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, 1996     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      




                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION

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

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



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    18

Item 3.    Defaults upon Senior Securities. . . . . . . . . .    18

Item 5.    Other Information. . . . . . . . . . . . . . . . .    19

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    20




<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                         CONSOLIDATED BALANCE SHEETS

                                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                                1996           1995     
                                                                           -------------    ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .     $  8,758,234      5,908,236 
  Short-term investments. . . . . . . . . . . . . . . . . . . . . . . .          374,085      2,568,329 
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . .        3,028,455      1,312,240 
  Rents and other receivables . . . . . . . . . . . . . . . . . . . . .        3,953,364      2,963,711 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .          420,456        289,250 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .        9,027,541      6,191,089 
                                                                            ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .       25,562,135     19,232,855 
                                                                            ------------   ------------ 
Investment properties, at cost:
    Land and leasehold interests. . . . . . . . . . . . . . . . . . . .       19,309,005     20,935,810 
    Buildings and improvements. . . . . . . . . . . . . . . . . . . . .      404,710,317    412,286,995 
                                                                            ------------   ------------ 
                                                                             424,019,322    433,222,805 
  Less accumulated depreciation . . . . . . . . . . . . . . . . . . . .      172,851,871    163,309,553 
                                                                            ------------   ------------ 
        Total investment properties, net of 
          accumulated depreciation. . . . . . . . . . . . . . . . . . .      251,167,451    269,913,252 
                                                                            ------------   ------------ 
Investment in unconsolidated ventures, at equity. . . . . . . . . . . .        1,231,962      1,459,879 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        5,448,962      5,261,096 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .          467,013        489,911 
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . .       14,341,528     11,103,113 
                                                                            ------------   ------------ 
                                                                            $298,219,051    307,460,106 
                                                                            ============   ============ 

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

Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .     $ 39,449,273     39,666,113 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .        3,953,087      2,858,162 
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . .        4,410,656      4,249,390 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,145,351        600,610 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .       16,290,186     13,252,892 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .        2,434,142      1,330,231 
                                                                            ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . . .       68,682,695     61,957,398 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .        2,937,564      1,704,872 
Investment in unconsolidated venture, at equity . . . . . . . . . . . .       87,312,342     84,764,207 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .      392,468,300    382,303,505 
                                                                            ------------   ------------ 
Commitments and contingencies 

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .      551,400,901    530,729,982 

Venture partners' subordinated equity in ventures . . . . . . . . . . .          329,798        329,169 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            1,000          1,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (22,711,995)   (21,515,491)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (1,149,967)    (1,149,967)
                                                                            ------------   ------------ 
                                                                             (23,860,962)   (22,664,458)
                                                                            ------------   ------------ 
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . . .      326,224,167    326,224,167 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .     (514,916,436)  (486,200,337)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (40,958,417)   (40,958,417)
                                                                            ------------   ------------ 
                                                                            (229,650,686)  (200,934,587)
                                                                            ------------   ------------ 
        Total partners' deficits. . . . . . . . . . . . . . . . . . . .     (253,511,648)  (223,599,045)
                                                                            ------------   ------------ 
                                                                            $298,219,051    307,460,106 
                                                                            ============   ============ 
<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)


<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1996          1995          1996         1995     
                                                   -----------    ----------   -----------   ----------- 
<S>                                               <C>            <C>          <C>           <C>          
Income:
  Rental income . . . . . . . . . . . . . . . . .  $17,147,370    16,209,286    51,521,252    47,921,257 
  Interest income . . . . . . . . . . . . . . . .      221,579       266,523       578,848       711,260 
                                                   -----------    ----------   -----------   ----------- 
                                                    17,368,949    16,475,809    52,100,100    48,632,517 
                                                   -----------    ----------   -----------   ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . . .   10,008,788     9,510,277    29,875,398    28,852,133 
  Depreciation. . . . . . . . . . . . . . . . . .    3,050,118     3,391,079     9,542,318    10,173,236 
  Property operating expenses . . . . . . . . . .   10,028,703    10,364,692    28,457,206    28,237,348 
  Professional services . . . . . . . . . . . . .      101,480         --          275,698       423,016 
  Amortization of deferred expenses . . . . . . .      409,307       300,267     1,155,596       918,978 
  General and administrative. . . . . . . . . . .      155,753       200,853       558,325       580,206 
  Provision for value impairment. . . . . . . . .        --            --       13,100,000         --    
                                                   -----------    ----------   -----------   ----------- 
                                                    23,754,149    23,767,168    82,964,541    69,184,917 
                                                   -----------    ----------   -----------   ----------- 
        Operating earnings (loss) . . . . . . . .   (6,385,200)   (7,291,359)  (30,864,441)  (20,552,400)
Partnership's share of gain (loss) from
  operations of unconsolidated ventures . . . . .      866,780    (1,012,002)   (2,285,947)   (4,404,095)
Venture partners' share of earnings (loss)
  from ventures' operations . . . . . . . . . . .    1,404,368     2,001,602     3,237,785     4,375,152 
                                                   -----------    ----------   -----------   ----------- 
        Net operating earnings (loss) . . . . . .   (4,114,052)   (6,301,759)  (29,912,603)  (20,581,343)

