SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549



                               FORM 10-Q



              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended June 30, 1997          Commission file #0-12791  




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




       Illinois                           36-3207212
(State of organization)        (IRS Employer Identification No.)




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




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




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      



<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements . . . . . . . . . . . . . . .     3

Item 2.    Management's Discussion and Analysis of 
           Financial Condition and Results of 
           Operations . . . . . . . . . . . . . . . . . . . .    15



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    17

Item 3.    Defaults upon Senior Securities. . . . . . . . . .    17

Item 5.    Other Information. . . . . . . . . . . . . . . . .    18

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    19



<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                         CONSOLIDATED BALANCE SHEETS
                                     JUNE 30, 1997 AND DECEMBER 31, 1996
                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                              JUNE 30,      DECEMBER 31,
                                                                                1997           1996     
                                                                           -------------    ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .     $  4,008,517      6,030,217 
  Short-term investments. . . . . . . . . . . . . . . . . . . . . . . .          374,085        374,085 
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . .          487,458      1,055,386 
  Rents and other receivables . . . . . . . . . . . . . . . . . . . . .        1,847,053      2,576,860 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .            --           262,562 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,596,517     11,435,274 
                                                                            ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .        8,313,630     21,734,384 
                                                                            ------------   ------------ 
Investment properties held for sale or disposition. . . . . . . . . . .       66,487,818    238,208,441 
                                                                            ------------   ------------ 

Investment in unconsolidated ventures, at equity. . . . . . . . . . . .          432,957        432,357 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,788,326      5,133,689 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .          465,735        447,345 
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . .          141,105     14,639,364 
                                                                            ------------   ------------ 
                                                                            $ 77,629,571    280,595,580 
                                                                            ============   ============ 


<PAGE>


                               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                           (a limited partnership)
                                          and Consolidated Ventures
                                   Consolidated Balance Sheets (Continued)

                            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                            -----------------------------------------------------
                                                                              JUNE 30,      DECEMBER 31,
                                                                               1997            1996     
                                                                           -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .     $ 79,069,906     39,232,585 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .        1,027,618      3,434,187 
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . .        2,038,664      4,238,789 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .          375,699      1,633,263 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .       16,419,922     17,431,535 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .        1,366,659      1,475,510 
                                                                            ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . . .      100,298,468     67,445,869 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .          663,362        800,941 
Investment in unconsolidated venture, at equity . . . . . . . . . . . .        4,198,384      4,265,510 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .       22,806,756    384,098,834 
                                                                            ------------   ------------ 
Commitments and contingencies 

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .      127,966,970    456,611,154 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            1,000          1,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (18,570,209)   (19,776,680)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (1,149,967)    (1,149,967)
                                                                            ------------   ------------ 
                                                                             (19,719,176)   (20,925,647)
                                                                            ------------   ------------ 
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . . .      326,224,167    326,224,167 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .     (315,883,973)  (440,355,677)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (40,958,417)   (40,958,417)
                                                                            ------------   ------------ 
                                                                             (30,618,223)  (155,089,927)
                                                                            ------------   ------------ 
        Total partners' deficits. . . . . . . . . . . . . . . . . . . .      (50,337,399)  (176,015,574)
                                                                            ------------   ------------ 
                                                                            $ 77,629,571    280,595,580 
                                                                            ============   ============ 


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


<PAGE>


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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                              THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                                 (UNAUDITED)

<CAPTION>
                                                      THREE MONTHS ENDED           SIX MONTHS ENDED      
                                                           JUNE 30                      JUNE 30          
                                                  -------------------------- --------------------------- 
                                                       1997          1996          1997         1996     
                                                   -----------    ----------  ------------   ----------- 
<S>                                               <C>            <C>         <C>            <C>          
Income:
  Rental income . . . . . . . . . . . . . . . . .  $ 5,728,607    17,099,082    10,844,126    34,373,882 
  Interest income . . . . . . . . . . . . . . . .      104,126       226,024       201,886       357,269 
                                                   -----------   -----------   -----------   ----------- 
                                                     5,832,733    17,325,106    11,046,012    34,731,151 
                                                   -----------   -----------   -----------   ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . . .    2,475,828    10,026,822     5,310,934    19,866,610 
  Depreciation. . . . . . . . . . . . . . . . . .        --        3,054,607         --        6,492,200 
  Property operating expenses . . . . . . . . . .    3,583,107     9,762,021     6,343,902    18,428,503 
  Professional services . . . . . . . . . . . . .      177,974        75,956       223,388       174,218 
  Amortization of deferred expenses . . . . . . .      224,689       377,314       456,998       746,289 
  General and administrative. . . . . . . . . . .      279,519       169,354       449,361       402,572 
  Provision for value impairment. . . . . . . . .        --            --            --       13,100,000 
                                                   -----------   -----------   -----------   ----------- 
                                                     6,741,117    23,466,074    12,784,583    59,210,392 
                                                   -----------   -----------   -----------   ----------- 
        Operating earnings (loss) . . . . . . . .     (908,384)   (6,140,968)   (1,738,571)  (24,479,241)
Partnership's share of gain (loss) from
  operations of unconsolidated ventures . . . . .       27,994    (1,754,971)       61,557    (3,152,727)
Venture partners' share of earnings (loss)
  from ventures' operations . . . . . . . . . . .        --          880,476         --        1,833,417 
                                                   -----------   -----------   -----------   ----------- 
        Net operating earnings (loss) . . . . . .     (880,390)   (7,015,463)   (1,677,014)  (25,798,551)
Gain on sale or disposition of 
  investment properties, net of 
  venture partner's share . . . . . . . . . . . .        --            --       72,171,405         --    
                                                   -----------   -----------   -----------   ----------- 
        Net earnings (loss) before
          extraordinary item. . . . . . . . . . .     (880,390)   (7,015,463)   70,494,391   (25,798,551)
Extraordinary item. . . . . . . . . . . . . . . .        --            --       55,183,784         --    
                                                   -----------   -----------   -----------   ----------- 
        Net earnings (loss) . . . . . . . . . . .  $  (880,390)   (7,015,463)  125,678,175   (25,798,551)
                                                   ===========   ===========   ===========   =========== 


