CARLYLE REAL ESTATE LTD PARTNERSHIP X, 10-K405, 1996-04-01

CARLYLE REAL ESTATE LTD PARTNERSHIP X
10-K405, 1996-04-01
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 no. 0-9726

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

Illinois 36-3057941
(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 . . . . . . . . . . . 8

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

PART II

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

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

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . 14

Item 8. Financial Statements and Supplementary Data19

Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure. . . . . . . . . . 49

PART III

Item 10. Directors and Executive Officers of the
Partnership . . . . . . . . . . . . . . 49

Item 11. Executive Compensation. . . . . . . . . 52

Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . 53

Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . 54

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . 54

SIGNATURES . . . . . . . . . . . . . . . . . . . . 56

PART I

ITEM 1. BUSINESS

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

The registrant, Carlyle Real Estate Limited Partnership - X (the
"Partnership"), is a limited partnership formed in 1979 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 $82,500,000 in Limited Partnership
Interests (the "Interests") commencing in May 1980 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-66350), which offering was increased by $17,500,000
pursuant to a new Registration Statement (No. 2-69818). A total of 100,000
Interests were sold to the public at $1,000 per Interest. The offering
closed in February 1981. No Limited Partner has made any additional
capital contribution after such date. The Limited Partners of the
Partnership share in their portion of the benefits of ownership of the
Partnership's real property investments according to the number of
Interests held.

The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's real property
investments are located throughout the nation and it has no real estate
investments located outside of the United States. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2030. 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
marketplaces in which the portfolio operates and real estate markets in
general are in a recovery mode. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable and to wind up its affairs not later than December
31, 1999, barring any unforeseen economic developments. (Reference is also
made to Note 1.)

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

<TABLE>
<CAPTION>
Sale or Disposal 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. Lone Pine/Bloomfield
Office Center
Bloomfield Hills,
Michigan . . . 75,300 8-13-80 6-30-86 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)

2. Graystone Office/
Warehouse
Dallas, Texas. 97,000 8-13-80 7-4-89 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
3. Windmill Park
Apartments
Midland, Texas 228 units 6-12-80 9-23-92 fee ownership of land and
improvements (through joint
venture partnership)
4. Park Place Towers
Office Center
Birmingham,
Alabama. . . . 305,900 7-14-80 6-13-91 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership) (d)
5. Centroplex Office
Building
White Plains,
New York . . . 412,000 8-1-80 7-10-91 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
6. Sunrise Mall
Brownsville,
Texas. . . . . 311,000 9-1-80 8.55% fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
(d)(g)
7. Summit North
Apartments
Atlanta,
Georgia. . . . 250 units 9-17-80 6-16-83 fee ownership of land and
improvements (through joint
venture partnership)

Sale or Disposal 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)
- ---------------------- ---- ------------------------------ ----------------------

8. Holly Pond
Office Center
Stamford,
Connecticut. . 64,000 12-17-80 1.61% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
(d)(i)
9. Main Place
Apartments
Mesa, Arizona. 336 units 11-27-80 6-27-90 fee ownership of land and
improvements (through joint
venture partnership)
10. Garret Mountain
Office Center
West Paterson,
New Jersey . . 122,400 10-29-80 1-25-95 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)(d)(h)
11. Washington Office
Building
Washington, DC 260,000 12-18-80 9-30-88 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
12. Double Tree Apartments
El Paso, Texas 284 units 12/17/80 3-18-93 fee ownership of land and
improvements (c)
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) (d)(h)
14. Union Plaza
Office Building
Oklahoma City,
Oklahoma . . . 250,000 12-31-80 8-31-93 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership) (d)(e)
15. Seattle Arcade
Office Building
Seattle,
Washington . . 90,000 12-30-80 8-8-83 fee ownership of land and
sq.ft. improvements
n.r.a.

16. Westwood Plaza
Shopping Center
Westwood,
New Jersey . . 174,000 12-17-80 8-22-88 fee ownership of land and
sq.ft. improvements and ground
g.l.a. leasehold interest in land
(through joint venture
partnership)
17. Silvermine
Apartments
Victoria,
Texas. . . . . 216 units 12-19-80 11-29-94 fee ownership of land and
improvements (through joint
venture partnership)
(c)(d)
18. Sunset Limited
Apartments
Harris County,
Texas. . . . . 288 units 2-6-81 6-5-90 fee ownership of land and
improvements
19. Highpoint Shopping
Center
Harris County,
Texas. . . . . 21,000 2-6-81 2-5-91 fee ownership of land and
sq.ft. improvements
g.l.a.
20. Greenway Towers
Office Building
Dallas, Texas. 185,700 6-30-81 5% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership) (d)
21. First Interstate
Center
Seattle,
Washington . . 893,000 12-29-82 12-15-95 fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partner-
ship) (d)(h)

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

(a) The computation of this percentage for properties 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 for the current outstanding principal
balances and a description of the long-term mortgage indebtedness secured
by the Partnership's real property investments.

(c) This property has been sold. Reference is made to Note 7 for a
description of the sale of such real property investment.

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

(e) The lender concluded proceedings to realize upon its security and
took title to the property on August 31, 1993. Reference is made to Note
4(b)(3).

(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.

(h) The Partnership sold its interest in this property. Reference is
made to Notes 3(b), 7(b) and 7(d) for a description of the sale of such
Partnership interest.

(i) During January 1996, the lender realized upon its security and took
title to this property. Reference is made to Note 4(b)(2) for a
description of such disposition by the Partnership.

</TABLE>

On January 25, 1995, the Partnership sold its interest in the Garret
Mountain venture to its venture partner. Reference is made to Note 7(d)
for a further description of the transaction.

On December 1, 1994, the Partnership and an affiliate sold a portion
of their interests in the Carlyle Seattle Venture. The remaining portion
was sold on December 15, 1995. Reference is made to the description of
such transaction in the Partnership's reports on Form 8-K (File No. 0-9726)
dated March 23, 1994 and March 4, 1996, respectively, and hereby
incorporated herein by reference and also to Note 3(b) for a further
description of the transaction.

The Partnership's real property investments are subject to competition
from similar types of properties (including in certain areas properties
owned or advised by affiliates of the General Partner) in the respective
vicinities in which they are located. Such competition is generally for
the retention of existing tenants. Additionally, the Partnership is in
competition for new tenants in markets where significant vacancies are
present. Approximate occupancy levels for the properties are set forth in
the table in Item 2 below to which reference is made. The Partnership
maintains the suitability and competitiveness of its properties in their
markets 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, all of the investment properties held at
December 31, 1995 are adequately insured.

Reference is made to Note 8 for a schedule of minimum lease payments
to be received in each of the next five years, and in the aggregate
thereafter, under leases in effect at the Partnership's properties as of
December 31, 1995.

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

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

ITEM 2. PROPERTIES

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

The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1995 and 1994 for the Partnership's investment properties owned
during 1995:

<TABLE>

<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. Holly Pond
Office Center
Stamford, Connecticut Financial Ser-
vices/Attorneys 85% 92% 90% 83% 93% 90% 90%90%(a)

2. Sunrise Mall
Brownsville, Texas . Retail 86% 85% 85% 90% 89% 89% 88%87%(b)

3. Garret Mountain
Office Center
West Paterson,
New Jersey . . . . . Utilities/
Food Products 99% 92% 94% 94% N/A N/A N/A N/A

4. Greenway Towers
Office Building
Dallas, Texas. . . . Insurance 90% 89% 90% 94% 92% 86% 92% 91%

5. First Interstate
Center
Seattle, Washington. Financial Services/
Railroads 97% 99% 97% 97% 97% 94% 90% N/A

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

(a) During January 1996, the Lender concluded its proceedings to realize upon its security and took title to
this property. Reference is made to Note 4(b)(2).

(b) Occupancy including temporary tenants is 94%.

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

Reference is made to Item 6, Item 7 and Note 8 for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

</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
1995 and 1994.

PART II

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

As of December 31, 1995, there were 10,397 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 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 distribu-
tions made to the Limited Partners.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

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 . . . . .$ 5,734,107 8,998,039 9,668,173 12,851,389 19,948,609
============ =========== =========== =======================
Operating earnings
(loss). . . . . . . .$ (197,836) (96,843) (3,800,303) (3,056,251) (2,566,748)
Partnership's share
of operations of
unconsolidated
ventures. . . . . . . (1,875,002) (563,775) (429,451) 3,012,015 (970,190)
Venture partners'
share of ventures'
operations. . . . . . 635 10,250 522,333 (2,633,434) 65,794
------------- ------------ ------------------------ -----------
Net operating
earnings (loss) . . . (2,072,203) (650,368) (3,707,421) (2,677,670) (3,471,144)
Gain (loss) on sale
or disposition of
investment proper-
ties or interest in
investment properties,
net . . . . . . . . . 7,065,757 11,122,225 10,367,072 (763,877) 16,929,654
------------- ------------ ------------------------ -----------
Net earnings
(loss) before
extraordinary
items . . . . . . . . 4,993,554 10,471,857 6,659,651 (3,441,547) 13,458,510
Extraordinary
items, net. . . . . . -- (146,856) -- 2,411,425 (816,125)
------------- ------------ ------------------------ -----------
Net earnings
(loss) . . . .$ 4,993,554 10,325,001 6,659,651 (1,030,122) 12,642,385
============= ============ ======================== ===========

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

Net earnings (loss)
per Interest (b):
Net operating
earnings (loss) . .$ (19.89) (6.24) (35.59) (25.70) (33.32)
Gain (loss) on
sale or disposi-
tion of investment
properties, net . . 69.95 110.11 102.63 (7.56) 167.60
Extraordinary
items, net. . . . . -- (1.41) -- 23.87 (8.08)
------------ ----------- ------------------------ -----------

$ 50.06 102.46 67.04 (9.39) 126.20
============ =========== ======================== ===========

Total assets . . . . .$ 28,126,513 49,762,290 45,329,353 66,343,472 68,974,767
Long-term debt . . . .$ 11,510,916 12,391,857 16,530,351 23,234,806 23,551,860
Cash distributions
per Interest (c). . .$ 127.50 39.00 15.00 6.00 119.00
============ =========== ======================== ===========

<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 Interests
outstanding at the end of the period.

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

</TABLE>

Property
- --------

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

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

1991. . . . . . . 87% 5.96
1992. . . . . . . 89% 5.78
1993. . . . . . . 89% 6.11
1994. . . . . . . 90% 6.54
1995. . . . . . . 87% 6.79
<FN>
(1) Average base rent per square foot is based on GLA occupied as of
December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base RentScheduled LeaseLease
b) Significant Tenants Square FeetPer AnnumExpiration DateRenewal Option(s)
------------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

K-Mart 84,180 $266,349 1/2005 N/A
(Department Store)

Beall Brothers 42,000 147,000 1/2000 N/A
(Department Store)

</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of
leases for the next ten years at Sunrise Mall:

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

1996 8 15,964 163,212 8.94%
1997 4 12,400 99,036 5.43%
1998 3 6,450 62,988 3.45%
1999 1 1,054 16,860 .92%
2000 5 48,631 248,652 13.62%
2001 8 36,207 328,680 18.01%
2002 2 3,950 62,868 3.44%
2003 1 878 17,556 .96%
2004 1 5,945 47,556 2.61%
2005 8 105,953 636,324 34.86%
<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

On May 29, 1980, the Partnership commenced an offering of $82,500,000
pursuant to a Registration Statement on Form S-11 under the Securities Act
of 1933, which offering was increased by $17,500,000 by a new Registration
Statement. All Interests were subscribed and issued between May 29, 1980
and February 11, 1981 from which the Partnership received gross proceeds of
$100,000,000.

After deducting selling expenses and other offering costs, the
Partnership had approximately $90,000,000 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 reserves. A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.

At December 31, 1995, 1994 and 1993, the Partnership owned three, five
and six operating properties, respectively. Reference is made to Notes 3
and 6 for a description of agreements which the Partnership has entered
into with sellers or affiliates of sellers of the Partnership's properties
for the operation and management of such properties.

At December 31, 1995, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $14,796,000. Such cash and
cash equivalents are available for capital improvements, distributions to
partners and for working capital requirements. The Partnership and its
consolidated ventures have currently budgeted approximately $215,000 for
tenant improvements and other capital expenditures in 1996. The
Partnership's share of such items and its share of similar items for its
unconsolidated ventures is currently budgeted to be approximately $232,000
in 1996. 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 source of capital for such items described above and for short-
term liquidity is expected to be from the Partnership's working capital.
The Partnership has, effective January 1996, relinquished its interest in
the Holly Pond venture, as discussed below. Additionally, approved tenant
improvements and capital items at the Greenway Tower Office Building are
funded by the first mortgage lender who also participates in operating cash
flow. Reference is made to Note 4(b)(4). The Partnership does not
consider such investments as a short-term source of future liquidity. In
such regard reference is made to the Partnership's specific discussions
below and also to the Partnership's disclosure of certain property lease
expirations in Item 6.

The Partnership's investment properties generally operate in overbuilt
markets which are characterized by lower than normal occupancies and/or
reduced rent levels. Such competitive conditions have resulted in reduced
cash flow or operating deficits at certain of the Partnership's investment
properties.