Partnership's share of loss on sale of investment
  property by unconsolidated venture. . . . . . .        --      (14,789,529)        --      (14,789,529)
                                                   -----------    ----------   -----------   ----------- 
          Net earnings (loss) before
            extraordinary item. . . . . . . . . .   (4,114,052)  (21,091,288)  (29,912,603)  (35,370,872)

        Extraordinary item:
          Partnership's share of gain on
            extinguishment of indebtedness
            of unconsolidated venture . . . . . .        --       15,632,407         --       15,632,407 
                                                   -----------    ----------   -----------   ----------- 

        Net earnings (loss) . . . . . . . . . . .  $(4,114,052)   (5,458,881)  (29,912,603)  (19,738,465)
                                                   ===========    ==========   ===========   =========== 
        Net earnings (loss) per 
         limited partnership interest:
          Net operating earnings (loss) . . . . .  $    (10.79)       (16.52)       (78.42)       (53.96)
          Partnership's share of gain (loss)
            on sale of investment property by
            unconsolidated venture. . . . . . . .        --           (39.99)        --           (39.99)
          Partnership's share of gain on
            extinguishment of debt of
            unconsolidated venture. . . . . . . .        --            42.26         --            42.26 
                                                   -----------    ----------   -----------   ----------- 
              Net earnings (loss) . . . . . . . .  $    (10.79)       (14.25)       (78.42)       (51.69)
                                                   ===========    ==========   ===========   =========== 

        Cash distributions per limited 
          partnership interest. . . . . . . . . .  $     --            --            --            30.00 
                                                   ===========    ==========   ===========   =========== 










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




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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1996             1995    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(29,912,603)    (19,738,465)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9,542,318      10,173,236 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .     1,155,596         918,978 
    Amortization of discount on long-term debt. . . . . . . . . . . . . . .       109,176         190,143 
    Partnership's share of operations of unconsolidated 
      ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,285,947       4,404,095 
    Venture partners' share of loss from ventures' 
      operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (3,237,785)     (4,375,152)
    Partnership's share of loss on sale of investment property of
      unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . .         --         14,789,529 
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .    10,116,779       8,864,263 
    Provision for value impairment. . . . . . . . . . . . . . . . . . . . .    13,100,000           --    
    Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . .         --        (15,632,407)
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,716,215)        281,103 
    Rents and other receivables . . . . . . . . . . . . . . . . . . . . . .      (989,653)      1,974,063 
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .      (131,206)       (261,964)
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (2,836,452)       (337,616)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .        22,898          25,458 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,094,925         433,690 
    Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . .       161,266     (10,051,364)
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,544,741         (32,972)
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,037,294       2,683,408 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .     1,103,911         (74,437)
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .     1,232,692         (44,350)
                                                                             ------------     ----------- 
        Net cash provided by (used in) operating activities . . . . . . . .     5,683,629      (5,810,761)
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Net sales and maturities (purchases) of short-term investments. . . . . .     2,194,244      16,793,076 
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .    (3,896,517)     (2,200,470)
  Partnership's distribution from unconsolidated ventures . . . . . . . . .       490,105       1,041,820 
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .    (1,343,462)       (918,917)
                                                                             ------------     ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .    (2,555,630)     14,715,509 
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Cash distributions to limited partners. . . . . . . . . . . . . . . . . .         --        (10,983,528)
  Cash distributions to general partners. . . . . . . . . . . . . . . . . .         --           (110,945)
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .      (479,437)     (3,217,043)
  Advance from venture partner. . . . . . . . . . . . . . . . . . . . . . .       201,436           --    
                                                                             ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .      (278,001)    (14,311,516)
                                                                             ------------     ----------- 
        Net increase (decrease) in cash and cash equivalents. . . . . . . .     2,849,998      (5,406,768)

        Cash and cash equivalents, beginning of year. . . . . . . . . . . .     5,908,236       9,551,909 
                                                                             ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .  $  8,758,234       4,145,141 
                                                                             ============     =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $ 15,600,787      18,559,400 
                                                                             ============     =========== 
  Non-cash investing and financing activities . . . . . . . . . . . . . . .  $      --              --    
                                                                             ============     =========== 











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




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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1996 AND 1995

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report on Form 10-K
(File No. 0-12791) filed on March 25, 1996, 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 1995 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.

     Certain amounts in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.

     Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.

TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees and certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments.  Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of September 30, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:

                                                           Unpaid at  
                                                         September 30,
                                   1996       1995           1996     
                               ----------   ---------    -------------
Property management 
 and leasing fees . . . . . .  $1,620,062   1,272,024      2,869,267  
Insurance commissions . . . .      67,501      65,106          --     
Reimbursement (at 
 cost) for out-of-
 pocket salary and
 salary-related
 expenses related
 to the on-site
 and other costs
 for the Partner-
 ship and its
 investment
 properties . . . . . . . . .     141,345     123,186        115,075  
                               ----------   ---------      ---------  
                               $1,828,908   1,460,316      2,984,342  
                               ==========   =========      =========  

     Payment of certain pre-1993 property management and leasing fees
payable under the terms of the management agreements ($2,821,503 or approx-
imately $8 per $1,000 Interest at September 30, 1996) has been deferred. 
All subsequent property management fees and leasing fees are being paid
currently.

     The Partnership has an obligation to fund, on demand, $600,000 and
$600,000 to Carlyle Managers, Inc. and Carlyle Investors, Inc.,
respectively, of additional paid-in capital (reflected in amounts due to
affiliates in the accompanying financial statements).  As of September 30,
1996, these obligations bore interest at 5.93% per annum and interest
accrued on these obligations was $209,617.


UNCONSOLIDATED VENTURE - SUMMARY INFORMATION

     Summary income statement information for JMB/NYC for the nine months
ended September 30, 1996 and 1995 is as follows:

                                             1996             1995    
                                         ------------      -----------
  Total income from 
    properties 
    (unconsolidated). . . . . .          $106,999,524      103,041,028
                                         ============      ===========
  Operating loss of ventures. .          $ 17,524,116       46,678,713
                                         ============      ===========
  Partnership's share 
    of loss from
    operations. . . . . . . . .          $  2,548,135        4,401,895
                                         ============      ===========

  Partnership's share
    of loss on sale of
    investment property . . . .          $     --           14,789,529
                                         ============      ===========
  Partnership's share 
    of gain on extinguish-
    ment of indebtedness. . . .          $     --           15,632,407
                                         ============      ===========

JMB/NYC

     In October 1994, the Partnership and its affiliated partners (together
with the Partnership, the "Affiliated Partners"), through JMB/NYC Office
Building Associates, L.P. ("JMB/NYC"), entered into an agreement (the
"Agreement") with the affiliates (the "Olympia & York affiliates") of
Olympia & York Developments, Ltd. ("O&Y") who are the venture partners in
the joint ventures which own or owned 237 Park Avenue, 1290 Avenue of the
Americas and 2 Broadway, to resolve certain disputes among the Affiliated
Partners and the Olympia and York affiliates.  In general, the parties
agreed to:  (i) restructure the first mortgage loan; (ii) sell the 2
Broadway Building; (iii) reduce or eliminate approval rights of JMB/NYC
with respect to virtually all property management, leasing, sale or
refinancing; (iv) amend the joint ventures' agreements to eliminate any
funding obligations by JMB/NYC and (v) establish a new preferential cash
distribution level for the Olympia & York affiliates.  In accordance with
the Agreement and in anticipation of the sale of the 2 Broadway Building,
the unpaid first mortgage indebtedness previously allocated to 2 Broadway
was allocated in 1994 to 237 Park Avenue and 1290 Avenue of the Americas.

     As part of the Agreement, JMB/NYC and the Olympia & York affiliates
agreed to file a pre-arranged bankruptcy plan for reorganization under
Chapter 11 of the Bankruptcy Code in order to facilitate the restructuring
of the joint ventures between JMB/NYC and the Olympia & York affiliates and
the debt encumbering the two properties after the sale of 2 Broadway.  In
June 1995, the 2 Broadway joint ventures filed their pre-arranged
bankruptcy plans for reorganization, and in August 1995, the bankruptcy
court entered an order confirming their plans of reorganization.  In
September 1995, the sale of the 2 Broadway Building was completed.  Such
sale did not result in any distributable proceeds to JMB/NYC or O&Y and its
affiliates.

     Bankruptcy filings for the other joint ventures were made in April
1996, and in August 1996, an Amended Plan of Reorganization and Disclosure
Statement (the "Plan") was filed with the Bankruptcy Court for all such
joint ventures.  The Plan was accepted by the various classes of debt and
equity holders and confirmed by the Court on September 20, 1996 and became
effective October 10, 1996.  The Plan provides that JMB/NYC has an indirect
limited partnership interest which, before taking into account certain
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 a newly-organized real estate
investment trust which is owned primarily by holders of the first mortgage
debt which encumbered the Properties prior to the bankruptcy.  JMB/NYC has,
under certain 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.

     The restructuring and reorganization discussed above eliminates any
potential additional obligation of the Partnership in the future to provide
additional funds under its previous joint venture agreements.  The
Affiliated Partners entered into a joint and several obligation to
indemnify the newly formed real estate investment trust 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.  As
collateral for such indemnification, $7.8 million of marketable U.S.
government debt securities (of which the Partnership's share was $1.9
million) was provided to the real estate investment trust in October 1996. 
Compliance with the provisions of the indemnification agreement 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, it is highly likely that the Partnership's
share of the collateral will be returned to it at the termination of the
indemnification agreement.

