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
March 31, 2001                                   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. . . . . . . . . . . . . . . . . . . . . .    11



PART II    OTHER INFORMATION


Item 3.    Defaults on Senior Securities . . . . . . . . . . . .    15

Item 6.    Exhibits and Reports on Form 8-K. . . . . . . . . . .    15



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


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

                              BALANCE SHEETS
                   MARCH 31, 2001 AND DECEMBER 31, 2000
                                (UNAUDITED)


                                  ASSETS
                                  ------

                                            MARCH 31,        DECEMBER 31,
                                             2001               2000
                                          -------------      -----------

Current assets:
  Cash and cash equivalents. . . . . .      $ 2,093,410        2,162,172
  Other receivables. . . . . . . . . .           25,525           27,736
  Receivable related to the termin-
    ation of the indemnification
    agreement. . . . . . . . . . . . .        1,435,704            --
  Receivable related to the sale
    of the indirect interest in
    1290 Partnership . . . . . . . . .          343,038            --
                                            -----------     ------------
        Total current assets . . . . .        3,897,677        2,189,908

Other assets . . . . . . . . . . . . .          105,188          105,188
                                            -----------     ------------
                                            $ 4,002,865        2,295,096
                                            ===========     ============



<PAGE>


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

                        BALANCE SHEETS - CONTINUED



                                            MARCH 31,        DECEMBER 31,
                                             2001               2000
                                          -------------      -----------


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

Current liabilities:
  Accounts payable . . . . . . . . . .      $   170,340          107,064
                                            -----------     ------------
        Total current liabilities. . .          170,340          107,064

Partnership's share of the maximum
  unfunded obligation under the
  indemnification agreement. . . . . .            --           2,136,349
Distributions received in excess
 of recorded investment. . . . . . . .          661,228          661,228
                                            -----------     ------------
Commitments and contingencies

        Total liabilities. . . . . . .          831,568        2,904,641
                                            -----------     ------------

Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . .            1,000            1,000
    Cumulative net earnings (losses) .        1,244,401        1,103,458
    Cumulative cash distributions. . .       (1,149,967)      (1,149,967)
                                            -----------     ------------
                                                 95,434          (45,509)
                                            -----------     ------------
  Limited partners:
    Capital contributions,
      net of offering costs. . . . . .      326,224,167      326,224,167
    Cumulative net earnings (losses) .     (262,076,366)    (265,716,265)
    Cumulative cash distributions. . .      (61,071,938)     (61,071,938)
                                            -----------     ------------
                                              3,075,863         (564,036)
                                            -----------     ------------
        Total partners' capital
          accounts (deficits). . . . .        3,171,297         (609,545)
                                            -----------     ------------
                                            $ 4,002,865        2,295,096
                                            ===========     ============
















              See accompanying notes to financial statements.


<PAGE>


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

                         STATEMENTS OF OPERATIONS

                THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                (UNAUDITED)



                                                 2001              2000
                                              ----------        ----------
Income:
  Interest income. . . . . . . . . . .        $   28,993            30,167
                                              ----------        ----------
                                                  28,993            30,167
                                              ----------        ----------

Expenses:
  Professional services. . . . . . . .            81,799            41,368
  General and administrative . . . . .            81,567            90,712
                                              ----------        ----------
                                                 163,366           132,080
                                              ----------        ----------
                                                (134,373)         (101,913)
Partnership's share of the
  reduction of the maximum
  unfunded obligation under and
  income related to termination
  of the indemnification agreement . .         3,572,177            22,367
                                              ----------        ----------
Earnings (loss) before partnership
  share of gain on sale of
  indirect partnership interest. . . .         3,437,804           (79,546)

Partnership's share of gain on sale
  of indirect partnership interest . .           343,038             --
                                              ----------        ----------
      Net earnings (loss). . . . . . .        $3,780,842           (79,546)
                                              ==========        ==========

      Net earnings (loss) per
       limited partnership
       interest:
          Earnings (loss) before
           partnership's share of
           gain on sale of indirect
           partnership interest. . . .        $     9.38              (.21)
          Partnership's share of gain
           on sale of indirect
           partnership interest. . . .               .97             --
                                              ----------        ----------
            Net earnings (loss). . . .        $    10.35              (.21)
                                              ==========        ==========














              See accompanying notes to financial statements.


