SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549



                          FORM 10Q/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 - XI
     -----------------------------------------------------
    (Exact name of registrant as specified in its charter)



                                            IRS Employer Identification    

Commission File No. 0-10494                        No. 36-3102608




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

     Item 1.  Financial Statements.  Pages 3 through 10

     Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations.  Page 11

     Item 6.  Exhibits and Reports on Form 8-K.  Pages 13 and 14
              (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 - XI

                        By:    JMB Realty Corporation
                               (Corporate General Partner)


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




Dated:  May 8, 1997



<PAGE>

<TABLE>
PART I.  FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS
                         CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES

                                  CONSOLIDATED BALANCE SHEETS

                             MARCH 31, 1996 AND DECEMBER 31, 1995

                                          (UNAUDITED)

                                            ASSETS
                                            ------
<CAPTION>
                                                                  MARCH 31,    DECEMBER 31,
                                                                    1996          1995     
                                                                -------------  ----------- 
<S>                                                            <C>            <C>          
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . .   $  2,390,411    3,928,706 
  Rents and other receivables (net of allowance for 
    doubtful accounts of $1,351,622 and $1,524,496 at 
    March 31, 1996 and December 31, 1995, respectively). . . .        780,006    1,126,899 
  Escrow deposits and restricted funds . . . . . . . . . . . .      3,543,329    2,110,717 
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . .        666,541    1,184,253 
                                                                 ------------  ----------- 
          Total current assets . . . . . . . . . . . . . . . .      7,380,287    8,350,575 
                                                                 ------------  ----------- 

Mortgage notes receivable (net of reserve for 
 uncollectibility of $527,774) . . . . . . . . . . . . . . . .      2,067,695    2,067,695 
Investment properties, at cost:
    Land and leasehold interests . . . . . . . . . . . . . . .     17,654,091   17,654,091 
    Buildings and improvements . . . . . . . . . . . . . . . .    192,233,078  191,845,064 
                                                                 ------------  ----------- 
                                                                  209,887,169  209,499,155 
    Less accumulated depreciation. . . . . . . . . . . . . . .     83,513,791   81,997,627 
                                                                 ------------  ----------- 
        Total investment properties, net
          of accumulated depreciation. . . . . . . . . . . . .    126,373,378  127,501,528 

Investment in unconsolidated venture, at equity. . . . . . . .        602,570      547,381 
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . .      3,944,923    4,147,934 
Accrued rents receivable . . . . . . . . . . . . . . . . . . .      2,766,346    2,910,837 
Venture partners' deficits in ventures . . . . . . . . . . . .        406,331    8,905,564 
                                                                 ------------  ----------- 
                                                                 $143,541,530  154,431,514 
                                                                 ============  =========== 


<PAGE>

                         CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURES
                                  CONSOLIDATED BALANCE SHEETS

                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                     -----------------------------------------------------
                                                                  MARCH 31,    DECEMBER 31,
                                                                    1996          1995     
                                                                -------------  ----------- 
Current liabilities:
  Current portion of long-term debt. . . . . . . . . . . . . .   $ 28,274,605   28,216,001 
  Accounts payable . . . . . . . . . . . . . . . . . . . . . .      1,432,806    1,559,456 
  Unearned rents . . . . . . . . . . . . . . . . . . . . . . .        679,028      675,234 
  Accrued interest . . . . . . . . . . . . . . . . . . . . . .      2,064,738    2,270,877 
  Accrued real estate taxes. . . . . . . . . . . . . . . . . .        891,258    1,511,605 
                                                                 ------------  ----------- 
        Total current liabilities. . . . . . . . . . . . . . .     33,342,435   34,233,173 
Tenant security deposits . . . . . . . . . . . . . . . . . . .        215,319      222,353 
Long-term debt, less current portion . . . . . . . . . . . . .    128,882,029  128,508,546 
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . .        223,825      231,178 
                                                                 ------------  ----------- 
Commitments and contingencies

        Total liabilities. . . . . . . . . . . . . . . . . . .    162,663,608  163,195,250 

