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, 1997                           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 . . . . . . . . . . . . . . . . . . . .    15



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    17

Item 3.    Defaults upon Senior Securities. . . . . . . . . .    17

Item 5.    Other Information. . . . . . . . . . . . . . . . .    18

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    19



<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, 1997 AND DECEMBER 31, 1996
                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                                1997           1996     
                                                                           -------------    ----------- 
<S>                                                                       <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .     $ 17,437,489      6,030,217 
  Short-term investments. . . . . . . . . . . . . . . . . . . . . . . .          374,085        374,085 
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . .          750,151      1,055,386 
  Rents and other receivables . . . . . . . . . . . . . . . . . . . . .        1,310,297      2,576,860 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .          151,305        262,562 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .          207,889     11,435,274 
                                                                            ------------   ------------ 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .       20,231,216     21,734,384 
                                                                            ------------   ------------ 
Investment properties held for sale or disposition. . . . . . . . . . .       20,967,242    238,208,441 
                                                                            ------------   ------------ 

Investment in unconsolidated ventures, at equity. . . . . . . . . . . .          432,957        432,357 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .          262,925      5,133,689 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .            --           447,345 
Venture partners' deficits in ventures. . . . . . . . . . . . . . . . .          140,596     14,639,364 
                                                                            ------------   ------------ 
                                                                            $ 42,034,936    280,595,580 
                                                                            ============   ============ 


<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,
                                                                               1997            1996     
                                                                           -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .     $ 45,431,215     39,232,585 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .          773,808      3,434,187 
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . .        2,020,196      4,238,789 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .          270,632      1,633,263 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .       17,207,586     17,431,535 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .          858,478      1,475,510 
                                                                            ------------   ------------ 
        Total current liabilities . . . . . . . . . . . . . . . . . . .       66,561,915     67,445,869 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .          257,273        800,941 
Investment in unconsolidated venture, at equity . . . . . . . . . . . .        4,164,821      4,265,510 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .        1,436,162    384,098,834 
                                                                            ------------   ------------ 
Commitments and contingencies 

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .       72,420,171    456,611,154 

Partners' capital accounts (deficits):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            1,000          1,000 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .      (18,482,140)   (19,776,680)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (1,149,967)    (1,149,967)
                                                                            ------------   ------------ 
                                                                             (19,631,107)   (20,925,647)
                                                                            ------------   ------------ 
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . . .      326,224,167    326,224,167 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .     (296,019,878)  (440,355,677)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (40,958,417)   (40,958,417)
                                                                            ------------   ------------ 
                                                                             (10,754,128)  (155,089,927)
                                                                            ------------   ------------ 
        Total partners' deficits. . . . . . . . . . . . . . . . . . . .      (30,385,235)  (176,015,574)
                                                                            ------------   ------------ 
                                                                            $ 42,034,936    280,595,580 
                                                                            ============   ============ 


