CARLYLE REAL ESTATE LTD PARTNERSHIP IX, 10-K405, 1996-03-29

CARLYLE REAL ESTATE LTD PARTNERSHIP IX
10-K405, 1996-03-29
REAL ESTATE

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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, 1995 Commission file number 0-9484

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

Illinois 36-2875190
(State of organization)(I.R.S. Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois60611
(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 . . . . . . . . . . . 7

Item 4. Submission of Matters to a Vote
of Security Holders . . . . . . . . . . 7

PART II

Item 5. Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters . . . . . . . . 7

Item 6. Selected Financial Data . . . . . . . . 8

Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . 12

Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . 16

Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure. . . . . . . . . . 39

PART III

Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . 39

Item 11. Executive Compensation. . . . . . . . . 42

Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . 43

Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . 44

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . 44

SIGNATURES . . . . . . . . . . . . . . . . . . . . 45

PART I

ITEM 1. BUSINESS

All references herein to "Notes" are to Notes to Consolidated
Financial Statements contained in this report.

The registrant, Carlyle Real Estate Limited Partnership-IX (the
"Partnership") is a limited partnership formed in mid-1976 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 $50,000,000 in Limited Partnership
Interests (the "Interests") commencing on August 17, 1979 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-63958), which offering was increased by $5,000,000 by a
new Registration Statement (No. 2-66256). A total of 55,000 Interests were
sold to the public at $1,000 per Interest. A total of 42,454 Interests
were sold to the public in 1979; the remaining 12,546 Interests were sold
to the public in 1980. The offering closed February 29, 1980. 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 investment are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's remaining real
estate investment is located in the State of California 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, 2029. 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
marketplace in which the investment operates and real estate markets in
general are in a recovery mode. The Partnership currently expects to
conduct an orderly liquidation of the remaining property as quickly as
practicable and to wind up the affairs of the Partnership not later than
1999, barring any unforeseen economic developments. (Reference is also
made to Note 1.)

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

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1995,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (f) SIZE PURCHASECAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- ------------------------------ ---------------------
<S> <C> <C> <C> <C>
1. Summit Creek
Apartments
DeKalb County,
Georgia. . . . . 360 units 5-24-79 8-6-82 fee ownership of land and
improvements (through joint
venture partnership)
2. Fox Fire
Apartments
Houston, Texas . 260 units 5-9-79 3-21-91 fee ownership of land and
improvements (through joint
venture partnership)
3. Windscape
Apartments
Dallas, Texas. . 212 units 6-29-79 10-1-89 fee ownership of land and
improvements (through joint
venture partnership)
4. Beaver Mall
Beaver Dam,
Wisconsin. . . . 252,000 7-20-79 4-29-91 fee ownership of land and
sq.ft. (disposed) improvements (through joint
g.l.a. venture partnership)

5. Woodtrails
Apartments
San Antonio,
Texas. . . . . . 324 units 8-10-79 4-8-91 fee ownership of land and
improvements (through joint
venture partnership)
6. Cedars-Sinai
Medical Office
Complex
Los Angeles,
California . . . 331,000 12-27-79 20% fee ownership of im-
sq.ft. provements and ground
n.r.a. leasehold interest
in land (through joint
venture partnership)
(d)(e)(g)

7. White Marsh Mall
-Phase II
Baltimore County,
Maryland . . . . 100,000 12-26-79 1-31-93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership) (c)(d)
8. Garden Place
Apartments
Mesa, Arizona. . 286 units 12-12-79 7-31-91 fee ownership of land and
improvements (through joint
venture partnership)

9. Gateway Centre
Office Building
Dallas, Texas. . 196,000 12-10-79 12-26-86 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)

10. Sails Apartments
Harris County,
Texas . . . . . 324 units 10-18-79 11-26-84 fee ownership of land and
improvements (through joint
venture partnership)

11. Summit Ridge
Apartments
Charlotte,
North Carolina. 240 units 10-17-79 5-30-86 fee ownership of land and
improvements
12. Cinnamon Ridge
Apartments
Atlanta, Georgia 200 units 12-28-79 12-19-91 fee ownership of land and
improvements
13. Frontier Mall
Cheyenne, Wyoming 232,000 12-16-80 10-31-93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)(c)
14. Louisville
Apartments
Houston, Texas. 365 units 2-28-80 1-26-90 fee ownership of land and
improvements

15. Aspen Creek
Office Building
Casper, Wyoming 78,000 7-10-80 10-12-90 fee ownership of land and
sq.ft. (disposed) improvements
g.l.a.
16. Becker Village
Mall
Roanoke Rapids,
North Carolina. 300,000 8-22-80 6-19-87 fee ownership of improvements
sq.ft. and ground leasehold interest
g.l.a. in land (through joint venture
partnership)
17. Woods at Lake
Forest Apartments
Charlotte,
North Carolina. 88 units 9-30-80 7-11-86 fee ownership of land and
improvements

18. Berkshire Place
Apartments
Charlotte,
North Carolina. 240 units 12-30-80 9-21-90 fee ownership of land and
improvements (through joint
venture partnership)

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

(a) The computation of this percentage for the property held at
December 31, 1995 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 Note 4 and to Schedule III filed with this
annual report for the current outstanding principal balance and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investment.

(c) This property has been sold. Reference is made to Note 6 for a
description of the sales of certain real property investments.

(d) Reference is made to Note 3 for a description of the joint
venture partnership through which the Partnership has made this real
property investment.

(e) Reference is made to Note 7(b) for a description of the
leasehold interest, under a ground lease, in the land on which this real
property investment is situated.

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

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

</TABLE>

The Partnership's remaining real property investment is subject to
competition from similar types of properties in the vicinity in which it is
located. Such competition is for new tenants as well as for the retention
of existing tenants. Reference is made to Item 7 below for a discussion of
competitive conditions and future renovation and capital improvement plans
of the Partnership and of its investment property. Approximate occupancy
levels for the property are set forth in the table in Item 2 below to which
reference is made. The Partnership maintains the suitability and
competitiveness of its property in its market primarily on the basis of
effective rents, tenant allowances and service provided to tenants. In the
opinion of the Corporate General Partner of the Partnership, the investment
property held at December 31, 1995 is adequately insured. Although there
is earthquake insurance coverage for a portion of the value of the
Partnership's investment property, the Corporate General Partner does not
believe that such coverage for the entire replacement cost of the
investment property is available on economic terms.

Reference is made to Note 7(a) 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 remaining
property as of December 31, 1995.

The Partnership has no employees.

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

<TABLE>
ITEM 2. PROPERTIES

The Partnership owns, through a joint venture partnership, the property referred to under Item 1 above to
which reference is made for a description of said property.

The following is a listing of principal business or occupations carried on in and approximate occupancy
levels by quarter during fiscal years 1994 and 1995 for the Partnership's remaining investment property owned
during 1995:
<CAPTION>
1994 1995
--------------------------------------------------
At At At At At At At At
Principal Business3/31 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. Cedars-Sinai Medical
Office Complex
Los Angeles, California
East Tower. . . . Medical 99% 94% 92% 94% 95% 95% 98% 96%
West Tower. . . . Medical 89% 96% 96% 96% 96% 96% 94% 91%

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

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

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

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

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

There were no matters submitted to a vote of security holders during
fiscal years 1994 and 1995.

PART II

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

As of December 31, 1995, there were 5,644 record holders of Interests
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 other
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. 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. 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 distri-
butions made to the Limited Partners.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1995 1994 1993 1992 1991
------------ ------------ ----------- ------------------------
<S> <C> <C> <C> <C> <C>
Total income . . . . .$ 15,358,766 15,051,049 16,299,948 22,332,130 24,404,762
============ ============ =========== ========================

Operating earnings
(loss). . . . . . . .$ 108,504 233,173 868,554 1,893,633 2,140,142
Partnership's share
of operations of uncon-
solidated venture . . -- -- 200,421 157,431 132,794
Venture partners' share
of ventures' operations (6,799) (137,731) (272,175) (858,639) (615,172)
------------ ------------ ----------- ------------------------
Net operating earnings
(loss). . . . . . . . 101,705 95,442 796,800 1,192,425 1,657,764
Gain on sale or dis-
position of investment
properties, net of
venture partners' share -- -- 9,556,048 2,234,207 9,229,569
------------ ------------ ----------- ------------------------
Net earnings before
extraordinary items . 101,705 95,442 10,352,848 3,426,632 10,887,333
Extraordinary items. . -- -- -- -- 1,544,466
------------ ------------ ----------- ------------------------
Net earnings (loss). .$ 101,705 95,442 10,352,848 3,426,632 12,431,799
============ ============ =========== ========================
Net earnings per
Interest (b):
Net operating
earnings (loss). .$ 1.78 1.67 13.91 20.81 28.97
Gain on sale or
disposition of
investment
properties, net
of venture
partners' share. . -- -- 171.99 40.21 166.08
Extraordinary items -- -- -- -- 27.80
------------ ------------ ----------- ------------------------
$ 1.78 1.67 185.90 61.02 222.85
============ ============ =========== ========================

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

YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991 - CONTINUED

1995 1994 1993 1992 1991
------------ ------------ ----------- ------------------------

Total assets . . . . .$ 57,579,352 58,606,658 66,722,753 83,255,136 83,717,671
Long-term debt . . . .$ -- 82,670,202 83,483,761 96,602,945 97,373,504
Cash distributions per
Interest (c). . . . .$ -- 95.00 225.00 61.00 256.00
============ ============ =========== ========================

<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 (55,005).

(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 (or loss) from the Partnership in each
year is equal to his allocable share of the taxable income (or loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners from
the inception of the Partnership through December 31, 1995 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, 1995

Property
- --------

Cedars-Sinai
Medical Office
Complex a) The net rentable 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>

1991. . . . . 98% $41.48
1992. . . . . 94% 43.11
1993. . . . . 94% 40.63
1994. . . . . 95% 38.60
1995. . . . . 94% 40.70
<FN>

(1) Includes east and west towers.
(2) Average base rent per square foot is based on NRA occupied
as of December 31 of each year (rate is a weighted average
of east and west towers).
(3) Base rent (as defined) consists of fixed minimum rent and
partial reimbursement of operating costs.
</TABLE>
<TABLE>
<CAPTION>
Base RentScheduled LeaseLease
b) Significant Tenants Square FeetPer AnnumExpiration DateRenewal Option(s)
------------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
None - no single tenant
represents more than 10%
of the net rentable
area of property.
</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Cedars-Sinai Medical Office Complex:

Annualized Percent of
Number of Approx. Total Base Rent Total 1995
Year Ending Expiring NRA of Expiringof Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- -------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>

1996 29 68,164 $2,805,393 22.29%
1997 23 33,386 1,426,019 11.33%
1998 26 49,367 1,935,877 15.38%
1999 34 89,857 3,351,967 26.64%
2000 14 37,211 1,322,566 10.51%
2001 2 2,106 83,384 .66%
2002 4 12,558 498,926 3.96%
2003 2 9,555 384,466 3.06%
2004 1 8,131 278,893 2.22%
2005 -- -- -- --
<FN>
(1) Excludes leases that expire in 1996 for which
renewal leases or leases with replacement tenants
have been executed as of March 25, 1996.

</TABLE>

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

LIQUIDITY AND CAPITAL RESOURCES

Due to the factors set forth below there is a substantial likelihood
that the Partnership will wind up its affairs in 1996 and cease to continue
as a going concern. However, there can be no assurance that this will
occur.

On August 17, 1979, the Partnership commenced an offering of
$55,000,000 pursuant to Registration Statements on Form S-11 under the
Securities Act of 1933. All Interests were subscribed and issued between
August 17, 1979 and February 29, 1980 pursuant to the public offering from
which the Partnership received gross proceeds of $55,000,000.

After deducting selling expenses and other offering costs, the
Partnership had approximately $49,700,000 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 for working capital. A portion of such proceeds was
utilized to acquire the properties described in Item 1 above.

