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, 1999                                    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 . . . . . . . . . . . . . . . . . . . . .      12



PART II     OTHER INFORMATION


Item 5.     Other Information. . . . . . . . . . . . . . . . . .      15

Item 6.     Exhibits and Reports on Form 8-K . . . . . . . . . .      16



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


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

                         CONSOLIDATED BALANCE SHEETS
                    MARCH 31, 1999 AND DECEMBER 31, 1998
                                 (UNAUDITED)


                                   ASSETS
                                   ------

                                              MARCH 31,        DECEMBER 31,
                                                1999              1998     
                                            -------------      ----------- 
Current assets:
  Cash and cash equivalents. . . . . . .     $  2,480,062        2,577,367 
  Short-term investments . . . . . . . .          249,985          249,985 
  Rents and other receivables. . . . . .        1,208,346        1,163,973 
                                             ------------     ------------ 

        Total current assets . . . . . .        3,938,393        3,991,325 
                                             ------------     ------------ 

Investment in unconsolidated ventures, 
  at equity. . . . . . . . . . . . . . .           31,957           31,957 
Deferred expenses. . . . . . . . . . . .           12,196           12,196 
                                             ------------     ------------ 

                                             $  3,982,546        4,035,478 
                                             ============     ============ 



<PAGE>


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

                   CONSOLIDATED BALANCE SHEETS - CONTINUED



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


                                              MARCH 31,        DECEMBER 31,
                                                1999              1998     
                                            -------------      ----------- 

Current liabilities:
  Accounts payable . . . . . . . . . . .     $    217,939          103,437 
  Amounts due to affiliates. . . . . . .          715,287          731,623 
                                             ------------     ------------ 
        Total current liabilities. . . .          933,226          835,060 

Partnership's share of the maximum 
  unfunded obligation under the 
  indemnification agreement. . . . . . .        3,963,443        3,997,006 
Long-term debt . . . . . . . . . . . . .        1,717,862        1,667,340 
                                             ------------     ------------ 
Commitments and contingencies 

        Total liabilities. . . . . . . .        6,614,531        6,499,406 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions. . . . . . . .            1,000            1,000 
    Cumulative net earnings (losses) . .        1,018,354        1,025,076 
    Cumulative cash distributions. . . .       (1,149,967)      (1,149,967)
                                             ------------     ------------ 
                                                 (130,613)        (123,891)
                                             ------------     ------------ 
  Limited partners:
    Capital contributions, 
      net of offering costs. . . . . . .      326,224,167      326,224,167 
    Cumulative net earnings (losses) . .     (267,653,601)    (267,492,266)
    Cumulative cash distributions. . . .      (61,071,938)     (61,071,938)
                                             ------------     ------------ 
                                               (2,501,372)      (2,340,037)
                                             ------------     ------------ 
        Total partners' deficits . . . .       (2,631,985)      (2,463,928)
                                             ------------     ------------ 
                                             $  3,982,546        4,035,478 
                                             ============     ============ 

















        See accompanying notes to consolidated financial statements.


<PAGE>


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

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (UNAUDITED)


                                                   1999            1998    
                                                ----------      ---------- 
Income:
  Rental income. . . . . . . . . . . . . . . .  $    --          1,484,332 
  Interest income. . . . . . . . . . . . . . .      68,998         160,969 
  Other income . . . . . . . . . . . . . . . .       2,164         186,043 
                                                ----------      ---------- 
                                                    71,162       1,831,344 
                                                ----------      ---------- 
Expenses:
  Mortgage and other interest. . . . . . . . .      59,662       1,312,178 
  Property operating expenses. . . . . . . . .       --          1,444,604 
  Professional services. . . . . . . . . . . .     108,163         117,833 
  Amortization of deferred expenses. . . . . .       --              7,172 
  General and administrative . . . . . . . . .     104,957         178,650 
                                                ----------      ---------- 
                                                   272,782       3,060,437 
                                                ----------      ---------- 
                                                  (201,620)     (1,229,093)
Partnership's share of the reduction of the
  maximum unfunded obligation under the 
  indemnification agreement. . . . . . . . . .      33,563          33,563 
Venture partners' share of earnings (loss) 
  from ventures' operations. . . . . . . . . .       --               (401)
                                                ----------      ---------- 
        Earnings (loss) before gain on sale 
          or disposition of investment 
          properties or interest in invest-
          ment property. . . . . . . . . . . .    (168,057)     (1,195,931)

