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, 2001             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 . . . . . . . . . . . . . . . . .  10

Item 3.      Legal Proceedings. . . . . . . . . . . . . .  12

Item 4.      Submission of Matters to a Vote of
             Security Holders . . . . . . . . . . . . . .  12


PART II

Item 5.      Market for the Partnership's
             Limited Partnership Interests and
             Related Security Holder Matters. . . . . . .  13

Item 6.      Selected Financial Data. . . . . . . . . . .  14

Item 7.      Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations. . . . . . . . . .  16

Item 7A.     Quantitative and Qualitative
             Disclosures About Market Risk. . . . . . . .  25

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  26

Item 9.      Changes in and Disagreements
             with Accountants on Accounting and
             Financial Disclosure . . . . . . . . . . . .  56


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  56

Item 11.     Executive Compensation . . . . . . . . . . .  59

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  60

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  61

PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  61


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . .  67









                                   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.  In
January 2002, the Partnership's indirect interest (through JMB/NYC) in 237
Park Avenue was sold.  The Partnership's last remaining investment property
is its interest in Wells Fargo Center - South Tower, which is expected to
be foreclosed upon by the lender during 2002.  The Partnership currently
anticipates that its liquidation and termination will occur no later than
the end of 2002, barring any unexpected circumstances.

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



<PAGE>


<table>
<caption>

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

                         <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          1/31/02              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(e)
 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.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(e)


<PAGE>


                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
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)
 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          4/2/01               fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnerships)
                                                                                 (c)(d)



<PAGE>


                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
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 the property held at
December 31, 2001 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 Partnership's interest in the limited
liability company which owns the Wells Fargo Center - South Tower
investment property.

  (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 transfer 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.


</table>


<PAGE>


     The Partnership's real property investments are or were 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 generally has been
for the retention of existing tenants.  Additionally, the Partnership has
been in competition for new tenants in markets where significant vacancies
were present.  Reference is made to Item 7 below for a discussion of
competitive conditions and certain of its significant investment
properties.  Approximate occupancy levels for certain properties are set
forth in the table in Item 2 below to which reference is hereby made.  The
Partnership generally has maintained 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 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 the 2
Broadway Building.  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 properties (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).

     Pursuant to the 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 interests 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 were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed below, during 1999 the maximum potential
obligation was reduced to approximately $14,285,000 and a portion of the
collateral (approximately $4,460,000 in face amount) was released in 1999
to JMB/NYC.  On March 23, 2001, JMB/NYC sold its indirect interest in the
1290 Partnership; and as a result the maximum indemnification obligation
was reduced to $0 and the remaining collateral (approximately $5,700,000 of
which the Partnership's share was approximately $2,900,000) was released in
March 2001 to JMB/NYC.  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 (i)
interest earned on amounts contributed by the Partnership and held in
escrow for JMB/NYC, (ii) the Partnership's share of the agreed upon
reduction of the maximum obligation in November 1999 in connection with the
Restructuring discussed below, and (iii) the Partnership's share of the
remaining indemnification obligation that was released in March 2001 in
connection with the sale of JMB/NYC's indirect interest in the 1290
Partnership.  Interest income earned reduced the Partnership's share of the
maximum unfunded obligation under the indemnification agreement, which is
reflected as a liability as of December 31, 2000 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 was 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, prior to its sale in January 2002, was significantly less than
1% of the 237 Partnership.)  The 237 Partnership owns a portfolio of
investments in addition to 237 Park.  JMB/NYC had 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


<PAGE>


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.  JMB/NYC elected not to exercise
its right to cause a sale of its interest in the 237 Partnership during
July 2001.  In addition, the general partner of the 237 Partnership had 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.  In January 2002, the general partner of the 237 Partnership
elected to acquire JMB/NYC's interest, and JMB/NYC received $650,000 in
sale proceeds.  Such amount was paid to the limited partners of JMB/NYC as
holders of a tranche of the Purchase Note as discussed below.  The
Partnership's share of such sale proceeds, approximately $320,000, was
received in March 2002.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 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 was approximately $686,000 and is reflected in the
accompanying financial statements).  Such amount was paid in May 2001 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 was
approximately $2,900,000) held pursuant to the indemnification agreement,
including interest earned thereon, upon closing of the sale of its interest
in the 1290 Partnership.  The Partnership received its share of the sale
proceeds and collateral amount in May 2001.

     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 was secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership (prior to its sale in January 2002) 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 and proceeds from sales of JMB/NYC's indirect interests
in those partnerships.  Unpaid interest accrues and is deferred, compounded
monthly.  Unpaid principal and interest were due at maturity on January 2,
2001.  As expected, JMB/NYC did not have funds to pay the Purchase Note at
its maturity.  The limited partners of JMB/NYC, as creditors, and the
holder of the Purchase Note have agreed to certain steps if the Purchase
Note is not repaid within one year of its maturity as discussed below.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at December 31, 2001, was approximately $170,068,000 including
interest at the default rate (as defined) of 12-3/4% per annum.


<PAGE>


     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, were 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 are distributable 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 had not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder would
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.

     During April 2001, the Partnership received notice of non-monetary
defaults from the lender under the promissory note secured by the
Partnership's interest in the limited liability company that owns Wells
Fargo Center - South Tower.  The Partnership acknowledged certain of the
defaults described in the notice of default.  On December 17, 2001, the
Partnership acknowledged and consented to plans to foreclose on the
Partnership's interest in the limited liability company on or before
December 31, 2002, as more fully discussed in Item 7.  Upon the foreclosure
of the Partnership's interest in the limited liability company, if
completed, the Partnership will have no further right, title or interest in
the limited liability company that owns Wells Fargo Center - South Tower.

     On June 1, 2000, the joint venture that owned the Piper Jaffray Tower
ceased paying debt service and defaulted on the mortgage loan secured by
the property, and title to the property was transferred to the lender
effective April 2, 2001 as a result of the lender's foreclosure of its
mortgage and a sheriff's sale of the property.  Reference is made to Item 7
and 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 the lender realized upon its security in the
property.

     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 located in New York,
for a sale price of approximately $163,000,000, as described more fully in
the Notes.

     The Partnership has no employees.

     The Partnership's remaining investment property, the Wells Fargo
Center - South Tower, has a high level of debt secured by the property and
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 sale of this
property (or the Partnership's interest therein).  However, upon
disposition of the Partnership's interest in this property, the
Partnership, and therefore the Holders of Interests, will recognize a
substantial amount of taxable income with no anticipated distributable
proceeds. In addition, the Partnership's interest, through JMB/NYC, in 1290
Avenue of the Americas was sold in March 2001, and the Partnership's
interest, through JMB/NYC, in 237 Park Avenue was sold in January 2002.
The Partnership's ownership of the Piper Jaffray Tower transferred to the
lender in April 2001.  It is expected that the Partnership's interest in
Wells Fargo Center-South Tower will be disposed of during 2002.  As a
result, Holders of Interest have recognized a substantial amount of taxable


<PAGE>


income in 2001 with no distributable proceeds and are expected to recognize
an additional substantial amount of taxable income in 2002 with little or
no distributable proceeds.  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 2001 and 2000 for the Partnership's investment properties owned
during 2001:



<PAGE>


<table>
<caption>
                                                             2000                      2001
                                                   ------------------------- -------------------------
                               Principal Business   3/31  6/30   9/30  12/31  3/31   6/30  9/30  12/31
                               ------------------   ----  ----   ----  -----  ----   ---- -----  -----

                            <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     *     *      *      *    N/A    N/A   N/A    N/A

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

 4. 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 had 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 assumed control of the property and its operations.  In
September 2000, a sheriff's sale of the property was held, and in October
2000, the Court approved the sheriff's sale.  Such sale was subject to
redemption of the property within six months from the date of sale.  No
redemption of the property occurred, and title to the property transferred
to Teachers effective April 2, 2001.