     While JMB/NYC is not expected to terminate in the near term, it
currently appears unlikely that any significant distributions will be made
to 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 preference levels within the reorganized structure.

     ORCHARD ASSOCIATES

     The Partnership's interest in Old Orchard shopping center (through
Orchard Associates and Old Orchard Urban Venture ("OOUV") was sold in
September 1993.

     Old Orchard Urban Venture still may earn, under certain conditions, up
to an additional $3,400,000 (of which Orchard Associates has a 79.1667
interest) based upon certain future earnings of the property (as defined),
none of which has been earned or received as of the date of this report.

     In August 1996, OOUV distributed to Orchard Associates $455,000 in
proceeds from the partial settlement of operating prorations.  As a result,
Orchard Associates distributed $227,500 to the Partnership representing its
share of such operating prorations.

     COPLEY PLACE

     The joint venture modified the existing first mortgage note effective
March 1, 1992.  Any cash flow from the property, after all current capital
and leasing expenditures, is being escrowed for the purpose of paying for
future capital and leasing requirements.  As a result of the debt
modification, the property produced cash flow in 1993, 1994, 1995 and 1996,
which has been escrowed for future potential leasing requirements as set
forth in the current loan modification.  At September 30, 1996, such
escrowed funds approximated $6,629,000.

     The Partnership's interest in the joint venture is also subject to a
purchase price note and several recourse loans for past operating deficits.

While these notes and loans are presently due to an affiliate of the
General Partners, they were originally payable to the unaffiliated seller
who was subsequently purchased by an affiliate of the General Partners in
1984.

     In May 1996, the venture used approximately $945,000 of Copley Place
cash reserves to repay a 1996 advance of approximately $720,000 from the
affiliated venture partner with the remaining balance applied to accrued
interest on the operating deficit loans.

     In 1996, leases for approximately 19% of the tenant space was
scheduled to expire of which approximately 18% of the tenant space was
renewed or leased to new tenants.  In July 1996, the joint venture signed a
new five year lease with a tenant whose lease for approximately 129,000
square feet (11% of the tenant space) was scheduled to expire in July 1996.

     On October 31, 1996, the Partnership and its joint venture partners
entered into a letter of intent whereby the Partnership would sell its
entire interest in the joint venture, and the joint venture partners would
sell a portion of their interest in the joint venture and certain
associated assets in which the Partnership does not have an interest, to an
unaffiliated third party.  Though there can be no assurance that such sale
will ultimately be consummated, or on what terms or timing, in order to
facilitate such sale the Partnership, the joint venture partners and the
holders of the purchase price note and the operating deficit loans have
agreed that the Partnership will receive a nominal amount of net proceeds
after extinguishment of its obligations under the purchase price note and
the operating deficit loans, upon closing.  The Partnership has determined
to enter into this agreement and sell its interest in the property at this
time given, among other things, the ability to realize a nominal amount of
proceeds from the transaction despite the current large levels of recourse
and non-recourse debt of the Partnership which would otherwise have
required that all proceeds go to the joint venture partners and the holder
of the purchase price note (even at a significantly higher purchase price
for the Partnership's interest), the risk of future capital calls by the
joint venture and the refinancing risk faced by the Partnership when the
mortgage debt secured by the property comes due in 1998.  In the event such
sale is consummated, the Partnership will recognize a significant gain for
financial reporting and federal income tax purposes with only nominal net
proceeds.  In addition, the property will be classified as held for sale or
disposition as of October 1, 1996.

     SHERRY LANE PLACE

     All excess cash flow is remitted to the lender as additional debt
service on the modified mortgage.  During 1996, the Partnership has
remitted approximately $195,000 to the lender representing excess cash flow
generated (as defined) through September 1996.  The Partnership does not
consider this investment to be a source of future liquidity.  The joint
venture may decide not to commit any significant additional amounts to the
property, which may result in the joint venture no longer having an
ownership in the property.  In such event, the joint venture would
recognize a gain for financial reporting and Federal income tax purposes
with no corresponding distributable proceeds.

     MARSHALL'S AURORA PLAZA

     In February 1996, the Partnership was notified by TJX, the new owner
of the Marshall's store, of its intent to sublease or assign its lease as
permitted by Marshall's current lease agreement.  The Partnership was
working with TJX to secure another tenant for its 28,000 square foot store
and issued a proposal for a replacement tenant.  In May 1996, the
Partnership was notified that an agreement in principle was reached between
TJX and a national retailer specializing in crafts and hobby supplies,
whereby TJX will assign its lease to the national retailer.  This
transaction is not expected to have an adverse financial impact on the
property and the new national retailer's store, when open, is expected to
generate additional traffic to the center.  There can be no assurance this
transaction will be finalized.  The Partnership intends to market the
property for sale once the issue with the Marshall's store is resolved.  In
addition, the Partnership had initiated discussions with the first mortgage
lender for a short-term extension of the mortgage loan which was originally
due in November 1996.  The lender agreed to a short-term loan extension
until June 2, 1997 with the payment of a loan extension fee (paid on
November 1, 1996) equal to 1.25% of the outstanding balance of
approximately $5,368,000, or $67,100.