<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, 1997 AND 1996
                                                 (UNAUDITED)
<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                SEPTEMBER 30        
                                                  -------------------------- --------------------------- 
                                                       1997          1996          1997         1996     
                                                   -----------    ----------  ------------   ----------- 
<S>                                               <C>            <C>         <C>            <C>          
Income:
  Rental income . . . . . . . . . . . . . . . . .  $ 3,939,927    17,147,370    14,784,053    51,521,252 
  Interest income . . . . . . . . . . . . . . . .       88,832       221,579       290,718       578,848 
                                                   -----------   -----------   -----------   ----------- 
                                                     4,028,759    17,368,949    15,074,771    52,100,100 
                                                   -----------   -----------   -----------   ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . . .    4,037,230    10,008,788     9,348,164    29,875,398 
  Depreciation. . . . . . . . . . . . . . . . . .        --        3,050,118         --        9,542,318 
  Property operating expenses . . . . . . . . . .    3,517,703    10,028,703     9,861,605    28,457,206 
  Professional services . . . . . . . . . . . . .       27,441       101,480       250,829       275,698 
  Amortization of deferred expenses . . . . . . .       89,833       409,307       546,831     1,155,596 
  General and administrative. . . . . . . . . . .      104,714       155,753       554,075       558,325 
  Provision for value impairment. . . . . . . . .        --            --            --       13,100,000 
                                                   -----------   -----------   -----------   ----------- 
                                                     7,776,921    23,754,149    20,561,504    82,964,541 
                                                   -----------   -----------   -----------   ----------- 
        Operating earnings (loss) . . . . . . . .   (3,748,162)   (6,385,200)   (5,486,733)  (30,864,441)
Partnership's share of the reduction
  of the maximum unfunded obligation. . . . . . .       33,563         --          100,690         --    
Partnership's share of gain (loss) from
  operations of unconsolidated ventures . . . . .        --          866,780         --       (2,285,947)
Venture partners' share of earnings (loss)
  from ventures' operations . . . . . . . . . . .         (508)    1,404,368        (6,078)    3,237,785 
                                                   -----------   -----------   -----------   ----------- 
        Net operating earnings (loss) . . . . . .   (3,715,107)   (4,114,052)   (5,392,121)  (29,912,603)
Gain on sale or disposition of 
  investment properties, net of 
  venture partner's share . . . . . . . . . . . .   23,382,167         --       95,553,572         --    
                                                   -----------   -----------   -----------   ----------- 
        Net earnings (loss) before
          extraordinary items . . . . . . . . . .   19,667,060    (4,114,052)   90,161,451   (29,912,603)
Extraordinary items . . . . . . . . . . . . . . .      285,104         --       55,468,888         --    
                                                   -----------   -----------   -----------   ----------- 
        Net earnings (loss) . . . . . . . . . . .  $19,952,164    (4,114,052)  145,630,339   (29,912,603)
                                                   ===========   ===========   ===========   =========== 


<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       
                                                  -------------------------- --------------------------- 
                                                       1997          1996          1997          1996    
                                                   -----------    ----------  ------------   ----------- 

        Net earnings (loss) per 
         limited partnership interest:
          Net operating earnings (loss) . . . . . $      (9.74)       (10.79)       (14.14)       (78.42)
          Gain on sale or disposition of
            investment properties, net of
            venture partners' share . . . . . . .        63.25         --           258.46         --    
          Extraordinary items . . . . . . . . . .          .77         --           150.04         --    
                                                  ------------    ----------   -----------   ----------- 
              Net earnings (loss) . . . . . . . . $      54.28        (10.79)       394.36        (78.42)
                                                  ============    ==========   ===========   =========== 

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




















<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, 1997 AND 1996

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1997             1996    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .  $145,630,339     (29,912,603)
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         --          9,542,318 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .       546,831       1,155,596 
    Amortization of discount on long-term debt. . . . . . . . . . . . . . .       123,022         109,176 
    Partnership's share of operations of unconsolidated ventures. . . . . .         --          2,285,947 
    Partnership's share of the reduction of the maximum
      unfunded obligation . . . . . . . . . . . . . . . . . . . . . . . . .      (100,690)          --    
    Venture partners' share of loss from ventures' 
      operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6,078      (3,237,785)
    Gain on sale or disposition of investment properties,
      net of venture partners' share. . . . . . . . . . . . . . . . . . . .   (95,553,572)          --    
    Net asset decrease in the sale of investment properties . . . . . . . .       443,264           --    
    Long-term debt - deferred accrued interest. . . . . . . . . . . . . . .       629,639      10,116,779 
    Provision for value impairment. . . . . . . . . . . . . . . . . . . . .         --         13,100,000 
    Working capital decrease related to sale of interest in 
      investment property . . . . . . . . . . . . . . . . . . . . . . . . .    (2,318,702)          --    
    Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . .   (55,468,888)          --    
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . . . .       305,235      (1,716,215)
    Rents and other receivables . . . . . . . . . . . . . . . . . . . . . .       529,973        (989,653)
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (43,350)       (131,206)
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,351,634      (2,836,452)
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .       (30,334)         22,898 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,477,655)      1,094,925 
    Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . .    (1,033,774)        161,266 
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (105,612)      1,544,741 
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,326,225       3,037,294 
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .      (617,032)      1,103,911 
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .      (385,268)      1,232,692 
                                                                             ------------     ----------- 
        Net cash provided by (used in) operating activities . . . . . . . .    (3,242,637)      5,683,629 
                                                                             ------------     ----------- 