     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 2001 and 2000.




<PAGE>


                                PART II

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

     As of December 31, 2001, there were 39,686 record Holders of the
398,100 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 loan secured by the Wells Fargo Center
- South Tower investment property restricts the use of the cash flows from
the property generally to the payment of expenses for the property, as
discussed more fully in the Notes.  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, 2001, 2000, 1999, 1998 AND 1997
                                 (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<caption>
                                    2001         2000         1999         1998         1997
                                -----------  -----------  -----------  -----------  -----------

                            <c>          <c>          <c>          <c>          <c>
Total income. . . . . . . . . . $   424,311    1,578,165    5,569,474    9,772,720   11,393,348
                                ===========  ===========  ===========  ===========  ===========
Earnings (loss) before gains
 on sale of investment
 properties . . . . . . . . . . $ 2,823,127   (2,440,009)     915,476   (1,838,405)   8,080,035
Gains (losses) on sale of the
 Partnership's share of indirect
 partnership interest, sale of
 Partnership's interest in
 unconsolidated venture, sale
 of investment properties by
 unconsolidated ventures or
 on sale of investment
 properties . . . . . . . . . .     706,264        --      25,689,423    2,594,828        --
Extraordinary items . . . . . .   7,628,296        --      (2,105,391)       --           --
                                -----------  -----------  -----------  -----------  -----------
Net earnings (loss) . . . . . . $11,157,687   (2,440,009)  24,499,508      756,423    8,080,035
                                ===========  ===========  ===========  ===========  ===========


<PAGE>


                                    2001         2000         1999         1998         1997
                                -----------  -----------  -----------  -----------  -----------
Net earnings (loss) per
 Interest (b):
   Earnings (loss) before gains
    on sale of investment
    properties. . . . . . . . . $      6.81        (5.86)        2.19        (4.40)       19.35
   Gains (losses) on sale of
    the Partnership's share of
    indirect partnership
    interest, sale of Partner-
    ship's interest in uncon-
    solidated venture, sale of
    investment properties by
    unconsolidated ventures or
    on sale of investment
    properties. . . . . . . . .        1.76        --           63.45         6.41        --
   Extraordinary items. . . . .       18.97        --           (5.20)       --           --
                                -----------  -----------  -----------  -----------  -----------
Net earnings (loss) . . . . . . $     27.54        (5.86)       60.44         2.01        19.35
                                ===========  ===========  ===========  ===========  ===========

Total assets. . . . . . . . . . $12,854,386    9,765,074   37,066,670   48,869,476   63,829,469
Long-term debt, including
 current portion. . . . . . . . $41,300,490   37,562,558   33,824,625   55,289,561   51,941,115
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.

</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, 2001, the Partnership had cash and cash equivalents of
approximately $12,577,000.  Such funds were available for working capital
requirements and potential future distributions to the General Partners and
Holders of Interests.  In May 2001, the Partnership received from JMB/900
approximately $900,000 as its share of remaining cash from the venture.
The Partnership had previously received a distribution from JMB/900 in
February 2000 of approximately $26,400,000, representing a portion of the
Partnership's share of sale proceeds and cash flow from operations of the
900 Third Avenue Office Building.  As discussed below, JMB/NYC sold its
indirect interest in the 1290 Partnership in March 2001.  The Partnership
received its share of the proceeds from such sale (approximately $686,000),
as well as its share of the remaining funds (approximately $2,900,000) held
as collateral pursuant to the indemnification agreement in May 2001.  In
addition, JMB/NYC sold its indirect interest in the 237 Partnership in
January 2002 for approximately $650,000.  As discussed in more detail in
the Notes, a receiver was appointed for the Piper Jaffray Tower in July
2000 as a result of the monetary default under the mortgage loan secured by
the property, and cash flow generated by the property since then was under
control of the receiver.  Title transferred to the lender effective April
2, 2001, as discussed below.  The Wells Fargo Center - South Tower
investment property is restricted as to the use of excess cash flows by an
escrow agreement negotiated pursuant to loan modifications.  It is
currently expected that the Partnership's interest in the Wells Fargo
Center - South Tower investment property will be foreclosed upon before the
end of 2002 as a result of certain defaults under the loan secured by such
interest.  The Partnership does not consider its remaining investment
properties to be potential sources of a significant amount of future cash
generated from sales or operations.

     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 property.

     Piper Jaffray Tower

     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, were significantly less than rental rates under the
previous PJI lease.  Additionally, Piper executed new long-term leases
representing an additional approximately 170,000 square feet.  The property


<PAGE>


manager was 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 was released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper had not made the required debt service payments under
the mortgage loan since June 1, 2000, and was 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) and 1999, no such cash flow was
generated.  As of April 2, 2001 (prior to transfer of title to the
property) aggregate amounts due to the lender were approximately
$109,000,000, 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 Piper Jaffray Tower 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 under the mortgage loan secured by the property, 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' fees 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 building.
On July 20, 2000, the Court approved the stipulation agreement 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.  On October 2, 2000, the court approved such
sale subject to redemption of the property at any time within six months
from the date of such sale.  No such redemption occurred and title to the
property transferred to the lender effective April 2, 2001.



<PAGE>


     As a result of the transfer, the Partnership realized an extraordinary
gain related to its share of the forgiveness of indebtedness and the write
off of deferred mortgage fees in the net amount of approximately $7,600,000
for financial reporting purposes.  The Partnership also recognized
approximately $20,897,000 of gain for Federal income tax purposes in 2001
as a result of the transfer with no corresponding distributable proceeds.
The Defendants have no future liability for any representations, warranties
and covenants as a result of the transfer.

     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 reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it was 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, for financial reporting purposes, previously
recognized losses of $5,712,902 were reversed, and the Partnership's share
of losses in 2001, 2000 and 1999 of approximately $2,710,000, $1,660,000
and $1,938,000, respectively, were not recognized.  The Partnership's
investment is reported at $0.  Since the terms of the modified mortgage
note and the amended and restated promissory note (the "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.

     During April 2001, the Partnership received notice of non-monetary
defaults from the lender under the Note.  The Partnership acknowledged
certain of the defaults described in the notice of default.  In December
2001, the lender assigned all of its rights and interests under the loan to
an affiliate of the lender.  On December 17, 2001, the Partnership
acknowledged and consented to the plans of the affiliate of the lender to
foreclose on the Partnership's interest in the limited liability company on
or before December 31, 2002 and waived any notice or additional notice of
foreclosure to which it may have been entitled under the terms and
conditions of the loan documents or the California Commercial Code.  The
Partnership also agreed that, upon consummation of the foreclosure sale,
any and all offsets, defenses and claims against the lender and certain
other parties shall be waived and released.  In addition, the Partnership
irrevocably appointed the affiliate of the lender, or any designee of the
affiliate of the lender, as the sole and exclusive proxy of the Partnership


<PAGE>


to vote and exercise any and all voting and related rights and to take any
other action that the affiliate of the lender deems necessary to protect
and preserve its security interest in the Partnership's interest in the
limited liability company.  The affiliate of the lender agreed that it
shall not execute any agreement or document or otherwise take any action
which would impose or result in any personal liability of or recourse to
the Partnership.  Upon the foreclosure of the Partnership's interest in the
limited liability company, the Partnership will have no further right,
title, or interest in the limited liability company.  The foregoing
releases, waivers, and irrevocable proxy were given by the Partnership
solely to facilitate the foreclosure sale and if the foreclosure sale is
not consummated for any reason on or before December 31, 2002, the same
shall be deemed void with the same effect as if never given.  In the event
that the Partnership's interest in the limited liability company is
foreclosed upon and transferred to the lender during 2002, the Partnership
expects to recognize a significant amount of income for both Federal income
tax and financial reporting purposes in 2002 with no corresponding
proceeds.  The Note had an adjusted principal balance of approximately
$12,988,000 and accrued interest of approximately $19,313,000 at
December 31, 2001.