Gain on sale or disposition of investment 
  properties or interest in investment 
  property, net of venture partner's share . .       --          5,324,444 
                                                ----------      ---------- 
        Net earnings (loss). . . . . . . . . .  $ (168,057)      4,128,513 
                                                ==========      ========== 
        Net earnings (loss) per limited 
         partnership interest:
          Earnings (loss) before gain on 
           sale or disposition of invest-
           ment properties or interest 
           in investment property. . . . . . . $      (.44)          (3.14)
          Gain on sale or disposition of
           investment properties or 
           interest in investment 
           property, net of venture 
           partners' share . . . . . . . . . .       --              14.40 
                                               -----------       --------- 
              Net earnings (loss). . . . . . . $      (.44)          11.26 
                                               ===========       ========= 
        Cash distributions per limited 
          partnership interest . . . . . . . . $     --               5.00 
                                               ===========       ========= 





        See accompanying notes to consolidated financial statements.


<PAGE>


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

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (UNAUDITED)

                                                   1999            1998    
                                                ----------      ---------- 
Cash flows from operating activities:
  Net earnings (loss). . . . . . . . . . . . .  $ (168,057)      4,128,513 
  Items not requiring (providing) cash or 
   cash equivalents:
    Amortization of deferred expenses. . . . .       --              7,172 
    Amortization of discount on long-term 
      debt . . . . . . . . . . . . . . . . . .      50,522          44,836 
    Partnership's share of the reduction 
      of the maximum unfunded obligation 
      under the indemnification agreement. . .     (33,563)        (33,563)
    Venture partners' share of ventures' 
      operations . . . . . . . . . . . . . . .       --                401 
    Gain on sale or disposition of 
      investment properties or interest 
      in investment property, net of 
      venture partners' share. . . . . . . . .       --         (5,324,444)
  Changes in:
    Restricted funds . . . . . . . . . . . . .       --           (290,689)
    Rents and other receivables. . . . . . . .     (44,373)      1,004,009 
    Prepaid expenses . . . . . . . . . . . . .       --             16,090 
    Escrow deposits. . . . . . . . . . . . . .       --            107,674 
    Accounts payable . . . . . . . . . . . . .     114,502         416,250 
    Amounts due to affiliates. . . . . . . . .     (16,336)     (1,288,560)
    Unearned rents . . . . . . . . . . . . . .       --            (78,942)
    Accrued interest . . . . . . . . . . . . .       --          1,068,686 
    Accrued real estate taxes. . . . . . . . .       --            178,341 
    Tenant security deposits . . . . . . . . .       --            (72,166)
                                                ----------     ----------- 
        Net cash provided by (used in) 
          operating activities . . . . . . . .     (97,305)       (116,392)
                                                ----------     ----------- 

Cash flows from investing activities:
  Proceeds from sale of investment 
    properties or interest in investment 
    property, net of selling expenses. . . . .       --          4,642,140 
  Net sales and maturities (purchases) 
    of short-term investments. . . . . . . . .       --            124,100 
  Additions to investment properties . . . . .       --            (97,746)
                                                ----------     ----------- 
        Net cash provided by (used in) 
          investing activities . . . . . . . .       --          4,668,494 
                                                ----------     ----------- 

Cash flows from financing activities:
  Principal payments on long-term debt . . . .       --            (37,494)
  Distribution to venture partner. . . . . . .       --            (60,000)
  Distribution to limited partners . . . . . .       --         (1,829,858)
                                                ----------     ----------- 
        Net cash provided by (used in) 
          financing activities . . . . . . . .       --         (1,927,352)
                                                ----------     ----------- 


<PAGE>


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

              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                   1999            1998    
                                                ----------      ---------- 

        Net increase (decrease) in cash 
          and cash equivalents . . . . . . . .     (97,305)      2,624,750 
        Cash and cash equivalents, 
          beginning of year. . . . . . . . . .   2,577,367       9,528,301 
                                                ----------     ----------- 
        Cash and cash equivalents, 
          end of period. . . . . . . . . . . .  $2,480,062      12,153,051 
                                                ==========     =========== 

