . . .      $  251,510
                    1998. . . . . . . . . .         359,714
                    1999. . . . . . . . . .         389,687
                    2000. . . . . . . . . .         422,156
                    2001. . . . . . . . . .         457,331
                                                 ----------
                                                 $1,880,398
                                                 ==========





PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations are allocated 96% to the Holders
of Interests and 4% to the General Partners.  Profits from the sale of
investment properties are to be allocated to the General Partners to the
greatest of (i) 1% of such profits, (ii) the amount of cash distributions
to the General Partners, or (iii) an amount which will reduce the General
Partners' capital account deficits (if any) to a level consistent with the
gain anticipated to be realized from the sale of properties.  Losses from
the sale of investment properties are to be allocated 1% to the General
Partners.  The remaining profits and losses will be allocated to the
Holders of Interests.

     The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon termination
of the Partnership.  Distributions of "net cash receipts" of the
Partnership are allocated 90% to the Holders of Interests and 10% to the
General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).

     The Partnership Agreement provides that, subject to certain
conditions, the General Partners shall receive as a distribution of the
proceeds (net after expenses and liabilities and retained working capital)
from the sale or refinancing of a real property up to 3% of the selling
price for any property sold, and that the remaining net proceeds be
distributed 85% to the Holders of Interests and 15% to the General
Partners.  However, prior to such distributions being made, the Holders of
Interests are entitled to receive 99% of net sale or refinancing proceeds
and the General Partners shall receive 1% until the Holders of Interests
have received (i) cash distributions of net sale or refinancing proceeds in
an amount equal to the Holders' aggregate initial capital investment in the
Partnership and (ii) cumulative cash distributions from the Partnership's
operations which, when combined with the net sale or refinancing proceeds
previously distributed, equal a 6% annual non-compounded return on the
Holders' average capital investment for each year (their initial capital
investment reduced by net sale or refinancing proceeds previously
distributed) commencing with the third fiscal quarter of 1985.  If upon the
completion of the liquidation of the Partnership and the distribution of
all Partnership funds, the Holders of Interests have not received the
amounts in (i) and (ii) above, the General Partners will be required to
return all or a portion of the 1% distribution of net sale or refinancing
proceeds described above up to an amount equal to such deficiency in
payments to the Holders of Interests pursuant to (i) and (ii) above.
Accordingly, $1,742,000 of proceeds have been deferred for the General
Partners at December 31, 1996.  The General Partners have received $121,527
of sale proceeds as of December 31, 1996 representing its 1% share of total
sale distributions made which will be required to be returned to the
Partnership before liquidation of the Partnership.


LEASES - AS PROPERTY LESSOR

     At December 31, 1996, the Partnership's principal assets are one
shopping mall.  The Partnership has determined that all leases relating to
this property are properly classified as operating leases; therefore,
rental income is reported when earned and the cost of each property,
excluding cost of land, is depreciated over the estimated useful lives.
Leases with commercial tenants range in term from one to 34 years and
provide for fixed minimum rent and partial to full reimbursement of
operating costs.  In addition, such leases provide for additional rent
based upon percentages of tenant sales volumes.  A substantial portion of
the ability of retail tenants to honor their leases is dependent upon the
retail economic sector.

     Minimum lease payments including amounts representing executory costs
(e.g., taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
operating commercial lease agreements, are as follows:





                    1997. . . . . . . . . .     $ 3,579,418
                    1998. . . . . . . . . .       3,264,829
                    1999. . . . . . . . . .       3,040,079
                    2000. . . . . . . . . .       2,803,629
                    2001. . . . . . . . . .       2,645,233
                    Thereafter. . . . . . .       7,602,231
                                                -----------
                                                $22,935,419
                                                ===========

     Additional rent based upon percentages of tenants' sales volumes
included in rental income aggregated $638,884, $472,344 and $488,747 for
the years ended December 31, 1996, 1995 and 1994, respectively.


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, 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 December 31, 1996, 1995 and 1994 are as follows:

                                                         UNPAID AT
                                                        DECEMBER 31,
                          1996       1995       1994       1996
                        --------   --------   --------  ------------
Property management
 and leasing fees . .   $273,795    433,723  2,088,404        --
Insurance commissions     28,745     64,121     64,214        --
Reimbursement (at
 cost) for accounting
 services . . . . . .     23,190    178,371    211,104       1,404
Reimbursement (at
 cost) for portfolio
 management services.     53,223     73,169     42,795      16,876
Reimbursement (at
 cost) for legal
 services . . . . . .     11,557     10,599     24,654       4,612
Reimbursement (at
 cost) for administra-
 tive charges and
 other out-of-pocket
 expenses . . . . . .      4,684    203,318    271,902        --
                        --------   --------  ---------     -------
                        $395,194    963,301  2,703,073      22,892
                        ========   ========  =========     =======

     In February 1995, the Partnership distributed $81,017 to the General
Partners out of proceeds from the sale or refinancing of certain investment
properties.