     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 was 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, prior to its sale in January 2002, was significantly less than
1% of the 237 Partnership.)  The 237 Partnership owns a portfolio of
investments in addition to 237 Park.  JMB/NYC had 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.  JMB/NYC elected not to exercise
its right to cause a sale of its interest in the 237 Partnership during
2001.  In addition, the general partner of the 237 Partnership had 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.  The general partner of the 237 Partnership exercised its right
to purchase the interest in the 237 Partnership in January 2002, and
JMB/NYC received sale proceeds of $650,000.  Such amount was paid to the
limited partners of JMB/NYC as holders of a tranche of the Purchase Note.
The Partnership's share of such sale proceeds, approximately $320,000, was
received in March 2002.



<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 was approximately $686,000 and is reflected in the
accompanying financial statements) at closing.  Such amount was paid 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 was
approximately $2,900,000 and is reflected in the accompanying financial
statements) held pursuant to the indemnification agreement, including
interest earned thereon, upon closing of the sale of its interest in the
1290 Partnership.  The Partnership received its share of the sale proceeds
and the collateral amount in May 2001.

     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 was secured by JMB/NYC's
indirect interests in the 237 Partnership (prior to its sale in January
2002) and the 1290 Partnership (prior to its sale in March 2001) 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 did not have funds to pay the
Purchase Note at its maturity.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not repaid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at December 31, 2001, was approximately
$170,068,000, including interest at the default rate (as defined) of 12-
3/4% per annum.

     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, were 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 are distributable 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 had not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder would
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.



<PAGE>


     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 the 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 interests 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 were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed above, the maximum indemnification
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.
As a result of the sale of JMB/NYC's indirect interest in the 1290
Partnership, the maximum indemnification obligation was reduced to $0 and
the remaining collateral (approximately $5,700,000 face amount of which the
Partnership's share was approximately $2,900,000) was released in March
2001 to JMB/NYC.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income in the accompanying financial statements is a result of (i) interest
earned on amounts contributed by the Partnership and held in escrow for
JMB/NYC, (ii) the Partnership's share of the agreed upon reduction of the
maximum obligation in November 1999 in connection with the Restructuring
discussed above, and (iii) the Partnership's share of the remaining
indemnification obligation that is released in March 2001 in connection
with the sale of JMB/NYC's indirect interest in the 1290 Partnership.
Interest income earned reduced the Partnership's share of the maximum
unfunded obligation under the indemnification agreement, which was
reflected as a liability as of December 31, 2000 in the accompanying
financial statements.

     900 Third Avenue Building

     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 was 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.



<PAGE>


     In connection with the sale of the 900 Third Avenue Building in
November 1999, Progress Partners 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 for possible payment
to the buyer in the event of a breach of such representations, warranties,
covenants and for 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.  In May 2001, the Partnership
received from JMB/900 approximately $900,000 as its share of the remaining
cash from the venture.

     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.

     In connection with the sale of the Louis Joliet Mall in July 1999, the
Partnership placed approximately $43,000 into an escrow account to
indemnify the buyer of the property against outstanding claims by certain
contractors who had performed work on the property prior to the sale.
During 2001, the claims were settled in full by the Partnership for
$23,000.  The Partnership has recorded as a receivable the escrowed amount
of $43,188, which was received in January 2002, and has recorded an
additional gain on sale of the Louis Joliet Mall of $20,188 in the
accompanying financial statements.

     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.



<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
have been or will be allocated a substantial amount of gain for Federal
income tax purposes, regardless of whether any proceeds are distributed
from such sales or other dispositions.  As a result of the sale of
JMB/NYC's indirect interest in the 1290 Partnership and the transfer to the
lender of title to the Piper Jaffray Tower, a portion of such gain was
recognized in 2001.  The remainder of such gain will be recognized in 2002
as a result of the sale of JMB/NYC's indirect interest in the 237
Partnership and, if completed during 2002, the foreclosure of the
Partnership's interest in Wells Fargo Center - South Tower.  For certain
Holders of Interests such taxable income may be offset by their suspended
passive activity losses (if any).  Each Holder's tax consequences will
depend on his own tax situation.

     The Partnership currently anticipates that its liquidation and
termination will occur no later than the end of 2002, barring any
unexpected circumstances.

     RESULTS OF OPERATIONS

     At December 31, 2001, 2000 and 1999, the Partnership owned interests
in two, four and four 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, the sale of the Partnership's share of its
indirect partnership interest in 1290 Avenue of the Americas in March 2001
and the foreclosure of the Partnership's interest in the Piper Jaffray
Tower in April 2001.

     The increase in cash and cash equivalents at December 31, 2001 as
compared to December 31, 2000 is primarily due to receipt of the
Partnership's share of the collateral amount returned to JMB/NYC upon
termination of the indemnification agreement in 2001 and the Partnership's
share of the proceeds of the March 23, 2001 sale of JMB/NYC's indirect
interest in the 1290 Partnership.  The Partnership received such amounts in
May 2001.  The increase is also partially due to the receipt of the
Partnership's share of cash remaining at the JMB/900 venture in May 2001.

     The decrease in the asset investment in unconsolidated ventures, at
equity, at December 31, 2001 as compared to December 31, 2000 is primarily
due to receipt of the Partnership's share of cash remaining at the JMB/900
venture in May 2001.

     The increase in accounts payable at December 31, 2001 as compared to
December 31, 2000 is primarily due to the timing of payment for
professional fees for accounting and certain of the administrative expenses
of the Partnership.

     The increase in current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at
December 31, 2001, as compared to December 31, 2000 is due to the
reclassification of the promissory note secured by the Partnership's
interest in the limited liability company that owns the Wells Fargo Center
- South Tower as a result of certain non-monetary defaults under the
promissory note acknowledged by the Partnership.

     The decrease in the liability investment in unconsolidated ventures,
at equity, at December 31, 2001 as compared to December 31, 2000 is
primarily due to the transfer of title to the Piper Jaffray Tower to the
lender on April 2, 2001, as described more fully in the Notes.


<PAGE>


     The decrease in the Partnership's share of the maximum unfunded
obligation under the indemnification agreement as of December 31, 2001,
compared to December 31, 2000, is primarily due to the termination of such
indemnification agreement upon sale of JMB/NYC's indirect interest in the
1290 Partnership on March 23, 2001.

     The decrease in interest income for the year ended December 31, 2001,
as compared to the same period in 2000 and the increase in interest income
for the year ended December 31, 2000 as compared to the same period in 1999
is primarily due to temporary investment of the cash received from the sale
of the 900 Third Avenue Office Building in November 1999.  Portions of such
funds were distributed to the General Partners and Holders of Interests in
late February 2000 and August 2000, which resulted in lower amounts
available for investment during 2001.  The decrease is also due in part to
a lower average interest rate on invested funds during 2001.

     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.

     The decrease in professional services for the year ended December 31,
2000 as compared to the year ended December 31, 1999 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 year ended
December 31, 2000 is the result of operating distributions made in 2000.