Deferred gain on sale of investment property . . . . . . . . .      2,067,695    2,067,695 
Venture partners' subordinated equity in ventures. . . . . . .      3,543,938    3,830,469 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . . . . . . . . . . . . . .          1,000        1,000 
    Cumulative net earnings (losses) . . . . . . . . . . . . .    (12,881,144) (12,478,272)
    Cumulative cash distributions. . . . . . . . . . . . . . .     (1,116,446)  (1,116,446)
                                                                 ------------  ----------- 
                                                                  (13,996,590) (13,593,718)
                                                                 ------------  ----------- 
  Limited partners:
    Capital contributions, net of offering costs . . . . . . .    121,935,233  121,935,233 
    Cumulative net earnings (losses) . . . . . . . . . . . . .    (87,604,379) (77,935,440)
    Cumulative cash distributions. . . . . . . . . . . . . . .    (45,067,975) (45,067,975)
                                                                 ------------  ----------- 
                                                                  (10,737,121)  (1,068,182)
                                                                 ------------  ----------- 
        Total partners' capital accounts (deficits). . . . . .    (24,733,711) (14,661,900)
                                                                 ------------  ----------- 
                                                                 $143,541,530  154,431,514 
                                                                 ============  =========== 
<FN>
                 See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>

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

                             CONSOLIDATED STATEMENTS OF OPERATIONS

                          THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                          (UNAUDITED)
<CAPTION>
                                                                     1996         1995     
                                                                -------------  ----------- 
<S>                                                            <C>            <C>          
Income:
  Rental income. . . . . . . . . . . . . . . . . . . . . . . .   $  8,252,436    8,737,707 
  Interest income. . . . . . . . . . . . . . . . . . . . . . .         46,304       36,930 
                                                                 ------------   ---------- 
                                                                    8,298,740    8,774,637 
                                                                 ------------   ---------- 
Expenses:
  Mortgage and other interest. . . . . . . . . . . . . . . . .      3,856,670    3,933,323 
  Depreciation . . . . . . . . . . . . . . . . . . . . . . . .      1,516,164    1,594,309 
  Property operating expenses. . . . . . . . . . . . . . . . .      4,397,737    4,081,413 
  Professional services. . . . . . . . . . . . . . . . . . . .         95,670       85,100 
  Amortization of deferred expenses. . . . . . . . . . . . . .        262,171      246,969 
  General and administrative . . . . . . . . . . . . . . . . .         84,625       71,818 
  Provision for unrealizable venture partner deficit . . . . .      8,500,000        --    
                                                                 ------------   ---------- 
                                                                   18,713,037   10,012,932 
                                                                 ------------   ---------- 
        Operating earnings (loss). . . . . . . . . . . . . . .    (10,414,297)  (1,238,295)

Partnership's share of operations of 
  unconsolidated venture . . . . . . . . . . . . . . . . . . .         55,189      (50,854)
Venture partners' share of ventures' 
  operations . . . . . . . . . . . . . . . . . . . . . . . . .        287,297      554,190 
                                                                 ------------   ---------- 
        Net earnings (loss). . . . . . . . . . . . . . . . . .   $(10,071,811)    (734,959)
                                                                 ============   ========== 
        Net earnings (loss) per limited partnership interest .   $     (70.36)       (5.13)
                                                                 ============   ========== 
        Cash distributions per limited partnership interest. .   $      --           --    
                                                                 ============   ========== 




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


<PAGE>

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

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                          THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                          (UNAUDITED)