At December 31, 1995, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $4,314,000. Such funds are
available for distributions to partners and for working capital
requirements including the Partnership's share of capital improvements at
the Cedars-Sinai Medical Office Complex, the Partnership's remaining
investment property. The Partnership and its consolidated venture have
currently budgeted in 1996 approximately $562,000 for tenant improvements
and other capital expenditures. The Partnerships' share of such items is
budgeted to be approximately $281,000. Actual amounts expended in 1996 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. The sources of capital for such
items and for short-term liquidity is the Partnership's current working
capital. Long-term future liquidity and distributions are expected to be
from the sale of the Partnership's investment property. As discussed
below, the Partnership does not consider the operations of the Cedars-Sinai
office building (the last property owned by the Partnership) to be a
significant source of short-term liquidity. In December 1995, the venture
obtained a non-binding letter of intent to sell the Cedars-Sinai office
building to an unaffiliated prospective buyer. The agreement is subject to
certain conditions including the waiver by the Partnership's unaffiliated
venture partner to exercise its right of first opportunity to acquire the
Partnership's interest in the Cedars-Sinai office building (per the Cedars-
Sinai venture agreement). In January, 1996, the Partnership gave notice to
its venture partner of the letter of intent with the unaffiliated third
party. That notice triggered a 30-day election period whereby the venture
partner has the right to exercise or waive its right of first opportunity.
Pursuant to the venture agreement, if the venture partner elects to
exercise its right of first opportunity, the venture partner would then
have 120 days after making such election to close such sale. The purchase
price of the Partnership's interest would be such as would produce for the
Partnership the same consideration as the sale to the unaffiliated third
party. If the venture partner fails to close such a sale in the 120 days,
the right of first opportunity will be permanently lost. In February, 1996
the venture partner gave notice to the Partnership by which it purported to
exercise its right of first opportunity subject to certain terms and
conditions. The Partnership believes that the venture partner does not
have the right to attach any conditions to the exercise of such right. The
Partnership is currently in dispute with the venture partner regarding this
issue and is considering its alternatives, including legal recourse.
Assuming that the joint venture partner will not waive such conditions, the
Partnership is continuing to attempt to complete a sale of the property to
the unaffiliated third party, but the third party has to date indicated an
unwillingness to participate in further discussions until the matter with

the joint venture partner is resolved. Therefore, based upon the terms set
forth in the notice given by the Partnership to the joint venture partner,
there can be no assurance that the Partnership will be able to arrange such
a sale. In January 1996, the venture obtained a short-term extension of
the mortgage loan's maturity, originally scheduled to mature on January 14,
1996, to September 30, 1996. The interest rate of the extended loan was
adjusted from 9.11% to 10% per annum and the monthly payments of
approximately $725,000 are based on a 360 month amortization with the
remaining principal balance due at maturity. As the Cedar-Sinai property
is the Partnership's last investment property, upon sale or disposition of
such investment, the Partnership would then proceed to terminate its
affairs. The Partnership's and its venture's mortgage obligation is a
separate non-recourse loan secured individually by the investment property
and is not an obligation of the Partnership and the Partnership and its
venture are not personally liable for the payment of the mortgage
indebtedness.

If the venture is unable to sell the property by the maturity of the
mortgage loan (September 30, 1996), the venture will attempt to negotiate a
further extension of the maturity of the mortgage loan. There can be no
assurance that such an extension could be obtained. If the venture is
unable to arrange a sale of the property or an additional extension of the
mortgage loan, the lender could realize upon its security and take title to
the property. This would result in the Partnership no longer having an
ownership interest in such property and result in a gain for financial
reporting and Federal income tax purposes to the Partnership with no
corresponding distributable proceeds.

The East and West Towers of the Cedars-Sinai Medical Office Complex in
Los Angeles, California are occupied 96% and 91%, respectively. In 1996
and 1997, expiration of tenant leases for the entire property will be
approximately 22% and 11%, respectively. There can be no assurance that
all of the expiring tenant space will be renewed. In addition, due to a
competitive office market in which the property is located, it is possible
that significant costs (a portion of which have been budgeted as described
above) will be required to re-lease such space. Such factors are expected
to cause the property to operate at close to a break-even level for such
years. In anticipation of such future costs, all current cash flow of the
property is being reserved by the Cedars-Sinai venture rather than
distributed to the Partnership or the venture partner.

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.

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 is currently expected to operate at
approximately break-even cash flow in the aggregate, in the near term, due
to the large number of lease expirations at the Cedars-Sinai Medical Office
Complex, as described above. As a result, the Partnership suspended
operating distributions beginning the first quarter of 1993. By conserving
working capital, the Partnership will be in a better position to meet its
future needs since the availability of satisfactory outside sources of
capital may be limited given the portfolio's current debt levels. As
previously reported, due to these factors, the Partnership has held certain
of the properties longer than originally anticipated in an effort to
maximize the return to the Limited Partners. However, after reviewing the
remaining property and the marketplace in which it operates, the General
Partners of the Partnership expect to be able to conduct an orderly
liquidation of the remaining asset as quickly as practicable. Therefore,
the affairs of the Partnership are expected to be wound up no later than
1999 (sooner if the property is sold or disposed of in the nearer term),
barring unforeseen economic developments.

RESULTS OF OPERATIONS

The decrease in interest, rents and other receivables at December 31,
1995 as compared to December 31, 1994 is primarily due to the timing of
receipt of rental income at the Cedars-Sinai Medical Office Complex.

The decrease in deferred expenses at December 31, 1995 as compared to
December 31, 1994 is primarily due to amortization of such deferred items.
This decrease is partially offset by capitalization of approximately
$163,000 of deferred leasing costs of the Cedars-Sinai Medical Office
Complex.

The increase in current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at December
31, 1995 as compared to December 31, 1994 is primarily due to the entire
balance of the mortgage loan secured by the Cedars-Sinai Medical Office
Complex, which matures in September 1996 (as extended, see Note 3), being
classified as a current liability at December 31, 1995.

The decrease in accounts payable at December 31, 1995 as compared to
December 31, 1994 is primarily due to the timing of payment of certain
property operating expenses at the Cedars-Sinai Medical Office Complex.

The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses, professional services and
venture partners' share of ventures' operations for the year ended December
31, 1994 as compared to the year ended December 31, 1993 are primarily due
to the sale of the Partnership's interests in the White Marsh II venture in
January 1993. Reference is made to Note 6(a). Additionally, the 1994
decrease in rental income is also due to reduced effective rental rates
achieved on new leases at the Cedars-Sinai Medical Office Complex. The
decrease in property operating expenses is also due to lower land rental
expenses at Cedars-Sinai (see Note 7(b)). Decreases in amortization of
deferred expenses resulting from the 1993 sale of the Partnership's
interests in the White Marsh II venture are offset by an increase in
amortization of deferred expenses related to capitalized leasing
expenditures in 1994 (reflected in deferred expenses) at the Cedars-Sinai
Medical Office Complex.

The decrease in interest income for the year ended December 31, 1994
as compared to December 31, 1993 is primarily due to a decrease in the
average balance of short-term investments resulting from the distribution
of sale proceeds and payment of deferred disposition fees, in 1994, as
discussed in Note 8.

The increase in other income for the year ended December 31, 1995 as
compared to the year ended December 31, 1994 is due to the reversal of an
accrued tax liability.

The increase in depreciation for the year ended December 31, 1995 as
compared to the year ended December 31, 1994 is primarily due to the
capitalization and corresponding depreciation of tenant improvements in
1994 and 1995.

The increase in property operating expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to an increase in the land rental participation expense (see
Note 7(b)).

The decrease in Partnership's share of operations of unconsolidated
venture for the year ended December 31, 1994 as compared to the year ended
December 31, 1993 is due to the sale of the Partnership's interest in the
Frontier Mall venture in October 1993. Reference is made to Note 6(b).

The decrease in venture partners' share of ventures' operations for
the year ended December 31, 1995 as compared to the year ended December 31,
1994 is primarily due to the venture partner's share of the increased
depreciation as discussed above.

The gain on sale or disposition of investment properties for 1993 is
the result of gains of $5,929,220 and $3,626,828, related to the January
1993 sale of the Partnership's interest in the White Marsh II Venture and
the October 1993 sale of the Partnership's interest in the Frontier Mall
Venture, respectively. Reference is made to Notes 6(a) and 6(b),
respectively.

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 remaining property have escalation clauses covering increases
in the cost of operating and maintaining the property as well as real
estate taxes. Therefore, there should be little effect on operating
earnings if the property remains substantially occupied.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

AND CONSOLIDATED VENTURES

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1995 and 1994

Consolidated Statements of Operations, years ended
December 31, 1995, 1994 and 1993

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1995, 1994 and 1993

Consolidated Statements of Cash Flows, years ended December 31,
1995, 1994 and 1993

Notes to Consolidated Financial Statements

SCHEDULE
--------

Consolidated Real Estate and Accumulated DepreciationIII

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 consolidated financial statements or related notes.

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX:

We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership-IX (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-IX and consolidated ventures at
December 31, 1995 and 1994, and the results of their operations and their
cash flows for each of the years in the three-year period ended December
31, 1995, 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.

The accompanying consolidated financial statements have been prepared
assuming that the Partnership will continue as a going concern. As
discussed in Notes 3 and 4 of the consolidated financial statements, the
Partnership obtained a non-binding letter of intent to sell its remaining
investment property. In addition, the mortgage loan matures September 30,
1996. This may result in the Partnership no longer having an ownership
interest in the property. These circumstances raise substantial doubt
about the Partnership's ability to retain its ownership in the property and
continue as a going concern. The General Partners' plans in regard to this
matter are described in Note 3. The accompanying consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 25, 1996

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

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1995 AND 1994

ASSETS
------
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . $ 4,313,536 4,491,635
Interest, rents and other receivables. . . . . . . . . . . 101,935 218,143
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . 44,243 42,585
------------ -----------

Total current assets . . . . . . . . . . . . . . . 4,459,714 4,752,363
------------ -----------

Investment property, at cost (notes 2, 3 and 4) - Schedule III:
Buildings and improvements . . . . . . . . . . . . . . . . 34,595,424 34,561,700

Less accumulated depreciation. . . . . . . . . . . . . . . 17,174,158 16,651,251
------------ -----------

Total investment property, net of accumulated depreciation17,421,266 17,910,449
------------ -----------

Deferred expenses (note 1) . . . . . . . . . . . . . . . . . 1,621,817 2,012,005
Venture partner's deficit in venture (note 3). . . . . . . . 33,925,042 33,931,841
Accrued rents receivable (note 1). . . . . . . . . . . . . . 151,513 --
------------ -----------

$ 57,579,352 58,606,658
============ ===========

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

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

1995 1994
------------ -----------
Current liabilities:
Current portion of long-term debt (note 4) . . . . . . . . $ 82,670,202 813,559
Accounts payable . . . . . . . . . . . . . . . . . . . . . 543,989 814,444
Unearned rents . . . . . . . . . . . . . . . . . . . . . . 86,725 68,458
Accrued interest . . . . . . . . . . . . . . . . . . . . . 418,403 422,521
------------ -----------
Total current liabilities. . . . . . . . . . . . . 83,719,319 2,118,982

Tenant security deposits . . . . . . . . . . . . . . . . . . 533,810 592,956
Long-term debt, less current portion (note 4). . . . . . . . -- 82,670,202
------------ -----------
Commitments and contingencies (notes 3, 4 and 7)

Total liabilities. . . . . . . . . . . . . . . . . 84,253,129 85,382,140

Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses . . . . . . . . . . . . . . . . . (2,252,665) (2,256,733)
Cumulative cash distributions . . . . . . . . . . . . . (897,441) (897,441)
------------ -----------
(3,149,106) (3,153,174)
------------ -----------
Limited partners (55,005 interests):
Capital contributions, net of offering costs. . . . . . 49,689,766 49,689,766
Cumulative net earnings . . . . . . . . . . . . . . . . 9,040,534 8,942,897
Cumulative cash distributions . . . . . . . . . . . . . (82,254,971) (82,254,971)
------------ -----------
(23,524,671) (23,622,308)
------------ -----------
Total partners' capital accounts (deficits). . . . (26,673,777) (26,775,482)
------------ -----------
$ 57,579,352 58,606,658
============ ===========

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

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

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . $ 15,063,181 14,818,895 15,779,422
Interest income. . . . . . . . . . . . . . 253,538 232,154 520,526
Other income . . . . . . . . . . . . . . . 42,047 -- --
------------ ------------ ------------
15,358,766 15,051,049 16,299,948
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . 7,567,840 7,644,620 7,837,960
Depreciation . . . . . . . . . . . . . . . 1,376,780 1,095,808 1,119,389
Property operating expenses. . . . . . . . 5,657,897 5,298,982 5,747,427
Professional services. . . . . . . . . . . 33,842 102,283 126,075
Amortization of deferred expenses. . . . . 552,725 575,571 512,983
General and administrative . . . . . . . . 61,178 100,612 87,560
------------ ------------ ------------
15,250,262 14,817,876 15,431,394
------------ ------------ ------------
Operating earnings (loss). . . . . 108,504 233,173 868,554
Partnership's share of operations
of unconsolidated venture. . . . . . . . . -- -- 200,421
Venture partners' share of ventures'
operations (note 3). . . . . . . . . . . . (6,799) (137,731) (272,175)
------------ ------------ ------------
Net operating earnings (loss). . . . 101,705 95,442 796,800
Gain on sale or disposition of
investment properties. . . . . . . . . . . -- -- 9,556,048
------------ ------------ ------------
Net earnings (loss). . . . . . . . . $ 101,705 95,442 10,352,848
============ ============ ============