     The decrease in general and administrative expenses for the year ended
December 31, 2001 as compared to the year ended December 31, 2000 and the
increase in general and administrative expenses for the year ended
December 31, 2000 as compared to the year ended December 31, 1999 are
primarily due to the payment by the Partnership in 2000 of state income
taxes owed in 2000 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 and income related to termination of the indemnification
agreement recognized as income during 2001 of $7,144,354 is a result of the
sale of JMB/NYC's indirect interest in the 1290 Partnership in March of
2001 and release of the Partnership's and other Affiliated Partners'
indemnification obligation relating to the interest in the 1290
Partnership, as well as interest earned during 2001 on amounts contributed
by the Partnership and held in escrow by JMB/NYC.  Such interest income
earned reduced the Partnership's proportionate share of the maximum
unfunded obligation under the indemnification agreement.  The Partnership's
share of the reduction of the maximum unfunded obligation under the
indemnification agreement recognized as income for the year ended
December 31, 2000 is a result of interest earned on amounts contributed by
the Partnership and held in escrow for JMB/NYC.  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 agreed upon reduction of the maximum
indemnification obligation in connection with the Restructuring and
interest earned during 1999 on amounts contributed by the Partnership and
held in escrow by JMB/NYC.  The lower amount of such reduction for the year
ended December 31, 2000 compared to the year ended December 31, 1999 is due
in part 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.



<PAGE>


     The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 2001, as compared to the same
period in 2000 is primarily due to the third quarter 2000 write-off to
income of a liability for certain deferred management fees upon the
appointment of the receiver at the Piper Jaffray Tower in July 2000.  The
increase in Partnership's share of operations from unconsolidated venture
for the year ended December 31, 2000 as compared to the year ended
December 31, 1999 is primarily due to the allocation of additional losses
to the Partnership during 1999.  These additional losses occurred because
the Piper Jaffray Tower was no longer classified as held for sale, and as a
result, the venture made an adjustment to record depreciation from prior
periods and commenced recording depreciation on the property.  This amount
is partially offset by 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 Partnership's share of gain on sale of indirect partnership
interest for the year ended December 31, 2001 is the Partnership's share of
the gain from JMB/NYC's sale of its indirect partnership interest in the
1290 Partnership on March 23, 2001.

     The Partnership's share of gain 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 for the year ended
December 31, 2001 is due to the gain recognized resulting from the
settlement of outstanding claims during 2001 relating to the Louis Joliet
Mall and the subsequent collection of sales proceeds held in escrow since
the sale of the property in 1999, as described more fully in the Notes.
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.

     The Partnership's share of extraordinary items from unconsolidated
venture for the year ended December 31, 2001 are the Partnership's share of
the gain on forgiveness of indebtedness of $8,039,165 and write-off of
deferred mortgage fees of $410,869 resulting from the transfer of title to
the Piper Jaffray Tower to the lender on April 2, 2001, as described more
fully in the Notes.

     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 is not expected to have an adverse impact
on the Partnership since it currently anticipates that it will dispose of
its interest in the Wells Fargo Center - South Tower and terminate in 2002.




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, 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, 2001 and 2000

Statements of Operations, years ended December 31, 2001, 2000 and 1999

Statements of Partners' Capital Accounts (Deficits), years ended
  December 31, 2001, 2000 and 1999

Statements of Cash Flows, years ended December 31, 2001, 2000 and 1999

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, 2001 and 2000, and the results of its operations and its
cash flows for each of the years in the three-year period ended
December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.











                                         KPMG LLP


Chicago, Illinois
March 25, 2002



<PAGE>


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

                                               BALANCE SHEETS

                                         DECEMBER 31, 2001 AND 2000

                                                   ASSETS
                                                   ------
<caption>
                                                                            2001             2000
                                                                        ------------      -----------

                                                                    <c>               <c>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $ 12,576,851        8,599,183
  Interest, rents and other receivables . . . . . . . . . . . . . . .         67,160           59,586
                                                                        ------------     ------------
          Total current assets. . . . . . . . . . . . . . . . . . . .     12,644,011        8,658,769
                                                                        ------------     ------------

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

                                                                        $ 12,854,386        9,765,074
                                                                        ============     ============



<PAGE>


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

                                         BALANCE SHEETS - CONTINUED


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

                                                                            2001              2000
                                                                        ------------     ------------
Current liabilities:
  Accounts payable and other current liabilities. . . . . . . . . . .   $     92,410           46,036
  Current portion of long-term debt . . . . . . . . . . . . . . . . .     41,300,490            --
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .     41,392,900           46,036

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

          Total liabilities . . . . . . . . . . . . . . . . . . . . .     42,715,472       50,783,847

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . .          1,000            1,000
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .    (14,698,315)     (14,894,586)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .     (2,117,798)      (2,117,798)
                                                                        ------------     ------------
                                                                         (16,815,113)     (17,011,384)
                                                                        ------------     ------------
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . .    351,746,836      351,746,836
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .   (263,316,531)    (274,277,947)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .   (101,476,278)    (101,476,278)
                                                                        ------------     ------------
                                                                         (13,045,973)     (24,007,389)
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .    (29,861,086)     (41,018,773)
                                                                        ------------     ------------
                                                                        $ 12,854,386        9,765,074
                                                                        ============     ============


<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, 2001, 2000 AND 1999
<caption>
                                                                    2001          2000          1999
                                                               ------------   -----------   -----------

                                                           <c>            <c>           <c>
Income:
  Rental income . . . . . . . . . . . . . . . . . . . . . . .  $      --            --        5,016,736
  Interest income . . . . . . . . . . . . . . . . . . . . . .       424,311       701,645       511,225
  Dividend income . . . . . . . . . . . . . . . . . . . . . .         --            --           41,513
  Other income. . . . . . . . . . . . . . . . . . . . . . . .         --          876,520         --
                                                               ------------   -----------   -----------
                                                                    424,311     1,578,165     5,569,474
                                                               ------------   -----------   -----------
Expenses:
  Mortgage and other interest . . . . . . . . . . . . . . . .     3,737,932     3,737,933     4,961,947
  Property operating expenses . . . . . . . . . . . . . . . .         --            --        2,629,214
  Professional services . . . . . . . . . . . . . . . . . . .       351,662       371,338       601,919
  Amortization of deferred expenses . . . . . . . . . . . . .         --            --          108,415
  Management fees to Corporate General Partner. . . . . . . .         --          500,707         --
  General and administrative. . . . . . . . . . . . . . . . .       618,910       717,838       683,740
                                                               ------------   -----------   -----------
                                                                  4,708,504     5,327,816     8,985,235
                                                               ------------   -----------   -----------
                                                                 (4,284,193)   (3,749,651)   (3,415,761)
Partnership's share of the reduction of the maximum
  unfunded obligation under and income related to
  termination of the indemnification agreement. . . . . . . .     7,144,354       178,936     5,618,040
Partnership's share of  operations of unconsolidated
  ventures  . . . . . . . . . . . . . . . . . . . . . . . . .       (37,034)    1,130,706    (1,286,803)
                                                               ------------   -----------   -----------
    Earnings (loss) before gains on sale of
      investment properties . . . . . . . . . . . . . . . . .     2,823,127    (2,440,009)      915,476
Partnership's share of gain (loss) on sale of indirect
  partnership interest. . . . . . . . . . . . . . . . . . . .       686,076         --            --
Partnership's share of gains on sale of investment
  property by unconsolidated venture. . . . . . . . . . . . .         --            --       18,090,924
Gain on sale of investment property . . . . . . . . . . . . .        20,188         --        7,598,499
                                                               ------------   -----------   -----------
    Earnings (loss) before extraordinary items. . . . . . . .     3,529,391    (2,440,009)   26,604,899



<PAGE>


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

                                    STATEMENTS OF OPERATIONS - CONTINUED




                                                                    2001          2000          1999
                                                               ------------   -----------   -----------