<CAPTION>
                                                                      1996           1995    
                                                                  ------------   ----------- 
<S>                                                              <C>            <C>          
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . .$(10,071,811)     (734,959)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation . . . . . . . . . . . . . . . . . . . . . . . . .   1,516,164     1,594,309 
    Amortization of deferred expenses. . . . . . . . . . . . . . .     262,171       246,969 
    Long-term debt - deferred accrued interest . . . . . . . . . .     546,492        69,720 
    Partnership's share of operations of unconsolidated 
      venture. . . . . . . . . . . . . . . . . . . . . . . . . . .     (55,189)       50,854 
    Venture partner's share of venture's operations. . . . . . . .    (287,297)     (554,190)
    Provision for unrealizable venture partner deficit . . . . . .   8,500,000         --    
  Changes in:
    Rents and other receivables. . . . . . . . . . . . . . . . . .     346,893      (234,107)
    Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . .     517,712        27,799 
    Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . .  (1,432,612)        5,012 
    Accrued rents receivable . . . . . . . . . . . . . . . . . . .     144,491      (121,592)
    Accounts payable . . . . . . . . . . . . . . . . . . . . . . .    (126,650)     (184,887)
    Unearned rents . . . . . . . . . . . . . . . . . . . . . . . .       3,794      (158,624)
    Accrued interest . . . . . . . . . . . . . . . . . . . . . . .    (206,139)      228,955 
    Accrued real estate taxes. . . . . . . . . . . . . . . . . . .    (620,347)     (612,686)
    Tenant security deposits . . . . . . . . . . . . . . . . . . .      (7,034)       (3,341)
    Deferred revenue . . . . . . . . . . . . . . . . . . . . . . .      (7,353)        --    
                                                                  ------------   ----------- 
        Net cash provided by (used in) operating activities. . . .    (976,715)     (380,768)
                                                                  ------------   ----------- 
Cash flows from investing activities:
  Net sales (purchases) and maturities of short-term investments .       --          944,164 
  Additions to investment properties . . . . . . . . . . . . . . .    (388,015)     (442,566)
  Payment of deferred expenses . . . . . . . . . . . . . . . . . .     (59,160)      (35,753)
                                                                  ------------   ----------- 
        Net cash provided by (used in) investing activities. . . .    (447,175)      465,845 
                                                                  ------------   ----------- 


<PAGE>

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

                       CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



                                                                      1996           1995    
                                                                  ------------   ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt . . . . . . . . . . . . . .    (114,405)     (101,556)
                                                                  ------------   ----------- 
          Net cash provided by (used in) financing activities. . .    (114,405)     (101,556)
                                                                  ------------   ----------- 
          Net increase (decrease) in cash and
            cash equivalents . . . . . . . . . . . . . . . . . . .  (1,538,295)      (16,479)

          Cash and cash equivalents, beginning of year . . . . . .   3,928,706     2,102,788 
                                                                  ------------   ----------- 

          Cash and cash equivalents, end of period . . . . . . . .$  2,390,411     2,086,309 
                                                                  ============   =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest. . . . . . . . . . . .$  3,516,317     3,634,648 
                                                                  ============   =========== 
  Non-cash investing and financing activities. . . . . . . . . . .$      --            --    
                                                                  ============   =========== 



















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


<PAGE>

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

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    MARCH 31, 1996 AND 1995

                          (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995, which
are included in the Partnership's 1995 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

     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. 121 was adopted by the
Partnership on January 1, 1996.


TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments.  Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of March 31, 1996 and for the three months ended March
31, 1996 and 1995 are as follows:

                                                   Unpaid at  
                                                   March 31,  
                               1996      1995        1996     
                             -------    ------   -------------
Property management 
 and leasing fees. . . . .   $57,461    82,870         --     
Insurance commissions, 
 management fees to 
 corporate general 
 partner and reimburse-
 ment (at cost) for 
 out-of-pocket 
 expenses. . . . . . . . .    18,726     3,222        48,757  
                             -------    ------        ------  

                             $76,187    86,092        48,757  
                             =======    ======        ======  




<PAGE>

RIVERFRONT OFFICE BUILDING

     The restructured loan secured by the building and improvements
requires that net cash flow after debt service and capital be paid into an
escrow account controlled by the lender to be used for future operating
shortfalls, principal payments and costs associated with additional leasing
as approved by the lender.  The agreement further prohibits the venture
owning the property from distributing excess cash flow after full funding
of the escrow accounts.  Such excess funds are to be retained for operating
shortfalls, principal payments and costs associated with additional leasing
as approved by the lender prior to withdrawing escrow deposits.

     Keystone Investors, occupying approximately 25% of Riverfront's net
rentable area, will vacate upon its scheduled lease expiration in September
1996.

     In addition,  as a condition of the loan restructure discussed above,
the ground lease was amended and provides for the deferral of any and all
ground lease payments from February 1993 until the earlier of any future
mortgage loan prepayment date (resulting from a sale or refinancing of the
property) or December 31, 2007.  The ground lessor is a general partner of
the venture partner.  At March 31, 1996, the total amount of ground lease
payments in arrears is approximately $570,000.

