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, 1998                           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 . . . . . . . . . . . . . . . . . . . .    13



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    15

Item 3.    Defaults upon Senior Securities. . . . . . . . . .    15

Item 5.    Other Information. . . . . . . . . . . . . . . . .    16

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    17



<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                         CONSOLIDATED BALANCE SHEETS
                                  SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1998            1997     
                                                                           -------------    ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .     $  2,668,068      9,528,301 
  Short-term investments. . . . . . . . . . . . . . . . . . . . . . . .          249,985        374,085 
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . .          116,918         23,218 
  Rents and other receivables . . . . . . . . . . . . . . . . . . . . .        1,304,849      2,157,413 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .           32,611         96,133 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .            --           119,254 
                                                                            ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .        4,372,431     12,298,404 
                                                                            ------------   ------------ 
Investment properties held for sale or disposition. . . . . . . . . . .        9,277,123     14,917,470 
                                                                            ------------   ------------ 

Investment in unconsolidated ventures, at equity. . . . . . . . . . . .           31,957         31,957 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .          115,050        219,687 
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . .            --           133,368 
                                                                            ------------   ------------ 
                                                                            $ 13,796,561     27,600,886 
                                                                            ============   ============ 



<PAGE>


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

                            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                            -----------------------------------------------------
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1998            1997     
                                                                           -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .     $ 33,734,354     40,361,075 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .          182,867        235,535 
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . .          717,652      1,994,139 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .          106,204        109,854 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .       21,563,921     18,302,502 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .          178,341          --    
                                                                            ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . . .       56,483,339     61,003,105 

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .          182,422        255,538 
Partnership's share of the maximum unfunded
  obligation under the indemnification agreement. . . . . . . . . . . .        4,030,569      4,131,258 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .        1,618,304      1,479,679 
                                                                            ------------   ------------ 
Commitments and contingencies 

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .       62,314,634     66,869,580 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            1,000          1,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (18,577,858)   (18,485,486)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (1,149,967)    (1,149,967)
                                                                            ------------   ------------ 
                                                                             (19,726,825)   (19,634,453)
                                                                            ------------   ------------ 
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . . .      326,224,167    326,224,167 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .     (293,943,477)  (295,750,699)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (61,071,938)   (50,107,709)
                                                                            ------------   ------------ 
                                                                             (28,791,248)   (19,634,241)
                                                                            ------------   ------------ 
        Total partners' deficits. . . . . . . . . . . . . . . . . . . .      (48,518,073)   (39,268,694)
                                                                            ------------   ------------ 
                                                                            $ 13,796,561     27,600,886 
                                                                            ============   ============ 
<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


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

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                                 (UNAUDITED)
<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1998          1997          1998          1997    
                                                   -----------    ----------   -----------    ---------- 
<S>                                               <C>            <C>          <C>            <C>         
Income:
  Rental income . . . . . . . . . . . . . . . . .  $   960,044     3,939,927     3,495,245    14,784,053 
  Interest income . . . . . . . . . . . . . . . .       73,044        88,832       390,362       290,718 
  Other income. . . . . . . . . . . . . . . . . .        --            --          186,043         --    
                                                   -----------   -----------   -----------   ----------- 
                                                     1,033,088     4,028,759     4,071,650    15,074,771 
                                                   -----------   -----------   -----------   ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . . .    1,153,095     4,037,230     3,616,852     9,348,164 
  Property operating expenses . . . . . . . . . .    1,105,582     3,517,703     3,529,761     9,861,605 
  Professional services . . . . . . . . . . . . .       18,582        27,441       192,468       250,829 
  Amortization of deferred expenses . . . . . . .        7,172        89,833        21,516       546,831 
  General and administrative. . . . . . . . . . .       88,796       104,714       462,002       554,075 
                                                   -----------   -----------   -----------   ----------- 
                                                     2,373,227     7,776,921     7,822,599    20,561,504 
                                                   -----------   -----------   -----------   ----------- 
                                                    (1,340,139)   (3,748,162)   (3,750,949)   (5,486,733)
Partnership's share of the reduction of 
  the maximum unfunded obligation under 
  the indemnification agreement . . . . . . . . .       33,563        33,563       100,689       100,690 
Venture partners' share of earnings (loss) from 
  ventures' operations. . . . . . . . . . . . . .        --             (508)         (401)       (6,078)
                                                   -----------   -----------   -----------   ----------- 
        Earnings (loss) before gain on sale or 
          disposition of investment properties 
          or interest in investment property. . .   (1,306,576)   (3,715,107)   (3,650,661)   (5,392,121)

