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, 2000             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



<PAGE>


                           TABLE OF CONTENTS



                                                         Page
                                                         ----
PART I

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

Item 2.      Properties . . . . . . . . . . . . . . . . .   9

Item 3.      Legal Proceedings. . . . . . . . . . . . . .  11

Item 4.      Submission of Matters to a Vote of
             Security Holders . . . . . . . . . . . . . .  11


PART II

Item 5.      Market for the Partnership's
             Limited Partnership Interests and
             Related Security Holder Matters. . . . . . .  12

Item 6.      Selected Financial Data. . . . . . . . . . .  13

Item 7.      Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations. . . . . . . . . .  15

Item 7A.     Quantitative and Qualitative
             Disclosures About Market Risk. . . . . . . .  23

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  24

Item 9.      Changes in and Disagreements
             with Accountants on Accounting and
             Financial Disclosure . . . . . . . . . . . .  54


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  54

Item 11.     Executive Compensation . . . . . . . . . . .  57

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  58

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  59

PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  59


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . .  64









                                   i


<PAGE>


                                PART I

ITEM 1.  BUSINESS

     Unless otherwise indicated, all references to "Notes" are to Notes to
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 (herein after "Holder" or "Holders of
Interests") has made any additional capital contribution after such date.
The Holders of Interests 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 has been engaged solely in the business of the
acquisition, operation and sale and disposition of equity real estate
investments.  Such equity investments are or have been held by fee title,
leasehold estates and/or through joint venture partnership interests.  The
Partnership's real estate investments are or have been located throughout
the nation and it has had 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.

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



<PAGE>


<TABLE>
<CAPTION>

                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (g)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP
----------------------       ----------   --------  ----------------------       ---------------------
<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)
 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
 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          (f)(g)               fee ownership of land and
                               sq.ft.                                            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          3/23/01              fee ownership of land and
                               sq.ft.                         (f)                improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(e)


<PAGE>


                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (g)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP
----------------------       ----------   --------  ----------------------       ---------------------

 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)
 8. 1090 Vermont Avenue
     Building
     Washington, D.C. .       140,000      9/26/84          5/29/98              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership) (c)(d)
 9. Mariners Pointe
     Apartments
     Stockton,
     California . . . .       220 units    10/2/84         10/11/96              fee ownership of land and
                                                                                 improvements (through joint
                                                                                 venture partnership)
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
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)
                                                                                 (b)(c)



<PAGE>


                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 2000,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION (g)            SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP
----------------------       ----------   --------  ----------------------       ---------------------

14. 900 Third Avenue
     Building
     New York,
     New York . . . . .       517,000     12/28/84         11/02/99              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(e)
15. Wells Fargo Center -
     South Tower
     Los Angeles,
     California . . . .      1,100,000     6/28/85            10%                fee ownership of land and
                               sq.ft.                                            improvements (through
                               n.r.a.                                            limited liability company)
                                                                                 (b)(c)
16. Louis Joliet Mall
     Joliet, Illinois .       305,000      7/31/85          7/30/99              fee ownership of land and
                               sq.ft.                                            improvements (e)
                               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)
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


<PAGE>


<FN>
-----------------------
  (a)The computation of this percentage for properties held at
December 31, 2000 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 balance and a description of the long-term
mortgage indebtedness secured by the Piper Jaffray Tower and Wells Fargo
Center - South Tower investment properties.

  (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 sale of this
investment property.

  (f)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 indirect interests in
these investment properties.

  (g)As a result of the restructuring that occurred in 1999, the
Partnership owns through JMB/NYC an indirect interest in 237 Park Avenue
and certain other investments.  Reference is made to the notes for a
description of such transaction.

</TABLE>


<PAGE>


     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) 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
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, 2000 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.

     In October 1994, the Affiliated Partners, through JMB/NYC, entered
into an agreement (the "Agreement") with affiliates (the "Olympia & York
affiliates") of Olympia & York Developments, Ltd. ("O&Y") who were the
venture partners in the Joint Ventures that owned the 237 Park Avenue, 1290
Avenue of the Americas and 2 Broadway Buildings, 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 the 2 Broadway Building was allocated in 1994 to the 237 Park
Avenue and 1290 Avenue of the Americas Buildings.

     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

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 provided that JMB/NYC had an indirect limited partnership
interest which, before taking into account significant preferences to other
partners, equaled 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 retained any direct
or indirect continuing interest in the Properties.  The new ownership
structure gave control of the Properties to an unaffiliated real estate
investment trust ("REIT") owned primarily by holders of the first mortgage


<PAGE>


debt that encumbered the Properties prior to the bankruptcy.  JMB/NYC had,
under certain limited circumstances, through January 1, 2001 rights of
consent regarding sale of the Properties or the consummation of certain
other transactions that would have significantly reduced indebtedness of
the Properties.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT had the right to purchase JMB/NYC's interest in the
Properties for an amount based on a formula relating to the operations of
the Properties (the "Formula Price").

     The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements (other than
that related to a certain indemnification agreement provided in connection
with such restructuring).

     In 1996, the Affiliated Partners entered into a joint and several
obligation to indemnify the REIT 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 owned the Properties.  The Affiliated Partners
contributed approximately $7,800,000 (of which the Partnership's share was
approximately $3,900,000) to JMB/NYC, which was deposited into an escrow
account as collateral for such indemnification.  These funds were invested
in stripped U.S. Government obligations with a maturity date of February
15, 2001.  Subsequent to that date, the remaining escrowed funds have been
invested in short-term U.S. Government obligations.  Due to the
Restructuring discussed below, during 1999 the maximum potential obligation
was reduced to approximately $14,300,000 and a portion of the collateral
(approximately $4,460,000 in face amount) was released to JMB/NYC.  In
connection with the purchase of JMB/NYC's indirect interest in The 1290
Partnership (as discussed below), the remaining collateral was released to
JMB/NYC in late March 2001.  The Partnership's share of the reduction of
the maximum unfunded obligation under the indemnification agreement
recognized as income in the accompanying statements of operations is a
result of interest earned on amounts contributed by the Partnership and
held in escrow for JMB/NYC, and, in 1999, the agreed upon reduction of the
maximum unfunded obligation.  Interest income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.


<PAGE>


     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 (of which the
Partnership's share is approximately $700,000) at closing.  Such amount is
payable to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share is approximately $2,850,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC.  The Purchase Note requires payment of principal
and interest out of distributions made to JMB/NYC from the 1290 Partnership
and the 237 Partnership.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001, and JMB/NYC does not have funds to pay the Purchase Note.
The limited partners of JMB/NYC, as creditors, and the holder of the
Purchase Note have agreed to certain steps within one year of maturity of
the Purchase Note as discussed below.  The outstanding principal and
accrued and deferred interest on the Purchase Note at December 31, 2000,
was approximately $151,152,000.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$210,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 50% to the Partnership and 50% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche in the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder will take the appropriate
steps necessary to foreclose upon and obtain JMB/NYC's interest in the
Upper Tier Partnership in lieu of seeking any other damages.

     On June 1, 2000, the joint venture that owns the Piper Jaffray Tower
ceased paying debt service and defaulted on the mortgage loan secured by
the property.  Reference is made to the Notes for a further description of
such transaction.  Reference is also made to Item 3 of this annual report
for a discussion of the proceeding pursuant to which a receiver was
appointed to take control of the property and its operations.  Title to the
property is expected to be transferred to the lender or its designee in
2001.



<PAGE>


     On July 30, 1999, the Partnership sold the Louis Joliet Mall for a
sale price of $45,400,000, as described more fully in the Notes.

     On November 2, 1999, 900 Third Avenue Associates, through Progress
Partners, sold the 900 Third Avenue office building for a sale price of
approximately $163,000,000, as described more fully in the Notes.

     On May 29, 1998, the Partnership sold its joint venture interest in
the 1090 Vermont Avenue office building for a sale price equal to what it
would have received in a sale of the property for $27,000,000, as described
more fully in the notes.

     The Partnership has no employees.

     All of the remaining investment properties have high levels of debt
secured by the property and, in certain instances, by the Partnership's
interest in the property.  Reference is made to the Notes for a description
of such indebtedness.  The Partnership does not expect to receive any
substantial proceeds from operations or sales of these properties (or the
Partnership's interests in the properties).  However, upon disposition of
each of these properties or the Partnership's interest therein, the
Partnership, and therefore the Holders of Interests, will recognize a
substantial amount of taxable income with little or no distributable
proceeds. In this regard, the Partnership's interest, through JMB/NYC, in
1290 Avenue of the Americas was sold in March 2001, and the Partnership
expects that ownership of the Piper Jaffray Tower will transfer to the
lender or its designee in 2001.  It is also possible that the Partnership's
interest in one or both of 237 Park Avenue and Wells Fargo-South Tower may
be sold or disposed of during 2001.  For Certain Holders of Interest, such
taxable gain may be offset by their suspended passive activity losses (if
any).  Each Holder's tax consequences will depend on such Holder's own tax
situation.

     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 2000 and 1999 for the Partnership's investment properties owned
during 2000:



<PAGE>


<TABLE>
<CAPTION>
                                                             1999                      2000
                                                   ------------------------- -------------------------
                                                     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. 237 Park Avenue
     Building
     New York, New York . . .  Advertising/
                               Insurance/Paper/
                               Real Estate
                               Investment             *     *      *      *     *      *     *      *

 2. 1290 Avenue of the
     Americas Building
     New York, New York . . .  Financial Services     *     *      *      *     *      *     *      *

 3. Piper Jaffray Tower
     Minneapolis,
     Minnesota. . . . . . . .  Advertising/
                               Financial Services    89%   89%    89%    91%   92%    65%   65%    82%

 5. Wells Fargo Center -
     South Tower
     Los Angeles,
     California . . . . . . .  Business Infor-
                               mation Systems/
                               School District
                               Administration         *     *      *      *     *      *     *      *
<FN>
--------------------
     Reference is made Item 7 and to the Notes for further information regarding property occupancy, competitive
conditions and tenant leases at certain of the Partnership's investment properties.

     An "*" indicates that the joint venture which owns the property, or through which the Partnership owns an
interest, 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>


<PAGE>


ITEM 3.  LEGAL PROCEEDING

     On July 20, 2000, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. 222 SOUTH NINTH STREET LIMITED PARTNERSHIP, OB
JOINT VENTURE, JMB/PIPER JAFFRAY TOWER ASSOCIATES, CARLYLE REAL ESTATE
LIMITED PARTNERSHIP-XIV, JMB/PIPER JAFFRAY TOWER ASSOCIATES II, CAMPBELL-
MITHUN-ESTY, L.L.C., U.S. BANCORP PIPER JAFFRAY INC. JMB REALTY
CORPORATION, OB JOINT VENTURE II AND LHDL REALTY LIMITED PARTNERSHIP was
initiated in and an order for judgement entered by Minnesota District Court
of Hennepin County, Minnesota.  In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
note secured by the Piper Jaffray Tower, sought the enforcement of its
security interest and the appointment of a receiver for the benefit of the
lender to take exclusive possession, control and operation of the property.

Due to a substantial amount of space vacated by a major tenant at the
expiration of its lease in May 2000, the property owning venture has not
made all of the scheduled debt service payments on the mortgage note since
June 1, 2000.  In consideration for, among other things, being released
under the mortgage loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of their expenses in
connection with the transaction, within certain limitations, the defendants
listed above executed a stipulation consenting to the foreclosure sale of
the property.  In July 2000, the Court approved the stipulation agreement,
granted Teachers' application and entered an order for a receiver to take
exclusive possession, control and operation of the property.  Accordingly,
the receiver has control of the property and its operations.  In September
2000, a sheriff's sale of the property was held, and the lender was granted
certain rights to the title of the property in 2001.  Title to the property
is currently expected to be transferred to Teachers or its designee in
April 2001.  However, there can be no assurance that the lender will take
title to the property or that such disposition will be completed within the
time frame currently anticipated.

     The Partnership is not subject to any other material legal
proceedings.



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 2000 and 1999.




<PAGE>


                                PART II

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

     As of December 31, 2000, there were 40,100 record Holders of the
399,991.75 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 Wells Fargo Center
- South Tower and Piper Jaffray Tower investment properties restrict the
use of the cash flows from those properties generally to the payment of
expenses for those properties, as discussed more fully in the Notes.  Since
July 2000, a receiver has had control of Piper Jaffray Tower and its
operations for the benefit of the mortgage lender.  In addition, the
purchase money note issued by JMB/NYC in connection with its acquisition of
interests in the 237 Park Avenue and 1290 Avenue of the Americas investment
properties requires that any distributions payable to JMB/NYC with respect
to such investment properties be applied to reduce the outstanding
principal and interest on the purchase money note.  It is not expected that
any significant distributions will be made to the Holders of Interests.