     As a result of the adoption of SFAS 121, the Partnership recorded a
provision for unrealizable venture partner deficit of $8,500,000 as a
result of the uncertainty of the Partnership recovering the deficit capital
account from future operations and ultimate sale of the property.  Such
provision was recorded in 1996 based upon an analysis of the property's
discounted estimated future cash flows over the projected holding period
and was recorded to reduce the venture partner's deficit account to its
then estimated recoverable amount.  In addition, no additional venture
losses have been allocated to the venture partner for 1996.  Riverfront is
not considered a source of future liquidity to the Partnership.


767 THIRD AVENUE OFFICE BUILDING

     Occupancy at the property is 96% at March 31, 1996.  In 1996 and 1997,
expiration of tenant leases will be approximately 24% and 12%,
respectively.  There is no assurance that the expiring tenants can be
retained.  The Partnership is obligated to fund its share of the net cash
flow deficits resulting from costs associated with any leasing activity at
the property.

     Vacancy rates in Midtown Manhattan (the sub-market for this property)
remain high and the increased competition for tenants has resulted in
reduced effective rental rates.  The adverse market conditions and the
negative impact of effective rental rates are expected to continue over the
next few years.


MALL OF MEMPHIS

     During the first quarter of 1996, an increase in vacancies of
approximately 5% of the gross leasable area of the mall is due to tenant
bankruptcies and liquidations.  Expiration of tenant leases will be
approximately 13% and 12%, in 1996 and 1997, respectively.  There is no
assurance that the tenants with expiring leases can be retained.

     Pursuant to the terms of the note payable to the former venture
partner, the Partnership has guaranteed a $300,000 payment payable on June
1, 1996.




<PAGE>

SCOTLAND YARD - PHASE I AND II AND EL DORADO VIEW APARTMENT COMPLEXES

     The lender has the right to call the loans securing the properties (at
par) at any time after January 1, 1996.  Although no such notification has
been received as of the date of this report and the Partnership has
received no such indication that such notification is imminent, the
Partnership may assign title to the properties to the lender in
satisfaction of the loans if the Partnership is unsuccessful in selling or
refinancing the properties prior to the lender exercising its rights to
call the loans.  As a result, the Partnership would recognize a net gain
for financial reporting and Federal income tax purposes with no
corresponding distributable proceeds.  The Partnership entered into sales
contracts from an independent third party to purchase the properties. 
However, these contracts have expired without consummation of the sale and
as of the date of this report, it is not anticipated that the purchaser
will continue efforts to purchase the apartment complexes.  The Partnership
continues to market the apartment complexes for sale, there can be no
assurance that a satisfactory sales transaction will be completed in 1996.


ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1996 and for the three months ended March 31, 1996 and 1995.



<PAGE>

PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.

     At March 31, 1996, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $2,390,000.  Such funds have
been retained for working capital requirements including the Partnership's
portion of the anticipated net cash flow deficits and potential leasing
costs at the Mall of Memphis, 767 Third Avenue Office Building, National
City Center Office Building and Scotland Yard Phases I and II.

     Based upon current market conditions, the Partnership may not commit
any significant additional amounts to any of the properties which are
incurring, or in the future do incur, operating deficits or deficits to
underlying mortgage holders.

     Although the Partnership expects to distribute sale proceeds from the
disposition of certain of the Partnership's remaining assets, without a
dramatic improvement in market conditions, the Limited Partners will
receive significantly less than their original investment.  The General
Partners of the Partnership expect to be able to conduct an orderly
liquidation of the remaining investment portfolio as quickly as
practicable.  Therefore, the affairs of the Partnership are expected to be
wound up no later than December 31, 1999 (sooner if the properties are sold
in the nearer term), barring unforeseen economic developments.

RESULTS OF OPERATIONS

     The decrease in cash and cash equivalents at March 31, 1996 as
compared to December 31, 1995 is primarily due to the funding of operating
deficits at certain of the Partnership's investments.

     The decrease in prepaid expenses and the increase in escrow deposits
at March 31, 1996 as compared to December 31, 1995 is due to the
amortization of prepaid real estate taxes and the establishment of a real
estate tax escrow account for 767 Third Avenue.  The remaining increase in
escrow deposits is primarily due to fundings to the capital escrow accounts
at Riverfront pursuant to the terms of the mortgage loan.