Gain on sale or disposition of investment 
  properties or interest in investment property, 
  net of venture partner's share. . . . . . . . .        --       23,382,167     5,365,511    95,553,572 
                                                   -----------   -----------   -----------   ----------- 
        Earnings (loss) before extraordinary items  (1,306,576)   19,667,060     1,714,850    90,161,451 
Extraordinary items . . . . . . . . . . . . . . .        --          285,104         --       55,468,888 
                                                   -----------   -----------   -----------   ----------- 
        Net earnings (loss) . . . . . . . . . . .  $(1,306,576)   19,952,164     1,714,850   145,630,339 
                                                   ===========   ===========   ===========   =========== 


<PAGE>


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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED




                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1998          1997          1998          1997    
                                                   -----------    ----------   -----------    ---------- 
        Net earnings (loss) per 
         limited partnership interest:
          Earnings (loss) before gain on sale
            or disposition of investment properties
            or interest in investment property. . $      (3.43)        (9.74)        (9.58)       (14.14)
          Gain on sale or disposition of invest-
            ment properties or interest in 
            investment property, net of venture 
            partners' share . . . . . . . . . . .        --            63.25         14.51        258.46 
          Extraordinary items . . . . . . . . . .        --              .77         --           150.04 
                                                  ------------    ----------   -----------   ----------- 
              Net earnings (loss) . . . . . . . . $      (3.43)        54.28          4.93        394.36 
                                                  ============    ==========   ===========   =========== 

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

















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


<PAGE>


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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1998             1997    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,714,850     145,630,339 
  Items not requiring (providing) cash or cash equivalents:
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .        21,516         546,831 
    Amortization of discount on long-term debt. . . . . . . . . . . . . . .       138,625         123,022 
    Partnership's share of the reduction of the maximum
      unfunded obligation under the indemnification agreement . . . . . . .      (100,689)       (100,690)
    Venture partners' share of ventures' operations . . . . . . . . . . . .           401           6,078 
    Gain on sale or disposition of investment properties or interest
      in investment property, net of venture partners' share. . . . . . . .    (5,365,511)    (95,553,572)
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .         --            443,264 
    Provision for value impairment. . . . . . . . . . . . . . . . . . . . .         --            629,639 
    Working capital decrease related to sale of interest in 
      investment property . . . . . . . . . . . . . . . . . . . . . . . . .         --         (2,318,702)
    Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . .         --        (55,468,888)
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (93,700)        305,235 
    Rents and other receivables . . . . . . . . . . . . . . . . . . . . . .       905,451         529,973 
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .        63,522         (43,350)
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .       107,674       1,351,634 
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .         --            (30,334)
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .       210,719      (1,477,655)
    Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . .    (1,276,487)     (1,033,774)
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (3,650)       (105,612)
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,261,419       4,326,225 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .       178,341        (617,032)
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .       (73,116)       (385,268)
                                                                             ------------     ----------- 
        Net cash provided by (used in) operating activities . . . . . . . .      (310,635)     (3,242,637)
                                                                             ------------     ----------- 



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                                 1998             1997    
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Proceeds from sale of investment properties or interest 
    in investment property, net of selling expenses . . . . . . . . . . . .     4,642,140      17,708,785 
  Net sales and maturities (purchases) of short-term investments. . . . . .       124,100           --    
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .       (97,746)     (2,371,171)
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .         --               (600)
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .         6,351        (259,014)
                                                                             ------------     ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .     4,674,845      15,078,000 
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .       (37,494)       (428,091)
  Distribution to venture partner . . . . . . . . . . . . . . . . . . . . .      (222,720)          --    
  Distribution to limited partners. . . . . . . . . . . . . . . . . . . . .   (10,964,229)          --    
                                                                             ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .   (11,224,443)       (428,091)
                                                                             ------------     ----------- 
        Net increase (decrease) in cash and cash equivalents. . . . . . . .    (6,860,233)     11,407,272 
        Cash and cash equivalents, beginning of year. . . . . . . . . . . .     9,528,301       6,030,217 
                                                                             ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .  $  2,668,068      17,437,489 
                                                                             ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $    355,433       5,212,682 
                                                                             ============     =========== 
  Non-cash investing and financing activities:
    Reduction of fixed assets, net of accumulated depreciation. . . . . . .  $      --        219,612,370 
    Reduction of working capital. . . . . . . . . . . . . . . . . . . . . .         --          9,495,504 
    Reduction of security deposits. . . . . . . . . . . . . . . . . . . . .         --           (158,400)
    Reduction of deferred expenses. . . . . . . . . . . . . . . . . . . . .         --          4,582,946 
    Reduction of long-term debt . . . . . . . . . . . . . . . . . . . . . .         --       (381,338,785)
    Venture partners' share of gain . . . . . . . . . . . . . . . . . . . .         --         14,492,690 
    Gain on sale or disposition of interest in investment properties,
      net of venture partners' share. . . . . . . . . . . . . . . . . . . .         --         95,553,572 
    Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . .         --         55,468,888 
                                                                             ------------    ------------ 
        Cash sales proceeds from sale of investment properties,
          net of selling expenses . . . . . . . . . . . . . . . . . . . . .  $      --         17,708,785 
                                                                             ============    ============ 