     Reference is made to the JMB/NYC discussion above regarding the
Partnership's obligation to fund, on demand, $1,200,000 and $1,200,000 to
Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, for
additional paid-in capital (reflected in amounts due to affiliates in the
accompanying consolidated financial statements).  These obligations were
reduced to $400,000 and $400,000, respectively.  As of December 31, 1996,
these obligations bore interest at 5.93% per annum and interest accrued on
these obligations was $473,858.




     The manager of Piper Jaffray Tower (which was an affiliate of the
Corporate General Partner through November 1994) had agreed to defer
receipt of its property management fees as more fully discussed above.
Such fees deferred by the affiliate were approximately $1,839,000 at
December 31, 1996.

     Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, provided certain property management services to Wilshire
Bundy Plaza.  Such acquisition had no effect on the fees payable by the
Partnership under any existing agreements with such company.  The fees
earned by such company from the Partnership for the twelve months ended
December 31, 1995 and through March 27, 1996, date of disposition were
approximately $11,600 and $2,900, respectively, all of which have been
paid.

     All amounts currently payable to the General Partners and their
affiliates do not bear interest and are expected to be paid in future
periods.




INVESTMENT IN UNCONSOLIDATED VENTURES

     Summary combined financial information for Orchard Associates,
JMB/NYC, JMB/Piper, JMB/Piper II, JMB/900, 1090 Vermont, South Tower and
their unconsolidated ventures as of and for the years ended December 31,
1996 and 1995 is presented below.
                                        1996            1995
                                   --------------  --------------
Current assets. . . . . . . . . . $    19,289,340      41,169,690
Current liabilities (includes
 $902,603,491 of current
 portion of long-term debt
 at December 31, 1995). . . . . .     (16,512,908) (1,152,046,100)
                                   --------------  --------------
    Working capital (deficit) . .       2,776,432  (1,110,876,410)
                                   --------------  --------------
Investment properties, net. . . .     313,943,509     975,646,720
Other assets. . . . . . . . . . .      46,191,011     110,638,545
Other liabilities . . . . . . . .     (31,270,436)    (86,791,207)
Long-term debt. . . . . . . . . .    (502,136,107)   (225,621,000)
                                   --------------  --------------
    Partners' capital (deficit) .  $ (170,495,591)   (337,003,352)
                                   ==============  ==============
Represented by:
  Invested capital. . . . . . . . $(1,045,884,993)  1,035,645,376
  Cumulative distributions. . . .     267,619,087    (259,482,618)
  Cumulative income (losses). . .     948,761,497  (1,113,166,110)
                                   --------------  --------------
                                   $  170,495,591    (337,003,352)
                                   ==============  ==============
Total income. . . . . . . . . . .  $  323,104,336     253,409,999
                                   ==============  ==============
Expenses applicable to
  operating loss. . . . . . . . .  $  107,022,633     285,772,212
                                   ==============  ==============
Net income (loss) (including
  income from restructuring of
  $220,431,722) . . . . . . . . .  $  216,081,703     (32,362,213)
                                   ==============  ==============

     During 1996, as a result of the adoption of the Plan, JMB/NYC adopted
the cost method of accounting for its investments in unconsolidated
ventures.  Accordingly, JMB/NYC adjusted its deficit basis in the
unconsolidated ventures to the extent of its share of the maximum
obligation escrow of $25,000,000.  The net income for the year ended
December 31, 1996 includes $7,618,056 of income from operations through the
Effective Date of which the Partnership's share is $3,809,028.  The
Partnership's capital (deficit) in JMB/NYC differs from its investment in
unconsolidated venture as reflected in the accompanying financial
statements due to the Partnership's 1996 reversal of previously recognized
losses in JMB/NYC as a result of the restructuring of partnership
interests.

     In addition, total income and net income for 1996 also includes gain
on sale of property of $1,741,674 due to final resolution regarding
reimbursable developmental costs related to the sale of Old Orchard
shopping center in prior years.

     Total income and net loss for 1995 includes a loss on sale of
investment property of $38,214,703, offset by an extraordinary gain on
forgiveness of indebtedness of $62,529,627 related to the sale of the 2
Broadway building.

     Total income and net loss for 1994 includes gain of $3,404,164 related
to the sale of the Old Orchard Shopping Center.

     Total income, expenses related to operating loss and net loss for the
above mentioned ventures for the year ended December 31, 1994 were
$242,197,996, $287,980,902 and $(45,782,906).




<TABLE>
                                                                                                        SCHEDULE III
                                            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                                       (A LIMITED PARTNERSHIP)
                                                      AND CONSOLIDATED VENTURES
                                        CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                          DECEMBER 31, 1996

<CAPTION>

                                                                   COSTS
                                     INITIAL COST TO            SUBSEQUENT           GROSS AMOUNT AT WHICH CARRIED
                                     PARTNERSHIP (A)          TO ACQUISITION             AT CLOSE OF PERIOD (B)
                              -----------------------------   -------------- --------------------------------------------
                                 LAND AND       BUILDINGS       LAND AND          LAND AND      BUILDINGS
                                 LEASEHOLD        AND         BUILDINGS AND      LEASEHOLD         AND
              ENCUMBRANCE(C)     INTEREST      IMPROVEMENTS   IMPROVEMENTS        INTEREST     IMPROVEMENTS     TOTAL (D)
              --------------    -----------    ------------  ---------------     ----------    ------------   -----------
<S>          <C>               <C>            <C>           <C>                 <C>           <C>            <C>
SHOPPING MALL:
 Joliet,
  Illinois. .    $26,000,000      4,100,414      35,752,871       8,787,167       4,100,414      44,540,038    48,640,452
                 -----------      ---------      ----------       ---------       ---------      ----------    ----------