<PAGE>


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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                      THREE MONTHS ENDED           SIX MONTHS ENDED      
                                                           JUNE 30                      JUNE 30          
                                                  -------------------------- --------------------------- 
                                                       1997          1996          1997          1996    
                                                   -----------    ----------  ------------   ----------- 

        Net earnings (loss) per 
         limited partnership interest:
          Net operating earnings (loss) . . . . . $      (2.31)       (18.39)        (4.40)       (67.64)
          Gain on sale or disposition of
            investment properties, net of
            venture partners' share . . . . . . .        --            --           195.21         --    
          Extraordinary item. . . . . . . . . . .        --            --           149.26         --    
                                                  ------------    ----------   -----------   ----------- 
              Net earnings (loss) . . . . . . . . $      (2.31)       (18.39)       340.07        (67.64)
                                                  ============    ==========   ===========   =========== 

        Cash distributions per limited 
          partnership interest. . . . . . . . . . $      --            --            --            --    
                                                  ============    ==========   ===========   =========== 




















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


<PAGE>


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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1997             1996    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $125,678,175     (25,798,551)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         --          6,492,200 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .       456,998         746,289 
    Amortization of discount on long-term debt. . . . . . . . . . . . . . .        80,785          71,692 
    Partnership's share of operations of unconsolidated 
      ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (61,557)      3,152,727 
    Venture partners' share of loss from ventures' 
      operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         --         (1,833,417)
    Gain on sale or disposition of investment properties,
      net of venture partners' share. . . . . . . . . . . . . . . . . . . .   (72,171,405)          --    
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .       629,639       6,489,314 
    Provision for value impairment. . . . . . . . . . . . . . . . . . . . .         --         13,100,000 
    Working capital decrease related to sale of interest in 
      investment property . . . . . . . . . . . . . . . . . . . . . . . . .    (2,318,702)          --    
    Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . .   (55,183,784)          --    
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . .       567,928        (967,304)
    Rents and other receivables . . . . . . . . . . . . . . . . . . . . . .        (6,783)       (710,782)
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .       128,973         261,810 
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (68,446)       (520,316)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .       (18,390)         18,119 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,247,827)        799,450 
    Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . .    (1,015,306)        131,086 
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (545)      1,068,547 
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,192,077       1,618,291 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .      (108,851)        274,548 
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .        20,821         632,810 
                                                                             ------------     ----------- 
        Net cash provided by (used in) operating activities . . . . . . . .    (2,446,200)      5,026,513 
                                                                             ------------     ----------- 