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                                 1998             1997    
                                                                             ------------     ----------- 

    Sale of interest in investment property:
      Gain on sale of interest in investment property . . . . . . . . . . .  $  5,365,511           --    
      Basis in investment property. . . . . . . . . . . . . . . . . . . . .      (723,371)          --    
                                                                             ------------    ------------ 
          Cash proceeds from sale of interest
            in investment property. . . . . . . . . . . . . . . . . . . . .  $  4,642,140           --    
                                                                             ============    ============ 
    Net assets and venture partner's
      deficit in venture written off at sale
      of interest in investment property. . . . . . . . . . . . . . . . . .  $    355,705           --    
                                                                             ============    ============ 



























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


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 1998 AND 1997

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997,
which are included in the Partnership's 1997 Annual Report on Form 10-K
(File No. 0-12791) filed on March 21, 1998, 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 1997 Annual Report on Form 10-K.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

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

     As of September 30, 1998, the Partnership and its consolidated
ventures have or have previously committed to plans to sell or dispose of
all their remaining investment properties.  Accordingly, all consolidated
properties have been classified as held for sale or disposition in the
accompanying consolidated financial statements as of the respective date of
such plan's adoption.  The net results of operations for the nine months
ended September 30, 1998 and 1997 for consolidated properties classified as
held for sale or disposition or sold or disposed of during the past two
years were ($3,747,281) and ($4,435,039), respectively.

TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees and certain of its officers, and for
other direct expenses relating to the administration of the Partnership and
the operation of the Partnership's investment properties.  Fees,
commissions and other expenses required to be paid by the Partnership to
the General Partners and their affiliates as of September 30, 1998 and for
the nine months ended September 30, 1998 and 1997 were as follows:


<PAGE>



                                                          Unpaid at   
                                                         September 30,
                                   1998        1997          1998     
                                 --------   ---------    -------------
Property management 
 and leasing fees . . . . . .    $106,751     119,950           --    
Insurance commissions . . . .      18,791      83,702           --    
Reimbursement (at cost) 
 for out-of-pocket salary 
 and salary-related
 expenses related to the 
 on-site and other costs
 for the Partnership and 
 its investment properties. .      91,306      81,807         18,920  
                                 --------     -------        -------  
                                 $216,848     285,459         18,920  
                                 ========     =======        =======  

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

     The Partnership is obligated to fund, on demand, $200,000 and $200,000
to Carlyle Managers, Inc. and Carlyle Investors, Inc., respectively, for
additional paid-in capital (reflected in amounts due to affiliates in the
accompanying consolidated financial statements).  As of September 30, 1998,
these obligations bore interest at 5.35% per annum and interest accrued on
these obligations was $298,732, after payment of $2,000 in 1998.

JMB/NYC

     As a result of the 1996 restructuring, JMB/NYC has an indirect limited
partnership interest which, before taking into account significant
preferences to other partners, equals approximately 4.9% of the reorganized
and restructured ventures owning 237 Park and 1290 Avenue of the Americas
(the "Properties").  Neither O&Y nor any of its affiliates has any direct
or indirect continuing interest in the Properties.  The new ownership
structure gives control of the Properties to an unaffiliated real estate
investment trust ("REIT"), which is owned primarily by holders of the first
mortgage debt which encumbered the Properties prior to the bankruptcy. 
JMB/NYC has, under certain limited circumstances, through January 1, 2001
rights of consent regarding sale of the Properties or the consummation of
certain other transactions that significantly reduce indebtedness of the
Properties.  In general, at any time on or after January 2, 2001, an
affiliate of the REIT has the right to purchase JMB/NYC's interest in the
Properties for certain amounts relating to the operations of the
Properties.  There can be no assurance that such REIT affiliate will not
exercise such right on or after January 2, 2001.  If such REIT affiliate
exercises such right to purchase, for the reasons discussed below, it is
unlikely that such purchase would result in any significant distributions
to the partners of the Partnership.  Additionally, at any time, JMB/NYC has
the right to require such REIT affiliate to purchase the interest of
JMB/NYC in the Properties for the same price at which such REIT affiliate
can require JMB/NYC to sell such interest as described above.