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                                 1997             1996    
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Proceeds from sale of investment property, net of selling expenses. . . .    17,708,785           --    
  Net sales and maturities (purchases) of short-term investments. . . . . .         --          2,194,244 
  Additions to investment properties. . . . . . . . . . . . . . . . . . . .    (2,371,171)     (3,896,517)
  Partnership's distribution from unconsolidated ventures . . . . . . . . .         --            490,105 
  Partnership's contributions to unconsolidated ventures. . . . . . . . . .          (600)          --    
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .      (259,014)     (1,343,462)
                                                                             ------------     ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .    15,078,000      (2,555,630)
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .      (428,091)       (479,437)
  Advance from venture partner. . . . . . . . . . . . . . . . . . . . . . .         --            201,436 
                                                                             ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .      (428,091)       (278,001)
                                                                             ------------     ----------- 
        Net increase (decrease) in cash and cash equivalents. . . . . . . .    11,407,272       2,849,998 
        Cash and cash equivalents, beginning of year. . . . . . . . . . . .     6,030,217       5,908,236 
                                                                             ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .  $ 17,437,489       8,758,234 
                                                                             ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .  $  5,212,682      15,600,787 
                                                                             ============     =========== 
  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           --    
                                                                             ============    ============ 


<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, 1997 AND 1996

                              (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996,
which are included in the Partnership's 1996 Annual Report on Form 10-K
(File No. 0-12791) filed on March 21, 1997, 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 1996 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, 1997, 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, 1997 and 1996 for consolidated properties classified as
held for sale or disposition or sold or disposed of during the past two
years were ($4,435,039) and ($22,072,583), respectively.  In addition, the
accompanying consolidated financial statements include $100,689 and
($2,285,947), respectively, of the Partnership's share of total property
operations of $402,756 and ($9,668,163) for unconsolidated properties for
the nine months ended September 30, 1997 and 1996, respectively, which are
held for sale or disposition or have been sold or disposed of during the
past two years.

     During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued.  As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.



<PAGE>


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, 1997 and for
the nine months ended September 30, 1997 and 1996 were as follows:

                                                         Unpaid at    
                                                        September 30, 
                                   1997       1996         1997       
                                 --------   ---------   ------------- 
Property management 
 and leasing fees . . . . . .    $119,950   1,620,062     1,321,503   
Insurance commissions . . . .      83,702      67,501         --      
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. .      81,807     141,345        36,364   
                                 --------   ---------     ---------   
                                 $285,459   1,828,908     1,357,867   
                                 ========   =========     =========   

     Payment of certain pre-1993 property management and leasing fees
payable under the terms of the management agreements ($1,321,503 or approx-
imately $4 per $1,000 Interest at September 30, 1997) has been deferred. 
All amounts deferred or currently payable do not bear interest and are
expected to be paid in future periods.  All property management fees and
leasing fees are being paid currently.  In April 1997, the Partnership paid
$1,500,000 of previously deferred 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, 1997,
these obligations bore interest at 5.75% per annum and interest accrued on
these obligations was $263,329.

     As discussed below in regard to Copley Place, in January 1997, the
Partnership paid its share of certain Deficit Loans and made a discounted
pay-off of a note with an outstanding balance of $89,000,000 in connection
with the sale of the Partnership's interest in Copley Place Associates. 
The holders of the Deficit Loans and the note are affiliates of the
Corporate General Partner.

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").  The new ownership structure gives control of the
Properties to a real estate investment trust ("REIT").  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.



<PAGE>


     The Affiliated Partners entered into a joint and several obligation 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 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
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 at the termination of the indemnification agreement
including interest earned on the government obligations.  However, it is
unlikely that any significant distributions will be received from JMB/NYC
at any time due to the level of indebtedness remaining on the Properties,
the original purchase money notes payable by JMB/NYC and the significant
preference levels within the reorganized structure. 

     The Partnership does not recognize its share of interest expense
accruing on the JMB/NYC purchase note since repayment of the outstanding
balance of the note (including accrued interest) is dependent on cash flow
from the Properties.  The Partnership's share of the reduction of the
maximum unfunded obligation recognized as income for the period ending
September 30, 1997, is a result of interest income earned on amounts
contributed by the Partnership and held in escrow by JMB/NYC.  Such income
reduces the Partnership's proportionate share of its unfunded maximum
obligation under the Indemnification Agreement.

