SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               FORM 10-K


             Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934



For the fiscal year
ended December 31, 1996              Commission file number 0-10494



             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
        (Exact name of registrant as specified in its charter)



      Illinois                            36-3102608
(State of organization)        (I.R.S. Employer Identification No.)


900 N. Michigan Ave., Chicago, Illinois        60611
(Address of principal executive office)      (Zip Code)


Registrant's telephone number, including area code 312-915-1987


Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange on
Title of each class                         which registered
-------------------                       -------------------------
        None                                           None


Securities registered pursuant to Section 12(g) of the Act:

                     LIMITED PARTNERSHIP INTERESTS
                           (Title of class)


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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K   X

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  Not applicable.

Documents incorporated by reference:  None





                           TABLE OF CONTENTS


                                                         Page
                                                         ----
PART I

Item 1.      Business . . . . . . . . . . . . . . . . . .   1

Item 2.      Properties . . . . . . . . . . . . . . . . .   6

Item 3.      Legal Proceedings. . . . . . . . . . . . . .   8

Item 4.      Submission of Matters to a Vote of
             Security Holders . . . . . . . . . . . . . .   8


PART II

Item 5.      Market for the Partnership's
             Limited Partnership Interests and
             Related Security Holder Matters. . . . . . .   8

Item 6.      Selected Financial Data. . . . . . . . . . .   9

Item 7.      Management's Discussion and
             Analysis of Financial Condition and
             Results of Operations. . . . . . . . . . . .  17

Item 8.      Financial Statements and
             Supplementary Data . . . . . . . . . . . . .  24

Item 9.      Changes in and Disagreements
             with Accountants on Accounting and
             Financial Disclosure . . . . . . . . . . . .  53


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  53

Item 11.     Executive Compensation . . . . . . . . . . .  56

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  57

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  58


PART IV

Item 14.     Exhibits, Financial Statement
             Schedules, and Reports on Form 8-K . . . . .  58


SIGNATURES    . . . . . . . . . . . . . . . . . . . . . .  61












                                   i




                                PART I

ITEM 1.  BUSINESS

     All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.  Capitalized terms used herein, but
not defined, have the same meanings as used in the Notes.

     The registrant, Carlyle Real Estate Limited Partnership - XI (the
"Partnership"), is a limited partnership formed in 1981 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois to invest in improved income-producing commercial and residential
real property.  The Partnership sold $137,500,000 in Limited Partnership
Interests (the "Interests") to the public at $1,000 per Interest commencing
on May 8, 1981 pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 2-70724).  The offering closed on
May 5, 1982.  No Limited Partner has made any additional capital
contribution after such date.  The Limited Partners of the Partnership
share in their portion of the benefits of ownership of the Partnership's
real property investments according to the number of Interests held.

     The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests.  The Partnership's real property
investments are located throughout the nation and it has no real estate
investments located outside of the United States.  A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole.  Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2031.  The Partnership is self-liquidating in nature.  At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties.  As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable and to wind up its
affairs not later than December 31, 1999 barring any unforeseen economic
developments.

     The Partnership has made the real property investments set forth in
the following table:





<TABLE>
<CAPTION>
                                                      SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------
<S>                         <C>          <C>       <C>                           <C>
 1.  River Hills Apartments
     Arlington, Texas .       476 units    4/14/81         11/26/84              fee ownership of land
                                                                                 and improvements
 2.  Wood Forest Glen
     Apartments
     Houston, Texas . .       336 units    4/15/81          4/2/92               fee ownership of land
                                                                                 and improvements
 3.  Scotland Yard
     Apartments-Phase I
     Houston, Texas . .       332 units    4/15/81          11/1/96              fee ownership of land
                                                                                 and improvements (c)
 4.  Somerset Lake
     Apartments
     Indianapolis,
     Indiana. . . . . .       360 units    6/1/81          11/10/88              fee ownership of land
                                                                                 and improvements
 5.  Pavillion Towers
     Office Complex
     Aurora, Colorado .       280,000      5/28/81          4/25/86              fee ownership of land
                               sq.ft.                                            and improvements (through
                               n.r.a.                                            joint venture partnership)
 6.  Bitter Creek
     Apartments
     Grand Prairie,
     Texas. . . . . . .       472 units    6/1/81           6/10/92              fee ownership of land and
                                                                                 improvements (through
                                                                                 joint venture partner-
                                                                                 ship)
 7.  Mall of Memphis
     Memphis, Tennessee       493,000      8/3/81             15%                fee ownership of land and
                               sq.ft.                                            improvements (g)(h)
 8.  767 Third Avenue
     Office Building
     New York, New York       284,000      9/30/81            20%                fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership)
                                                                                 (d)(g)(h)





                                                      SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

 9.  Riverfront Office
     Building
     Cambridge,
     Massachusetts. . .       340,000     10/22/81            7%                 fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (through
                                                                                 joint venture partnership)
                                                                                 (d)(e)(g)(h)
10.  Fontaine Woods
     Apartments
     Red Bank,
     Tennessee. . . . .       262 units    12/1/81         12/31/84              fee ownership of land and
                                                                                 improvements (through joint
                                                                                 venture partnership)
11.  El Dorado View
     Apartments
     Webster, Texas . .       244 units    7/31/81          7/23/96              fee ownership of land and
                                                                                 improvements (c)
12.  Gatehall Plaza
     Office Building
     Parsippany,
     New Jersey . . . .       118,000      3/11/82         10/31/91              fee ownership of improve-
                               sq.ft.                                            ments and ground leasehold
                               n.r.a.                                            interest in land (through
                                                                                 joint venture partnership)
13.  824 Market Street
     Office Building
     Wilmington,
     Delaware . . . . .       195,220      6/15/82         12/12/94              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership)(f)
14.  Scotland Yard
     Apartments-Phase II
     Houston, Texas . .       346 units    6/28/82          11/1/96              fee ownership of land and
                                                                                 improvements (c)
15.  South Point
     Apartments
     Houston, Texas . .       244 units    5/11/82          7/29/93              fee ownership of land and
                                                                                 improvements
16.  Meadowcrest
     Apartments
     Dallas, Texas. . .       352 units    7/1/82           6/9/92               fee ownership of land and
                                                                                 improvements




                                                      SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

17.  Coast Federal
     Office Building
     Pasadena,
     California . . . .       101,777      9/6/82          11/21/86              fee ownership of land and
                               sq.ft.                                            improvements
                               n.r.a.
18.  National City Center
     Office Building
     Cleveland, Ohio. .       786,400      7/27/83            4%                 fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership)(d)
19.  Yerba Buena West
     Office Building
     San Francisco,
     California . . . .       267,687      8/30/85          6/24/92              fee ownership of land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership)





<FN>
-----------------------

  (a)    The computation of this percentage for properties held at
December 31, 1996 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.

  (b)    Reference is made to the Notes for the current outstanding
principal balances and a description of the long-term mortgage indebtedness
secured by the Partnership's real property investments.

  (c)    This property was sold in 1996.  Reference is made to the Notes
for a description of the sale of such real property investment.

  (d)    Reference is made to the Notes for a description of the joint
venture partnership through which the Partnership has made this real
property investment.

  (e)    Reference is made to the Notes for a description of the leasehold
interest, under a ground lease, in the land on which this real property
investment is situated.

  (f)    The lender realized upon its security and took title to the
property in 1994.  Reference is made to the Notes.

  (g)    Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning real estate taxes and
depreciation.

  (h)    Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.


</TABLE>




     The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned by affiliates of the General Partners or properties owned by certain
of the joint venture partners) in the respective vicinities in which they
are located.  Such competition is generally for the retention of existing
tenants.  Additionally, the Partnership is in competition for new tenants
in markets where significant vacancies are present.  Reference is made to
Item 7 below for a discussion of competitive conditions and future
renovation and capital improvement plans of the Partnership and certain of
its significant investment properties.  Approximate occupancy levels for
the properties are set forth on a quarterly basis in the table set forth in
Item 2 below to which reference is hereby made.  The Partnership maintains
the suitability and competitiveness of its properties in its markets
primarily on the basis of effective rents, tenant mix, tenant allowances
and service provided to tenants.  In the opinion of the Corporate General
Partner of the Partnership, all of the investment properties held at
December 31, 1996 are adequately insured.

     On July 23, 1996, the Partnership sold the El Dorado View Apartments.
In addition, on November 1, 1996, the Partnership sold the Scotland Yard
Apartments, Phase I and II.  Reference is made to the Notes for a further
description of these sales.

     Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
properties as of December 31, 1996.

     The Partnership has no employees other than personnel performing on-
site duties at some of the Partnership's properties, none of whom are
officers or directors of the Corporate General Partner of the Partnership.

     The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.




ITEM 2.  PROPERTIES

     The Partnership owns or owned directly or through joint venture
partnerships the properties or interests in the properties referred to
under Item 1 above to which reference is hereby made for a description of
said properties.

     The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:






<TABLE>
<CAPTION>
                                                             1995                      1996
                                                   ------------------------- -------------------------
                                                     At    At     At     At    At     At    At     At
                               Principal Business   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>    <C>
 1. Scotland Yard Apartments
     -Phase II
     Houston, Texas . . . . .  Residential           93%   90%    95%    98%   94%    92%   96%    N/A
 2. Mall of Memphis
     Memphis, Tennessee . . .  Retail                82%   82%    82%    79%   78%    74%   76%    75%
 3. Riverfront Office
     Building
     Cambridge,
     Massachusetts. . . . . .  Insurance/Soft-       95%   95%    99%    99%   99%    99%   80%    85%
                               ware Development
 4. Scotland Yard Apartments
     -Phase I
     Houston, Texas . . . . .  Residential           93%   93%    93%    96%   94%    92%   95%    N/A
 5. El Dorado View Apartments
     Webster, Texas . . . . .  Residential           94%   95%    90%    92%   92%    95%   N/A    N/A
 6. 767 Third Ave.
     Office Building
     New York, New York . . .  Foreign
                               Representation        92%   95%    95%    92%   96%    97%   95%    96%
 7. National City Center
     Office Building
     Cleveland, Ohio. . . . .  Banking               97%   97%    97%    97%   97%    97%   95%    95%

<FN>
--------------------

     Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

     An "N/A" indicates that the Partnership's interest in the property was sold and was not owned by the
Partnership at the end of the period.

</TABLE>




ITEM 3.  LEGAL PROCEEDINGS

     The Partnership is not subject to any pending material legal
proceedings, other than ordinary litigation incidental to the business of
the Partnership.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during
1996 and 1995.




                                PART II


ITEM 5.  MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
         AND RELATED SECURITY HOLDER MATTERS

     As of December 31, 1996, there were 14,521 record holders of the
137,420 Interests outstanding of the Partnership.  There is no public
market for Interests and it is not anticipated that a public market for
Interests will develop. Upon request, the Corporate General Partner may
provide information relating to a prospective transfer of Interests to an
investor desiring to transfer his Interests.  The price to be paid for the
Interests, as well as any economic aspects of the transaction, will be
subject to negotiation by the investor.  There are certain conditions and
restrictions on the transfer of Interests, including, among other things,
the requirement that the substitution of a transferee of Interests as a
Limited Partner of the Partnership be subject to the written consent of the
Corporate General Partner, which may be granted or withheld in its sole and
absolute discretion.  The rights of a transferee of Interests who does not
become a substituted Limited Partner will be limited to the rights to
receive his share of profits or losses and cash distributions from the
Partnership, and such transferee will not be entitled to vote such
Interests or have other rights of a Limited Partner.  No transfer will be
effective until the first day of the next succeeding calendar quarter after
the requisite transfer form satisfactory to the Corporate General Partner
has been received by the Corporate General Partner.  The transferee
consequently will not be entitled to receive any cash distributions or any
allocable share of profits or losses for tax purposes until such succeeding
calendar quarter.  Profits or losses from operations of the Partnership for
a calendar year in which a transfer occurs will be allocated between the
transferor and the transferee based upon the number of quarterly periods in
which each was recognized as the holder of Interests, without regard to the
results of Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee.  Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses.  Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which distribution
is made.

     Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Limited Partners.  The mortgage loan secured by the
Riverfront Office Building restricts the use by Riverfront Office Park
Joint Venture of the cash flow from that property as more fully discussed
in the Notes.





<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                                DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
                                (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
                               1996          1995           1994         1993          1992
                          ------------- -------------   -----------  ------------  ------------
<S>                      <C>           <C>            <C>           <C>           <C>
Total income. . . . . . .  $ 33,059,440    35,760,756    36,744,939    37,574,501    40,441,060
                           ============  ============  ============  ============  ============
Operating earnings
 (loss) . . . . . . . . .  $(15,659,376)   (7,053,174)  (12,674,872)  (11,510,063)   (6,856,914)
Partnership's share of
 operations of uncon-
 solidated ventures . . .        80,895        67,570      (125,370)     (136,092)     (762,164)
Venture partners' share
 of ventures' operations.     1,475,361     2,794,709     3,968,903     3,679,780     2,339,587
                           ------------  ------------  ------------  ------------  ------------
Net operating earnings
 (loss) . . . . . . . . .   (14,103,120)   (4,190,895)   (8,831,339)   (7,966,375)   (5,279,491)
Gain on sale or disposi-
 tion of investment
 properties, net of
 venture partner's share.    13,480,719         --        4,693,546     1,433,916     8,790,767
Extraordinary items . . .     1,180,286         --            --            --            --
                           ------------  ------------  ------------  ------------  ------------
     Net earnings (loss).  $    557,885    (4,190,895)   (4,137,793)   (6,532,459)    3,511,276
                           ============  ============  ============  ============  ============
Net earnings (loss) per
 limited partnership
 interest (b):
   Net operating earnings
    (loss). . . . . . . .  $     (98.52)       (29.27)       (61.68)       (55.62)       (36.86)
   Gain on sale or dis-
    position of investment
    properties, net of
    venture partner's
    share . . . . . . . .         97.12         --            33.80         10.32         63.29
   Extraordinary items. .          8.50         --            --            --            --
                           ------------  ------------  ------------  ------------  ------------
     Net earnings (loss).  $       7.10        (29.27)       (27.88)       (45.30)        26.43
                           ============  ============  ============  ============  ============




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

                          DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992 - CONTINUED



                               1996          1995           1994         1993          1992
                          ------------- -------------   -----------  ------------  ------------
Total assets. . . . . . .  $127,569,676   154,431,514   151,349,909   169,411,131   170,266,483
Long-term debt. . . . . .  $130,058,240   128,508,546   108,263,135   106,140,597   104,843,567
Cash distributions
 per Interest (c) . . . .  $      --            --            --           --             --
                           ============  ============  ============  ============  ============

<FN>
-------------

  (a)   The above selected financial data should be read in conjunction with the consolidated financial
statements and the related notes appearing elsewhere in this annual report.