    Total . .    $26,000,000      4,100,414      35,752,871       8,787,167       4,100,414      44,540,038    48,640,452
                 ===========      =========      ==========       =========       =========      ==========    ==========

</TABLE>




<TABLE>                                                                                       SCHEDULE III - CONTINUED
                                            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                                       (A LIMITED PARTNERSHIP)
                                                      AND CONSOLIDATED VENTURES
                                        CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                          DECEMBER 31, 1996
<CAPTION>
                                                                                  LIFE ON WHICH
                                                                                  DEPRECIATION
                                                                                   IN LATEST
                                                                                  STATEMENT OF          1996
                              ACCUMULATED              DATE OF        DATE         OPERATIONS       REAL ESTATE
                             DEPRECIATION(E)        CONSTRUCTION    ACQUIRED      IS COMPUTED          TAXES
                            ----------------        ------------   ----------   ---------------     -----------
<S>                        <C>                     <C>            <C>          <C>                 <C>
SHOPPING MALL:
 Joliet, Illinois . . . . .      $15,038,064            1978          7/31/85        5-30 years         534,752
                                 -----------                                                            -------
     Total. . . . . . . . .      $15,038,064                                                            534,752
                                 ===========                                                            =======
<FN>
Notes:
     (A)  The initial cost represents the original purchase price of the property, including amounts incurred subsequent
to acquisition which were contemplated at the time the property was acquired.
     (B)  The aggregate cost of real estate owned at December 31, 1996 for Federal income tax purposes was $47,940,381.
     (C)  Amounts disclosed exclude current accrued interest.

</TABLE>




<TABLE>                                                                                       SCHEDULE III - CONTINUED
                                            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                                       (A LIMITED PARTNERSHIP)
                                                      AND CONSOLIDATED VENTURES
                                        CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                          DECEMBER 31, 1996



(D)  Reconciliation of real estate owned:

<CAPTION>
                                                             1996                1995                 1994
                                                         ------------        ------------        ------------
     <S>                                                <C>                 <C>                 <C>
     Balance at beginning of period . . . . . . . . .    $112,841,793         161,748,228         158,345,396
     Additions during period. . . . . . . . . . . . .         608,071           1,487,605           3,402,832
     Disposals during period. . . . . . . . . . . . .     (48,809,412)        (50,394,040)              --
     Provision for value impairment . . . . . . . . .     (16,000,000)              --                  --
                                                         ------------        ------------        ------------
     Balance at end of period . . . . . . . . . . . .    $ 48,640,452         112,841,793         161,748,228
                                                         ============        ============        ============

(E)  Reconciliation of accumulated depreciation:
     Balance at beginning of period . . . . . . . . .    $ 36,814,248          49,431,004          44,635,592
     Depreciation expense . . . . . . . . . . . . . .       1,462,969           4,155,575           4,795,412
     Disposals. . . . . . . . . . . . . . . . . . . .     (23,239,153)        (16,772,331)              --
                                                         ------------        ------------        ------------
     Balance at end of period . . . . . . . . . . . .    $ 15,038,064          36,814,248          49,431,004
                                                         ============        ============        ============

</TABLE>




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     There were no changes of in or disagreements with accountants during
1995 or 1996.


                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

     The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation.  Substantially all of the
outstanding shares of JMB are owned, directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates.
JMB has responsibility for all aspects of the Partnership's operations,
subject to the requirement that purchases and sales of real property must
be approved by the Associate General Partner of the Partnership, ABPP
Associates, L.P., which is an Illinois limited partnership  ABPP
Associates, L.P., shall be directed by a majority in interest of its
limited partners (who are generally officers, directors and affiliates of
JMB or its affiliates) as to whether to provide its approval of any
purchase or sale of real property (or any interest therein) of the
Partnership.

     The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities.  Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services.  In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement.  The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates.  The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties.  Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.

     The names, positions held and length of service therein of the
directors and the executive and certain other officers of the Corporate
General Partner of the Partnership are as follows:





                                                        SERVED IN
NAME                      OFFICE                        OFFICE SINCE
----                      ------                        ------------

Judd D. Malkin            Chairman                      5/03/71
                          Director                      5/03/71
                          Chief Financial Officer       2/22/96
Neil G. Bluhm             President                     5/03/71
                          Director                      5/03/71
Burton E. Glazov          Director                      7/01/71
Stuart C. Nathan          Executive Vice President      5/08/79
                          Director                      3/14/73
A. Lee Sacks              Director                      5/09/88
John G. Schreiber         Director                      3/14/73
H. Rigel Barber           Chief Executive Officer       8/01/93
                          Executive Vice President      1/02/87
Glenn E. Emig             Executive Vice President      1/01/93
                          Chief Operating Officer       1/01/95
Gary Nickele              Executive Vice President      1/01/92
                          General Counsel               2/27/84
Gailen J. Hull            Senior Vice President         6/01/88
Howard Kogen              Senior Vice President         1/02/86
                          Treasurer                     1/01/91