<PAGE>


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

                         STATEMENTS OF CASH FLOWS

                THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                (UNAUDITED)



                                               2001            2000
                                            ----------      ----------

Cash flows from operating activities:
  Net earnings (loss). . . . . . . . .      $3,780,842         (79,546)
  Items not requiring (providing)
   cash or cash equivalents:
    Partnership's share of the
      reduction of the maximum
      unfunded obligation under
      and income related to the
      termination of the
      indemnification agreement. . . .      (3,572,053)        (22,367)
    Partnership's share of gain on
      sale of indirect partnership
      interest . . . . . . . . . . . .        (343,038)          --
  Changes in:
    Other receivables. . . . . . . . .           2,211          17,287
    Accounts payable . . . . . . . . .          63,276          56,863
                                            ----------      ----------
        Net cash provided by
          (used in) operating
          activities . . . . . . . . .         (68,762)        (27,763)
                                            ----------      ----------
        Net increase (decrease)
          in cash and cash
          equivalents. . . . . . . . .         (68,762)        (27,763)
        Cash and cash equivalents,
          beginning of year. . . . . .       2,162,172       2,523,388
                                            ----------      ----------
        Cash and cash equivalents,
          end of period. . . . . . . .      $2,093,410       2,495,625
                                            ==========      ==========

























              See accompanying notes to financial statements.


<PAGE>


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

                       NOTES TO FINANCIAL STATEMENTS

                          MARCH 31, 2001 AND 2000

                                (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2000,
which are included in the Partnership's 2000 Annual Report on Form 10-K
(File No. 0-12791) filed on March 23, 2001, 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 2000 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.


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 for the three months ended
March 31, 2001 and 2000 were as follows:

                                                             Unpaid at
                                                             March 31,
                                         2001       2000       2001
                                       -------     ------    ---------

Insurance commissions. . . . . . . .   $  --        1,697        --
Reimbursement (at cost) for
 out-of-pocket salary and salary-
 related expenses. . . . . . . . . .    12,584     11,760       9,488
                                       -------     ------      ------
                                       $12,584     13,457       9,488
                                       =======     ======      ======

JMB/NYC

     As a result of the 1996 restructuring, JMB/NYC had an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equaled approximately 4.9% of the
reorganized and restructured ventures owning 237 Park and 1290 Avenue of
the Americas (collectively, the "Properties").  Neither O&Y nor any of its
affiliates retained any direct or indirect continuing interest in the
Properties.  The new ownership structure gave control of the Properties to
an unaffiliated real estate investment trust ("REIT"), owned primarily by
holders of the first mortgage debt that encumbered the Properties prior to
the bankruptcy.  JMB/NYC had, under certain limited circumstances, through


<PAGE>


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

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

     Pursuant to the indemnification agreement, the Affiliated Partners
were jointly and severally obligated to indemnify the REIT to the extent of
$25 million to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed below, the maximum potential obligation
was reduced to $14,285,000 and a portion of the collateral (approximately
$4,460,000 in face amount) was released in 1999 to JMB/NYC.  On March 23,
2001, JMB/NYC sold its indirect interest in the 1290 Partnership, and as a
result, the maximum potential obligation was reduced to $0 and the
remaining collateral (approximately $5,700,000 face amount) was released in
March 2001 to JMB/NYC.  The Partnership's share of the reduction of the
maximum unfunded obligation under the indemnification agreement recognized
as income is a result of interest earned on amounts contributed by the
Partnership and held in escrow for JMB/NYC.  Interest income earned reduced
the Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability in the
accompanying financial statements.

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



<PAGE>


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

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share is approximately $340,000 and is reflected in
the accompanying financial statements).  Such amount is payable to the
limited partners of JMB/NYC as holders of a tranche of the Purchase Note as
discussed below.  In addition, JMB/NYC received the remaining collateral
(approximately $5,700,000, of which the Partnership's share is
approximately $1,436,000 and is reflected in the accompanying financial
statements) held pursuant to the indemnification agreement, including
interest earned thereon, upon closing of the sale of its interest in the
1290 Partnership.  The sale and collateral amounts were received in May
2001.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 237 Partnership and the 1290 Partnership (prior to
its sale in March 2001) and is non-recourse to JMB/NYC.  The Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership.  Unpaid interest
accrues and is deferred, compounded monthly.  Unpaid principal and interest
were due at maturity on January 2, 2001.  As expected, JMB/NYC does not
have funds to pay the Purchase Note.  The limited partners of JMB/NYC and
the holder of the Purchase Note have agreed to certain steps if the
Purchase Note is not repaid within one year of its maturity as discussed
below.  The outstanding principal and accrued and deferred interest on the
Purchase Note at March 31, 2001, was approximately $156,022,000, including
interest at the default rate (as defined) of 12-3/4% per annum.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder will take


<PAGE>


the appropriate steps necessary to foreclose upon and obtain JMB/NYC's
interest in the Upper Tier Partnership in lieu of seeking any other
damages.