  (b)   The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of each
period.

  (c)   Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes.  Each Partner's taxable income (loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership.  Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to such Limited Partners and have therefore
represented a return of capital.

</TABLE>




<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996


<CAPTION>

Property
--------

Mall of Memphis    a)   The gross leasable area ("GLA") occupancy rate and average base rent per
                        square foot as of December 31 (excluding percentage rent) for each of the
                        last five years were as follows:

                                                    GLA             Avg. Base Rent Per
                         December 31,          Occupancy Rate       Square Foot (1)
                         ------------          --------------       ------------------
<S>                <C>   <C>                   <C>                  <C>

                               1992 . . . . .       79%                 14.63
                               1993 . . . . .       85%                 14.09
                               1994 . . . . .       85%                 14.31
                               1995 . . . . .       79%                 14.02
                               1996 . . . . .       75%                 15.52
<FN>
                   (1) Average base rent per square foot is based on GLA occupied as of December 31
                   of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                Base Rent  Scheduled Lease Lease
                   b)     Significant Tenants      Square Feet  Per Annum  Expiration Date Renewal Option
                          -------------------      -----------  ---------  --------------- --------------
<S>                <C>    <C>                      <C>          <C>        <C>             <C>

                          Dillards                 130,266      $563,070   9/2012              --
                          (Department Store)
</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth as of December 31, 1996 certain information with
respect to the expiration of leases for the next ten years at the Mall of Memphis:

                                                                            Annualized        Percent of
                                             Number of      Approx. Total   Base Rent         Total 1996
                          Year Ending        Expiring       GLA of Expiring of Expiring       Base Rent
                          December 31,       Leases            Leases       Leases            Expiring
                          ------------       --------       --------------- -----------       -----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>

                          1997                   13            29,000         501,749            8.9%
                          1998                   10            18,000         323,280            5.7%
                          1999                   10            12,000         344,676            6.1%
                          2000                    8            18,000         476,578            8.5%
                          2001                   15            59,000         791,368           14.0%
                          2002                   10            17,000         437,703            7.8%
                          2003                   10            23,000         572,557           10.2%
                          2004                    3            14,000         328,779            5.8%
                          2005                    4            18,000         340,140            6.0%
                          2006                    6            26,000         555,922            9.9%


</TABLE>




<TABLE>
<CAPTION>

Property
--------

767 Third Avenue
Office Building    a)     The Net Rental Area ("NRA") occupancy rate and average base rent per square foot
                          as of December 31 for each of the last five years were as follows:

                                                    NRA             Avg. Base Rent Per
                          December 31,         Occupancy Rate       Square Foot (1)
                          ------------         --------------       ------------------
<S>                <C>    <C>                  <C>                  <C>

                               1992 . . . . .       67%                 45.64
                               1993 . . . . .       83%                 38.32
                               1994 . . . . .       89%                 37.55
                               1995 . . . . .       92%                 39.09
                               1996 . . . . .       96%                 36.12
<FN>
                   (1) Average base rent per square foot is based on NRA occupied as of December 31
                   of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                Base Rent  Scheduled Lease Lease
                   b)     Significant Tenants      Square Feet  Per Annum  Expiration Date Renewal Option
                          -------------------      -----------  ---------  --------------- --------------
<S>                <C>    <C>                      <C>          <C>        <C>             <C>

                          None - No single tenant
                          represents more than 10%
                          of the gross leasable
                          area of the property.
</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth as of December 31, 1996 certain
                          information with respect to the expiration of leases for the
                          next ten years at the 767 Third Avenue Office Building:

                                                                            Annualized        Percent of
                                           Number of         Approx. Total  Base Rent         Total 1996
                          Year Ending      Expiring         NRA of Expiring of Expiring       Base Rent
                          December 31,     Leases               Leases      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>

                          1997                17               32,000         980,532            9.9%
                          1998                10               58,000       2,060,006           20.7%
                          1999                 6               18,000         691,455            7.0%
                          2000                 7               32,000       1,021,602           10.3%
                          2001                 5               25,000         973,324            9.8%
                          2002                 7               35,000       1,400,513           14.1%
                          2003                 2               10,000         345,042            3.5%
                          2004                 1                3,000          89,088            0.9%
                          2005                 3               10,000         366,900            3.7%
                          2006                 6               19,000         658,619            6.6%
<FN>
</TABLE>




<TABLE>
<CAPTION>

Property
--------

Riverfront
Office Building    a)     The gross leasable area ("GLA") occupy rate and average base rent per
                          square foot as of December 31 (excluding percentage rent) for each of the
                          last five years were as follows:

                                                    GLA             Avg. Base Rent Per
                          December 31,         Occupancy Rate       Square Foot (1)
                          ------------         --------------       ------------------
<S>                <C>    <C>                  <C>                  <C>

                               1992 . . . . .       67%                 33.11
                               1993 . . . . .       85%                 19.05
                               1994 . . . . .       95%                 17.83
                               1995 . . . . .       99%                 18.11
                               1996 . . . . .       85%                 20.03
<FN>
                   (1) Average base rent per square foot is based on GLA occupied as of December 31
                   of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                Base Rent  Scheduled Lease Lease
                   b)     Significant Tenants      Square Feet  Per Annum  Expiration Date Renewal Option
                          -------------------      -----------  ---------  --------------- --------------
<S>                <C>    <C>                      <C>          <C>        <C>             <C>

                          Icube                    35,488         815,761  11/01           NA

                          Mathsoft, Inc.           34,562         518,430  10/99           NA

                          Blue Cross &
                            Blue Shield            87,994       1,855,486  07/97           NA

                          Pegasystems              34,864         679,848  03/99           NA

                          Clam Association         35,186         559,868  02/98           NA

</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth as of December 31, 1996 certain
                          information with respect to the expiration of leases for
                          the next ten years at the Riverfront Office Building:

                                                                            Annualized        Percent of
                                           Number of         Approx. Total  Base Rent         Total 1996
                          Year Ending      Expiring         GLA of Expiring of Expiring       Base Rent
                          December 31,     Leases               Leases      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>

                          1997                 4              104,000       2,277,855           39.2%
                          1998                 2               46,000         786,863           13.5%
                          1999                 2               69,000       1,198,278           20.6%
                          2000                 2               23,000         490,473            8.4%
                          2001                 6               46,000         926,217           15.9%
                          2002               --                 --             --
                          2003               --                 --             --
                          2004               --                 --             --
                          2005               --                 --             --
                          2006               --                 --             --


</TABLE>




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $121,936,000 (after deducting selling
expenses and other offering costs) with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and to satisfy working capital requirements.  Portions of the
proceeds were utilized to acquire the properties described in Item 1 above.

     During 1996, some of the Limited Partners in the Partnership received
from an unaffiliated third party unsolicited tender offers to purchase up
to 6,637 Interests in the Partnership at between $25 and $35 per Interest.
The Partnership recommended against acceptance of this offer on the basis
that, among other things, the offer price was inadequate.  In June such
offer expired.  As of the date of this report, the Partnership is aware
that 3,060.34 Interests have been purchased by such unaffiliated third
parties either pursuant to such tender offers or through negotiated
purchases.  In addition, the Partnership has recently received requests
from another unaffiliated third party for the list of Holders of Interests.

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 other
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.  The board of directors of JMB Realty Corporation ("JMB") the
corporate general partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.  The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.

     At December 31, 1996, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $3,697,000.  Such funds are
available for working capital requirements including the Partnership's
portion of the anticipated net cash flow deficits at the Mall of Memphis
and 767 Third Avenue office building and its share of potential leasing
costs at the Mall of Memphis, 767 Third Avenue office building and National
City Center Office Building.  The Partnership and its consolidated ventures
have currently budgeted in 1997 approximately $5,368,000 for tenant
improvements and other capital expenditures.  The Partnership's share of
such items and its share of such similar items for its unconsolidated
ventures in 1997 is currently budgeted to be approximately $2,538,000.
Actual amounts expended in 1997 may vary depending on a number of factors
including actual leasing activity, results of property operations,
liquidity considerations and other market conditions over the course of the
year.  Certain of the Partnership's investment properties and properties in
which the Partnership has an equity interest currently operate in overbuilt
markets which are characterized by lower than normal occupancies and/or
reduced rent levels.  Such competitive conditions will contribute to the
anticipated net cash flow deficits described above.  The sources of capital
for such items and for future short-term and long-term liquidity and
distributions to partners are expected to be through the sale of the
Partnership's investment properties.  In such regard, reference is made to
the Partnership's property specific discussions below and also the
Partnership's disclosure of certain property lease expirations in Item 6.
The Partnership does not consider the mortgage notes receivable arising
from the previous sale of the Pavillion Towers investment property to be a
source of future liquidity as collection of any additional past due or
future payments on the Partnership's notes is considered unlikely.
Reference is made to 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 the entire
investment portfolio, and the Partnership and its Ventures are not
personally liable for the payment of the mortgage indebtedness.

     The Partnership currently has adequate cash and cash equivalents to
maintain the operations of the Partnership.  However, based upon estimated
operations of certain of the Partnership's investment properties, the
Partnership decided to suspend distributions to the Limited and General
Partners effective as of the second quarter of 1991.  In addition, the
Partnership has deferred cash distributions and partnership management fees
related to the first quarter of 1991 as discussed in the Notes.

     Based upon current market conditions, the Partnership may not commit
any significant additional amounts to any of the properties which are
incurring, or in the future do incur, unanticipated operating deficits or
deficits to underlying mortgage holders.  This would result in the
Partnership no longer having an ownership (or security) interest in such
properties.  Such decisions will be made on a property-by-property basis
and may result in a gain to the Partnership for financial reporting and
Federal income tax purposes, with no corresponding distributable proceeds.

     767 Third Avenue Office Building

     Occupancy at the property is 96% at December 31, 1996.  During 1997,
expiration of tenant leases will be approximately 11%.  There is no
assurance that the expiring tenants can be retained.  The Partnership is
obligated to fund its share of the net cash flow deficits resulting from
costs associated with any leasing activity at the property.

     Vacancy rates in Midtown Manhattan (the sub-market for this property)
remain high and the increased competition for tenants has resulted in
reduced effective rental rates.  The adverse market conditions and the
negative impact of the reduced effective rental rates are expected to
impact a number of tenants and continue through 1998.

     The 767 Third Avenue Venture has a loan which matures in May 1998 and
bears interest at 10%.  The venture is currently discussing obtaining
replacement financing to extend the term of the loan as well as reduce the
interest rate.  In conjunction with such discussions, the Partnership is
having preliminary discussions with the venture partner regarding a sale of
the Partnership's interest to the venture partner.  There can be no
assurance that any refinancing or sale will be finalized.  Accordingly, the
property has been considered held for sale or disposition as of December
31, 1996, and therefore, will no longer be subject to continued
depreciation.

     Riverfront Office Building

     Keystone Investors, occupying approximately 20% of Riverfront's net
rentable area, vacated upon its scheduled lease expiration in September
1996.  As of the date of this report, the venture has tenant commitments
and anticipates occupancy of all of this space by July 1997.  In addition,
Blue Cross Blue Shield, occupying approximately 88,000 square feet, had
notified the venture that it would be vacating the premises upon its lease
expiration, originally set for March 1998.  As a result, the venture
entered into a termination agreement with Blue Cross Blue Shield whereby
the tenant would vacate certain spaces by certain dates before its lease
expiration date for a set payment.  This agreement allows the venture to
maximize the cash flow of the property.  Although the venture will incur
substantial lease-up costs as a result of the Keystone and Blue Cross Blue
Shield lease expirations, the venture anticipates that it can fulfill
future debt service requirements of the restructured loan.  However, if
future operating shortfalls are greater than expected and funding of
deficits becomes necessary, the venture would seek additional debt service
relief from the lender.  If the venture was unable to obtain relief from
the lender it would likely decide not to commit any additional amounts to
the property.  This would likely 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 with no corresponding
distributable proceeds.

     The loan secured by the building and improvements was restructured in
1995 and requires that net cash flow after debt service and capital be paid
into an escrow account controlled by the lender to be used for future
operating shortfalls, principal payments and costs associated with
additional leasing as approved by the lender.  The agreement further
prohibits the venture owning the property from distributing excess cash
flow after full funding of the escrow accounts.  Such excess funds are to
be retained for operating shortfalls, principal payments and costs
associated with additional leasing as approved by the lender prior to
withdrawing escrow deposits.  Accordingly, the Partnership does not
consider the Riverfront investment property to be a significant source of
short or long-term liquidity.

     In addition, as a condition of the loan restructure discussed above,
the ground lease was amended to provide for the deferral of any and all
ground lease payments from February 1993 until the earlier of any future
mortgage loan prepayment date (resulting from a sale or refinancing of the
property) or December 31, 2007.  The ground lessor is a general partner of
the venture partner.  At December 31, 1996, the total amount of deferred
and accrued ground lease expense is approximately $684,000.

     The property has been considered held for sale or disposition as of
December 31, 1996, and therefore, will no longer be subject to continued
depreciation.