     The decrease in venture partners' deficits in ventures at March 31,
1996 as compared to December 31, 1995 is due to the $8,500,000 provision
for unrealizable venture partner's deficit recorded as of January 1, 1996
related to the Riverfront office building.

     The decrease in accrued interest and accrued real estate taxes at
March 31, 1996 as compared to December 31, 1995 is due to the timing of
payments of contingent mortgage interest and real estate taxes at the Mall
of Memphis, El Dorado View and Scotland Yard I and II.

     The decrease in rental income for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 is primarily due
to reduced occupancy in 1996 at the Mall of Memphis.




<PAGE>

ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K

  Response:

  (a)    Exhibits:

     3-A.    The Prospectus of the Partnership dated May 8, 1981, as
supplemented on July 27, 1981, October 9, 1981, November 5, 1981, December
10, 1981, February 19, 1982 and April 23, 1982, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Report on Form 10-K
for December 31, 1992 of the Securities Exchange Act of 1934 (File No. 0-
10494) filed on March 19, 1993.

     3-B.    Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which agreement is hereby
incorporated by reference to Exhibit 3-B to the Partnership's Report on
Form 10-K for December 31, 1992 of the Securities Exchange Act of 1934
(File No. 0-10494) filed on March 19, 1993.

     4-A.    Long-term debt modification relating to the 767 Third
Avenue Office Building in New York, New York is hereby incorporated by
reference to Exhibit 4-A to the Partnership's Report on Form 10-K (File No.
0-10494) for December 31, 1994 dated on March 27, 1995.

     4-B.    Mortgage loan documents secured by the Mall of Memphis in
Memphis, Tennessee are hereby incorporated by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 2 to
Form S-11 (File No. 2-70724) dated May 8, 1981.

     4-C.    First through third mortgage loan documents secured by the
Riverfront Office Building in Cambridge, Massachusetts are hereby
incorporated by reference to the Partnership's Registration Statement on
Post-Effective Amendment No. 3 to Form S-11 (File No. 2-70724) dated May 8,
1981.

     4-D.    Fourth mortgage loan document secured by the Riverfront
Office Building in Cambridge, Massachusetts is hereby incorporated by
reference to Exhibit 4-D to the Partnership's Report on Form 10-K for
December 31, 1992 of the Securities Exchange Act of 1934 (File No. 0-10494)
filed on March 19, 1993.

     4-E.    Deed of trust note document dated March 31, 1993 secured by
the Mall of Memphis in Memphis, Tennessee is hereby incorporated by
reference to Exhibit 4-E to the Partnership's Report on Form 10-K for
December 31, 1994 dated on March 27, 1995.

     10-A.   Acquisition documents relating to the purchase by the
Partnership of an interest in the 767 Third Avenue Office Building in New
York, New York are hereby incorporated by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 to Form S-11 (File
No. 2-70724) dated May 8, 1981.

     10-B.   Acquisition documents relating to the purchase by the
Partnership of an interest in the Mall of Memphis in Memphis, Tennessee are
hereby incorporated by reference to the Partnership's Registration
Statement on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-70724)
dated May 8, 1981.



<PAGE>

     10-C.   Acquisition documents relating to the purchase by the
Partnership of an interest in the Riverfront Office Building in Cambridge,
Massachusetts are hereby incorporated by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No 2-70724) dated May 8, 1981.

     10-D.   Amended and Restated Promissory Note, dated April 30, 1994
between Carlyle/National City Associates and New York Life Insurance
Company relating to the National City Center Office Building is hereby
incorporated by reference to the Partnership's report for June 30, 1994 on
Form 10-Q (File No. 0-10494) dated August 12, 1994.

     10-E.   Acquisition documents relating to the purchase by the
Partnership of the venture partner's interest in the Mall of Memphis in
Memphis, Tennessee incorporated by reference to the Partnership's report
for September 30, 1995 on Form 10-Q (File No. 0-10494) dated November 9,
1995.

     27.     Financial Data Schedule


  (b)    No Reports on Form 8-K have been filed for the quarter covered
by this report.