<PAGE>


<TABLE>

ITEM 6.  SELECTED FINANCIAL DATA

                                 CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                            (A LIMITED PARTNERSHIP)

                                 DECEMBER 31, 2000, 1999, 1998, 1997 AND 1996
                                 (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)


<CAPTION>
                               2000          1999          1998          1997           1996
                          ------------- -------------   -----------  ------------  ------------
<S>                      <C>           <C>            <C>           <C>           <C>
Total income. . . . . . .  $  1,578,165     5,569,474     9,772,720    11,393,348    11,830,330
                           ============   ===========   ===========   ===========   ===========
Earnings (loss) before
 gains on sale or
 disposition of
 investment properties. .  $ (2,440,009)      915,476    (1,838,405)    8,080,035   152,923,409
Gains (losses) on sale of
 the Partnership's interest
 in unconsolidated venture,
 sale of investment
 properties by uncon-
 solidated venture or on
 sale or disposition of
 investment properties  .         --       25,689,423     2,594,828         --        2,928,068
Extraordinary items . . .         --       (2,105,391)        --            --       23,622,011
Cumulative effect of an
 accounting change. . . .         --            --            --            --      (16,000,000)
                           ------------   -----------   -----------   -----------   -----------
Net earnings (loss) . . .  $ (2,440,009)   24,499,508       756,423     8,080,035   163,473,488
                           ============   ===========   ===========   ===========   ===========


<PAGE>


                               2000          1999          1998          1997          1996
                          ------------- -------------   -----------  ------------  ------------
Net earnings (loss) per
 Interest (b):
   Earnings (loss) before
    gains on sale or
    disposition of invest-
    ment properties . . .  $      (5.86)         2.19         (4.40)        19.35        366.18
   Gains (losses) on sale
    of the Partnership's
    interest in uncon-
    solidated venture,
    sale of investment
    properties by
    unconsolidated
    ventures or on sale
    or disposition
    of investment
    properties. . . . . .         --            63.45          6.41         --             7.23
   Extraordinary items. .         --            (5.20)        --            --            58.33
   Cumulative effect of
    an accounting
    change. . . . . . . .         --            --            --            --           (38.31)
                           ------------   -----------   -----------   -----------   -----------
Net earnings (loss) . . .  $      (5.86)        60.44          2.01         19.35        393.43
                           ============   ===========   ===========   ===========   ===========

Total assets. . . . . . .  $  9,765,074    37,066,670    48,869,476    63,829,469    60,002,966
Long-term debt. . . . . .  $ 37,562,558    33,824,625    55,119,460    51,768,623    48,359,317
Cash distributions
  per Interest (c). . . .  $      68.00         30.00         45.00         --            --
                           ============   ===========   ===========   ===========   ===========

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

  (a)   The above selected financial data should be read in conjunction with the 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>


<PAGE>


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


LIQUIDITY AND CAPITAL RESOURCES

     Capitalized terms used herein but not defined have the same meanings
as 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.

     At December 31, 2000, the Partnership had cash and cash equivalents of
approximately $8,599,000.  Such funds were available for working capital
requirements and potential future distributions to the General Partners and
Holders of Interests.  In addition, the Partnership expects to receive from
JMB/900 approximately $900,000 as its share of remaining proceeds from the
operations of the 900 Third Avenue Building.  The Piper Jaffray and Wells
Fargo Center - South Tower investment properties are restricted as to their
use of excess cash flows by escrow agreements negotiated pursuant to loan
modifications.  Amounts held in escrow for a particular property may be
used for payment of tenant improvements and other expenses related to the
particular property.  Due to property specific concerns discussed below,
the Partnership considers its remaining investment properties not to be
potential sources of future cash generated from sales or operations.  A
receiver was appointed for the Piper Jaffray Tower in July 2000.

     In February 2000, the Partnership received a distribution of
approximately $26,400,000 from JMB/900 representing the Partnership's share
of sales proceeds and cash flow generated from the operations of the 900
Third Avenue office building.

     In February 2000, the Partnership made a distribution of sales
proceeds related to the sales of the 900 Third Avenue office building and
the Louis Joliet Mall to the Holders of Interests of approximately
$20,040,000 ($50 per interest) and approximately $3,200,000 ($8 per
interest) of previously undistributed cash flow generated primarily from
the 900 Third Avenue office building.  Accordingly, the General Partners
were entitled to a distribution of cash flow from operations of
approximately $134,000.  In connection with such operational cash flow
distribution, the Corporate General Partner also received a management fee
of approximately $223,000.  Additionally, the Partnership made a
distribution of cash flow from operations of approximately $4,006,000 ($10
per interest) to the Holders of Interests and $167,000 to the General
Partners in August 2000.  The General Partners received a management fee of
approximately $278,000 in connection with the August 2000 distribution.

     As discussed below, in conjunction with the appointment of a receiver
for the Piper Jaffray Tower in July 2000, the obligation to pay deferred
management and leasing fees for that property (of which approximately
$919,500 was the Partnership's share payable to an affiliate of the General
Partners) was released.

     The Partnership has not budgeted any amounts for its share of tenant
improvements and other capital expenditures as it has no funding
obligations for its remaining investment properties.

     Reference is made to the Partnership's property specific discussions
below regarding the potential source of liquidity from the Partnership's
remaining investment properties.



<PAGE>


     Piper Jaffray Tower

     Occupancy of the building at the end of the fourth quarter of 2000 was
82%.

     U.S. Bancorp Piper Jaffray Inc. ("PJI"), which occupied 335,684 square
feet or approximately 46% of the building's rentable square feet vacated
the majority of its space (approximately 222,000 square feet) and moved to
a recently completed office tower upon expiration of its lease on May 31,
2000.  However, PJI extended a portion of its former space (approximately
114,000 square feet) through May 31, 2002, although the new rental rates,
while at market rates, are significantly less than rental rates under the
previous PJI lease.  Additionally, Piper has executed new long-term leases
representing an additional approximately 170,000 square feet.  The property
manager has been actively pursuing replacement tenants for the balance of
the vacant space; however, given the extremely competitive nature of the
downtown Minneapolis market due to a significant amount of new office
construction, not all of the PJI space had been released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper has not made the required debt service payments under
the mortgage loan since June 1, 2000, and is in monetary default under such
loan.  Such default led to the appointment of a receiver and a foreclosure
sale of the property as described below.

     The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender was essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.

During 2000 (prior to the default), 1999 and 1998, no such cash flow was
generated.  As of December 31, 2000, aggregate amounts due to the lender
were approximately $107,100,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000 and
$610,000 representing property management fees was deposited and
approximately $970,000 and $260,000 was withdrawn from the escrow account
for certain leasing costs in 2000 and 1999, respectively.  The escrow
balance as of July 20, 2000 was approximately $5,146,000.  Such balance was
applied to the outstanding principal balance of the loan on July 20, 2000,
as a result of the default.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) had
agreed to defer receipt of its management fee and receive the payment
thereof out of the amount available from the escrow account, if any.  As of
July 20, 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, the obligation to pay the deferred fees was
released.  As a result, the liability for such fees was written off in the
third quarter of 2000.

     JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction.  Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
expenses in connection with the transaction, within certain limitations,
the Defendants executed a stipulation agreement consenting to a foreclosure


<PAGE>


sale of the property, including the fee interest in the land underlying the
building.  On July 20, 2000, the Court approved the stipulation and
appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale, subject to redemption of the property at any
time within six months from the date of such sale.  JMB/Piper currently
expects that title to the land and building will transfer to the lender
sometime in April 2001.  Such transfer would result in Piper, JMB/Piper,
and the Partnership, realizing a significant amount of gain for both
financial reporting and Federal income tax purposes in 2001, with no
distributable proceeds from such disposition.  However, there can be no
assurance that such disposition will be completed within the time frame
currently anticipated.

     JMB/Piper's plan to sell or dispose of the Piper Jaffray Tower had
not, as of June 30, 1999 resulted in a sale or disposition.  As a result,
JMB/Piper made an adjustment as of June 30, 1999 to record depreciation
that would have been recognized had the Piper Jaffray Tower not been
considered "held for sale or disposition".  Further, JMB/Piper began
recording depreciation expense for the Piper Jaffray Tower commencing
July 1, 1999.  However, as a result of the default discussed above,
JMB/Piper has reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it is not subject to
continued depreciation beyond such date for financial reporting purposes.


     Wells Fargo Center - South Tower

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

     During 1996, the Partnership, the joint venture, and the lenders
reached an agreement to modify the mortgage note and the promissory note
secured by the Partnership's interest in the property.  In conjunction with
the note modifications, the Maguire/Thomas Partners - South Tower LLC 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 eliminated any potential additional obligation of the Partnership
in the future to provide additional funds under the previous joint venture
agreement.  As a result, previously recognized losses of $5,712,902 have
been reversed, and the Partnership's share of losses in 2000 and 1999 of
approximately $1,660,000 and $1,938,000, respectively, were not recognized.

The Partnership's 1998 share of income for financial reporting purposes
(approximately $267,000) has not been recognized as such income amount is
not considered realizable.  Since the terms of the modified mortgage note
and the amended and restated promissory note 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 "Wells Fargo Center - South Tower" in the Notes
for a further description of these events.

     The lender has had discussions with the Partnership regarding the
lender's rights to realize upon its security under the loan agreement
secured by the Partnership's interest in the limited liability company.
Accordingly, the lender may proceed to foreclose on the Partnership's
interest in the limited liability company in 2001, which would trigger
significant gain with no realizable proceeds.  Such loan and the loan
secured by the property are scheduled to mature in 2003.


<PAGE>


     JMB/NYC

     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.

     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 (of which the
Partnership's share is approximately $700,000) at closing.  Such amount is
payable to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share is approximately $2,850,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.



<PAGE>


     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC.  The Purchase Note requires payment of principal
and interest out of distributions made to JMB/NYC from the 1290 Partnership
and the 237 Partnership.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001.  As expected, JMB/NYC does not have funds to pay the
Purchase Note.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note have agreed to certain steps within one year of
maturity of the Purchase Note as discussed below.  The outstanding
principal and accrued and deferred interest on the Purchase Note at
December 31, 2000,  was approximately $151,152,000.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$210,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 50% to the Partnership and 50% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder will take the appropriate
steps necessary to foreclose upon and obtain JMB/NYC's interest in the
Upper Tier Partnership in lieu of seeking any other damages.

     Also in December 1999, JMB/NYC was entitled to receive refinancing
proceeds, as defined, of approximately $446,000 in respect of its indirect
interest in the 1290 Partnership as a result of a refinancing of the
mortgage note secured by the 1290 Avenue of Americas office building.
These proceeds were used by JMB/NYC to make a payment of approximately
$443,000 on the Purchase Note tranche held by its limited partners.

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 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 owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $3,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds have been invested in short-term U.S. Government
obligations.  Due to the Restructuring, the maximum potential obligation
was reduced to $14,285,000, and a portion of the collateral (approximately
$4,460,000 in face amount) was released in 1999 to JMB/NYC.  In connection
with the purchase of JMB/NYC's indirect interest in the 1290 Partnership,
the remaining collateral (approximately $5,700,000, of which the
Partnership's share is approximately $2,850,000) was released to JMB/NYC in
late March 2001.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC, and, in 1999, the agreed upon
reduction of the maximum obligation.  Interest income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.



<PAGE>


     900 Third Avenue Building

     In March 1999, JMB/900 settled various claims and acquired the
interests of the FDIC and the unaffiliated venture partners in Progress
Partners, which owned the 900 Third Avenue office building, for
$16,300,000, of which $13,800,000 was paid upon closing of the various
transactions.  In connection with these transactions, the Partnership
contributed its proportionate share (approximately $4,600,000) of the
$13,800,000 to JMB/900 to effect these transactions.  The remaining amount
was paid at the sale of the property as discussed below.