     Mall of Memphis

     Occupancy of the property is 75% at December 31, 1996.  The Mall of
Memphis trade area population consists primarily of lower to moderate
income residents, and the income level has been decreasing over the last
several years.  The mall has also suffered from a number of store closings
many prior to lease expiration primarily as a result of tenants filing for
bankruptcy and liquidation.  In addition, the property has been subjected
to increased competition for shoppers and tenants from strip centers and
big box users.  Although certain tenants continue to perform well, overall
tenant sales at the property have gradually declined over the last several
years.  Due to recent poor sales performances, many tenants are electing
not to renew their leases or are renewing at lower rates.  Several other
tenants whose leases are not due to expire in the near term have approached
the Partnership seeking rent relief.  The Partnership has granted rent
relief to certain tenants that could demonstrate that without a reduction
in their rent, they would no longer be able to remain in business at the
mall.  As a result of these market and property conditions, the property's
cash flow declined in 1996 and may continue to decline.

     In response, the Partnership is exploring measures to increase
occupancy and the cash flow of the property.  Any decision to commit
additional funds to this investment property for any purpose will be based
on, among other things, the likelihood of the return of such additional
investment plus a reasonable profit thereon.  In addition, the Partnership
is contemplating approaching the lender regarding a loan modification.

     In August 1995, the Partnership purchased the venture partner's 36.94%
interest in Mall of Memphis and concurrently admitted the General Partner
of the Partnership to the venture with a .1% interest.  Accordingly, the
Partnership has accounted for its investment in Mall of Memphis as wholly-
owned as of August 1995.  The purchase price was approximately $5,500,000,
of which $500,000 (plus certain closing costs) was paid in cash at closing
with the balance represented by a $5,000,000 promissory note.  Pursuant to
the terms of the note payable to the former venture partner, the
Partnership guaranteed a portion of the debt service payments payable on
June 1, 1996 and June 1, 1997 in the amount of $300,000 for each payment.
Due to the increase in vacancies discussed above and other property
operating considerations, the Partnership did not make the June 1996
guaranteed payment until December 1996.




     Scotland Yard - Phase I and II Apartments

     On November 1, 1996, the Partnership sold the Scotland Yard Apartments
Phase I and II for $23,200,000 (before selling costs).  Reference is made
to the Notes for a further description of such sale.

     El Dorado View Apartments

     On July 23, 1996, the Partnership sold the El Dorado View Apartments
for $6,600,000 (before selling costs).  Reference is made to the Notes for
a further description of such sale.

     Yerba Buena Office Building

     In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners).  In return for a smooth transaction of
title and management of the property, the joint venture was able to
negotiate the right to share in future sales or refinancing proceeds, if
any, above certain specified levels.  In addition, the joint venture has a
right of first opportunity to purchase the property during the time frame
of June 1995 through May 1998 should the lender wish to market the property
for sale.  The joint venture has recently learned that the lender has sold
the property without having given the joint venture its right of first
opportunity to purchase it.  The joint venture is analyzing its legal
remedies for the lender's breach of its obligation.  There are no
assurances that the joint venture would recover any amounts in the event it
should pursue its legal remedies.

     General

     There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partner(s) in an investment might become unable
or unwilling to fulfill its (their) financial or other obligations, or that
such joint venture partner(s) may have economic or business interests or
goals that are inconsistent with those of the Partnership.

     As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital.  All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate.  The Partnership has also sought or may seek additional loan
modifications where appropriate.  By conserving working capital, the
Partnership will be in a better position to meet the future needs of its
properties since outside sources of capital may be limited given the
portfolio's current debt levels.  Due to these factors, the Partnership has
held certain of its investment properties longer than originally
anticipated in an effort to maximize the return to the Limited Partners.
Although the Partnership expects to distribute sale proceeds from the
disposition of certain of the Partnership's remaining assets, the Limited
Partners are expected to receive significantly less than their full
original investment from all sources.  However, after reviewing the
remaining properties and the marketplace in which they operate, the General
Partners of the Partnership expect to be able to conduct an orderly
liquidation of the remaining investment portfolio as quickly as
practicable.  In such regard, the Partnership has classified during 1996
certain of its investment properties as held for sale or disposition, as
discussed above.  Therefore, the affairs of the Partnership are expected to
be wound up no later than December 31, 1999 (sooner if the properties are
sold in the nearer term), barring unforeseen economic developments.





RESULTS OF OPERATIONS

    Various fluctuations in the consolidated financial statements at and
for the year ended December 31, 1996, as compared to December 31, 1995 are
primarily due to the sale of three apartment complexes, El Dorado View on
July 23, 1996 and Scotland Yard - Phase I and II on November 1, 1996.

     The decrease in rents and other receivables at December 31, 1996 as
compared to December 31, 1995 was primarily due to the timing of receipts
of rental income at certain of the Partnership's investment properties.

     The increase in escrow deposits and restricted funds at December 31,
1996 as compared to December 31, 1995 is primarily due to the terms of the
Riverfront loan modification agreement which requires the partnership to
escrow cash flow after debt service to fund future operating short-falls,
principal payments and costs associated with additional leasing as approved
by the lender.

     The decreases in mortgage notes receivable and deferred gain on sale
of investment property at December 31, 1996 as compared to December 31,
1995 are due to a $200,000 collection in 1996 of a portion of the past due
amounts on notes receivable related to the 1986 sale of Pavillion Towers.

     The properties held for sale or disposition at December 31, 1996
represents the reclassification of the net book value of the Partnership's
investment properties, excluding Mall of Memphis, from land and leasehold
interests, buildings and improvements and the related accumulated
depreciation.

     The decrease in venture partner's deficit in venture at December 31,
1996 as compared to December 31, 1995 is due to the $8,500,000 provision
for unrealizable venture partner's deficit recorded in 1996 relating to the
Riverfront office building.

     The increase in accounts payable at December 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of the payment of certain
costs associated with additional leasing at the Riverfront office building.

     The decrease in rental income for the year ended December 31, 1996 as
compared to the year ended December 31, 1995 is primarily due to:  1) the
sales of Scotland Yard I & II apartments and El Dorado View apartments on
November 1, 1996 and July 23, 1996, respectively; 2) the receipt in 1995 of
approximately $672,000 as consideration for the early termination of a
tenant's lease at 767 Third Avenue; 3) a lower average occupancy rate at
Riverfront office building primarily as a result of the scheduled
expiration in September 1996 of a lease for a tenant which occupied
approximately 20% of the building and 4) reduced occupancy in 1996 at the
Mall of Memphis.  The decrease in rental income for the year ended December
31, 1995 as compared to the year ended December 31, 1994 was primarily due
to the lender realizing upon its security in the 824 market Street office
building in December 1994, partially offset by increased average occupancy
at Riverfront and 767 Third Avenue office buildings in 1995.

     The increase in interest income for the year ended December 31, 1995
as compared to the year ended December 31, 1994 is primarily due to an
increase in the average balance of U.S. Government obligations during 1995.

     The decreases in mortgage and other interest expense as well as
property operating expenses for the year ended December 31, 1996 as
compared to the year ended December 31, 1995 are primarily due to the sales
of Scotland Yard I & II apartments and El Dorado View apartments in 1996.
Contributing to the decrease in mortgage and other interest expense were
lower mortgage interest at Riverfront office building, as a result of the
restructured loan, and lower contingent interest expense at the Mall of
Memphis, as a result of lower rental income.  The decrease in mortgage and
other interest expense was partially offset by additional interest on the
$5,000,000 promissory note secured by the Partnership's additional interest
in the Mall of Memphis, purchased in August 1995.  The decrease in mortgage




and other interest expense for the year ended December 31, 1995 as compared
to the year ended December 31, 1994 is primarily due to the lender
realizing upon its security in the 824 Market Street office building in
December 1994 as well as the reduction of interest associated with the non-
recourse mortgage loan secured by the Riverfront office building as a
result of the 1995 loan restructuring.

     The decrease in depreciation expense for the year ended December 31,
1996 as compared to the year ended December 31, 1995 is primarily due to
the Scotland Yard I & II apartments (sold November 1, 1996) and El Dorado
View apartments (sold July 23, 1996) being classified as of April 1, 1996
as held for sale and, therefore, were not subject to continued
depreciation.  The decrease in depreciation expense for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to the lender realizing upon its security in the 824 Market
Street office building during 1994, partially offset by depreciation
expense related to the Partnership's purchase of the venture partner's
interest in the Mall of Memphis in August 1995.

     The decrease in amortization of deferred expenses for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 as well
as the increase for the year ended December 31, 1995 as compared to the
year ended December 31, 1994 is primarily due to the write off of deferred
mortgage expenses in 1995 as a result of the 1995 loan restructuring at
Riverfront office building.  In addition, the increase for the year ended
December 31, 1995 was impacted by an increase in amortization related to
capitalized leasing costs, primarily at 767 Third Avenue Office Building.

     The increase in general and administrative expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to an increase in reimbursable costs to affiliates of the
General Partners in 1995 and the recognition of certain additional prior
year reimbursable costs to such affiliates.

     The decrease in venture partner's share of venture operations for the
year ended December 31, 1996 as compared to the year ended December 31,
1995 is primarily due to the termination as of January 1, 1996 of the
allocation of any additional venture losses to the venture partner as a
result of the uncertainty of the Partnership recovering the deficit capital
account from further operations and ultimate sale of the Riverfront office
building.  Such uncertainty was also the cause of the provision for
uncollectible venture partner deficit for 1996.

     The gain on sale or disposition of investment properties for the year
ended December 31, 1996 is due to the sale of El Dorado View apartments on
July 23, 1996, the Scotland Yard I & II apartments on November 1, 1996 and
$200,000 of deferred gain recognition as a result of the receipt in April
1996 of a portion of the past due amounts on the notes receivable related
to the 1986 sale of Pavillion Towers, discussed above.  The gain from sale
or disposition of investment properties for the year ended December 31,
1994 resulted from the lender realizing upon its security in the 824 Market
Street office building.

     The extraordinary gain on forgiveness of indebtedness for the year
ended December 31, 1996 was due to the forgiveness of a portion of the
deferred accrued interest associated with the mortgage loans secured by
Scotland Yard I & II apartments as a result of sale of the properties.





INFLATION

     Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.

     Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999.  However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes.  Therefore, there should be little effect on
operating earnings if the property remains substantially occupied.  In
addition, substantially all of the leases at the Partnership's shopping
center investment contain provisions which entitle the Partnership to
participate in gross receipts of tenants above fixed minimum amounts.






ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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



                                 INDEX



Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended December 31, 1996,
  1995 and 1994

Consolidated Statements of Partners' Capital Accounts (Deficit),
  years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31,
  1996, 1995 and 1994

Notes to Consolidated Financial Statements


                                                          Schedule
                                                          --------

Consolidated Real Estate and Accumulated Depreciation        III



SCHEDULES NOT FILED:

     All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the financial statements or related notes.










                     INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI:

     We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XI (a limited partnership) and consolidated
ventures as listed in the accompanying index.  In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index.  These
consolidated financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Carlyle Real Estate Limited Partnership - XI and consolidated ventures at
December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the years in the three-year period ended
December 31, 1996, in conformity with generally accepted accounting
principles.  Also in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.

     As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated ventures changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.







                              KPMG PEAT MARWICK LLP


Chicago, Illinois
March 21, 1997





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

                                         CONSOLIDATED BALANCE SHEETS
                                         DECEMBER 31, 1996 AND 1995

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                            1996              1995
                                                                        ------------      -----------
<S>                                                                    <C>                <C>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $  3,697,163        3,928,706
  Rents and other receivables (net of allowance for doubtful accounts
    of $1,495,915 and $1,524,496 at December 31, 1996 and 1995,
    respectively) . . . . . . . . . . . . . . . . . . . . . . . . . .        628,039        1,126,899
  Escrow deposits and restricted funds. . . . . . . . . . . . . . . .      3,678,237        2,110,717
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . .      1,167,702        1,184,253
                                                                        ------------     ------------
          Total current assets. . . . . . . . . . . . . . . . . . . .      9,171,141        8,350,575
                                                                        ------------     ------------
Mortgage notes receivable (net of reserve for uncollectibility
  of $327,774 and $527,774 at December 31, 1996 and 1995,
  respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,867,695        2,067,695
Investment properties, at cost - Schedule III:
    Land and leasehold interests. . . . . . . . . . . . . . . . . . .      4,845,861       17,654,091
    Buildings and improvements. . . . . . . . . . . . . . . . . . . .     60,783,454      191,845,064
                                                                        ------------     ------------
                                                                          65,629,315      209,499,155
    Less accumulated depreciation . . . . . . . . . . . . . . . . . .     23,002,534       81,997,627
                                                                        ------------     ------------
          Total properties held for investment,
            net of accumulated depreciation . . . . . . . . . . . . .     42,626,781      127,501,528

    Properties held for sale or disposition . . . . . . . . . . . . .     66,102,154            --
                                                                        ------------     ------------

          Total investment properties . . . . . . . . . . . . . . . .    108,728,935      127,501,528
                                                                        ------------     ------------

Investment in unconsolidated venture, at equity . . . . . . . . . . .        628,276          547,381
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .      3,802,233        4,147,934
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .      2,965,832        2,910,837
Venture partner's deficit in venture. . . . . . . . . . . . . . . . .        405,564        8,905,564
                                                                        ------------     ------------

                                                                        $127,569,676      154,431,514
                                                                        ============     ============




                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES
                                   CONSOLIDATED BALANCE SHEETS - CONTINUED

                            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                            -----------------------------------------------------
                                                                            1996              1995
                                                                        ------------      -----------
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .   $    517,413       28,216,001
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .      3,005,313        1,559,456
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . .        612,197          675,234
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . .      1,883,331        2,270,877
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .        713,459        1,511,605
                                                                        ------------     ------------
          Total current liabilities . . . . . . . . . . . . . . . . .      6,731,713       34,233,173