Supplemental disclosure of cash flow 
 information:
  Cash paid for mortgage and other 
    interest . . . . . . . . . . . . . . . . .  $    --            202,112 
                                                ==========     =========== 

    Sale of interest in investment property:
      Gain on sale of interest in 
        investment property. . . . . . . . . .  $    --          5,324,444 
      Basis in investment property . . . . . .       --           (682,304)
                                                ----------    ------------ 
          Cash proceeds from sale of 
            interest in investment 
            property . . . . . . . . . . . . .  $    --          4,642,140 
                                                ==========    ============ 

    Net assets and venture partner's
      deficit in venture written off 
      at sale of interest in investment 
      property . . . . . . . . . . . . . . . .  $    --            192,968 
                                                ==========    ============ 



























        See accompanying notes to consolidated financial statements.


<PAGE>


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

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MARCH 31, 1999 AND 1998

                                 (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-12791) filed on March 22, 1999, 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 1998 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.

     The Partnership and its consolidated ventures had previously committed
to plans to sell or dispose of all their remaining investment properties. 
Accordingly, all consolidated properties had been classified as held for
sale or disposition in the accompanying consolidated financial statements
as of the respective date of such plan's adoption.  The net results of
operations for the three months ended March 31, 1999 and 1998 for
consolidated properties classified as held for sale or disposition or sold
or disposed of during the past two years were $0 and $1,354,624,
respectively.

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, 1999 and 1998 were as follows:


<PAGE>



                                                                Unpaid at   
                                                                 March 31,  
                                       1999        1998            1999     
                                     --------   ---------      -------------
Property management 
 and leasing fees. . . . . . . .     $  --         21,345            --     
Insurance commissions. . . . . .        1,248       --               --     
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 . . .        4,943      26,611             549   
                                     --------     -------          ------   
                                     $  6,191      47,956             549   
                                     ========     =======          ======   

     In February 1998, the Partnership paid approximately $1,322,000 of
previously deferred management and leasing fees to an affiliate of the
General Partners.

     The Partnership is obligated to fund, on demand, $200,000 and $200,000
to Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, for
additional paid-in capital (reflected in amounts due to affiliates in the
accompanying consolidated financial statements).  As of March 31, 1999,
these obligations bore interest at 4.62% per annum and interest accrued on
these obligations was $315,287, after payment of $2,000 in 1999.

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").  Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties.  The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), which is owned primarily by holders of the first
mortgage debt which encumbered the Properties prior to the bankruptcy. 
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.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties.  There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001.  In addition, the non-
recourse purchase money notes made by JMB/NYC for its interests in the
Properties, which are secured by JMB/NYC's interests in the Properties and
had outstanding principal and accrued and deferred interest of
approximately $121,500,000, at March 31, 1999, mature on January 2, 2001. 
If such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership. 
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.

     Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated 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


<PAGE>


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 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 by JMB/NYC.  Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.

     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 (including interest earned) at the termination of the
indemnification agreement.

     During 1996, as a result of the adoption of the Plan, JMB/NYC
discontinued the application of the equity method of accounting for its
investments in unconsolidated ventures and reversed those previously
recognized losses from the unconsolidated ventures except for an amount
equal to the maximum obligation under the indemnification agreement of
$25,000,000.  The Partnership has discontinued the application of the
equity method of accounting for the indirect interests in the Properties
and additional losses from the investment in unconsolidated venture will
not be recognized.  Should the unconsolidated venture subsequently report
income, the Partnership will resume applying the equity method on its share
of such income only after such income exceeds net losses not previously
recognized.

     While the Partnership is not expected to terminate in the near term,
it currently appears unlikely that any significant distributions will be
made by the Partnership at any time due to the level of indebtedness
remaining on the Properties, the original purchase money notes payable by
JMB/NYC, and the significant preference levels to other partners within the
reorganized joint ventures owning the Properties.