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1995 1994 1993
------------ ------------ ------------
Net earnings per limited
partnership interest
(notes 1 and 5):
Net operating earnings . . . . . $ 1.78 1.67 13.91
Gain on sale or disposition
of investment properties . . . -- -- 171.99
------------ ------------ ------------
Net earnings . . . . . . . . . . . . $ 1.78 1.67 185.90
============ ============ ============

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

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (55,005 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
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,
1992. . . . $1,000(2,387,983) (681,832) (3,068,815) 49,689,766(1,374,143)(64,653,371)(16,337,748)

Net earnings
(note 5). . -- 127,432 -- 127,432 -- 10,225,416 -- 10,225,416
Cash distribu-
tions ($225.00
per limited
partnership
interest) . -- -- (183,349) (183,349) -- -- (12,376,125)(12,376,125)
------ ---------- -------- ---------- ---------- --------- ----------------------
Balance
(deficit)
December 31,
1993. . . .1,000 (2,260,551) (865,181) (3,124,732) 49,689,766 8,851,273 (77,029,496)(18,488,457)

Net earnings
(note 5). . -- 3,818 -- 3,818 -- 91,624 -- 91,624
Cash distribu-
tions ($95.00
per limited
partnership
interest) . -- -- (32,260) (32,260) -- -- (5,225,475)(5,225,475)
------ ---------- -------- ---------- ---------- --------- ----------------------

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED

GENERAL PARTNERS LIMITED PARTNERS (55,005 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
----------------- ------------- ----------- ----------------------------------------------

Balance
(deficit)
December 31,
1994. . . .1,000 (2,256,733) (897,441) (3,153,174) 49,689,766 8,942,897 (82,254,971)(23,622,308)

Net earnings
(note 5). . -- 4,068 -- 4,068 -- 97,637 -- 97,637
Cash distribu-
tions . . . -- -- -- -- -- -- -- --
------ ---------- -------- ---------- ---------- --------- ----------------------
Balance
(deficit)
December 31,
1995. . . .$1,000(2,252,665) (897,441) (3,149,106) 49,689,766 9,040,534 (82,254,971)(23,524,671)
====== ========== ======== ========== ========== ========= ======================

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flow from operating activities:
Net earnings (loss). . . . . . . . . . . . . $ 101,705 95,442 10,352,848
Items not requiring (providing) cash:
Depreciation . . . . . . . . . . . . . . . 1,376,780 1,095,808 1,119,389
Amortization of deferred expenses. . . . . 552,725 575,571 512,983
Partnership's share of operations of
unconsolidated venture . . . . . . . . . -- -- (200,421)
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . 6,799 137,731 272,175
Gain on sale or disposition of investment
properties . . . . . . . . . . . . . . . -- -- (9,556,048)
Change in:
Interest, rents and other receivables. . . 116,208 92,299 82,467
Prepaid expenses . . . . . . . . . . . . . (1,658) 241 1,821
Accrued rents receivable . . . . . . . . . (151,513) -- --
Accounts payable . . . . . . . . . . . . . (270,455) 256,631 (319,248)
Unearned rents . . . . . . . . . . . . . . 18,267 (198,460) --
Accrued interest payable . . . . . . . . . (4,118) 2,080 (3,387)
Tenant security deposits . . . . . . . . . (59,146) 42,993 (2,130)
----------- ----------- -----------
Net cash provided by
operating activities . . . . . . . . 1,685,594 2,100,336 2,260,449
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term
investments. . . . . . . . . . . . . . . . -- 10,515,661 368,219
Additions to investment property . . . . . . (887,597) (2,009,308) (622,832)
Proceeds from sale of investment properties,
net of selling expenses. . . . . . . . . . -- -- 9,021,518
Payment of property disposition fees . . . . -- (2,314,071) --
Payment of deferred expenses . . . . . . . . (162,537) (433,584) (209,930)
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . (1,050,134) 5,758,698 8,556,975
----------- ----------- -----------

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994 1993
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . (813,559) (742,975) (686,269)
Distributions to venture partners. . . . . . -- -- (280,267)
Distributions to limited partners. . . . . . -- (5,225,475) (12,376,125)
Distributions to general partners. . . . . . -- (32,260) (183,349)
----------- ----------- -----------
Net cash used in financing
activities . . . . . . . . . . . . . (813,559) (6,000,710) (13,526,010)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . (178,099) 1,858,324 (2,708,586)
Cash and cash equivalents at
beginning of year. . . . . . . . . . 4,491,635 2,633,311 5,341,897
----------- ----------- -----------
Cash and cash equivalents at
end of year. . . . . . . . . . . . . $ 4,313,536 4,491,635 2,633,311
=========== =========== ===========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . . . $ 7,571,958 7,642,540 7,841,347
=========== =========== ===========
Non-cash investing and financing activities:
Total sales price, net of prorations
and selling expenses . . . . . . . . . . . $ -- -- 20,871,672
Underlying mortgage loan assumed
by buyer . . . . . . . . . . . . . . . . . -- -- (12,460,499)
Property disposition fees. . . . . . . . . . -- -- 610,345
----------- ----------- -----------
Cash sales proceeds from sale
of investment properties, net of
prorations and selling expenses. . . $ -- -- 9,021,518
=========== =========== ===========
Non-cash retirements of fully
depreciated fixed assets . . . . . . $ 853,873 311,477 290,430
=========== =========== ===========

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1994 AND 1993

(1) OPERATIONS AND BASIS OF ACCOUNTING

The Partnership holds through a joint venture an equity investment in
commercial real estate in the State of California. Business activities
consist of rentals to a wide variety of tenants, and the ultimate sale or
disposition of such real estate. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment and wind up its
affairs not later than December 31, 1999.

The accompanying consolidated financial statements include the
accounts of the Partnership and its ventures, Wright-Carlyle Partners
("Wright-Carlyle") and White Marsh Phase II Associates ("White Marsh II")
(prior to its sale in January 1993, see note 6(a)). The effect of all
transactions between the Partnership and the 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 Frontier Associates ("Carlyle/Frontier"). Accordingly,
the accompanying consolidated financial statements do not include the
accounts of Carlyle/Frontier and Carlyle/Frontier's venture, Frontier Mall
Associates (sold in 1993, see note 6(b)).

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, 1995 and 1994 is summarized as follows:

<TABLE>
<CAPTION>
1995 1994
-------------------------------------------------------------
TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . $ 57,579,352 8,183,991 58,606,658 8,128,381
Partners' capital accounts
(deficit) (note 5):
General partners . . . . . . (3,149,106) (2,364,834) (3,153,174) (2,568,906)
Limited partners . . . . . . (23,524,671) (20,456,948) (23,622,308) (20,458,448)
Net earnings (loss) (note 5):
General partners . . . . . . 4,068 204,072 3,818 257,816
Limited partners . . . . . . 97,637 1,500 91,624 (2,074,568)
Net earnings (loss)
per limited partner-
ship interest . . . . . . . . 1.78 .03 1.67 (37.72)
============ =========== ============ ===========

</TABLE>

The net earnings (loss) per limited partnership interest ("Interest")
is based upon the limited partnership interests outstanding at the end of
each period (55,005). Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and 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. Partner-
ship 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
($2,790,820 and 1,918,398 at December 31, 1995 and 1994, respectively) as
cash equivalents with any remaining amounts (generally with original
maturities at one year or less) reflected as short-term investments being
held to maturity.

Deferred expenses consist primarily of loan commitment fees and
leasing commissions and related costs. Deferred loan fees are amortized
using the straight-line method over the terms stipulated in the related
agreements. Deferred leasing commissions and related costs are amortized
over the terms of the related tenant lease agreements.

Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent was due and/or increases in
minimum lease payments over the term of the lease, rental income is accrued
for the full period of occupancy on a straight-line basis.

Certain amounts in the 1994 and 1993 Consolidated Financial Statements
have been reclassified to conform with the 1995 presentation.

Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires all
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 debt secured by the Partnership's Cedars-Sinai investment
property was scheduled to mature in January, 1996 and has subsequently been
extended on a short-term basis to September 30, 1996. Accordingly, such
debt has been classified by the Partnership as a current liability and the
disclosure of a SFAS 107 value is impracticable (see note 4). The
Partnership has no other significant financial instruments.

No provision for state or Federal 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 taxing authorities
amounts representing withholding from distributions paid to partners.

(2) INVESTMENT PROPERTIES

The Partnership has acquired, either directly or through joint
ventures (note 3), eleven apartment complexes, four shopping centers, one
medical office complex and two office buildings. Seventeen properties have
been sold or disposed of by the Partnership. The remaining property owned
as of December 31, 1995 was operating. The cost of the investment
properties represents the total cost to the Partnership and its ventures
plus miscellaneous acquisition costs.

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

Buildings and improvements (new)--
200% or 150% declining-balance or
straight-line . . . . . . . . . . . . .5-40 years

Buildings and improvements (used)--
125% declining-balance or
straight-line . . . . . . . . . . . . .5-50 years
==========

The investment property is pledged as security for the long-term debt,
for which there is no recourse to the Partnership.

Maintenance and repair expenses are charged to operations as incurred.

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

Under the Partnership's impairment policy, provisions for value
impairment are recorded with respect to its investment property pursuant to
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". Therefore, the Partnership does not anticipate
any effect on its consolidated financial statements upon full adoption of
SFAS 121 as required in the first quarter of 1996, except any long-lived
assets identified "to be disposed of" would no longer be depreciated.

(3) WRIGHT-CARLYLE

The Partnership at December 31, 1995 is a party to one operating joint
venture agreement. Pursuant to such agreement, the Partnership made an
initial capital contribution of approximately $9,334,000 (before legal and
other acquisition costs). Under certain circumstances, either pursuant to
the venture agreement or due to the Partnership's obligations as a general
partner, the Partnership may be required to make additional cash
contributions to the venture.

The Partnership acquired, through the above venture, a medical office
complex in Los Angeles, California in which it still has an ownership
interest. The venture property was refinanced under a long-term debt
arrangement which was scheduled to mature in January 1996. In December
1995, the venture obtained a non-binding letter of intent to sell the
Cedars-Sinai office building to an unaffiliated prospective buyer. The
agreement is subject to certain conditions including the waiver by the
Partnership's unaffiliated venture partner to exercise its right of first
opportunity to acquire the Partnership's interest in the Cedars-Sinai
office building (per the Cedars-Sinai venture agreement). In January,
1996, the Partnership gave notice to its venture partner of the letter of
intent with the unaffiliated third party. That notice triggered a 30-day
election period whereby the venture partner has the right to exercise or
waive its right of first opportunity. Pursuant to the venture agreement,
if the venture partner elects to exercise its right of first opportunity,
the venture partner would then have 120 days after making such election to
close such sale. The purchase price of the Partnership's interest would be
such as would produce for the Partnership the same consideration as the
sale to the unaffiliated third party. If the venture partner fails to
close such a sale in the 120 days, the right of first opportunity will be

permanently lost. In February, 1996 the venture partner gave notice to the
Partnership by which it purported to exercise its right of first
opportunity subject to certain terms and conditions. The Partnership
believes that the venture partner does not have the right to attach any
conditions to the exercise of such right. The Partnership is currently in
dispute with the venture partner regarding this issue and is considering
its alternatives, including legal recourse. Assuming that the joint
venture partner will not waive such conditions, the Partnership is
continuing to attempt to complete a sale of the property to the
unaffiliated third party, but the third party has to date indicated an
unwillingness to participate in further discussions until the matter with
the joint venture partner is resolved. Therefore, based upon the terms set
forth in the notice given by the Partnership to the joint venture partner,
there can be no assurance that the Partnership will be able to arrange such
a sale. In January 1996, the venture obtained a short-term extension of
the mortgage loan's maturity, originally scheduled to mature on January 14,
1996, to September 30, 1996. The interest rate of the extended loan was
adjusted from 9.11% to 10% per annum and the monthly payments of
approximately $725,000 are based on a 360 month amortization with the
remaining principal balance due at maturity.