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .        215,186          222,353
Long-term debt, less current portion. . . . . . . . . . . . . . . . .    130,058,240      128,508,546
Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .        200,749          231,178
                                                                        ------------     ------------
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . .    137,205,888      163,195,250

Deferred gain on sale of investment properties. . . . . . . . . . . .      1,867,695        2,067,695
Venture partner's subordinated equity in venture. . . . . . . . . . .      2,600,108        3,830,469

Partners' capital accounts (deficit):
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . .          1,000            1,000
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .    (12,895,787)     (12,478,272)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .     (1,116,446)      (1,116,446)
                                                                        ------------     ------------
                                                                         (14,011,233)     (13,593,718)
                                                                        ------------     ------------
  Limited partners:
    Capital contributions, net of offering costs. . . . . . . . . . .    121,935,233      121,935,233
    Cumulative net losses . . . . . . . . . . . . . . . . . . . . . .    (76,960,040)     (77,935,440)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . .    (45,067,975)     (45,067,975)
                                                                        ------------     ------------
                                                                             (92,782)      (1,068,182)
                                                                        ------------     ------------
          Total partners' capital accounts (deficits) . . . . . . . .    (14,104,015)     (14,661,900)
                                                                        ------------     ------------
                                                                        $127,569,676      154,431,514
                                                                        ============     ============
<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
                                                           1996             1995            1994
                                                       ------------     ------------    ------------
<S>                                                    <C>              <C>             <C>
Income:
  Rental income . . . . . . . . . . . . . . . . . .     $32,775,314       35,420,992      36,560,773
  Interest income . . . . . . . . . . . . . . . . .         284,126          339,764         184,166
                                                        -----------      -----------     -----------
                                                         33,059,440       35,760,756      36,744,939
                                                        -----------      -----------     -----------
Expenses:
  Mortgage and other interest . . . . . . . . . . .      15,013,553       16,573,287      19,589,577
  Depreciation. . . . . . . . . . . . . . . . . . .       6,110,344        6,561,402       8,518,226
  Property operating expenses . . . . . . . . . . .      17,400,478       17,758,087      19,755,404
  Professional services . . . . . . . . . . . . . .         289,023          272,963         282,379
  Amortization of deferred expenses . . . . . . . .       1,057,233        1,273,972       1,043,910
  General and administrative. . . . . . . . . . . .         348,185          374,219         230,315
  Provision for unrealizable venture
    partner deficit . . . . . . . . . . . . . . . .       8,500,000            --              --
                                                        -----------      -----------     -----------
                                                         48,718,816       42,813,930      49,419,811
                                                        -----------      -----------     -----------

          Operating earnings (loss) . . . . . . . .     (15,659,376)      (7,053,174)    (12,674,872)

Partnership's share of operations of
  unconsolidated venture. . . . . . . . . . . . . .          80,895           67,570        (125,370)
Venture partners' share of ventures'
  operations. . . . . . . . . . . . . . . . . . . .       1,475,361        2,794,709       3,968,903
                                                        -----------      -----------     -----------
          Net operating earnings (loss) . . . . . .     (14,103,120)      (4,190,895)     (8,831,339)

Gain from sale or disposition of investment
  properties, net of venture partner's
  share of gain (loss) of ($1,004,351) in 1994. . .      13,480,719            --          4,693,546
                                                        -----------      -----------     -----------
          Net earnings (loss) before
            extraordinary item. . . . . . . . . . .        (622,401)      (4,190,895)     (4,137,793)

Extraordinary gain on forgiveness
  of indebtedness . . . . . . . . . . . . . . . . .       1,180,286            --              --
                                                        -----------      -----------     -----------
          Net earnings (loss) . . . . . . . . . . .     $   557,885       (4,190,895)     (4,137,793)
                                                        ===========      ===========     ===========




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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                           1996             1995            1994
                                                       ------------     ------------    ------------

          Net earnings (loss) per limited partnership
            interest:
              Net operating earnings (loss) . . . .     $    (98.52)          (29.27)         (61.68)
              Gain from sale or disposition of
                investment properties, net of
                venture partner's share . . . . . .           97.12            --              33.80
              Extraordinary gain on forgiveness
                of indebtedness . . . . . . . . . .            8.50            --              --
                                                        -----------      -----------     -----------

                                                        $      7.10           (29.27)         (27.88)
                                                        ===========      ===========     ===========
























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




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

                        CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICIT)

                                 YEARS ENDED DECEMBER 31, 1996, 1995 and 1994

<CAPTION>
                             GENERAL PARTNERS                                    LIMITED PARTNERS
                ---------------------------------------------    -------------------------------------------------
                                                               CONTRI-
                                                               BUTIONS
                          NET                                  NET OF       NET
              CONTRI-   EARNINGS      CASH                    OFFERING    EARNINGS     CASH
              BUTIONS    (LOSS)   DISTRIBUTIONS     TOTAL      COSTS       (LOSS)  DISTRIBUTIONS     TOTAL
              -------  ---------- -------------  ----------------------  -----------------------  -----------
<S>          <C>      <C>        <C>            <C>        <C>          <C>        <C>           <C>
Balance
 (deficit)
 December 31,
 1993 . . . .  $1,000 (12,004,318)  (1,116,446) (13,119,764)121,935,233 (70,080,706)(45,067,975)   6,786,552

Net earnings
 (loss) . . .    --      (306,318)       --        (306,318)     --      (3,831,475)      --      (3,831,475)
                ----- ----------- ------------ ------------ ----------- -----------------------  -----------
Balance
 (deficit)
 December 31,
 1994 . . . .   1,000 (12,310,636)  (1,116,446) (13,426,082)121,935,233 (73,912,181)(45,067,975)   2,955,077

Net earnings
 (loss) . . .    --      (167,636)       --        (167,636)     --      (4,023,259)      --      (4,023,259)
                ----- ----------- ------------ ------------ ----------- -----------------------  -----------
Balance
 (deficit)
 December 31,
 1995 . . . .   1,000 (12,478,272)  (1,116,446) (13,593,718)121,935,233 (77,935,440)(45,067,975)  (1,068,182)

Net earnings
 (loss) . . .    --      (417,515)       --        (417,515)     --         975,400       --         975,400
                ----- ----------- ------------ ------------ ----------- -----------------------  -----------
Balance
 (deficit)
 December 31,
 1996 . . . .  $1,000 (12,895,787)  (1,116,446) (14,011,233)121,935,233 (76,960,040)(45,067,975)     (92,782)
               ====== =========== ============ ============ =========== =======================  ===========
<FN>
                         See accompanying notes to consolidated financial statements.
</TABLE>




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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



<CAPTION>
                                                            1996            1995            1994
                                                        -----------      -----------     -----------
<S>                                                    <C>              <C>             <C>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . .     $   557,885       (4,190,895)     (4,137,793)
  Items not requiring (providing) cash
    or cash equivalents:
      Depreciation. . . . . . . . . . . . . . . . .       6,110,344        6,561,402       8,518,226
      Amortization of deferred expenses . . . . . .       1,057,233        1,273,972       1,043,910
      Long-term debt - deferred accrued
        interest. . . . . . . . . . . . . . . . . .       2,389,325          633,264       2,544,737
      Provision for unrealizable venture
        partner deficit . . . . . . . . . . . . . .       8,500,000            --              --
      Partnership's share of operations of
        unconsolidated ventures . . . . . . . . . .         (80,895)         (67,570)        125,370
      Venture partners' share of ventures'
        operations and gain (loss) on sale. . . . .      (1,475,361)      (2,794,709)     (4,973,254)
      Total (gain) loss on sale or disposition of
        investment properties . . . . . . . . . . .     (13,480,719)           --         (3,689,195)
      Extraordinary gain on forgiveness of
        indebtedness. . . . . . . . . . . . . . . .      (1,180,286)           --              --
  Changes in:
    Rents and other receivables . . . . . . . . . .         486,921          210,272         840,195
    Escrow deposits and restricted funds  . . . . .      (1,567,520)        (879,223)        278,908
    Prepaid expenses. . . . . . . . . . . . . . . .          16,551          114,728         159,359
    Accrued rents receivable. . . . . . . . . . . .         (54,995)         609,926        (412,238)
    Accounts payable. . . . . . . . . . . . . . . .         978,918           69,019        (100,585)
    Unearned rents. . . . . . . . . . . . . . . . .         (63,037)          35,125         (94,413)
    Accrued interest. . . . . . . . . . . . . . . .        (387,546)       2,534,421       3,686,021
    Accrued real estate taxes . . . . . . . . . . .        (798,146)          35,801         (28,607)
    Tenant security deposits. . . . . . . . . . . .            (699)          77,132         (39,712)
    Deferred revenue. . . . . . . . . . . . . . . .         (30,429)         231,178           --
                                                        -----------      -----------     -----------
          Net cash provided by (used in)
            operating activities. . . . . . . . . .         977,544        4,453,843       3,720,929
                                                        -----------      -----------     -----------





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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                            1996            1995            1994
                                                        -----------      -----------     -----------
Cash flows from investing activities:
  Net sales and maturities (purchases) of
    short-term investments. . . . . . . . . . . . .           --           1,392,755         895,510
  Additions to investment properties. . . . . . . .      (2,571,651)      (2,396,331)     (4,338,481)
  Partnership's contributions to unconsolidated
    venture . . . . . . . . . . . . . . . . . . . .           --               --           (159,708)
  Payment of deferred expenses. . . . . . . . . . .        (773,585)        (658,174)       (525,619)
  Cash paid for venture partner's interest. . . . .           --            (544,473)          --
  Cash proceeds from sale of investment properties,
    net of selling expenses . . . . . . . . . . . .       2,158,501            --              --
  Collection of notes receivable. . . . . . . . . .         200,000            --              --
                                                        -----------      -----------     -----------
          Net cash provided by (used in)
            investing activities. . . . . . . . . .        (986,735)      (2,206,223)     (4,128,298)
                                                        -----------      -----------     -----------
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . .        (467,352)        (422,172)       (381,403)
  Venture partners' contributions to ventures . . .         245,000          251,500         579,019
  Distributions to venture partners . . . . . . . .           --            (251,030)          --
                                                        -----------      -----------     -----------
          Net cash provided by (used in)
            financing activities. . . . . . . . . .        (222,352)        (421,702)        197,616
                                                        -----------      -----------     -----------
          Net increase (decrease) in cash
            and cash equivalents. . . . . . . . . .        (231,543)       1,825,918        (209,753)
          Cash and cash equivalents,
            beginning of year . . . . . . . . . . .       3,928,706        2,102,788       2,312,541
                                                        -----------      -----------     -----------
          Cash and cash equivalents,
            end of year . . . . . . . . . . . . . .     $ 3,697,163        3,928,706       2,102,788
                                                        ===========      ===========     ===========






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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                            1996            1995            1994
                                                        -----------      -----------     -----------
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . .     $15,401,099       13,405,602      13,358,819
                                                        ===========      ===========     ===========
  Non-cash investing and financing activities:
    Sale of investment properties:
      Total sale proceeds, net of selling expenses.     $29,049,082            --              --
      Principal balance and deferred accrued
        interest due on mortgage payable. . . . . .     (26,890,581)           --              --
                                                        -----------      -----------     -----------
          Cash proceeds from sales of investment
            properties, net of selling expenses . .     $ 2,158,501           --               --
                                                        ===========      ===========     ===========
    Purchase of venture partner's interest:
      Addition to basis in investment property. . .     $     --           9,402,453           --
      Note payable. . . . . . . . . . . . . . . . .           --          (5,000,000)          --
      Increase in venture partner's deficit
        in venture. . . . . . . . . . . . . . . . .           --          (3,857,980)          --
                                                        -----------      -----------     -----------
          Cash paid for venture partner's
            interest in venture . . . . . . . . . .     $     --             544,473           --
                                                        ===========      ===========     ===========
          Accrued interest added to balance
            of long-term debt pursuant to
            loan modification . . . . . . . . . . .     $     --           8,530,153           --
                                                        ===========      ===========     ===========
     Balance due on mortgage note payable retired .     $     --               --         13,514,864
     Reduction of land. . . . . . . . . . . . . . .           --               --         (1,905,000)
     Reduction of buildings and improvements. . . .           --               --        (16,801,424)
     Reduction of accumulated depreciation. . . . .           --               --          5,599,445
     Reduction of deferred expenses . . . . . . . .           --               --           (555,967)
     Reduction of accrued interest payable. . . . .           --               --          4,131,910
     Reduction of other assets and liabilities. . .           --               --           (294,633)
                                                        -----------      -----------     -----------
           Non-cash gain recognized on
             disposition of investment property . .     $     --               --          3,689,195
                                                        ===========      ===========     ===========



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




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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1996, 1995 AND 1994



OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership holds (either directly or through joint ventures) an
equity investment portfolio of United States real estate.  Business
activities consist of rentals to a variety of commercial and retail
companies, and the ultimate sale or disposition of such real estate.  The
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio and wind up its affairs not later than
December 31, 1999.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its consolidated ventures Mall of Memphis
Associates ("Mall of Memphis") (until purchase of the venture partner's
interest in 1995), 767 Third Avenue Associates ("767 Third Avenue"),
Riverfront Office Park Joint Venture ("Riverfront") and Excelsior
Associates, LP ("824 Market Street") (property transferred to lender in
December 1994) in which the Partnership has certain preferential claims and
rights, as discussed below.  The effect of all transactions between the
Partnership and the consolidated ventures has been eliminated.  The equity
method of accounting has been applied in the accompanying consolidated
financial statements with respect to the Partnership's interest in
Carlyle/National City Associates ("Carlyle/National City").  Accordingly,
the accompanying consolidated financial statements do not include the
accounts of Carlyle/National City.