     COPLEY PLACE

     On January 23, 1997, through a series of transactions, the Partnership
sold its entire partnership interest in Copley Place Associates.

     The Partnership's outstanding obligations on the $20,000,000 purchase
price note (the "Note") which had a balance, including accrued and unpaid
interest, of approximately $89,000,000 and the $13,648,000 loans (the
"Deficit Loans"), which including accrued and unpaid interest, aggregated
approximately $17,942,000, and the projected continuing accruals of
additional interest on such amounts made it unlikely that the Partnership's
interest in Copley Place Associates would ever be sold for an amount which
would result in any net proceeds to the Partnership.  In order to provide
the Partnership with incentive to consummate the sale of its interest, the
joint venture partner, the holder of the Note and the Partnership executed
an agreement whereby the net proceeds were distributed in a manner which
permitted the Partnership to satisfy its obligations relative to the Note
and the Deficit Loans and still realize some modest cash proceeds.  In
addition, the holder of the Note agreed on a discounted payoff of the Note.

In general, the Partnership received $43,900,000 of sale proceeds, of which
$34,000,000 was remitted to the holder of the Note as payment in full
satisfaction of the Note.  As a result, the Partnership was relieved of an
approximately $55,000,000 additional obligation on the Note.  The
Partnership's 50% share of the obligation under the Deficit Loans were next
satisfied in full out of the Partnership's remaining sale proceeds.  After
the repayment of the Note and Deficit Loans, as discussed above, the
Partnership's remaining net proceeds amounted to approximately $929,000,
all of which was received in cash at closing.

     The effect on the Partnership's consolidated financial statements as a
result of the sale is to eliminate the Partnership's investment in Copley
Place Associates and to recognize a gain on sale of the Partnership's
interest in the consolidated venture of $71,629,613 for financial reporting


<PAGE>


purposes.  In addition, as a result of the discounted payoff granted by the
holder of the Note, the Partnership recognized an extraordinary gain of
$55,183,784 for financial reporting purposes.  In 1997, the Partnership
expects to recognize a gain on the sale of approximately $171,500,000 for
Federal income tax purposes.

     SHERRY LANE PLACE

     All excess cash flow from operations was remitted to the lender as
additional debt service on the modified mortgage.

     Pursuant to a contract entered into in July, 1997 on September 12,
1997, the Partnership, through Sherry Lane Associates, sold the Sherry Lane
Place Office Building to an unaffiliated third party for $44,000,000
(before selling costs and prorations) all of which was paid in cash at
closing.  After repayment of the mortgage notes securing the property 
(approximately $41,151,000, including contingent interest (as defined)),
the Partnership realized net proceeds of approximately $2,653,000.  The
sale resulted in a gain of approximately $18,300,000 to the Partnership in
1997 for financial reporting purposes.  The Partnership expects to
recognize a gain of approximately $29,600,000 for Federal income tax
purposes in 1997.  Pursuant to the Sherry Lane Associates venture
agreement, substantially all of the net proceeds from the sale has been
distributed to the Partnership.

     In connection with the sale of this property and as is customary in
such transactions, Sherry Lane Associates agreed to certain representations
and warranties, with a stipulated survival period which expires December
15, 1997.  Although it is not expected, Sherry Lane Associates may
ultimately have some liability under such representations and warranties. 
In this regard, the joint venture will not be liquidated until after the
expiration of the above-mentioned survival period.

     MICHAEL'S AURORA PLAZA (MARSHALL'S)

     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 lease agreement.  The Partnership was working with
TJX to secure another tenant for its 28,000 square foot store and had
issued a proposal for a replacement tenant.  In May 1996, the Partnership
was notified that an agreement in principle was reached between TJX and
Michael's, a national retailer specializing in crafts and hobby supplies,
whereby TJX would assign its lease to Michael's.  Subsequently, in February
1997, a sublease was executed between the parties.  The new tenant opened
in June 1997.