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 7, 1997.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 7,
1997.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited
Partnership-XVI ("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-
XVII ("Carlyle-XVII"), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-
III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage Partners-IV"), Carlyle
Income Plus, Ltd. ("Carlyle Income Plus") and Carlyle Income Plus, Ltd.-II
("Carlyle Income Plus-II") and the managing general partner of JMB Income
Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-V ("JMB
Income-V"), JMB Income Properties, Ltd.-VI ("JMB Income-VI"), JMB Income
Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties, Ltd.-X
("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"),JMB
Income Properties, Ltd.-XII ("JMB Income-XII") and JMB Income Properties,
Ltd.-XIII ("JMB Income-XIII").  JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships.  Most of
the foregoing directors and officers are partners in the Associate General
Partner and also officers and/or directors of various affiliated companies
of JMB including Income Growth Managers, Inc. (the corporate general
partner of IDS/JMB Balanced Income Growth, Ltd. ("IDS/BIG"), Arvida/JMB
Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.) and
Arvida/JMB Managers-II, Inc. (the general partner of Arvida/JMB Partners,
L.P.-II ("Arvida-II")).  Most of such directors and officers are also
partners, directly or indirectly, of certain partnerships which are
associate general partners in the following real estate limited
partnerships:  the Partnership, Carlyle-VII, Carlyle-IX, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB
Income-VI, JMB Income-VII, JMB Income-X, JMB Income-XI, JMB Income-XII, JMB
Income-XIII, Mortgage Partners-III, Mortgage Partners-IV, Carlyle Income
Plus, Carlyle Income Plus-II and IDS/BIG.  Certain of such officers are
also officers and the sole director of Carlyle Managers, Inc., the general
partner of JMB/NYC.





     The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:

     Judd D. Malkin (age 59) is an individual general partner of JMB
Income-IV and JMB Income-V.  Mr. Malkin has been associated with JMB since
October, 1969.  Mr. Malkin is a director of Urban Shopping Centers, Inc.
("USC, Inc."), an affiliate of JMB that is a real estate investment trust
in the business of owning, managing and developing shopping centers.  He is
a Certified Public Accountant.

     Neil G. Bluhm (age 59) is an individual general partner of JMB
Income-IV and JMB Income-V.  Mr. Bluhm has been associated with JMB since
August, 1970.  Mr. Bluhm is a director of USC, Inc.  He is a member of the
Bar of the State of Illinois and a Certified Public Accountant.

     Burton E. Glazov (age 58) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

     Stuart C. Nathan (age 55) has been associated with JMB since July,
1972.  Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

     John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990.  Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business.  He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P.  Since 1994, Mr. Schreiber has also
served as a Trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties.  Mr.
Schreiber is also a director of USC, Inc. He is also a director of a number
of investment companies advised or managed by T. Rowe Price Associates and
its affiliates.  He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

     H. Rigel Barber (age 47) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

     Glenn E. Emig (age 49) has been associated with JMB since December,
1979.  Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation.  He holds a Masters degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

     Gary Nickele (age 44) has been associated with JMB since February,
1984.  He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

     Gailen J. Hull (age 48) has been associated with JMB since March,
1982.  He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

     Howard Kogen (age 61) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.





ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Holders of Interests, and a
share of profits or losses.  Reference is made to the Notes for a
description of such transactions, distributions and allocations.  In 1995,
the General Partners received distributions of $81,017 (all of which were
distributable sale or refinancing proceeds) and the Corporate General
Partner received no management fees.  In 1996 and 1994, the General
Partners received no distributions and Corporate General Partner received
no management fees.  The General Partners received a share of Partnership
income for tax purposes aggregating $5,635,174 in 1996.

     An affiliate of the Corporate General Partner provided property
management services during 1996 for Louis Joliet Mall.  In 1996, such
affiliate earned property management and leasing fees amounting to $273,795
for such services, all of which were paid as of December 31, 1996.  In
addition, an affiliate of the Corporate General Partner had managed the
Piper Jaffray Tower through November 1994.  In conjunction with the August
1992 loan modification, the affiliated property manager had agreed to defer
receipt of its property management fees which aggregated $1,839,000 through
November 1994 at December 31, 1996.  As set forth in the Prospectus of the
Partnership, the Corporate General Partner must negotiate such agreements
on terms no less favorable to the Partnership than those customarily
charged for similar services in the relevant geographical area (but in no
event at rates greater than 6% of the gross income from a property), and
such agreements must be terminable by either party thereto, without
penalty, upon 60 days' notice.  In December 1994 the affiliated property
manager entered into an agreement with an unaffiliated third party for the
sub-management of the 900 Third Avenue building.  Property management fees
for this property were $422,825 in 1996, all of which were paid to the sub-
manager.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1996
aggregating $28,745 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership.  Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

     The General Partners of the Partnership or their affiliates may be
reimbursed or paid for their direct expenses or out-of-pocket expenses and
salary and salary-related expenses relating to the administration of the
Partnership and the operation of the Partnership's real property
investments.  In 1996, the Corporate General Partner of the Partnership was
due reimbursement for such expenses in the amount of $57,907, of which
$16,876 was unpaid at December 31, 1996.  Additionally, the General
Partners are also entitled to reimbursements for legal and accounting
services.  Such costs for 1996 were $34,747, of which $6,016 was unpaid as
of December 31, 1996.

