CARLYLE REAL ESTATE LTD PARTNERSHIP IX
10-K405/A, 1998-04-29
REAL ESTATE
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              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                        FORM 10-K405/A

                        AMENDMENT NO. 1


       Filed pursuant to Section 12, 13, or 15(d) of the
                Securities Exchange Act of 1934



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


                                            IRS Employer Identification    

Commission File No. 0-9484                       No. 36-2875190


     The undersigned registrant hereby amends the following sections of its
Report for the year ended December 31, 1997 on Form 10-K405 as set forth in
the pages attached hereto:

                           PART III

   Item 12.  Security Ownership of Certain Beneficial Owners
                   and Management.  Page 33.



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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



Dated:  April 24, 1998



<PAGE>


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

     (a)  The following owned, or may be deemed to have owned, beneficially more than 5% of the outstanding
Interests of the Partnership immediately prior to its termination.

                          NAME OF                    AMOUNT AND NATURE
                          BENEFICIAL                 OF BENEFICIAL         PERCENT
TITLE OF CLASS            OWNER                      OWNERSHIP             OF CLASS 
- --------------            ----------                 -----------------     --------
<S>                       <C>                        <C>                   <C>

Limited Partnership       Liquidity Fund X (1)       7 Interests           Less than
Interests                                            directly (2)          1%

Limited Partnership       Liquidity Fund XIII (1)    173 Interests         Less than
Interests                                            directly (2)          1%

Limited Partnership       Liquidity Fund XIV (1)     245 Interests         Less than
Interests                                            directly (2)          1%

Limited Partnership       Liquidity Fund XV (1)      78 Interests          Less than
Interests                                            directly (2)          1%

Limited Partnership       Liquidity Fund XVI (1)     276 Interests         Less than
Interests                                            directly (2)          1%

Limited Partnership       Liquidity Fund 32, L.P. (1)105 Interests         Less than
Interests                                            directly (2)          1%

Limited Partnership       Liquidity Fund Growth      780 Interests         1.4%
Interests                 Plus Partners (1)          directly (2)

Limited Partnership       Liquidity Fund Income      584 Interests         1.1%
Interests                 Growth '89 (1)             directly (2)

Limited Partnership       Liquidity Fund Strategic   211 Interests         Less than
Interests                 Appreciation Investors (1) directly (2)          1%

Limited Partnership       Liquidity Fund Income-     502.5 Interests       Less than
Interests                 Growth Investors (1)       directly (2)          1%

Limited Partnership       Liquidity Fund 53 (1)      1,166.25 Interests    2.1%
Interests                                            directly (2)          

Limited Partnership       LF 65, L.P. (1)            113 Interests         Less than
Interests                                            directly (2)          1%

                                              33


<PAGE>


                          NAME OF                    AMOUNT AND NATURE
                          BENEFICIAL                 OF BENEFICIAL         PERCENT
TITLE OF CLASS            OWNER                      OWNERSHIP             OF CLASS 
- --------------            ----------                 -----------------     --------

Limited Partnership       Liquidity Financial        4,240.75 Interests    7.7%
Interests                 Group, L.P. (1)            indirectly (3)        

Limited Partnership       Liquidity Financial        4,240.75 Interests    7.7%
Interests                 Corporation (1)            indirectly (3)        

<FN>

     (1)  The address of each beneficial owner listed in this subsection (a) is 1900 Powell Street, Suite 730,
Emeryville, California 94608.

     (2)  Each entity referenced by this note (2) has reported that it had sole voting and dispositive power with
respect to the Interests that it owns directly as shown in the above table in this subsection (a).  However,
voting and dispositive power was exercised on behalf of each such entity by its general partner, Liquidity
Financial Group, L.P.  The general partner of Liquidity Financial Group, L.P. is Liquidity Financial Corporation. 
Because of their affiliations, all beneficial owners identified in this subsection (a) may be deemed to have been
members of a group with shared voting and dispositive power with respect to the aggregate 4,240.75 Interests
(7.7%) beneficially owned by them.  See note (3) of this subsection (a).  The exercise of voting power with
respect to any Interests was subject to the terms and conditions of the Partnership Agreement of the Partnership.

     (3)  Includes the aggregate 4,240.75 Interests owned directly by the entities referenced by note (2) in this
subsection (a).  Liquidity Financial Group, L.P. is the general partner of each such entity and exercises voting
and dispositive power on behalf of each such entity. Liquidity Financial Corporation is the general partner of
Liquidity Financial Group, L.P.  As such, Liquidity Financial Group, L.P. and Liquidity Financial Corporation may
be deemed to have had shared voting and dispositive power with respect to the aggregate 4,240.75 Interests owned
by such entities.  Reference is made to note (2) in this subsection (a).

</TABLE>


















                                             33-A


<PAGE>


<TABLE>
<CAPTION>
     (b)  The Corporate General Partner, its officers and directors and the Associate General Partner owned the
following Interests of the Partnership immediately prior to its termination:

                          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 possessed a right to acquire
beneficial ownership of Interests of the Partnership.

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

     (c)  There existed no arrangement, known to the Partnership, the operation of which would have resulted in a
change in control of the Partnership.

</TABLE>























                                             33-B


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