     PLAZA TOWER

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

     CARROLLWOOD APARTMENTS

     In September 1993, the venture refinanced the mortgage loan with an
unaffiliated third party.  The venture was obligated to establish an escrow
account for future capital improvements.  The escrow account was initially
funded by the Partnership's capital contribution to the venture and is
subsequently funded by the operations of the venture.  As of the date of
this report, the escrow account has a balance of approximately $123,000 and
no amounts have been withdrawn.

     In April 1996, the property manager (an affiliate of the Partnership's
joint venture partner in the property) of the apartment complex notified
the Partnership of potential sub-terranean termite damage at the property. 
This damage was discovered as a result of a wood replacement project that
was undertaken to prepare the property to market for sale.  The property
manager obtained three competitive bids to repair the damage, each of which
totalled approximately $1,400,000.  In addition, the exterminating company
that had been treating the property for several years has been notified of
the extensive damage and is negotiating with the property manager and the
venture partners its liability regarding the damage.  The joint venture is
currently exploring its alternatives regarding this issue and if an
agreement with the exterminating company cannot be reached whereby the
exterminating company will agree to pay for substantially all the damage,
the joint venture will likely pursue its remedies against the exterminating
company.  Accordingly, the Partnership has recorded for financial reporting
purposes, a liability and a related receivable for the estimated repair
costs and recovery of such repair costs.

     LONG BEACH PLAZA

     The Partnership has not remitted all of the scheduled debt service
payments for the mortgage loan secured by the Long Beach Plaza shopping
center since June 1993.  Accordingly, the combined balances of the mortgage
note and related accrued interest of approximately $46,527,000 at September
30, 1996 and approximately $44,220,000 at December 31, 1995 are in default
and have been classified as current liabilities in the accompanying
consolidated financial statements.  The Partnership had initiated
discussions with the first mortgage lender regarding a modification of its
mortgage loan secured by the property, which was originally due in June
1994.  The lender agreed to a short-term loan extension until August 31,
1995.  The Partnership has been unable to secure a modification or further
extension to the loan.  The Partnership has decided not to commit any
significant additional amounts to the property.  In March 1996, a receiver
for the property was appointed for the benefit of the lender.  As a result,
the Partnership was required to submit to the lender approximately
$1,000,000 of prior years' cash generated from the property.  Title is
expected to be transferred in 1997.  This will result in the Partnership no
longer having an ownership interest in such property and will result in
gain for financial reporting and Federal income tax purposes to the
Partnership with no corresponding distributable proceeds.

     Due to the above default and the likelihood that the lender will
realize upon its security interest in the near term, the property was
classified as held for sale or disposition as of July 1, 1996. 
Accordingly, the property has not been subject to continued depreciation. 
The accompanying consolidated financial statements include $4,135,460 and
$4,428,274 of revenues and $3,652,955 and $4,493,478 of operating expenses
for the nine months ended September 30, 1996 and 1995, respectively.  The
property had a net carrying value of $13,773,431 and $27,239,529 at
September 30, 1996 and December 31, 1995, respectively.

     The Partnership recorded a provision for value impairment of
$13,100,000 as of January 1, 1996.

     THE GLADES APARTMENTS

     The joint venture had commenced marketing the Glades Apartments for
sale.  In July 1996, the joint venture signed a letter of intent to sell
the property to an unaffiliated third party.  If consummated, the sale
would result in a gain for financial reporting and Federal income tax
purposes.  The sale is subject to certain contingencies which must be
satisfied prior to the proposed closing date in November 1996.  There can
be no assurances that a sale of the property will be consummated on the
terms outlined in the letter of intent or on any other terms.  The property
was classified as held for sale or disposition as of April 1, 1996 and
therefore has not been subject to continued depreciation.  The accompanying
consolidated financial statements include $1,708,004 and $1,623,425 of
revenues and $1,645,095 and $1,623,237 of operating expenses for the nine
months ended September 30, 1996 and 1995, respectively.  The property had a
net carrying value of $7,938,006 and $7,963,205 at September 30, 1996 and
December 31, 1995, respectively.

     ALLIED AUTOMOTIVE CENTER

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

     The Partnership has retained title to a defined 1.9 acre piece of land
(the "Parcel").  During the buyer's due diligence investigation, the buyer
found traces of contamination located on a portion of the Parcel as well as
on a portion of the land owned by the two affiliated selling entities.  It
was subsequently determined that such contamination was most likely the
result of certain activities of the previous owner.  As a result, the
purchase price was reduced by approximately $682,000 for the Partnership's
excluded land.  The land may be purchased by the buyer after the
environmental clean-up is completed.  Recently, the Partnership has been
informed that certain regulatory agencies have approved the clean-up of the
site and approved the shut-down of the clean-up operation.  The Partnership
is currently awaiting final written approval from the state regulatory
agency.  The gain associated with this Parcel, approximately $543,000, will
be recognized if and when the closing occurs (currently expected to be in
late 1996 or early 1997).  There can be no assurance that the sale of this
Parcel will be consummated on these or any other terms.