Extraordinary items:
  Partnership's share of extraordinary items from
    unconsolidated ventures . . . . . . . . . . . . . . . . .     7,628,296         --       (1,994,383)
  Write-off of deferred mortgage fees . . . . . . . . . . . .         --            --         (111,008)
                                                               ------------   -----------   -----------
    Net earnings (loss) . . . . . . . . . . . . . . . . . . .  $ 11,157,687    (2,440,009)   24,499,508
                                                               ============   ===========   ===========

    Net earnings (loss) per limited partnership interest:
        Earnings (loss) before gains on sale of investment
          properties. . . . . . . . . . . . . . . . . . . . .  $       6.81         (5.86)         2.19
        Partnership's share of gain (loss) on sale of
          indirect partnership interest . . . . . . . . . . .          1.71         --            --
        Partnership's share of gains on sale of investment
          property by unconsolidated ventures . . . . . . . .         --            --            44.68
        Gains on sale of investment property. . . . . . . . .           .05         --            18.77
        Extraordinary items . . . . . . . . . . . . . . . . .         18.97         --            (5.20)
                                                               ------------   -----------   -----------

        Net earnings (loss) . . . . . . . . . . . . . . . . .  $      27.54         (5.86)        60.44
                                                               ============   ===========   ===========
















<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, 2001, 2000 AND 1999

<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
              -------  ---------- ------------- -----------  ------------------------  -------------  ----------

          <c>      <c>        <c>            <c>          <c>          <c>          <c>           <c>
Balance
 (deficits)
 December 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 distri-
 butions $30
 per limited
 Partnership. .  --         --           --           --           --           --      (12,024,419) (12,024,419)
Net earnings
 (loss) . . . .  --       272,459        --         272,459        --      24,227,049         --      24,227,049
               ------ -----------   ----------  -----------  ----------- ------------   ----------- ------------

Balance
 (deficits)
 December 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 distri-
 butions $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)
               ------ -----------   ----------  -----------  ----------- ------------   ----------- ------------


<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)
 December 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)

Net earnings
 (loss) . . . .  --       196,271        --         196,271         --     10,961,416         --      10,961,416
               ------ -----------   ----------  -----------  ----------- ------------   ----------- ------------
Balance
 (deficits)
 December 31,
 2001 . . . . .$1,000 (14,698,315)  (2,117,798) (16,815,113) 351,746,836 (263,316,531) (101,476,278) (13,045,973)
               ====== ===========   ==========  ===========  =========== ============   =========== ============



















<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, 2001, 2000 AND 1999

<caption>
                                                                 2001            2000          1999
                                                             ------------    -----------    -----------

                                                         <c>             <c>            <c>

Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . .  $ 11,157,687     (2,440,009)    24,499,508
  Items not requiring (providing) cash or cash equivalents:
      Amortization of deferred expenses . . . . . . . . . .         --             --           108,415
      Long-term debt - deferred accrued interest. . . . . .     3,737,932      3,737,933      3,737,932
      Partnership's share of the reduction of the maximum
        unfunded obligation under and income related to
        termination of the indemnification agreement. . . .    (7,144,354)      (178,936)    (5,618,040)
      Partnership's share of operations of unconsolidated
        ventures. . . . . . . . . . . . . . . . . . . . . .        37,034     (1,130,706)     1,286,803
      Partnership's share of gain on sale of indirect
        partnership interest. . . . . . . . . . . . . . . .      (686,076)         --             --
      Partnership's share of gain (loss) on sale of
        investment property by unconsolidated venture . . .         --             --       (18,090,924)
      Gain on sale of investment property . . . . . . . . .       (20,188)         --        (7,598,499)
      Extraordinary items . . . . . . . . . . . . . . . . .    (7,628,296)         --         2,105,391
  Changes in:
    Interest, rents and other receivables . . . . . . . . .        (7,574)        13,940        612,464
    Prepaid expenses. . . . . . . . . . . . . . . . . . . .         --             --            25,860
    Escrow deposits . . . . . . . . . . . . . . . . . . . .         --             --           352,268
    Accrued rents receivable. . . . . . . . . . . . . . . .         --             --            12,350
    Accounts payable and other current liabilities. . . . .        46,374        (15,885)      (784,812)
    Accrued interest. . . . . . . . . . . . . . . . . . . .         --             --          (170,101)
    Accrued real estate taxes . . . . . . . . . . . . . . .         --             --          (545,000)
    Tenant security deposits. . . . . . . . . . . . . . . .         --             --           (19,919)
                                                             ------------    -----------    -----------
          Net cash provided by (used in)
            operating activities. . . . . . . . . . . . . .      (507,461)       (13,663)       (86,304)
                                                             ------------    -----------    -----------


<PAGE>


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

                                    STATEMENTS OF CASH FLOWS - CONTINUED



                                                                 2001            2000          1999
                                                             ------------    -----------    -----------

Cash flows from investing activities:
  Additions to investment properties. . . . . . . . . . . .         --             --        (1,321,967)
  Partnership's distributions from unconsolidated ventures.     3,786,012     26,436,064      2,068,706
  Cash proceeds from Partnership's share of gain
    on sale of indirect partnership interest. . . . . . . .       686,076          --             --
  Cash proceeds from sale of investment properties or
    interest in unconsolidated venture. . . . . . . . . . .        20,188          --        19,407,079
  Partnership's advance to affiliated entity. . . . . . . .         --             --          (210,375)
  Partnership's contributions to unconsolidated ventures. .        (7,147)         --        (4,716,000)
  Payment of deferred expenses, net . . . . . . . . . . . .         --             --           (54,867)
                                                             ------------    -----------    -----------
          Net cash provided by (used in)
            investing activities. . . . . . . . . . . . . .     4,485,129     26,436,064     15,172,576
                                                             ------------    -----------    -----------

Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . .         --             --          (222,033)
  Distributions to general partners . . . . . . . . . . . .         --          (300,424)         --
  Distributions to limited partners . . . . . . . . . . . .         --       (27,238,463)   (12,024,419)
                                                             ------------    -----------    -----------
          Net cash provided by (used in)
            financing activities. . . . . . . . . . . . . .         --       (27,538,887)   (12,246,452)
                                                             ------------    -----------    -----------

          Net increase (decrease) in cash and
            cash equivalents. . . . . . . . . . . . . . . .     3,977,668     (1,116,486)     2,839,820

          Cash and cash equivalents, beginning of year. . .     8,599,183      9,715,669      6,875,849
                                                             ------------    -----------    -----------

          Cash and cash equivalents, end of year. . . . . .  $ 12,576,851      8,599,183      9,715,669
                                                             ============    ===========    ===========



<PAGE>


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

                                    STATEMENTS OF CASH FLOWS - CONTINUED


                                                                 2001            2000          1999
                                                             ------------    -----------    -----------

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . .  $      --             --         1,394,116
                                                             ============    ===========    ===========

  Non-cash investing and financing activities:
      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, 2001, 2000 AND 1999


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 JMB/Piper Jaffray Tower Associates ("JMB/Piper") and JMB Piper
Jaffray Tower Associates II ("JMB/Piper II"); and 900 3rd Avenue Associates
("JMB/900").

     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 acquired an indirect interest in
the partnership that owns 237 Park Avenue and certain other investments
(JMB/NYC's investment was significantly less than 1% of such partnership).