In May 1994, Carlyle Seattle Associates ("Carlyle Seattle"), a
partnership in which the Partnership owns an interest, executed an
agreement which granted an option to sell its interest in the Wright-
Carlyle Seattle ("First Interstate") venture to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% of Carlyle
Seattle interest between one year and two years after the sale closing
date. On December 1, 1994 (the initial sale transaction closing), Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
in cash (less non-refundable deposits as described above) for 49.95% of its

interest as explained above. The unaffiliated venture partner paid
$5,000,000 in cash for the option of the unaffiliated venture partner to
purchase the remaining 50.05% of Carlyle Seattle's interest in First
Interstate. Additionally, the unaffiliated venture partner loaned Carlyle
Seattle $15,000,000 (bearing interest at a rate of 9% per annum with
accrued interest and unpaid principal due on January 1, 1997) which was
secured by the remaining 50.05% of Carlyle Seattle's interest in First
Interstate. The exercise price for the remaining 50.05% interest was to be
$21,350,000 if the purchase option was exercised on or before December 22,
1995 and increasing 7% per annum thereafter until the termination of the
option period. The $5,000,000 option purchase price and the balance of
unpaid principal and accrued interest on the $15,000,000 Carlyle Seattle
loan could be applied toward the exercise price. In connection with the
sale transaction, the First Interstate joint venture agreement was amended
to cause the joint venture to be converted to a limited partnership in
which Carlyle Seattle was the sole limited partner and the unaffiliated
venture partner was the sole general partner. The Partnership's share of
proceeds from this transaction was approximately $10,754,000. Carlyle
Seattle recognized a gain of $34,583,869 (of which the Partnership's share
was $9,373,572) for financial reporting purposes in 1994 and a gain of
$83,565,440 (of which the Partnership's share was $22,340,642) for Federal
income tax purposes in 1994.

On December 15, 1995, the unaffiliated venture exercised its option to
purchase the Partnership's remaining 50.05% interest in Carlyle Seattle for
$21,350,000. The exercise price was satisfied by applying the $5,000,000
option purchase price paid at the initial closing and applying the balance
of unpaid principal ($15,000,000) and accrued interest ($1,406,250) on the
Carlyle Seattle loan. Therefore, there are no additional cash proceeds
from the sale of Carlyle Seattle's remaining 50.05% interest. As a result
of this transaction, Carlyle Seattle realized a gain on sale of
approximately $21,406,000 for financial reporting purposes of which the
Partnership's share is approximately $5,715,000.

On January 25, 1995, the Partnership sold its interest in Garret
Mountain Office Center Associates I to its venture partner. The sales
price was $300,000, represented by $50,000 in cash at closing and an
interest bearing note for $250,000 originally due February 1, 1997. The
note earned interest at 10% per annum and was payable in monthly payments
of interest only until maturity when the full principal balance was
scheduled to be due. The note provided that at any time on or prior to
April 25, 1995, the venture partner could prepay the note in whole, without
penalty or additional interest, by the payment to the Partnership a
discounted sum of $225,000, together with any accrued but unpaid interest
then owing on the outstanding principal balance of the note on the date of
such discounted prepayment. The venture partner exercised this option on
April 24, 1995, therefore, the sale price was adjusted to $275,000 to
reflect the discounted payment. Reference is made to Note 7(d).

In August, 1990, Holly Pond Associates venture suspended debt service
payments at the Holly Pond Office Center. During January 1996, the lender
finalized proceedings to obtain title to this property. Due to the lender
realizing upon its security in the property, the Partnership will recognize
a net gain for financial reporting and a gain for Federal income tax
purposes in 1996 without any corresponding distributable proceeds.
Reference is made to Note 4(b)(2).

The Partnership is continuing a feasibility study to determine a
financially competitive expansion of Sunrise Mall to accommodate certain
retail tenants who have indicated an interest in possibly opening stores at
the mall. This study will produce a renovation program which is expected
to enhance the marketability of the property and further facilitate the
Partnership's ability to sell the property. The Greenway Tower Office
Building has been incurring significant capital improvement expenditures,
primarily resulting from leasing costs. These deficits are being funded
from its mortgage loan which allows funding for tenant improvements,
leasing commissions, interest advances and capital improvements. As of
December 31, 1995, $1,386,350 remains available for future advances.
Reference is made to Note 4(b)(4).

The Partnership's and its ventures' mortgage obligations are separate
non-recourse loans secured individually by the investment properties and
are not obligations of the entire investment portfolio. Therefore, the
Partnership and its ventures are not personally liable for the payment of
the mortgage indebtedness.

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

As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. In an effort to reduce partnership operating expenses, the
Partnership began making annual rather than quarterly distributions of
available operating cash flow commencing with the 1995 distributions. The
Partnership has also sought additional loan modifications where
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since outside
sources of capital may be limited given the portfolio's current debt
levels. Due to these factors, the Partnership has held its remaining
investment properties longer than originally anticipated in an effort to
maximize the return to the Limited Partners. However, after reviewing the
remaining properties and their competitive marketplace, the General
Partners of the Partnership expect to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable. Therefore, the
affairs of the Partnership are expected to be wound up no later than
December 31, 1999 (sooner if the properties are sold or disposed of in the
near term), barring unforeseen economic developments. Without a dramatic
improvement in market conditions, the Limited Partners will not receive a
full return of their original investment.

RESULTS OF OPERATIONS

The aggregate decrease in cash and cash equivalents and short-term
investments at December 31, 1995 as compared to December 31, 1994 is
primarily due to the $12,155,642 distribution of Silvermine Apartments and
Carlyle Seattle sale proceeds made to the Limited Partners in February
1995. Additionally, $599,970 and $24,999 of operating cash flow was
distributed to the Limited Partners and General Partners, respectively, in
November, 1995. Reference is made to Notes 7(c) and 3(b), respectively.

The decreases in rents and other receivables, investment properties,
accumulated deprecation, deferred expenses, accrued rents receivable,
current portion of long-term debt, accounts payable, tenant security
deposits, long-term debt less current portion and venture partners'
subordinated equity in ventures at December 31, 1995 as compared to
December 31, 1994 are primarily due to the sale of the Partnership's
interest in the Garret Mountain venture in January 1995. Reference is made
to Note 7(d).

The decrease in the asset, investment in unconsolidated ventures, at
equity at December 31, 1995 as compared to December 31, 1994 and the
increase in Partnership's share of operations of unconsolidated ventures
for the year ended December 31, 1995 as compared to the year ended December
31, 1994 are primarily due to Greenway Tower's $1,300,000 provision for
value impairment made as of September 30, 1995 (all of which is allocated
to the Partnership) to reduce the net carrying value of the Greenway Towers
Office Building. Reference is made to Note 3(c).

The increase in accrued interest at December 31, 1995 as compared to
December 31, 1994 is primarily due to the suspension of debt service
payments in 1990 on the mortgage loan secured by the Holly Pond Office
Center. Reference is made to Note 4(b)(2). The increase is partially
offset by a reduction of accrued interest which resulted from the sale of
the Partnership's interest in the Garret Mountain venture in January 1995.
Reference is made to Note 4(b)(5).

The decrease in the liability, investment in unconsolidated ventures,
at equity at December 31, 1995 as compared to December 31, 1994 is
primarily due to the sale of the Partnership's remaining interest in First
Interstate in December 1995. Reference is made to Note 3(b).

The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses, amortization of deferred
expenses and venture partner's share of venture's operations for the year
ended December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to the sale of Silvermine Apartments in November 1994 and the
sale of the Partnership's interest in the Garret Mountain venture in
January 1995. Reference is made to Notes 7(c) and 7(d).

The decreases in rental income, mortgage and other interest,
depreciation, property operating expenses and amortization of deferred
expenses for the years ended December 31, 1994 and 1993 as compared to the
year ended December 31, 1993 are primarily due to the sale of the Double
Tree Apartments in March 1993 and the lender obtaining legal title to the
Union Plaza Office Center in August 1993. Reference is made to Notes
4(b)(1) and 4(b)(3).

The increase in interest income for the year ended December 31, 1995
as compared to the years ended December 31, 1994 and 1993 is primarily the
result of an increase in the average balance of investments in U.S.
Government obligations in 1995. This increase is also due to an increase
in the average rate of interest earned on investments in U.S. Government
obligations in 1995.

The increase in general and administrative for the year ended December
31, 1995 as compared to the years ended December 31, 1994 and 1993 is
primarily due to an increase in reimbursable costs to affiliates of the
General Partners in 1995 and the recognition of certain additional prior
year reimbursable costs to such affiliates. Reference is made to Note 9.

The $785,084 provision for value impairment for 1993 is due to the
Partnership recording a provision for value impairment at the Garret
Mountain office building at December 31, 1993 to reduce the net carrying
value and the related deferred expenses to the outstanding balance of the
related non-recourse financing due to the uncertainty of the Partnership's
ability to recover the net carrying value of the investment property
through future operations or sale. Reference is made to Note 4(b)(5).

The decrease in venture partners' share of ventures' operations for
the year ended December 31, 1994 as compared to the year ended December 31,
1993 is primarily due to the lenders obtaining legal title to the Union
Plaza office building in August, 1993. Reference is made to Note 4(b)(3).

The gain on sale of interest in investment property for the year ended
December 31, 1995 is due to the sale of the Partnership's interest in the
Garret Mountain venture in January 1995 and the sale of the Partnership's
remaining interest in First Interstate in December, 1995. Reference is
made to Notes 7(d) and 3(b). The gain on sale or disposition of
investment properties for 1994 is related to the sales of the Silvermine
Apartments and a portion of the Partnership's interest in First Interstate.

Reference is made to Notes 7(c) and 3(b). The gain on sale or disposition
of investment properties for 1993 is related to the sales of the Double
Tree Apartment Complex and the Partnership's interest in the Frontier Mall
Venture and to the lenders obtaining legal title to the Union Plaza Office
Building. Reference is made to Notes 7(a), 7(b) and 4(b)(3).

The extraordinary item for 1994 relates to a prepayment penalty and
the amortization of deferred costs related to the retirement of the
mortgage note secured by the Silvermine Apartments upon the sale of the
property. Reference is made to Note 7(c).

INFLATION

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(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 Depreciation III

SCHEDULES NOT FILED:

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

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X:

We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - X (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 - X 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.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 25, 1996

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(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) . . . . . . . . . . . . $ 14,795,994 23,719,647
Short-term investments (note 1). . . . . . . . . . . . . . -- 3,120,977
Rents and other receivables. . . . . . . . . . . . . . . . 257,286 486,909
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . 89,230 58,984
----------- -----------
Total current assets . . . . . . . . . . . . . . . 15,142,510 27,386,517
----------- -----------
Investment properties, at cost (notes 2 and 3) - Schedule III:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,035,308 4,131,489
Buildings and improvements . . . . . . . . . . . . . . . . 23,778,556 33,306,914
----------- -----------
26,813,864 37,438,403
Less accumulated depreciation. . . . . . . . . . . . . . . 15,499,705 18,745,887
----------- -----------
Total investment properties,
net of accumulated depreciation. . . . . . . . . 11,314,159 18,692,516
----------- -----------
Investment in unconsolidated ventures, at equity (note 1). . 1,217,075 2,769,146
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . 81,272 431,095
Accrued rents receivable . . . . . . . . . . . . . . . . . . 371,497 483,016
----------- -----------
$28,126,513 49,762,290
=========== ===========

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(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) . . . . . . . . $ 5,464,428 12,621,045
Accounts payable . . . . . . . . . . . . . . . . . . . . . 323,991 552,291
Accrued interest . . . . . . . . . . . . . . . . . . . . . 3,519,734 3,180,147
Accrued real estate taxes. . . . . . . . . . . . . . . . . 358,207 441,696
----------- -----------
Total current liabilities. . . . . . . . . . . . . 9,666,360 16,795,179
Tenant security deposits . . . . . . . . . . . . . . . . . . 77,818 84,128
Investment in unconsolidated ventures, at equity (note 1). . -- 5,370,037
Long-term debt, less current portion (note 4). . . . . . . . 11,510,916 12,391,857
----------- -----------

Commitments and contingencies (notes 3, 4 and 8)

Total liabilities. . . . . . . . . . . . . . . . . 21,255,094 34,641,201

Venture partners' subordinated equity in ventures (note 3) . 4,849,130 5,311,743
Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses . . . . . . . . . . . . . . . . . (4,483,318) (4,471,087)
Cumulative cash distributions . . . . . . . . . . . . . (959,942) (928,694)
----------- -----------
(5,442,260) (5,398,781)
----------- -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . 90,049,709 90,049,709
Cumulative net losses . . . . . . . . . . . . . . . . . (13,601,461) (18,607,246)
Cumulative cash distributions . . . . . . . . . . . . . (68,983,699) (56,234,336)
----------- -----------
7,464,549 15,208,127
----------- -----------
Total partners' capital accounts . . . . . . . . . 2,022,289 9,809,346
----------- -----------

$28,126,513 49,762,290
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(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. . . . . . . . . . . . . . . $ 4,778,321 8,284,677 8,977,099
Interest income. . . . . . . . . . . . . . 955,786 713,362 691,074
------------ ------------ ------------