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 1995
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1996 and for the three and nine
months ended September 30, 1996 and 1995.


PART I.  FINANCIAL INFORMATION

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

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

     At September 30, 1996, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $8,758,000.  Included in
cash and cash equivalents at September 30, 1996 is $5,520,836 of Copley
Place venture cash of which approximately $3,800,000 is to be used for
payment of a portion of the real estate taxes for the property (of which
approximately $1,900,000 was paid in November 1996), approximately $570,730
represents excess cash flow generated by Copley Place related to the second
quarter of 1996, which was remitted to the lender during the fourth
quarter, and approximately $163,000 represents lease termination proceeds
which are being amortized and remitted to the lender over the remaining
terms of the related original leases (as defined).  In October 1996, the
Partnership funded $1.9 million as collateral for its indemnification
related to its indirect limited partnership interest in JMB/NYC.  Remaining
amounts are available for working capital requirements and potential
leasing, tenant improvement and other costs at certain of the Partnership's
other investment properties.  In addition, the consolidated balance sheet
at September 30, 1996 includes approximately $6.6 million of escrowed funds
for potential leasing costs at Copley Place.  The Partnership and its
consolidated ventures have currently budgeted in 1996 approximately
$6,078,000 for tenant improvements and other capital expenditures which is
a reduction of approximately $3,344,000 from original budget estimates
primarily due to lower than anticipated re-leasing costs associated with
the renewal of a major tenant's lease at the Copley Place multi-use
complex.  The Partnership's share of such items in 1996 is currently
budgeted to be approximately $3,936,000 of which approximately $2,268,000
has been expended on capital improvements at September 30, 1996.

     Based upon estimated operations of certain of the Partnership's
investment properties and on the anticipated requirements of the
Partnership to fund its share of potential leasing and capital improvement
costs at these properties, the Partnership suspended operating cash
distributions to the Limited and General Partners effective as of the first
quarter of 1992.

     The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return to the
Limited Partners.  After reviewing the remaining properties and their
competitive marketplace, the General Partners of the  Partnership expect to
be able to conduct an orderly liquidation of most of the remaining assets
as quickly as practicable.  Therefore, it is currently expected that the
Partnership will sell or dispose of its remaining investment properties,
with the possible exception of the Partnership's interest in the indirect
limited partnership interests related to 237 Park Avenue and 1290 Avenue of
Americas properties, no later than 1999 (sooner if the properties are sold
or disposed of in the nearer term) barring unforeseen economic
developments.

     Although the Partnership expects to distribute sale proceeds from the
disposition of certain of the Partnership's remaining investment
properties, aggregate distributions of net cash flow and sale and
refinancing proceeds received by the Limited Partners over the entire term
of the Partnership will be substantially less than half of their original
investment.  However, in connection with sales or other dispositions
(including a transfer of title to a lender) of properties (or interests
therein) owned by the Partnership or its ventures, the Limited Partners may
be allocated substantial gain for Federal income tax purposes regardless of
whether any proceeds are distributable from such sales or other
dispositions.

     As discussed in more detail in the notes to the accompanying
consolidated financial statements, the Copley Place, Long Beach Plaza and
Glades Apartment investment properties are currently classified as held for
sale or disposition.  Due to the default on the mortgage loan secured by
Long Beach Plaza, it is expected that title to the property will be
transferred to the lender or its designee in 1997.

RESULTS OF OPERATIONS

     The aggregate increase in cash and cash equivalents and short-term
investments at September 30, 1996 as compared to December 31, 1995 is
primarily due to cash generated from operations at the Copley Place multi-
use complex, a portion of which is reserved as discussed above.

     The increase in restricted funds and the corresponding increase in
tenant security deposits at September 30, 1996 as compared to December 31,
1995 is primarily due to additional deposits received from a tenant at
Copley Place as required per the tenant's lease which will be refunded to
the tenant in late 1996 due to the recent renewal of its lease.

     The increase in rents and other receivables and the corresponding
increase in accounts payable at September 30, 1996 as compared to December
31, 1995 is primarily due to a recorded liability and a related receivable
at Carrollwood Apartments relating to termite damage for which the
exterminating company is believed to be liable for the repair costs.

     The increase in escrow deposits at September 30, 1996 as compared to
December 31, 1995 is primarily due to the excess cash flow being generated
from the Copley Place multi-use complex and deposited with the lender as
required by the loan modification.

     The decrease in land and building and improvements at September 30,
1996 as compared to December 31, 1995 is primarily due to the $13,100,000
provision for value impairment recorded for the Long Beach Plaza Shopping
Center at January 1, 1996.

     The increase in venture partners' deficits in ventures at September
30, 1996 as compared to December 31, 1995 is primarily due to the
allocation to the venture partner of its share of operating losses being
incurred at the Copley Place multi-use complex.