1001 FOURTH AVENUE PLAZA

     On or about October 13, 2000, the Corporate General Partner of the
Partnership received a demand letter and notice of planned environmental
remedial activities from counsel for National Office Partners Limited
Partnership (hereinafter, "NOP").  In the notice, NOP advised the
Partnership that NOP had discovered contamination on a site adjacent to the
office building formerly known as the 1001 Fourth Avenue Plaza office
building.   This office building property had been owned by 1001 Fourth
Avenue Associates ("Associates"), an Illinois general partnership, until it
transferred ownership of the property to its mortgage lender pursuant to a
deed in lieu of foreclosure in November 1993.  Associates had as its
partners the Partnership with a 99.9% partnership interest and the
Corporate General Partner with a 0.1% partnership interest.  Associates was
dissolved in 1993.  In its notice, NOP advised that it has discovered soil
and possible groundwater contamination on its property that it believes may
have emanated from underground fuel storage tanks allegedly operated by
Associates.  NOP advised that its site is contaminated with petroleum
hydrocarbons in excess of Washington state cleanup levels and that it is
anticipated that approximately 20,000 to 50,000 tons of contaminated soil
will be excavated and disposed of off-site.  NOP also states that impacts
to groundwater, if any, will be addressed as appropriate and necessary.
NOP advises that it has incurred costs of investigation, will incur
significant future remedial action costs at the site and will seek to
recover from the responsible party or parties, among other things, the
costs of investigation and remediation, attorneys' fees, and other costs in
connection with this matter.  The Partnership has engaged counsel and is in
the process of developing information sufficient to respond to the issues
raised by the notice.  At this time the Partnership does not know if it has
any liability for the alleged contamination or costs of remediation and
related expenses, and it intends to vigorously defend itself.


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,
2001 and for the three months ended March 31, 2001 and 2000.




<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 investment properties.

     At March 31, 2001, the Partnership had cash and cash equivalents of
approximately $2,093,000.  These funds are available for working capital
requirements and reserves and contingent liabilities and potential future
distributions to the General Partners and Holders of Interests.  As
discussed below, JMB/NYC sold its indirect interest in the 1290 Partnership
on March 23, 2001.  In May 2001, the Partnership received its share of the
proceeds from such sale (approximately $340,000), as well as its share of
the remaining funds held as collateral pursuant to the indemnification
(approximately $1,436,000).

     The Corporate General Partner has received from a third party a demand
letter and notice of planned environmental remedial activities relating to
petroleum hydrocarbons that may have leaked from underground storage tanks
at the 1001 Fourth Avenue Plaza office building.  A joint venture, which
had as its partners the Partnership with a 99.9% interest and the Corporate
General Partner with a 0.1% interest, had owned the 1001 Fourth Avenue
Plaza office building until it transferred ownership of the property to its
mortgage lender pursuant to a deed in lieu of foreclosure in November 1993.

At this time, the Partnership does not know if it has any liability for the
alleged contamination or the costs of remediation and related expenses and
intends to vigorously defend itself.  The outcome of such matter may affect
the timing of the liquidation and termination of the Partnership.
Reference is made to the Notes for a further discussion of such claim.

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

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


<PAGE>


     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owns 1290 Avenue of the Americas
was also modified, although the REIT continued to own the controlling
interest in the property. In general, the REIT had the right to sell 1290
Avenue of the Americas or engage in certain other transactions during the
period January 1, 2000 through February 28, 2001, provided that JMB/NYC
received the greater of (i) an amount based on a formula relating to the
operations of the property (the "1290 Formula Price") and (ii) $4,500,000.
No such transaction occurred during that period.  An affiliate of the REIT
also had the right, during the month of March of each calendar year
commencing with 2001, to purchase JMB/NYC's indirect interest in the 1290
Partnership for the greater of (x) the 1290 Formula Price and (y)
$1,400,000.  On March 2, 2001, JMB/NYC was notified that an affiliate of
the REIT intended to exercise its right to purchase JMB/NYC's indirect
interest in the 1290 Partnership and on March 23, 2001, the sale was
completed and JMB/NYC received approximately $1,400,000 at closing (of
which the Partnership's share is approximately $340,000 and is reflected in
the accompanying financial statements).  Such amount is payable to the
limited partners of JMB/NYC as holders of a tranche of the Purchase Note as
discussed below.  In addition, JMB/NYC received the remaining collateral
(approximately $5,700,000, of which the Partnership's share is
approximately $1,436,000 and is reflected in the accompanying financial
statements) held pursuant to the indemnification agreement, including
interest earned thereon, upon closing of the sale of its interest in the
1290 Partnership.