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                                 1997             1996    
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Proceeds from sale of investment property, net of selling expenses. . . .     1,608,453           --    
  Net sales and maturities (purchases) of short-term investments. . . . . .         --          2,194,244 
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .      (718,365)     (3,342,513)
  Partnership's distribution from unconsolidated ventures . . . . . . . . .         --            262,500 
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .          (600)          --    
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .      (184,881)       (651,504)
                                                                             ------------     ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .       704,607      (1,537,273)
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .      (280,107)       (317,073)
                                                                             ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .      (280,107)       (317,073)
                                                                             ------------     ----------- 
        Net increase (decrease) in cash and cash equivalents. . . . . . . .    (2,021,700)      3,172,167 
        Cash and cash equivalents, beginning of year. . . . . . . . . . . .     6,030,217       5,908,236 
                                                                             ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .  $  4,008,517       9,080,403 
                                                                             ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $  2,082,897      10,404,371 
                                                                             ============     =========== 
  Non-cash investing and financing activities:
    Reduction of fixed assets, net of accumulated depreciation. . . . . . .  $172,438,988           --    
    Reduction of working capital. . . . . . . . . . . . . . . . . . . . . .     9,495,504           --    
    Reduction of security deposits. . . . . . . . . . . . . . . . . . . . .      (158,400)          --    
    Reduction of deferred expenses. . . . . . . . . . . . . . . . . . . . .     3,073,245           --    
    Reduction of long-term debt . . . . . . . . . . . . . . . . . . . . . .  (325,088,763)          --    
    Venture partners' share of gain . . . . . . . . . . . . . . . . . . . .    14,492,690           --    
    Gain on sale or disposition of interest in investment properties,
      net of venture partners' share. . . . . . . . . . . . . . . . . . . .    72,171,405           --    
    Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . .    55,183,784           --    
                                                                             ------------    ------------ 
        Cash sales proceeds from sale of investment properties,
          net of selling expenses . . . . . . . . . . . . . . . . . . . . .  $  1,608,453           --    
                                                                             ============    ============ 


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


<PAGE>


            CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                        A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        JUNE 30, 1997 AND 1996

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-12791) filed on March 21, 1997, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1996 Annual Report on Form 10-K.

     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.

     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" as required in the first
quarter of 1996.  The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security.  In accordance with SFAS
121, any properties identified as "held for sale or disposition" are no
longer depreciated.

     As of or during the year ended December 31, 1996, all the
Partnership's remaining consolidated properties were classified as held for
sale or disposition.  The net results of operations for the six months
ended June 30, 1997 and 1996 for consolidated properties classified as held
for sale or disposition or sold or disposed of during the past two years
were $(1,738,571) and $(22,645,824), respectively.  In addition, the
accompanying consolidated financial statements include $61,557 and
$(3,152,727), respectively, of the Partnership's share of total property
operations of $(1,677,014) and $(25,798,551) for unconsolidated properties
for the six months ended June 30, 1997 and 1996, respectively, which are
held for sale or disposition or have been sold or disposed of during the
past two years.

     During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued.  As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.



<PAGE>


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 and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investment properties.  Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates as of June 30, 1997 and for the
six months ended June 30, 1997 and 1996 were as follows:

                                                            Unpaid at 
                                                            June 30,  
                                   1997       1996            1997    
                                 --------   ---------       --------- 
Property management 
 and leasing fees . . . . . .    $ 89,529     855,022       1,321,503 
Insurance commissions . . . .      36,696      60,249           --    
Reimbursement (at cost) 
 for out-of-pocket salary 
 and salary-related
 expenses related to the 
 on-site and other costs
 for the Partnership and 
 its investment properties. .      87,343      94,260          54,480 
                                 --------   ---------       --------- 
                                 $213,568   1,009,531       1,375,983 
                                 ========   =========       ========= 

     Payment of certain pre-1993 property management and leasing fees
payable under the terms of the management agreements ($1,321,503 or approx-
imately $4 per $1,000 Interest at June 30, 1997) has been deferred.  All
amounts deferred or currently payable do not bear interest and are expected
to be paid in future periods.  All property management fees and leasing
fees are being paid currently.  In April 1997, the Partnership paid
$1,500,000 of previously deferred leasing fees to an affiliate of the
General Partner.

     The Partnership is obligated to fund, on demand, $200,000 and $200,000
to Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, of
additional paid-in capital (reflected in amounts due to affiliates in the
accompanying financial statements).  As of June 30, 1997, these obligations
bore interest at 5.75% per annum and cumulative interest accrued on these
obligations was $255,308.

     As discussed below in regard to Copley Place, in January 1997, the
Partnership paid its share of certain Deficit Loans and made a discounted
pay-off of a note with an outstanding balance of $89,000,000 in connection
with the sale of the Partnership's interest in Copley Place Associates. 
The holders of the Deficit Loans and the note are affiliates of the
Corporate General Partner.

JMB/NYC

     As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties").  The new ownership structure gives control of the
Properties to a real estate investment trust ("REIT").  JMB/NYC has, under
certain limited circumstances, through January 1, 2001 rights of consent
regarding sale of the Properties or the consummation of certain other
transactions that significantly reduce indebtedness of the Properties.



<PAGE>


     The Affiliated Partners entered into a joint and several obligation to
indemnify, through a date no later than January 2, 2001, the REIT to the
extent of $25 million to ensure their compliance with the terms and
conditions relating to JMB/NYC's indirect limited partnership interest in
the restructured and reorganized joint ventures that own the Properties. 
The Affiliated Partners contributed approximately $7.8 million (of which
the Partnership's share was approximately $1.9 million) to JMB/NYC, which
was deposited into an escrow account as collateral for such
indemnification.  These funds have been invested in stripped U.S.
Government obligations with a maturity date of February 15, 2001. The
provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the operations of the REIT.  Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely.  Therefore, the Partnership expects its share of the collateral
to be returned at the termination of the indemnification agreement
including interest earned on the government obligations.