The Partnership has a cumulative preferred interest of $675,000 per
annum in net cash receipts from the property. After the Partnership
receives its preferential return, the venture partner is entitled to a non-
cumulative return of $675,000 per annum; additional net cash receipts are
generally shared in a ratio relating to the various ownership interests of
50% to the Partnership and 50% to its venture partner. The Partnership
also has a preferred position (related to the Partnership's cash investment
in the venture) with respect to distribution of sale and refinancing
proceeds from the venture. The Partnership did not receive its preferred
return in 1995. As a result, such deficiencies will increase prior years'
cumulative preferred return to $3,375,000 at December 31, 1995 and become
an addition to the Partnership's preferred position in relation to the
distribution of sale and refinancing proceeds by the venture as discussed
above.

In general, operating profits and losses are allocated based on the
partners respective ownership percentages. However, if there are net cash
receipts, losses are shared in the same ratio as net cash receipts.

Physical management of the property is performed by an affiliate of
the venture partner. Compensation to the manager is calculated as a
percentage of certain receipts.

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

(4) LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1995 and
1994:

1995 1994
----------- -----------
9.11% first mortgage note; secured
by the Cedars-Sinai medical office
complex in Los Angeles, California;
payable in monthly installments of
principal and interest of $698,793
until January 14, 1996 when the
remaining balance of approximately
$82,599,000 is payable (extended
to September 30, 1996;
see note 3) . . . . . . . . . $82,670,202 83,483,761
----------- ----------
Total debt . . . . . . 82,670,202 83,483,761
Less current portion of
long-term debt . . . 82,670,202 813,559
----------- ----------
Total long-term debt $ -- 82,670,202
=========== ==========

Five-year maturities of long-term debt secured by the Cedars-Sinai
Medical Office Complex are summarized as follows:

1996 . . . . . . . . $82,670,202
1997 . . . . . . . . --
1998 . . . . . . . . --
1999 . . . . . . . . --
2000 . . . . . . . . --
============

(5) PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
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
dispositions of investment properties are allocated to the General Partners
to the greater of 1% of such profits or any cash distributions of the
proceeds of any such sale or refinancing (as described below). Losses from
the sale or refinancing of investment properties are to be allocated 1% to
the General Partners. The remaining sale or refinancing profits and losses
are allocated to the Limited Partners.

The Partnership Agreement provides generally that notwithstanding any
allocation contained in the Agreement, if at any time profits are realized
by the Partnership, any current or anticipated event that 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
contributions except under certain limited circumstances upon termination
of the Partnership. Distributions of "net cash receipts" of the
Partnership are allocated 92% to the Limited Partners and 8% to the General
Partners (of which 4.167% constitutes a management fee to the Corporate
General Partner for services in managing the Partnership).

The Partnership Agreement provides that the General Partners shall
receive, as a distribution from the sale of a real property by the
Partnership, 3% of the selling price, and that the remaining proceeds (net
after expenses and retained working capital) be distributed 85% to the
Limited Partners and 15% to the General Partners. However, the Limited
Partners shall receive 100% of such net sale proceeds 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 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 third calendar quarter
of 1980. With the distribution of sale proceeds made in February 1994, the
Limited Partners have received their aggregate initial capital investment
in its entirety and have also received cumulative cash distributions equal
to a 6% return on their average capital investment. Therefore, on February
28, 1994, the General Partners received their deferred disposition fees
aggregating $2,314,071 and shall receive 15% of any remaining sale or
refinancing proceeds; the Limited Partners shall receive 85% of any
remaining sale or refinancing proceeds.

Allocations among the Partners in the accompanying GAAP basis
financial statements have been made in accordance with the provisions of
the Partnership Agreement and the venture agreements (note 3). 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 effect on
total assets, total Partners' capital or net earnings (loss).

(6) SALE OF INVESTMENT PROPERTIES

(a) White Marsh II Venture

In January 1993, the Partnership and an affiliated Partnership sold
their interests in White Marsh II Venture and White Marsh Mall Associates,
respectively, representing a total of a 50% interest in the White Marsh
Mall property, to the Partnership's unaffiliated joint venture partner.

The sale price of the Partnership's interest was $6,285,714 (before
costs of sale and prorations) of which $857,143 was received in cash at
closing and $4,285,714 was received in the form of a non-interest bearing
note that was paid in full shortly after the closing date. The remainder
of the sale price was represented by the purchaser's issuance to seller of
a promissory note in the amount of $1,142,857 at the date of sale. The
promissory note bore interest at a rate of 4-1/2% per annum and interest
only payments were paid monthly until the entire principal balance was
retired through a discounted payment of $1,117,143 in December 1993. In
connection with the sale of the Partnership's interest, the Corporate
General Partner of the Partnership earned a disposition fee of $375,595
which was paid along with all other previously deferred disposition fees to
the General Partners on February 28, 1994 (notes 5 and 8). As a result of
the sale, the Partnership recognized in 1993 a gain of $5,929,220 for
financial reporting purposes and $10,674,666 for Federal income tax
purposes.

Prior to the sale, operating profits and losses were generally shared
in the same ratio as net cash receipts. However, if there were no net cash
receipts, substantially all profits or losses were allocated to the
Partnership.

The property was managed by an affiliate of the venture partner for a
fee calculated as a percentage of certain receipts.

(b) Carlyle/Frontier

On October 31, 1993, the Partnership and an affiliate (Carlyle Real
Estate Limited Partnership - X, a partnership sponsored by the General
Partners) sold through Carlyle/Frontier their interests in Frontier Mall
Associates, L.P. representing a total of a 70% interest in the Frontier
Mall property, to the Partnership's unaffiliated joint venture partner.

The sale price of the Partnership's 35% interest in Frontier Mall was
$7,825,030, consisting of $3,500,000 in cash (before costs of sale and
prorations) and $4,325,030 represented by the Partnership's 35% portion of
the first mortgage note. In connection with the sale of the Partnership's
interest, the Corporate General Partner of the Partnership earned a
disposition fee of $234,750 which was paid along with all other previously
deferred disposition fees to the General Partners on February 28, 1994
(notes 5 and 8). As a result of the sale, the Partnership recognized in
1993 a gain of $3,626,828 for financial reporting purposes and $5,852,083
for federal income tax purposes.

The property was managed by an affiliate of the venture partner for a
fee calculated as a percentage of certain receipts.

(7) LEASES

(a) As Property Lessor

At December 31, 1995, the Partnership's and its consolidated venture's
principal asset is the Cedars-Sinai Medical Office Complex. The
Partnership has determined that all leases relating to this property are
properly classified as operating leases; therefore, rental income is
reported when earned and the cost of the property, excluding cost of land,
is depreciated over its estimated useful life. Leases range in original
terms from one to twenty-five years and provide for fixed minimum rent and
partial reimbursement of operating costs.

Approximate 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 currently held operating leases at the Cedars-Sinai Medical
Office Complex, are as follows:

1996. . . . . . . . . . . . . $11,068,000
1997. . . . . . . . . . . . . 9,174,000
1998. . . . . . . . . . . . . 7,537,000
1999. . . . . . . . . . . . . 4,460,000
2000. . . . . . . . . . . . . 1,873,000
Thereafter. . . . . . . . . . 2,701,000
-----------
Total. . . . . . . . . . . $36,813,000
===========

(b) As Property Lessee

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

The Wright-Carlyle Venture owns a net leasehold interest which expires
December 19, 2038 in the land underlying the Los Angeles, California
medical office complex, subject to a 15-year extension. The lease provides
for annual base rent of $414,375 plus a participation based on the annual
cash flow of the property. Participation rent for 1995, 1994 and 1993
aggregated $880,742, $669,749 and $994,956, respectively.

Future minimum rental commitments under the remaining lease is as
follows:

1996. . . . . . . . . . . . . $ 414,375
1997. . . . . . . . . . . . . 414,375
1998. . . . . . . . . . . . . 414,375
1999. . . . . . . . . . . . . 414,375
2000. . . . . . . . . . . . . 414,375
Thereafter. . . . . . . . . . 15,746,250
-----------
Total . . . . . . . . . . . $17,818,125
===========

<TABLE>

(8) TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the Partnership to the General Partners and their
affiliates as of December 31, 1995 and for the years ended December 31, 1995, 1994 and 1993 are as follows:

UNPAID AT
DECEMBER 31,
1995 1994 1993 1995
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property disposition fees. . . . . $ -- -- 610,345 --
Reimbursement (at cost) for
out-of-pocket expenses . . . . . -- 7,565 11,545 --
------- ----- -------- ---------
$ -- 7,565 621,890 --
======= ===== ======== =========
<FN>
On February 28, 1994, the Partnership paid previously deferred disposition fees aggregating $2,314,071 to the
General Partners (see note 5).

Effective October 1, 1995, the Corporate General Partner of the Partnership engaged independent third parties
to perform certain administrative services for the Partnership which were previously performed by, and partially
reimbursed to, affiliates of the General Partners. Use of such third parties is not expected to have a material
effect on the operations of the Partnership.

</TABLE>

<TABLE>

SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1995

<CAPTION>
COSTS
CAPITALIZED GROSS AMOUNT AT WHICH CARRIED
INITIAL COST TO SUBSEQUENT AT CLOSE OF PERIOD (B)
PARTNERSHIP (A) TO ACQUISITION--------------------------------------
---------------------------------------
LAND AND BUILDINGS LAND LAND AND BUILDINGS
LEASEHOLD AND BUILDINGS AND LEASEHOLD AND
ENCUMBRANCE INTERESTS IMPROVEMENTSIMPROVEMENTS INTERESTS IMPROVEMENTS TOTAL (D)
------------------------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

MEDICAL OFFICE
COMPLEX:
Los Angeles,
California $82,670,202 -- 30,237,391 4,358,033 -- 34,595,424 34,595,424
----------- --------- ---------- --------- ------- ---------- ----------

Total $82,670,202 -- 30,237,391 4,358,033 -- 34,595,424 34,595,424
=========== ========= ========== ========= ======= ========== ==========

</TABLE>

<TABLE>

SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1995
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(E) CONSTRUCTIONACQUIRED IS COMPUTED TAXES
---------------- ------------------------------------------------
<S> <C> <C> <C> <C> <C>
MEDICAL OFFICE
COMPLEX:
Los Angeles,
California. . . . . . . . . . $17,174,158 1979/1980 12/27/79 5-40 years 532,824
----------- -------
Total. . . . . . . . . . . $17,174,158 532,824
=========== =======

<FN>

Notes:
(A) The cost to the Partnership represents the original purchase price of the property, including amounts
incurred subsequent to the acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1995 for Federal income tax purposes is
approximately $35,079,000.
(C) Property operates under ground lease.
(D) Reconciliation of real estate carrying costs:

</TABLE>

<TABLE>

SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period. . . . $ 34,561,700 32,863,869 48,286,829
Additions during period . . . . . . . 887,597 2,009,308 622,832
Reductions during period. . . . . . . (853,873) (311,477) (16,045,792)
------------ ------------ ------------
Balance at end of period. . . . . . . $ 34,595,424 34,561,700 32,863,869
============ ============ ============

(E) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . $ 16,651,251 15,866,920 20,642,251
Provision for current period. . . . . 1,376,780 1,095,808 1,119,389
Reductions during period. . . . . . . (853,873) (311,477) (5,894,720)
------------ ------------ ------------

Balance at end of period. . . . . . . $ 17,174,158 16,651,251 15,866,920
============ ============ ============

</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 1995 and 1994.

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 and directors and members of their families. 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.
Effective December 31, 1995, ABPP Associates, L.P. acquired all of the
partnership interests in Realty Associates-IX, L.P., the Associate General
Partner, which then dissolved. ABPP elected to continue the business of
Realty Associates-IX, L.P. ABPP Associates, L.P., an Illinois limited
partnership with JMB as its sole general partner, continues as the
Associate General Partner. The Associate 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 the 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
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 Managing General Partner to be held on
June 5, 1996. 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 Managing General Partner to be held on June 5,
1996. 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-X
("Carlyle-X"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
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. ("Mortgage Partners"), JMB Mortgage
Partners, Ltd.-II ("Mortgage Partners-II"), 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.-IX ("JMB Income-IX"), 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
most of the foregoing Partnerships. Most of the foregoing directors and
officers 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-X,
Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV,
Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII, JMB Income-IX,
JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage
Partners, Mortgage Partners-II, 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 58) 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., 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 58) 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 Urban Shopping Centers, 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 member of the
Bar of the State of Illinois and a Certified Public Accountant.

Burton E. Glazov (age 57) 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 54) 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 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December 1972.