     The Partnership had obligations to fund, on demand, $1,200,000 and
$1,200,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, of additional paid-in capital (reflected in amounts due to
affiliates in the accompanying consolidated financial statements).  During
1996, these obligations were reduced to $400,000 and $400,000,
respectively.  As of December 31, 1996, these obligations bore interest at
5.93% per annum and interest accrued on these obligations was $473,858.

     Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, has provided certain property management services to Wilshire
Bundy Plaza.  Such acquisition had no effect on the fees payable by the
Partnership under any existing agreements with such company.  The fees




earned by such company from the Partnership for the twelve months ended
December 31, 1995 and through March 27, 1996, date of disposition, were
approximately $11,600 and $2,900 respectively, all of which have been paid.

     The Partnership is permitted to engage in various transactions
involving the General Partners and their affiliates, as described in Item
10.





<TABLE>
<CAPTION>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

     (b)  The Corporate General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:

                        NAME OF                            AMOUNT AND NATURE
                        BENEFICIAL                         OF BENEFICIAL                       PERCENT
TITLE OF CLASS          OWNER                              OWNERSHIP                           OF CLASS
--------------          ----------                         -----------------                   --------
<S>                     <C>                                <C>                                 <C>
Limited Partnership
 Interests and Assignee
 Interests therein      JMB Realty Corporation             5 Interests (1)                     Less than 1%
                                                           indirectly

Limited Partnership
 Interests and Assignee
 Interests therein      Corporate General Partner,         16.9 Interests (1) (2)              Less than 1%
                        its officers and
                        directors and the
                        Associate General
                        Partner as a group

<FN>

     (1)  Includes 5 Interests owned by the Initial Limited Partner of the Partnership for which JMB, as its
indirect majority shareholder, is deemed to have sole voting and investment power.

     (2)  Includes 11.9 Interests owned by officers or their relatives for which an officer has investment and
voting power as to such Interests so owned.

     No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

     Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.

     (c)  There exists no arrangement, known to the Partnership, the operation of which may at a subsequent data
result in a change in control of the Partnership.

</TABLE>




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.


                                PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a)  The following documents are filed as part of this report:

             (1)  Financial Statements (See Index to Financial Statements
filed with this annual report).

             (2)  Exhibits.

                  3-A.*    Amended and Restated Agreement of Limited
Partnership.

                  3-B.*    Assignment Agreement by and among the
Partnership, the General Partners and the Initial Limited Partner.

                  3-C.     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 filed herewith.

                  3-D.     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 filed herewith.

                  4-A.     Long-term debt documents relating to the
refinancing of the first mortgage loan secured by the 1090 Vermont office
building in Washington, D.C. are hereby incorporated by reference to the
Partnership's Report on Form 10-K (File No. 0-15962) dated March 27, 1995.

                  4-B.     Long-term debt documents relating to the
September 1995 refinancing of the first and second mortgage loans secured
by the Louis Joliet Mall are hereby incorporated by reference to the
Partnership's Report on Form 10-Q (File No. 0-15962) dated November 9,
1995.

                  4-C.     Documents relating to the modification and
extension of the mortgage loan secured by Wells Fargo-South Tower are filed
herewith.

                  4-D.     Amended and restated promissory note between
Wells Fargo Bank and the Partnership is filed herewith.

                  4-E.     Loan modification agreement of Wells Fargo
Bank is filed herewith.





                  10-A.    Acquisition documents relating to the purchase
by the Partnership of an interest in the 1290 Avenue of the Americas
Building in New York, New York are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #1 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.

                  10-B.    Acquisition documents relating to the purchase
by the Partnership of an interest in the 237 Park Avenue Building in New
York, New York are hereby incorporated by reference to the Partnership's
Post-Effective Amendment #1 to the Partnership's Registration Statement on
Form S-11 (File No. 0-15962) dated June 4, 1984.

                  10-C.    Acquisition documents relating to the purchase
by the Partnership of an interest in the Wells Fargo Center - IBM Tower in
Los Angeles, California are hereby incorporated by reference to the
Partnership's Post-Effective Amendment #5 to the Partnership's Registration
Statement on Form S-11 (File No. 0-15962) dated June 4, 1984.

                  10-D.    Agreement of Limited Partnership of Carlyle-
                           XIV Associates, L.P. is hereby incorporated by
reference to the Partnership's Report on Form 10-Q (File No. 0-15962) dated
May 14, 1993.

                  10-E.    Second Amended and Restated Articles of
Partnership of JMB/NYC Office Building Associates, L.P. is hereby
incorporated by reference to the Partnership's report for December 31, 1993
on Form 10-K (File No. 0-15962) dated March 28, 1994.