     Pursuant to the indemnification agreement, the Affiliated Partners are
jointly and severally obligated to indemnify, through a date no later than
January 2, 2001, the REIT to the extent of $25 million to ensure their
compliance with the terms and conditions relating to JMB/NYC's indirect
limited partnership interest in the restructured and reorganized joint
ventures that own the Properties.  The Affiliated Partners contributed
approximately $7.8 million (of which the Partnership's share was
approximately $1.9 million) to JMB/NYC which was deposited into an escrow


<PAGE>


account as collateral for such indemnification.  These funds have been
invested in stripped U.S. Government obligations with a maturity date of
February 15, 2001.  The Partnership's share of the reduction of the maximum
unfunded obligation under the indemnification agreement recognized as
income, is a result of interest earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC.  Such income earned reduces the
Partnership's share of the maximum unfunded obligation under the
indemnification agreement, which is reflected as a liability in the
accompanying financial statements.

     The provisions of the indemnification agreement generally prohibit the
Affiliated Partners from taking actions that could have an adverse effect
on the operations of the REIT.  Compliance, therefore, is within the
control of the Affiliated Partners and non-compliance with such provisions
by either the Partnership or the other Affiliated Partners is highly
unlikely.  Therefore, the Partnership expects its share of the collateral
to be returned (including interest earned) at the termination of the
indemnification agreement.

     The Partnership has discontinued the application of the equity method
of accounting for the indirect interests in the Properties and additional
losses from the investment in unconsolidated venture will not be
recognized.  Should the unconsolidated venture subsequently report income,
the Partnership will resume applying the equity method on its share of such
income only after such income exceeds net losses not previously recognized.

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

     CARROLLWOOD STATION APARTMENTS

     In December 1997, the Partnership on behalf of the joint venture,
entered into a contract with an unaffiliated third party to sell the
property.  Pursuant to the joint venture agreement, the unaffiliated
venture partner held the right of first refusal to purchase the
Partnership's interest in the joint venture in the event the Partnership
secured a buyer for the property.  On March 2, 1998, the unaffiliated
venture partner purchased the Partnership's interest in the joint venture
for $4,642,140, which approximates the share of proceeds that the
Partnership would have received from a sale to the proposed purchaser of
the property.  As of the date of the sale, the Partnership was relieved
from any further obligations under the joint venture agreement.  The
Partnership recognized a gain of approximately $5,400,000 for financial
reporting purposes and expects to recognize a gain of approximately
$8,300,000 for Federal income tax purposes in 1998.

     LONG BEACH PLAZA

     The Partnership has not remitted the required debt service payments
for the mortgage loan secured by the Long Beach Plaza Shopping Center since
June 1993.  Accordingly, the combined balances of the mortgage notes and
related accrued interest of approximately $55,298,000 at September 30, 1998
and approximately $52,009,000 at December 31, 1997 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


<PAGE>


Partnership decided not to commit any significant additional amounts to the
property.  In March 1996, a receiver was appointed for the benefit of the
lender.   The Partnership anticipates that title to the property may be
transferred in 1998 as a formal notice of the lender's intent to realize
upon its security was received by the Partnership in March, 1997.  Such
transfer would result in the Partnership no longer having an ownership
interest in the property and would result in a gain for financial reporting
and Federal income tax purposes to the Partnership with no corresponding
distributable proceeds in 1998.

ADJUSTMENTS

     In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1997
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1998 and for the three and nine
months ended September 30, 1998 and 1997.