     In October 1996, the Partnership initiated discussions with the first
mortgage lender for a short-term extension of the mortgage loan which had
been scheduled to mature in November 1996.  The Partnership sought a short-
term extension of the loan consistent with its overall plan for the
property.  The lender agreed to a short-term loan extension until June 2,
1997.  In June 1997, the Partnership initiated discussions with the lender
for a further extension of the mortgage loan.  The mortgage note was
extended by the lender on a short-term basis to allow the Partnership to
complete the negotiations to sell the property as described below.  During
the extension period, the annual interest rate increased to 9.375% through
September 1, 1997 then reverted to the original 9.02% per annum rate
through the date of sale.

     In August 1997, the Partnership entered into a contract to sell the
property to an unaffiliated buyer.  Pursuant to the contract on October 15,
1997, the Partnership sold the land and related improvements of the
Michael's Aurora Plaza.  The sale price was $6,885,000 all of which was
paid in cash at closing (net of selling costs).  The Partnership used a
substantial portion of the proceeds to repay the existing mortgage note of
approximately $5,026,000, the Partnership realized net proceeds of
approximately $1,600,000.  The sale is expected to result in a gain in 1997
to the Partnership of approximately $800,000 for financial reporting
purposes and approximately $4,200,000 for Federal income tax purposes.  In


<PAGE>


addition, in connection with the sale of this property and as is customary
in such transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expires June 15, 1998. 
Although it is not expected, the Partnership may ultimately have some
liability under such representations and warranties.

     FIRST TENNESSEE PLAZA (PLAZA TOWER)

     The property operated at the break-even level for 1997 through the
date of sale.  This is primarily the result of an approximately $535,000
lobby renovation that was completed in June, 1997.

     On September 19, 1997, the Partnership sold the land, related
improvements, and personal property (collectively, the "Property") of the
First Tennessee Plaza Office Building to an unaffiliated third party for
$29,200,000 (before selling costs and prorations) all of which was paid in
cash at closing.  After repayment of the mortgage note securing the
property (approximately $15,064,000), the Partnership realized net proceeds
of approximately $13,462,000.  The sale resulted in a gain of approximately
$5,347,000 to the Partnership in 1997 for financial reporting purposes. 
The Partnership expects to recognize a gain of approximately $20,200,000
for Federal income tax purposes in 1997.

     In connection with the sale of this property and as is customary in
such transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expires December 15,
1997.  Although it is not expected, the Partnership may ultimately have
some liability under such representations and warranties.

     CARROLLWOOD STATION APARTMENTS

     In September 1993, the venture refinanced the mortgage loan with an
unaffiliated third party.  The mortgage loan in the amount of $6,682,099 is
scheduled to mature in August 1998.  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
$118,000 and no amounts have been withdrawn.

     In April 1996, the property manager (an affiliate of the Partnership's
joint venture partner in the property) 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 exterminating company that
had been treating the property for several years was notified of the
extensive damage and was negotiating with the property manager and the
venture partner its liability regarding the damage.  In December 1996, the
exterminating company notified the joint venture of its desire to schedule
a mediation between the parties in order to resolve certain disputes
regarding the repair costs.  During 1997, the joint venture and the
exterminating company agreed on a settlement payment to the joint venture,
which was received in full in April 1997.  Such amount and the related
costs of repair have been reflected in the accompanying consolidated
financial statements.  Upon receipt of the settlement amount, the joint
venture commenced the tear-out and reconstruction of the remainder of the
property, which was completed in July 1997.  The amount received from the
settlement covered substantially all costs of repair.  The joint venture
has begun the active marketing of the property for sale.

     In October 1997, the joint venture reached an agreement in principle
for the sale of Carrollwood Station Apartments to an unaffiliated buyer. 
Closing of the sale is subject to satisfaction of various conditions, and
there is no assurance that a sale of the property pursuant to the agreement
in principle or any other terms will be consummated.  If the sale is
completed on the proposed terms, the Partnership would expect to recognize
a gain for financial reporting and Federal income tax purposes.



<PAGE>


     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 $50,913,000 at September
30, 1997 and approximately $47,624,000 at December 31, 1996 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 decided not to commit any
significant additional amounts to the property.  In March 1996, a receiver
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 to the property is
currently expected to 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.  This will result in the Partnership no longer
having an ownership interest in the property and will result in a gain for
financial reporting and Federal income tax purposes to the Partnership with
no corresponding distributable proceeds in 1998.