     The Partnership's share of income from JMB/NYC for the period ending
June 30, 1997, consists of interest income earned on amounts contributed by
the Partnership which are held in escrow by JMB/NYC and reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement.  The Partnership does not recognize its
share of interest expense accruing on the JMB/NYC purchase note due to the
non-recourse nature of the note and that repayment of the outstanding
balance of the note (including accrued interest) is dependent on cash flow
from the Properties.

     COPLEY PLACE

     On January 23, 1997, through a series of transactions, the Partnership
sold its entire partnership interest in Copley Place Associates.

     The Partnership's outstanding obligations on the $20,000,000 purchase
price note (the "Note") which had a balance, including accrued and unpaid
interest, of approximately $89,000,000 and for the $13,648,000 loans (the
"Deficit Loans"), which including accrued and unpaid interest, aggregated
approximately $17,942,000, and the projected continuing accruals of
additional interest on such amounts made it unlikely that the Partnership's
interest in Copley Place Associates would ever be sold for an amount which
would result in any net proceeds to the Partnership.  In order to provide
the Partnership with incentive to consummate the sale of its interest, the
joint venture partner, the holder of the Note and the Partnership executed
an agreement whereby the net proceeds were distributed in a manner which
permitted the Partnership to satisfy its obligations relative to the Note
and the Deficit Loans and still realize some modest cash proceeds.  In
addition, the holder of the Note agreed on a discounted payoff of the Note.

In general, the Partnership received $43,900,000 of sale proceeds, of which
$34,000,000 was remitted to the holder of the Note as payment in full
satisfaction of the Note.  As a result, the Partnership was relieved of an
approximately $55,000,000 additional obligation on the Note.  The
Partnership's 50% share of the obligation under the Deficit Loans were next
satisfied in full out of the Partnership's remaining sale proceeds.  After
the repayment of the Note and Deficit Loans, as discussed above, the
Partnership's remaining net proceeds amounted to approximately $929,000,
all of which was received in cash at closing.

     The effect on the Partnership's consolidated financial statements as a
result of the sale is to eliminate the Partnership's investment in Copley
Place Associates and to recognize a gain on sale of the Partnership's
interest in the consolidated venture of approximately $71,629,613 for
financial reporting purposes.  In addition, as a result of the discounted
payoff granted by the holder of the Note, the Partnership recognized an
extraordinary gain of $55,183,784 for financial reporting purposes.  In
1997, the Partnership expects to recognize a gain on the sale of
approximately $171,500,000 for Federal income tax purposes.



<PAGE>


     SHERRY LANE PLACE

     All excess cash flow is remitted to the lender as additional debt
service on the modified mortgage.

     In July 1997, the Partnership entered into a contract to sell the
property to an unaffiliated buyer with an anticipated closing in the fourth
quarter of 1997.  If the sale is consummated under the contract terms, the
Partnership would recognize a gain for financial reporting and Federal
income tax purposes.  Closing of the sale is subject to the satisfaction of
various conditions, and there is no assurance that a sale of the property
pursuant to the contract terms or any other terms will be consummated.

     MICHAEL'S AURORA PLAZA (MARSHALL'S)

     In February 1996, the Partnership was notified by TJX, the new owner
of the Marshall's store, of its intent to sublease or assign its lease as
permitted by Marshall's lease agreement.  The Partnership was working with
TJX to secure another tenant for its 28,000 square foot store and had
issued a proposal for a replacement tenant.  In May 1996, the Partnership
was notified that an agreement in principle was reached between TJX and
Michael's, a national retailer specializing in crafts and hobby supplies,
whereby TJX would assign its lease to Michael's.  Subsequently, in February
1997, a sublease was executed between the parties.  The new tenant opened
in June 1997.

     In October 1996, the Partnership initiated discussions with the first
mortgage lender for a short-term extension of the mortgage loan which had
been scheduled to mature in November 1996.  The lender agreed to a short-
term loan extension until June 2, 1997.  In June 1997, the Partnership
initiated discussions with the lender for a further extension of the
mortgage loan.  The lender agreed to a short-term loan extension to
September 1, 1997.  As a form of a fee for extending the loan's maturity
date, the annual interest rate of the mortgage loan has been increased to a
rate of 9.375% from June 2, 1997 to September 1, 1997.  Although there can
be no assurance, due to the agreement for the sale of the property reached
as described below, the Partnership anticipates being able to further
extend the mortgage loan at maturity on a short-term basis until the
scheduled closing date of the sale.

