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 September 30, 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 . . . . . . . . . . . . . . . . . . . .    10



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
               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                              (UNAUDITED)

                                ASSETS
                                ------
                                       SEPTEMBER 30,     DECEMBER 31,
                                           2001             2000
                                       -------------     -----------
Current assets:
  Cash and cash equivalents . . . . .    $ 3,562,541       2,162,172
  Other receivables . . . . . . . . .         25,284          27,736
                                         -----------    ------------
        Total current assets. . . . .      3,587,825       2,189,908

Other assets. . . . . . . . . . . . .        105,188         105,188
                                         -----------    ------------
                                         $ 3,693,013       2,295,096
                                         ===========    ============

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

Current liabilities:
  Accounts payable. . . . . . . . . .    $   127,705         107,064
                                         -----------    ------------
        Total current liabilities . .        127,705         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 . . . . . .        788,933       2,904,641
                                         -----------    ------------

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . .          1,000           1,000
    Cumulative net earnings (losses).      1,233,712       1,103,458
    Cumulative cash distributions . .     (1,149,967)     (1,149,967)
                                         -----------    ------------
                                              84,745         (45,509)
                                         -----------    ------------
  Limited partners:
    Capital contributions,
      net of offering costs . . . . .    326,224,167     326,224,167
    Cumulative net earnings (losses).   (262,332,894)   (265,716,265)
    Cumulative cash distributions . .    (61,071,938)    (61,071,938)
                                         -----------    ------------
                                           2,819,335        (564,036)
                                         -----------    ------------
        Total partners' capital
          accounts (deficits) . . . .      2,904,080        (609,545)
                                         -----------    ------------
                                         $ 3,693,013       2,295,096
                                         ===========    ============

            See accompanying notes to financial statements.


<PAGE>


<table>
                               CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
                                           (A LIMITED PARTNERSHIP)

                                          STATEMENTS OF OPERATIONS
                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                 (UNAUDITED)
<caption>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                          SEPTEMBER 30,               SEPTEMBER 30,
                                                  --------------------------  --------------------------
                                                       2001          2000          2001          2000
                                                   -----------    ----------   -----------    ----------

                                               <c>            <c>          <c>            <c>
  Interest income . . . . . . . . . . . . . . . .   $   31,289        35,313        94,034       102,988
                                                    ----------    ----------    ----------    ----------
                                                        31,289        35,313        94,034       102,988
                                                    ----------    ----------    ----------    ----------
Expenses:
  Professional services . . . . . . . . . . . . .       41,764         1,590       178,210        84,075
  General and administrative. . . . . . . . . . .       98,787        65,307       317,414       300,774
                                                    ----------    ----------    ----------    ----------
                                                       140,551        66,897       495,624       384,849
                                                    ----------    ----------    ----------    ----------
                                                      (109,262)      (31,584)     (401,590)     (281,861)
Partnership's share of the reduction of the
  maximum unfunded obligation under and income
  related to termination of the indemnification
  agreement . . . . . . . . . . . . . . . . . . .        --           22,367     3,572,177        67,101
                                                    ----------    ----------    ----------    ----------
Earnings (loss) before partnership share of
  gain on sale of indirect partnership interest .     (109,262)       (9,217)    3,170,587      (214,760)
Partnership's share of gain on sale of indirect
  partnership interest. . . . . . . . . . . . . .        --            --          343,038         --
                                                    ----------    ----------    ----------    ----------
      Net earnings (loss) . . . . . . . . . . . .   $ (109,262)       (9,217)    3,513,625      (214,760)
                                                    ==========    ==========    ==========    ==========
      Net earnings (loss) per limited
       partnership interest:
          Earnings (loss) before partnership's
            share of gain on sale of indirect
            partnership interest. . . . . . . . .   $     (.30)         (.02)         8.65          (.56)
          Partnership's share of gain on sale
            of indirect partnership interest. . .        --            --              .97         --
                                                    ----------    ----------    ----------    ----------
            Net earnings (loss) . . . . . . . . .   $     (.30)         (.02)         9.62          (.56)
                                                    ==========    ==========    ==========    ==========
<fn>
                               See accompanying notes to financial statements.
</table>


<PAGE>


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

                       STATEMENTS OF CASH FLOWS
             NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)



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

Cash flows from operating activities:
  Net earnings (loss) . . . . . . . .    $3,513,625       (214,760)
  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 . . .    (3,572,177)       (67,101)
    Partnership's share of gain on
      sale of indirect partnership
      interest. . . . . . . . . . . .      (343,038)         --
  Changes in:
    Rents and other receivables . . .         2,576         13,704
    Accounts payable. . . . . . . . .        20,641        (14,057)
                                         ----------     ----------
        Net cash provided by
          (used in) operating
          activities. . . . . . . . .      (378,373)      (282,214)
                                         ----------     ----------