     The increase in unearned rents at September 30, 1996 as compared to
December 31, 1995 is primarily due to the timing of receipt of rental
income at Copley Place multi-use complex.

     The increase in accrued interest at September 30, 1996 as compared to
December 31, 1995 is primarily due to the continued suspension of debt
service payments on the long-term mortgage loan secured by Long Beach
Plaza.

     The increase in accrued real estate taxes at September 30, 1996 as
compared to December 31, 1995 is due to the timing of real estate tax
payments at certain of the Partnership's investment properties.

     The increased deficit in unconsolidated venture at September 30, 1996
as compared to December 31, 1995 is primarily due to the allocation of the
Partnership's share of operating losses from JMB/NYC Office Building
Associates, L.P.

     The increase in long-term debt, less current portion at September 30,
1996 as compared to December 31, 1995 is primarily due to the accrual of
long-term deferred interest of approximately $7,079,000 on the Copley Place
purchase price note and the accrual of long-term deferred interest of
approximately $2,788,000 on the Copley Place mortgage note.

     The increase in rental income for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 is primarily due to higher average occupancy at Copley Place in
1996.

     The decrease in interest income for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 is primarily due to a lower average balance in short-term
investments in 1996 as a result of the February 1995 distribution to
partners of previous undistributed sales proceeds of $11,094,473 and the
February 1995 payment of $10,000,000 for previously deferred property
management and leasing fees.

     The increase in mortgage and other interest for the three and nine
months ended September 30, 1996 as compared to the three and nine months
ended September 30, 1995 is primarily due to the higher average balance in
1996 on the Copley Place purchase price note.

     The provision for value impairment in the amount of $13,100,000 for
the nine months ended September 30, 1996 is due to the uncertainty of the
Partnership's ability to recover the net carrying value of the Long Beach
Plaza Shopping Center from future operations or sale.

     The decrease in the Partnership's share of loss from operations of
unconsolidated ventures for the three and nine months ended September 30,
1996 as compared to the three and nine months ended September 30, 1995 is
primarily due to the lower interest expense related to the discharge of
principal and accrued interest on the 2 Broadway Purchase Notes of
$62,529,627 as a result of the sale of 2 Broadway in September 1995,
partially offset by a decrease in rental income at the 1290 Avenue of the
Americas office building due to greater vacancy during 1996.

     The decrease in venture partners' share of loss from ventures'
operations for the three and nine months ended September 30, 1996 as
compared to the three and nine months ended September 30, 1995 is primarily
due to improved operations at Copley Place as a result of higher rental
income due to increased average occupancy, partially offset by increased
real estate taxes which are only partially recoverable from tenants.

     The loss on sale of investment property by unconsolidated venture and
the Partnership's share of gain on extinguishment of indebtedness of
unconsolidated venture for the three and nine months ended September 30,
1995 is primarily due to the disposition of the 2 Broadway Building and the
related gain on the extinguishment of indebtedness.




PART II.  OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     In February 1996, an action entitled TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA V. CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII, JMB
REALTY CORPORATION, et. al. was initiated in California Superior Court of
Orange County, California.  In the proceeding, Teachers Insurance and
Annuity Association of America ("Teachers"), as the holder of the mortgage
notes secured by the Long Beach Plaza Shopping Center, sought the
appointment of a receiver for the benefit of the lender to take exclusive
possession, control and operation of the property.  Due to declining retail
sales at the shopping center and one of its anchor tenant's previously
vacating its space, the Partnership has not made all of the scheduled debt
service payments on the mortgage notes since June 1993.  The Partnership
also did not pay the outstanding principal and accrued interest on the
first mortgage note at its maturity in August 1995 (combined principal and
accrued interest balance at September 30, 1996 was approximately
$46,527,000).  The Partnership was unable to obtain a long-term
modification of the mortgage notes from Teachers, and the Partnership
decided not to commit any significant additional amounts to the property. 
In March 1996, the Court granted Teachers' application and entered an order
for a receiver to take exclusive possession, control and operation of the
property.  Accordingly, the receiver has control of the property and its
operations.  An affiliate of the General Partners continues as the property
manager, at the discretion of the receiver.  Title to the property is
expected to be transferred to Teachers or its designee in 1997.

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


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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





<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 1996.

