SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549



                            FORM 10-K405\A

                            AMENDMENT NO. 1



           Filed pursuant to Section 12, 13, or 15(d) of the
                    Securities Exchange Act of 1934



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



     The undersigned registrant hereby amends the following sections of its
Report for December 31, 1996 on Form 10-K405 as set forth in the pages
attached hereto:

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

                          Pages 69 through 74


                  EXHIBIT INDEX AND EXHIBITS THERETO


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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)




                       By:   GAILEN J. HULL
                             Gailen J. Hull
                             Senior Vice President






Dated:  April 8, 1997







ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                PART IV

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

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

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

             (2)  Exhibits.

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

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

                  3-C.     Acknowledgement of rights and duties of the
General Partners of the Partnership between ABPP Associates, L.P. (a
successor Associated General Partner of the Partnership) and JMB Realty
Corporation as of December 31, 1995 is filed herewith.

                  3-D.     Acknowledgement of rights and duties of the
General Partners of the Partnership between ABPP Associates, L.P. (a
successor Associated General Partner of the Partnership) and JMB Realty
Corporation as of December 31, 1995 is filed herewith.

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

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

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

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

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






                                  69




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

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

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

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

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

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

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

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

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




                                  70




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

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

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

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

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

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

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




                                  71




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

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

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

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

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

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

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

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












                                  72




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

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

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

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

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

                  21.      List of Subsidiaries.

                  24.      Powers of Attorney.

                  27.      Financial Data Schedule.









































                                  73




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

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

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

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

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



















































                                  74




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                             EXHIBIT INDEX


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

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

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

3-C.      Acknowledgement of rights and duties 
          of the General Partners of the 
          Partnership between ABPP Associates, 
          L.P. (a successor Associated General 
          Partner of the Partnership) and 
          JMB Realty Corporation as of 
          December 31, 1995                         Yes

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

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

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

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

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

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

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

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

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

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




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                       EXHIBIT INDEX - CONTINUED


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

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

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

10-L.     Assumption Agreements dated October 14,
          1994 made by O&Y Equity Company, L.P.,
          and by O&Y NY Building Corp. and by
          JMB/NYC Office Building Associates, L.P.
          in favor and for the benefit of 2 Broadway
          Associates and 2 Broadway Land Company.   Yes
          
10-M.     Lockbox and forbearance agreements
          related to the mortgage note secured
          by the Wells Fargo Building.              Yes

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

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

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





             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                       EXHIBIT INDEX - CONTINUED


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

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

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

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

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

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

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

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

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

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





             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIV

                       EXHIBIT INDEX - CONTINUED


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

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

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

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

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

21.       List of Subsidiaries                       No

24.       Powers of Attorney                         No

27.       Financial Data Schedule                    No