     The equity method of accounting had been applied with respect to the
Partnership's indirect 50% indirect interest in JMB/NYC through Carlyle-XIV
Associates, L.P. through the confirmation and acceptance of the Amended
Plan of Reorganization and Disclosure Statement on October 10, 1996
("Effective Date").  As of October 10, 1996 ("Effective Date"), the
Partnership reversed those previously recognized losses resulting from its
interest in JMB/NYC that it is no longer obligated to fund due to the
conversion of JMB/NYC's general partnership interest to a limited
partnership interest in the joint ventures which owned 1290 Avenue of the
Americas and 237 Park Avenue (collectively, the "Properties") and the terms
of the restructuring.  The Partnership had no future funding obligations
(other than that related to a certain indemnification agreement provided in
connection with the restructuring which was terminated upon sale of
JMB/NYC's interest of the 1290 Partnership) and had no influence or control
over the day-to-day affairs of the joint ventures which owned the
Properties subsequent to the Effective Date.  Accordingly, the Partnership
discontinued the application of the equity method of accounting for the
indirect interests in the Properties and additional losses from the
investment in unconsolidated venture will not be 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").  Such GAAP adjustments are not recorded on the
records of the Partnership.  The net effect of these items for the years
ended December 31, 2001 and 2000 is summarized as follows:


<PAGE>


                             2001                     2000
                   --------------------------------------------------
                                  TAX BASIS                TAX BASIS
                     GAAP BASIS  (UNAUDITED) GAAP BASIS   (UNAUDITED)
                    ------------ ----------------------  ------------

Total assets. . . . $ 12,854,386  61,746,244  9,765,074    58,966,792

Partners' capital
 accounts (deficits):
  General partners.  (16,815,113) (7,084,125)(17,011,384) (13,133,025)
  Limited partners.  (13,045,973)(85,083,527)(24,007,389)(164,140,219)

Net earnings (loss):
  General partners.      196,271   6,048,900    (97,600)       88,598
  Limited partners.   10,961,416  79,056,692 (2,342,409)    2,126,365

Net earnings (loss)
  per limited
  partnership
  interest. . . . .        27.54      198.59      (5.86)         5.32
                    ============ ======================  ============

     The net earnings (loss) per limited partnership interest is based upon
the limited partnership interests outstanding at the end of each year
(398,100 at 2001 and 399,992 at 2000).  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 Note
entitled "Partnership Agreement" 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 $12,577,000 and $8,555,000 at December 31, 2001 and
2000, 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.

     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.



<PAGE>


     The Partnership acquired, either directly or through joint ventures,
two apartment complexes, fourteen office buildings and three shopping
centers.  Seventeen properties have been sold or disposed of by the
Partnership as of December 31, 2001.  Both of the properties indirectly
owned at December 31, 2001 were operating.

     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.

     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 $1,169,860 for the year ended December 31, 1999.

     In addition, the accompanying financial statements include income
(loss) of ($37,034), $1,130,706 and $1,622,491, respectively, of the
Partnership's share of total property operations of ($54,699), $2,501,377
and $5,210,110 of unconsolidated properties held for sale or disposition as
of December 31, 2001 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 are related to
property investments.  With the exception of cash and cash equivalents,
substantially all other assets of the Partnership relate to property
investments.


<PAGE>


     In October 2001, the FASB issued Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").  SFAS 144
develops one accounting model (based on the model in SFAS 121) for long-
lived assets (including discontinued operations) that are to be held or
disposed of by sale, as well as addresses certain discontinued operations
issues.  SFAS 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001.  As the Partnership does not
generally hold its properties for sale and has historically not had
significant operations that have been accounted for as "discontinued
operations", the Partnership does not anticipate that SFAS 144 will have a
significant impact on its current or future operations or financial
results.

     Certain amounts in the 1999 financial statements have been
reclassified to conform with the 2000 and 2001 presentation.

VENTURE AGREEMENTS - GENERAL

     The Partnership at December 31, 2001 is a party to two operating joint
venture agreements.  Pursuant to such agreements, the Partnership made
initial capital contributions of approximately $60,000,000 (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 JMB/NYC (through an interest
in Carlyle-XIV Associates, L.P.), and South Tower joint venture agreements
are, directly or indirectly, with partnerships (JMB/Manhattan Associates,
Ltd. ("JMB/Manhattan"), Carlyle Real Estate Limited Partnership-XIII ("C-
XIII") and Carlyle Real Estate Limited Partnership-XV ("C-XV")) sponsored
by the Corporate General Partner or its affiliates.

     The Partnership has acquired, through the above ventures, interests in
three office buildings, including the 1290 Avenue of the Americas building
prior to the sale of the Partnership's indirect interest in the building in
March 2001.  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

     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.



<PAGE>


     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 Building, 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 the 2
Broadway Building.  In June 1995, the 2 Broadway Joint Venture filed its
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 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 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).



<PAGE>


     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 were 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.  On March 23,
2001, JMB/NYC sold its indirect interest in the 1290 Partnership, and as a
result, the maximum indemnification obligation was reduced to $0 and the
remaining collateral (approximately $5,700,000 face amount of which the
Partnership's share was approximately $2,900,000) was released in March
2001 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 (i) interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC, (ii) the Partnership's share of
the agreed upon reduction of the maximum obligation in November 1999 in
connection with the Restructuring discussed below, and (iii) the
Partnership's share of the remaining indemnification obligation that was
released in March 2001 in connection with the sale of JMB/NYC's indirect
interest in the 1290 Partnership.  Interest income earned reduced the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability as of
December 31, 2000, 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.

     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 was 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
was significantly less than 1% of the 237 Partnership.)  The 237
Partnership owns a portfolio of investments in addition to 237 Park.
JMB/NYC had 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 had
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.  In January 2002, the general partner of the 237 Partnership
exercised its right to purchase JMB/NYC's interest in the 237 Partnership,
and JMB/NYC received $650,000 in sale proceeds.  Such amount was paid to
the limited partners of JMB/NYC as holders of a tranche of the Purchase
Note as discussed below.  The Partnership's share of such sale proceeds,
approximately $320,000, was received in March 2002.



<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 at closing (of
which the Partnership's share was approximately $686,000 and is reflected
in the accompanying financial statements).  Such amount was paid 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 was
approximately $2,900,000 and is reflected in the accompanying financial
statements) held pursuant to the indemnification agreement, including
interest earned thereon, upon closing of the sale of its interest in the
1290 Partnership.  The Partnership received its share of the sale proceeds
and the collateral in May 2001.

     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 was secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership (prior to its sale in January 2002) 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 and proceeds from sales of JMB/NYC's indirect
interests in those partnerships.  Unpaid interest accrues and is deferred,
compounded monthly.  Unpaid principal and interest were due at maturity on
January 2, 2001.  As expected, JMB/NYC did not have funds to pay the
Purchase Note at its maturity.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not repaid within one year of its maturity as
discussed below.  The outstanding principal and accrued and deferred
interest on the Purchase Note at December 31, 2001, was approximately
$170,068,000, including interest at the default rate (as defined) of 12-
3/4% per annum.

     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, were 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 are distributable 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 had not repaid all amounts due and owing under the Purchase Note
within one year after its maturity, the holder would 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.



<PAGE>


     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 owned a fee interest in the land underlying the office
building.  JMB/Piper held its interest in the property through three 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 provided 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 would 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 was obligated to loan amounts to Piper to fund operating
deficits (as defined).  The loans bore interest at a rate of not more than
14.36% per annum, provided for payments of interest only from net cash
flow, if any, and were repayable from net sale or refinancing proceeds.
Such loans and accrued interest were approximately $147,000,000 at
December 31, 2000 and 1999.  Due to the unlikely ability of Piper to pay
such loan, JMB/Piper ceased accruing interest on the loan effective
January 1, 2000.

     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 executed new long-term leases
representing an additional approximately 170,000 square feet.  The property
manager was 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 was released quickly enough to
generate sufficient cash flow to fund the required debt service payments.
As a result, Piper had not made the required debt service payments under
the mortgage loan since June 1, 2000, and was 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 default) and 1999, no such cash flow was generated.
As of April 2, 2001 (prior to transfer of title to the property), aggregate
amounts due to the lender were approximately $109,000,000, including
certain default interest.