<CAPTION>
                                                 1995                                1996               
                                  -------------------------------------   ------------------------------
                                     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. Marshall's Aurora Plaza 
     shopping center
     Aurora (Denver), Colorado. .    94%       94%        92%       92%     95%      96%     96%
 2. Carrollwood Station 
     Apartments
     Tampa, Florida . . . . . . .    99%       99%        97%       96%     96%      98%     97%
 3. Long Beach Plaza 
     shopping center
     Long Beach, California . . .    55%       53%        53%       55%     55%      55%     55%
 4. The Glades Apartments
     Jacksonville, Florida. . . .    87%       94%        96%       95%     92%      93%     93%
 5. Sherry Lane Place 
     office building
     Dallas, Texas. . . . . . . .    98%       99%        97%       97%     96%      97%     96%
 6. Copley Place 
     multi-use complex
     Boston, Massachusetts. . . .    73%       73%        88%       86%     89%      93%     90%
 7. Plaza Tower office building
     Knoxville, Tennessee . . . .    92%       92%        93%       92%     91%      93%     93%
 8. 237 Park Avenue Building
     New York, New York . . . . .    98%       98%        98%       98%     98%      98%     98%
 9. 1290 Avenue of the Americas 
     Building
     New York, New York . . . . .    94%       94%        94%       78%     78%      71%     81%


</TABLE>



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 hereby incorporated by reference to
the Partnership's Report for 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 filed herewith.

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

        4-B.    Documents relating to the modification of the mortgage
loan secured by the Copley Place multi-use complex are hereby incorporated
by reference to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-12791) dated March 29, 1993.

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

        10-B.   Documents relating to the sale by the Partnership of an
interest in the Allied Automotive Center, in Southfield, Michigan, are
hereby incorporated herein by reference to the Partnership's Report for
October 10, 1990 on Form 8-K (File No. 0-12791) dated October 30, 1990.

        10-C.   Agreement dated March 25, 1993 between JMB/NYC and the
Olympia & York affiliates regarding JMB/NYC's deficit funding obligations
from January 1, 1992 through June 30, 1993 are hereby incorporated by
reference to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-12791) dated March 29, 1993.

        10-D.   Agreement of Limited Partnership of Carlyle - XIII
Associates L.P. is hereby incorporated by reference to the Partnership's
Report for March 31, 1993 on Form 10-Q (File No. 0-12791) dated May 14,
1993.

        10-E.   Documents relating to the sale by the Partnership of its
interest in the Old Orchard Urban Venture are herein incorporated by
reference to the Partnership's Report for August 30, 1993 on Form 8-K (File
No. 0-12791) dated November 12, 1993.

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

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

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

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

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

        10-K.   Proposed Restructure of Two Broadway, 1290 Avenue of the
Americas and 237 Park Avenue, New York, New York and Summary of Terms dated
October 14, 1994, is hereby incorporated by reference to the Partnership's
report for December 31, 1994 on Form 10-K (File No. 0-12791) dated March
27, 1995.

        10-L.   Assumption Agreements dated October 14, 1994 made by 237
Park Avenue Associates and by 1290 Associates in favor and for the benefit
of O&Y Equity Company, L.P., O&Y NY Building Corp. and JMB/NYC Office
Building Associates, L.P., are hereby incorporated by reference to the
Partnership's report for December 31, 1994 on Form 10-K (File No. 0-12791)
dated March 27, 1995.

        10-M.   Assumption Agreements dated October 14, 1994 made by O&Y
Equity Company, L.P., and by O&Y NY Building Corp. and by JMB/NYC Office
Building Associates, L.P. in favor and for the benefit of 2 Broadway
Associates and 2 Broadway Land Company, are hereby incorporated by
reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-12791) dated March 27, 1995.

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

        10-O.   Amendment No. 1 to the Second Amended and Restated
Articles of Partnership of JMB/NYC Office Building Associates, L.P. is
hereby incorporated by reference to the Partnership's report for March 31,
1995 on Form 10-Q (File No. 0-12791) dated May 11, 1995.

        10-P.   Agreement of Sale between 2 Broadway Associates, L.P. and
2 Broadway Acquisition Corp. dated August 10, 1995, is hereby incorporated
by reference to the Partnership's report for December 31, 1995 on Form 10-K
(File No. 0-12791) dated March 25, 1996.

        10-Q.   Agreement of Conversion of 1290 Associates into 1290
Associates, L.L.C. dated October 10, 1995 among JMB/NYC Office Building
Associates, L.P., an Illinois limited partnership, O&Y Equity Company,
L.P., a Delaware limited partnership and O&Y NY Building Corp., a Delaware
corporation, is hereby incorporated by reference to the Partnership's
report for December 31, 1995 on Form 10-K (File No. 0-12791) dated March
25, 1996.

        10-R.   Agreement of Conversion of 237 Park Avenue Associates into
237 Park Avenue Associates, L.L.C., dated October 10, 1995 among JMB/NYC
Office Building Associates, L.P., an Illinois limited partnership, O&Y
Equity Company, L.P., a Delaware limited partnership and O&Y NY Building
Corp., a Delaware corporation, is hereby incorporated by reference to the
Partnership's report for December 31, 1995 on Form 10-K (File No. 0-12791)
dated March 25, 1996.

        10-S.   Disclosure Statement for the Second Amended Joint Plan of
Reorganization of 237 Park Avenue Associates, L.L.C. and 1290 Associates,
L.L.C. dated August 9, 1996 is filed herewith.

        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 Securities and Exchange Commission upon request.

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





                              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 8, 1996


     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: November 8, 1996