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 237 Partnership and the 1290 Partnership (prior to
its sale in March 2001) and is non-recourse to JMB/NYC.  The Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership.  Unpaid interest
accrues and is deferred, compounded monthly.  Unpaid principal and interest
were due at maturity on January 2, 2001.  As expected, JMB/NYC does not
have funds to pay the Purchase Note.  The limited partners of JMB/NYC and
the holder of the Purchase Note have agreed to certain steps if the
Purchase Note is not repaid within one year of its maturity as discussed
below.  The outstanding principal and accrued and deferred interest on the
Purchase Note at March 31, 2001, was approximately $156,022,000, including
interest at the default rate (as defined) of 12-3/4% per annum.

     In December 1999, the Affiliated Partners advanced a total of
approximately $425,000 (of which the Partnership advanced approximately
$105,000) to the limited partners of JMB/NYC, which was used to acquire a
$5,425,000 tranche of the Purchase Note and the related security agreement
for the collateralization of such tranche.  As a result of this purchase,
such limited partners, as creditors of JMB/NYC, are entitled to receive up
to $5,425,000 in proceeds otherwise payable to JMB/NYC in respect of its
indirect interest in the 1290 Partnership or the 237 Partnership.  Such
amounts received by the limited partners will be distributed to the
Affiliated Partners in proportion to their respective advances made to
purchase the tranche (i.e., 25% to the Partnership and 75% in the aggregate
to the other Affiliated Partners).  In connection with their purchase of
the $5,425,000 tranche of the Purchase Note, the limited partners of
JMB/NYC agreed with the holder of the Purchase Note that in the event
JMB/NYC has not repaid all amounts due and owing under the Purchase Note
within one year after its maturity on January 2, 2001, the holder will take
the appropriate steps necessary to foreclose upon and obtain JMB/NYC's
interest in the Upper Tier Partnership in lieu of seeking any other
damages.



<PAGE>


     Pursuant to the indemnification agreement, the Affiliated Partners
were jointly and severally obligated to indemnify the REIT to the extent of
$25 million to ensure their compliance with the terms and conditions
relating to JMB/NYC's indirect limited partnership interest in the
restructured and reorganized joint ventures that owned the Properties.  The
Affiliated Partners contributed approximately $7,800,000 (of which the
Partnership's share was approximately $1,900,000) to JMB/NYC, which was
deposited into an escrow account as collateral for such indemnification.
These funds were invested in stripped U.S. Government obligations with a
maturity date of February 15, 2001.  Subsequent to that date, the remaining
escrowed funds were invested in short-term U.S. Government obligations.
Due to the Restructuring discussed below, the maximum potential obligation
was reduced to $14,285,000 and a portion of the collateral (approximately
$4,460,000 in face amount) was released in 1999 to JMB/NYC.  On March 23,
2001, JMB/NYC sold its indirect interest in the 1290 Partnership, and as a
result, the maximum potential obligation was reduced to $0 and the
remaining collateral (approximately $5,700,000 face amount) was released in
March 2001 to JMB/NYC.  The Partnership's share of the reduction of the
maximum unfunded obligation under the indemnification agreement recognized
as income is a result of interest earned on amounts contributed by the
Partnership and held in escrow for JMB/NYC.  Interest income earned reduced
the Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability in the
accompanying financial statements.

     Although the Partnership expects to make minimal future cash
distributions from operations and sales proceeds, the Investors are
expected to receive, in total, substantially less than one-fifth of their
original investment from all sources.  The Partnership does not expect to
receive any significant distributions from JMB/NYC or be able to make any
significant distributions to the Holders of Interests.  However, in
connection with the sale of JMB/NYC's interest in the 1290 Partnership and
the sale or other disposition of 237 Park Avenue on the Partnership's (or
JMB/NYC's interest in the 237 Partnership, Holders of Interests will
recognize a substantial amount of net gain for Federal income tax purposes
(corresponding at a minimum to all or most of their deficit capital account
balances for tax purposes) even though the Partnership would not be able to
make any significant amounts of distributions.  As a result of the sale of
the interest in the 1290 Partnership, a portion of such gain will be
recognized in 2001.  If JMB/NYC's indirect interest in the 237 Partnership
is sold in 2001, the entire amount of such gain would be recognized in the
current year.  For certain Holders of Interests such taxable income may be
offset by their suspended passive activity losses (if any).  Each Holder's
tax consequences will depend on his own tax situation.