<PAGE>


     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
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.  On October 2, 2000, the
Court approved such sale, subject to redemption of the property at any time
within six months from the date of such sale.  No such redemption occurred
and title to the property transferred to the lender effective April 2,
2001.

     As a result of the transfer of the property to the lender, the
Partnership realized an extraordinary gain related to its share of the
forgiveness of indebtedness and the write off of deferred mortgage fees in
the net amount of approximately $7,600,000 for financial reporting
purposes.  The Partnership also recognized approximately $20,897,000 of
gain for Federal income tax purposes in 2001 as a result of the transfer
with no corresponding distributable proceeds.  The Defendants have no
future liability for any representations, warranties and covenants as a
result of the transfer.

     The Piper venture agreements provided that any net cash flow, as
defined, 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 were 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 2001, 2000 and 1999.



<PAGE>


     The Piper venture agreements further provided that, in general, upon
any sale or refinancing of the property, the principal and any accrued
interest outstanding on any operating deficit loans would be repaid out of
net proceeds.  Any remaining proceeds would be distributed 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 April 2, 2001 (prior to the transfer of title to the
lender) was $129,786.  The lender assumed such note upon the transfer of
title to the property to the lender in April 2001.

     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 reclassified the Piper Jaffray Tower as held for sale or
disposition as of July 1, 2000, and therefore, it was not subject to
continued depreciation beyond such date for financial reporting purposes.

     JMB/900

     In 1984, the Partnership with C-XV acquired, through JMB/900, an
interest in an existing joint venture ("Progress Partners") which owned 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 provided that
JMB/900's share of Progress Partners' cash flow, sale or refinancing
proceeds and profits and losses would be distributed or allocated to the
Partnership in proportion to its 33-1/3% share of capital contributions.

     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.



<PAGE>


     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 owned 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 was 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
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.



<PAGE>


     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 (approximately $900,000) was received by the Partnership in May
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, had 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") (prior to the lender's acquisition of C-XV's
interest in the joint venture in December 2001), 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 joint venture 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, began 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 were reversed, and the
Partnership's share of losses in 2001, 2000 and 1999 of approximately
$2,710,000, $1,660,000 and $1,938,000, respectively, were not recognized.

     The mortgage note secured by the property (with a balance, including
accrued interest, of approximately $181,000,000 as of December 31, 2001),
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 had an
adjusted principal balance of approximately $21,988,000, and accrued
interest of approximately $19,313,000 at December 31, 2001, has a maturity
date in 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.

     During April 2001, the Partnership received notice of non-monetary
defaults from the lender under the note.  The Partnership acknowledged
certain of the defaults described in the notice of defaults.  In December
2001, the lender assigned all of its rights and interests under the loan to
an affiliate of the lender.  On December 17, 2001, the Partnership
acknowledged and consented to the plans of the affiliate of the lender to
foreclose on the Partnership's interest in the limited liability company on
or before December 31, 2002 and waived any notice or additional notice of
foreclosure to which it may have been entitled under the terms and
conditions of the loan documents or the California Commercial code.  The
Partnership also agreed that, upon consummation of the foreclosure sale,
any and all offsets, defenses and claims against the lender and certain
other parties shall be waived and released.  In addition, the Partnership
irrevocably appointed the affiliate of the lender, or any designee of the
affiliate of the lender, as the sole and exclusive proxy of the Partnership
to vote and exercise any and all voting and related rights and to take any
other action that the affiliate of the lender deems necessary to protect
and preserve its security interest in the Partnership's interest in the
limited liability company.  The affiliate of the lender agreed that it
shall not execute any agreement or document or otherwise take any action
which would impose or result in any personal liability of or recourse to
the Partnership.  Upon the foreclosure of the Partnership's interest in the
limited liability company, the Partnership will have no further right,
title, or interest in the limited liability company.  The foregoing
releases, waivers, and irrevocable proxy were given by the Partnership
solely to facilitate the foreclosure sale and if the foreclosure sale is
not consummated for any reason on or before December 31, 2002, the same
shall be deemed void with the same effect as if never given.


<PAGE>


     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.

     In connection with the sale of the Louis Joliet Mall in July 1999, the
Partnership placed approximately $43,000 into an escrow account to
indemnify the buyer of the property against outstanding claims by certain
contractors who had performed work on the property prior to the sale.
During 2001, the claims were settled in full by the Partnership for
$23,000.  The Partnership has recorded as a receivable the escrowed amount
of $43,188, which was received in January 2002, and has recorded an
additional gain on sale of the Louis Joliet Mall of $20,188 in the
accompanying financial statements.

     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 had not been subject to continued
depreciation beyond such date for financial reporting purposes.

     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, 2001 and
2000:
                                               2001           2000
                                            -----------    ----------
17% promissory note, in default; secured
 by the Partnership's interest in the
 Wells Fargo Center - South Tower office
 building in Los Angeles, California;
 stated maturity in September 2003 when
 principal and accrued interest are due .   $41,300,490    37,562,558
                                            -----------   -----------
          Total debt. . . . . . . . . . .    41,300,490    37,562,558
          Less current portion
            of long-term debt . . . . . .    41,300,490         --
                                            -----------   -----------

          Total long-term debt,
            less current portion. . . . .   $     --       37,562,558
                                            ===========   ===========

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 adjusted capital investment (their initial capital
investment reduced by net sale or refinancing proceeds previously
distributed) for each year commencing with the third fiscal quarter of
1985.  If upon the completion of the liquidation of the Partnership and the


<PAGE>


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 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, 2001 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 (prior to its sale in July 1999) aggregated
$341,382, for the year ended December 31, 1999.


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 for the years ended December 31, 2001, 2000 and 1999 are
as follows:

                                                          UNPAID AT
                                                         DECEMBER 31,
                                2001    2000     1999       2001
                              -------- -------  -------  ------------
Property management and
 leasing fees . . . . . . .   $  --       --    205,934       --
Insurance commissions . . .      --      7,641   24,269       --
Management fees to
 Corporate General Partner.      --    500,707    --          --
Reimbursement (at cost)
 for accounting services. .     32,505  23,464    2,759      7,744
Reimbursement (at cost)
 for portfolio management
 services . . . . . . . . .     30,260  58,434  128,487      1,386
Reimbursement (at cost)
 for legal services . . . .     40,321  21,415   29,093     11,126
Reimbursement (at cost)
 for administrative charges
 and other out-of-pocket
 expenses . . . . . . . . .     25,911  11,090   11,098       --
                              -------- -------  -------    -------
                              $128,997 622,751  401,640     20,256
                              ======== =======  =======    =======



<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.

     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 2001 and 2000 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 not reflected in the unconsolidated
venture's balance sheet at December 31, 2000 and thereafter.