     In July 1997, the Partnership entered into a contract to sell the
property (with an anticipated closing in the fourth quarter of 1997) to an
unaffiliated buyer.  Closing of the sale is subject to the satisfaction of
various conditions, and there is no assurance that a sale of the property
pursuant to the contract terms or any other terms will be consummated.  If
the sale is consummated under the contract terms, the Partnership would
recognize a gain for financial reporting and Federal income tax purposes.

     FIRST TENNESSEE PLAZA (PLAZA TOWER)

     In accordance with the terms of the 1995 refinancing of the First
Tennessee Plaza Office Building, the Partnership is obligated to deposit
into escrow $100,000 annually for five years to cover future tenant
improvement obligations pursuant to a lease executed with a major tenant
effective April 1996.  Should the current tenant lease be terminated or
amended such that the Partnership's obligation to the tenant is eliminated,
such escrowed funds (plus interest earned thereon) would be released to the
Partnership.

     The property is expected to operate at the break-even level for 1997. 
This is primarily the result of an approximately $535,000 lobby renovation
that was completed in June, 1997.  The Partnership is currently negotiating
a contract for the sale of this property.



<PAGE>


     CARROLLWOOD STATION APARTMENTS

     In September 1993, the venture refinanced the mortgage loan with an
unaffiliated third party.  The venture was obligated to establish an escrow
account for future capital improvements.  The escrow account was initially
funded by the Partnership's capital contribution to the venture and is
subsequently funded by the operations of the venture.  As of the date of
this report, the escrow account has a balance of approximately $118,000 and
no amounts have been withdrawn.

     In April 1996, the property manager (an affiliate of the Partnership's
joint venture partner in the property) notified the Partnership of
potential sub-terranean termite damage at the property.  This damage was
discovered as a result of a wood replacement project that was undertaken to
prepare the property to market for sale.  The exterminating company that
had been treating the property for several years was notified of the
extensive damage and was negotiating with the property manager and the
venture partner its liability regarding the damage.  The joint venture and
the exterminating company then commenced negotiating a settlement.  In
December 1996, the exterminating company notified the Partnership of its
desire to schedule a mediation between the parties in order to resolve
certain disputes regarding the repair costs.  During 1997, the joint
venture and the exterminating company agreed on a settlement payment to the
joint venture, which was received in full in April 1997.  Such amount and
the related costs of repair have been reflected in the accompanying
consolidated financial statements.  Upon receipt of the settlement amount,
the joint venture commenced the tear-out and reconstruction of the
remainder of the property, which was completed in July 1997.  The amount
received from the settlement covered substantially all costs of repair. 
The joint venture has begun the active marketing of the property for sale.

     LONG BEACH PLAZA

     The Partnership has not remitted all of the scheduled debt service
payments for the mortgage loan secured by the Long Beach Plaza Shopping
Center since June 1993.  Accordingly, the combined balances of the mortgage
note and related accrued interest of approximately $49,816,000 at June 30,
1997 and approximately $47,624,000 at December 31, 1996 are in default and
have been classified as current liabilities in the accompanying
consolidated financial statements.  The Partnership had initiated
discussions with the first mortgage lender regarding a modification of its
mortgage loan secured by the property, which was originally due in June
1994.  The lender agreed to a short-term loan extension until August 31,
1995.  The Partnership has been unable to secure a modification or further
extension to the loan.  The Partnership decided not to commit any
significant additional amounts to the property.  In March 1996, a receiver
was appointed for the benefit of the lender.  As a result, the Partnership
was required to submit to the lender approximately $1,000,000 of prior
years' cash generated from the property.  Title to the property is
currently expected to be transferred in 1997 as a formal notice of the
lender's intent to realize upon its security was received by the
Partnership in March, 1997.  This will result in the Partnership no longer
having an ownership interest in the property and will result in gain for
financial reporting and Federal income tax purposes to the Partnership with
no corresponding distributable proceeds in 1997.

     On adoption of SFAS 121 as described above, the Partnership recorded a
provision for value impairment of $13,100,000 as of January 1, 1996 to
reflect the then estimated fair value of the property based upon the use of
an appropriate capitalization rate on the property's net operating income. 
On December 31, 1996, the Partnership recorded an additional provision for
value impairment of $4,500,000 to revise the estimated fair value, less
costs to sell, of the property based on current net operating income.

     ALLIED AUTOMOTIVE CENTER

     On October 10, 1990, the Partnership sold the land, building, and
related improvements of the Allied Automotive Center located in Southfield,
Michigan.


<PAGE>


     The Partnership had retained title to a defined 1.9 acre piece of land
(the "Parcel").  On March 12, 1997, the Partnership sold the Parcel for
approximately $680,000.  The sale of this Parcel resulted in a gain for
financial reporting and Federal income tax purposes of approximately
$542,000 in the first quarter of 1997.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1996
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of June 30, 1997 and for the three and six months
ended June 30, 1997 and 1996.



<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 consolidated
financial statements for additional information concerning certain of the
Partnership's investments.