     LONG BEACH PLAZA

     The Partnership had not remitted the required 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 notes and
related accrued interest were in default.  The Partnership 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 had 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.  On December 31, 1998, the
Partnership transferred title to the land, building and improvements, and
other assets and liabilities related to the property in consideration of a
discharge of the mortgage loan and payment of $10 in cash.  The Partnership
realized an extraordinary gain on forgiveness of debt from this transaction
in 1998 of approximately $47,015,000 for financial reporting purposes. 
This amount includes the effect of the impairment losses recognized by the
Partnership in 1996 aggregating approximately $17,600,000.  In addition,
the Partnership recognized a gain of approximately $28,256,000 for Federal
income tax purposes, with no corresponding distributable proceeds.



<PAGE>


     CARROLLWOOD STATION APARTMENTS

     In December 1997, the Partnership on behalf of the joint venture,
entered into a contract with an unaffiliated third party to sell the
property.  Pursuant to the joint venture agreement, the unaffiliated
venture partner held the right of first refusal to purchase the
Partnership's interest in the joint venture in the event the Partnership
secured a buyer for the property.  On March 2, 1998, the unaffiliated
venture partner purchased the Partnership's interest in the joint venture
for $4,642,140, which approximates the share of proceeds that the
Partnership would have received from a sale to the proposed purchaser of
the property.  As of the date of the sale, the Partnership was relieved
from any further obligations under the joint venture agreement.  The
Partnership recognized a gain of approximately $5,366,000 for financial
reporting purposes and a gain of approximately $8,501,000 for Federal
income tax purposes in 1998.

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 1998
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of March 31, 1999 and for the three months ended
March 31, 1999 and 1998.



<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, 1999, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $2,480,000 and short-term
investments of approximately $250,000.  These funds are available for
working capital requirements and reserves and potential future
distributions to the General Partners and Holders of Interests.  The
Partnership does not consider its indirect interest in JMB/NYC to be a
source of liquidity.  Reference is made to the Partnership's property-
specific discussions in the notes.  The Partnership is currently in
discussions with the original seller of the Long Beach investment property
concerning retirement of the promissory note payable to such seller in
connection with the acquisition of the property by the Partnership in 1983.

Such note had a recorded balance of $1,717,826 (net of discount) as of
March 31, 1999.

     The Partnership had suspended operating cash distributions to the
Holders of Interests and General Partners effective as of the first quarter
of 1992.

     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").  Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties.  The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), which is owned primarily by holders of the first
mortgage debt which encumbered the Properties prior to the bankruptcy. 
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.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties.  There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001.  In addition, the non-
recourse purchase money notes made by JMB/NYC for its interests in the
Properties, which are secured by JMB/NYC's interests in the Properties and
had outstanding principal and accrued and deferred interest of
approximately $121,500,000, at March 31, 1999, mature on January 2, 2001. 
If such REIT affiliate exercises such right to purchase, for the reasons
discussed below, it is unlikely that such purchase would result in any
significant distributions to the partners of the Partnership. 
Additionally, at any time, JMB/NYC has the right to require such REIT
affiliate to purchase the interest of JMB/NYC in the Properties for the
same price at which such REIT affiliate can require JMB/NYC to sell such
interest as described above.

     Due to the level of indebtedness remaining on the Properties, the
purchase money notes payable by JMB/NYC and the significant preference
levels to other partners within the reorganized joint ventures owning the
Properties, it is unlikely that the Partnership will receive any
significant distributions from JMB/NYC, other than the return of funds held
in escrow pursuant to an indemnification obligation.  However, in
connection with sales or other dispositions of any of the Properties or of
the Partnership's (or JMB/NYC's) interest in the Properties, Holders of
Interests will recognize a substantial amount of net income for Federal
income tax purposes (corresponding to all or most of their deficit capital


<PAGE>


account balances for tax purposes) even though they do not receive cash
distributions as a result of such sales or dispositions.  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.