John G. Schreiber (age 49) has been associated with JMB since December
1970 and served as an Executive Vice President of JMB until December 1990.
Mr. Schreiber is President of Schreiber Investments, Inc., a company which
is engaged in the real estate investing 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. Mr. Schreiber is
also a director of Urban Shopping Centers, Inc., and a director of several
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 46) 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 48) 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 43) 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 47) 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 60) 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 of the Partnership 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 Note
5 for a description of such transactions, distributions and allocations.
In 1995, 1994 and 1993, the General Partners received distributions of $0,
$32,260 and $183,349, respectively. No management fees were earned by the
Corporate General Partner in 1995, 1994 or 1993.

As of December 31, 1995, the Corporate General Partner has earned and
received disposition fees of $2,314,071 in connection with the sales of
investment properties. The Partnership Agreement provides that the payment
to such an affiliate of any commission on any sale of real property by the
Partnership shall be deferred if and to the extent that the Limited
Partners have not yet received cash distributions of sale or refinancing
proceeds in an amount equal to their aggregate initial capital investment
in the Partnership and have not received cumulative cash distributions from
the Partnership's operations which, when combined with sale or refinancing
proceeds previously distributed, equal a 6% annual return on the Limited
Partners' average capital investment for each year (their capital
investment as reduced by sale or refinancing proceeds previously
distributed) commencing with the third calendar quarter of 1980. Effective
with the February 1994 sale distribution, the Limited Partners received
such cumulative cash distributions which entitles the General Partners to
participate in the distributions of sale or refinancing proceeds.
Additionally, the disposition fees mentioned above were paid to the General
Partners in February 1994. Reference is made to Note 5.

JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner of the Partnership, is entitled to receive insurance brokerage
commissions in connection with providing 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 involved. No
such fees were received by the Corporate General Partner in 1995.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1995, the
Corporate General Partner of the Partnership was not due any reimbursement
for such out-of-pocket expenses.

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 (and its directors and
officers) to its affiliates is set forth above in Item 10.

<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The following group is known by the Partnership to own beneficially more than 5% of the outstanding
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 Liquidity Fund Investment 4,225.75 Interests 7.68%
Corporation indirectly (as invest-
1900 Powell Street, ment manager or, through
Suite 730, affiliated entities, general
Emeryville, California partner of 12 separate
94608 investment funds)
</TABLE>
<TABLE>
<CAPTION>
(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 75 Interests directly Less than 1%
Limited Partnership
Interests Corporate General 75 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.

(c) There exists no arrangement, 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 August 17,
1979, as supplemented on October 17, 1979, December 10, 1979 December 28,
1979, January 28, 1980 and February 27, 1980, filed with the Commission
pursuant to Rules 424(b), is incorporated herein by reference. Copies of
pages 6-14, 97-99, A-4 to A-8 and A-10 to A-15 of the Prospectus are hereby
incorporated herein by reference to Exhibit 3-A of the Partnership's Report
on Form 10-K (File No. 0-9484) for December 31, 1992 dated March 19, 1993.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, incorporated by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-63958) dated August 17, 1979.

4-A. Modification documents relating to the long-term
mortgage note secured by the Cedars-Sinai Medical Office Complex located in
Los Angeles, California are incorporated by reference to the Partnership's
Report on Form 8-K (File No. 0-9484) dated January 15, 1991.

4-B. Extension agreement relating to the long-term
mortgage note secured by the Cedars-Sinai Medical Office Complex located in
Los Angeles, California is filed herewith.

10. Acquisition documents relating to the purchase by
the Partnership of an interest in Cedars-Sinai Medical Office Complex
located in Los Angeles, California are incorporated herein by reference to
the Partnership's Registration Statement on Post-Effective Amendment No. 2
to the Partnership's Prospectus on Form S-11 (File No. 2-63958) dated
August 17, 1979.

21. List of Subsidiaries.

24. Powers of Attorney.

27. Financial Data Schedule

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

No annual report for the fiscal year 1995 or proxy material 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 - IX

By: JMB Realty Corporation
Corporate General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1996

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 25, 1996

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1996

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1996

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1996

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1996

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1996

STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 25, 1996

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

GAILEN J. HULL
By: Gailen J. Hull,
Attorney-in-Fact
Date: March 25, 1996

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----

3-A. Pages 6-14, 97-99, A-4 to A-8
and A-10 to A-15 of the Prospectus
of the Partnership dated August 17,
1979, as supplemented October 17,
1979, December 10, 1979, December 28,
1979, January 28, 1980 and
February 27, 1980 Yes

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

4-A. Modification documents related
to the Cedars-Sinai Medical
Office Complex Yes

4-B. Extension agreement related
to the Cedars-Sinai Medical
Office Complex No

10. Acquisition documents related
to the Cedars-Sinai Medical
Office Complex Yes

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

FIRST AMENDMENT TO
LOAN DOCUMENTS

THE FIRST AMENDMENT TO LOAN DOCUMENTS ("Extension Agreement") is made
and entered into as of January 24, 1996, by and between WRIGHT-CARLYLE
PARTNERS, a California general partnership, ("Borrower"), and THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a corporation organized and
existing under the laws of the State of New Jersey ("Lender").

RECITALS AND CERTAIN DEFINITIONS

A. Lender owns fee title to certain real property (the "Land")
located in Los Angeles, California, which Land is described in EXHIBIT A
attached hereto and forming a part hereof by this reference.

B. Borrower is currently the ground lessee and Lender is the ground
lessor of the Land pursuant to that certain ground lease dated February 1,
1977, as amended by the First Amendment Of Lease dated July 16, 1979 and
the Second Amendment Of Lease dated December 19, 1985 (the ground lease as
so amended is referred to herein as the "Lease"). Borrower, or its
predecessor in interest, has constructed two (2) medical office buildings
and attendant parking garages (the "Improvements") on the Land.

C. The interests of Borrower in the Lease (the "Leasehold Estate")
as well as the Improvements are currently subject to a loan ("Loan") held
by Lender which Loan is evidenced by that certain deed of trust ("Deed of
Trust") dated as of January 15, 1991 and recorded as Instrument No. 91-
63945 in the Official Records of Los Angeles County on January 15, 1991,
which Deed of Trust secures repayment of that certain promissory note
("Note") of even date therewith, evidencing an original principal
indebtedness in the amount of Eighty Six Million Dollars ($86,000,000).
The Deed of Trust and the Note as well as the other security documents
delivered to Lender in connection with the Loan are collectively referred
to as the ("Loan Documents"). The Deed of Trust and Note are due and
payable in full on January 14, 1996 (the "Maturity Date").

D. Lender has informed Borrower that it does not intend to renew
the Loan on its Maturity Date and Borrower, in order to realize on the
value, if any, it has in the Leasehold Estate and Improvements (hereinafter
the "Project") has requested Lender to grant Borrower an option to purchase
Lender's fee interest in the Land and grant Borrower an extension of the
Maturity Date of the Note to provide Borrower the opportunity to find a
purchaser for the Land and Project.

E. Borrower and Lender desire to amend the Note and the other
documents evidencing and securing the Loan (the "Loan Documents"), and to
extend the Maturity Date of the Loan, all on the terms and conditions set
forth in this Extension Agreement.

NOW, THEREFORE, Borrower and Lender agree as follows:

1. AMENDMENT OF LOAN DOCUMENTS. Subject to the satisfaction,
or waiver by Lender, of the conditions precedent set forth in Section 5,
below, on or prior to January 14, 1996, the Loan Documents are hereby
supplemented, amended and modified to incorporate the following, which
shall supersede and prevail over any conflicting provisions of the Loan
Documents.

2. AMENDMENTS TO NOTE.

a. The first grammatical paragraph of the Note is
hereby amended to real in full as follows:

"For value received, the undersigned, Wright-Carlyle
Partners, a California general partnership (herein called "Maker"), hereby
promises to pay to the order of THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation (herein called "Holder"), at the home
office of Holder in Newark, New Jersey or at such other place as may be
designated in writing, the principal sum of Eighty Six Million Dollars
($86,000,000) (the "Loan") plus interest on the outstanding unpaid balance
of the Loan from the date hereon until January 9,1996 at the rate of nine
and eleven one-hundredths percent (9.11%) per annum and from January 10,
1996 until the Loan is paid at the rate of ten percent (10.00%) per annum
until said Loan is paid; the principal and interest being payable, without
grace, as follows:"

b. The second paragraph of the Note is hereby amended to
read in full as follows:

"On February 10, 1991, Maker shall pay Holder the amount
of $558,081.10 in payment of interest on the outstanding principal sum from
the date after the date hereof through February 10, 1991. Beginning on the
tenth (10th day of March 1991 and continuing on the tenth (10th) day of
each calendar month thereafter until January 10, 1996, Maker shall pay
monthly installments of principal and interest each installment, in the
amount of Six Hundred Ninety-Eight Thousand Seven Hundred Ninety-Three
Dollars and Three

Cents ($698,793.03). Beginning on the 10th day of
February, 1996, and on the same day of each month thereafter to and
including September 10, 1996, Maker shall pay monthly installments of
principal and interest each installment in the amount of Seven Hundred
Twenty-Four Thousand Eight Hundred Sixty-Five Dollars and Forty-Six Cents
($724,865.46), and on the earlier to occur of (i) the date Borrower
acquires ownership of the Land, or (ii) September 30, 1996, (the "Extended
Maturity Date"), the balance of said principal sum with interest thereon at
an annual rate of ten percent (10%) shall become due and payable. All
installments of principal and interest of this Note shall be paid to Holder
by wire transfer of immediately available funds to such bank or place, or
in such other manner, as Holder may from time to time designate in writing
to Maker, payable in lawful money of the United States of America, at the
home office of the payee in Newark, New Jersey, or at such other place as
the holder hereof may designate in writing."

c. Subject to payment of all accrued interest and other sums
due under the Loan Documents, if any, Borrower shall have the right to
prepay all or part of the outstanding principal balance of the Loan on any
date, upon giving not less than three (3) business days prior written
notice to Lender of its intention to prepay, without premium. Without
limitation on the foregoing, the Note is modified by deleting the
prepayment premium provision which begins as the last grammatical paragraph
at the bottom of page 1 of the Note and ends on the 4th line from the top
on page 3 of the Note.

3. SECURITY DOCUMENTS. The Deed of Trust and the other documents
given to secure the Note (the "Security Documents") shall secure, in
addition to any other obligations now or hereafter secured thereby,
Borrower's obligations to Lender under: (i) the Note and all other Loan
Documents, as amended or otherwise supplemented pursuant to this Extension

[continued on next page]

Agreement and (ii) this Extension Agreement, as amended or otherwise
modified from time to time in writing by Borrower and Lender.

4. LOAN DOCUMENTS. The term "Loan Documents" as used in this
Extension Agreement and all other Loan Documents, means, collectively; the
Note, the Deed of Trust defined in the Recitals and Certain Definitions;
the Assignment of Lessor's Interest in Leases, the Security Agreement, the
Hazardous Substances Remediation and Indemnification Agreement, the UCC-1
Financing Statement delivered with the Note and Deed of Trust to further
secure the Loan and the Modification Documents (including this Extension
Agreement), and all other agreements, contracts and other instruments and
documents now or hereafter executed by Borrower with or in favor of Lender
and required by Lender in connection with the Loan.

5. CONDITIONS PRECEDENT. The effectiveness of this Extension
Agreement is subject to the satisfaction, or waiver by Lender, of the
following conditions precedent:

a. Receipt and approval by Lender of the following
documents (the "Modification Documents") each in form and substance
satisfactory to Lender and each fully executed:

(1) two originals of this Extension Agreement;

(2) one original of a recordable First Amendment to Deed
of Trust (the "First Amendment to Deed of Trust");

(3) one original of a recordable Assignment of Lessor's
Interest in Leases (the "Assignment of Leases's);

(4) one original of a UCC-1 Financing Statement (the
"Financing Statement");

(5) documents pursuant to which the managing partners of
Borrower authorize and approve the execution and performance of the
Modification Documents;

(6) any and all documents and agreements which are
required pursuant to this Extension Agreement or which Lender has
requested; and

(7) an estoppel certificate from Borrower in form
acceptable to Lender certifying that the Lease is in full force and effect
without default on the part of landlord or tenant.

b. The issuance by Ticor Title Insurance Company, and
Lender's receipt, for attachment to Lender's Policy of Title Insurance
issued by Stewart Title bearing policy No. 435788, a CLTA Indorsement
110.5, together with such other indorsement as Lender

requires, insuring the priority and validity of the Deed of Trust as
modified by the First Amendment to Deed of Trust as a first and valid lien
upon the Project, subject only to such exceptions as have been approved by
Lender in writing.

c. Payment by Borrower of all fees and charges and expenses
incurred in connection with this Extension Agreement and the transactions
contemplated hereby, including without limitation title insurance costs,
recording fees, attorneys' fees, and documentation costs and charges and
reconveyance fees.

d. The First Amendment to Deed of Trust and the Assignment
of Leases shall have been recorded in the Official Records of Los Angeles.

e. The representations and warranties contained in this
Extension Agreement shall be true and correct.

f. No default under the Note or any other Loan Document
("Event of Default") shall remain uncured and not event shall have
occurred, which, with the giving of notice or the passage of time or both,
could constitute an Event of Default.

g. Delivery of current searches of all Uniform Commercial
Code Financing Statements which may have been filed in any applicable
governmental office in California against Borrower, as debtor, showing no
Uniform Commercial Code filings or Financing Statements affecting Borrower,
except for statements or filings showing Lender as the secured party.

h. The Financing Statement shall have been filed with the
office of the California Secretary of State.

6. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents,
warrants and agrees to and with Lender as follows (except as otherwise
disclosed in writing to Lender prior to the date of this Extension
Agreement):

a. Neither the execution, delivery or performance by
Borrower of this Extension Agreement or the Modification Documents, nor
compliance by Borrower with the terms and provisions of this Extension
Agreement or any Modification Documents (i) will contravene any provision
of any law, statute, rule or regulation or any order, writ, injunction or
decree or any court or governmental instrumentality affecting or applicable
to Borrower or the Project, or (ii) will conflict or be inconsistent with
or result in any breach of any of the terms, covenants, conditions or
provisions of, of constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any lien upon any of
the property or assets of Borrower pursuant to the terms of any indenture,
mortgage, deed of trust, credit agreement, loan agreement of any other
agreement, contract or instrument to which Borrower is a party or

by which it may be subject; or (iii) will violate or conflict with the
organizational documents of Borrower.

b. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by,
any governmental or public body or authority, or any subdivision thereof,
is required to authorize, or is required in connection with (i) the
execution, delivery and performance of this Extension Agreement or any
other Modification Documents, or (ii) the legality, validity, binding
effect or enforceability of this Extension Agreement or any other
Modification Documents, except to the extent any Modification Documents
need to be filed or recorded to evidence the restructured security interest
of Lender in the Project.

c. There are no actions, suits or proceedings pending or,
to the actual knowledge of Borrower, threatened against the Project or
Borrower which may materially and adversely affect (i) the enforceability
or priority of the Loan Documents; (ii) the ability of Borrower to perform
its obligations under this Extension Agreement or the Loan Documents; or
(iii) the business, operations, property, assets, condition (financially or
otherwise) or prospects of Borrower with respect to the Project.

d. To the best of Borrower's knowledge (without the
requirement of inquiry or investigation by Borrower, except that Borrower
has made inquiry of H. Jon Runstad, Ronald Blake and Peter Lazauskas, who
are employed as President and Chief Executive Officer of Wright Runstad &
Company and Building Manager and Chief Engineer of the Property,
respectively, provided that such individuals' knowledge with respect to the
Property is based on the investigation normally engaged in by such
individuals in the scope of their respective employment activities relating
to the Property), Borrower's operation of the Project is in compliance with
all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property,
including but not limited to the Americans with Disabilities Act (and
including applicable statutes, regulations, orders and restrictions
relating to environmental standards and controls); provided, that under
applicable law, new tenant improvement work can be performed only if the
particular tenant suite in which such work is being performed are brought
under compliance with the standards required for new construction laws
under the currently applicable handicap laws ("Handicap Standards");
provided, further, that all tenant suites which have been vacated for
occupancy by new tenants since November 30, 1989 comply with the Handicap
Standards; except such noncompliance as would not, in the aggregate, have a
material adverse effect on the business, operations, property, assets,
condition (financial or otherwise) or prospects of Borrower.

e. Borrower has not received any notice from any insurance
company of any defects or inadequacies in the Project which would adversely
affect the insurability of the Project or which would materially increase
the cost of insuring the Project beyond that which is currently charged for
the Project.

f. To the actual knowledge of Borrower, there has not been a
commencement of any action involving the (a) condemnation of any portion of
the Land or Project; (b) condemnation or relocation of any roadways
abutting the Land or Project, or (c) denial of access to the Land from any
point of access to the Land or Project; and to Borrower's actual knowledge,
no governmental authority is contemplating any condemnation proceedings
which could have an adverse effect on the use, occupancy or enjoyment of
the Land or Project.

g. To the actual knowledge of Borrower, Borrower has paid
all taxes due pursuant to any assessments against the Land or Project,
including without limitation real property taxes and assessment. No
special assessments have been imposed and are outstanding against the Land
or Project, and to the best of Borrower's knowledge after making due
inquiry, no such special assessments are contemplated by any governmental
authority or other person or entity having jurisdiction over the Land or
Project.

h. To the actual knowledge of Borrower, Borrower has not
caused, permitted or suffered any liens against the Land or Project, in
favor of any person or entity whatsoever, whether any such lien is prior or
subordinate to the lien and interest of Lender in the Land or Project.

i. To the actual knowledge of Borrower, no brokerage fees or
commissions are payable by or to any person claiming through Borrower or
Borrower's activities in connection with this Extension Agreement or the
Modification Documents (with the exception of any broker's commission
payable in connection with the sale of the Land or Project).

j. Borrower is a validly existing California general
partnership with full partnership power and authority to execute, deliver
and perform its obligations under the Loan Documents and the Extension
Agreement and conduct its business in California.

k. The execution, delivery and performance of this extension
agreement and the other Modification Documents have been duly authorized by
proper corporate or partnership actions or proceedings, and the
Modification Documents and the Loan Documents constitute legal, valid and
binding obligations of Borrower enforceable in accordance with their
respective terms.

l. Borrower has no knowledge that any building or other
improvement on the Land encroaches upon any adjacent property, building
line, setback line, side yard line, or any recorded or visible easement (or
other easement of which Borrower is aware or has reason to believe may
exist) with respect to the Land.

m. To the actual knowledge of Borrower, there are no
material defaults under the Lease and to Borrower's actual knowledge, no
material default under any of the existing subleases for occupancy of the
Project.

n. To the actual knowledge of Borrower, (1) other than as
disclosed in the final report, Phase, I Environmental Assessment dated
December 19, 1990 prepared by Dames and Moore for Borrower, no Hazardous
Materials (as defined below) exist on; under or about the Land or Project
in violations of any Hazardous Materials (as defined below), and no
Hazardous Materials have at any time been transported to or from the Land
or Project or used, generated, manufactured, stored, released or disposed
of on, under or about the Land or Project in violation of any Hazardous
Material Laws (as defined below), the Land or Project is not in violation
of any Hazardous Materials Laws (as defined below) and there are no past,
current or, to the best knowledge of Borrower after due investigation,
threatened Hazardous Materials Claims (as defined below); (2) there are not
now located on or under and no storage tanks have ever been located on or
under the land or Project. As used herein, the term "HAZARDOUS MATERIALS"
means and refers to any (a) oil, petroleum products, flammable substances,
explosives, radioactive materials, hazardous wastes or substances, toxic
wastes or substances or any other wastes, materials or pollutants which (i)
pose a hazard to the Land or Project or to persons on or about the Land or
Project or (ii) cause the Land or Project to be in violation of any
Hazardous Materials Laws; (b) asbestos in any form, urea formaldehyde foam
insulation, transformers or other equipment which contain dielectric fluid
containing levels of polychlorinated biphenyl, or radon gas; (c) chemical,
material or substance defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials",
"extremely hazardous waste", "restricted hazardous waste", or "toxic
substances" or words of similar import under any applicable local, state or
federal law or under the regulations adopted or publications promulgated
pursuant thereto, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. 9601, et seq.; the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. 1801, et seq.; the Federal Water Pollution Control Act,
as amended, 33 U.S.C. 1251, et seq.; Sections 25115, 25117, 25122.7, 25140,
25249.8, 25281, 25316, 25501, and 25316 of the California Health and Safety
Code; and Article 9 or Article II of Title 22 of the Administrative Code,
Division 4, Chapter 20; (d) other chemical, material or substance that
exists on the Land or Project in such amounts that it could pose a material
hazard to the health and safety of the occupants of the Land or Project or
the owners and/or occupants of property adjacent to or surrounding the Land
or Project,or any other Person coming upon the Land or Project or adjacent
property. As used herein, the term "HAZARDOUS MATERIALS CLAIMS" means and
refers to any and all enforcement, cleanup, removal, remedial or other
governmental or regulatory actions, agreements or orders threatened,
instituted or completed pursuant to any Hazardous Materials Laws, together
with any and all claims made or threatened by any third party against
Borrower, Lender or the Land or Project relating to damage, contribution,
cost recovery compensation, loss or injury resulting from the presence,
release or discharge of any Hazardous Materials. As used herein, the term
"HAZARDOUS MATERIALS LAWS" any federal, state or local laws, ordinances,
regulations or policies relating to the environment, health and safety, and
Hazardous Materials (including, without limitation, the use, handling,
transportation, production, disposal, discharge or storage thereof) or to
industrial hygiene or the environmental conditions on, under or about the
Land or Project, including, without limitation, soil, groundwater and
indoor and ambient air conditions. In addition, Borrower and Lender agree
that: (i) this Section is intended as Lender's written request for

information (and Borrower's response) concerning the environmental
condition of the real property security under the terms of California Code
of Civil Procedure 726.5; and (ii) each representation and/or covenant in
this Extension Agreement or any other Loan Document (together with any
indemnity applicable to a breach of any such representation and/or
covenant) with respect to the environmental condition of the Land or
Project is intended by Lender and Borrower to be and "environmental
provision" for purposes of California Code of Civil Procedure 736.

As used herein, a representation limited by the "knowledge, "best
knowledge," actual knowledge" or other similar phrase with respect to
Borrower means that neither Scott Price nor Julie Strocchia was aware that
such representation was untrue when made.

7. The unpaid principal indebtedness on the Note as of the
date hereof is in the amount of Eighty-Two Million five Hundred Ninety-Nine
Thousand Thirteen Dollars and Sixty-Two Cents ($82,599,013.62) which sum
Borrower agrees to pay to the order of Lender pursuant to the terms of the
Note as the same is modified herein.

All representations and warranties provided herein will survive the
execution of this Execution Agreement.

8. CERTAIN ASSURANCES REGARDING HAZARDOUS MATERIALS.

a. Subject to the exclusions set forth in Section VI
of the Hazardous Substances Remediation and Indemnification Agreement,
Borrower shall protect, indemnify and hold Lender, its directors, officers,
employees and agents, and any successors to Lender's interest in the Land
or Project, an any other Person who acquires any portion of the Land or
Project at a foreclosure sale or otherwise through the exercise of Lender's
rights an remedies under the Loan Documents, and any successors to any such
other Person, and all director, officers, employees and agents of all of
the aforementioned indemnified parties, harmless from and against any and
all actual or potential claims, liabilities, damages, losses, fines,
penalties, judgments, awards, costs and expenses (including, without
limitation, reasonable attorneys' fees and costs and expenses of
investigation) which arise out or relate in any way to any Hazardous
Materials Claims or any use, handling, production, transportation,
disposal, release or storage of any Hazardous Materials in, under or on the
Land or Project whether by Borrower or by any tenant or any other Person.
All such costs, damages, claims and expenses heretofore described and/or
referred to in this Section 8 are hereinafter referred to as "Expenses".
Borrower's liability to the aforementioned indemnified parties shall arise
upon the earlier to occur of (c) discovery of any Hazardous Materials on,
under or about the Land or Project, or (d) the institution of any Hazardous
Materials Claims, and not upon the realization of loss or damage, and
Borrower shall pay to Lender from time to time, immediately upon Lender's
request, an amount equal to such Expenses, as reasonably determined by
Lender; provided, however, no such Expense shall be voluntarily incurred
unless Lender has given Borrower three (3) business days advance written
notice of such Expense and the notice and cure period under subsection b
below has elapsed.