                  10-F.    Documents relating to the sale by the
Partnership of its interest in the Old Orchard Urban Venture are hereby
incorporated by reference to the Partnership's report on Form 8-K (File No.
0-15962) for August 30, 1993, dated November 12, 1993.

                  10-G.    Amended and Restated Certificate of
Incorporation of Carlyle-XIV Managers, Inc., (known as Carlyle Managers,
Inc.) is hereby incorporated by reference to the Partnership's report for
December 31, 1993 on Form 10-K (File No 0-15962) dated March 28, 1994.

                  10-H.    Amended and Restated Certificate of
Incorporation of Carlyle-XIII Managers, Inc., (known as Carlyle Investors,
Inc.), is hereby incorporated by reference to the Partnership's report for
December 31, 1993 on Form 10-K (File No. 0-15962) dated March 28, 1994.

                  10-I.    $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Managers, Inc., is hereby incorporated by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.





                  10-J.    $1,200,000 demand note between Carlyle-XIV
Associates, L.P. and Carlyle Investors, Inc., is hereby incorporated by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-15962) dated March 28, 1994.

                  10-K.    Assumption Agreements dated October 14, 1994
made by 237 Park Avenue Associates and by 1290 Associates in favor and for
the benefit of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC
Office Building Associates, L.P., are hereby incorporated by reference to
the Partnership's Report for December 31, 1994 on Form 10-K (File No. 0-
15962) dated March 27, 1995.

                  10-L.    Assumption Agreements dated October 14, 1994
made by O&Y Equity Company, L.P., and by O&Y NY Building Corp. and by
JMB/NYC Office Building Associates, L.P. in favor and for the benefit of 2
Broadway Associates and 2 Broadway Land Company, are hereby incorporated by
reference to the Partnership's Report for December 31, 1994 on Form 10-K
(File No. 0-15962) dated March 27, 1995.

                  10-M.    Lockbox and forbearance agreements related to
the mortgage note secured by the Wells Fargo Building, are hereby
incorporated by reference to the Partnership's Report for December 31, 1994
on Form 10-K (File No. 0-15962) dated March 27, 1995.

                  10-N.    Amendment No. 1 to the Agreement of Limited
Partnership of Carlyle-XIV Associates, L.P. dated January 1, 1994 by and
between Carlyle Investors, Inc. a Delaware corporation, as general partner,
and Carlyle Real Estate Limited Partnership-XIV, an Illinois limited
partnership, as limited partner, is hereby incorporated by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-15962)
dated May 11, 1995.

                  10-O.    Amendment No. 1 to the Second Amended and
Restated Articles of Partnership of JMB/NYC Office Building Associates,
L.P. dated January 1, 1994 by and between Carlyle Managers, Inc. a Delaware
corporation, as general partner, and Carlyle-XIII Associates, L.P. a
Delaware limited partnership, Carlyle-XIV Associates, L.P. a Delaware
limited partnership and Property Partners, L.P. a Delaware limited
partnership, as the limited partners, is hereby incorporated by reference
to the Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-
15962) dated May 11, 1995.

                  10-P.    Agreement of Sale between 2 Broadway
                           Associates, L.P. and 2 Broadway Acquisition
Corp. dated August 10, 1995, is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-15962)
dated March 25, 1996.




                  10-Q.    Agreement of Conversion of 1290 Associates
into 1290 Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office
Building Associates, L.P., an Illinois limited partnership, O&Y Equity
Company, L.P., a Delaware limited partnership and O&Y NY Building Corp., a
Delaware corporation, is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-15962)
dated March 25, 1996.

                  10-R.    Agreement of Conversion of 237 Park Avenue
Associates into 237 Park Avenue Associates, L.L.C., dated October 10, 1995
among JMB/NYC Office Building Associates, L.P., an Illinois limited
partnership, O&Y Equity Company, L.P., a Delaware limited partnership and
O&Y NY Building Corp., a Delaware corporation, is hereby incorporated by
reference to the Partnership's Report for December 31, 1995 on Form 10-K
(File No. 0-15962) dated March 25, 1996.

                  10-S.    Trustee's Deed of Sale dated March 27, 1996
relating to the conveyance of title and interest in Wilshire Bundy Plaza to
Teachers Insurance and Annuity Association of America (Grantee) by Chicago
Title Company (Trustee) for Carlyle Real Estate Limited Partnership - XIV
(Trustor) is incorporated herein by reference to the Partnership's Report
for March 31, 1996 on Form 10-Q (File No. 0-15962) dated May 10, 1996.

                  10-T.    Disclosure Statement for the Second Amended
Joint Plan of Reorganization of 237 Park Avenue Associates, L.L.C. and 1290
Associates, L.L.C. dated August 9, 1996, is hereby incorporated by
reference to the Partnership's Report for September 30, 1996 on Form 10-Q
(File No. 0-15962) dated November 8, 1996.

                  10-U.    Purchase Agreement as amended including
exhibits thereto, dated August 29, 1996 between Mariners Pointe Associates,
Ltd. and Mariners Pointe L.L.C. is filed herewith.