     On adoption of SFAS 121 as described above, the Partnership recorded a
provision for value impairment of $13,100,000 as of January 1, 1996 to
reflect the then estimated fair value of the property based upon the use of
an appropriate capitalization rate on the property's net operating income. 
On December 31, 1996, the Partnership recorded an additional provision for
value impairment of $4,500,000 to revise the estimated fair value, less
costs to sell, of the property based on current net operating income.

     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 had retained title to a defined 1.9 acre piece of land
(the "Parcel").  On March 12, 1997, the Partnership sold the Parcel for
approximately $680,000.  The sale of this Parcel resulted in a gain for
financial reporting and Federal income tax purposes of approximately
$542,000 in the first quarter of 1997.

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 1996
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1997 and for the three and nine
months ended September 30, 1997 and 1996.



<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

     In March 1997, some of the Holders of Interests received from a third
party unaffiliated with the Partnership an unsolicited offer to purchase up
to 17,000 Interests (approximately 4.6% of the outstanding Interests) at
$10 per Interest.  Such offer expired on April 10, 1997.  As of the date of
this report, the Partnership is aware that 1.44% of the Interests have been
purchased by such unaffiliated third party either pursuant to such tender
offer or through negotiated purchases.  The board of directors of JMB
Realty Corporation ("JMB"), the Corporate General Partner, has established
a special committee (the "Special Committee") consisting of certain
directors  of JMB to deal with all matters relating to tender offers for
Interest, including any and all responses to such tender offers.  The
Special Committee has retained independent counsel to advise it in
connection with any tender offers for Interests and has retained Lehman
Brothers Inc. as financial advisor to assist the Special Committee in
evaluating and responding to such tender offers.  With respect to the offer
for Interests at $10 per Interest, the Special Committee, on behalf of the
Partnership, recommended against acceptance of this offer on the basis
that, among other things, the offer price was inadequate.  It is possible
that other offers for Interests may be made by unaffiliated third parties
in the future, although there is no assurance that any third party will
commence an offer for Interests, the terms of any such offer or whether any
such offer, if made, will be consummated, amended or withdrawn.  

     At September 30, 1997, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $17,437,000 and short-term
investments of approximately $374,000.  The Partnership expects to make a
distribution of approximately $9,000,000 ($25 per Interest) to Holders of
Interests in November, 1997 from the proceeds of certain of the 1997 sales
of investment properties by the Partnership.  The remaining cash will be
available for working capital requirements.  The source of capital for such
requirements and for both short-term and long-term future liquidity is
expected to be through the net cash generated by one of the Partnership's
investment properties and through the sale or refinancing of such
investment as well as cash, cash equivalents and short-term investments
held by the Partnership.  Potential other sources include escrow deposits
required under the terms of certain loan modifications and other currently
restricted funds.  The Partnership does not consider Long Beach Plaza or
its indirect interest in JMB/NYC to be sources of liquidity.  The
Partnership's and its ventures' mortgage obligations generally are separate
non-recourse loans secured individually by the investment properties and
are not obligations of the entire investment portfolio, and the Partnership
and its ventures are not personally liable for the payment of the mortgage
indebtedness.

     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 leasing and capital improvement costs at
certain properties, the Partnership had suspended operating cash
distributions to the Holders of Interests and the General Partners
effective as of the first quarter of 1992.  In addition, the Partnership
has deferred payment of certain property management and leasing fees
aggregating $1,321,503 (approximately $4 per Interest) at September 30,
1997, which are expected to be paid in future periods.


<PAGE>


     The Partnership has held certain of its investment properties longer
than originally anticipated in an effort to maximize the return of their
investment to the Holders of Interests.  Although the Partnership expects
to distribute from sale proceeds some portion of the Holders' original
capital, the Holders of Interests are expected to 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.

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 the Copley Place multi-use complex on January 23,
1997, the sale of the Sherry Lane Place and First Tennessee Office
Buildings in September 1997, and the sale of the Glades Apartments in
November 1996.  Reference is made to the Copley Place, Sherry Lane Place
and First Tennessee notes in the accompanying consolidated financial
statements for discussions of the sales of the Partnership's interest in
such properties.