     In March 1997, some of the Holders of Interests received from a third
party unaffiliated with the Partnership an unsolicited offer to purchase up
to 17,000 Interests at $10 per Interest.  Such offer expired on April 10,
1997.  The board of directors of JMB Realty Corporation ("JMB"), the
Corporate General Partner, has established a special committee (the
"Special Committee") consisting of certain directors  of JMB to deal with
all matters relating to tender offers for Interest, including any and all
responses to such tender offers.  The Special Committee has retained
independent counsel to advise it in connection with any tender offers for
Interests and has retained Lehman Brothers Inc. as financial advisor to
assist the Special Committee in evaluating and responding to such tender
offers.  With respect to the offer for Interests at $10 per Interest, the
Special Committee, on behalf of the Partnership, recommended against
acceptance of this offer on the basis that, among other things, the offer
price was inadequate.  It is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although there is no
assurance that any third party will commence an offer for Interests, the
terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn.  As of the date of this report, the
Partnership is aware that .38% of the Interests have been purchased by such
unaffiliated third party either pursuant to such tender offer or through
negotiated purchases.

     At June 30, 1997, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $4,009,000 and short-term
investments of approximately $374,000, which are available for working
capital requirements and potential leasing and tenant improvement costs at
certain of the Partnership's investment properties as further described
below.  The Partnership has currently budgeted in 1997 approximately
$2,464,000 for its share of tenant improvements and other capital
expenditures, of which $909,000 has been incurred and paid to date.  Actual
amounts expended may vary depending on a number of factors including actual
leasing activity, results of property operations, liquidity considerations
and other market conditions.  The source of capital for such items and for
both short-term and long-term future liquidity is expected to be through
the net cash generated by certain of the Partnership's investment
properties and through the sale or refinancing of certain of such
investments as well as cash, cash equivalents and short-term investments
held by the Partnership.  Potential other sources include escrow deposits
required under the terms of certain loan modifications and other currently
restricted funds.  The Partnership does not consider Long Beach Plaza or
its indirect interest in JMB/NYC to be significant sources of liquidity. 
The Partnership's and its ventures' mortgage obligations generally are
separate non-recourse loans secured individually by the investment
properties and are not obligations of the entire investment portfolio, and
the Partnership and its ventures are not personally liable for the payment
of the mortgage indebtedness.

     Based upon estimated operations of certain of the Partnership's
investment properties and on the anticipated requirements of the
Partnership to fund its share of leasing and capital improvement costs at
certain properties, the Partnership had suspended operating cash
distributions to the Holders of Interests and the General Partners
effective as of the first quarter of 1992.  It is important to maintain
liquidity in the Partnership in order to provide funds for potential future


<PAGE>


obligations or for opportunities to preserve or enhance the value of the
remaining properties.  Future distributions from operations, sales or
refinancings will be dependent upon a combination of the current cash flow
from the investment properties and the longer term capital requirements of
the Partnership as well as the sale prices obtained for its investment
properties.  In addition, the Partnership has deferred payment of certain
property management and leasing fees aggregating $1,321,503 (approximately
$4 per Interest) at June 30, 1997, which are expected to be paid in future
periods.

     In July 1997, the Partnership entered into contracts to sell Sherry
Lane Place and Michael's Aurora Plaza to unaffiliated buyers with
anticipated closings in the fourth quarter of 1997.  If the sales are
consummated under the contract terms, the Partnership would recognize gains
for Financial reporting and Federal income tax purposes.  Closing of the
sales are subject to the satisfaction of various conditions, and there is
no assurance that sales of the properties pursuant to the contract terms or
any other terms will be consummated.

     The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return of their
investment to the Holders of Interests.  Although the Partnership expects
to distribute from sale proceeds some portion of the Holders' original
capital, the Holders of Interests are expected to receive substantially
less than one-fourth of their original investment from all distributions of
sale and refinancing proceeds over the entire term of the Partnership.

RESULTS OF OPERATIONS

     Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in the Copley Place multi-use complex on January 23,
1997 and the sale of the Glades Apartments in November 1996.  Reference is
made to the Copley Place note in the accompanying consolidated financial
statements for a discussion of the sale of the Partnership's interest in
the Copley Place multi-use complex.

     The decrease in cash and cash equivalents and corresponding decrease
in amounts due to affiliates at June 30, 1997 as compared to December 31,
1996 is primarily due to the payment of $1,500,000 of previously deferred
leasing fees to an affiliate of the General Partner.

     The decrease in escrow deposits at June 30, 1997 as compared to
December 31, 1996 (in addition to the decrease resulting from the sale of
the Partnership's interest in Copley Place multi-use complex) is primarily
due to the timing of real estate tax payments at the Sherry Lane Place
office building.