     The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to reflect the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above.  Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership.  The net  effect of these items for the years
ended December 31, 1996 and 1995 is summarized as follows:



<TABLE>


<CAPTION>

                                                     1996                              1995
                                     -------------------------------   ------------------------------
                                                         TAX BASIS                         TAX BASIS
                                       GAAP BASIS       (Unaudited)       GAAP BASIS      (UNAUDITED)
                                      ------------      -----------      ------------    ---------- -

<S>                                  <C>               <C>              <C>              <C>

Total assets. . . . . . . . . . . .    $127,569,676      26,114,376      154,431,514      26,282,722

Partners' capital accounts
  (deficit):
    General partners. . . . . . . .    (14,011,233)     (12,054,121)     (13,593,718)    (12,245,230)
    Limited partners. . . . . . . .        (92,782)      (8,162,305)      (1,068,182)    (21,932,672)

Net earnings (loss):
    General partners. . . . . . . .       (417,515)         191,109         (167,636)        (98,993)
    Limited partners. . . . . . . .        975,400       13,770,364       (4,023,259)     (2,375,828)

Net earnings (loss) per
  limited partnership
  interest. . . . . . . . . . . . .           7.10           100.21           (29.27)         (17.29)
                                      ============      ===========      ===========    ============

</TABLE>




     The net earnings (loss) per limited partnership interest is based upon
the Limited Partnership Interests outstanding at the end of each period.
Deficit capital accounts will result, through the duration of the
Partnership, in net gain for financial reporting and Federal income tax
purposes.

     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.

     Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings.  The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market.  For the
purposes of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($3,045,929 at December 31, 1996 and $553,117 at December 31, 1995) as cash
equivalents, which includes investments in an institutional mutual fund
which holds U.S. Government obligations, with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.

     Deferred expenses consist primarily of leasing and financing fees
incurred in connection with the acquisition and operation of the
properties.  Deferred leasing fees are amortized using the straight-line
method over the terms stipulated in the related agreements.  Deferred
financing fees are amortized over the related commitment periods.

     Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due, the Partnership accrues
rental income over the full period of occupancy on a straight-line basis.

     Certain reclassifications have been made to the 1995 and 1994
consolidated financial statements to conform with the 1996 presentation.

     Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments" (as amended),
requires certain entities to disclose the SFAS 107 value of all financial
assets and liabilities for which it is practicable to estimate.  Value is
defined in the Statement as the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.  The Partnership believes the carrying amount
of its financial instruments classified as current assets and liabilities
(excluding current portion of long-term debt) approximates SFAS 107 value
due to the relatively short maturity of these instruments.  There is no
quoted market value available for any of the Partnership's other
instruments.  The remaining debt, with a carrying balance of $130,575,653,
has been calculated to have a SFAS 107 value of $122,619,763 by discounting
the scheduled loan payments to maturity.  Due to restrictions on
transferability and prepayment and the inability to obtain comparable
financing due to previously modified debt terms or other property specific
competitive conditions, the Partnership would be unable to refinance these
properties to obtain such calculated debt amounts reported.  The
Partnership has no other significant financial instruments.

     No provision for Federal or state income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership.  However, in certain instances, the Partnership has been
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.





     The Partnership acquired, either directly or through joint ventures,
ten apartment complexes, eight office buildings, and an enclosed shopping
mall.  During 1984, the Partnership sold its Arlington, Texas and its Red
Bank, Tennessee apartment complexes.  During 1986, the Partnership sold its
interest in Am-Car Real Estate Partnership-I joint venture ("AM-CAR"),
which had ownership interests in the Pavillion Towers office complex
located in Aurora, Colorado and the Coast Federal Office Building located
in Pasadena, California.  During 1988, the Partnership (through Somerset
Lake Associates) sold its Indianapolis, Indiana apartment complex.  During
1991, the Partnership disposed of its interest in the Gatehall Plaza office
building located in Parsippany, New Jersey.  During 1992, the Partnership
sold its interest in the Wood Forest Glen Apartments, the Meadowcrest
Apartments and the Bitter Creek Apartments.  In addition, during 1992, the
lender realized upon its security and took title to the Yerba Buena West
Office Building. During 1993, the Partnership sold its interest in the
South Point Apartments.  During 1994, the lender realized upon its security
and took title to the 824 Market Street Office Building.  During 1996, the
Partnership sold its interest in the Scotland Yard Phase I and II
Apartments, and the El Dorado View Apartments.  All of the properties owned
at December 31, 1996 were operating.  The cost of the investment properties
represents the total cost to the Partnership or its ventures plus
miscellaneous acquisition costs.

     Depreciation on the operating properties has been provided over
estimated useful lives of the various components as follows:

                                              YEARS
                                              -----

     Building and improvements --
       straight-line. . . . . . . .             30
     Personal property --
       straight-line. . . . . . . .              5
                                                ==

     All investment properties are pledged as security for the long-term
debt, for which there is generally no recourse to the Partnership.  The
Partnership continues to make payments on its existing mortgage
indebtedness related to its remaining investment properties.

     Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.

     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" was issued in March 1995.  The Partnership
adopted SFAS 121 as required in the first quarter of 1996.  SFAS 121
requires that the Partnership record an impairment loss on its properties
to be held for investment whenever their carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale.  The amount of the impairment loss to be recognized
would be the difference between the property's carrying value and the
property's estimated fair value.  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.  Adjustments for impairment loss
for such properties (subsequent to the date of adoption of SFAS 121) are
made in each period as necessary to report these properties at the lower of
carrying value or fair value less costs to sell.  In certain situations,
such estimated fair value could be less than the existing non-recourse debt




which is secured by the property.  There can be no assurance that any
estimated fair value of these properties would ultimately be obtained by
the Partnership in any future sale or disposition transaction.

     Under the prior accounting policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's carrying value.  The amount of any such impairment loss
recognized by the Partnership was limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness.  An impairment loss under SFAS 121 is determined
without regard to the nature or the balance of such non-recourse
indebtedness.  Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain (comprised of gain on extinguishment of debt and gain or loss on
sale or disposition of property) for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.

     In addition, upon the disposition of an impaired property, the
Partnership will generally recognize more gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's prior
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition.  Although
implementation of this accounting statement could significantly impact the
Partnership's reported earnings, there would be no impact on cash flows.
Further, any such impairment loss is not recognized for Federal income tax
purposes.

     The net results of operations for consolidated properties classified
as held for sale or disposition as of December 31, 1996 or sold or disposed
of during the past three years were $14,775,311, $6,640,231 and
$13,806,479, respectively, for the years ended December 31, 1996, 1995 and
1994.  In addition, the accompanying consolidated financial statements
include $80,894, $67,570 and $33,808, respectively, of the Partnership's
share of total property operations of $589,373, $492,296, and $246,315 of
National City Center which is held for sale or disposition as of December
31, 1996.

VENTURE AGREEMENTS - GENERAL

     The Partnership at December 31, 1996 is a party to three operating
joint venture agreements.  Pursuant to such venture agreements, the
Partnership made initial capital contributions of approximately $34,284,000
before legal and other acquisition costs and its share of operating
deficits as discussed below.  In general, the Partnership's joint venture
partners, who are either the sellers (or their affiliates) of the property
investments being acquired or parties which have contributed an interest in
the property being developed, or were subsequently admitted to the
ventures, make no cash contributions to the ventures but their retention of
an interest in the property, through the joint venture, is taken into
account in determining the purchase price of the Partnership's interest,
which is determined by arm's-length negotiations.  Under certain
circumstances, either pursuant to the venture agreements or due to the
Partnership's obligations as a general partner, the Partnership may be
required to make additional cash contributions to the ventures.

     The Partnership has acquired, through the above ventures, three office
buildings.  The venture properties have been financed under various long-
term debt arrangements as described in the notes.

     In general, operating profits and losses are shared in the same ratio
as net cash receipts; however, if there are no net cash receipts, profits
or losses are allocated to the partners based upon their respective
economic interests.





     There are certain risks associated with the Partnership's investments
made through joint ventures, including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.

INVESTMENT PROPERTIES

     NATIONAL CITY CENTER

     In July 1983, the Partnership acquired, through Carlyle/National City
(a joint venture with Carlyle-XII), an interest in an office building in
Cleveland, Ohio.

     The Partnership made an initial contribution of $5,445,257 to
Carlyle/National City.  The terms of the Carlyle/National City venture
agreement provide that the capital contributions, annual cash flow, net
proceeds from sale or refinancing and profit or loss will be allocated or
distributed 13.7255% to the Partnership.  The Partnership's net cash
investment in the property was $3,341,583 after distributions resulting
from the increase in the first mortgage loan.

     Carlyle/National City reached an agreement with the current mortgage
lender to refinance the existing mortgage effective April 28, 1994.  The
loan will be amortized over 22 years with a balloon payment due on April
10, 2001.  Carlyle/National City paid a refundable loan commitment fee of
$1,163,524 in 1993 in conjunction with the refinancing.  The fee was
applied to accrued interest and the prepayment penalty of $580,586 based on
the outstanding mortgage balance at the time of refinancing, with the
balance of $238,215 refunded to Carlyle/National City in 1994.  In
addition, the lender required an escrow account of $612,000 to be
established at the inception of the refinancing for certain specific future
tenant improvement costs at the property.  The escrowed funds are to be
released to the venture upon lender approval of such costs.  The lender
also required an escrow of the tenant improvement costs related to the
extension of the Baker & Hostetler lease.  The Venture was required to
escrow approximately $313,000 per year in 1994 through 1996 and to escrow
approximately $229,000 per year in 1997 and 1998.  As of December 31, 1996,
approximately $92,000 has been received from the tenant improvement escrow.

Additionally, in January 1997 approximately $820,000 was received from the
tenant improvement escrow.  As the Partnership has committed to a plan to
sell the property, the property has been classified as held for sale or
disposition as of December 31, 1996, and therefore, will no longer be
subject to continued depreciation.

     767 THIRD AVENUE OFFICE BUILDING

     Occupancy at the property is 96% at December 31, 1996.  During 1997,
expiration of tenant leases will be approximately 11%.  There is no
assurance that the expiring tenants can be retained.  The Partnership is
obligated to fund its share of the net cash flow deficits resulting from
costs associated with any leasing activity at the property.

     The 767 Third Avenue Venture has a loan which matures in May 1998 and
bears interest at 10%.  The venture is currently discussing obtaining
replacement financing to extend the term of the loan as well as reduce the
interest rate.  In conjunction with such discussions, the Partnership is
having preliminary discussions with the venture partner regarding a sale of
the Partnership's interest to the venture partner.  There can be no
assurance that any refinancing or sale will be finalized.

     As the Partnership has committed to a plan to sell the property, the
property has been classified as held for sale or disposition as of December
31, 1996, and therefore, will no longer be subject to continued
depreciation.





     824 MARKET STREET OFFICE BUILDING

     Competition had risen significantly for the 824 Market Street Venture
primarily due to new office building development in the area and the
contraction of tenants in the financial services industry, resulting in
lower effective rental rates.  In order to reduce debt service payments,
the venture negotiated with the first mortgage lender for a possible
modification to the mortgage note.  Such negotiations were unsuccessful and
the first mortgage lender realized upon its security in 1994.  As a result
of the disposition of the property, the Partnership recognized a gain in
1994 for financial reporting purposes and Federal income tax purposes of
$3,689,195 and $6,805,134, respectively, with no corresponding
distributable proceeds.

     RIVERFRONT OFFICE BUILDING

     The property had been operating at a deficit while the lender under
the four existing mortgage notes had accepted payments of partial debt
service.  In order to reduce debt service payments, the joint venture
initiated discussions with the lender to negotiate modifications to the
mortgage notes.  Effective November 1995, the joint venture entered into a
Loan Repayment Agreement with the existing lender.  The terms of the
agreement generally provide for a loan restructure that retroactively
reduces the interest rate payable on the loans and adjusts the terms of the
loans from their present maturity.  The loans (which previously accrued
interest at rates ranging from 10% to 14% per annum) accrue interest at 6%
per annum for the period January 1, 1993 through December 31, 1997.
Thereafter, the interest rate per annum shall be the greater of the rate
derived using the "Coverage Formula" (as defined) or 7% from January 1,
1998 to December 31, 1999; 8.25% from January 1, 2000 to December 31, 2002;
and 9% from January 1, 2003 to December 31, 2007.  In addition, as
participating interest and taking into account the annual interest payable
as set forth above, the lender is entitled to earn a minimum internal rate
of return ranging from 9% to 10.5% per annum calculated over the
restructured loan term and a Residual Amount (as defined) upon repayment.

     For financial reporting purposes, the principal amount of the loan and
accrued interest as of the effective date of the restructuring have been
classified as long-term debt.  In addition, notwithstanding the payments
specified above, interest accrues at the effective rate of approximately
9.7% based upon the future cash payments specified by the terms of the
Repayment Agreement.  This additional accrued interest is classified as
long-term debt.

     The loan restructure also requires that net cash flow after debt
service and capital be paid into an escrow account controlled by the lender
to be used for future operating shortfalls, principal payments and costs
associated with additional leasing as approved by the lender.  The
agreement further prohibits distributions of excess cash flow after full
funding of the escrow accounts.  Such excess funds are to be retained and
utilized prior to withdrawing escrow deposits for operating shortfalls,
principal payments and costs associated with additional leasing as approved
by the lender.

     In addition, the property operates under a ground lease and the joint
venture has not made the scheduled ground lease payments since February
1993.  The ground lessor is a general partner of the venture partner.  At
December 31, 1996, the total amount of ground lease payments in arrears is
approximately $684,000.  In this regard, as a condition of the loan
restructure discussed above, the ground lease was amended to provide for
the deferral of any and all ground lease payments since February 1993 until
the earlier of any future mortgage loan prepayment date (resulting from a
sale or refinancing of the property) or December 31, 2007.  Pursuant to
this amendment, such unpaid ground rent accrues at the lesser of (a)
interest at the amended loan terms or (b) 14% after repayment of the loan
(net of any management fees received by the lessor).  However, the loan
restructure also provides that if, during calendar year 1997, projections
of gross rental revenue approved by the lender during the year are not less




than $9 million per year for each of the next five calendar years, annual
payments of ground rent would resume, but at a reduced amount (as defined).