                  10-V.    Documents relating to the operating agreement
of Maguire Thomas Partners-South Tower, L.L.C. are filed herewith.

                  10-W.    Consent of Director of Carlyle-XIV Managers,
Inc. (known as Carlyle Managers, Inc.) dated October 31, 1996 is filed
herewith.

                  10-X.    Consent of Director of Carlyle-XIII, Managers,
Inc. (known as Carlyle Investors, Inc.) dated October 31, 1996 is filed
herewith.




                  10-Y.    Allonge to demand note between Carlyle Real
Estate Limited Partnership-XIV and Carlyle Managers, Inc. dated October 31,
1996 is filed herewith.

                  10-Z.    Allonge to demand note between Carlyle Real
Estate Limited Partnership-XIV and Carlyle Investors, Inc., dated October
31, 1996 is filed herewith.

                  10-AA.   Indemnification agreement between Property
Partners, L.P., Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates,
L.P. dated as of October 10, 1996 is filed herewith.

                  10-BB.   Agreement of Limited Partnership of 237/1290
Lower Tier Associates, L.P. dated as of October 10, 1996 is filed herewith.

                  10-CC.   Amended and Restated Limited Partnership
Agreement of 237/1290 Upper Tier Associates, L.P. dated as of October 10,
1996 is filed herewith.

                  21.      List of Subsidiaries.

                  24.      Powers of Attorney.

                  27.      Financial Data Schedule.





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

*  Previously filed as Exhibits 3-B, 3-C and 10-H to the Partnership's
Report for December 31, 1992 on Form 10-K of the Securities Exchange Act
(File No. 0-15962) filed on March 30, 1993 and hereby incorporated herein
by reference.

             Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the Securities and Exchange Commission upon request.

        (b)  No reports on Form 8-K were filed since the beginning of the
last quarter of the period covered by this report.

        No annual report for the year 1996 or proxy material has been sent
to the Partners of the Partnership.  An annual report will be sent to the
Partners subsequent to this filing.





                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                By:     JMB Realty Corporation
                        Corporate General Partner


                        GAILEN J. HULL
                By:     Gailen J. Hull
                        Senior Vice President
                Date:   March 21, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                By:     JMB Realty Corporation
                        Corporate General Partner

                        JUDD D. MALKIN*
                By:     Judd D. Malkin, Chairman and
                        Chief Financial Officer
                Date:   March 21, 1997

                        NEIL G. BLUHM*
                By:     Neil G. Bluhm, President and Director
                Date:   March 21, 1997

                        H. RIGEL BARBER*
                By:     H. Rigel Barber, Chief Executive Officer
                Date:   March 21, 1997

                        GLENN E. EMIG*
                By:     Glenn E. Emig, Chief Operating Officer
                Date:   March 21, 1997


                        GAILEN J. HULL
                By:     Gailen J. Hull, Senior Vice President
                        Principal Accounting Officer
                Date:   March 21, 1997

                        A. LEE SACKS*
                By:     A. Lee Sacks, Director
                Date:   March 21, 1997

                        STUART C. NATHAN*
                By:     Stuart C. Nathan, Executive Vice President
                          and Director
                Date:   March 21, 1997

                *By:    GAILEN J. HULL, Pursuant to a Power of Attorney


                        GAILEN J. HULL
                By:     Gailen J. Hull, Attorney-in-Fact
                Date:   March 21, 1997




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                             EXHIBIT INDEX


                                             DOCUMENT
                                           INCORPORATED
                                           BY REFERENCE       PAGE
                                           ------------       ----

3-A.      Amended and Restated Agreement of
          Limited Partnership                       Yes

3-B.      Assignment Agreement by and among
          the Partnership, the General Partners
          and the Initial Limited Partners          Yes

3-C.      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                         Yes

4-A.      Long-term debt documents relating
          to the refinancing of the first
          mortgage loan secured by the
          1090 Vermont Office Building
          in Washington, D.C.                       Yes

4-C.      Documents relating to the modification
          and extension of the mortgage loan
          secured by Wells Fargo-South Tower         No

4-D.      Amended and restated promissory note
          of Wells Fargo Bank                        No

4-E.      Loan modification agreement of
          Wells Fargo Bank                           No

10-A -
  10-C.   Acquisition Documents are hereby
          incorporated herein by reference          Yes

10-D.     Agreement of Limited Partnership
          of Carlyle-XIV Associates, L.P.           Yes

10-E.     Second Amended and Restated Articles
          of Partnership of JMB/NYC Office
          Building Associates, L.P.                 Yes

10-F.     Documents relating to the sale by
          the Partnership of its interest
          in the Old Orchard Venture                Yes

10-G.     Amended and Restated Certificate
          of Incorporation of Carlyle-XIV
          Managers, Inc. (known as Carlyle
          Managers, Inc.)                           Yes

10-H.     Amended and Restated Certificate
          of Incorporation of Carlyle-XIII
          Managers, Inc. (known as Carlyle
          Investors, Inc.)                          Yes




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                       EXHIBIT INDEX - CONTINUED


                                             DOCUMENT
                                           INCORPORATED
                                           BY REFERENCE       PAGE
                                           ------------       ----
10-I.     $1,200,000 demand note between
          Carlyle-XIV Associates, L.P. and
          Carlyle Managers, Inc.                    Yes