     The increase in cash and cash equivalents at September 30, 1997 as
compared to December 31, 1996 is primarily due to the temporary investment
of the proceeds from the sale of the Sherry Lane Place and First Tennessee
Office Buildings in September, 1997.

     The decrease in rental income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily due to the sale of Copley Place, Sherry Lane Place
and First Tennessee Office Buildings as discussed above.  Rental income
also decreased due to the lower effective rents obtained from tenants at
the Long Beach Plaza investment property.

     The decrease in interest income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily due to a lower average cash balance invested by the
Partnership in 1997.

     The decrease in depreciation expense for the three and nine months
ended September 30, 1997 as compared to the three and nine months ended
September 30, 1996 is due to the classification of the Partnership's
remaining investment properties as held for sale during 1996 and the
corresponding suspension of depreciation charges in 1997.

     The provision for value impairment in the amount of $13,100,000 for
the nine months ended September 30, 1996 relates to the Long Beach Plaza
Shopping Center.

     The Partnership's share of the reduction of the maximum unfunded
obligation recognized as income for the period ending September 30, 1997,
is a result of interest income earned on amounts contributed by the
Partnership and held in escrow by JMB/NYC.  Such income reduces the
Partnership's proportionate share of its unfunded maximum obligation under
the Indemnification Agreement.  

     The decrease in the Partnership's share of gain (loss) from operations
of unconsolidated ventures for the nine months ended September 30, 1997 as
compared to the nine months ended September 30, 1996 is primarily due to
the restructurings of JMB/NYC's interest in the 1290 Avenue of the Americas
and 237 Park Avenue investment properties during 1996.  As a result of the
1996 restructuring, JMB/NYC adopted the cost method of accounting for its
indirect investment in the unconsolidated ventures owning the Properties. 
Accordingly, JMB/NYC has suspended loss recognition relative to these real
estate investments and has reversed those previously recognized losses that
it is no longer potentially obligated to fund.  As of the restructuring
date, October 10, 1996, the Partnership does not recognize its share of the
JMB/NYC operating loss attributable to the JMB/NYC purchase notes since
repayment of the outstanding balance of the notes (including accrued
interest) is dependent on cash flow and sale proceeds from the 1290 Avenue
of the Americas and 237 Park Avenue properties.  The decrease in


<PAGE>


Partnership's share of gain (loss) from operations of unconsolidated
ventures for the three months ended September 30, 1997 as compared to the
three months ended September 30, 1996 is primarily due to income received
in 1996 from Orchard Associates and also due to the recognition into income
of approximately $15,600,000 in lease termination fees paid by a tenant at
1290 Avenue of the Americas during the third quarter of 1996.

     The gain on sale or disposition of investment properties, net of
venture partners' share of $95,553,572 for the nine months ended September
30, 1997 consists of a gain of $71,629,613 related to the sale of the
interest in the Copley Place multi-use complex, a gain of $541,792 related
to the sale of land at the Allied Automotive Center, a gain of $18,174,417
related to the sale of land and related improvements of the Sherry Lane
Place Office Building, and a gain of $5,207,750 related to the sale of land
and related improvements of the First Tennessee Plaza Office Building.

     The extraordinary items of $55,468,888 for the nine months ended
September 30, 1997 consists of the forgiveness of indebtedness of
$55,183,784 on the purchase price note payable to an affiliate in
connection with the sale of the interest in the Copley Place multi-use
complex, and the write off of unamortized deferred mortgage expense of
$285,104 resulting from the sale of the Sherry Lane Place Office Building
and the sale of the First Tennessee Plaza Office Building.



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, 1997 was approximately
$50,913,000).  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
currently expected to 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 1997.