     As a result of the adoption of SFAS 121, the Partnership recorded a
provision for unrealizable venture partner deficit of $8,500,000 as a
result of the uncertainty of the Partnership recovering the deficit capital
account from future operations and ultimate sale of the property.  Such
provision was recorded in 1996 to reduce the venture partner's deficit
capital account to its then estimated recoverable amount.  In addition, no
additional venture losses have been allocated to the venture partner for
1996.  Riverfront is not considered a source of future liquidity to the
Partnership.  As the Partnership has committed to a plan to sell or dispose
of the property, the property has been classified as held for sale or
disposition as of December 31, 1996, and therefore, will no longer be
subject to continued depreciation.

     MALL OF MEMPHIS

     In March 1993, the venture finalized, in the form of a third mortgage
loan from the lender for its other mortgage loans, additional financing of
$7,600,000 for ten years at a rate of 10% per annum.  The Partnership's
share of the funding in 1993 was $4,719,095 (net of closing costs).  Of the
amount funded, the Partnership was required to deposit $1,000,000 in an
escrow account as security against any currently undiscovered environmental
issues.

     In August 1995, the Partnership purchased the venture partner's 36.94%
interest in Mall of Memphis and concurrently admitted the General Partner
of the Partnership to the venture with a .1% interest.  Accordingly, the
Partnership has accounted for its investment in Mall of Memphis as wholly-
owned as of August 1995.  The purchase price was approximately $5,500,000,
of which $500,000 (plus certain closing costs) was paid in cash at closing
with the balance represented by a $5,000,000 promissory note.  The purchase
price exceeded the venture partner's capital account balance for financial
reporting purposes by $9,402,453.  This difference was accounted for as
additional basis in the investment property for financial reporting
purposes.  Correspondingly, the venture partner's deficit in ventures was
reduced by $3,857,980.  Interest accrues on the unpaid balance of the
promissory note at a rate of 8.0% per annum from the acquisition date and
is payable June 1 of each year solely to the extent of  36.94% of the
venture's annual cash flow (as defined) for the preceding calendar year,
with any unpaid interest also accruing interest at 8.0% per annum. The note
is non-recourse and is secured only by the purchased venture partner's
interest.  However, the Partnership has guaranteed the venture partner
(seller), on a recourse basis, that the interest payment to be paid on June
1, 1996 shall be no less than $300,000 and that the interest payment to be
paid on June 1, 1997 shall be no less than $600,000 less the amount
actually paid by the Partnership on June 1, 1996.  Due to the increase in
vacancies and other property operating considerations, the Partnership did
not make the June 1996 guaranteed payment until December 1996.  Any amounts
required to be paid in excess of the interest accrued to date is applied to
the outstanding principal balance of the note.  The promissory note
requires repayment of principal and all accrued interest at maturity
(subject to reduction under certain circumstances related to the property's
market value) which is the earlier of August 2002 (lender has two five-year
options to extend) or upon sale of the property.  The venture partner has a
right of first opportunity (as defined) to purchase the property.

   In May 1994, an affiliate of the General Partners had assumed management
of the property. Such affiliate had agreed at such time to pay the former
manager (an affiliate of the venture partner) an annual fee of $50,000 as
compensation for the assumption of the management contract. In conjunction
with the August 1995 transfer of the venture partner's interest, the
venture partner's rights to this annual management contract assumption fee
were assigned to the Partnership and settled for $250,000 by such affiliate
(subject to ratable refund by the Partnership should the management
agreement be terminated prior to January 1, 2001).





     SCOTLAND YARD - PHASE I AND II APARTMENTS AND
     EL DORADO VIEW APARTMENTS

     In December 1990, the Partnership obtained replacement mortgage loans
from an institutional lender to retire the existing long-term mortgage
notes secured by the Scotland Yard - Phase I and II and El Dorado View
apartment complexes.  The loans provided for payment of contingent interest
equal to 35% of the amount by which gross receipts attributable to a
calendar year (all as defined) exceed a base amount.  For the fiscal years
ended 1996, 1995 and 1994, contingent interest was approximately $230,000,
$282,000 and $257,000, respectively.  In the event that these properties
were sold 90 days or earlier before the maturity date of the loan, the
lender was entitled to a prepayment penalty of 6% of the mortgage principal
and, in general, the higher of 65% of the sale proceeds or ten times the
highest contingent interest amount in any of the three full calendar years
preceding the sale (all as defined).  The lender was also entitled to
additional contingent interest if such prepayment penalty, as calculated
above, was less than certain internal rates of return (13.25%-14.00%) as
defined in the note.  The Partnership recorded an accrual for such
additional contingent interest of $4,239,104 as deferred accrued interest
included in the balance of such debt in the accompanying consolidated
financial statements at December 31, 1995.  The lender had the right (with
120 days prior notification) to call the remaining loans (at par) at any
time after January 1, 1996.

     Due to the rights of the lender as described above, the Partnership
had classified the loans, including accrued additional contingent interest,
(with an outstanding balance of $27,749,104) as current liabilities in the
accompanying consolidated balance sheet at December 31, 1995.  In addition,
the properties were classified as held for sale as of April 1, 1996, and
therefore, have not been subject to continued depreciation.

     On November 1, 1996, the Partnership sold the Scotland Yard Apartments
Phase I and II located in Houston, Texas for $23,200,000 (before closing
costs and prorations).  A major portion of the sale proceeds was utilized
to retire the mortgage loans totaling $18,815,000.  The Partnership
received approximately $3,787,000 in connection with the sale after all
fees and closing costs.  Of this amount, the lender received an additional
amount of approximately $2,329,000 as participation in the sale proceeds,
as required by the mortgage note, as discussed above.  Therefore, the
Partnership received a net amount of cash of approximately $1,458,000.  As
a result of the sale, the Partnership recognized a gain of $10,582,373 and
an extraordinary gain of $1,180,286, due to the retirement of deferred
accrued interest related to the mortgage note, for financial reporting
purposes.  In addition, the Partnership recognized a gain of $17,772,687
for Federal income tax purposes in 1996.

     On July 23, 1996, the Partnership sold the El Dorado View apartment
complex located in Houston, Texas for $6,600,000 (before closing costs and
prorations).  The property was sold together with another apartment
property which was owned by a partnership sponsored by an affiliate of the
Corporate General Partner.  A major portion of the sale proceeds was
utilized to retire the related underlying mortgage principal of $4,695,000.

The Partnership received approximately $1,752,000 in connection with the
sale after all fees and closing costs.  Of this amount, the lender received
an additional amount of approximately $1,051,000 as participation in the
sale proceeds as required by the mortgage note, as discussed above.
Therefore, the Partnership received a net amount of cash of approximately
$701,000.  As a result of the sale, the Partnership recognized a $2,698,346
gain for financial reporting and recognized a gain of $5,438,130 for
Federal income tax purposes in 1996.





     PAVILLION TOWERS, AURORA, COLORADO

     During April 1986, the Partnership sold its interest in Am-Car Real
Estate Partnership-I ("Am-Car") (which owned the Pavillion Towers office
complex located in Aurora, Colorado) to its venture partners for $1,000,000
in cash, promissory notes aggregating $3,750,000 and the venture partners'
assumption of the Partnership's share of the debt encumbering the property.

The two promissory notes of $3,000,000 and $750,000 bear interest at
various rates and were due in April 1996.  Beginning in 1991, the
Partnership has not received the scheduled interest payments of $15,000 on
the $750,000 note and the 1993 or 1994 scheduled interest payments of
$60,000 each on the $3,000,000 note.  The Partnership received a $200,000
settlement in 1996 with one of the makers of the $3,000,000 note.  The
other maker of this note remains obligated for the balance.  Although these
notes are secured by personal guarantees from principals of the venture
partner, collection of all past due and future amounts from these notes are
considered unlikely; however, the Partnership is evaluating all of its
legal options.  Due to the uncertainty of collection of all past due and
future amounts from these notes, a $527,774 reserve was established at
December 31, 1993, which was reduced to $327,774 in 1996 as a result of the
$200,000 receipt, to reduce the notes receivable balance to an amount not
to exceed the related deferred gain on sale.

     The sale was accounted for by the installment method whereby the gain
on sale of $3,057,695 (net of discount on the promissory notes receivable
of $1,682,305) was recognized as collections of principal were received.
Effective January 1, 1990, the Partnership adopted the cost recovery method
of accounting.  Accordingly, $200,000 of gain was recognized in 1996 and no
profit was recognized in 1995 or 1994.

     YERBA BUENA OFFICE BUILDING

     In June 1992, title to the Yerba Buena Office Building in San
Francisco, California was transferred to the lender by the joint venture (a
partnership comprised of the Partnership, two other limited partnerships
sponsored by the Partnership's Corporate General Partner and four
unaffiliated limited partners).  In return for a smooth transaction of
title and management of the property, the joint venture was able to
negotiate the right to share in future sales or refinancing proceeds, if
any, above certain specified levels.  In addition, the joint venture has a
right of first opportunity to purchase the property during the time frame
of June 1995 through May 1998 should the lender wish to market the property
for sale.  The joint venture has recently learned that the lender has sold
the property without having given the joint venture its right of first
opportunity to purchase it.  The joint venture is analyzing its legal
remedies for the lender's breach of its obligation.  There are no
assurances that the joint venture would recover any amounts in the event it
should pursue its legal remedies.





<TABLE>
LONG-TERM DEBT

    Long-term debt consisted of the following at December 31, 1996 and 1995:

<CAPTION>
                                                                              1996            1995
                                                                          -----------     -----------
<S>                                                                      <C>             <C>

9-1/2% mortgage note; secured by the Scotland Yard - Phase I
  apartment complex in Houston, Texas; payable in monthly
  installments of interest only until January 1, 1999
  (callable commencing January 1, 1996) when the remaining
  balance, including participation interest, is payable
  (retired upon sale in 1996) . . . . . . . . . . . . . . . . . . . .  $       --          10,800,673

10% first mortgage note; secured by the Mall of Memphis
  shopping center in Memphis, Tennessee; payable in monthly
  installments of principal and interest of $279,823 through
  January 1, 2018; additional interest payable equal to 20%
  of certain rents in excess of a specified level (approximately
  $27,000, $138,000 and $86,000 for 1996, 1995 and 1994,
  respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . .      29,465,209      29,855,127

14-1/2% second mortgage note; secured by the Mall of Memphis
  shopping center in Memphis, Tennessee; payable in monthly
  installments of principal and interest of $41,958 through
  January 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . .       3,306,066       3,328,389

10% third mortgage note; secured by the Mall of Memphis
  shopping center in Memphis, Tennessee; payable in monthly
  installments of principal and interest of $66,696 through
  April 1, 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,422,141       7,477,252

10% mortgage note; secured by the 767 Third Avenue
  office building in New York, New York; payable in monthly
  installments of interest only until May 12, 1999 when the
  remaining principal balance of $37,986,531 is payable;
  additional interest equal to 5% of certain rents in
  excess of a specified level is payable (no additional
  interest was due for 1996, 1995 and 1994) . . . . . . . . . . . . .      37,986,531      37,986,531

Promissory note payable to venture partner; unsecured;
  related to 767 Third Avenue; bearing interest
  at a rate equal to the prime rate (approximately
  8.25% and 8.5% on December 31, 1996 and December 31,
  1995, respectively) plus 2% payable in monthly
  installments of interest only until May 1998
  when the remaining balance is payable . . . . . . . . . . . . . . .       2,500,000       2,500,000





                                                                              1996            1995
                                                                          -----------     -----------

First mortgage note payable (effective January 1, 1994)
  secured by the Riverfront office building in Cambridge,
  Massachusetts; payable in monthly installments of interest
  only at rates ranging from 6% to 9% until December 31, 2007,
  or prepayment date, when the remaining balance, including the
  Minimum Return and Residual Amount (as defined), is payable;
  interest accrued at an effective rate of approximately
  9.7% commencing November 1995 . . . . . . . . . . . . . . . . . . .     44,895,706       42,828,144

9-1/2% mortgage note; secured by the El Dorado View
  apartment complex in Webster, Texas; payable in monthly
  installments of interest only until January 1, 1999
  (callable commencing January 1, 1996) when the
  remaining balance, including participation interest,
  is payable (retired upon sale in 1996). . . . . . . . . . . . . . .          --           5,424,309

9-1/2% mortgage note; secured by the Scotland Yard - Phase II
  apartment complex in Houston, Texas; payable in monthly
  installments of interest only until January 1, 1999
  (callable commencing January 1, 1996) when the remaining
  balance, including participation interest, is payable
  (retired upon sale in 1996) . . . . . . . . . . . . . . . . . . . .          --          11,524,122

8% promissory payable secured by the Partnership's purchased
  interest in the Mall of Memphis Associates; payable annually
  to the extent of Net Cash Flow (as defined); subject to certain
  minimum payments in 1996 and 1997;
  due August 8, 2002 (Lender has two five-year options to
  extend at the lesser of the outstanding balance of the
  loan or the Lenders Market Share (as defined)). . . . . . . . . . .       5,000,000       5,000,000
                                                                         ------------     -----------
          Total debt. . . . . . . . . . . . . . . . . . . . . . . . .     130,575,653     156,724,547
          Less current portion of long-term debt. . . . . . . . . . .            517,413   28,216,001
                                                                         ------------     -----------
          Total long-term debt. . . . . . . . . . . . . . . . . . . .    $130,058,240     128,508,546
                                                                         ============     ===========
</TABLE>




     Five year maturities of long-term debt are as follows:

                    1997. . . . . . . . . .     $   517,413
                    1998. . . . . . . . . .       3,072,891
                    1999. . . . . . . . . .      38,620,910
                    2000. . . . . . . . . .         702,538
                    2001. . . . . . . . . .         778,102
                                                ===========

     Long-Term Debt Modifications - General

     The Partnership has received mortgage note modifications on certain
properties.  Upon expiration of such modifications or scheduled maturity of
the loans, should the Partnership not seek or be unable to secure new or
additional modifications to the loans, based upon current and anticipated
future market conditions, the Partnership may not commit any significant
additional amounts to these properties.  This would likely result in the
Partnership no longer having an ownership (or security interest) in such
properties.  Such decisions will be made on a property-by-property basis
and could result in a gain for financial reporting and Federal income tax
purposes to the Partnership with no corresponding distributable proceeds.


PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits and
losses of the Partnership from operations are allocated 96% to the Limited
Partners and 4% to the General Partners.  Profits from the sale or other
disposition of investment properties are allocated first to the General
Partners in an amount equal to the greater of the amount distributable to
the General Partners from the proceeds of any such sale (as described
below) or 1% of the profits from the sale.  Losses from the sale or other
disposition of investment properties will be allocated 1% to the General
Partners.  The remaining sale profits and losses will be allocated to the
Limited Partners.

     The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event which would
cause the deficit balance in absolute amount in the capital account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the capital account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event.  In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.

     The General Partners are not required to make any capital contribu-
tions except under certain limited circumstances upon dissolution and
termination of the Partnership.  Distributions of "net cash receipts" of
the Partnership are allocated 90% to the Limited Partners and 10% to the
General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).

    The Partnership Agreement provides that the Limited Partners shall
receive 99% and the General Partners shall receive 1% of the sale or
refinancing proceeds of a real property (net after expenses and retained
working capital) until the Limited Partners (i) have received cash
distributions of sale or refinancing proceeds in an amount equal to the
Limited Partners' aggregate initial capital investment in the Partnership,
and (ii) have received cumulative cash distributions from the Partnership's
operations which when combined with sale or refinancing proceeds previously
distributed, equal to a 6% annual return on the Limited Partners' average
capital investment for each year (their initial capital investment as
reduced by sale or refinancing proceeds previously distributed) commencing




with the first fiscal quarter of 1983.  After such distributions, the
General Partners shall receive (to the extent not previously received)
proceeds up to 3% of the aggregate sales price of properties previously
sold by the Partnership with any remaining proceeds allocated 85% to the
Limited Partners and 15% General Partners.  The Limited Partners are not
expected to receive cash distributions of sale or refinancing proceeds in
an amount equal to their initial capital investment.  Therefore, no sale
proceeds would currently be distributable to the General Partners pursuant
to the distribution levels described above.

     Allocations among the partners in the accompanying accrual basis
consolidated financial statements have been made in accordance with the
provisions of the Partnership Agreement and the venture agreements.  The
allocation percentages may differ from year to year based on future events.

Differences may therefore result between allocations among the partners on
the GAAP basis and the tax basis.  Such differences would have no
significant effect on total assets, total partners' capital or net loss.


MANAGEMENT AGREEMENTS

     In May 1994, an affiliate of the General Partners assumed property
management and leasing services at the Mall of Memphis from an affiliate of
the venture partner.  Leasing commissions at the Mall of Memphis are
calculated at a rate, which approximates market, based on the terms of the
related lease.


LEASES - AS PROPERTY LESSOR

     At December 31, 1996, the Partnership's and its consolidated ventures'
principal assets are two office buildings and one enclosed shopping mall.
The Partnership has determined that all leases relating to these properties
are properly classified as operating leases; therefore, rental income is
reported when earned and the cost of each of the properties, excluding the
cost of land, is depreciated over their estimated useful lives.  Leases
with office building and shopping center tenants range in term from one to
twenty-four years and provide for fixed minimum rent and partial
reimbursement of operating costs.  In addition, leases with shopping center
tenants provide for additional rent based upon percentages of tenant sales
volumes.   With respect to the Partnership's shopping center investment, a
substantial portion of the ability of retail tenants to honor their leases
is dependent upon the retail economic sector.

     Cost of the leased assets net of accumulated depreciation are
summarized as follows at December 31, 1996:

               Shopping mall:
                 Cost . . . . . . . . . . . . .  $ 65,629,315
                 Accumulated depreciation . . .    23,002,534
                                                 ------------
                                                   42,626,781
                                                 ------------
               Office buildings:
                 Cost . . . . . . . . . . . . .   118,969,702
                 Accumulated depreciation . . .    52,867,548
                                                 ------------
                                                   66,102,154
                                                 ------------
               Total. . . . . . . . . . . . . .  $108,728,935
                                                 ============





     Minimum lease payments, including amounts representing executory costs
(e.g., taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
commercial operating lease agreements, are as follows:

               1997 . . . . . . . . . . . . . .    $18,159,155
               1998 . . . . . . . . . . . . . .     14,837,455
               1999 . . . . . . . . . . . . . .     12,636,599
               2000 . . . . . . . . . . . . . .     10,671,095
               2001 . . . . . . . . . . . . . .      8,896,600
               Thereafter . . . . . . . . . . .     29,891,664
                                                   -----------
               Total. . . . . . . . . . . . . .    $95,092,568
                                                   ===========

     Additional contingent rent (based on sales by property tenants)
included in consolidated rental income was as follows for the years ended
December 31, 1996, 1995 and 1994:

               1994 . . . . . . . . . . . . . .       $277,151
               1995 . . . . . . . . . . . . . .        354,677
               1996 . . . . . . . . . . . . . .        300,141
                                                      ========

LEASES - AS PROPERTY LESSEE

     The following lease agreement has been determined to be an operating
lease.

     The Riverfront venture owns a net leasehold interest which expires in
2061 (subject to a 19-year extension) in the land underlying the Cambridge,
Massachusetts office building.  The lease provides for annual rent equal to
the greater of 2% of gross income from the property or a minimum amount
(which increases on a fixed schedule from $132,700 at inception,to $298,575
for the years 2007 through 2080).  The joint venture has not made the
scheduled ground lease payments since February 1993.  At December 31, 1996,
the total amount of deferred and accrued ground lease expense is
approximately $684,000.  Reference is made to the Riverfront venture
agreement discussed above regarding the waiver of any and all scheduled
ground rent payments due under the lease since February 1993 in conjunction
with a loan restructure with the mortgage lender.

    Future minimum rental commitments under this lease are as follows:

                    1997. . . . . . . . . .     $   212,230
                    1998. . . . . . . . . .         212,230
                    1999. . . . . . . . . .         212,230
                    2000. . . . . . . . . .         212,230
                    2001. . . . . . . . . .         212,230
                    Thereafter. . . . . . .      17,682,275
                                                -----------

                    Total . . . . . . . . .     $18,743,425
                                                ===========


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, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments.  Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of and for the years ended December 31, 1996, 1995 and
1994 are as follows:





                                                         UNPAID AT
                                                        DECEMBER 31,
                            1996       1995      1994      1996
                          --------   --------  -------- ------------

Property management
 and leasing fees . . . . $289,483    344,158   381,810      --
Insurance commissions . .   27,639     34,756    32,821      --
Reimbursement (at cost)
 for accounting
 services . . . . . . . .    9,141    115,562   110,687      1,021
Reimbursement (at cost)
 for portfolio manage-
 ment services. . . . . .   24,234     27,279     8,230      5,659
Reimbursement (at cost)
 for legal services . . .    5,451      3,130     4,920      1,438
Reimbursement (at cost)
 for out-of-pocket
 salary and salary-
 related to the on-site
 and other costs for
 the Partnership and
 its investment
 properties . . . . . . .    --        77,031    58,118       --
                          --------    -------   -------      -----
                          $355,948    601,916   596,586      8,118
                          ========    =======   =======      =====

     The Corporate General Partner has deferred payment of partnership
management fees of $11,936.  In addition, distributions to the General
Partners of the first quarter 1991 net cash flow of the Partnership
aggregating $7,161 have been deferred.  The General Partners and their
affiliates have also deferred payment of the Partnership's share of
property management and leasing fees of approximately $171,000 for the
Partnership's unconsolidated venture, which is not included in the
consolidated financial statements.  These amounts do not bear interest and
may be paid in future periods.








<TABLE>                                                                                        SCHEDULE III
                                 CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURES
                             CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                               DECEMBER 31, 1996
<CAPTION>
                                  INITIAL COST TO                          GROSS AMOUNT AT WHICH CARRIED
                                  PARTNERSHIP (A)                              AT CLOSE OF PERIOD (B)
                           ---------------------------      COSTS    ----------------------------------------
                              LAND AND     BUILDINGS     CAPITALIZED     LAND AND     BUILDINGS
                              LEASEHOLD      AND        SUBSEQUENT TO   LEASEHOLD        AND
               ENCUMBRANCE    INTEREST    IMPROVEMENTS   ACQUISITION     INTEREST    IMPROVEMENTS   TOTAL (E)
               -----------   -----------  ------------ --------------   ----------   ------------ -----------
<S>          <C>            <C>          <C>          <C>              <C>          <C>          <C>
OFFICE
 BUILDINGS:
 New York,
  New York
  (767 Third
  Avenue)(D). .$40,486,531    10,252,897    59,515,887      9,911,989   10,252,898     69,427,875  79,680,773
 Cambridge,
  Massachu-
  setts (D) . . 44,895,706        (C)       27,114,515     12,174,414       (C)        39,288,929  39,288,929
SHOPPING
 MALL:
 Memphis,
  Tennessee . . 45,193,416     3,608,935    39,870,758     22,149,622    4,845,861     60,783,454  65,629,315
              ------------    ----------   -----------     ----------   ----------    ----------- -----------
    Total . . .$130,575,653   13,861,832   126,501,160     44,236,025   15,098,759    169,500,258 184,599,017
              ============    ==========   ===========     ==========   ==========    =========== ===========
</TABLE>




<TABLE>                                                                          SCHEDULE III - CONTINUED
                                 CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                            (A LIMITED PARTNERSHIP)
                                           AND CONSOLIDATED VENTURES

                             CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                               DECEMBER 31, 1996

<CAPTION>
                                                                                LIFE ON WHICH
                                                                                DEPRECIATION
                                                                                 IN LATEST
                                                                                STATEMENT OF        1996
                            ACCUMULATED             DATE OF        DATE          OPERATION      REAL ESTATE
                           DEPRECIATION(F)       CONSTRUCTION    ACQUIRED       IS COMPUTED        TAXES
                          ----------------       ------------   ----------    ---------------   -----------
<S>                      <C>                    <C>            <C>           <C>               <C>
OFFICE BUILDINGS:
 New York, New York
  (767 Third Avenue)
  (D) . . . . . . . . . .     $35,702,289            1981          9/30/81         5-30 years     2,021,004
 Cambridge, Massachusetts
  (D) . . . . . . . . . .      17,165,259            1983         10/22/81         5-30 years     1,183,626
SHOPPING MALL:
 Memphis,
  Tennessee (D) . . . . .      23,002,534            1981           8/3/81         5-30 years     1,604,006
                              -----------                                                         ---------

    Total . . . . . . . .     $75,870,082                                                         4,808,636
                              ===========                                                         =========
<FN>
------------------
        (A) The initial cost to the Partnership represents the original purchase price of the properties, including
amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
        (B) The aggregate cost of real estate owned at December 31, 1996 for Federal income tax purposes was
approximately $163,931,000.
        (C) Property operated under ground lease; see the Notes.
        (D) Properties owned and operated by joint ventures; see the Notes.
</TABLE>




<TABLE>                                                                       SCHEDULE III - CONTINUED
                                CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                            CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                              DECEMBER 31, 1996

(E)  Reconciliation of real estate owned:

<CAPTION>
                                                             1996            1995              1994
                                                         ------------    ------------     ------------
     <S>                                                <C>             <C>              <C>
     Balance at beginning of period . . . . . . . . .    $209,499,155     197,649,247      212,017,190
     Additions during period. . . . . . . . . . . . .       3,038,590      11,849,908        4,338,481
     Reductions during period . . . . . . . . . . . .     (27,938,728)          --         (18,706,424)
                                                         ------------    ------------     ------------

     Balance at end of period . . . . . . . . . . . .    $184,599,017     209,499,155      197,649,247
                                                         ============    ============     ============

(F)   Reconciliation of accumulated depreciation:

     Balance at beginning of period . . . . . . . . .    $ 81,997,627      75,428,110       72,509,329
     Depreciation expense . . . . . . . . . . . . . .       6,110,344       6,569,517        8,518,226
     Reductions during period . . . . . . . . . . . .     (12,237,889)          --          (5,599,445)
                                                         ------------    ------------     ------------

     Balance at end of period . . . . . . . . . . . .    $ 75,870,082      81,997,627       75,428,110
                                                         ============    ============     ============

</TABLE>




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     There were no changes of or disagreements with accountants during
fiscal years 1996 and 1995.


                               PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

     The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation.  Substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors, members of their families, and their affiliates.
JMB has responsibility for all aspects of the Partnership's operations,
subject to the requirement that sales of real property must be approved by
the Associate General Partner of the Partnership, ABPP Associates, L.P.
(formerly known as Realty Associates-XI, L.P.).  ABPP Associates, L.P., an
Illinois limited partnership with JMB as its sole general partner shall be
directed by a majority in interest of its limited partners (who are
generally officers, directors and affiliates of JMB or its affiliates) as
to whether to provide its approval of any sale of real property (or any
interest therein) of the Partnership.

     The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities.  Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services.  In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement.  The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates.  The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties.  Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.