5,734,107 8,998,039 9,668,173
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . 1,806,279 3,108,450 4,558,845
Depreciation . . . . . . . . . . . . . . . 621,708 1,173,001 1,826,311
Property operating expenses. . . . . . . . 2,832,486 4,018,407 5,433,301
Professional services. . . . . . . . . . . 300,423 294,686 271,376
Amortization of deferred expenses. . . . . 9,171 207,632 289,712
Management fees to corporate general
partner (note 9) . . . . . . . . . . . . 52,081 41,669 41,669
General and administrative . . . . . . . . 309,795 251,037 262,178
Provision for value impairment (note 4(b)(5)) -- -- 785,084
------------ ------------ ------------
5,931,943 9,094,882 13,468,476
------------ ------------ ------------

Operating earnings (loss) . . . . . . . (197,836) (96,843) (3,800,303)

Partnership's share of operations of
unconsolidated ventures
(notes 1, 3 and 10). . . . . . . . . . . . (1,875,002) (563,775) (429,451)
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . 635 10,250 522,333
------------ ------------ ------------

Net operating earnings (loss) . . . . . (2,072,203) (650,368) (3,707,421)

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1995 1994 1993
------------ ------------ ------------

Gain on sale or disposition of
investment properties or interest in
investment property, net of venture
partner's gain of $1,297,406
in 1994 and $2,048,668 in 1993
(notes 4(b) and 7) . . . . . . . . . . . . 7,065,757 11,122,225 10,367,072
------------ ------------ ------------

Net earnings (loss) before
extraordinary items . . . . . . . . . 4,993,554 10,471,857 6,659,651

Extraordinary item, net of
venture partners' share of
$146,856 (note 7(c)). . . . . . . . . -- (146,856) --
------------ ------------ ------------

Net earnings (loss) . . . . . . . . . . $ 4,993,554 10,325,001 6,659,651
============ ============ ============

Net earnings (loss) per
limited partnership
interest (note 1):
Net operating earnings (loss) . . . $ (19.89) (6.24) (35.59)
Gain on sale or disposi-
tion of investment
properties, net . . . . . . . . . 69.95 110.11 102.63
Extraordinary item,
net . . . . . . . . . . . . . . . -- (1.41) --
------------ ------------ ------------

$ 50.06 102.46 67.04
============ ============ ============

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

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(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
------------------------------------------------ ---------------------------------------------------
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(4,505,794) (878,692) (5,383,486) 90,049,709 (35,557,191)(50,834,110) 3,658,408

Net earnings
(loss)
(note 5). . -- (44,626) -- (44,626) -- 6,704,277 -- 6,704,277
Cash distribu-
tions ($15.00
per limited
partnership
interest) . -- -- (25,001) (25,001) -- -- (1,500,075)(1,500,075)
----------------- -------- ---------- ---------- ----------- ----------------------
Balance
(deficit)
December 31,
1993. . . . 1,000 (4,550,420) (903,693) (5,453,113) 90,049,709 (28,852,914)(52,334,185)8,862,610

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

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

GENERAL PARTNERS LIMITED PARTNERS
------------------------------------------------ ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------------------------------- ----------- -----------------------------------
Net earnings
(note 5). . -- 79,333 -- 79,333 -- 10,245,668 -- 10,245,668
Cash distribu-
tions ($39.00
per limited
partnership
interest) . -- -- (25,001) (25,001) -- -- (3,900,151)(3,900,151)
----------------- -------- ---------- ---------- ----------- ----------------------
Balance
(deficit)
December 31,
1994. . . . 1,000 (4,471,087) (928,694) (5,398,781) 90,049,709 (18,607,246)(56,234,336)15,208,127

Net earnings
(loss)
(note 5). . -- (12,231) -- (12,231) -- 5,005,785 -- 5,005,785
Cash distribu-
tions ($127.50
per limited
partnership
interest) . -- -- (31,248) (31,248) -- -- (12,749,363)(12,749,363)
----------------- -------- ---------- ---------- ----------- ----------------------
Balance
(deficit)
December 31,
1995. . . . $1,000 (4,483,318) (959,942) (5,442,260) 90,049,709 (13,601,461)(68,983,699)7,464,549
================= ======== ========== ========== =========== ======================

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

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(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 flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . $ 4,993,554 10,325,001 6,659,651
Items not requiring (providing) cash
or cash equivalents:
Depreciation . . . . . . . . . . . . . . . 621,708 1,173,001 1,826,311
Amortization of deferred expenses. . . . . 9,171 207,632 289,712
Extraordinary item, net of venture partners'
share (notes 4(b)(3) and 7(a)) . . . . . -- 146,856 --
Long-term debt - deferred accrued interest -- -- 420,883
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . 1,875,002 563,775 429,451
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . (635) (10,250) (522,333)
Provision for value impairment . . . . . . -- -- 785,084
Gain on sale or disposition of
investment properties, net of venture
partner's share (notes 4(b) and 7) . . . (7,065,757) (11,122,225) (10,367,072)
Changes in:
Rents and other receivables. . . . . . . . (27,887) (113,103) 163,048
Escrow deposits. . . . . . . . . . . . . . (54,716) 149,379 215,393
Accrued rents receivable . . . . . . . . . (15,558) (91,667) (88,501)
Accounts payable . . . . . . . . . . . . . (27,667) (143,608) 24,074
Accrued interest . . . . . . . . . . . . . 633,023 810,180 691,323
Accrued real estate taxes. . . . . . . . . (83,489) (417,870) 43,311
Tenant security deposits . . . . . . . . . 59,018 (38,559) (69,481)
----------- ----------- -----------
Net cash provided by
operating activities . . . . . . . 915,767 1,438,542 500,854
----------- ----------- -----------

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994 1993
----------- ----------- -----------

Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments . . . . . . . . . . 3,120,977 14,483,890 (4,143,403)
Additions to investment properties . . . . . (237,719) (546,394) (570,823)
Cash proceeds from sale of investment
properties, net of selling expenses. . . . 50,000 1,631,512 4,330,607
Cash proceeds from prepayment of note
receivable (note 7(d)) . . . . . . . . . . 225,000 -- --
Partnership's distributions from
unconsolidated ventures. . . . . . . . . . 22,500 11,058,159 353,633
Writeoff of deferred expenses. . . . . . . . 85,835 -- --
Payment of deferred expenses . . . . . . . . (81,272) (187,521) (200,019)
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . 3,185,321 26,439,646 (230,005)
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . (244,130) (343,606) (313,424)
Venture partner's contributions to venture . -- 31,302 117,407
Distributions to venture partners. . . . . . -- (578,460) (44,000)
Distributions to limited partners. . . . . . (12,749,363) (3,900,151) (1,500,075)
Distributions to general partners. . . . . . (31,248) (25,001) (25,001)
----------- ----------- -----------
Net cash used in
financing activities . . . . . . . (13,024,741) (4,815,916) (1,765,093)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . (8,923,653) 23,062,272 (1,494,244)

Cash and cash equivalents,
beginning of year. . . . . . . . . 23,719,647 657,375 2,151,619
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . $14,795,994 23,719,647 657,375
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . $ 1,173,256 2,298,270 1,876,197
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994 1993
----------- ----------- -----------

Non-cash investing and financing activities:
Disposition of investment properties (note 4(b)):
Balance due on long-term debt canceled . $ -- -- 18,556,048
Balance due on long-term debt -
deferred accrued interest canceled . . -- -- 1,151,206
Accrued interest expense on accelerated
long-term debt . . . . . . . . . . . . -- -- 2,774,579
Reduction of investment properties . . . -- -- (15,510,251)
Reduction of deferred expenses . . . . . -- -- (279,694)
----------- ----------- -----------
Non-cash gain recognized due to
lender realizing upon security . $ -- -- 6,691,888
=========== =========== ===========
Sale of investment properties (note 7):
Total sales proceeds, net of
selling expenses . . . . . . . . . . . $ -- 5,610,644 13,152,621
Prepayment penalty . . . . . . . . . . . -- (153,865) --
Principal balance due on mortgage payable -- (3,825,267) (8,382,042)
Accrued interest due on mortgage payable -- -- (439,972)
----------- ----------- -----------
Cash proceeds from sale of investment
properties, net of selling expenses $ -- 1,631,512 4,330,607
=========== =========== ===========
Sale of interest in investment property
(notes 4 and 7(d)):
Gain on sale of interest in investment property$ 1,350,289 -- --
Basis of interest in investment property (1,075,289) -- --
Note receivable (collected in April 1995) (225,000) -- --
----------- ----------- -----------
Cash proceeds from sale of interest
in investment property . . . . . . $ 50,000 -- --
=========== =========== ===========

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

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

The accompanying consolidated financial statements include the
accounts of the Partnership and its ventures (note 3), Holly Pond
Associates ("Holly Pond"), Sunrise Brownsville Associates, Ltd.
("Sunrise"), Garret Mountain Office Center Associates I ("Garret
Mountain"), Victoria Apartments Partnership ("Victoria"), Energy Plaza
Associates Limited Partnership ("Energy Plaza") (note 4(b)(3)) and Greenway
Associates ("Greenway"). 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 interests in Carlyle Seattle
Associates ("Carlyle Seattle"), Carlyle Frontier Associates
("Carlyle/Frontier") (note 7(b)) and Greenway Tower Joint Venture
("Greenway Tower"). Accordingly, the accompanying consolidated financial
statements do not include the accounts of Carlyle Seattle and Carlyle
Seattle's venture, Wright-Carlyle Seattle ("First Interstate"),
Carlyle/Frontier and Carlyle/Frontier's venture, Frontier Mall Associates
or Greenway's venture, Greenway Tower.

The Partnership 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 present 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:

1995 1994
-------------------------------- ------------------------------
TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . $28,126,513 21,192,781 49,762,290 35,923,186
Partners' capital accounts
(deficit) (note 5):
General partners . . . . . (5,442,260) (979,448) (5,398,781) (2,035,241)
Limited partners . . . . . 7,464,549 17,667,759 15,208,127 29,647,531
Net earnings (loss) (note 5):
General partners . . . . . (12,231) 1,087,042 79,333 1,256,988
Limited partners . . . . . 5,005,785 769,592 10,245,668 22,561,974
Net earnings per limited
partnership interest. . . . . 50.06 7.70 102.46 225.63
============ ========== ========== ============

</TABLE>

The net earnings per limited partnership interest is based upon the
Interests outstanding at the end of each period. Deficit capital accounts
will result, through the duration of the Partnership, in net gain for
financial reporting and 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 classification 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. In addition, the Partnership records
amounts held in U.S. Government obligations at cost which approximates
market. For the purposes of these financial statements, the Partnership's
policy is to consider all such amounts held with original maturities of
three months or less ($13,503,187 at December 31, 1995 and $23,385,955 at
December 31, 1994) as cash equivalents with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.

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

Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is 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.

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 Holly Pond investment property was in
default at December 31, 1995 and the lender subsequently realized upon its
security and took title to the property in January 1996 (note 4(b)(2)).
Accordingly, the Partnership considers the computation of SFAS 107 value on
such debt to be impracticable. The remaining debt, with a carrying balance
of $11,778,943, has been calculated to have an SFAS 107 value of
$12,134,226 by discounting the scheduled loan payments to maturity. Due to
restrictions on transferability and prepayment and the inability to obtain
comparable financing due to current levels of debt, previously modified
debt terms or other property specific competitive conditions, the
Partnership would be unable to refinance these properties to obtain such
calculated debt amounts reported. (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 originally acquired, either directly or through joint
ventures (note 3), six apartment complexes, four shopping centers, ten
office buildings and one office/warehouse center. Eighteen properties have
been sold or disposed by the Partnership. All of the Partnership's
remaining property investments were operating at December 31, 1995. In
addition, the Holly Pond investment property was disposed in January 1996
(note 4(b)(2)). The cost of the investment properties represents the total
cost to the Partnership and its ventures plus miscellaneous acquisition
costs.

Depreciation on the operating properties has been provided over the
estimated useful lives of 5 to 30 years using the straight-line method.

Maintenance and repair expenses are charged to operations as incurred.

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

During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets to be held and used whenever their carrying value cannot be
fully recovered through estimated undiscounted future cash flows from
operations and sale. The amount of the impairment loss to be recognized
would be the difference between the long-lived asset's carrying value and
the asset's estimated fair value. Any long-lived assets identified as "to
be disposed of" would no longer be depreciated. Adjustments for impairment
loss would be made in each period as necessary to report these assets at
the lower of carrying value and fair value less costs to sell. In certain
situations, such estimated fair value could be less than the existing non-
recourse debt which is secured by the property. There would be no
assurance that any estimated fair value of these assets would ultimately be
obtained by the Partnership in any future sale or disposition transaction.

Under the current impairment policy, provisions for value impairment
are recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale are less
than the property's net carrying value. The amount of any such impairment
loss recognized by the Partnership is limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness. Accordingly, due to the uncertainty of the
Partnership's ability to recover the net carrying value of the Greenway
Tower Office Building through future operations or sale over its revised
expected holding period, the Greenway Tower venture made a provision for
value impairment of such investment property of $1,300,000 at September 30,
1995 (note 4(b)(4)). An impairment loss under SFAS 121 would be determined
without regard to the nature or the balance of such non-recourse
indebtedness. Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain (comprised of gain on extinguishment of debt and gain or loss on
sale or disposition of property) for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.