     In July 1999, JMB/900, through Progress Partners, entered into a
contract to sell the 900 Third Avenue Building to an unaffiliated third
party.  On November 2, 1999, JMB/900 sold the property for approximately
$163,000,000.  Upon closing, JMB/900 received cash of approximately
$62,300,000 (net of closing costs but before prorations).  The cash
received is also net of the repayment of the mortgage loan secured by the
property of approximately $87,000,000, a prepayment penalty of
approximately $5,800,000 and the final payment to the Progress Parties
pursuant to the Settlement Agreement of approximately $2,500,000.  As a
result of this sale, JMB/900 recognized a gain of approximately $54,000,000
and $77,000,000 for financial reporting and Federal Income tax purposes.
The Partnership's share of such items is approximately $18,100,000 and
$25,600,000, respectively.  As is customary in such transactions, JMB/900
agreed to certain representations, warranties and covenants with a
stipulated survival period, which expired on September 15, 2000.  As
required by the sale agreement, Progress Partners had placed $2,000,000
into an escrow account as security for such representations, warranties,
covenants and certain other costs.  As a result of a claim made by the
buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     Yerba Buena Office Building

     As previously reported, the joint venture that had owned the Yerba
Buena office building filed a lawsuit against the lender for breach of its
obligations.  In June 1998, the court granted the lender's motion for
summary judgment and dismissed the lawsuit. The joint venture appealed the
dismissal.  During the second quarter of 1999, the joint venture reached an
agreement in principle with the lender to settle the lawsuit.  In February
2000, the settlement was finalized and the former lender paid $1,400,000 to
the joint venture in resolution of the dispute.  Simultaneously, the joint
venture paid to its limited partners $27,000 in settlement of any of their
potential claims related to the matter.  The Partnership's share of the
settlement proceeds and cash held at the joint venture was approximately
$876,000, which the Partnership received in the second quarter of 2000.

     General

     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.

     The Partnership's and its ventures' 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
indebtedness.  The Partnership also does not intend to commit additional
funds to either Wells Fargo Center - South Tower or the Piper Jaffray
Tower.


<PAGE>


     Although the Partnership expects to make minimal future cash
distributions, aggregate distributions received by Holders of Interest over
the entire term of the Partnership will be approximately 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 ventures, Holders of Interests
will be allocated gain for Federal income tax purposes, regardless of
whether any proceeds are distributable from such sales or other
dispositions.  All of the remaining investment properties have high levels
of debt secured by the property and, in certain instances, by the
Partnership's interest in the property. Reference is made to the Notes for
a description of such indebtedness. The Partnership does not expect to
receive any substantial proceeds from operations or sales of these
properties (or the Partnership's interests in the properties).  However,
upon disposition of each of these properties or the Partnership's interest
therein, the Partnership, and therefore the Holders of Interests, will
recognize a substantial amount of taxable income with little or no
distributable proceeds.  In this regard, the Partnership's interest,
through JMB/NYC, in 1290 Avenue of the Americas was sold in March 2001, and
the Partnership expects that ownership of the Piper Jaffray Tower will
transfer to the lender or its designee in 2001. It is also possible that
the Partnership's interest in one or both of 237 Park Avenue and Wells
Fargo-South Tower may be sold or disposed of during 2001. For Certain
Holders of Interest, such taxable gain may be offset by their suspended
passive activity losses (if any).  Each Holder's tax consequences will
depend on such Holder's own tax situation.

     RESULTS OF OPERATIONS

     At December 31, 2000, 1999 and 1998, the Partnership owned interests
in four, four and six investment properties, respectively, all of which
were operating.

     Significant variances between periods reflected in the accompanying
financial statements not otherwise reported are primarily the result of the
sale of the Louis Joliet Mall in July 1999, the 900 Third Avenue office
building in November 1999 and the sale of the Partnership's interest in the
1090 Vermont Venture in May 1998.

     The decrease in the investment in unconsolidated ventures, at equity
at December 31, 2000 as compared to December 31, 1999 is primarily due to a
distribution of cash of approximately $26,400,000 from JMB/900 to the
Partnership in February 2000.  Substantially all of the asset at
December 31, 2000 represents the Partnership's share of cash and other
current assets at JMB/900, which is expected to be distributed to the
Partnership in 2001.

     The decrease in the liability investment in unconsolidated ventures,
at equity at December 31, 2000 as compared to December 31, 1999 and the
related increase in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 2000 as compared to the year ended
December 31, 1999 is primarily due to the cessation of the recording of
depreciation from July 1, 2000 as a result of the Piper Jaffray Tower being
reclassified as held for sale or disposition as of that date.
Additionally, the increase is also due to the write off of certain deferred
management and leasing fees upon the appointment of the receiver at the
Piper Jaffray Tower.

     The increase in long-term debt at December 31, 2000 as compared to
December 31, 1999 is primarily due to the interest accrual on the
promissory note secured by the Partnership's interest in the limited
liability company that owns the Wells Fargo Center - South Tower.



<PAGE>


     The increase in interest income for the year ended December 31, 2000
as compared to the year ended December 31, 1999 is primarily due to
temporary investment of the cash received from JMB/900.  Portions of such
funds were distributed to the General Partners and Holders of Interests in
late February 2000 and August 2000.  The decrease in interest income for
the year ended December 31, 1999 as compared to the year ended December 31,
1998 is primarily due to a decrease in average cash balances due to the
distributions of sales proceeds and previously undistributed cash flow from
operations to the General Partners and the Holders of Interests in 1999 and
1998.

     The dividend income for the year ended December 31, 1999 is due to
dividends paid by Carlyle Investors, Inc. and Carlyle Managers, Inc. to the
Partnership (as a shareholder to both corporations) as a result of amounts
distributed by JMB/NYC related to the escrow refund discussed above.

      The other income for the year ended December 31, 2000 is the result
of the Partnership's share of the proceeds from settlement of the Yerba
Buena litigation.  Other income for the year ended December 31, 1998 is due
to the sale of stock in 1998 that was received in the settlement of claims
against a tenant in bankruptcy related to the Partnership's interest in the
Old Orchard venture (sold in August 1993).

     The decrease in professional services for the year ended December 31,
2000 as compared to the years ended December 31, 1999 and 1998 is primarily
due to the joint venture reaching an agreement in principle for the
settlement of the Yerba Buena litigation during the second quarter of 1999,
which resulted in reduced legal fees thereafter.  The settlement was
completed in February 2000.

     The management fees to Corporate General Partner for the years ended
December 31, 2000 and 1998 are the result of operating distributions made
in 2000 and 1998.

     The increase in general and administrative expenses for the year ended
December 31, 2000 as compared to the years ended December 31, 1999 and 1998
is primarily due to the payment by the Partnership for state income taxes
owed as a result of the sale of the Louis Joliet Mall in July 1999.

     The Partnership's share of the reduction of the maximum unfunded
obligation under the indemnification agreement recognized as income during
1999 of $5,618,040 is a result of the Partnership's share of the reduction
of the maximum indemnification obligation due to the Restructuring and
interest earned during 1999 on amounts contributed by the Partnership and
held in escrow by JMB/NYC.  Such interest income earned reduces the
Partnership's proportionate share of the maximum unfunded obligation under
the indemnification agreement.  The lower amounts of such reduction for the
years ended December 31, 2000 and 1998, compared to the year ended
December 31, 1999 are primarily due to the release of a portion of the
funds held in escrow in connection with the Restructuring in 1999 and a
corresponding reduction in the amount of interest earned on the lower
escrow balance during 2000.

     The decrease in Partnership's share of operations from unconsolidated
venture for the year ended December 31, 1999 as compared to the year ended
December 31, 1998 is primarily due to the allocation of additional losses
to the Partnership because the Piper Jaffray Tower was no longer classified
as held for sale, an adjustment was made to record depreciation from prior
periods and the commencement of continued depreciation.  This amount is
partially offset by the decrease in assessed value of the Piper Jaffray
Tower, which resulted in lower real estate tax expense being incurred by
the property, and additional income being allocated to the Partnership as a
result of JMB/900 purchasing the interests of the FDIC and unaffiliated
venture partners in Progress Partners, prior to the sale of the building in
November 1999.

     The gain on sale of interest in unconsolidated venture for the year
ended December 31, 1998 is due to the sale of the Partnership's interest in
the 1090 Vermont venture in May 1998.


<PAGE>


     The Partnership's share of gains on sale of investment property by
unconsolidated venture and the Partnership's share of extraordinary items
from unconsolidated venture for the year ended December 31, 1999 are due to
the sale of the 900 Third Avenue office building in November 1999.

     The gain on sale of investment property and extraordinary item -
write-off of unamortized deferred financing costs for the year ended
December 31, 1999 is due to the sale of the Louis Joliet Mall in July 1999.

     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 in future periods may have an adverse impact on property
operating expenses, which 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.




ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Partnership has identified interest rate changes as a potential
market risk.  However, as the long-term debt of the Partnership's remaining
investment properties bears interest at a fixed rate and generally is due
to be retired upon transfer of property to the lender in satisfaction of
the indebtedness or is to mature subsequent to the Partnership's expected
liquidation and termination date, the Partnership does not believe that it
is exposed to market risk relating to interest rate changes.


<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)


                                 INDEX


Independent Auditors' Report

Balance Sheets, December 31, 2000 and 1999

Statements of Operations, years ended December 31, 2000, 1999 and 1998

Statements of Partners' Capital Accounts (Deficits), years ended
  December 31, 2000, 1999 and 1998

Statements of Cash Flows, years ended December 31, 2000, 1999 and 1998

Notes to Financial Statements



SCHEDULES NOT FILED:

     All schedules have been omitted as the required information is
inapplicable or the information is presented in the financial statements or
related notes.






<PAGE>













                     INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV:

     We have audited the financial statements of Carlyle Real Estate
Limited Partnership - XIV, a limited partnership, (the Partnership) as
listed in the accompanying index.  These financial statements are the
responsibility of the General Partners of the Partnership.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

     We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  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 financial statements referred to above present
fairly, in all material respects, the financial position of the Partnership
at December 31, 2000 and 1999, and the results of its operations and its
cash flows for each of the years in the three-year period ended
December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.











                                         KPMG LLP


Chicago, Illinois
March 25, 2001



<PAGE>


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

                                               BALANCE SHEETS

                                         DECEMBER 31, 2000 AND 1999

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                            2000              1999
                                                                        ------------      -----------
<S>                                                                    <C>               <C>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $  8,599,183        9,715,669
  Interest, rents and other receivables . . . . . . . . . . . . . . .         59,586           73,526
                                                                        ------------     ------------
          Total current assets. . . . . . . . . . . . . . . . . . . .      8,658,769        9,789,195
                                                                        ------------     ------------

Investment in unconsolidated ventures, at equity. . . . . . . . . . .        895,930       27,067,100
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        210,375          210,375
                                                                        ------------     ------------

                                                                        $  9,765,074       37,066,670
                                                                        ============     ============



<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)

                                         BALANCE SHEETS - CONTINUED


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

                                                                            2000              1999
                                                                        ------------     ------------
Current liabilities:
  Accounts payable and other current liabilities. . . . . . . . . . .   $     46,036           61,922
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .         46,036           61,922

Investment in unconsolidated ventures, at equity. . . . . . . . . . .      7,579,733        8,445,544
Partnership's share of the maximum unfunded obligation under the
  indemnification agreement . . . . . . . . . . . . . . . . . . . . .      4,272,948        4,451,884
Distribution received in excess of recorded investment, net . . . . .      1,322,572        1,322,572
Long-term debt, less current portion. . . . . . . . . . . . . . . . .     37,562,558       33,824,625
                                                                        ------------     ------------
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . .     50,783,847       48,106,547

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . .          1,000            1,000
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .    (14,894,586)     (14,796,986)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .     (2,117,798)      (1,817,374)
                                                                        ------------     ------------
                                                                         (17,011,384)     (16,613,360)
                                                                        ------------     ------------
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . .    351,746,836      351,746,836
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .   (274,277,947)    (271,935,538)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .   (101,476,278)     (74,237,815)
                                                                        ------------     ------------
                                                                         (24,007,389)       5,573,483
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .    (41,018,773)     (11,039,877)
                                                                        ------------     ------------
                                                                        $  9,765,074       36,066,670
                                                                        ============     ============



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


<PAGE>


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

                                          STATEMENTS OF OPERATIONS

                                YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<CAPTION>
                                                           2000             1999            1998
                                                       ------------     ------------    ------------
<S>                                                   <C>              <C>             <C>
Income:
  Rental income . . . . . . . . . . . . . . . . . .  $      --             5,016,736       8,617,055
  Interest income . . . . . . . . . . . . . . . . .         701,645          511,225         969,623
  Dividend income . . . . . . . . . . . . . . . . .           --              41,513           --
  Other income. . . . . . . . . . . . . . . . . . .         876,520            --            186,042
                                                       ------------     ------------    ------------
                                                          1,578,165        5,569,474       9,772,720
                                                       ------------     ------------    ------------
Expenses:
  Mortgage and other interest . . . . . . . . . . .       3,737,933        4,961,947       5,866,362
  Property operating expenses . . . . . . . . . . .           --           2,629,214       4,289,800
  Professional services . . . . . . . . . . . . . .         371,338          601,919         774,037
  Amortization of deferred expenses . . . . . . . .           --             108,415         186,521
  Management fees to Corporate General Partner. . .         500,707            --            835,063
  General and administrative. . . . . . . . . . . .         717,838          683,740         686,594
                                                       ------------     ------------    ------------
                                                          5,327,816        8,985,235      12,638,377
                                                       ------------     ------------    ------------
                                                         (3,749,651)      (3,415,761)     (2,865,657)
Partnership's share of the reduction of the
  maximum unfunded obligation under the
  indemnification agreement . . . . . . . . . . . .         178,936        5,618,040         268,504
Partnership's share of  operations of unconsolidated
  ventures  . . . . . . . . . . . . . . . . . . . .       1,130,706       (1,286,803)        758,748
                                                       ------------     ------------    ------------