     The names, positions held and length of service therein of each
director and executive and certain other officers of the Corporate General
Partner are as follows:





                                                            SERVED IN
     NAME                      OFFICE                      OFFICE SINCE
     ----                      ------                      ------------

     Judd D. Malkin            Chairman                    5/03/71
                               Director                    5/03/71
                               Chief Financial Officer     2/22/96
     Neil G. Bluhm             President                   5/03/71
                               Director                    5/03/71
     Burton E. Glazov          Director                    7/01/71
     Stuart C. Nathan          Executive Vice President    5/08/79
                               Director                    3/14/73
     A. Lee Sacks              Director                    5/09/88
     John G. Schreiber         Director                    3/14/73
     H. Rigel Barber           Executive Vice President    1/02/87
                               Chief Executive Officer     8/01/93
     Glenn E. Emig             Executive Vice President    1/01/93
                               Chief Operating Officer     1/01/95
     Gary Nickele              Executive Vice President    1/01/92
                               and General Counsel         2/27/84
     Gailen J. Hull            Senior Vice President       6/01/88
     Howard Kogen              Senior Vice President       1/02/86
                               Treasurer                   1/01/91

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 7, 1997.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 7,
1997.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the Corporate General Partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-XII ("Carlyle-
XII"), Carlyle Real Estate Limited Partnership-XIII ("Carlyle-XIII"),
Carlyle Real Estate Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real
Estate Limited Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited
Partnership-XVI ("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-
XVII ("Carlyle-XVII), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-
III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage Partners-IV"), Carlyle
Income Plus, Ltd. ("Carlyle Income Plus") and Carlyle Income Plus, Ltd.-II
("Carlyle Income Plus-II"), and the managing general partner of JMB Income
Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-V ("JMB
Income-V"), JMB Income Properties, Ltd.-VI ("JMB Income-VI"), JMB Income
Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties, Ltd.-X
("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"), JMB
Income Properties, Ltd.-XII ("JMB Income-XII") and JMB Income Properties,
Ltd.-XIII ("JMB Income-XIII").  JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships.  Most of
the foregoing officers and directors are also officers and/or directors of
various affiliated companies of JMB including Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P. ("Arvida")), Arvida/JMB
Managers-II, Inc. (the general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II")) and Income Growth Managers, Inc. (the Corporate General
Partner of IDS/JMB Balanced Income Growth, Ltd. ("IDS/BIG").  Most of such
directors and officers are also partners of certain partnerships which are
associate general partners in the following real estate limited
partnerships:  Carlyle-VII, Carlyle-IX, Carlyle-XII, Carlyle-XIII, Carlyle-
XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII,
JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage
Partners-III, Mortgage Partners-IV, Carlyle Income Plus, Carlyle Income
Plus-II and IDS/BIG.





     The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:

     Judd D. Malkin (age 59) is an individual general partner of JMB
Income-IV and JMB Income-V.  Mr. Malkin has been associated with JMB since
October, 1969.  Mr. Malkin is a director of Urban Shopping Centers, Inc.
("USC, Inc."), an affiliate of JMB that is a real estate investment trust
in the business of owning, managing and developing shopping centers.  He is
a Certified Public Accountant.

     Neil G. Bluhm (age 59) is an individual general partner of JMB Income-
IV and JMB Income-V.  Mr. Bluhm has been associated with JMB since August,
1970.  Mr. Bluhm is a director of USC, Inc.  He is a member of the Bar of
the State of Illinois and a Certified Public Accountant.

     Burton E. Glazov (age 58) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

     Stuart C. Nathan (age 55) has been associated with JMB since July,
1972.  Mr. Nathan is also a director of Sportmart, Inc., a retailer of
sporting goods.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

     John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990.  Mr. Schreiber is a director of USC, Inc.  Mr. Schreiber is
President of Schreiber Investments, Inc., a company which is engaged in the
real estate investment business.  He is also a senior advisor and partner
of Blackstone Real Estate Partners, an affiliate of the Blackstone Group,
L.P.  Since 1994, Mr. Schreiber has also served as a Trustee of Amli
Residential Property Trust, a publicly-traded real estate investment trust
that invests in multi-family properties.  He is also a director of USC,
Inc., as well as a director for a number of investment companies advised or
managed by T. Rowe Price Associates and its affiliates.  He holds a Masters
degree in Business Administration from Harvard University Graduate School
of Business.

     H. Rigel Barber (age 47) has been associated with JMB since March,
1982.  He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

     Glenn E. Emig (age 49) has been associated with JMB since December,
1979.  Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation.  He holds a Masters degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

     Gary Nickele (age 44) has been associated with JMB since February,
1984.  He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

     Gailen J. Hull (age 48) has been associated with JMB since March,
1982.  He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

     Howard Kogen (age 61) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.





ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses.  Reference is also made to the Notes for a
description of such transactions, distributions and allocations.  In 1996,
1995 and 1994, no cash distributions were paid to the General Partners.  In
1991, the General Partners deferred distributions of $7,161 and management
fees of $11,936.

     Urban Retail Properties, Co., an affiliate of the Corporate General
Partner, provided property management and leasing services at the Mall of
Memphis during 1996.  In 1996, such affiliate earned and received property
management and leasing fees amounting to $289,483.  As set forth in the
Prospectus of the Partnership, the Corporate General Partner must negotiate
such agreements on terms no less favorable to the Partnership than those
customarily charged for similar services in the relevant geographical area
(but in no event at rates greater than 5% of the gross income from a
property), and such agreements must be terminable by either party thereto,
without penalty, upon 60 days' notice.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1996
aggregating $27,639 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership.  Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

     The Corporate General Partner of the Partnership and their affiliates
may be reimbursed for their salaries, salary-related and direct expenses
relating to the administration of the Partnership and the acquisition and
operation of the Partnership's real property investments.  In 1996, the
Corporate General Partner of the Partnership was due reimbursement for such
expenses in the amount of $38,826.  Cumulative amounts unpaid at December
31, 1996 were $8,118.

     The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership.
The relationship of the Corporate General Partner to its affiliates is set
forth above in Item 10.





<TABLE>
<CAPTION>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  No person or group is known by the Partnership to own beneficially more than 5% of the outstanding Interests of the
Partnership.

     (b)  The Corporate General Partner, its officers and directors and the Associate General Partner own the following
Interests of the Partnership:

                                   NAME OF                             AMOUNT AND NATURE
                                  BENEFICIAL                              OF BENEFICIAL                           PERCENT
TITLE OF CLASS                      OWNER                                  OWNERSHIP                              OF CLASS
--------------                    ----------                           -----------------                          --------
<S>                               <C>                                  <C>                                        <C>
Limited Partnership
Interests                         JMB Realty Corporation               85 Interests directly                      Less than 1%

Limited Partnership
Interests                         Corporate General                    85 Interests directly                      Less than 1%
                                  Partner, its
                                  officers and
                                  directors and
                                  the Associate
                                  General Partner
                                  as a group

<FN>
     No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire beneficial ownership
of Interests of the Partnership.

     Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.

     (c)  There exists no arrangements, known to the Partnership, the operation of which may at a subsequent date result in a
change in control of the Partnership.


</TABLE>




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.


                                PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as part of this report:

        (1)  Financial Statements (See Index to Financial Statements filed
with this annual report).

        (2)       Exhibits.

             3-A.*The Prospectus of the Partnership dated May 8, 1981, as
supplemented on July 27, 1981, October 9, 1981, November 5, 1981, December
10, 1981, February 19, 1982 and April 23, 1982, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Form 10-K Report
for December 31, 1994 filed on March 27, 1995.

             3-B.*Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, which agreement is hereby
incorporated by reference to Exhibit 3-B to the Partnership's Form 10-K
Report for December 31, 1994 filed on March 27, 1995.

             4-A. Long-term debt modification relating to the 767 Third
Avenue Office Building in New York, New York is hereby incorporated by
reference to Exhibit 4-A to the Partnership's Report on Form 10-K (File No.
0-10494) for December 31, 1994 dated on March 27, 1995.

             4-B. Mortgage loan documents secured by the Mall of Memphis
in Memphis, Tennessee are hereby incorporated by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 2 to
Form S-11 (File No. 2-70724) dated May 8, 1981.

             4-C. First through third mortgage loan documents secured by
the Riverfront Office Building in Cambridge, Massachusetts are hereby
incorporated by reference to the Partnership's Registration Statement on
Post-Effective Amendment No. 3 to Form S-11 (File No. 2-70724) dated May 8,
1981.

             4-D.*Fourth mortgage loan document secured by the Riverfront
Office Building in Cambridge, Massachusetts is hereby incorporated by
reference to Exhibit 4-D to the Partnership's Report on Form 10-K for
December 31, 1994 dated on March 27, 1995.

             4-E. Deed of trust note document dated March 31, 1993
secured by the Mall of Memphis in Memphis, Tennessee is hereby incorporated
by reference to Exhibit 4-E to the Partnership's Report on Form 10-K for
December 31, 1994 dated on March 27, 1995.





             4-F. Loan repayment agreement related to the first through
fourth mortgage loan documents secured by the Riverfront Office Building in
Cambridge Massachusetts, is filed herewith.

             10-A.Acquisition documents relating to the purchase by the
Partnership of an interest in the 767 Third Avenue Office Building in New
York, New York are hereby incorporated by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 to Form S-11 (File
No. 2-70724) dated May 8, 1981.

             10-B.Acquisition Documents relating to the purchase by the
Partnership of an interest in the Mall of Memphis in Memphis, Tennessee are
hereby incorporated by reference to the Partnership's Registration
Statement on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-70724)
dated May 8, 1981.

             10-C.Acquisition documents relating to the purchase by the
Partnership of an interest in the Riverfront Office Building in Cambridge,
Massachusetts are hereby incorporated by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No. 2-70724) dated May 8, 1981.

             10-D.Amended and Restated Promissory Note, dated April 30,
1994 between Carlyle/National City Associates and New York Life Insurance
Company relating to the National City Center Office Building is hereby
incorporated by reference to the Partnership's report for June 30, 1994 on
Form 10-Q (File No. 0-10494) dated August 12, 1994.

             10-E.Acquisition documents relating to the purchase by the
Partnership of the venture partner's interest in the Mall of Memphis in
Memphis, Tennessee, incorporated by reference to the Partnership's report
for September 30, 1995 on Form 10-Q (File No. 0-10494) dated November 9,
1995.

             10-F.Purchase Agreement dated July 23, 1996 related to the
sale of El Dorado View Apartments in Houston, Texas, by and between Carlyle
Real Estate Limited Partnership - XI and Meridian Capital Corporation, is
hereby incorporated by reference to the Partnership's report for September
30, 1996 on Form 10-Q (File No. 0-10494) dated November 8, 1996.

             10-G.Purchase Agreement dated November 1, 1996 related to
the sale of Scotland Yard Apartments - Phase I and II in Houston, Texas, by
and between Carlyle Real Estate Limited Partnership-XI and FCS Realty, LLC,
is filed herewith.

             21.  List of Subsidiaries.

             24.  Powers of Attorney

             27.  Financial Data Schedule
             _____________

             *   Previously filed in Exhibits 3-A, 3-B and 4-D to the
Partnership's Report on Form 10-K for December 31, 1992 of the Securities
Exchange Act of 1934 (File No. 0-10494) filed on March 19, 1993.





     (b)  No Reports on Form 8K have been filed since the beginning of the
last quarter covered by this report.

     No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership.  An annual report will be sent to
the Partners subsequent to this filing.






                              SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                 CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI

                 By:    JMB Realty Corporation
                        Corporate General Partner


                        GAILEN J. HULL
                 By:    Gailen J. Hull
                        Senior Vice President
                 Date:  March 21, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                 By:    JMB Realty Corporation
                        Corporate General Partner

                        JUDD D. MALKIN*
                 By:    Judd D. Malkin, Chairman and
                        Chief Financial Officer
                 Date:  March 21, 1997

                        NEIL G. BLUHM*
                 By:    Neil G. Bluhm, President and Director
                 Date:  March 21, 1997

                        H. RIGEL BARBER*
                 By:    H. Rigel Barber, Chief Executive Officer
                 Date:  March 21, 1997

                        GLENN E. EMIG*
                 By:    Glenn E. Emig, Chief Operating Officer
                 Date:  March 21, 1997


                        GAILEN J. HULL
                 By:    Gailen J. Hull, Senior Vice President
                        Principal Accounting Officer
                 Date:  March 21, 1997

                        A. LEE SACKS*
                 By:    A. Lee Sacks, Director
                 Date:  March 21, 1997

                        STUART C. NATHAN*
                 By:    Stuart C. Nathan, Executive Vice President
                          and Director
                 Date:  March 21, 1997

                 *By:   GAILEN J. HULL, Pursuant to a Power of Attorney


                        GAILEN J. HULL
                 By:    Gailen J. Hull, Attorney-in-Fact
                 Date:  March 21, 1997




             CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI

                             EXHIBIT INDEX

                                               DOCUMENT
                                             INCORPORATED
                                             BY REFERENCE       PAGE
                                             ------------       ----
3-A.      The Prospectus of the
          Partnership dated May 8,
          1981                                    Yes

3-B.      Amended and Restated Agreement of
          Limited Partnership                     Yes

4-A.      Mortgage loan documents secured
          by the 767 Third Avenue
          Office Building                         Yes

4-B.      Mortgage loan documents secured
          by the Mall of Memphis                  Yes

4-C.      First through third mortgage
          loan documents secured by the
          Riverfront Office Building              Yes

4-D.      Fourth mortgage loan document
          secured by the Riverfront
          Office Building                         Yes

4-E.      Deed of trust note dated
          March 31, 1993 secured by the
          Mall of Memphis                         Yes

4-F.      Loan Repayment Agreement
          secured by the Riverfront
          Office Building                         No

10-A.     Acquisition documents related
          to the 767 Third Avenue
          Office Building                         Yes

10-B.     Acquisition documents related
          to the Mall of Memphis                  Yes

10-C.     Acquisition documents related
          to the Riverfront Office Building       Yes

10-D.     Amended and Restated Promissory
          Note, between Carlyle/National
          City Center Office Building             Yes

10-E.     Acquisition documents relating
          to the purchase by the Partnership
          of the venture partner's interest
          in the Mall of Memphis                  Yes

10-F.     Purchase Agreement related to
          the Sale of the El Dorado View
          Apartments                              Yes

10-G.     Purchase Agreement related to
          the sale of the Scotland Yard
          Apartments - Phase I and II             No

21.       List of Subsidiaries                    No

24.       Powers of Attorney                      No

27.       Financial Data Schedule                 No