The Partnership will adopt SFAS 121 as required in the first quarter
of 1996. Based upon the Partnership's current assessment of the full
impact of adopting SFAS 121, due to the lender taking title to the Holly

Pond Office Center in 1996, it is expected that in the first quarter of
1996 the Partnership will provide a provision for value impairment of
approximately $3,300,000 and an extraordinary gain for extinguishment of
indebtedness of approximately $7,600,000. It is not anticipated that any
other significant provisions for value impairment would be required for the
properties owned by the Partnership or by the Partnership's unconsolidated
venture in the first period of implementation of SFAS 121. In addition,
upon the disposition of an impaired property, the Partnership would
generally recognize more net gain for financial reporting purposes under
SFAS 121 than it would have under the Partnership's current impairment
policy, without regard to the amount, if any, of cash proceeds received by
the Partnership in connection with the disposition. Although
implementation of this new accounting statement could significantly impact
the Partnership's reported earnings, there would be no impact on cash
flows. Further, any such impairment loss would not be recognized for
Federal income tax purposes.

All remaining investment properties are pledged as security for the
long-term debt (note 4), for which there is no recourse to the Partnership.

(3) VENTURE AGREEMENTS

(a) General

The Partnership originally entered into eighteen joint venture
agreements of which the Partnership's interest in fifteen have been sold or
terminated. Pursuant to such venture agreements, the Partnership made
capital contributions aggregating $79,625,550 through December 31, 1995.
Under certain circumstances, either pursuant to the venture agreements or
due to the Partnership's obligations as a general partner, the Partnership
may be required to make additional cash contributions to the ventures.

The venture properties have been financed under various long-term debt
arrangements (note 4).

During 1995, 1994 and 1993, one, two and two, respectively, of the
ventures' properties produced net cash receipts. In addition, the
Partnership generally has preferred positions (related to the Partnership's
cash investment in the ventures) with respect to distribution of sale or
refinancing proceeds from the ventures. In general, operating profits and
losses are shared in the same ratio as net cash receipts; however, if there
are no net cash receipts, substantially all profits or losses are allocated
to the partners in accordance with their respective economic interests.

(b) Carlyle Seattle

On December 1, 1994 and December 15, 1995, Carlyle Seattle sold 49.95%
and 50.05%, respectively, of its interest in First Interstate as described
below.

During 1982, the Partnership acquired, through a joint venture ("First
Interstate") between an affiliated joint venture ("Carlyle Seattle")
described below and the developer, an office building in Seattle,
Washington. Carlyle Seattle is a joint venture between the Partnership and
Carlyle Real Estate Limited Partnership-XII ("C-XII"), an affiliated
partnership sponsored by the Corporate General Partner of the Partnership.
Under the terms of the First Interstate venture agreement, Carlyle Seattle
made initial cash contributions aggregating $30,000,000.

The terms of the Carlyle Seattle venture agreement provided that all
the capital contributions were to be made in the proportion of 26.7% by the
Partnership and 73.3% by C-XII. The initial required contribution by the
Partnership to the Carlyle Seattle venture was $10,125,000. The Carlyle
Seattle venture agreement further provides that all of the venture's share
of First Interstate's annual cash flow, sale or refinancing proceeds,
operating profits and losses, and tax items will be allocated 26.7% to the
Partnership and 73.3% to C-XII.

Prior to the sale transaction, Carlyle Seattle was generally entitled
to receive a preferred distribution (on a cumulative basis) of annual cash
flow equal to 8% of its capital contributions to First Interstate. Cash
flow in excess of this preferred distribution was distributable to the
First Interstate joint venture partner up to the next $400,000 and any
remaining annual cash flow was distributable 50% to Carlyle Seattle and 50%
to the First Interstate joint venture partner. Operating profits or losses
of First Interstate generally were allocated in the same ratio as the
allocation of annual cash flow, however, the joint venture partner was to
be allocated not less than 25% of such profits and losses.

In connection with the sale transaction, the First Interstate Venture
Agreement was amended to convert Carlyle Seattle's remaining general
partnership interest to a limited partnership interest. Additionally, the
amendment states that no profits, income or gain was to be allocable to
Carlyle Seattle except to the extent that Carlyle Seattle received
distributions from First Interstate and operating losses were to be
allocated to the extent of Carlyle Seattle's positive capital account
balance and thereafter at 25.025%. The amended Venture Agreement provided
that any distributions to Carlyle Seattle were subordinate to the joint
venture partner's preferred return (as defined). No distributions were
made to Carlyle Seattle from operations subsequent to the initial sale
transaction. Additionally, effective December 1, 1994 and through the
final disposition date, the equity method of accounting was applied with
respect to Carlyle Seattle's interest in First Interstate as Carlyle
Seattle's interest decreased to less than 50% and was converted to a
limited partnership interest.

In May 1994, Carlyle Seattle executed an agreement which granted an
option to sell its interest in First Interstate to the unaffiliated venture
partner. The agreement provided for the purchase of 49.95% of Carlyle
Seattle's interest by October 17, 1994 (for which Carlyle Seattle received
a non-refundable deposit of $500,000 on June 30, 1994 and which was
subsequently extended until December 22, 1994 with the receipt of an
additional $500,000 on September 22, 1994) with an option for the
unaffiliated venture partner to purchase the remaining 50.05% of Carlyle
Seattle's interest between one year and two years after the sale closing
date. On December 1, 1994 (initial sale transaction closing), Carlyle
Seattle received (from the unaffiliated joint venture partner) $20,276,000
in cash (less non-refundable deposits as described above) for 49.95% of its
interest. The unaffiliated venture partner paid $5,000,000 cash for the
option of the unaffiliated venture partner to purchase the remaining 50.05%
of Carlyle Seattle's interest in First Interstate. Additionally, the
unaffiliated venture partner loaned Carlyle Seattle $15,000,000 (bearing
interest at a rate of 9% per annum with accrued interest and unpaid
principal due on January 1, 1997) which was secured by the remaining 50.05%
of Carlyle Seattle's interest in First Interstate. The exercise price for
the remaining 50.05% interest was to be $21,350,000 if the purchase option
was exercised on or before December 22, 1995 and increasing 7% per annum
thereafter until the termination of the option period. The $5,000,000
option purchase price and the balance of unpaid principal and accrued
interest on the $15,000,000 Carlyle Seattle loan could be applied toward
the exercise price. In connection with the sale transaction, the First
Interstate joint venture agreement was amended to cause the joint venture
to be converted to a limited partnership in which Carlyle Seattle was the
sole limited partner and the unaffiliated venture partner was the sole
general partner. The Partnership's share of proceeds from this transaction

was approximately $10,754,000. Carlyle Seattle recognized a gain of
$34,583,869 (of which the Partnership's share was $9,373,572) for financial
reporting purposes in 1994 and a gain of $83,565,440 (of which the
Partnership's share was $22,340,642) for Federal income tax purposes in
1994.

The office building was managed by an affiliate of the First
Interstate joint venture partner for a fee computed at 2% of base and
percentage rents.

In September 1987, Greenway entered into an agreement with an
additional venture partner to form a new venture, Greenway Tower. The
terms of the Greenway Tower agreement called for contributions of the
property, subject to the original first mortgage loan, plus $525,000 by
Greenway and $525,000 by the additional venture partner. Profits and
losses were allocated 50% to Greenway and 50% to the additional venture
partner. Net cash flow and net sale or refinancing proceeds (as defined)
would have generally be distributed 50% to Greenway and 50% to the
additional venture partner. In October 1992, the Greenway Tower venture
refinanced the outstanding debt secured by the property through a
discounted payment (note 4(b)(4)). Pursuant to the replacement financing,
the Greenway Tower venture agreement was amended to reflect a 45% interest
for Greenway and 55% interest for the additional venture partner.

In conjunction with the formation of Greenway Tower, management
responsibilities were assumed in September 1987 by an affiliate of the
additional venture partner for a fee based on a percentage of gross
receipts.

(d) Park Place

In April 1986, as a result of defaults by the venture partner in its
obligations under the joint venture partnership and related agreements, the
venture partner transferred its interest in the joint venture to the
Partnership and the two individual principals of the venture partner signed
non-interest bearing promissory notes in the aggregate amount of $1,000,000
payable to the joint venture on April 24, 1991. The notes had not been
recorded in the accompanying consolidated financial statements due to the
unlikelihood of their collection. The Partnership obtained judgments
against the makers of the notes aggregating $1,024,000 for which
enforcement was pursued. However, it was unlikely the Partnership would be
able to collect fully upon these judgements as it was uncertain whether
these individuals had sufficient assets to satisfy the judgments in whole
or in part. During 1995, the Partnership received $30,000 and title to a
certain parcel of residential real estate as settlement of such judgements.

The residential real estate is currently being marketed for sale but no
amounts have been reflected in the accompanying consolidated financial
statements due to the uncertainty of their realization.

<TABLE>
(4) LONG-TERM DEBT

(a) Long-term debt of the Partnership and its consolidated ventures consists of the following at
December 31, 1995 and 1994:
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
11-1/2% mortgage note; secured by the Holly Pond
office building in Stamford, Connecticut; payable in
monthly installments of $53,009, (including interest)
subject to call on June 1, 1997 when the remaining
balance was scheduled to be payable; satisfied in
full in 1996 by the lender realizing upon its security
interest in the property; see note 4(b)(2) . . . . . . . . $ 5,196,401 5,196,401

9-3/8% mortgage note; secured by the Sunrise Mall
shopping center in Brownsville, Texas; payable in
monthly installments of $113,415 (including interest)
until January 1, 2001 when the remaining balance of
$10,149,489 is payable . . . . . . . . . . . . . . . . . . 11,778,943 12,023,073

12-5/8% mortgage note; secured by the Garret Mountain
office building in West Paterson, New Jersey;
payable in monthly installments of $81,983
(including interest); assumed in 1995 by the
venture partner at the date of sale of the
Partnership's interest in the Garret Mountain
venture; see note 4(b)(5) . . . . . . . . . . . . . . . . -- 7,108,514

8% second mortgage note; secured by the Garret Mountain
office building in West Paterson, New Jersey;
payable in monthly installments of interest and
monthly principal payments of $1,000 until April 30,
1994 and $6,000 thereafter; assumed in 1995 by the
venture partner at the date of sale of the
Partnership's interest in the Garret Mountain
venture; see note 4(b)(5). . . . . . . . . . . . . . . . . -- 684,914
----------- -----------
Total debt. . . . . . . . . . . . . . . . . . . . . . . 16,975,344 25,012,902
Less current portion of long-term debt. . . . . . . . . 5,464,428 12,621,045
----------- -----------
Total long-term debt. . . . . . . . . . . . . . . . . . $11,510,916 12,391,857
=========== ===========

</TABLE>

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

1996 . . . . . . . . $ 5,464,428
1997 . . . . . . . . 294,263
1998 . . . . . . . . 323,066
1999 . . . . . . . . 354,960
2000 . . . . . . . . 389,409
===========

(b) Modifications/Refinancings

(1) Double Tree Apartments

During 1987, the wrap-around mortgage note secured by Double Tree
Apartments located in El Paso, Texas was modified, and this modification
was further extended in 1990 to April 1, 1992 when the entire unpaid
balance of the note plus any previously deferred interest was due. In
September 1992, the underlying mortgage note holder agreed to extend the
maturity date by one year to April 1, 1993 with monthly installments of
principal and interest in the amount of $43,532 based on a 10.5%, 15-year
amortization retroactive to April 1, 1992. An agreement to extend the
wrap-around mortgage note maturity by one year to April 1, 1993 was also
obtained and was retroactive to April 1, 1992. In addition, beginning
April 1, 1992, the Partnership had been required to remit monthly
installments of principal in the amount of $4,482 to the wrap-around
mortgage note holder. Debt service payments were ceased, beginning April
1, 1992, in conjunction with the modification negotiations, but payments
were remitted in full upon the finalization of the extension agreement.
The Partnership had initiated discussions with the note holders to extend
further the terms of the loans and, in addition, the Partnership had been
pursuing other financing alternatives. The Partnership continued to pay
debt service in accordance with the previously modified terms until the
property was sold in March 1993 (note 7(a)).