     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, 2001 and 2000 is presented
below.
                                            2001           2000
                                       -------------  -------------
Current assets. . . . . . . . . . . .  $   4,541,000     12,385,767
Current liabilities . . . . . . . . .    (13,523,000)   (17,413,504)
                                       -------------  -------------
    Working capital (deficit) . . . .     (8,982,000)    (5,027,737)
                                       -------------  -------------

Investment properties, net. . . . . .    146,417,985    211,915,769
Other assets. . . . . . . . . . . . .     15,145,036     41,165,198
Other liabilities . . . . . . . . . .       (604,000)      (204,699)
Long-term debt. . . . . . . . . . . .   (183,595,000)  (279,181,093)
                                       -------------  -------------
    Partners' capital (deficit) . . .  $ (31,617,979)   (31,322,562)
                                       =============  =============


<PAGE>


                                            2001           2000
                                       -------------  -------------
Represented by:
  Invested capital. . . . . . . . . .  $ 204,097,181    337,361,524
  Cumulative distributions. . . . . .    (64,920,105)  (187,119,528)
  Cumulative income (losses). . . . .   (170,795,055)  (181,574,558)
                                       -------------  -------------
                                       $ (31,617,979)   (31,332,562)
                                       =============  =============

Total income. . . . . . . . . . . . .  $  53,368,494     52,097,842
                                       =============  =============

Expenses applicable to
  operating income. . . . . . . . . .  $  50,924,197     56,451,078
                                       =============  =============

Net income (loss) . . . . . . . . . .  $   2,443,099     (4,353,236)
                                       =============  =============

     Total income and net income (loss) for 2001 includes extraordinary
items of $15,256,592 related to gain on forgiveness of indebtedness and
write off of deferred mortgage fees resulting from the transfer of title to
the Piper Jaffray Tower to the lender.

     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, expenses applicable to operating income and net income
for the above mentioned ventures for the year ended December 31, 1999 were
$117,990,424, $82,002,789 and $35,987,635.

     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.

     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 shares of losses (approximately $2,710,000, $1,660,000 and
$1,938,000) were not recognized in 2001, 2000 and 1999, respectively.



<PAGE>


SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

                                            2001
                      -----------------------------------------------
                            3/31       6/30       9/30        12/31
                        ----------- ---------- ----------  ----------
Total income. . . . . . $   118,114    131,057    111,606      63,534
                        =========== ========== ==========  ==========
Earnings (loss) before
 Partnership's share of
 gain on sale of indirect
 partnership interest and
 extraordinary items. . $ 6,064,449 (1,196,095)  (944,797) (1,100,430)
Partnership's share of
 gain (loss) on sale of
 indirect partnership
 interest . . . . . . .     686,076      --         --          --
Gain on sale of invest-
 ment property. . . . .       --         --         --         20,188
Extraordinary items . .       --     7,628,296      --          --
                        ----------- ---------- ----------  ----------
Net earnings (loss) . . $ 6,750,525  6,432,201   (944,797) (1,080,242)
                        =========== ========== ==========  ==========
Net earnings (loss) per
 Interest:
  Earnings (loss) before
   Partnership's share of
   gain on sale of in-
   direct partnership
   interest and extra-
   ordinary items . . . $     14.55      (2.87)     (2.27)      (2.65)
  Partnership's share of
   gain (loss) on sale of
   indirect partnership
   interest . . . . . .        1.70      --         --          --
  Gain on sale of invest-
   ment property. . . .       --         --         --            .05
  Extraordinary items .       --         18.88      --          --
                        ----------- ---------- ----------  ----------
      Net earnings
       (loss) . . . . . $     16.25      16.01      (2.27)      (2.60)
                        =========== ========== ==========  ==========

                                            2000
                      -----------------------------------------------
                            3/31       6/30       9/30        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>


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

     There were no changes in or disagreements with accountants during 2000
or 2001.


                               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 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 have
been 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 have been
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 consent to the sale of) 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          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, 2002.  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,
2002.  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 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 in Carlyle-XIII.  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 and Carlyle-XIII.

     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 64) is Chairman and Chief Financial Officer of
Carlyle Managers, Inc., the general partner of JMB/NYC, and an individual
general partner of JMB Income-V.  Mr. Malkin has been associated with JMB
since October, 1969.  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.  Mr. Malkin
was also Co-Chairman of the Board of Directors of Urban Shopping Centers,
Inc. from its inception in 1993 until November 2000.

     Neil G. Bluhm (age 64) is Executive Vice President of Carlyle
Managers, Inc., the general partner of JMB/NYC, and 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 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 63) 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 60) has been associated with JMB since July,
1972.  Until August 2001, Mr. Nathan was an Executive Vice President of JMB
and, until December 2000, an officer and/or director of certain JMB
affiliates.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 68) has been associated with JMB since December,
1972.  He is also President and a director of JMB Insurance Agency, Inc.

     John G. Schreiber (age 55) has been associated with JMB since
December, 1970.  Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm.  He is also a senior advisor and partner of
Blackstone Real Estate Advisors, L.P., which manages large private equity
funds.  Mr. Schreiber is a trustee of AMLI Residential Properties Trust and
a director of Host Marriott Corporation and of The Rouse Company, as well
as director of a number of mutual funds advised by T. Rowe Price
Associates, Inc.  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 53) is a Vice President of Carlyle Managers,
Inc., the general partner of JMB/NYC.  Mr. Barber 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 49) is a Vice President of Carlyle Managers, Inc.,
the general partner of JMB/NYC.  Mr. Nickele 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 53) 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 $6,048,900 in 2001.  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 prior to the termination of the Partnership.

     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 2001, the Corporate General Partner of the Partnership was
due reimbursement for such expenses in the amount of $25,911, all of which
was paid at December 31, 2001.  Additionally, the General Partners are also
entitled to reimbursements for portfolio management, legal and accounting
services.  Such costs for 2001 were $103,086, of which $20,256 was unpaid
as of December 31, 2001.

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

                     <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
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-B.     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-C.     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-D.     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.

                  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.



<PAGE>


                  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.

                  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.


<PAGE>


                  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.
0-15962) 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. 0-15962) dated November 17, 1999.

                  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. 0-15962) dated November 17, 1999.



<PAGE>


                  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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962)
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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962) 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. 0-15962) dated November 10, 2000.

                  10.FF    Acknowledgment, Consent and Waiver between
Carlyle Real Estate Limited Partnership - XIV and ATC Realty, Inc. and
Wells Fargo Bank, N.A., Irrevocable Proxy regarding Carlyle Real Estate
Limited Partnership - XIV membership interests dated December 17, 2001, and
Letter agreement referencing the Irrevocable Proxy regarding Carlyle Real
Estate Limited Partnership - XIV membership interests dated December 17,
2001 is hereby incorporated by reference to the Partnership's Report on
Form 8-K (File No. 0-15962) dated December 17, 2001.


                  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.



<PAGE>


             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)  The following report on Form 8-K was filed since the
beginning of the last quarter of the period covered by this report.

                  The Partnership's report on Form 8-K for December 17,
2001 (File No. 0-15962) describing the plan of an affiliate of the lender
to foreclose on the Partnership's interest in the limited liability company
which owns the Wells Fargo Center - South Tower.

        No annual report for the year 2001 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 25, 2002

     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 25, 2002

                        NEIL G. BLUHM*
                By:     Neil G. Bluhm, President and Director
                Date:   March 25, 2002

                        H. RIGEL BARBER*
                By:     H. Rigel Barber, Chief Executive Officer
                Date:   March 25, 2002



                        GAILEN J. HULL
                By:     Gailen J. Hull, Senior Vice President and
                        Principal Accounting Officer
                Date:   March 25, 2002

                        A. LEE SACKS*
                By:     A. Lee Sacks, Director
                Date:   March 25, 2002

                        STUART C. NATHAN*
                By:     Stuart C. Nathan, Director
                Date:   March 25, 2002

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


                        GAILEN J. HULL
                By:     Gailen J. Hull, Attorney-in-Fact
                Date:   March 25, 2002


<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
          and second mortgage loan secured by
          the Louis Joliet Mall                     Yes

4-B.      Documents relating to the modification
          and extension of the mortgage loan
          secured by Wells Fargo-South Tower        Yes

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

4-D.      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

10-FF.    Acknowledgement, consent and Waiver
          between Carlyle Real Estate Partnership
          - XIV and ATC Realty, Inc. and Wells
          Fargo Bank, N.A.                          Yes

21.       List of Subsidiaries                      No

24.       Powers of Attorney                        No