     The increase in current portion of long-term debt and corresponding
decrease in long-term debt, less current portion at June 30, 1997 as
compared to December 31, 1996 is primarily due to the classification of
mortgage loans (with a current balance at June 30, 1997 of $40,003,538)
secured by the Sherry Lane Place as current due to the April 1, 1998
maturity date of the loans.

     The decrease in interest income for the three and six months ended
June 30, 1997 as compared to June 30, 1996 is primarily due to a lower
average cash balance invested by the Partnership in 1997 as described
above.

     The decrease in depreciation expense for the three and six months
ended June 30, 1997 as compared to the three and six months ended June 30,
1996 is due to the classification of the Partnership's remaining investment
properties as held for sale during 1996 and the corresponding suspension of
depreciation charges in 1997.

     The provision for value impairment in the amount of $13,100,000 for
the six months ended June 30, 1996 relates to the Long Beach Plaza Shopping
Center.


<PAGE>


     The Partnership's share of income from unconsolidated ventures for the
three and six months ended June 30, 1997, is due to the restructuring of
JMB/NYC's interests in the Joint Ventures during 1996, whereby JMB/NYC
adopted the cost method of accounting for its indirect investment in the
unconsolidated ventures owning the Properties.  Accordingly, JMB/NYC has
suspended loss recognition relative to its real estate investments and has
reversed those previously recognized losses that it is no longer
potentially obligated to fund.  The Partnership's share of income for the
three and six months ended June 30, 1997, consists of interest income
earned on amounts contributed by the Partnership which are held in escrow
by JMB/NYC and reduces the Partnership's proportionate share of its
unfunded maximum obligation under the Indemnification Agreement.  The
Partnership does not recognize its share of interest expense accruing on
the JMB/NYC purchase notes due to the non-recourse nature of the notes and
that repayment of the outstanding balance of the notes (including accrued
interest) is dependent on cash flow from the Properties.

     The gain on sale or disposition of investment properties, net of
venture partners' share of $72,171,405 for the six months ended June 30,
1997 consists of a gain of $71,629,613 related to the sale of the interest
in the Copley Place multi-use complex, and a gain of $541,792 related to
the sale of land at the Allied Automotive Center.

     The extraordinary item of $55,183,784 for the six months ended June
30, 1997 is due to the forgiveness of indebtedness on the purchase price
note payable to an affiliate in connection with the sale of the interest in
the Copley Place multi-use complex.



PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     In February 1996, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII, JMB
REALTY CORPORATION, et. al. was initiated in California Superior Court of
Orange County, California.  In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
notes secured by the Long Beach Plaza Shopping Center, sought the
appointment of a receiver for the benefit of the lender to take exclusive
possession, control and operation of the property.  Due to declining retail
sales at the shopping center and one of its anchor tenant's previously
vacating its space, the Partnership has not made all of the scheduled debt
service payments on the mortgage notes since June 1993.  The Partnership
also did not pay the outstanding principal and accrued interest on the
first mortgage note at its maturity in August 1995 (combined principal and
accrued interest balance at June 30, 1997 was approximately $49,816,000). 
The Partnership was unable to obtain a long-term modification of the
mortgage notes from Teachers, and the Partnership decided not to commit any
significant additional amounts to the property.  In March 1996, the Court
granted Teachers' application and entered an order for a receiver to take
exclusive possession, control and operation of the property.  Accordingly,
the receiver has control of the property and its operations.  An affiliate
of the General Partners continues as the property manager, at the
discretion of the receiver.  Title to the property is currently expected to
be transferred to Teachers or its designee in 1997.

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


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Reference is made to the subsection entitled "Long Beach Plaza" in
Notes to Consolidated Financial Statements filed with this report for a
discussion of the default under the mortgage loan secured by Long Beach
Plaza, which discussion is hereby incorporated by reference.



<PAGE>


<TABLE>
PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION
                                                  OCCUPANCY

     The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1997.

<CAPTION>
                                                 1996                                1997               
                                  -------------------------------------   ------------------------------
                                     At        At         At        At      At       At      At      At 
                                    3/31      6/30       9/30     12/31    3/31     6/30    9/30   12/31
                                    ----      ----       ----     -----    ----     ----   -----   -----
<S>                               <C>       <C>        <C>       <C>      <C>      <C>     <C>    <C>   
 1. Michael's (Marshall's)
     Aurora Plaza 
     shopping center
     Aurora (Denver), Colorado. .    95%       96%        96%       96%     96%      92%
 2. Carrollwood Station 
     Apartments
     Tampa, Florida . . . . . . .    96%       98%        97%       96%     96%      97%
 3. Long Beach Plaza 
     shopping center
     Long Beach, California . . .    55%       55%        55%       55%     48%      49%
 4. Sherry Lane Place 
     office building
     Dallas, Texas. . . . . . . .    96%       97%        96%       96%     97%      96%
 5. Copley Place 
     multi-use complex
     Boston, Massachusetts. . . .    89%       93%        90%       90%     N/A      N/A
 6. First Tennessee Plaza 
     (Plaza Tower)
     office building
     Knoxville, Tennessee . . . .    91%       93%        93%       93%     92%      94%
 7. 237 Park Avenue Building
     New York, New York . . . . .    98%       98%        98%        *       *        * 
 8. 1290 Avenue of the Americas 
     Building
     New York, New York . . . . .    78%       71%        81%        *       *        * 

<FN>
     An "N/A" indicates that the property was sold and was not owned by the Partnership or its joint venture at
the end of the period.