In addition, in the event any Hazardous Material is caused to be removed
from the Land or Project by Borrower, Lender or any other Person, the
number assigned by the Environmental Protection Agency to such Hazardous
Material or any similar identification shall be solely in the name of
Borrower and Borrower shall assume any and all liability for such removed
Hazardous Material.

b. In addition to any other rights or remedies Lender
may have under this Extension Agreement or the Loan Documents, at law or in
equity, in the event that Borrower shall fail to timely comply with any of
the provisions hereof, or in the event that any representation or warranty
made herein or in any certificate delivered after the date hereof proves to
be materially false or misleading, then, in such event Lender may, after
(a) delivering written notice to Borrower, which notice specifically states
that Borrower has failed to comply with the provisions of this Section 8;
and (b) the expiration of the earliest to occur of (i) the later of (A)
thirty (30) days after receipt of such notice and (B) one hundred eighty
(180) days after receipt of such notice or upon completion of cure by
Borrower if Borrower shall commence to cure such default within thirty (30)
days after receipt of such notice and shall diligently pursue such cure to
completion, (ii) the cure period, if any, permitted under the applicable
law, rule, regulation or order with Borrower shall have failed to comply or
(iii) any shorter period in which a cure of such violation should be
commenced in order to avoid an imminent material risk to human health,
upon three (3) business days' advance written notice to Borrower, Lender
may (i) declare an Event of Default under the Loan Documents and exercise
any and all remedies provided for therein, and/or (ii) do or cause to be
done whatever is necessary to cause the Land to comply with all Hazardous
Materials Laws and other applicable law, rule, regulation or order and the
cost thereof shall constitute an Expense hereunder and shall become
immediately due an payable without notice and with interest thereon at the
rate of 10% per annum until paid. Upon reasonable advanced written notice,
Borrower shall give to Lender and its agents and employees access to the
Land or Projects for the purpose of effecting such compliance and hereby
specifically grants to Lender a license, effective upon expiration of the
applicable cure period, if any, to do whatever if necessary to cause the
Land or Project to so comply, including, without limitation, to enter the
Land or Project and remove therefrom any Hazardous Materials.

9. RELEASE AND WAIVER

a. In consideration for the restructuring of the Loan
as provided herein, Borrower hereby releases and forever discharges (and
irrevocably and unconditionally waives as against) Lender, its direct or
indirect subsidiaries and all of such subsidiaries' respective affiliated
companies and subsidiaries (direct and indirect), predecessors, successors
and assigns, and each of their past, present and future officers,
shareholders, directors, agents and employees, and their respective heirs,
legal representatives, legatees, successors and assigns, from all liability
arising out of or resulting from any and all claims, controversies,
actions, causes of action, demands, debts, liens, contracts, agreements,
promises, representations, warranties, torts, damages, costs, attorneys'
fees, monies due on account, obligations judgments or liabilities of any
nature whatever at law or in equity, arising out of any agreement or
imposed by law or otherwise, from

the beginning of time, whether or not known at this time, heretofore or
hereafter, anticipated or unanticipated, suspected or claimed, fixed or
contingent, whether yet accrued or not, and whether damage has yet resulted
from the same or not (collectively, "Claims"), based on, arising out of or
relating in any manner to the Loan (prior to the date hereof), the Note,
the Loan Documents, any and all documents executed in connection with the
Loan or the Loan Documents, Lender's administration of the Loan any other
agreements between Lender and Borrower, as of the date hereof, or any oral
or written communication, correspondence or transactions between Lender or
its predecessors in interest and Borrower prior to the date hereof.
Borrower acknowledges that it may learn of circumstances bearing upon the
things and items released by this agreement for release contained in the
Section, but it is Borrower's intention by doing so and doing so and doing
the acts called for by this agreement for release, that this agreement for
release shall be effective as a full land final accord and satisfaction and
release of each and every thing and item released herein, whither known or
unknown, future or contingent. In furtherance of this intention, Borrower
acknowledges that Borrower is familiar with Section 1542 of the California
Civil Code, which provides as follows:

"A general release does not extent to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if know by him, must have materially affected his settlement
with the debtor."

Borrower hereby waives and releases any right which it has or may have
under Section 1542 of the California Civil Code to the full extent that
Borrower may lawfully waive all such rights and benefits pertaining only
and limited specifically to the things and items released herein.

b. Borrower hereby represents and warrants to lender
that (i) it has not assigned to any other person or entity any of its
Claims; (ii) this Extension Agreement, the Loan Documents and the
indebtedness and obligations they evidence or secure, are valid, binding
and enforceable on and against Borrower in accordance with their respective
terms, are in full force and effect, and are free from all defenses; and
(iii) there are no set-offs against Lender with regard to this Extension
Agreement, the Modification Documents or the Loan Documents nor any claims
or counter-claims against Lender with respect to this Extension Agreement,
the Modification Documents or the Loan Documents.

c. Without limiting the generality of the foregoing,
Borrower hereby acknowledges and agrees that there are no oral agreements
or understandings between or among any of the parties hereto with respect
to this Extension Agreement or the Loan Documents.

d. Borrower hereby agrees that the provision of this
Section 9 shall remain in full force and effect notwithstanding the
occurrence of an Event of Default under this Extension Agreement of the
Loan Documents and the exercise by Lender of its rights and remedies
hereunder or thereunder.

10. WAIVER OF JURY TRIAL. LENDER AND BORROWER HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS EXTENSION AGREEMENT, THE NOTE OR ANY
OTHER LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE LENDER OR
BORROWER. THIS PROVISION IS MUTUALLY AGREED TO IN RECOGNITION OF THE
COMPLEXITY OF THE LOAN AND THE MUTUAL DESIRE OF THE LENDER AND BORROWER TO
AVOID DELAYS IN THE RESOLUTION OF DISPUTES INVOLVING THIS EXTENSION
AGREEMENT. BORROWER ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER TO ENTER INTO THIS EXTENSION AGREEMENT.

11. NO AGREEMENT TO EXTEND OR MAKE FURTHER ADDITIONAL
ADVANCES. Nothing in this Extension Agreement, or in any prior course of
conduct, shall be construed to obligate Lender to make any future
additional advances under the Loan or to otherwise increase the amount of
the Loan or to extend the maturity of the Loan beyond the Extended Maturity
Date, and Borrower acknowledges that Lender has made no such agreement.

12. EVENTS OF DEFAULT. [Intentionally Deleted.]

13. BORROWER'S LIMITED RECOURSE LIABILITY. Lender agrees and
confirms with Borrower that the provisions of Paragraph 48 of the Deed of
Trust and that portion of the Note beginning with the third (3rd) full
grammatical paragraph on page 7 of the Note, remain in full force and
effect and are not modified, amended or altered by reason of this Extension
Agreement and in addition, apply in full to this Extension Agreement as if
fully set forth herein (provided, however, that for purposes of such
incorporation, all references to "Trustor" in paragraph 48 of the Deed of
Trust shall refer to "Borrower" herein and all references to "Beneficiary"
in such paragraph 48 shall refer to "Lender" herein and all references to
"this Deed of Trust" in such paragraph 48 shall refer to "this Extension
Agreement" herein).

14. SUBSEQUENT BANKRUPTCY. In the event Borrower becomes the
subject of any insolvency, bankruptcy, receivership, dissolution,
reorganization or similar proceeding, federal or state, voluntary or
involuntary, under any present or future law or act, Lender shall be
entitled to immediate and absolute lifting of any automatic stay as to the
enforcement of its remedies under the Loan and Modification Documents
against the Project, including specifically, but not limited to, the stay
imposed by Section 362 of the United States Federal Bankruptcy Code, as
amended. Borrower hereby irrevocably consents to the lifting of any such
automatic stay and will not contest any motion by Lender to lift such stay.

Borrower expressly acknowledges and, agrees not to take any contrary
position in any subsequent bankruptcy proceeding, that: (i) the Project is
not now and never will be necessary to any plan of reorganization of any
type; (ii) Borrower is a single asset entity with no employees; (iii)
Borrower has no creditors other than

Lender (except for a few creditors small in relation to Lender which relate
to operating expenses being paid as they come due); and (iv) any subsequent
bankruptcy filing by the Borrower to this loan extension will be in bad
faith for the sole purpose of delaying and frustrating the legitimate
efforts of Lender to enforce its rights. The provisions of this paragraph
are essential elements of Lender's consideration for entering into this
Extension Agreement.

15. LIMITED RECOURSE. As additional consideration for the
Loan extension herein granted, Borrower hereby agrees that its obligations
to pay the Loan in full on or before its Extended Maturity Date is
independent and separate from the rights and obligations between Lender and
Borrower that may arise in connection with Borrower's rights to purchase
the Land. Should Borrower fail to acquire title to the Land by reason of
default of Lender under any agreement with Borrower for the purchase and
sale of the Land, Borrower shall nevertheless be obligated under the Loan
Documents and this Extension Agreement to pay and discharge the
indebtedness and Borrower shall have no claim for damages against Lender
and its remedies against Lender shall be limited solely to those remedies
provided for in the agreement for the purchase and sale of the Land;
provided, however, that the Extended Maturity Date of the Loan shall be
extended for the period reasonably necessary for Borrower to file and
complete an action for specific performance.

16. DEFINED TERMS. Capitalized terms used, but not defined
herein, shall have the meaning provided for such terms in the Option To
Purchase or the Agreement of Purchase And Sale of Real Property And Escrow
Instructions, as the case may be.

17. FULL FORCE AND EFFECT. Except as expressly amended by
the Modification Documents, the Loan Documents remain in full force and
effect without amendment.

18. SATISFACTION OF CONDITIONS. The conditions in Section 5
hereof shall be deemed to have been satisfied or waived by Lender's
execution and delivery of this Extension Agreement.

19. COUNTERPARTS. This Extension Agreement may be executed
in multiple counterparts, each of which shall be deemed to be an original
agreement, and all of which shall constitute one such agreement by each of
the parties.

[ continued on next page ]

IN WITNESS WHEREOF, Borrower and Lender have caused this
Extension Agreement to be duly executed as of the date first written above.

BORROWER: WRIGHT-CARLYLE PARTNERS,
a California general partnership

By: Carlyle Real Estate Limited Partnership-IX,
an Illinois limited partnership,
General Partner

By: JMB Realty Corporation,
a Delaware corporation,
General Partner

By: Julie A. Strocchia
Name:Julie A. Strocchia
(Print)

Title: Vice President

[continued on next page]

BORROWER: WRIGHT-CARLYLE PARTNERS, (cont.)

By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner

By: Wright Runstad Associates Limited Partnership, a
Washington limited partnership,
General Partner

By: Wright Runstad & Company,
a Washington corporation,
General Partner

By: Scott Price
Name: Scott Price
(Print)
Title: Vice President

[continue on next page]

LENDER: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation

By: Carol Weiss
Its: Vice President

DESCRIPTION

PARCEL A:

LOT 2 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND
43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT ALL OIL, GAS, MINERALS AND ALL OIL, GAS, MINERALS AND HYDROCARBON
SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF OF SAID
LAND, BUT NO RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND, AS GRANTED TO
MORRISET, INCORPORATED, A CALIFORNIA CORPORATION, IN DEED RECORDED MARCH 5,
1968 AS INSTRUMENT NO. 2630 IN BOOK D-3931 PAGE 136, OFFICIAL RECORDS.

PARCEL B:

SUB-PARCEL 1:

EASEMENTS OVER LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES
42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FOR
MAINTAINING ANY PRESENTLY EXISTING ENCROACHMENTS OF WALLS AND FOR DRAINAGE
OF IRRIGATION AND RAIN WATER AS DESCRIBED IN PARAGRAPHS 3, 8 AND 5
RESPECTIVELY OF THE DECLARATION AND AGREEMENT OF RESTRICTIONS AND
RECIPROCAL EASEMENTS, DATED JANUARY 28, 1977 AND RECORDED IN THE OFFICIAL
RECORDS OF LOS ANGELES COUNTY, CALIFORNIA ON FEBRUARY 8, 1977 AS INSTRUMENT
NO. 77-135299, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO DECLARATION
AND AGREEMENT OF RESTRICTIONS AND RECIPROCAL EASEMENTS DATED AS OF MAY 18,
1978, WHICH WAS RECORDED IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA, ON MAY 30,1978 AS INSTRUMENT NO. 78-576850.

SUB-PARCEL 2:

AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND RECONSTRUCT A PEDESTRIAN
BRIDGE AND FOR PEDESTRIAN INGRESS AND EGRESS PURPOSES OVER A STRIP OF LAND,
DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849
PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, INCLUDED WITHIN A STRIP OF LAND 24.00 FEET WIDE AND LYING 12 FEET
ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 12.47 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 00
DEGREES 17 MINUTES 00 SECONDS EAST 122.60 FEET.