    Earnings (loss) before gain on sale
      of investment properties. . . . . . . . . . .      (2,440,009)         915,476      (1,838,405)
Gain on sale of interest in unconsolidated venture.           --               --          2,594,828
Partnership's share of gains on sale of investment
  property by unconsolidated venture. . . . . . . .           --          18,090,924           --
Gain on sales of investment property. . . . . . . .           --           7,598,499           --
                                                       ------------     ------------    ------------
    Earnings (loss) before
      extraordinary items . . . . . . . . . . . . .      (2,440,009)      26,604,899         756,423


<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)

                                    STATEMENTS OF OPERATIONS - CONTINUED



                                                           2000             1999            1998
                                                       ------------     ------------    ------------
Extraordinary item - write-off of unamortized
  deferred financing costs. . . . . . . . . . . . .           --            (111,008)          --
Partnership's share of extraordinary items
  from unconsolidated venture . . . . . . . . . . .           --          (1,994,383)          --
                                                       ------------     ------------    ------------
    Net earnings (loss) . . . . . . . . . . . . . .    $ (2,440,009)      24,499,508         756,423
                                                       ============     ============    ============
    Net earnings (loss) per limited
      partnership interest:
        Earnings (loss) before gains on sale of
          investment properties . . . . . . . . . .    $      (5.86)            2.19           (4.40)
        Gain on sale of interest in unconsolidated
          venture . . . . . . . . . . . . . . . . .           --               --               6.41
        Partnership's share of gains on sale of
          investment property by unconsolidated
          venture . . . . . . . . . . . . . . . . .           --               44.68           --
        Gains on sale of investment property. . . .           --               18.77           --
        Extraordinary items . . . . . . . . . . . .           --               (5.20)          --
                                                       ------------     ------------    ------------
        Net earnings (loss) . . . . . . . . . . . .    $      (5.86)           60.44            2.01
                                                       ============     ============    ============


















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


<PAGE>


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

                               STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



<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,
 1997 . . . .$1,000  (15,021,857)  (1,316,336)  (16,337,193) 351,746,836 (296,966,598)  (44,176,028)  10,604,210

Cash dis-
 tributions
 $45 per
 limited
 Partnership.  --          --        (501,038)     (501,038)       --           --      (18,037,368) (18,037,368)
Net earnings
 (loss) . . .  --        (47,588)       --          (47,588)       --         804,011         --         804,011
             ------  -----------   ----------   -----------  ----------- ------------   ----------- ------------
Balance
 (deficits)
 Decem-
 ber 31,
 1998 . . . . 1,000  (15,069,445)  (1,817,374)  (16,885,819) 351,746,836 (296,162,587)  (62,213,396)  (6,629,147)

Cash dis-
 tributions
 $30 per
 limited
 Partnership.  --          --           --            --           --           --      (12,024,419) (12,024,419)
Net earnings
 (loss) . . .  --        272,459        --          272,459        --      24,227,049         --      24,227,049
             ------  -----------   ----------   -----------  ----------- ------------   ----------- ------------



<PAGE>


                                  CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                             (A LIMITED PARTNERSHIP)

                         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,
 1999 . . . . 1,000  (14,796,986)  (1,817,374)  (16,613,360) 351,746,836 (271,935,538)  (74,237,815)   5,573,483

Cash dis-
 tributions
 $68 per
 limited
 Partnership.  --          --        (300,424)     (300,424)       --           --      (27,238,463) (27,238,463)
Net earnings
 (loss) . . .  --        (97,600)       --          (97,600)       --      (2,342,409)        --      (2,342,409)
             ------  -----------   ----------   -----------  ----------- ------------   ----------- ------------
Balance
 (deficits)
 Decem-
 ber 31,
 2000 . . . .$1,000  (14,894,586)  (2,117,798)  (17,011,384) 351,746,836 (274,277,947) (101,476,278) (24,007,389)
             ======  ===========   ==========   ===========  =========== ============   =========== ============











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


<PAGE>


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

                                          STATEMENTS OF CASH FLOWS
                                YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<CAPTION>
                                                            2000            1999            1998
                                                       ------------      -----------     -----------
<S>                                                   <C>               <C>             <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . .    $ (2,440,009)      24,499,508         756,423
  Items not requiring (providing) cash or
    cash equivalents:
      Amortization of deferred expenses . . . . . .           --             108,415         186,521
      Long-term debt - deferred accrued interest. .       3,737,933        3,737,932       3,737,933
      Partnership's share of the reduction of the
        maximum unfunded obligation under the
        indemnification agreement . . . . . . . . .        (178,936)      (5,618,040)       (268,504)
      Partnership's share of operations of
        unconsolidated ventures . . . . . . . . . .      (1,130,706)       1,286,803        (758,748)
      Gain on sale of interest in unconsolidated
        venture . . . . . . . . . . . . . . . . . .           --               --         (2,594,828)
      Partnership's share of gain (loss) on
        sale of investment property by
        unconsolidated venture. . . . . . . . . . .           --         (18,090,924)          --
      Gain on sale of investment property . . . . .           --          (7,598,499)          --
      Extraordinary items . . . . . . . . . . . . .           --           2,105,391           --
  Changes in:
    Interest, rents and other receivables . . . . .          13,940          612,464        (432,921)
    Prepaid expenses. . . . . . . . . . . . . . . .           --              25,860           --
    Escrow deposits . . . . . . . . . . . . . . . .           --             352,268         (60,158)
    Accrued rents receivable. . . . . . . . . . . .           --              12,350         (11,607)
    Accounts payable. . . . . . . . . . . . . . . .         (15,885)        (784,812)       (550,371)
    Accrued interest. . . . . . . . . . . . . . . .           --            (170,101)         (2,391)
    Accrued real estate taxes . . . . . . . . . . .           --            (545,000)        (48,054)
    Tenant security deposits. . . . . . . . . . . .           --             (19,919)          2,750
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            operating activities. . . . . . . . . .         (13,663)         (86,304)        (43,955)
                                                       ------------      -----------     -----------


<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)

                                    STATEMENTS OF CASH FLOWS - CONTINUED


                                                            2000             1999            1998
                                                        -----------      -----------     -----------
Cash flows from investing activities:
  Additions to investment properties. . . . . . . .           --          (1,321,967)       (439,695)
  Partnership's distributions from
    unconsolidated ventures . . . . . . . . . . . .      26,436,064        2,068,706         584,492
  Cash proceeds from sale of investment
    properties or interest in unconsolidated
    venture . . . . . . . . . . . . . . . . . . . .           --          19,407,079       4,725,409
  Partnership's advance to affiliated entity. . . .           --            (210,375)          --
  Partnership's contributions to
    unconsolidated ventures . . . . . . . . . . . .           --          (4,716,000)       (146,241)
  Refund (payment) of deferred expenses, net. . . .           --             (54,867)         39,615
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            investing activities. . . . . . . . . .      26,436,064       15,172,576       4,763,580
                                                       ------------      -----------     -----------
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . .           --            (222,033)       (357,323)
  Distributions to general partners . . . . . . . .        (300,424)           --           (501,038)
  Distributions to limited partners . . . . . . . .     (27,238,463)     (12,024,419)    (18,037,368)
                                                       ------------      -----------     -----------
          Net cash provided by (used in)
            financing activities. . . . . . . . . .     (27,538,887)     (12,246,452)    (18,895,729)
                                                       ------------      -----------     -----------
          Net increase (decrease) in cash
            and cash equivalents. . . . . . . . . .      (1,116,486)       2,839,820     (14,176,104)

          Cash and cash equivalents,
            beginning of year . . . . . . . . . . .       9,715,669        6,875,849      21,051,953
                                                       ------------      -----------     -----------
          Cash and cash equivalents,
            end of year . . . . . . . . . . . . . .    $  8,599,183        9,715,669       6,875,849
                                                       ============      ===========     ===========



<PAGE>


                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                                           (A LIMITED PARTNERSHIP)

                                    STATEMENTS OF CASH FLOWS - CONTINUED

                                                           2000              1999            1998
                                                       ------------      -----------     -----------
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . .    $      --           1,394,116       2,130,820
                                                       ============      ===========     ===========
  Non-cash investing and financing activities:
    Sale of interest in unconsolidated venture:
      Gain on sale of interest in unconsolidated
        venture . . . . . . . . . . . . . . . . . .    $      --               --          2,594,828
      Basis in unconsolidated venture . . . . . . .           --               --          2,130,581
                                                       ------------      -----------     -----------
          Cash proceeds from sale of interest in uncon-
           solidated venture. . . . . . . . . . . .    $      --               --          4,725,409
                                                       ============      ===========     ===========
      Sale of investment property:
      Total sale proceeds, net of selling expenses.    $      --          44,604,909           --
      Assumption of mortgages payable . . . . . . .           --         (25,197,830)          --
                                                       ------------      -----------     -----------
      Cash proceeds from sale of investment
        property, net of selling expenses . . . . .    $      --          19,407,079           --
                                                       ============      ===========     ===========

      Net distribution in excess of recorded
        investment. . . . . . . . . . . . . . . . .    $      --          (1,322,572)          --
                                                       ============      ===========     ===========


















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


<PAGE>


             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV
                        (A LIMITED PARTNERSHIP)

                     NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2000, 1999 AND 1998


OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership has held (either directly or through joint ventures)
an equity investment portfolio of United States real estate.  Business
activities have consisted of rentals to a wide variety of commercial
companies, and the ultimate sale or disposition of such real estate.

    The accompanying financial statements include the accounts of the
Partnership.  The equity method of accounting has been applied in the
accompanying 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"); and 1090 Vermont Avenue prior to its
sale in May 1998, N.W. Associates Limited Partnership ("1090 Vermont").

     The Partnership holds an approximate indirect 50% interest in JMB/NYC
Office Building Associates, L.P. ("JMB/NYC"), which in turn owned an
indirect interest in the 1290 Avenue of the Americas property.  Due to the
Restructuring in November 1999, JMB/NYC owns an indirect interest in the
partnership that owns 237 Park Avenue and certain other investments
(JMB/NYC's investment is significantly less than 1% of such partnership).

     As of October 10, 1996 ("Effective Date"), the Partnership
discontinued the application of the equity method of accounting for the
indirect interests in the joint ventures which owned 1290 Avenue of the
Americas and 237 Park Avenue (collectively, the "Properties") and
additional losses from the investment in unconsolidated venture will not be
recognized.  Should the unconsolidated venture subsequently report income,
the Partnership will resume applying the equity method on its share of such
income only after such income exceeds net losses not previously recognized.

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

     The Partnership records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to present the Partnership's accounts
in accordance with accounting principles generally accepted in the United
States of America ("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, 2000 and 1999 is summarized as follows:



<PAGE>


<TABLE>
<CAPTION>

                                                    2000                              1999
                                                  -------------------------------------------------------------
                                                         TAX BASIS                         TAX BASIS
                                       GAAP BASIS       (UNAUDITED)       GAAP BASIS      (UNAUDITED)
                                      ------------      ----------       ------------     ----------
<S>                                  <C>               <C>              <C>              <C>

Total assets. . . . . . . . . . . .   $  9,765,074       58,966,792       37,066,670      86,987,618

Partners' capital accounts
  (deficits):
    General partners. . . . . . . .    (17,011,384)     (13,133,025)     (16,613,360)    (12,921,196)
    Limited partners. . . . . . . .    (24,007,389)    (164,140,219)       5,573,483    (139,028,125)

Net earnings (loss):
    General partners. . . . . . . .        (97,600)          88,598          272,459       2,563,328
    Limited partners. . . . . . . .     (2,342,409)       2,126,365       24,227,049      44,288,916

Net earnings (loss)
  per limited
  partnership interest. . . . . . .          (5.86)            5.32            60.44          110.50
                                      ============     ============      ===========    =============

</TABLE>


<PAGE>


     The net earnings (loss) per limited partnership interest is based upon
the limited partnership interests outstanding at the end of each year
(399,991.75 at 2000 and 400,813.98192 at 1999).  Deficit capital accounts
will result, through the duration of the Partnership, in the recognition of
net gain to the General Partners and 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 $8,555,000 and $9,450,000 at December 31, 2000 and
1999, 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 were
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.