(2) Holly Pond Office Center

The Holly Pond venture ceased making debt service payments, effective
August 1, 1990, on the long-term, non-recourse mortgage note secured by
Holly Pond Office Center located in Stamford, Connecticut and sought a
modification of the note terms. In November 1991, the lender posted the
property for acceleration of the mortgage and commenced proceedings to
obtain title to the property. In conjunction with the lender's actions, it
came to the venture's attention that there were traces of petroleum-based
contaminant evident in a sump well located in the garage. The venture's
initial environmental investigation indicated that, although some
contamination was located on the property, the cause of the problem was
most likely a result of certain activities of the owner of a neighboring
land parcel. The Partnership notified the owner of the neighboring land
parcel and had subsequently initiated litigation regarding the
responsibility for the clean-up of the contaminant ("Environmental
Action"). As a result, the lender suspended its efforts to obtain title to
the property pending the results of the venture's investigation and
litigation. Although the Partnership believed the owner of the neighboring
parcel would ultimately bear financial responsibility for the clean-up, the
Partnership had accrued $21,600 for potential future costs related to the
clean-up. Such accrual is reflected in accounts payable in the
accompanying 1995 and 1994 consolidated balance sheets. Because the
venture had been unable to secure debt service relief, the Partnership had
decided, based upon current and anticipated future market conditions and
other considerations relating to the property and the Partnership's
portfolio, not to commit any additional amounts to the property. During
January 1996, the lender realized upon its security in the property and,
therefore, the Partnership will recognize a net gain for financial
reporting and a gain for Federal income tax purposes without any
corresponding distributable proceeds in 1996. As part of the property
turnover, the Partnership assigned to the lender or its assignee the right
to proceed with the Environmental Action and obtained from the lender

release of liability associated with the above described environmental
condition. The loan has been classified at December 31, 1995 and December
31, 1994 as a current liability in the accompanying consolidated financial
statements.

(3) Union Plaza Office Building

On August 31, 1993, the lender concluded proceedings to realize upon
its security and took title to the property as described below.

Effective October 1, 1988, the long-term mortgage secured by the Union
Plaza office building in Oklahoma City, Oklahoma was modified. The maturity
date of the note was changed from December 1, 1993 to December 1, 1998.
The modification reduced the interest accrual rate from 13-1/2% to 6%
through September 30, 1990 and increasing periodically through September
30, 1993 to 8.5%. Thereafter, the accrual rate and the pay rate would be a
specified market rate plus 3% adjusted annually. The excess of the
interest accrued over amounts paid would be deferred without interest. The
Partnership, through the Energy Plaza venture, had agreed to deposit all
"excess cash flow", as defined, into a savings account with the lender.
Any amount in excess of $500,000 in this account would have been used to
pay deferred interest. As of August 31, 1993 (the title transfer date), no
such excess cash flow had been deposited.

The Energy Plaza venture approached the mortgage lender in an effort
to negotiate further debt service relief. Effective November 1, 1991, the
debt service payment increased and the venture began making cash flow debt
service payments. The Partnership decided, based upon current market
conditions and other considerations relating to the property and the
Partnership's portfolio, not to commit any significant additional amounts
to this property. On May 27, 1993, the lender posted the property for
acceleration of the mortgage and all accrued interest. The lender
subsequently commenced proceedings to realize upon its mortgage security
and appointed a receiver to take over management of the property upon
foreclosure. On August 31, 1993, the lender concluded such proceedings and
took title to the property. Since the Partnership had received, through
the date of disposition, losses and distributions from the property in the
aggregate in excess of its original cash investment in the property, the
Partnership recognized a gain for financial reporting purposes of
$4,643,220 (net of the venture partner's share of $2,048,668) in 1993. In
addition, the Partnership recognized a gain in 1993 of $2,921,252 (net of
the venture partner's share of $9,011,723) for Federal income tax purposes,
with no corresponding distributable proceeds. The venture remitted
approximately $854,000 of cash flow debt service payments in 1993.

(4) Greenway

In October 1992, the Greenway Tower venture refinanced the first and
second mortgage notes (with outstanding balances at the date of refinancing
of approximately $14,255,000 and satisfied in full through a discounted
payment of $6,050,000) with a new first mortgage note of $9,000,000. The
initial advance of the note was $5,750,000 and allows for additional
advances of up to $3,250,000 for approved tenant improvements, leasing
commissions, interest advances, capital improvements and under certain
circumstances borrower equity repayments. As of December 31, 1995, the
balance of the note is $7,613,650 and $1,386,350 is available for future
advances. Such replacement financing matures October 31, 1999 and requires
monthly installments of interest equal to the "Contract Interest Rate",
computed as 3.75% per annum in excess of the lender's composite commercial
paper rate (approximately 9.58% and 9.09% at December 31, 1995 and 1994,
respectively). To the extent such rate exceeds 9% in year one, 9.5% in
year two, 10% in years three and four and 10.5% in years five through seven
("Applicable Base Percentage Rate"), the venture may defer the difference
for a given month provided that the total interest deferred does not exceed
10% of the existing loan balance. Any deferred interest is due when and to
the extent that in any one month the Contract Index Rate is less than the
Applicable Base Percentage Rate along with the existing principal balance

upon maturity of the loan. In addition, the lender participates in 50% of
the net cash flow from the property as well as in 50% of any net proceeds
resulting from the sale of the property. As of December 31, 1995, no such
excess cash flow or sale proceeds participation has been paid or accrued by
Greenway. In order to secure the replacement financing, the venture has
been required to make a capital contribution of $635,574 ($286,008 of which
was paid by the Partnership); however, portions of this contribution may be
refunded to the venture. Through December 31, 1995, the Partnership has
received a partial refund of approximately $261,000 (including interest) of
its original contribution.

Occupancy of the Greenway Towers Office Building has remained at
approximately the 90% level during 1995 and leasing costs continue to be
funded by the first mortgage lender. Due to the uncertainty of the
Greenway Tower's ability to recover the net carrying value of the Greenway
Tower through future operations or sale over its revised expected holding
period, the Greenway Tower venture made a provision for value impairment on
such investment property of $1,300,000 (all of which was allocated to the
Partnership). Such provision at September 30, 1995 was recorded to reduce
the net carrying value.

(5) Garret Mountain Office Center

The Garret Mountain venture approached the first mortgage lender in an
effort to negotiate debt service relief on the 12-5/8% first mortgage note
secured by the Garret Mountain Office Center in West Paterson, New Jersey.
Effective November 1, 1993, the venture began making cash flow debt service
payments. The venture remitted cash flow from the property to the first
mortgage lender through March 1994, at which time an agreement was reached
whereby reduced monthly payments were submitted while negotiations
continued. The venture was unable to finalize a modification of the debt
with the first mortgage lender and subsequently reached an agreement with
another mortgage lender to retire the first and second mortgage notes with
a new first mortgage note. As a result of the uncertainty of the outcome
of the lender negotiations, there was uncertainty as to the Partnership's
ability to recover the net carrying value of the Garret Mountain Office
Center through future operations or sale. Accordingly, the Partnership
recorded a provision for value impairment of $785,084 as of December 31,
1993 to reduce the net carrying value of the investment property to the
then outstanding balance of the related non-recourse debt. The first
mortgage loan had been classified at December 31, 1994 as a current
liability in the accompanying consolidated balance sheets and was assumed
by the venture partner at sale of the Partnership's interest (note 7(d)).

In October 1989, the venture obtained a short-term (one year) second
mortgage in the amount of $1,000,000 secured by the Garret Mountain Office
Center, located in West Paterson, New Jersey, and the venture. The second
mortgage was subsequently extended to September 1, 1991, August 1, 1992,
August 1, 1993 and July 31, 1996. The second mortgage balance as of
December 31, 1994 was $684,913. The second mortgage was payable in monthly
installments of interest at the rate of 8% along with monthly payments of
principal of $1,000 through April 30, 1994 and $6,000 thereafter until
maturity and was classified as long-term debt, less current portion as of
December 31, 1994 and was assumed by the venture partner at sale of the
Partnership's interest.

(5) PARTNERSHIP AGREEMENT

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

The General Partners are not required to make any capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. Distributions of "net cash receipts"
of the Partnership are to be allocated 90% to the Limited Partners and 10%
to the General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).
Distributions of "sale proceeds" and "financing proceeds" are to be
allocated to the General Partners in an amount equal to 3% of the gross
sales price of any property sold, then the balance 15% to the General
Partners and 85% to the Limited Partners. However, distribution of "sale
proceeds" and "financing proceeds" to the General Partners is subordinated
to the Limited Partners' receipt of their contributed capital plus a
stipulated return thereon.

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 1981. The Limited Partners have not received cash distributions
to satisfy these requirements.

In addition, the Partnership Agreement generally provides that
notwithstanding any allocation contained in the Agreement, if, at any time
profits are realized by the Partnership, any current or anticipated event
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. A portion of the 1995, 1994 and 1993 Partnership gains for
Federal income tax purposes were reallocated to the General Partners in
accordance with this provision. In general, the effect of this provision
is to allow the deferral of recognition of taxable gain to the Limited
Partners.

(6) MANAGEMENT AGREEMENTS

Physical management of the properties is performed by the joint
venture partners or their affiliates or by an affiliate of the General
Partners. Cash flow deficits are normally the responsibility of each of
the ventures and compensation to the managers is generally calculated at a
percentage of gross receipts, a portion of which may be subordinated to the
Partnership's receipt of its preferential returns.

An affiliate of the General Partners of the Partnership manages the
Sunrise Mall in Brownsville, Texas. Management fees are calculated at a
percentage of the certain gross revenues from the property.

(7) SALE OF INVESTMENT PROPERTIES

(a) Double Tree Apartments

On March 18, 1993, the Partnership sold the land, building, related
improvements and personal property of the Double Tree Apartments located in
El Paso, Texas. The sale price of the land, building, related improvements
and personal property was $5,550,000 (before selling costs and prorations),
all of which was paid in cash at closing. A portion of the cash proceeds
was utilized to retire the first mortgage note with an outstanding balance
including principal and deferred interest of $4,496,984. As a result of
the sale, the Partnership recognized gains in 1993 of $2,070,917 for
financial reporting purposes and $4,026,621 for federal income tax
purposes. Pursuant to the sale, the Partnership received net sale proceeds
of approximately $1,022,000 (after retirement of the existing first
mortgage note, payment of loan fees, and certain other costs).

(b) Carlyle Frontier

During October 1993, the Partnership and an affiliate (Carlyle Real
Estate Limited Partnership - IX, 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 Carlyle/Frontier's unaffiliated joint venture
partner.

The sale price of the Partnership's indirect 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. As a result of the sale, the Partnership
recognized in 1993 a gain of $3,652,935 for financial reporting purposes
and $5,825,970 for Federal income tax purposes.

On November 29, 1994, the Partnership through its venture, Victoria
Apartments Partnership, sold the land, buildings, related improvements and
personal property of the Silvermine Apartments, located in Victoria, Texas,
to an unaffiliated buyer. The sales price was $5,750,000. After
retirement of the related mortgage note, payment of a mortgage prepayment
fee, closing costs and prorations, cash proceeds from the sale was
$1,635,663, of which the Partnership received $1,143,216. As a result of
the sale, the Partnership recognized a net gain of $1,601,796 (comprised of
a gain on sale of investment property of $1,748,652 and an extraordinary
loss of $146,856 due to the prepayment fee and the retirement of deferred
expenses related to the mortgage note for financial reporting purposes, net
of the venture partner's share of $1,150,550. In addition, the Partnership
recognized a gain in 1994 of $3,161,480 for Federal income tax purposes.

(d) Garret Mountain

On January 25, 1995, the Partnership sold its interest in the Garret
Mountain venture to its venture partner. The sale price was $300,000,
represented by $50,000 in cash at closing and an interest bearing note for
$250,000 originally due February 1, 1997. The note earned interest at 10%
per annum and was payable in monthly payments of interest only until
maturity when the full principal balance was scheduled to be due. The note
provided that at any time on or prior to April 25, 1995, the venture
partner could prepay the note in whole, without penalty or additional
interest, by the payment to the Partnership a discounted sum of $225,000,
together with any accrued but unpaid interest then owing on the outstanding
principal balance of the note on the date of such discounted prepayment.
The venture partner exercised this option on April 24, 1995, therefore, the
sale price was adjusted to $275,000 to reflect the discounted payment.

As a result of the sale of its interest, the Partnership has
recognized in 1995 a gain of $1,350,289 for financial reporting purposes
and $1,631,285 for Federal income tax purposes, respectively.

(8) LEASES - AS PROPERTY LESSOR

At December 31, 1995, the Partnership and its consolidated ventures'
principal assets are one shopping center and one office building. The
Partnership has determined that all leases relating to these properties are
properly classified as operating leases; therefore, rental income is
reported when earned, and the cost of each of the properties, excluding the
cost of land, is depreciated over their estimated useful lives. Leases with
office and shopping center tenants range in original term from one to
twenty-eight years and provide for fixed minimum rent and partial
reimbursement of operating costs. In addition, leases with shopping center
tenants generally provide for additional rent based upon percentages of
tenants' sales volumes. With respect to the Partnership's shopping center
investment, a substantial portion of the ability of retail tenants to honor
their leases is dependent upon the retail economic sector.

Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1995:

Shopping center:
Cost. . . . . . . . . . . . . . . $18,739,478
Accumulated depreciation. . . . . 12,228,176
-----------
6,511,302
-----------
Office Buildings:
Cost . . . . . . . . . . . . . . . 8,074,386
Accumulated depreciation . . . . . 3,271,529
-----------
4,802,857
-----------
Total cost less accumulated
depreciation . . . . . . . . . . $11,314,159
===========

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 operating
leases (excluding amounts relating to the Holly Pond investment property,
acquired by the lender in January 1996 (note 4(b)(2)) are as follows:

1996 . . . . . . . . . . . . $ 1,491,745
1997 . . . . . . . . . . . . 1,398,694
1998 . . . . . . . . . . . . 1,380,193
1999 . . . . . . . . . . . . 1,356,946
2000 . . . . . . . . . . . . 1,136,520
Thereafter . . . . . . . . . 3,859,391
-----------
Total. . . . . . . . . $10,623,489
===========

(9) TRANSACTIONS WITH AFFILIATES

The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of December 31, 1995, 1994 and 1993 are as follows:

<TABLE>

<CAPTION>
UNPAID AT
DECEMBER 31,
1995 1994 1993 1995
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property management and
leasing fees . . . . . . . . . . $183,387 178,247 221,779 --
Management fees to
corporate general partner. . . . 52,081 41,669 41,669 --
Insurance commissions. . . . . . . 13,310 (3,924) 28,343 --
Reimbursement (at cost) for
accounting services. . . . . . . 76,361 81,796 77,323 --
Reimbursement (at cost) for
portfolio management
services . . . . . . . . . . . . 30,497 5,537 -- --
Reimbursement (at cost) for
legal services . . . . . . . . . 2,906 8,768 7,103 --
Reimbursement (at cost) for
administrative charges and
other out-of-pocket expenses . . 71,941 4,397 133,694 35,475
-------- -------- -------- ------

$430,483 316,490 509,911 35,475
======== ======== ======== ======
<FN>

The above table reflects that, during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $29,774 that had not previously been reimbursed.

</TABLE>

Any amounts currently payable to the General Partners and their
affiliate do not bear interest and are expected to be paid in future
periods.

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.

(10) INVESTMENT IN UNCONSOLIDATED VENTURE

Summary financial information for the Carlyle-Seattle venture (note 3)
as of December 31, 1994 and December 31, 1995 and for the periods ended
December 31, 1995 and from January 1, 1994 to November 30, 1994 follows:

1995 1994
----------- -----------

Current assets . . . . . $ -- 806,508
Current liabilities. . . -- 1,188,103
----------- -----------
Working capital
surplus (deficit). -- (381,595)
----------- -----------
Investment property, net -- 67,961,810
Long-term accrued rent
receivable . . . . . . -- 5,565,673
Deferred expenses. . . . -- 4,043,450
Long-term debt . . . . . -- (96,762,012)
Other liabilities. . . . -- (1,780,634)
Venture partners' equity -- 16,982,833
----------- -----------
Partner's capital
deficit. . . . . . $ -- (4,370,475)
=========== ===========
Represented by:
Invested capital . . . $ -- 8,000,000
Cumulative distributions -- (1,823,523)
Cumulative loss. . . . -- (10,546,952)
----------- -----------
$ -- (4,370,475)
=========== ===========
Total income . . . . . . $ -- 18,644,031
=========== ===========
Expenses applicable to
operating loss . . . . $ 1,293,750 20,625,791
=========== ===========
Operating income (loss). $(1,293,750) (1,981,760)
=========== ===========
Gain on sale . . . . . . $21,406,250 --
=========== ===========

<TABLE>
SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) ACQUISITION AT CLOSE OF PERIOD (B)
--------------------------------------------------------------------------
BUILDINGS LAND AND LAND AND BUILDINGS
AND BUILDINGS AND LEASEHOLD AND
ENCUMBRANCE LAND IMPROVEMENTSIMPROVEMENTS INTERESTIMPROVEMENTS TOTAL
----------- ------------------------------------ --------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SHOPPING CENTER:
Brownsville,
Texas. . . .$11,778,943 2,610,306 15,391,072 738,100 2,564,340 16,175,13818,739,478
OFFICE BUILDING:
Stamford,
Connecticut. 5,196,401 470,968 6,477,211 1,126,207 470,968 7,603,418 8,074,386
----------- --------- ---------- --------- --------- --------------------

Total. . .$16,975,344 3,081,274 21,868,283 1,864,307 3,035,308 23,778,55626,813,864
=========== ========= ========== ========= ========= ====================

</TABLE>

<TABLE>
SCHEDULE III - CONTINUED
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1995
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DEPRECIATION(E) CONSTRUCTIONACQUIRED IS COMPUTED TAXES
---------------- ------------------------------------------------
<S> <C> <C> <C> <C> <C>
SHOPPING CENTER:
Brownsville,
Texas. . . . . . . . . . . . $12,228,176 1979 9/1/80 5-30 years 244,122
OFFICE BUILDING:
Stamford,
Connecticut. . . . . . . . . 3,271,529 1981 12/17/80 5-30 years 125,649
----------- -------

Total. . . . . . . . . . . $15,499,705 369,771
=========== =======

SCHEDULE III - CONTINUED
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995

<FN>
(A) The cost to the Partnership represents the initial purchase price of the properties, including amounts
incurred subsequent to acquisition which were contemplated at the time the property was acquired.

(B) The aggregate cost of real estate owned at December 31, 1995 for Federal income tax purposes was
approximately $26,118,100.

(C) In 1993, the Partnership recorded a provision for value impairment of $785,084 (of which $753,923 was
recorded as a reduction to land and building improvements).

(D) Reconciliation of real estate owned:

</TABLE>

<TABLE>
<CAPTION>
1995 1994 1993
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period. . . . . . $37,438,403 41,464,402 72,217,171
Additions during period . . . . . . . . . 237,719 546,394 570,823
Reductions during period. . . . . . . . . (10,862,258) (4,572,393) (30,569,669)
Provision for value impairment. . . . . . -- -- (753,923)
----------- ----------- -----------

Balance at end of period. . . . . . . . . $26,813,864 37,438,403 41,464,402
=========== =========== ===========

(E) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . $18,745,887 19,580,695 29,365,821
Depreciation expense. . . . . . . . . . . 621,708 1,173,001 1,826,311
Reductions during period. . . . . . . . . (3,867,890) (2,007,809) (11,611,437)
----------- ----------- -----------

Balance at end of period. . . . . . . . . $15,499,705 18,745,887 19,580,695
=========== =========== ===========

</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 year 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. Effective
December 31, 1995, ABPP Associates L.P. acquired the general partnership
interest in the Partnership of Realty Associates-X, L.P. ABPP Associates,
L.P., 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 of the Partnership 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 Chief Executive Officer 8/01/93
Executive Vice President 1/02/87
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 Corporate 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 Corporate 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-IX
("Carlyle -IX"), 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"), 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 the
associate 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 Income Growth Managers, Inc.
(the corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")), Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")) and Arvida/JMB Managers-II, Inc. (the general
partner of Arvida/JMB Partners, L.P.-II ("Arvida-II")). Most of such
directors and officers are also partners of certain partnerships which are
associate general partners in the following real estate limited
partnerships: Carlyle-VII, Carlyle-IX, Carlyle-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. an affiliate
of JMB that is in the business of owing, managing and developing shopping
centers and also a director of a number of investment companies advised or
managed by T. Rowe Price Associates and 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 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 made to Notes 5 and 9 for a
description of such transactions, distributions and allocations. In 1995,
1994 and 1993, the General Partners received distributions of $31,248,
$25,001 and $25,001, respectively. Management fees earned by the Corporate
General Partner in 1995, 1994 and 1993 were $52,081, $41,669 and $41,669,
respectively. In addition, the General Partners received $1,087,042 of
Partnership income in 1995. Reference is made to Note 9.

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

An affiliate of the Corporate General Partner provided property
management services to the Partnership in 1995 for the Sunrise Mall. In
1995, such affiliate earned property management fees amounting to $183,387
for such services, all of which were paid as of December 31, 1995. As set
forth in the Prospectus of the Partnership, the Corporate General Partner
must negotiate such agreements on terms no less favorable to the
Partnership than those customarily charged for similar services in the
relevant geographical area (but in no event at rates greater than 5% of the
gross income from a property), and such agreements must be terminable by
either party thereto, without penalty, upon 60 days' notice.

The General Partners 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 due reimbursement for such out-of-pocket
expenses in the amount of $71,941, of which $35,475 was unpaid at December
31, 1995.

Additionally, the General Partners may be reimbursed for salaries,
salary-related expenses and direct expenses of officers and employees of
the Corporate General Partner and its affiliates while directly engaged in
the administration of the Partnership and in the operation of the
Partnership's real property investments. In 1995, such costs were
approximately $109,764, all of which was paid as of December 31, 1995.

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

(a) The following or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

NAME AND
ADDRESS OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partner-
ship Interest Liquidity Fund Investment 5,898.50 Interests 5.90%
Corporation indirectly (as in-
1900 Powell Street vestment manager or,
Suite 730 through affiliated
Emeryville, California entities, general
partner partner of 12 general
94608 investment funds)

(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
- -------------- ----------- ----------------- --------

Limited Partner-
ship Interests JMB Realty Corporation 95 Interests directly Less than 1%

Limited Partner-
ship Interests Corporate General 103 Interests directly (1) Less than 1%
Partner, its officers
and directors and the
Associate General
Partner as a group
<FN>

(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.

(1) Includes 8 Interests owned by officers or their relatives for which each officer has investment and
voting power as to such interests so owned.

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

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

(2) Exhibits.

3-A. The Prospectus of the Partnership dated May 29,
1980, as supplemented on August 4, 1980, November 12, 1980, November 24,
1980, January 30, 1981 and February 10, 1981, as filed with the Commission
pursuant to Rules 424(b) and 424(c), is incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9726) dated March 19, 1993. Copies of pages 6-13, 101-103, A-5
to A-9 and A-11 to A-17 are hereby incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9726) dated March 19, 1993.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus incorporated herein by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 0-9726) dated November 24, 1980.

4. Long-term mortgage note documents relating to the
note secured by the Sunrise Mall located in Brownsville, Texas are
incorporated herein by reference to the Partnership's Registration
Statement on Post-Effective Amendment No. 2 dated November 24, 1980 to Form
S-11 (File No. 0-9726).

10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Sunrise Mall located in Brownsville,
Texas are incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 2 dated November 24,
1980 to Form S-11 (File No. 0-9726).

10-B. Agreement for Purchase and sale of real estate and
related property, dated October 13, 1994, by and between DMC-Silvermine
Apartments limited ("Seller") and TGM Realty Corp. #3 ("Purchaser") is
incorporated herein by reference to the Partnership's Report for November
29, 1994 on Form 8-K (File No. 0-9726) dated March 23, 1995.

10-C. Letter regarding Sale/Option and Partnership
Amendment, dated May 15, 1994, between Carlyle Seattle Associates and 999
Third Avenue, Ltd. relating to the first Interstate Center in Seattle,
Washington is hereby incorporated herein by reference to the Partnership's
Report for June 30, 1994 on Form 10-Q (File No. 0-9726) dated August 12,
1994.

10-D. Agreement of Limited Partnership of Wright-Carlyle
Seattle Limited Partnership, dated November 30, 1994, between Wright
Runstad Properties L.P., and Carlyle Seattle Associates is incorporated
herein by reference to the Partnership's Report for December 1, 1994 on
Form 10-Q (File No. 0-9726) dated March 23, 1995.

10-E. Documents relating to the sale of the
Partnership's interest in the Garret Mountain venture are incorporated
herein by reference to the Partnership's report for March 31, 1995 on Form
10-Q (File No. 0-9726) dated May 11, 1995.

10-F. Agreement by and among The Prudential Insurance
Company of America and Holly Pond Associates Limited Partnership relating
to the disposition of Holly Pond Office Center dated January 16, 1996 is
filed herewith

21. List of Subsidiaries

24. Powers of Attorney

27. Financial Data Schedule

99.1. The Partnership's Report on Form 8-K (File No. 0-
9726) describing the sale of a portion of the
Partnership's interest in the First Interstate Center
dated March 23, 1995 is filed herewith.

99.2. The Partnership's Report on Form 8-K (File No. 0-
9726) describing the sale of the Partnership's
remaining interest in the First Interstate Center dated
March 4, 1996 is filed herewith.

---------------

(b) The following report on Form 8-K was filed since the beginning
of the last quarter of the period covered by this report.

(i) The Partnership's Report on Form 8-K (File No. 0-9726) for
December 15, 1995 (describing the sale of the Partnership's remaining
interest in First Interstate Center in Seattle Washington) was filed. This
report was dated March 4, 1996.

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 - X
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 - X

EXHIBIT INDEX

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

3-A. Pages 6-13, 101-103, A-5
to A-9 and A-11 to A-17
of the Prospectus of the
Partnership dated May 29, 1980 Yes

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

4. Long-term mortgage note documents
related to the Sunrise Mall Yes

10-A. Acquisition documents related to
the Sunrise Mall Yes

10-B. Agreement related to Silvermine SaleYes

10-C. Letter regarding sale of interest in
First Interstate Yes

10-D. Agreement of Limited Partnership of
Wright Carlyle Seattle Yes

10-E. Documents relating to sale of Garret
Mountain Office Center Yes

10-F. Agreement relating to disposition of
Holly Pond No

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

99.1. Form 8-K for First
Interstate Center for
December 1, 1994 Yes

99.2. Form 8-K for First
Interstate Center for
December 15, 1995 Yes

HOLLY POND F/C DOCS.
EXHIBITS C-X

AGREEMENT

This AGREEMENT (this "Agreement") is made and entered into as
of this 16th day of January, 1996, by and among THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, a New Jersey corporation with a place of business at
Three Gateway Center, 13th Floor, Newark, New Jersey 07102-4077 ("Lender"),
and HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership with a business address c/o Peter K. Underhill, 425 Brushy
Ridge Road, New Canaan, Connecticut 06840 ("Borrower").