Cash flows from investing activities:
  Partnership's distributions from
    unconsolidated ventures . . . . .     1,435,704          --
  Cash proceeds from Partnership's
    share of gain on sale of
    indirect partnership interest . .       343,038          --
                                         ----------     ----------
        Net cash provided by
          investing activities. . . .     1,778,742          --
                                         ----------     ----------

        Net increase (decrease)
          in cash and cash
          equivalents . . . . . . . .     1,400,369       (282,214)
        Cash and cash equivalents,
          beginning of year . . . . .     2,162,172      2,523,388
                                         ----------     ----------
        Cash and cash equivalents,
          end of period . . . . . . .    $3,562,541      2,241,174
                                         ==========     ==========














            See accompanying notes to financial statements.


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS

                      SEPTEMBER 30, 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 nine months ended
September 30, 2001 and 2000 were as follows:

                                                         Unpaid at
                                                       September 30,
                                      2001     2000        2001
                                    -------   ------   -------------

Insurance commissions . . . . . .   $  --      1,697         --
Reimbursement (at cost) for
 out-of-pocket salary and
 salary-related expenses. . . . .    66,242   47,279       16,910
                                    -------   ------       ------
                                    $66,242   48,976       16,910
                                    =======   ======       ======

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 for the
Properties (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 interests 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 indemnification
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 indemnification 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 (i) interest earned on
amounts contributed by the Partnership and held in escrow for JMB/NYC, (ii)
the Partnership's share of the agreed upon reduction of the maximum
obligation in November 1999 in connection with the Restructuring discussed
below, and (iii) the Partnership's share of the remaining indemnification
obligation that was released in March 2001 in connection with the sale of
JMB/NYC's indirect interest in the 1290 Partnership.  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 was 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,


<PAGE>


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.

     JMB/NYC's indirect interest through the Upper Tier Partnership in the
partnership (the "1290 Partnership") that owned 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 was approximately $340,000 and is reflected
in the accompanying financial statements).  Such amount was paid in May of
2001 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 was 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 Partnership received its share of the sale
proceeds and collateral amount 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 interests 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 and proceeds
from sales of JMB/NYC's indirect interests in those partnerships.  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 as discussed below.  The outstanding principal and accrued and
deferred interest on the Purchase Note at September 30, 2001, was
approximately $164,760,000, including interest at the default rate (as
defined) of 12-3/4% per annum.



<PAGE>


     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.

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 has advised that its site is contaminated with petroleum
hydrocarbons in excess of Washington state cleanup levels and that
approximately 80,000 to 90,000 tons of contaminated soil has been excavated
and disposed of off-site.  NOP also states that impacted groundwater
recovered during excavation has been addressed as necessary.  NOP advises
that it has incurred costs of investigation and remedial action 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.  Based in part on information
obtained by the Partnership from NOP and in part on its own estimates, the
Partnership preliminarily estimates that there may be between $2.5-$3.5
million in costs incurred by NOP for investigation, remediation, attorneys'
fees and related expenses arising out of the alleged soil contamination of
NOP's property.  Such estimate is preliminary and subject to change, and
the actual costs could ultimately be materially greater.  Moreover, such
estimate does not include any estimated costs for the investigation,
remediation or other treatment of groundwater on NOP's property or for the
investigation, remediation or other treatment of the soil or groundwater at
the 1001 Fourth Avenue Plaza office building site, since the Partnership
does not have preliminary estimates of these potential costs.  At this time
the Partnership is unable to determine what liability, if any, it has for
the total or a portion of the total costs, fees, and related expenses that
may be sought in connection with the alleged contamination, but it intends
to vigorously defend itself in this matter.




<PAGE>


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 September 30,
2001 and for the three and nine months ended September 30, 2001 and 2000.



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 September 30, 2001, the Partnership had cash and cash equivalents
of approximately $3,563,000.  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
agreement (approximately $1,436,000).

     The Corporate General Partner has received from NOP 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.