     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 acquired, either directly or through joint ventures,
two apartment complexes, fourteen office buildings and three shopping
centers.  Fifteen properties have been sold or disposed of by the
Partnership as of December 31, 2000.  All of the properties owned at
December 31, 2000 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.

     The investment properties and, in some instances, 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.

     Maintenance and repair expenses are charged to operations as incurred.

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


<PAGE>


     The Partnership adopted Statement of Financial Accounting Standards
No. 121 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" ("SFAS 121") as required in
the first quarter of 1996.  The Partnership and its ventures' policy is to
consider a property to be held for sale or disposition when the Partnership
or venture 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 or venture has concluded that it may dispose
of the property by no longer funding operating deficits or debt service
requirements of the property thus allowing the lender to realize upon its
security.  In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated.  The unconsolidated
venture's commitment to a plan for sale or disposal of the Piper Jaffray
Tower had, as of June 30, 1999, not resulted in a sale or disposition.  As
a result, the unconsolidated venture made an adjustment to record
depreciation expense as of that date that would have been recognized had
the Piper Jaffray Tower not been considered "held for sale or disposition".

Further, the unconsolidated venture began to record depreciation expense
for this property commencing July 1, 1999.  However, as discussed below,
due to the commencement by the mortgage lender to realize upon its security
in the property, the unconsolidated venture reclassified the property as
held for sale or disposition as of July 1, 2000.

     The results of operations for the Louis Joliet Mall, which was
classified as held for sale or disposition as of December 31, 1996 and sold
in July 1999, were net income of $0, $1,169,860 and $2,253,874,
respectively, for the years ended December 31, 2000, 1999 and 1998.

     In addition, the accompanying financial statements include income
(loss) of $1,130,706, $1,622,491 and $1,003,063, respectively, of the
Partnership's share of total property operations of $2,501,377, $5,210,110
and $2,709,088 of unconsolidated properties held for sale or disposition as
of December 31, 2000 or sold or disposed of in the past three years.

     The Partnership has adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information."  The Partnership defines each of
its property investments as an individual operating segment and has
determined such property investments exhibit substantially identical
economic characteristics and meet the other criteria specified by SFAS No.
131, which permits the property investments to be aggregated into one
reportable segment.  The Partnership assesses and measures operating
results based on net operating income (rental income less property
operating expenses).  With the exception of interest income, professional
services and general and administrative expenses, substantially all other
components of net earnings (loss) of the Partnership related to property
investments.  With the exception of cash and cash equivalents,
substantially all other assets of the Partnership relate to property
investments.

     Certain amounts in the 1999 and 1998 financial statements have been
reclassified to conform with the 2000 presentation.


VENTURE AGREEMENTS - GENERAL

     The Partnership at December 31, 2000 is a party to five operating
joint venture agreements.  Pursuant to such agreements, the Partnership
made initial capital contributions of approximately $146,000,000 (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.  The five 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")


<PAGE>


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
six office buildings, including the 900 Third Avenue office building prior
to its sale in November 1999.  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.

     In 1998, the Partnership received income of approximately $186,000
related to a sale of stock received in the settlement of claims against a
tenant in bankruptcy (prior to the sale of the Partnership's interest in
1993).  The Partnership has retained these funds for working capital
purposes.

     JMB/NYC

     JMB/NYC is a limited partnership among Carlyle-XIV Associates, L.P.,
Carlyle-XIII Associates, L.P. and Property Partners, L.P. as limited
partners and Carlyle Managers, Inc. as the sole general partner.  The
Partnership is a 50% shareholder of Carlyle Managers, Inc. 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 50% shareholder.  The general partner in each
of JMB/NYC and Carlyle-XIV Associates, L.P. is an affiliate of the
Partnership.

     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 affiliates (the "Olympia & York
affiliates") of Olympia & York Developments, Ltd. ("O&Y") who were the
venture partners in the joint ventures (the "Joint Ventures") that 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.



<PAGE>


     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
& York affiliates.

     Bankruptcy filings for the Joint Ventures owning the 237 Park Avenue
and 1290 Avenue of the Americas properties (collectively, the "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 provided that JMB/NYC had an indirect limited partnership
interest which, before taking into account significant preferences to other
partners, equaled 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 retained any direct or indirect continuing interest
in the Properties.  The new ownership structure gave control of the
Properties to an unaffiliated real estate investment trust ("REIT") owned
primarily by holders of the first mortgage debt that encumbered the
Properties prior to the bankruptcy.  JMB/NYC had, under certain limited
circumstances, through January 1, 2001 rights of consent regarding sale of
the Properties or the consummation of certain other transactions that would
have significantly reduced indebtedness of the Properties.  In general, at
any time on or after January 2, 2001, an affiliate of the REIT had the
right to purchase JMB/NYC's interest in the Properties for an amount based
on a formula relating to the operations of the Properties (the "Formula
Price").

     The restructuring and reorganization discussed above eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements (other than
that related to a certain indemnification agreement provided in connection
with such restructuring).

     Pursuant to an indemnification agreement, the Affiliated Partners were
jointly and severally obligated to indemnify the REIT to the extent of
$25,000,000 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 owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $3,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds have been invested in short-term U.S. Government
obligations.  Due to the Restructuring discussed below, the maximum
potential obligation was reduced to $14,285,000 and a portion of the
collateral (approximately $4,460,000 in face amount) was released in 1999
to JMB/NYC.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC, and, in 1999, the agreed upon
reduction of the maximum obligation.  Interest income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.  In connection with the purchase of
JMB/NYC's indirect interest in the 1290 Partnership (as discussed below),
the remaining collateral was released to JMB/NYC in late March 2001.



<PAGE>


     In November 1999, JMB/NYC closed a transaction (the "Restructuring")
pursuant to which, among other things, JMB/NYC's interests in 237 Park
Avenue ("237 Park") and 1290 Avenue of the Americas ("1290 Avenue of the
Americas") were restructured.  Under the Restructuring, the partnership
that owns 237 Park has been converted to a limited liability company ("237
Park LLC").  The membership interest in 237 Park LLC owned by 237/1290
Upper Tier Associates, L.P. (the "Upper Tier Partnership"), in which
JMB/NYC is a limited partner with a 99% interest, was contributed to a
partnership (the "237 Partnership") that acquired the other membership
interests in 237 Park LLC from the REIT and one of its affiliates.  In
exchange for the interest in 237 Park LLC, the Upper Tier Partnership
received a limited partnership interest in the 237 Partnership having a
fair market value (determined in accordance with the partnership agreement
of the 237 Partnership) of approximately $500,000.  (JMB/NYC's total
investment in the 237 Partnership is significantly less than 1% of the 237
Partnership.)  The 237 Partnership owns a portfolio of investments in
addition to 237 Park.  JMB/NYC has the right, during the month of July of
each calendar year commencing with 2001, to cause a sale of the interest in
the 237 Partnership for a price equal to the greater of the fair market
value of such interest (determined in accordance with the partnership
agreement of the 237 Partnership) and a specified amount, of which
JMB/NYC's share would be $500,000.  In addition, the general partner of the
237 Partnership has the right, during the month of January of each calendar
year commencing with 2002, to purchase the interest in the 237 Partnership
for a price equal to the greater of the fair market value of such interest
(determined as described above) and a specified amount, of which JMB/NYC's
share would be $650,000.

     Although under the terms of the Restructuring JMB/NYC is not able to
cause a sale of the interest in the 237 Partnership prior to 2001, the
earliest date on which such interest may be purchased at the election of
the general partner of the 237 Partnership is January 2002.  In the absence
of JMB/NYC's earlier election to cause a sale of its interest in the 237
Partnership, this extends by a year (to January 2002 from January 2001) the
date on which JMB/NYC's indirect interest in 237 Park was previously
subject to purchase at the election of an affiliate of the REIT.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continues to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share is approximately $700,000).  Such amount is
payable to the limited partners of JMB/NYC as holders of a tranche of the
Purchase Note as discussed below.  In addition, JMB/NYC received the
remaining collateral (approximately $5,700,000, of which the Partnership's
share is approximately $2,850,000) held pursuant to the indemnification
agreement, including interest earned thereon, upon closing of the sale of
its interest in the 1290 Partnership.



<PAGE>


     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership and the 237 Partnership and is
non-recourse to JMB/NYC.  The Purchase Note requires payment of principal
and interest out of distributions made to JMB/NYC from the 1290 Partnership
and the 237 Partnership.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note have agreed to certain steps within one year of
maturity of the Purchase Note as discussed below.  As expected, JMB/NYC
does not have funds to pay the Purchase Note.  The outstanding principal
and accrued and deferred interest on the Purchase Note at December 31,
2000,  was approximately $151,152,000.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$210,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 50% to the Partnership and 50% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder will take the appropriate
steps necessary to foreclose upon and obtain JMB/NYC's interest in the
Upper Tier Partnership in lieu of seeking any other damages.

     Also in December 1999, JMB/NYC was entitled to receive refinancing
proceeds, as defined, of approximately $446,000 in respect of its indirect
interest in the 1290 Partnership as a result of a refinancing of the
mortgage note secured by the 1290 Avenue of Americas office building.
These proceeds were used by JMB/NYC to make a payment of approximately
$443,000 on the Purchase Note tranche held by its limited partners.

     PIPER JAFFRAY TOWER

     In 1984, the Partnership with C-XV acquired, through JMB/Piper, 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, which owns a fee interest in the land underlying the office
building.  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 $168,000,000 and $147,000,000
at December 31, 2000 and 1999, respectively.



<PAGE>


     U.S. Bancorp Piper Jaffray Inc. ("PJI"), which occupied 335,684 square
feet or approximately 46% of the building's rentable square feet vacated
the majority of its space (approximately 222,000 square feet) and moved to
a recently completed office tower upon expiration of its lease on May 31,
2000.  However, PJI extended a portion of its former space (approximately
114,000 square feet) through May 31, 2002, although the new rental rates,
while at market rates, are significantly less than rental rates under the
previous PJI lease.  Additionally, Piper has executed new long-term leases
representing an additional approximately 170,000 square feet.  The property
manager has been actively pursuing replacement tenants for the balance of
the vacant space; however, given the extremely competitive nature of the
downtown Minneapolis market due to a significant amount of new office
construction, not all of the PJI space had been released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper has not made the required debt service payments under
the mortgage loan since June 1, 2000, and is in monetary default under such
loan.  Such default led to the appointment of a receiver and a foreclosure
sale of the property as described below.

     The mortgage loan had an original principal amount of $100,000,000.
Prior to the default, the lender was essentially entitled to all operating
cash flow (as defined) in excess of fixed interest and certain other costs.

During 2000 (prior to the default), 1999 and 1998, no such cash flow was
generated.  As of December 31, 2000, aggregate amounts due to the lender
were approximately $107,100,000, including certain default interest.

     On a monthly basis, Piper was required to deposit the property
management fee into an escrow account to be used (including interest earned
thereon) for future leasing costs to the extent cash flow was not
sufficient to cover such items or to be applied to the outstanding loan
balance in the event of a default.  Prior to the execution of the
stipulation agreement (discussed below), approximately $339,000 and
$610,000 representing property management fees was deposited and
approximately $970,000 and $260,000 was withdrawn from the escrow account
for certain leasing costs in 2000 and 1999, respectively.  The escrow
balance as of July 20, 2000 was approximately $5,146,000.  Such balance was
applied to the outstanding principal balance of the loan on July 20, 2000,
as a result of the default.  The manager of the property (which was an
affiliate of the Corporate General Partner through November 1994) had
agreed to defer receipt of its management fee and receive the payment
thereof out of the amount available from the escrow account, if any.  As of
July 20, 2000, the manager had deferred approximately $5,395,000
($1,839,000 of which represented deferred fees due to an affiliate of the
Corporate General Partner through November 1994) of management fees.
However, in conjunction with the appointment of the receiver at the
property and the application of the funds in the escrow account to the
outstanding loan balance, the obligation to pay the deferred fees was
released.  As a result, such fees were written off in the third quarter of
2000.