DESCRIPTION

EXCEPT THAT PORTION OF SAID LOT 1 LYING BELOW AN ELEVATION OF 180.00 FEET
BASED ON THE U.S.G.S. DATUM, EFFECTIVE JULY 1, 1925, BY ORDINANCE NO. 52222
OF THE CITY OF LOS ANGELES. ALSO EXCEPTING THAT PORTION OF LOT 1, LYING
ABOVE AN ELEVATION OF 210.00 FEET BASED ON U.S.G.S. DATUM.

SUB-PARCEL 3:

AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND RECONSTRUCT A PEDESTRIAN
BRIDGE AND FOR PEDESTRIAN INGRESS AND EGRESS PURPOSES OVER A STRIP OF LAND,
DESCRIBED AS FOLLOWS:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE OF THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 163.00 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0
DEGREES 17 MINUTES 00 SECONDS EAST 10.00 FEET.

EXCEPT THAT PORTION OF SAID LOT 1, LYING BELOW AN ELEVATION OF 180.00 FEET
BASED ON THE U.S.G.S. DATUM, EFFECTIVE JULY 1, 1925, BY ORDINANCE NO. 52222
OF THE CITY OF LOS ANGELES.

ALSO EXCEPTING THAT PORTION OF SAID LOT 1, LYING ABOVE AN ELEVATION OF
210.00 FEET BASED ON SAID U.S.G.S. DATUM.

SUB-PARCEL 4:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS PURPOSES, AND ALSO FOR THE
PURPOSE OF PROVIDING ACCESS TO LOADING AREAS, TRASH ROOM, COOLING TOWER,
BOILER ROOMS, ELECTRICAL AND EQUIPMENT VAULTS, LAND OTHER MECHANICAL AND
STORAGE AREAS AS TO THE MEDICAL OFFICE BUILDINGS; ALSO FOR PROVIDING EXISTS
FROM THE MEDICAL OFFICE BUILDINGS AS MAY BE REQUIRED TO SATISFY BUILDING
CODES OF THE CITY OF LOS ANGELES; AND FOR PROVIDING TRUCK LOADING SPACES
FOR THE MEDICAL OFFICE BUILDING OVER A PARCEL OF LAND DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE OF SAID LOT 1, NORTH 01 DEGREES 02 MINUTES 35 SECONDS
EAST 58.60 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 20.00 FEET; THENCE
PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID

DESCRIPTION

LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00
SECONDS EAST 164.2 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.79
FEET TO THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND
DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE
ALONG SAID SOUTHERLY LINE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 1.83
FEET, SOUTH 71 DEGREES 39 MINUTES 00 SECONDS WEST 85.48 FEET, SOUTH 0
DEGREES 17 MINUTES 00 SECONDS WEST 10.36 FEET TO THE INTERSECTION WITH A
LINE WHICH IS PARALLEL WITH AND DISTANCE NORTHERLY 2.76 FEET, MEASURED AT
RIGHT ANGLES, FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1,
WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 89 DEGREES 43
MINUTES 00 SECONDS WEST 123.51 FEET; THENCE SOUTH 57 DEGREES 17 MINUTES 00
SECONDS WEST 5.07 FEET TO A POINT IN LAST MENTIONED CERTAIN COURSE; THENCE
ALONG SAID SOUTHERLY LINE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 42.16
FEET, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 47.69 FEET; THENCE LEAVING
SAID SOUTHERLY LINE NORTH 73 DEGREES 17 MINUTES 00 SECONDS EAST 7.22 FEET;
THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 18.00 FEET; THENCE SOUTH
89 DEGREES 43 MINUTES 00 SECONDS EAST 194.10 FEET; THENCE SOUTH 44 DEGREES
43 MINUTES 00 SECONDS EAST 13.01 FEET TO THE INTERSECTION WITH A LINE WHICH
IS PARALLEL WITH AND DISTANT NORTHERLY 58.60 FEET FROM THAT CERTAIN COURSE
IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH
89 DEGREES 43 MINUTES 00 SECONDS EAST 164.28 FEET; THENCE ALONG SAID
PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 205.78 FEET TO
THE POINT OF BEGINNING.

SUB-PARCEL 5:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF MAINTAINING AN OPEN SPACE
UNOBSTRUCTED FROM GROUND TO SKY BETWEEN THE EXISTING CEDARS-SINAI MEDICAL
CENTER FACILITIES AND THE NEW MEDICAL OFFICE TOWERS. SAID OPEN SPACE TO BE
MAINTAINED FREE AND CLEAR OF ALL OBSTRUCTIONS FORM THE GROUND UP, EXCEPT
FOR A BRIDGE BETWEEN THE EXISTING MEDICAL CENTER AND THE NEW OFFICE TOWERS,
DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAY RECORDED IN BOOK 849
PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE OF SAID LOT 1, NORTH 01 DEGREES 02 MINUTES 35 SECONDS
EAST 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 21.40 FEET; THENCE
PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1,
HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EAST 164.28 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.79 FEET
TO THAT CERTAIN COURSE ON SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE
OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE ALONG SAID
SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 1.83 FEET, SOUTH
71 DEGREES 39 MINUTES 00 SECONDS WEST 85.48

DESCRIPTION

FEET, SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 13.12 FEET, NORTH 89
DEGREES 43 MINUTES 00 SECONDS WEST 169.92 FEET, NORTH 0 DEGREES 17 MINUTES
00 SECONDS EAST 60.00 FEET TO THE INTERSECTION WITH A LINE WHICH IS
PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES
FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A
BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92
FEET; THENCE ALONG SAID PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00
SECONDS EAST 416.00 FEET TO THE POINT OF BEGINNING.

SUB-PARCEL 6:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING
PEDESTRIAN INGRESS AND EGRESS AND FOR THE PURPOSE OF MAINTAINING LEGAL
EXISTS TO AND FROM THE MEDICAL OFFICE BUILDING CONSTRUCTED ON LOT 2 OF
TRACT NO. 29854 AND ALSO FOR THE PURPOSE OF MAINTAINING OPEN SPACE
UNOBSTRUCTED FROM GROUND TO SKY BETWEEN THE EXISTING CEDARS-SINAI MEDICAL
CENTER FACILITIES AND THE MEDICAL OFFICE BUILDING, SAID OPEN SPACE TO BE
MAINTAINED FREE AND CLEAR OF ALL OBSTRUCTIONS FROM THE GROUND UP, EXCEPT
FOR A BRIDGE BETWEEN THE EXISTING MEDICAL CENTER AND THE SAID OFFICE
BUILDING DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
SOUTHERLY LINE OF SAID LOT 1, SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST
163.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES
00 SECONDS EAST 8.11 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS
WEST 130.70 FEET; THENCE SOUTH 62 DEGREES 53 MINUTES 33 SECONDS WEST 6.76
FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 26.36 FEET TO THE
MOST WESTERLY LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY LINE SOUTH 0
DEGREES 28 MINUTES 45 SECONDS EAST 5.00 FEET TO THE POINT OF BEGINNING.

EXCEPT THOSE AREAS OF THIS PARCEL OCCUPIED BY THREE EXISTING CONCRETE
COLUMNS.

SUB-PARCEL 7:

A PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES
42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
INCLUDED WITHIN A STRIP OF LAND 2.10 FEET WIDE AND 169.92 FEET LONG, THE
SOUTHERLY LINE OF SAID STRIP OF LAND DESCRIBED AS FOLLOWS:

DESCRIPTION

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID CERTAIN COURSE NORTH
89 DEGREES 43 MINUTES 00 SECONDS WEST 169.92 FEET.

THE SIDELINES OF SAID 2.10 FOOT WIDE STRIP OF LAND ARE TO BE PROLONGED OR
SHORTENED SO AS TO BEGIN IN THAT CERTAIN COURSE IN SAID SOUTHERLY LINE
HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST
13.12 FEET, AND SO AS TO END IN THAT CERTAIN COURSE IN SAID SOUTHERLY LINE
HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST
112.60 FEET.

SUB-PARCEL 8:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING
PEDESTRIAN INGRESS AND EGRESS FOR THE PURPOSE OF INSTALLING AN UNDERGROUND
PIPE AND FILLER CONNECTED TO AN UNDERGROUND FUEL TANKS AND FOR VEHICULAR
ACCESS FOR FILLING AND MAINTAINING FUEL TANKS AND FOR THE PURPOSE OF
MAINTAINING LEGAL EXISTS TO AND FROM THE MEDICAL OFFICE BUILDING
CONSTRUCTED ON LOT 2 OF TRACT NO. 29854, DESCRIBED AS FOLLOWS:

A PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGLES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42
AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE OF SAID LOT 1, NORTH 01 DEGREES 02 MINUTES 35 SECONDS
EAST 36.30 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE, SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 10.00 FEET TO A POINT;
THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT
1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EAST 164.28 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.63 FEET
TO THAT CERTAIN COURSE IN SAID SOUTHERLY LINE, HAVING A BEARING AND
DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE
ALONG SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 10.00
FEET TO THE INTERSECTION WITH A LINE PARALLEL WITH AND DISTANT NORTHERLY
36.30 FEET, MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE IN SAID
SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES
00 SECONDS EAST 164.28 FEET; THENCE ALONG SAID PARALLEL LINE, SOUTH 89
DEGREES 43 MINUTES 00 SECONDS EAST 164.76 FEET TO THE TRUE POINT OF
BEGINNING.

SUB-PARCEL 9:

AN EASEMENT FOR INGRESS AND EGRESS OVER A PORTION OF LOT 1, TRACT NO.
29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

DESCRIPTION

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE 58.60 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG
SAID EASTERLY LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 20.00 FEET;
THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT
1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EAST 164.28 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 207.72
FEET; THENCE SOUTH 77 DEGREES 31 MINUTES 88 SECONDS WEST 71.77 FEET; THENCE
SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 20.00 FEET TO THE INTERSECTION
WITH A LINE PARALLEL WITH AND DISTANT NORTHERLY 2.76 FEET, MEASURED AT
RIGHT ANGLES, FROM THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A
BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92
FEET; THENCE ALONG SAID PARALLEL LINE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 80.00 FEET; THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST
55.84 FEET TO THE INTERSECTION WITH A LINE PARALLEL TO AND DISTANT
NORTHERLY 58.60 FEET, MEASURED AT RIGHT ANGLES, FROM THAT CERTAIN COURSE IN
SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE SOUTH
89 DEGREES 43 MINUTES 00 SECONDS EAST 357.99 FEET TO THE POINT OF
BEGINNING.

EXCEPT THAT PORTION OF THIS DESCRIPTION WHICH LIES IN LOT 2 OF SAID TRACT
NO. 29854.

SUB-PARCEL 10:

AN EASEMENT TO CONSTRUCT, RECONSTRUCT AND MAINTAIN AN ELECTRICAL
TRANSFORMER VAULT SERVING THE MEDICAL OFFICE BUILDING AND TO LOCATE NEW
DOORS AND OPENINGS IN THE EXISTING PERIMETER RETAINING WALL AND ALSO, FOR
THE PURPOSE OF INGRESS AND EGRESS DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, INCLUDED WITHIN A STRIP OF LAND 44.00 FEET WIDE AND LYING 22.00
FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 71.93 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0
DEGREES 17 MINUTES 00 SECONDS EAST 2.76 FEET.

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a partner of Wright-Carlyle Partners, a general
partnership which holds title to the Cedars-Sinai Medical Office Complex in
Los Angeles, California. The developer of the property is a partner in the
joint venture. Reference is made to Note 3 for a description of the terms of
the partnership agreement. The Partnership's interest in the foregoing joint
venture partnership and the results of their operations are included in the
Consolidated Financial Statements of the Partnership filed with this annual
report.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - IX, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1995, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.

H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer

GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

EXHIBIT 24

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.

NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm

JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin

A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks

STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
A. Lee Sacks

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000310812
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - IX

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995

<CASH> 4,313,536
<SECURITIES> 0
<RECEIVABLES> 146,178
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,459,714
<PP&E> 34,595,424
<DEPRECIATION> 17,174,158
<TOTAL-ASSETS> 57,579,352
<CURRENT-LIABILITIES> 83,719,319
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (26,673,777)
<TOTAL-LIABILITY-AND-EQUITY> 57,579,352
<SALES> 15,063,181
<TOTAL-REVENUES> 15,358,766
<CGS> 0
<TOTAL-COSTS> 7,587,402
<OTHER-EXPENSES> 95,020
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,567,840
<INCOME-PRETAX> 108,504
<INCOME-TAX> 0
<INCOME-CONTINUING> 101,705
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 101,705
<EPS-PRIMARY> 1.78
<EPS-DILUTED> 1.78

</TABLE>