<CAPTION>
                                                 1996                                1997               
                                  -------------------------------------   ------------------------------
                                     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. Michael's (Marshall's)
     Aurora Plaza 
     shopping center
     Aurora (Denver), Colorado
     (a). . . . . . . . . . . . .    95%       96%        96%       96%     96%      92%     96%
 2. Carrollwood Station 
     Apartments
     Tampa, Florida . . . . . . .    96%       98%        97%       96%     96%      97%     97%
 3. Long Beach Plaza 
     shopping center
     Long Beach, California . . .    55%       55%        55%       55%     48%      49%     34%
 4. Sherry Lane Place 
     office building
     Dallas, Texas. . . . . . . .    96%       97%        96%       96%     97%      96%     N/A
 5. Copley Place 
     multi-use complex
     Boston, Massachusetts. . . .    89%       93%        90%       90%     N/A      N/A     N/A
 6. First Tennessee Plaza 
     (Plaza Tower)
     office building
     Knoxville, Tennessee . . . .    91%       93%        93%       93%     92%      94%     N/A
 7. 237 Park Avenue Building
     New York, New York . . . . .    98%       98%        98%        *       *        *       * 
 8. 1290 Avenue of the Americas 
     Building
     New York, New York . . . . .    78%       71%        81%        *       *        *       * 

<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) This property was sold on October 15, 1997 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.

        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
herein by reference to the Partnership's Report for March 31, 1997 on Form
10-Q (File No. 0-12791) dated May 9, 1997.

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

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

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

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

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



<PAGE>


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

        10-H.   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-I.   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-J.   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-K.   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-L.   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 hereby incorporated by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-12791)
dated November 8, 1996.

        10-M.   Consent of Director of Carlyle-XIV Managers, Inc. (known
as Carlyle Managers, Inc.) dated October 31, 1996 is hereby incorporated by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-12791) dated March 21, 1997.

        10-N.   Consent of Director of Carlyle-XIII, Managers, Inc. (known
as Carlyle Investors, Inc.) dated October 31, 1996 is hereby incorporated
by reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-12791) dated March 21, 1997.

        10-O.   Allonge to demand note between Carlyle Real Estate Limited
Partnership - XIII and Carlyle Managers, Inc. dated October 31, 1996 is
hereby incorporated by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-12791) dated March 21, 1997.

        10-P.   Allonge to demand note between Carlyle Real Estate Limited
Partnership - XIII and Carlyle Investors, Inc., dated October 31, 1996 is
hereby incorporated by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-12791) dated March 21, 1997.



<PAGE>


        10-Q.   Indemnification agreement between Property Partners, L.P.,
Carlyle-XIII Associates, L.P. and Carlyle-XIV Associates, L.P. to
Metropolis Realty Trust, Inc. dated as of October 10, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-12791) dated March 21, 1997.

        10-R.   Agreement of Limited Partnership of 237/1290 Lower Tier
Associates, L.P. dated as of October 10, 1996 is hereby incorporated by
reference to the Partnership's Report for December 31, 1996 on Form 10-K
(File No. 0-12791) dated March 21, 1997.

        10-S.   Amended and Restated Limited Partnership Agreement of
237/1290 Upper Tier Associates, L.P. dated as of October 10, 1996 is hereby
incorporated by reference to the Partnership's Report for December 31, 1996
on Form 10-K (File No. 0-12791) dated March 21, 1997.

        10-T    Purchase Agreement and amendments thereto between Sherry
Lane Associates and Cottonwood Realty Services, L.L.C. dated July 7, 1997
is incorporated herein by reference to the Partnership's Report for
September 12, 1997 on Form
                8-K (file No. 0-12791) dated September 26, 1997.

        10-U    Purchase Agreement and amendments thereto between Carlyle
Real Estate Limited Partnership - XIII and Parkway Properties, L.P. dated
August 20, 1997 is incorporated herein by reference to the Partnership's
Report for September 19, 1997 on Form 8-K (File No. 0-12791) dated October
3, 1997.

        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)   The following reports on Form 8-K were filed during the last
quarter of the period covered by this report:

        (i)     The Partnership's Report on Form 8-K (File No. 0-12791)
for September 12, 1997 (describing the sale of the Sherry Lane Place Office
Building in Dallas, Texas), was filed.  This report was dated September 26,
1997.

        (ii)    The Partnership's Report on Form 8-K (File No. 0-12791)
for September 19, 1997 (describing the sale of the First Tennessee Plaza
Office Building in Knoxville, Tennessee), was filed.  This report was dated
October 3, 1997.



<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 12, 1997


     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 12, 1997