     JMB/Piper, on behalf of Piper, had been negotiating with the lender to
transfer title to the property through a deed in lieu of foreclosure.
JMB/Piper and the lender were unable to reach an agreement related to such
a transaction.  Consequently, and as a result of the monetary default
discussed above, the lender began legal proceedings to realize upon its
security in the building.  In consideration for, among other things, Piper
and all of its constituent partners (collectively, the "Defendants") being
released under the loan documents upon the expiration of the redemption
period for foreclosure on the property and for payment of the Defendants'
expenses in connection with the transaction, within certain limitations,
the Defendants executed a stipulation agreement consenting to a foreclosure
sale of the property, including the fee interest in the land underlying the


<PAGE>


building.  On July 20, 2000, the Court approved the stipulation and
appointed a receiver on behalf of the lender.  On September 26, 2000, a
sheriff's sale of the property occurred at which the lender received a
sheriff's certificate of sale, subject to redemption of the property at any
time within six months from the date of such sale.  JMB/Piper currently
expects that title to the land and building will transfer to the lender
sometime in April 2001.  Such transfer would result in Piper, JMB/Piper,
and the Partnership, realizing a significant amount of gain for both
financial reporting and Federal income tax purposes in 2001, with no
distributable proceeds from such disposition.  However, there can be no
assurance that such disposition will be completed within the time frame
currently anticipated.

     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 generally allocated 71% to the JMB/Piper and 29% to the
venture partners during 2000, 1999 and 1998.

     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 are to be repaid out of
net proceeds.  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 Piper indicating it was experiencing
financial difficulties and desired to give back a portion or all of its
leased space.  Larkin was also a limited partner with partial interests in
the building and the land under the building.  On January 15, 1992, Piper
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.  The balance of the note
receivable as of December 31, 2000 is $163,567.  It is currently expected
that the lender will assume such note upon the transfer of property to the
lender in April 2001.

     JMB/900

     In 1984, the Partnership with C-XV acquired, through JMB/900, 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.  Prior to the sale of their interests, the partners of Progress
Partners were PPI, JRA and PC-900 (together "Venture Partners") and
JMB/900.

     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.



<PAGE>


     Pursuant to the extension of the mortgage loan, prior to the sale of
the property in November 1999, net cash flow (as defined) was paid into an
escrow account controlled by the lender.  The escrow account, including
interest earned thereon, was to be used by Progress Partners for payment of
property taxes and releasing costs associated with leases which expired in
1999 and 2000 (approximately 50% of the building including the Schulte,
Roth & Zabel lease).  The escrow balance at closing of the property sale
was approximately $16,083,000, which was released to Progress Partners upon
the sale of the property discussed below.

     In December, 1997, two of the Venture Partners, JRA and PPI, filed for
bankruptcy in order to prevent the foreclosure of their interests by State
of Maryland Deposit Insurance Fund Corporation ("MDIFC").  Since the
bankruptcy filing, an affiliate of PPI effected a settlement with MDIFC by
purchasing its claims.  JMB/900 pursued certain claims against the Venture
Partners in the bankruptcy forum and sought to either foreclose on or buy-
out the interests of the Venture Partners in Progress Partners, or to
otherwise dispose of those interests pursuant to a bankruptcy plan.  The
Venture Partners asserted claims against Progress Partners and JMB/900
including claims for unpaid Guaranteed Payments in the purported amount of
$36 million.  JMB/900 denied that such claims were due and owing.

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

     In July 1999, JMB/900, through Progress Partners, entered into a
contract to sell the 900 Third Avenue Building to an unaffiliated third
party.  On November 2, 1999, JMB/900 sold the property for approximately
$163,000,000.  Upon closing, JMB/900 received cash from the sale of
approximately $62,300,000 (net of closing costs but before prorations).
The cash received is also net of the repayment of the mortgage loan secured
by the property of approximately $87,000,000, a prepayment penalty of
approximately $5,800,000 and the final payment to the Progress Parties
pursuant to the Settlement Agreement of approximately $2,500,000.  As a
result of this sale, JMB/900 recognized a gain of approximately $54,000,000
and $77,000,000 for financial reporting and Federal income tax purposes,
respectively.  The Partnership's share of such items was approximately
$18,100,000 and $25,600,000, respectively.  As is customary in such
transactions, JMB/900 agreed to certain representations, warranties and
covenants with a stipulated survival period, which expired on September 15,
2000.  As required by the sale agreement, Progress Partners had placed
$2,000,000 into an escrow account as security for such representations,
warranties, covenants and certain other costs.  As a result of a claim made


<PAGE>


by the buyer under the sale contract, in September 2000, Progress Partners
received only a portion, approximately $1,800,000, of such amount placed in
escrow, plus interest earned thereon.  Progress Partners was able to settle
such claim with the buyer and the remaining amount (approximately $200,000)
held in escrow, including interest earned thereon, was received by Progress
Partners in the first quarter of 2001.

     In February 2000, the Partnership received a distribution of
approximately $26,400,000 from JMB/900 representing the Partnership's share
of sales proceeds and cash flow generated from the operations of the 900
Third Avenue office building.  The Partnership's share of cash remaining at
the venture at December 31, 2000 (approximately $900,000) is expected to be
distributed to the Partnership in 2001.

     As Progress Partners had committed to a plan to sell or dispose of the
property, the 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, has not been subject to
continued depreciation beyond such date for financial reporting purposes.

     WELLS FARGO CENTER - 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
C-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 partnership 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 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 were to be distributed 80% to the Partnership and the
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner 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 increased
annually by $8,000,000 to a maximum of $200,000,000).  Any remaining net
sale or refinancing proceeds were to be distributed 49.99% to the
Partnership and the Affiliated Partner and the remainder to the other
partners.



<PAGE>


     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.

     In the fourth quarter of 1996, South Tower reached an agreement with
its lender to modify the mortgage note secured by the property, and the
Partnership reached an agreement with its lender to modify the promissory
note secured by the Partnership's interest in South Tower.  In conjunction
with the note modifications, South Tower 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 eliminated any
potential additional obligation of the Partnership in the future to provide
additional funds under the previous joint venture agreement.  As a result,
previously recognized losses of $5,712,902 have been reversed, and the
Partnership's share of losses in 2000 and 1999 of approximately $1,660,000
and $1,938,000, respectively, were not recognized.  The Partnership's share
of income for financial reporting purposes (approximately $267,000 in 1998)
has not been recognized as such income amount is not considered realizable.

     The mortgage note secured by the property (with a balance, including
accrued interest, of approximately $181,000,000 as of December 31, 2000),
as extended, bears interest at 10% per annum and matures in September,
2003.  All excess cash flow is being escrowed for future tenant
improvements and principal payments.  In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds.

     As modified, the amended and restated promissory note secured by the
Partnership's interest in the limited liability company, which has an
adjusted principal balance of approximately $21,988,000, and accrued
interest of approximately $15,575,000 at December 31, 2000, is due
September 2003.  The note accrues interest at 17% per annum and requires
payments of cash flow distributed by the limited liability company to the
Partnership from either property operations or sales proceeds as well as a
portion of the property management fee paid to the unaffiliated member in
the limited liability company.  The loan is nonrecourse and secured solely
by the Partnership's interest in the limited liability company.

     The lender has had discussions with the Partnership regarding the
lender's rights to realize upon its security under the loan agreement
secured by the Partnership's interest in the limited liability company.
Accordingly, the lender may proceed to foreclose on the Partnership's
interest in the limited liability company in 2001, which would trigger
significant gain with no realizable proceeds.

     LOUIS JOLIET MALL

     On July 30, 1999, the Partnership sold the Louis Joliet Mall to
BRE/Louis Joliet LLC ("BRE").  The purchase price of the property was
$45,400,000.  A portion of the purchase price was the assumption of the
mortgage loan (approximately $25,200,000) by BRE at the closing of the
sale.  The Partnership received cash at closing (net of closing costs and
before prorations) of approximately $19,400,000.  The Partnership
recognized a gain of approximately $7,600,000 and $22,000,000 for financial
reporting purposes and Federal income tax purposes, respectively.  In
addition, in connection with the sale of the property and as is customary
in such transactions, the Partnership agreed to certain representations,
warranties and covenants with a stipulated survival period which expired on
January 30, 2000 with no liability to the Partnership.

     As the Partnership had committed to a plan to sell or dispose of the
property, Louis Joliet Mall was classified as held for sale or disposition
as of December 31, 1996, and therefore has not been subject to continued
depreciation beyond such date for financial reporting purposes.



<PAGE>


     1090 VERMONT

     The Partnership had been marketing the property for sale (on behalf of
the joint venture).  On November 26, 1997, the Partnership obtained a non-
binding letter of intent to sell the property to an unaffiliated third
party.  Pursuant to the joint venture agreement, the venture partner had
the right of first refusal to purchase the Partnership's interest in the
joint venture.  The venture partner was required to purchase the
Partnership's interest for the same amount it would have received from the
sale of the property to the proposed third party less payment of the
outstanding mortgage obligation.  On December 30, 1997, the Partnership
properly notified the venture partner of its intent to sell the Property
for $27,000,000.  The venture partner exercised its right to first refusal,
and on May 29, 1998, the venture partner purchased the Partnership's
interest in the venture.

     The Partnership received cash at closing of approximately $4,700,000
after payment of closing costs.  The property was classified as held for
sale as of December 31, 1996 and has not been subject to continued
depreciation from such date for financial reporting purposes.  In addition,
as a result of the sale, the Partnership recognized a gain for financial
reporting purposes of approximately $2,600,000 and a gain for Federal
income tax purposes of $4,650,000.  The Partnership has no future liability
for any representations, warranties and covenants as a result of the sale.

     YERBA BUENA OFFICE BUILDING

     Due to the default of the joint venture that owned the Yerba Buena
Office Building (a partnership comprised of the Partnership, two other
partnerships sponsored by the Partnership's Corporate General Partner, and
four unaffiliated limited partners) in the payment of required debt
service, the former lender to such joint venture realized on its security
by taking title to the property in June 1992.  In return for a smooth
transition of title and management of the property (relative to which the
existing property manager that was affiliated with the Partnership's
Corporate General Partner agreed to continue to manage the property), the
joint venture was able to negotiate, among other things, a right of first
opportunity to purchase the property during the time frame from June 1995
through May 1998 should the lender wish to market the property for sale.
The lender sold the property in 1996.  However, the joint venture was not
given an opportunity to purchase the property on the same terms for which
it was sold.  As previously reported, the joint venture filed a lawsuit
against the lender for breach of its obligations.  In June 1998, the court
granted the lender's motion for summary judgment and dismissed the lawsuit.
The joint venture appealed the dismissal.  During the second quarter of
1999, the joint venture reached an agreement in principle with the lender
to settle the lawsuit.  In February 2000, the settlement was finalized and
the former lender paid $1,400,000 to the joint venture in resolution of the
dispute.  Simultaneously, the joint venture paid to its limited partners
$27,000 in settlement of any of their potential claims related to the
matter.  The Partnership's share of the settlement proceeds and cash held
at the joint venture was approximately $876,000, which the Partnership
received and reported as other income in the second quarter of 2000.



<PAGE>


LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 2000 and
1999:
                                               2000           1999
                                            -----------    ----------
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.   $37,562,558    33,824,625
                                            -----------   -----------
          Total debt. . . . . . . . . . .    37,562,558    33,824,625
          Less current portion
            of long-term debt . . . . . .         --            --
                                            -----------   -----------

          Total long-term debt. . . . . .   $37,562,558    33,824,625
                                            ===========   ===========

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.  The
Holders of Interests have not received and are not expected to receive over


<PAGE>


the remaining term of the Partnership, distributions to the levels
described above.  The General Partners have received $121,527 of sale
proceeds as of December 31, 2000 representing a portion of their 1% share
of total sale distributions made, which will be required to be returned
before termination of the Partnership.

LEASES - AS PROPERTY LESSOR

     Prior to its sale in July 1999, the Partnership's principal wholly-
owned asset was one shopping mall.  The Partnership had determined that all
leases relating to this property were properly classified as operating
leases; therefore, rental income was reported when earned and the cost of
the property, excluding cost of land, was depreciated over the estimated
useful life until such time the property was considered held for sale or
disposition, at which time depreciation was no longer taken.  Leases with
commercial tenants ranged in term from one to 34 years and provided for
fixed minimum rent and partial to full reimbursement of operating costs.
In addition, such leases provided for additional rent based upon
percentages of tenant sales volumes.