     In connection with the liquidation and termination of the Partnership,
the Corporate General Partner may form a liquidating trust, in which all of
the Partnership's remaining assets, subject to liabilities, would be
transferred.  The initial trustees of the liquidating trust would be
individuals who are officers of the Corporate General Partner.  Each Holder
of Interests in the Partnership would, upon the establishment of the
liquidating trust, be deemed to be the beneficial owner of a comparable
share of the aggregate beneficial interests in the liquidating trust.  It
is anticipated that the liquidating trust, if formed, would permit the
realization of substantial cost savings in administrative and other
expenses until any remaining assets of the Partnership are collected or
liquidated and residual liabilities (including contingent liabilities) of
the Partnership are paid or otherwise determined to be extinguished and any
remaining funds are distributed to the beneficial owners of the liquidating
trust.  The liquidating trust would be expected to be in existence for a
period not to exceed three years, subject to extension under certain
circumstances.  The formation of a liquidating trust is subject to certain
contingencies, and there is no assurance that the liquidating trust will be
formed.

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 Carrollwood Station Associates on March 2, 1998
and the disposition of the Long Beach Plaza in December 1998.

     The increase in accounts payable at March 31, 1999 as compared to
December 31, 1997 is primarily due to the timing of payments for certain
expenses of the Partnership.

     The decrease in interest income for the three months ended March 31,
1999 as compared to the same period in 1998 is primarily due to a higher
average cash balance available for temporary investment in 1998, prior to
the distribution to Holders of Interest in May 1998.

     The other income for the three months ended March 31, 1998 represents
the 1998 sale of stock which was received as a settlement of claims against
a tenant in bankruptcy.  The claim originated from the Partnership's
interest in the Old Orchard Venture prior to it being sold in August 1993.

     The mortgage and other interest for the three months ended March 31,
1999 primarily represents the amortization of discount on the note payable
to the original seller of the Long Beach investment property.

     The decrease in general and administrative expenses for the three
months ended March 31, 1999 as compared to the same period in 1998 is
primarily due to a decrease in reimbursable costs to affiliates of the
General Partners in 1999.




YEAR 2000

     The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year.  Consequently, any
computer programs that have time-sensitive software may recognize  a date
using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities.



<PAGE>


     The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors.  Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant.  Both the hardware and software for individual
personal computers used in the Partnership's administrative systems are
expected to be tested for their year 2000 compliance during the summer of
1999.  The Partnership has not inquired of the joint ventures that own the
Properties as to the status of their year 2000 compliance.

     The Partnership does not believe that the year 2000 problem presents
any material additional risks to its business, results of operations or
financial condition and has not developed, and does not intend to develop,
any contingency plans to address the year 2000 problem.  Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership.  Although the year 2000 problem may or may not present various
risks for the joint ventures owning the Properties, the Partnership does
not believe that these risks, to the extent they may exist, present any
material additional risks to the Partnership's business, results of
operations or financial condition.  As discussed in the Notes to
Consolidated Financial Statements included elsewhere in this report,
JMB/NYC has discontinued the equity method of accounting for its indirect
interests in the joint ventures owning the Properties.  Moreover, for the
reasons discussed elsewhere in this Management Discussion and Analysis of
Financial Condition and Results of Operations, JMB/NYC does not expect to
receive any significant distributions in the future from the joint ventures
owning the Properties.  The Partnership and JMB/NYC also have no
involvement in or authority over the general operations or management of
the joint ventures owning the Properties or the development of their
contingency plans, if any, for the year 2000 problem.

     The Partnership has not incurred and does not expect to incur, any
material direct costs for year 2000 compliance.  Although the Partnership
has not made inquiry of the joint ventures owning the Properties as to
their actual or projected year 2000 compliance costs, if any, the
Partnership does not believe that any such cost would have a material
effect on the Partnership.  Neither the Partnership nor JMB/NYC is
obligated to contribute any funds to pay for such costs.  In addition,
since JMB/NYC does not expect to receive any significant distributions in
the future from the joint ventures owning the Properties, the Partnership
does not believe that any such costs incurred will have any material effect
on the Partnership's indirect investment in the joint ventures.





<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 1999 or 1998.

<CAPTION>
                                                       1998                                   1999               
                                        -------------------------------------      ------------------------------
                                        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. Long Beach Plaza 
     shopping center
     Long Beach, California. . . . .    60%        59%         60%        N/A      N/A
 2. 237 Park Avenue Building
     New York, New York. . . . . . .     *          *           * 
 3. 1290 Avenue of the Americas 
     Building
     New York, New York. . . . . . .     *          *           * 

<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.

         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 were 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: May 12, 1999


     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: March 12, 1999