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, 1998, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $2,668,000.  These funds are
available for payment of the Partnership's expenses and liabilities, and
for reserves and potential future distributions to the General Partners and
Holders of Interests.  In February 1998, the Partnership made a
distribution to the Holders of Interests totaling approximately $1,830,000
($5 per Interest) out of sale proceeds (primarily related to the sale of
Michael's Aurora Plaza).  In February 1998, the Partnership paid
approximately $1,322,000 of previously deferred management and leasing fees
to an affiliate of the General Partners.  Additionally, in May 1998 the
Partnership made a distribution of approximately $9,134,000 ($25 per
Interest) to Holders of Interests from the proceeds of the sale of the
Partnership's interest in the Carrollwood Station Associates as well as
proceeds from prior sales.  The Partnership does not expect to spend other
than nominal amounts in 1998 for tenant improvements as the Partnership's
interest in the Carrollwood Apartments, the only remaining source of
liquidity at December 31, 1997, was sold in 1998, and title to Long Beach
Plaza, which is under control of a receiver, may be transferred to the
lender in 1998.  In connection with the sale of Michael's Aurora Plaza in
October 1997, as is customary in such transactions, the Partnership had
agreed to certain representations and warranties, with a stipulated
survival period which expired June 15, 1998 with no liability to the
Partnership.  The Partnership does not consider its indirect interest in
JMB/NYC to be a source of liquidity.  Reference is made to the
Partnership's property-specific discussions in the notes.  The
Partnership's and its ventures' mortgage obligations are separate non-
recourse loans secured individually by the investment properties and are
not obligations of any other investment, and the Partnership and its
ventures are not personally liable for the payment of the mortgage
indebtedness.



<PAGE>


     The Holders of Interests will receive substantially less than one-
fourth of their original investment from all distributions of sale and
refinancing proceeds over the entire term of the Partnership.  However, in
connection with sales or other dispositions (including a transfer to a
lender) of the Partnership's remaining investment properties (or interests
therein), Holders of Interests will recognize a substantial amount of
income for Federal income tax purpose even though they do not receive cash
distributions as a result of such sales or dispositions.  For certain
Holders of Interests such taxable income may be offset by their suspended
passive activity losses (if any).  Each Holder's tax consequences will
depend on his own tax situation.

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

RESULTS OF OPERATIONS

     Significant variances between periods reflected in the accompanying
consolidated financial statements are the result of the sale of the
Partnership's interest in Carrollwood Station Associates on March 2, 1998
and in the Copley Place multi-use complex in January 1997, and the sale of
the Sherry Lane Place and First Tennessee Office Buildings in September
1997 and the sale of Michael's Aurora Plaza in October 1997.

     The decrease in cash and cash equivalents at September 30, 1998 as
compared to December 31, 1997 is primarily due to the distributions to the
Holders of Interests in May 1998 and the payment of previously deferred
management and leasing fees to an affiliate of the General Partners.

     The decrease in prepaid expenses at September 30, 1998 as compared to
December 31, 1997 is primarily due to the timing of payments for insurance
at the Long Beach Plaza.

     The decrease in amounts due to affiliates at September 30, 1998 as
compared to December 31, 1997 is primarily due to the payment of previously
deferred management and leasing fees payable to an affiliate of the General
Partners in the first quarter of 1998.

     The increase in interest income for the nine months ended September
30, 1998 as compared to the same period in 1997 is primarily due to a
higher average cash balance available for temporary investment in 1998,
prior to the distribution to Holders of Interest in May 1998.

     The increase in other income for the nine months ended September 30,
1998 as compared to the same period in 1997 is primarily due to the 1998
sale of stock which was received as a settlement of claims against a tenant
in bankruptcy.  The claim originated from the Partnership's interest in the
Old Orchard Venture prior to it being sold in August 1993.




<PAGE>


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, 1998 was approximately
$55,298,000).  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 may be
transferred to Teachers or its designee in 1998.

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


     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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



<PAGE>


<TABLE>
PART II.  OTHER INFORMATION
     ITEM 5.  OTHER INFORMATION
                                                  OCCUPANCY

     The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1998.

<CAPTION>
                                                 1997                                1998               
                                  -------------------------------------   ------------------------------
                                     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. Carrollwood Station 
     Apartments
     Tampa, Florida (a) . . . . .    96%       97%        97%       98%     N/A      N/A     N/A
 2. Long Beach Plaza 
     shopping center
     Long Beach, California . . .    48%       49%        34%       59%     60%      59%     60%
 3. 237 Park Avenue Building
     New York, New York . . . . .     *         *          *         *       *        *       * 
 4. 1290 Avenue of the Americas 
     Building
     New York, New York . . . . .     *         *          *         *       *        *       * 

<FN>

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

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

     (a) The Partnership's interest in this property was sold on March 2, 1998 by the Partnership as described
further in the Notes.

</TABLE>


<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

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

        3-B.    Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.


        27.     Financial Data Schedule

        Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule 601(b)
(4) (iii), the Registrant commits to provide copies of such agreements to
the SEC upon request.

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





<PAGE>


                              SIGNATURES



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


                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII

                BY:  JMB Realty Corporation
                     (Corporate General Partner)




                     By:   GAILEN J. HULL
                           Gailen J. Hull, Senior Vice President
                     Date: November 11, 1998


     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 11, 1998