     Additional rent based upon percentages of tenants' sales volumes
included in rental income aggregated $0, $341,382 and $649,035 for the
years ended December 31, 2000, 1999 and 1998, 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, 2000, 1999 and 1998 are as follows:

                                                         UNPAID AT
                                                        DECEMBER 31,
                          2000       1999       1998       2000
                        --------  ---------   --------  ------------
Property management
 and leasing fees . .   $   --      205,934    309,167       --
Insurance commissions      7,641     24,269     32,729       --
Management fees to
 Corporate General
 Partner. . . . . . .    500,707      --       835,063       --
Reimbursement (at cost)
 for accounting
 services . . . . . .     23,464      2,759     16,392      6,179
Reimbursement (at cost)
 for portfolio
 management services.     58,434    128,487    115,808      6,241
Reimbursement (at cost)
 for legal services .     21,415     29,093     20,399      5,490
Reimbursement (at cost)
 for administrative
 charges and other out-
 of-pocket expenses .        149      1,057      1,616       --
                        --------  ---------  ---------    -------
                        $611,810    391,599  1,331,174     17,910
                        ========  =========  =========    =======



<PAGE>


     In connection with the distributions of cash flow from operations in
February and August 2000, the General Partners received distributions
aggregating approximately $134,000 and $167,000, respectively.  The
Corporate General Partner also received management fees aggregating
approximately $223,000 and $278,000 (reflected in the table above) in
February and August 2000, respectively.  In connection with the 1998
distributions of previously undistributed cash flow from operations, the
General Partners received distributions aggregating approximately $501,000.

In connection with such distributions, the Corporate General Partner also
received management fees aggregating approximately $835,000 in 1998.

     The Partnership had obligations, which bore interest ranging from
4.62% to 5.35% per annum in 1999, to fund, on demand, $400,000 and $400,000
to Carlyle Investors, Inc. and Carlyle Managers, Inc., respectively, of
additional paid-in capital.  In 1999, these obligations including all
unpaid accrued interest aggregating approximately $1,340,000 were retired.
Such amounts are recorded as distributions received in excess of recorded
investment in the accompanying 2000 and 1999 balance sheets.

     In addition to the Partnership, JMB was a 20% shareholder in each of
Carlyle Investors, Inc. and Carlyle Managers, Inc. and had obligations,
which bore interest ranging from 4.62% to 5.35% per annum in 1999, to fund,
on demand $200,000 and $200,000 to Carlyle Investors, Inc. and Carlyle
Managers, Inc., respectively, of additional paid-in capital.  In June 1999,
the shareholdings of JMB in each of Carlyle Investors, Inc. and Carlyle
Managers, Inc. were redeemed and the obligation of JMB to fund additional
paid-in capital (totaling approximately $632,000 at June 15, 1999) was
fully retired.

     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 pursuant to a loan modification.
Such fees deferred by the affiliate were approximately $1,839,000 (of which
approximately $919,500 was the Partnership's share) and receive payment
thereof out of the amount available, if any, from the escrow of the
management fees, which had been required by the lender.  However, in
conjunction with the default under the mortgage loan and the subsequent
appointment of the receiver for the Piper Jaffray Tower, the escrow funds
were applied to the outstanding principal balance of the mortgage loan, and
the obligation to pay such deferred fees was released.  As a result, such
amounts were written off and are no longer reflected in the unconsolidated
venture's balance sheet at December 31, 2000.

     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 JMB/Piper, JMB/Piper II,
JMB/900, Wells Fargo Center - South Tower and their unconsolidated ventures
as of and for the years ended December 31, 2000 and 1999 is presented
below.
                                        2000            1999
                                   --------------  --------------

Current assets. . . . . . . . . .  $   12,385,767      90,755,095
Current liabilities . . . . . . .     (17,413,504)    (15,062,907)
                                   --------------  --------------
    Working capital (deficit) . .      (5,027,737)     75,692,188
                                   --------------  --------------

Investment properties, net. . . .     211,915,769     214,368,430
Other assets. . . . . . . . . . .      41,165,198      37,627,916
Other liabilities . . . . . . . .        (204,699)        (17,392)
Long-term debt. . . . . . . . . .    (279,181,093)   (275,359,348)
                                   --------------  --------------
    Partners' capital (deficit) .  $  (31,322,562)     52,311,794
                                   ==============  ==============


<PAGE>


                                        2000            1999
                                   --------------  --------------
Represented by:
  Invested capital. . . . . . . .  $  337,361,524     337,361,524
  Cumulative distributions. . . .    (187,119,528)   (107,828,408)
  Cumulative income (losses). . .    (181,574,558)   (177,221,322)
                                   --------------  --------------
                                   $  (33,332,562)     52,311,794
                                   ==============  ==============

Total income. . . . . . . . . . .  $   52,097,842     117,990,424
                                   ==============  ==============

Expenses applicable to
  operating income. . . . . . . .  $   56,451,078      82,002,789
                                   ==============  ==============

Net income (loss) . . . . . . . .  $   (4,353,236)     35,987,635
                                   ==============  ==============

     Total income and net income (loss) for 2000 includes income of
$5,394,954 related to the write off of deferred property management fees at
the Piper Jaffray Tower.

     Total income and net income for 1999 includes a gain on sale of
investment property of $54,324,230 partially offset by extraordinary items
of $5,983,746 related to the sale of the 900 Third Avenue Office Building
in November 1999.

     Total income, expenses related to operating income and net income for
the above mentioned ventures for the year ended December 31, 1998 were
$88,489,716, $81,089,234 and $7,400,482.

     During 1996, as a result of the restructuring at Wells Fargo Center -
South Tower, the Partnership reversed previously recognized losses from the
unconsolidated venture.  The Partnership's capital (deficit) in Wells Fargo
Center - South Tower differs from its investment in the unconsolidated
venture as reflected in the accompanying financial statements due to the
Partnership's 1996 reversal of previously recognized losses.  The
Partnership's share of losses (approximately $1,660,000 and $1,938,000) was
not recognized in 2000 and 1999, respectively.  The 1998 share of income
from Wells Fargo Center - South Tower (approximately $267,000) has not been
recognized as such income amount is not considered realizable.


SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

                                            2000
                      -----------------------------------------------
                          At 3/31    At 6/30    At 9/30     At 12/31
                        ----------- ---------- ----------  ----------
Total income. . . . . . $   198,704  1,055,223    184,487     139,751
                        =========== ========== ==========  ==========

Earnings (loss) before
  extraordinary items . $(1,540,840)  (417,127)   435,161    (917,203)
                        ----------- ---------- ----------  ----------
Net earnings (loss) . . $(1,540,840)  (417,127)   435,161    (917,203)
                        =========== ========== ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   extraordinary items. $     (3.69)     (1.00)      1.04       (2.21)
                        ----------- ---------- ----------  ----------
      Net earnings
       (loss) . . . . . $     (3.69)     (1.00)      1.04       (2.21)
                        =========== ========== ==========  ==========


<PAGE>


                                            1999
                      -----------------------------------------------
                          At 3/31    At 6/30    At 9/30     At 12/31
                        ----------- ---------- ----------  ----------
Total income. . . . . . $ 2,507,680  2,140,771    637,398     283,625
                        =========== ========== ==========  ==========
Earnings (loss) before
 gain (losses) on sale
 of investment property
 or sale of investment
 property by uncon-
 solidated venture and
 extraordinary item . . $  (533,589)   (72,898)(3,075,458)  4,597,421
Gains (losses) on sale
 of investment property
 or sale of investment
 property by uncon-
 solidated venture. . .       --         --     7,598,499  18,090,924
Extraordinary item. . .       --         --      (111,008) (1,994,383)
                        ----------- ---------- ----------  ----------
Net earnings (loss) . . $  (533,589)   (72,898) 4,412,033  20,693,962
                        =========== ========== ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   gain (losses) on sale
   of investment property
   or sale of investment
   property by uncon-
   solidated venture and
   extraordinary item . $     (1.28)      (.17)     (7.37)      11.01
  Gains (losses) on sale
   of investment property
   or sale of investment
   property by uncon-
   solidated venture. .       --         --         18.77       44.68
  Extraordinary item. .       --         --          (.27)      (4.93)
                        ----------- ---------- ----------  ----------
      Net earnings
       (loss) . . . . . $     (1.28)      (.17)     11.13       50.76
                        =========== ========== ==========  ==========



<PAGE>


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

     There were no changes in or disagreements with accountants during 1999
or 2000.


                               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 as the Corporate General Partner, 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., an Illinois limited partnership
with JMB as its sole general partner. The limited partners of the Associate
General Partner are generally current or former officers and directors of
JMB and their affiliates.

     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,
insurance brokerage and administrative 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 or its investment properties 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 and the
determination of the sources (i.e., offering proceeds, cash generated from
operations or sale proceeds) and uses or distribution of such 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 officers of the Corporate General Partner of
the Partnership are as follows:



<PAGE>


                                                        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
Gary Nickele              Executive Vice President      1/01/92
                          General Counsel               2/27/84
Gailen J. Hull            Senior Vice President         6/01/88

Effective May 31, 1996, the Board of Directors of JMB established a special
committee, consisting of Messrs. Malkin, Glazov, Nathan, Sacks and
Schreiber, to deal with all matters relating to tender offers for
Interests.

     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 5, 2001.  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 5,
2001.  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-XIII ("Carlyle-XIII") and Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV") and the managing general partner of JMB
Income Properties, Ltd.-V ("JMB Income-V").  JMB is also the sole general
partner of the associate general partner of Carlyle-XIII and Carlyle-XV.
Most of the foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB.  Most of such directors
and officers are also partners, directly or indirectly, in the associate
general partner in the Partnership, Carlyle-XIII and Carlyle-XV.

     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 includes the following:

     Judd D. Malkin (age 63) is an individual general partner of JMB
Income-V.  Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin was also Co-Chairman of the Board of Directors of Urban Shopping
Centers, Inc. from its inception in 1993 until November 2000.  He is also a
director of Chisox Corporation, which is the general partner of a limited
partnership that owns the Chicago White Sox, a Major League Baseball team,
and a director of CBLS, Inc., which is the general partner of the general
partner of a limited partnership that owns the Chicago Bulls, a National
Basketball Association team.

     Neil G. Bluhm (age 63) is an individual general partner of JMB
Income-V.  Mr. Bluhm has been associated with JMB since August, 1970.  Mr.
Bluhm is also a principal of Walton Street Capital, L.L.C., which sponsors
real estate investment funds.  He was also a Co-Chairman of the Board of
Directors of Urban Shopping Centers, Inc. from its inception in 1993 until
November 2000.  He is a member of the Bar of the State of Illinois.



<PAGE>


     Burton E. Glazov (age 62) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
Mr. Glazov is currently retired.  He is a member of the Bar of the State of
Illinois.

     Stuart C. Nathan (age 59) has been associated with JMB since July,
1972.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 67) has been associated with JMB since December,
1972.  He is also President and a director of JMB Insurance Agency, Inc.

     John G. Schreiber (age 54) has been associated with JMB since
December, 1970.  Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm.  He is also senior advisor and partner of
Blackstone Real Estate Advisors, L.P., which manages large real estate
private equity funds.  Mr. Schreiber is a trustee of AMLI Residential
Properties Trust and a director of Host Marriott Corporation, as well as a
number of mutual funds advised by T. Rowe Price Associates, Inc.  He is
also a director of The Brickman Group, Ltd.  From February 1995 until
November 2000, Mr. Schreiber was a director of Urban Shopping Centers, Inc.

Prior to his retirement as an officer of JMB in 1990, Mr. Schreiber was
Chairman of JMB/Urban Development Co. from its inception in 1988 until 1990
and an Executive Vice president of JMB from 1979 to 1990.  He received an
M.B.A. from Harvard University Graduate School of Business in 1970.

     H. Rigel Barber (age 52) 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.

     Gary Nickele (age 48) 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 52) 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.



<PAGE>


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.  The
General Partners received a share of Partnership income for Federal income
tax purposes aggregating $88,598 in 2000.  Such allocation of income
reduces the deficit balances in the capital accounts of the General
Partners and an obligation under the terms of the Partnership Agreement to
make capital contributions in the amount of the deficit balances in their
capital accounts (determined for Federal income tax purposes) upon
termination of the Partnership.

     If upon completion of the liquidation and the distribution of all
Partnership funds, the Holders of Interests have not received a specified
amount of net sale or refinancing proceeds, the General Partners will be
required to return the net sale or refinancing proceeds received by them,
$121,527 as of the date of this report.  The Holders of Interests are not
expected to receive the specified amount of net sale or refinancing
proceeds.  Accordingly, it is expected that the General Partners will be
required to return the amount of net sale or refinancing proceeds received
by them.