RECITALS
WHEREAS, Borrower owns real property known as Holly Pond Plaza,
together with all the improvements thereon, more particularly described in
Exhibit A attached hereto (the "Real Property"), which consists of a
commercial office building and the personal property owned by Borrower and
located at 1281 Main Street, Stamford, Connecticut (the "Personal
Property"; the Real Property and the Personal Property are hereinafter
collectively referred to as the "Property"); and

WHEREAS, on or about May 1, 1981, Lender made a loan to
Borrower in the original principal amount of $5,400,000 (the "Loan"), which
Loan is evidenced by, INTER ALIA, a Note Secured by Mortgage dated May 1,
1981, as modified by a certain Modification Agreement dated March 7, 1984
(the "Modification Agreement") made by and between Lender and Borrower and
recorded in Volume 2378 at Page 51 of the Land Records of the City of
Stamford, County of Fairfield, State of Connecticut (the Note Secured by
Mortgage as so modified by the Modification Agreement being referred to
herein as the "Note"). The Note is secured by (i) a Mortgage Deed dated
May 1, 1981 and recorded in Volume 2031 at Page 334 of the Land Records of
the City of Stamford, County of Fairfield, State of Connecticut, as
modified by the Modification Agreement (the Mortgage Deed as so modified by
the Modification Agreement being referred to herein as the "Mortgage");
(ii) an Assignment of Lease dated May 1, 1981 made by Borrower in favor of
Lender and recorded in Volume 2032 at Page 1 of the Land Records of the
City of Stamford, County of Fairfield, State of Connecticut (the
"Assignment of Lease "); and (iii) a Security Agreement dated May 1, 1981
made by Borrower in favor of Lender (the "Security Agreement"); and

WHEREAS, Lender is presently the holder and owner of the Note,
the Mortgage, the Assignment of Lease, the Security Agreement and all other
documents entered into by or on behalf of Borrower and delivered to Lender
in connection with the Loan (collectively, the "Loan Documents"); and

WHEREAS, the Loan is in default as a result of Borrower's
failure to pay the installments of principal and interest due under the
Note, and the following amounts are now due and payable to Lender pursuant
to the terms of the Loan Documents: (a) principal in the amount of
$5,193,251.24; (b) interest through November 22, 1995, in the amount of
$3,310,590.43 plus interest due at the per diem rate of $1,737; (c) delay
fees and late

charges in the amount of $529,049.60; and (d) costs and attorneys' fees
incurred by Lender (collectively, the "Indebtedness"); and

WHEREAS, Borrower has continued in possession of the Property
to manage and maintain the Property subsequent to commencement by Lender of
a certain foreclosure action, D.N. CV 91-0120403 S, in the Superior Court,
Judicial District of Stamford/Norwalk at Stamford, against Borrower (the
"Foreclosure Action"); and

WHEREAS, as a result of a certain identified environmental
condition of the Property, Borrower has commenced that certain civil action
against Texaco, Inc., Docket No. 5: 92 CV 304 currently pending in the
United States District Court for the District of Connecticut (the
"Environmental Action"); and

WHEREAS, Borrower acknowledges that the Loan Documents shall be
transferred and assigned by Lender to 1281 East Main Associates, LLC
("Lender's Assignee") and that upon such assignment, Lender's Assignee
shall assume all rights and obligations of Lender under this Agreement (and
for the purposes hereof, any reference to Lender shall be deemed to refer
to Lender's Assignee, as appropriate), and Lender shall be released from
any further obligation with respect thereto, and Borrower is agreeable to
the entry of appropriate orders in the Foreclosure Action and the
Environmental Action substituting Lender's Assignee as the plaintiff in the
Foreclosure Action and the Environmental Action; and

WHEREAS, Lender and Borrower wish to resolve and settle all
claims arising with respect to or in connection with the Loan Documents,
the Foreclosure Action and the environmental condition described in or
giving rise to the Environmental Action in as expeditious a manner as
possible; and

WHEREAS, Lender and Borrower are represented by counsel and
have consulted with counsel prior to executing this Agreement; and

WHEREAS, Carlyle Real Estate Limited Partnership-X, a limited
partner of the Borrower, is entered into this Agreement as such limited
partner in order to indicate its consent and acknowledgment of the terms
and provisions set forth herein.

NOW, THEREFORE, in consideration of the recitals set forth
herein (which are hereby incorporated into and shall be deemed part of this
agreement), the mutual covenants and agreements hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. CONFIRMATION AND REAFFIRMATION OF INDEBTEDNESS. Subject
to the provisions of this Agreement, Borrower hereby confirms and reaffirms
the Indebtedness to Lender in its entirety and agrees that there are no
defenses, counterclaims and/or setoffs to

or against the foreclosure of the Mortgage, and further confirms and
reaffirms any and all Loan Documents.

2. CONTROL AND POSSESSION OF THE PROPERTY.

(a) Upon execution and delivery of this Agreement,
Lender shall assume management of the Property, and Borrower shall cause
Peter K. Underhill & Associates, LLC ("PKUA") to turn over management of
the Property, together with the books and records contemplated in Section 7
of this Agreement, to the new manager identified by Lender, and to issue a
notice to all tenants of the Property, in form and substance satisfactory
to Lender, informing the tenants of the change in management and directing
the tenants to make all subsequent rental payments to the new manager.
Lender shall have the right to manage the Property pursuant to this
Agreement until the earlier of (i) the date upon which title to the
Property is vested in Lender through the Foreclosure Action, or (ii) April
30, 1996. Lender will serve as manager without compensation and will apply
all revenues received from the Property first to Property related operating
and other expenses. Lender shall have the right to retain all revenues
received in excess of such Property expenses.

(b) Borrower has delivered a report with respect to the
operation of the Property during the period from January 1, 1995 through
November 30, 1995 (the "Settlement Period") to Lender, which report
evidences payment of all Net Cash Flow from the Property generated during
the Settlement Period to the City of Stamford in reduction of delinquent
real estate taxes. As used herein, "Net Cash Flow" with respect to the
Settlement Period means all revenue actually received by Borrower from the
Property during such period (excluding prepaid rent and security deposits
unless and until the same are applied in accordance with the terms of the
leases, and insurance and condemnation proceeds, to the extent used by
Borrower to repair the Property pursuant to the terms of the Loan
Documents), less all operating expenses incurred by Borrower with respect
to the Property during such period, including, without limitation, (a) all
expenses, including attorneys' fees, incurred by Borrower in connection
with its compliance with this Agreement, (b) a management fee of $50,000
payable to PKUA, together with such reimbursements and other amounts
payable to the manager under the management agreement for the Property, (c)
all expenditures (including brokerage commissions, tenant improvements and
moving allowances) required in connection with any lease or other agreement
affecting the Property in effect as of the date hereof and (d) the cost of
any capital improvements.

(c) Upon execution and delivery of this Agreement,
Borrower shall promptly cause the termination of any and all leasing,
brokerage or management agreements affecting the Property, without cost to
Lender.

3. FORECLOSURE OF THE PROPERTY. Borrower hereby agrees and
consents to the entry of a judgment of strict foreclosure in the
Foreclosure Action, and in furtherance thereof the following actions shall
occur:

(a) Borrower consents to the jurisdiction in the
Foreclosure Action, and waives any and all defenses Borrower has, or may
have, to the Foreclosure Action, including, but not limited to, any claim
to the rents due and payable by tenants at the Property during the
Settlement Period (the "Rents");

(b) Upon execution and delivery of this Agreement,
Borrower shall execute and deliver to Lender a Stipulation for Judgment of
Strict Foreclosure, in the form of the Stipulation attached hereto as
Exhibit B (the "Stipulation"), consenting to the immediate entry of a
Judgement of Strict Foreclosure in the Foreclosure Action and the entry of
an order setting the law date of strict foreclosure for the next business
day following the entry of judgment. In addition, Borrower agrees to fully
cooperate in expediting the entry of a Judgment of Strict Foreclosure, and,
in particular, agrees (i) to appear by counsel in the Foreclosure Action,
(ii) to have counsel disclosure that there are no defense to the
Foreclosure Action, (iii) to withdraw any previously filed disclosure of
defenses and motion to stay, (iv) to allow the order setting the law day of
strict foreclosure to be modified from time to time, if deemed necessary by
Lender, in its sole discretion, (v) to the entry of a judgment file in a
form satisfactory to lender, (vi) to waive any appeal period which it may
have by statute or court rule, (vii) to waive any notice period allowed by
statute or court rule and to consent to the motion for judgment being heard
by the Court on the first possible date, without regard to the formal
calendar system, and (viii) to waive the production of the original Loan
Documents at the hearing on motion for judgment; and

(c) Borrower consents and agrees that Lender shall have
the absolute right to continue the Foreclosure Action against Borrower and
the Property for the purposes of foreclosing the Mortgage on the Property
and taking title to the Property, and Borrower shall not object, contest,
challenge, hinder or delay the foreclosure of the Property by Lender in any
way, but shall, instead, cooperate with Lender in connection with the
Foreclosure Action in all respects. Borrower will not move to have the
foreclosure judgment modified, stayed, vacated or set aside or to file any
appeal from the judgment or move for a foreclosure by sale. In addition to
the limitations on liability set forth in the Loan Documents (including the
provisions set forth in the tenth paragraph of the Note), as of the date
Lender obtains a judgment of foreclosure with respect to the Foreclosure
Action, Lender and any of its successors or assigns, shall not exercise any
right it may have to pursue any deficiency judgment of any kind and nature
against Borrower or its partners with respect to amounts due and payable or
any other liability or obligation in any way arises under the Note and the
other Loan Documents, or in connection with any aspect of the Property or
the Environmental Action.

(d) All of Borrower's right, title, and interest in and
to any and all of the personal property granted as collateral by Borrower
to Lender under the Mortgage (except such personal property as may be
identified on Exhibit C attached hereto), shall be transferred to Lender
pursuant to a bill of sale, in substantially the form attached hereto as
Exhibit C-1, on or before the date of transfer of title of the Property to
Lender, without any representation whatsoever, express or implied.

(e) Lender shall have the right to assign the Loan
Documents and this Agreement to Lender's Assignee prior to or after the
entry of the Judgment of

Strict Foreclosure, and upon any such assignment, Borrower shall consent to
the immediate substitution of Lender's Assignee as the plaintiff in the
Foreclosure Action, and should any such Lender's Assignee be substituted as
the plaintiff before or after the entry of the Judgment of Strict
Foreclosure, Borrower agrees that the Judgment of Strict Foreclosure shall
be deemed in all respects in favor of Lender's Assignee. Notwithstanding
anything to the contrary contained in this Agreement or the Loan Documents,
so long as there shall have been no material breach of this Agreement by
Borrower, Lender's ability to assign its right under this Agreement, the
Loan Documents, the Environmental Action, or the Judgement of Strict
Foreclosure shall be conditioned upon Lender providing to Borrower such
assignee's written agreement to be bound by and to assume Lender's
obligations under the terms of this Agreement (including delivery by such
assignee of the Release in the form of Exhibit D attached hereto).

(f) Borrower hereby agrees to take or cause to be taken
such further action as Lender may reasonably request in order to prosecute
to immediate conclusion the Foreclosure Action.

4. MARKETING OF LOAN. Borrower agrees that, prior to the
entry of the Judgment of Strict Foreclosure and the transfer of title to
the Property, Lender shall have the right to sell the loan and the Loan
Documents, and assign all of its rights and interest in this Agreement, the
Loan Documents, the Environmental Action and the Judgment of Strict
Foreclosure to Lender's Assignee on terms in its sole discretion, and, to
the extent necessary, Borrower shall cooperate with Lender in its attempts
to sell the Loan and the Loan Documents and to assign its rights and
interest in the Environmental Action, and Borrower shall execute any
documents reasonably required to be executed in connection with such sale;
provided, however, that Borrower shall not be obligated to execute or
deliver any agreement or instrument in connection with such sale which
would place any liability upon Borrower or its partners in excess of that
provided for this Agreement.

5. SETTLEMENT OF ENVIRONMENTAL ACTION.

(a) Prior to the transfer of title to the Property to
Lender pursuant to the Foreclosure Action, Borrower shall be required to
take only such steps as are necessary to maintain the Environmental Action
on the court docket, and shall not pursue settlement of the Environmental
Action. Any out-of-pocket costs reasonably incurred by Borrower in
connection with these obligations to continue the Environmental Action
shall be reimbursed to Borrower by Lender, within ten (10) days after
Lender's receipt of an invoice, together with reasonably detailed
supporting documentation, provided that Borrower shall obtain Lender's
approval of such costs in advance, which approval shall not be unreasonably
withheld. Borrower shall provide Lender with monthly progress reports
regarding all actions being taken by Borrower with respect to the
Environmental Action, which reports shall be delivered to Lender on the
tenth day of each month.