Based in part on information obtained by the Partnership from NOP and in
part on its own estimates, the Partnership preliminarily estimates that
there may be between $2.5-$3.5 million in costs incurred by NOP for
investigation, remediation, attorneys' fees and related expenses arising
out of the alleged soil contamination of NOP's property.  Such estimate is
preliminary and subject to change, and the actual costs could ultimately be
materially greater.  Moreover, such estimate does not include any estimated
costs for the investigation, remediation or other treatment of groundwater
on NOP's property or for the investigation, remediation or other treatment
of the soil or groundwater at the 1001 Fourth Avenue Plaza office building
site, since the Partnership does not have preliminary estimates of these
potential costs.  At this time the Partnership is unable to determine what
liability, if any, it has for the total or a portion of the total costs,
fees, and related expenses that may be sought in connection with the
alleged contamination, but it intends to vigorously defend itself in this
matter. If such matter is not resolved in the near future, it 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 was 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


<PAGE>


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.  JMB/NYC
elected not to exercise its right to cause a sale of its interest in the
237 Partnership during July 2001.  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.  The general partner of the 237 Partnership has
indicated that it intends to exercise its right to purchase the interest in
the 237 Partnership in January 2002.  The Partnership does not expect to
receive any significant proceeds upon the disposition of JMB/NYC's interest
in the 237 Partnership.

     Although under the terms of the Restructuring JMB/NYC was 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 owned 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 was approximately $340,000 and is reflected
in the accompanying financial statements).  Such amount was paid 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 was
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 Partnership received its share of the sale proceeds
and collateral amount in May 2001.



<PAGE>


     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 interests 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 and proceeds
from sales of JMB/NYC's indirect interests in those partnerships.  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 as discussed below.  The outstanding principal and accrued and
deferred interest on the Purchase Note at September 30, 2001, was
approximately $164,760,000, 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.

     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 interests 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 above, the maximum indemnification
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.
As a result of the sale of JMB/NYC's indirect interest in the 1290
Partnership, the maximum indemnification obligation was reduced to $0 and
the remaining collateral (approximately $5,700,000 face amount of which the
Partnership's share was approximately $1,436,000) 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 (i) interest earned on amounts contributed by the
Partnership and held in escrow for JMB/NYC, (ii) the Partnership's share of
the agreed upon reduction of the maximum obligation in November 1999 in
connection with the Restructuring discussed above, and (iii) the
Partnership's share of the remaining indemnification obligation that was
released in March 2001 in connection with the sale of JMB/NYC's indirect
interest in the 1290 Partnership.  Interest income earned reduced the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which was reflected as a liability as of
December 31, 2000 in the accompanying financial statements.


<PAGE>


     Although the Partnership may make minimal future cash distributions
from operations and sales proceeds, Holders of Interests 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 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.  The remainder would be recognized upon the disposition of the
interest in 237 Park Avenue.  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.  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 increase in cash and cash equivalents at September 30, 2001 as
compared to December 31, 2000 is primarily due to the receipt of the
Partnership's share of the collateral returned to JMB/NYC upon termination
of the indemnification agreement in March 2001 and the Partnership's share
of the proceeds of the March 23, 2001 sale of JMB/NYC's indirect interest
in the 1290 Partnership.  The Partnership received such amounts in May
2001.

     The increase in accounts payable at September 30, 2001 as compared to
December 31, 2000 is primarily due to the timing of payment for certain of
the administrative expenses of the Partnership.

     The decrease in the Partnership's share of the maximum unfunded
obligation under the indemnification agreement as of September 30, 2001,
compared to December 31, 2000, is primarily due to the termination of such
indemnification agreement upon sale of JMB/NYC's indirect interest in the
1290 Partnership on March 23, 2001.


     The increase in professional services for the three and nine months
ended September 30, 2001 as compared to the same periods in 2000 is
primarily due to legal fees incurred in regards to the environmental issues
at 1001 Fourth Avenue Plaza, discussed more fully in the Notes.

     The increase in general and administrative expenses for the three
months ended September 30, 2001 as compared to the same period in 2000 is
primarily due to the timing of payment of investor service and payroll
costs in the third quarter of 2001.



<PAGE>


     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
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 the reduction of the maximum unfunded obligation under the
indemnification agreement recognized as income for the three and nine
months ended September 30, 2000 is a result of interest earned on amounts
contributed by the Partnership and held in escrow for JMB/NYC.

     The Partnership's share of gain on sale of indirect partnership
interest for the nine months ended September 30, 2001 is the Partnership's
share of JMB/NYC's gain from the 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 interests 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 and proceeds
from the sales of JMB/NYC's indirect interests in those partnerships.
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 of JMB/NYC through their
acquisition of a tranche of the Purchase Note, 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 September 30, 2001,
was approximately $164,760,000 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 Associate 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.


     (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: November 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.




                     By:   GAILEN J. HULL
                           Gailen J. Hull, Principal Accounting Officer
                     Date: November 9, 2001