     In connection with the distributions of cash flow from operations in
February and August 2000, the General Partners received distributions
aggregating approximately $134,000 and $167,000, respectively.  The
Corporate General Partner also received management fees aggregating
approximately $223,000 and $278,000 in February and August 2000,
respectively.

     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 pursuant to a loan modification.
Such fees deferred by the affiliate were approximately $1,839,000 (of which
approximately $919,500 was the Partnership's share) and receive payment
thereof out of the amount available, if any, from the escrow of the
management fees, which had been required by the lender.  However, in
conjunction with the default under the mortgage loan and the subsequent
appointment of the receiver for the Piper Jaffray Tower, the escrow funds
were applied to the outstanding principal balance of the mortgage loan, and
the obligation to pay such deferred fees was released.  As a result, such
amounts were written off and are no longer reflected in the unconsolidated
venture's balance sheet at December 31, 2000.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 2000
aggregating $7,641 for insurance of certain of the real property
investments of the Partnership and for professional liability insurance for
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 2000, the Corporate General Partner of the Partnership was
due reimbursement for such expenses in the amount of $149, all of which was
paid at December 31, 2000.  Additionally, the General Partners are also
entitled to reimbursements for portfolio management, legal and accounting
services.  Such costs for 2000 were $103,313, of which $17,910 was unpaid
as of December 31, 2000.

     The Partnership is permitted to engage in various transactions
involving the General Partners and their affiliates, certain of which may
involve conflicts of interest, as described in Item 10.



<PAGE>


<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 executive officers and directors and the Associate General Partner
beneficially 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,         18.48473 Interests (1) (2) (3)      Less than 1%
                        its executive 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 shared voting and investment power.

     (2)  Includes 11.92207 Interests owned by two executive officers for which each such officer has sole
investment and voting power as to such Interests so owned.

     (3)  Includes 1.56266 Interests owned by an estate for which an executive officer acts as co-executor and is
deemed to have shared voting and investment power.

     No executive 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 date
result in a change in control of the Partnership.

</TABLE>


<PAGE>


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 hereby incorporated by reference to
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-15962)
dated March 21, 1997.

                  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 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.

                  4-D.     Amended and restated promissory note between
Wells Fargo Bank and the Partnership is hereby incorporated by reference to
the Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-
15962) dated March 21, 1997.

                  4-E.     Loan modification agreement of Wells Fargo
Bank is hereby incorporated by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.



<PAGE>


                  10-A.    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-B.    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-C.    $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-D.    $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-E.    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-F.    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-G.    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-H.    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.



<PAGE>


                  10-I.    Documents relating to the operating agreement
of Maguire Thomas Partners-South Tower, L.L.C. are hereby incorporated by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-15962) dated March 21, 1997.

                  10-J.    Consent of Director of Carlyle-XIV Managers,
Inc. (known as Carlyle Managers, Inc.) dated October 31, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.

                  10-K.    Consent of Director of Carlyle-XIII, Managers,
Inc. (known as Carlyle Investors, Inc.) dated October 31, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-15962) dated March 21, 1997.

                  10-L.    Allonge to demand note between Carlyle Real
Estate Limited Partnership-XIV and Carlyle Managers, Inc. dated October 31,
1996 is hereby incorporated by reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.

                  10-M.    Allonge to demand note between Carlyle Real
Estate Limited Partnership-XIV and Carlyle Investors, Inc., dated October
31, 1996 is hereby incorporated by reference to the Partnership's Report
for December 31, 1996 on Form 10-K (File No. 0-15962) dated March 21, 1997.

                  10-N.    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 hereby incorporated by reference to
the Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-
15962) dated March 21, 1997.

                  10-O.    Amended and Restated Purchase Agreement
between Carlyle Real Estate Limited Partnership - XIV and BRE/Louis Joliet
L.L.C. dated June 22, 1999 is hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-15962) dated August 16, 1999.

                  10-P.    Agreement of Purchase and Sale between
Progress Partners and Paramount Group, Inc. dated July 27, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-15926) dated November 17, 1999.

                  10-Q.    Amendment to Agreement of Purchase and Sale
between Progress Partners and Paramount Group, Inc. dated September 17,
1999 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-15926) dated November 17, 1999.



<PAGE>


                  10-R.    Second Amendment to the Agreement of Purchase
and Sale between Progress Partners and Paramount Group, Inc. dated October
20, 1999 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-15926) dated November 17, 1999.

                  10-S.    Third Amendment to the Agreement of Purchase
and Sale between Progress Partners and Paramount Group, Inc. dated November
2, 1999 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-15926) dated November 17, 1999.

                  10-T.    Assignment of Partnership Interest between
Federal Deposit Insurance Corporation and 14-15 Office Associates, L.P.,
dated March 10, 1999 is hereby incorporated by reference to the
Partnership's Report on Form 10-Q (File No. 0-15926) dated May 12, 1999.

                  10-U.    Assignment of Partnership Interest between P-C
900 Third Associates and 14-15 Office Associates, L.P. and 900 3rd Avenue
Associates, dated March 22, 1999 is hereby incorporated by reference to the
Partnership's Report on Form 10-Q (File No. 0-15926) dated May 12, 1999.

                  10-V.    Assignment of Partnership Interest between 900
Realty, LLC and 900 3rd Avenue Associates dated March 22, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-15926) dated May 12, 1999.

                  10-W.    Amendment No. 2 to Amended and Restated
Agreement of General Partnership for Progress Partners dated March 17, 1999
is hereby incorporated by reference to the Partnership's Report on Form 10-
Q (File No. 0-15926) dated May 12, 1999.

                  10-X.    Amendment No. 3 to Amended and Restated
Agreement of General Partnership for Progress Partners dated March 22, 1999
is hereby incorporated by reference to the Partnership's Report on Form 10-
Q (File No. 0-15926) dated May 12, 1999.

                  10-Y.    Settlement Agreement and Release between
Progress Properties, Inc., J.R.A. Realty Corporation, P-C 900 Third
Associates, 900 Realty LLC and 900 3rd Avenue Associates dated March 17,
1999 is hereby incorporated by reference to the Partnership's Report on
Form 10-Q (File No. 0-15926) dated May 12, 1999.

                  10-Z.    Restructuring Agreement related to 237/1290
Upper Tier Associates, L.P. dated October 27, 1999 is hereby incorporated
by reference to the Partnership's Report on Form 10-K (File No. 0-15926)
dated March 23, 2000.

                  10-AA.   Contribution Agreement between 237/120 Upper
Tier Associates, L.P. and Oak Hill Strategic Partners, L.P. is hereby
incorporated by reference to the Partnership's Report on Form 10-K (File
No. 0-15926) dated March 23, 2000.



<PAGE>


                  10-BB.   Amendment and Release Agreement by and among
Metropolis Realty Trust, Inc. Property Partners, L.P., Carlyle Associates-
XIII Associates, L.P. and Carlyle-XIV Associates, L.P. is hereby
incorporated by reference to the Partnership's Report on Form 10-K (File
No. 0-15926) dated March 23, 2000.

                  10-CC.   Third Amended and Restated Limited Partnership
Agreement of 237/1290 Upper Tier Associates, L.P. by and between 237/1290
Upper Tier GP Corp., Carlyle Managers, Inc., a JMB/NYC Office Building
Associates, L.P. dated November 19, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 10-K (File No. 0-15926) dated
March 23, 2000.

                  10-DD.   Intercreditor Agreement among Michigan Avenue
L.L.C., Carlyle-XIII Associates, L.P., Carlyle-XIV Associates, L.P. and
Property Partners, L.P. dated November 19, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 10-K (File No. 0-15926) dated
March 23, 2000.

                  10-EE.   Stipulation Agreement, dated July 20, 2000
between Teachers Insurance and Annuity Association of America (Plaintiff)
and 222 S. Ninth Street Limited Partnership, et al. (Defendants) is hereby
incorporated by reference to the Partnership's Report on Form 10-Q (File
No. 0-15926) dated November 10, 2000.

                  21.      List of Subsidiaries.

                  24.      Powers of Attorney.

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

*  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 2000 or proxy material have been
sent to the Partners of the Partnership.  An annual report will be sent to
the Partners subsequent to this filing.



<PAGE>


                              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 23, 2001

     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 23, 2001

                        NEIL G. BLUHM*
                By:     Neil G. Bluhm, President and Director
                Date:   March 23, 2001

                        H. RIGEL BARBER*
                By:     H. Rigel Barber, Chief Executive Officer
                Date:   March 23, 2001



                        GAILEN J. HULL
                By:     Gailen J. Hull, Senior Vice President
                        Principal Accounting Officer
                Date:   March 23, 2001

                        A. LEE SACKS*
                By:     A. Lee Sacks, Director
                Date:   March 23, 2001

                        STUART C. NATHAN*
                By:     Stuart C. Nathan, Executive Vice President
                          and Director
                Date:   March 23, 2001

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


                        GAILEN J. HULL
                By:     Gailen J. Hull, Attorney-in-Fact
                Date:   March 23, 2001


<PAGE>


             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        Yes

4-D.      Amended and restated promissory note
          of Wells Fargo Bank                       Yes

4-E.      Loan modification agreement of
          Wells Fargo Bank                          Yes

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

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

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

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

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

10-F.     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



<PAGE>


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

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

10-J.     Consent of Director of Carlyle-XIV
          Managers, Inc. (known as Carlyle
          Managers, Inc.) dated October 31,
          1996                                      Yes

10-K.     Consent of Director of Carlyle-XIII,
          Managers, Inc. (known as Carlyle
          Investors, Inc.) dated October 31,
          1996                                      Yes

10-L.     Allonge to demand note between
          Carlyle Real Estate Limited
          Partnership-XIV and Carlyle Managers,
          Inc. dated October 31, 1996               Yes

10-M.     Allonge to demand note between
          Carlyle Real Estate Limited
          Partnership-XIV and Carlyle
          Investors, Inc., dated
          October 31, 1996                          Yes

10-N.     Indemnification agreement between
          Property Partners, L.P., Carlyle-XIII
          Associates, L.P. and Carlyle-XIV
          Associates, L.P. dated as of
          October 10, 1996                          Yes

10-O.     Amended and Restated Purchase
          Agreement between Carlyle Real
          Estate Partnership - XIV and
          BRE/Louis Joliet L.L.C. dated
          June 22, 1999                             Yes

10-P. to
10-S.     Agreements of Purchase and Sale
          between Progress Partners and
          Paramount Group, Inc.                     Yes

10-T.     Assignment of Partnership Interest
          between Federal Deposit Insurance
          Corporation and 14-15 Office
          Associates, L.P.                          Yes



<PAGE>


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

10-U.     Assignment of Partnership Interest
          between P-C 900 Third Associates
          and 14-15 Office Associates, L.P.
          and 900 3rd Avenue Associates             Yes

10-V.     Assignment of Partnership Interest
          between 900 Realty, LLC and
          900 3rd Avenue Associates                 Yes

10-W.     Amendment No. 2 to Amended and
          Restated Agreement of General
          Partnership for Progress Partners         Yes

10-X.     Amendment No. 3 to Amended and
          Restated Agreement of General
          Partnership for Progress Partners         Yes

10-Y.     Settlement Agreement and Release
          between Progress Properties, Inc.,
          J.R.A. Realty Corporation, P-C 900
          Third Associates, 900 Realty LLC
          and 900 3rd Avenue Associates             Yes

10-Z.     Restructuring Agreement related to
          237/1290 Upper Tier Associates, L.P.
          dated October 27, 1999                    Yes

10-AA.    Contribution Agreement between
          237/120 Upper Tier Associates, L.P.
          and Oak Hill Strategic Partners, L.P.     Yes

10-BB.    Amendment and Release Agreement by
          and among Metropolis Realty Trust,
          Inc. Property Partners, L.P., Carlyle
          Associates-XIII Associates, L.P.
          and Carlyle-XIV Associates, L.P.          Yes

10-CC.    Third Amended and Restated Limited
          Partnership Agreement of 237/1290
          Upper Tier Associates, L.P. by and
          between 237/1290 Upper Tier GP Corp.,
          Carlyle Managers, Inc., a JMB/NYC
          Office Building Associates, L.P.
          dated November 19, 1999                   Yes

10-DD.    Intercreditor Agreement among Michigan
          Avenue L.L.C., Carlyle-XIII Associates,
          L.P., Carlyle-XIV Associates, L.P.
          and Property Partners, L.P. dated
          November 19, 1999                         Yes

10-EE.    Stipulation Agreement between Teachers
          Insurance and Annuity Association
          of America and 222 S. Ninth Street
          Limited Partnership, et al. dated
          July 20, 2000                             Yes

21.       List of Subsidiaries                      No

24.       Powers of Attorney                        No