     The Partnership's only remaining investment property is its indirect
interest through JMB/NYC in the 237 Partnership.  The general partner of
the 237 Partnership has indicated that it intends to exercise its right to
purchase JMB/NYC's interest in the 237 Partnership in January 2002, unless
JMB/NYC has already exercised its right to sell its interest in July 2001.
As a result, the Partnership currently anticipates that its liquidation and
termination will occur no later than the end of 2002, assuming that the
environmental matter at 1001 Fourth Avenue Plaza office building is
resolved and barring any unexpected circumstances.

RESULTS OF OPERATIONS

     The receivable related to the termination of the indemnification
agreement at March 31, 2001 is the amount due from an affiliate related to
the Partnership's share of the collateral returned to JMB/NYC upon
termination of the indemnification agreement in 2001.  The Partnership
received such amounts in May 2001.

     The receivable related to the sale of the indirect interest in 1290
Partnership at March 31, 2001 is the amount due from an affiliate related
to the Partnership's share of the proceeds of the March 23, 2001 sale of
JMB/NYC's indirect interest in 1290 Partnership.  The Partnership received
such amounts in May 2001.



<PAGE>


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

     The Partnership's share of the reduction of the maximum unfunded
obligation under and income related to termination of the indemnification
agreement recognized as income during 2001 of $3,572,177 is a result of the
Partnership's share of the reduction of the maximum indemnification
obligation due to the sale of JMB/NYC's indirect interest in the 1290
Partnership in March of 2001 and release of the Partnership's and other
Affiliated Partners' indemnification obligation relating to the interest in
the 1290 Partnership as well as interest earned during 2001 on amounts
contributed by the Partnership and held in escrow by JMB/NYC.  Such
interest income earned reduced the Partnership's proportionate share of the
maximum unfunded obligation under the indemnification agreement.

     The Partnership's share of gain on sale of indirect partnership
interest for the three months ended March 31, 2001 is the Partnership's
share of JMB/NYC's sale of its indirect partnership interest in the 1290
Partnership on March 23, 2001.



<PAGE>


PART II.  OTHER INFORMATION

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     A portion of the purchase price for JMB/NYC's indirect interests in
the 1290 Avenue of the Americas and 237 Park Avenue office buildings is
represented by a certain promissory note (the "Purchase Note") bearing
interest at 12-3/4% per annum.  The Purchase Note is secured by JMB/NYC's
indirect interest in the 1290 Partnership (prior to its sale in March 2001)
and the 237 Partnership and is non-recourse to JMB/NYC.  The Purchase Note
requires payment of principal and interest out of distributions made to
JMB/NYC from the 1290 Partnership and the 237 Partnership.  Unpaid interest
accrues and is deferred, compounded monthly.  Unpaid principal and interest
were due at maturity on January 2, 2001.  As expected, JMB/NYC does not
have funds to pay the Purchase Note.  The limited partners of JMB/NYC, as
creditors, and the holder of the Purchase Note have agreed to certain steps
if the Purchase Note is not repaid within one year of its maturity.  The
outstanding principal and accrued and deferred interest on the Purchase
Note at March 31, 2001, was approximately $156,022,000 including interest
at the default rate (as defined) of 12-3/4% per annum.  Reference is made
to the subsection entitled "JMB/NYC" in the Notes to the Financial
Statements filed with this report for a further discussion of the default
under the Purchase Note, which discussion is hereby incorporated herein by
reference.



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 is incorporated by reference to
Exhibit 3 to the Partnership's Report for the year ended December 31, 1992,
on Form 10-K (File No. 0-12791) dated March 30, 1993.

        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.

        10-A.   Notice to Purchase Limited Partnership Interest of
237/1290 Upper Tier Associates, L.P. in 1290 Partners, L.P. dated March 2,
2001 is hereby filed herewith.




     (b)   No reports on Form 8-K were filed during 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:  May 9, 2001


     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:  May 9, 2001

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