10-J.     $1,200,000 demand note between
          Carlyle-XIV Associates, L.P. and
          Carlyle Investors, Inc.                   Yes

10-K.     Assumption Agreements dated October
          14, 1994 made by 237 Park Avenue
          Associates and by 1290 Associates in
          favor and for the benefit of O&Y
          Equity Company, L.P., O&Y NY Building
          Corp. and JMB/NYC Office Building
          Associates, L.P.                          Yes

10-L.     Assumption Agreements dated October 14,
          1994 made by O&Y Equity Company, L.P.,
          and by O&Y NY Building Corp. and by
          JMB/NYC Office Building Associates, L.P.
          in favor and for the benefit of 2 Broadway
          Associates and 2 Broadway Land Company.   Yes

10-M.     Lockbox and forbearance agreements
          related to the mortgage note secured
          by the Wells Fargo Building.              Yes

10-N.     Amendment No. 1 to the Agreement of
          Limited Partnership of Carlyle-XIV
          Associates, L.P. dated January 1, 1994
          by and between Carlyle Investors, Inc.,
          a Delaware corporation, as general partner,
          and Carlyle Real Estate Limited
          Partnership-XIV, an Illinois limited
          partnership, as limited partner.          Yes

10-O.     Amendment No. 1 to the Second Amended
          and Restated Articles of Partnership of
          JMB/NYC Office Building Associates, L.P.
          dated January 1, 1994; by and between
          Carlyle Managers, Inc., a Delaware
          corporation, as general partner, and
          Carlyle-XIII Associates, L.P., a Delaware
          limited partnership, Carlyle-XIV Associates,
          L.P., a Delaware limited partnership and
          Property Partners, L.P., a Delaware limited
          partnership, as the limited partners.     Yes

10-P.     Agreement of Sale between 2 Broadway
          Associates, L.P. and 2 Broadway
          Acquisition Corp. dated August 10, 1995.  Yes





             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                       EXHIBIT INDEX - CONTINUED


                                             DOCUMENT
                                           INCORPORATED
                                           BY REFERENCE       PAGE
                                           ------------       ----

10-Q.     Agreement of Conversion of 1290
          Associates, L.L.C. dated October 10,
          1995                                      Yes

10-R.     Agreement of Conversion of 237 Park
          Avenue Associates into 237 Park
          Avenue Associates, L.L.C. dated
          October 10, 1995                          Yes

10-S.     Trustee's Deed of Sale dated
          March 27, 1996 relating to the
          conveyance of title and interest
          in Wilshire Bundy Plaza to
          Teachers Insurance and Annuity
          Association of America (Grantee)
          by Chicago Title Company
          (Trustee) for Carlyle Real Estate
          Limited Partnership - XIV (Trustor)       Yes

10-T.     Disclosure Statement for the
          Second Amended Joint Plan of
          Reorganization of 237 Park Avenue
          Associates, L.L.C. and 1290 Associates,
          L.L.C. dated August 9, 1996               Yes

10-U.     Purchase Agreement as amended including
          exhibits thereto, dated August 29,
          1996 between Mariners Pointe Associates,
          Ltd. and Mariners Pointe, L.L.C.           No

10-V.     Documents relating to the operating
          agreement of Maguire Thomas Partners-
          South Tower, L.L.C.

10-W.     Consent of Director of Carlyle-XIV
          Managers, Inc. (known as Carlyle
          Managers, Inc.) dated October 31,
          1996                                       No

10-X.     Consent of Director of Carlyle-XIII,
          Managers, Inc. (known as Carlyle
          Investors, Inc.) dated October 31,
          1996                                       No

10-Y.     Allonge to demand note between
          Carlyle Real Estate Limited
          Partnership-XIV and Carlyle Managers,
          Inc. dated October 31, 1996                No





             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                       EXHIBIT INDEX - CONTINUED


                                             DOCUMENT
                                           INCORPORATED
                                           BY REFERENCE       PAGE
                                           ------------       ----

10-Z.     Allonge to demand note between
          Carlyle Real Estate Limited
          Partnership-XIV and Carlyle
          Investors, Inc., dated
          October 31, 1996                           No

10-AA.    Indemnification agreement between
          Property Partners, L.P., Carlyle-XIII
          Associates, L.P. and Carlyle-XIV
          Associates, L.P. dated as of
          October 10, 1996                           No

10-BB.*   Agreement of Limited Partnership of
          237/1290 Lower Tier Associates, L.P.
          dated as of October 10, 1996               No

10-CC.*   Amended and Restated Limited Partnership
          Agreement of 237/1290 Upper Tier
          Associates, L.P. dated as of
          October 10, 1996                           No

21.       List of Subsidiaries                       No

24.       Powers of Attorney                         No

27.       Financial Data Schedule                    No

--------------------
          * FILED ON PAPER IN ACCORDANCE WITH RULE 201 OF REGULATION S-T,
THESE AGREEMENTS ARE BEING FILED IN PAPER PURSUANT TO A TEMPORARY HARDSHIP
EXEMPTION.