     An "*" indicates that the joint venture which owns the property was restructured.  Reference is made to the
Notes for further information regarding the reorganized and restructured ventures.

</TABLE>


<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

        3-A.    Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus and which is hereby incorporated by
reference.

        3-B.    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 herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.

        4-A.    Documents relating to the mortgage loan secured by the
Copley Place multi-use complex, in Boston Massachusetts, are also hereby
incorporated herein by reference to Post-Effective Amendment No. 2 in the
Partnership's Registration Statement on Form S-11 (File No. 2-81125) dated
June 9, 1983.

        4-B.    Documents relating to the modification of the mortgage
loan secured by the Copley Place multi-use complex are hereby incorporated
herein by reference to the Partnership's Report for March 31, 1997 on Form
10-Q (File No. 0-12791) dated May 9, 1997.

        10-A.   Acquisition documents relating to the purchase by the
Partnership of an interest in the Copley Place multi-use complex in Boston,
Massachusetts, are hereby incorporated herein by reference to Post-
Effective Amendment No. 2 to the Partnership's Registration Statement on
Form S-11 (File No. 2-81125) dated June 9, 1983.

        10-B.   Agreement of Limited Partnership of Carlyle - XIII
Associates L.P. is hereby incorporated herein by reference to the
Partnership's Report on Form 10-Q (File No. 0-12791) dated May 14, 1993.

        10-C.   Second Amended and Restated Articles of Partnership of
JMB/NYC Office Building Associates, L.P. are hereby incorporated herein by
reference to the Partnership's Report on Form 10-K (File No. 0-12791) for
December 31, 1993, dated March 28, 1994.

        10-D.   Amended and Restated Certificate of Incorporation of
Carlyle-XIV Managers, Inc. are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.

        10-E.   Amended and Restated Certificate of Incorporation of
Carlyle-XIII Managers, Inc. are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.

        10-F.   $600,000 demand note between Carlyle-XIII Associates, L.P.
and Carlyle Managers, Inc., are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.



<PAGE>


        10-G.   $600,000 demand note between Carlyle-XIII Associates, L.P.
and Carlyle Investors, Inc., are hereby incorporated herein by reference to
the Partnership's Report on Form 10-K (File No. 0-12791) for December 31,
1993, dated March 28, 1994.

        10-H.   Amendment No. 1 to the Agreement of Limited Partnership of
Carlyle-XIII Associates, L.P. is hereby incorporated by reference to the
Partnership's Report for March 31, 1995 on Form 10-Q (File No. 0-12791)
dated May 11, 1995.

        10-I.   Amendment No. 1 to the 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 March 31,
1995 on Form 10-Q (File No. 0-12791) dated May 11, 1995.

        10-J.   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. 0-12791) dated March
25, 1996.

        10-K.   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. 0-12791)
dated March 25, 1996.

        10-L.   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. 0-12791)
dated November 8, 1996.

        10-M.   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. 0-12791) dated March 21, 1997.

        10-N.   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. 0-12791) dated March 21, 1997.

        10-O.   Allonge to demand note between Carlyle Real Estate Limited
Partnership - XIII 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. 0-12791) dated March 21, 1997.

        10-P.   Allonge to demand note between Carlyle Real Estate Limited
Partnership - XIII 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. 0-12791) dated March 21, 1997.



<PAGE>


        10-Q.   Indemnification agreement between Property Partners, L.P.,
Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates, L.P. to
Metropolis Realty Trust, Inc. 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. 0-12791) dated March 21, 1997.

        10-R.   Agreement of Limited Partnership of 237/1290 Lower Tier
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. 0-12791) dated March 21, 1997.

        10-S.   Amended and Restated Limited Partnership Agreement of
237/1290 Upper Tier 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. 0-12791) dated March 21, 1997.

        27.     Financial Data Schedule

        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 SEC upon request.

     (b)   No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.



<PAGE>


                              SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII

                BY:  JMB Realty Corporation
                     (Corporate General Partner)




                     By:   GAILEN J. HULL
                           Gailen J. Hull, Senior Vice President
                     Date: August 8, 1997


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.




                           GAILEN J. HULL
                           Gailen J. Hull, Principal Accounting Officer
                     Date: August 8, 1997