(b) Borrower hereby acknowledges Lender's present
interest in the proceeds resulting from the Environmental Action and hereby
grants, assigns, pledges and transfers to Lender all of its right, title
and interest in, to and under the proceeds

resulting from the Environmental Action, and in its right to receive any
such proceeds, and shall execute appropriate UCC-1 Financing Statements in
favor of Lender on the date hereof in order to perfect Lender's interest in
the foregoing collateral. Without limiting the foregoing, Borrower
acknowledges that the assignment of Borrower's interest in the proceeds
resulting from the Environmental Action is an absolute assignment and shall
survive the transfer of title to the Property to Lender pursuant to the
Foreclosure Action.

(c) Lender shall have the right to assign its interest
in the proceeds resulting from the Environmental Action to Lender's
Assignee prior to or after the entry of the Judgment of Strict Foreclosure,
without the consent of Borrower. Following the transfer of title to the
Property to Lender pursuant to the Foreclosure Action, Lender shall have
the sole right to pursue settlement of the Environmental Action, and
Borrower shall take such steps as are reasonably required to cause Lender
to be substituted as the plaintiff in the Environmental Litigation and to
assign over to Lender all of its rights in the Environmental Action, and
shall cause its counsel to cooperate in the transfer of related files and
the substitution of counsel.

6. RELEASE. Upon execution and delivery of this Agreement,
Lender, Lender's Assignee and Borrower shall execute, deliver and exchange
Releases in the form of the attached Exhibits D (by Lender and Lender's
Assignee) and E (by Borrower), and Borrower shall also execute and deliver
a Release in the Form of Exhibit E-1 to Lender's Assignee.

7. LEASES, CONTRACTS, AGREEMENTS AND PERMITS.

(a) Upon execution and delivery of this Agreement,
Borrower shall supply to Lender to the extent available and in Borrower's
possession and not previously provided to Lender:

(i) The most recent real estate tax, water, sewer
and utility bills for the Property.

(ii) Copies of the "as-build" plans and
specifications for the Property.

(iii)Copies of valid certificates of occupancy for
the Property.

(iv) Copies of surveys of the Property.

(v) Copies of all warranties, guarantees and
similar rights of Borrower covering the Personal Property or any portion
thereof.

(vi) Copies of any notices received by Borrower
from any federal, state or local governmental agencies or bodies, including
the Connecticut Department of Environmental Protection.

(vii)Executed copies of all leases, contracts,
insurance policies, commitments and agreements.

(viii) Copies of all engineering and similar
reports prepared by or for Borrower, or in Borrower's possession, with
respect to the Property, including, without limitation, such reports
related to (1) the presence, removal or abatement of asbestos, (2) the
presence, removal or remediation of hazardous materials, (3) surface and
subsurface soil conditions, (4) the adequacy and condition of the elevators
in the improvements of the Property (the "Improvements"), (5) the structure
of the Improvements, and (6) the heating, air-conditioning, water,
plumbing, electrical and other systems in the Improvements.

(ix) A true and complete inventory of all
fixtures, equipment and personal property owned by Borrower and used in
connection with the Property.

(b) Upon execution and delivery of this
Agreement, Borrower shall supply to Lender (i) all security deposits paid
to Borrower by tenants at the Property, and, to the extent available and
within Borrower's possession or control, (ii) any and all other items
reasonably necessary for operation and management of the Property, (iii)
all tenant files, including correspondence and notices received from and
given to the tenants, and (iv) all books and records which are reasonably
necessary to manage and operate the Property, including tenant payment
ledgers, income and expense records and information necessary to calculate
escalation charges under the leases entered into with tenants at the
Property.

8. BANKRUPTCY AND AVOIDANCE.

(a) To the extent that any of the material transactions
or instruments contemplated by this Agreement are voided, set aside or
declared null and void by reason of any voluntary action by Borrower or its
partners or affiliates to set aside or delay the implementation of this
Agreement or the Foreclosure, then any Release contained in this Agreement
or delivered pursuant to this Agreement shall, at the sole option of
Lender, be null and void and of no force and effect, and in such event,
Lender reserves the right to pursue any and all claims they may now have or
will have in the future relating to the Loan, the Loan Documents and/or the
Foreclosure Action.

(b) To the extent that an action or proceeding of any
type is commenced by Borrower or any of its partners which seeks to avoid,
set aside or declare null and void the transactions or instruments
contemplated by this Agreement, including, but not limited to, proceedings
seeking such avoidance in connection with the insolvency, bankruptcy or
reorganization of Borrower, then any Release contained in this Agreement or
delivered pursuant to this Agreement shall, at the sole option of Lender,
be null and void and of no force and effect.

(c) In the event that Borrower or any of its partners
shall (i) file any petition with any bankruptcy court or be the subject of
any petition under Chapter 11

of the United States Bankruptcy Code (the "Code"), (ii) file or be the
subject of any petition seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief
under any present or future federal or state act or law relating to
bankruptcy, insolvency or other relief for debtors, (iii) have sought or
consented to or acquiesced in the appointment of any trustee, receiver,
conservator or liquidator, or (iv) be the subject of any order, judgment or
decree entered by any court of competent jurisdiction approving a petition
filed against such party for any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present
or future federal or state act or law relating to bankruptcy,insolvency or
relief for debtors, Lender shall thereupon be entitled, and Borrower hereby
irrevocably consents,to the entry of an order by a bankruptcy court
granting to Lender relief from any automatic stay imposed by section 362 of
the Code, or otherwise, on or against the exercise of the rights and
remedies otherwise available to Lender as provided in the Loan Documents,
this Agreement or as otherwise provided by law or in equity, and Borrower
hereby irrevocably waives its right to object to, attempt to enjoin or
otherwise interfere with such relief and the exercise and enforcement by
Lender of its rights and remedies following entry of such order. Without
limiting the generality of the immediately proceeding sentence, Borrower
agrees that Lender will be entitled to and Borrower hereby consents to
immediate relief from the automatic stay imposed by the Code to allow
Lender to take any and all action necessary to enforce any rights Lender
may have hereunder or under the Loan Documents, including, but no limited
to, the right to possession of the Property, collection of Rents, the
commencement or continuation of any action to foreclose Lender's liens and
security interests (including, without limitation, the Foreclosure Action),
and Borrower further agrees that the filing of any petition for relief
under the Code which postpones, prevents, delays or otherwise hinders
Lender's efforts to liquidate any of the collateral therefor shall be
subject to prompt dismissal or conversion to a case under Chapter 7 of the
Code. Further, Borrower agrees that it will not seek, apply for or cause
the entry of any order enjoining, staying or otherwise prohibiting or
interfering with Lender's obtaining an order granting relief from the
automatic stay and enforcement of any rights which Lender may have
hereunder or under the Loan Documents, including, but not limited to,
Lender's right to possession of the Property, collection of the Rents
and/or the commencement or continuation of an action to foreclose Lender's
liens and security interests (including, without limitation, the
Foreclosure Action).

9. MODIFICATIONS, WAIVERS, ETC. No waiver, modification,
amendment, discharge or change in the terms of this Agreement shall be
valid unless the same is in writing and signed by the party against which
the enforcement of such modification, waiver, amendment, discharge or
change is sought. This Agreement contains the entire agreement between the
parties relating to the transactions contemplated hereby, and all prior or
contemporaneous agreements, understandings, representations and statements,
oral or written, are merged herein.

10. NOTICES. Requests and notices pursuant to this Agreement
shall be in writing and mailed via overnight delivery service and certified
mail, return receipt requested, postage prepaid, to the parties at the
following addresses:

Lender:

The Prudential Realty Group
The Prudential Business Campus
2 Hilton Court, 2nd Floor
Parsippany, NJ 07054
Attn: David Rodgers

Borrower:

Holly Pond Associates Limited Partnership
c/o Peter K. Underhill
425 Brushy Ridge Road
New Canaan, Connecticut 06840

With copies of all notices to Lender to:

The Prudential Insurance Company of America
Three Gateway Center, Thirteenth Floor
Newark, New Jersey 07102-4077
Attn: John C. Kelly, Esq.

With copies of all notices to Borrower to:

Carlyle Real Estate Limited Partnership-X
c/o JMB Realty Corporation
900 North Michigan Avenue
Chicago, IL 60611
Attn: Ms. Julie Strocchia

and to: Pircher, Nichols & Meeks
1999 Avenue of the Stars, Suite 2600
Los Angeles, CA 90067
Attn: Real Estate Notices (RCS/SAC)

and to: Schatz and Schatz, Ribicoff & Kotkin
One Landmark Square
Stamford, CT 06901
Attn: Matthew J. Forstadt, Esq.

11. MISCELLANEOUS: It is further understood and agreed that:

(a) This Agreement shall be fully executed and
delivered, and all documents required herein executed and delivered
(excepting only those documents specified for delivery following execution
of this Agreement) no later than 9:00 a.m., January 31, 1996, time being of
the essence of this Agreement.

(b) Other than the provisions of Paragraph 5 and the
terms and conditions of the Releases and such other documents executed in
connection with the transfer of the Property to Lender's Assignee, this
Agreement shall not survive the foreclosure of the Property.

(c) The paragraph headings of this Agreement are for
convenience only and are not intended to alter, limit or enlarge the
language hereof.

(d) This Agreement shall extend to, be obligatory upon
and inure to the benefit of the heirs, legal representatives, successors
and assigns, as the case may be, of the parties hereto.

(e) In the event that any provision of this Agreement
shall be held to be invalid or unenforceable, the same shall not affect in
any respect whatsoever the validity or enforceability of the remainder of
this Agreement.

(f) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which,
taken together, shall constitute and be taken as one and the same
instrument.

(g) This Agreement shall be governed by the laws of the
State of Connecticut.

(h) The liability of Borrower and its partners under
this Agreement and the

documents and instruments delivered by Borrower in connection with this
Agreement shall be subject to the limitations of liability contained in the
tenth paragraph of the Note.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

WITNESSED BY:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By
Name:
Title:

HOLLY POND ASSOCIATES LIMITED
PARTNERSHIP

By PETER K. UNDERHILL, G.P.
Name:Peter K. Underhill
Title: General Partner

By RANDALL A. HACK, G.P.
Name:Randall A. Hack
Title: General Partner

By ROBERT LIBERMAN, G.P.
Name:Robert Liberman
_ Title: General Partner

[Signatures continued on the next page]

By JOSHUA A. MUSS
Name:Joshua A. Muss
Title: General Partner

By CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X, a limited partnership
and a Limited Partner of the Borrower

By JMB Realty Corporation, a Delaware
corporation, its general partner

By
Name:
Title:

[THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

By JOSHUA A. MUSS
Name:Joshua A. Muss
Title: General Partner

By CARLYLE REAL ESTATE LIMITED
PARTNERSHIP-X, a limited partnership
and a Limited Partner of the Borrower

By JMB Realty Corporation, a Delaware
corporation, its general partner

By JULIE A. STROCCHIE
Name:Julie A. Strocchie
Title: Vice-President

[THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

(c) The paragraph headings of this Agreement are for
convenience only and are not intended to alter, limit or enlarge the
language hereof.

(d) This Agreement shall extend to, be obligatory upon
and inure to the benefit of the heirs, legal representatives, successors
and assigns, as the case may be, of the parties hereto.

(g) This Agreement shall be governed by the laws of the
State of Connecticut.

(h) The liability of Borrower and its partner under
this Agreement and the documents and instruments delivered by Borrower in
connection with this Agreement shall be subject to the limitations of
liability contained in the tenth paragraph of the Note.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

WITNESSED BY:

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By DAVID M. RODGERS
Name:David M. Rodgers
Title: Vice President

STATE OF )
) ss: , 1995
COUNTY OF )

Personally appeared The Prudential Insurance Company of
America, a New Jersey corporation, by ------------------------------, its
duly authorized ------------------------, signer of the foregoing
instrument, and acknowledged the same to be his/her free act and deed and
the free act and deed of said corporation, before me.

Notary Public
My Commission Expires:

STATE OF CONNECTICUT )
) ss: Wilton December 8, 1995
COUNTY OF FAIRFIELD )

Personally appeared Peter K. Underhill, general
partner of HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership, signer of the foregoing instrument, and acknowledged the same
to be his free act and deed and the free act and deed of said limited
partnership, before me.

DANIEL I. KONOVER
Daniel I. Konover
Commissioner of the Superior Court

STATE OF CONNECTICUT)
) ss: Stamford January 16, 1996
COUNTY OF FAIRFIELD )

Personally appeared The Prudential Insurance Company
of America, a New Jersey corporation, by David M. Rodgers, its duly
authorized Vice President, signer of the foregoing instrument, and
acknowledged the same to be his/her free act and deed and the free act and
deed of said corporation, before me.

NANCY VIGGIANO
Nancy Viggiano
Notary Public
My Commission Expires:

STATE OF CONNECTICUT )
) ss: Stamford January 16, 1996
COUNTY OF FAIRFIELD )

Notary Public
My Commission Expires

STATE OF NEW JERSEY )
) ss: Princeton December 20, 1995
COUNTY OF MIRCER )

Personally appeared Randall A. Hack, general partner
of HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership, signer of the foregoing instrument, and acknowledged the same
to be his free act and deed and the free act and deed of said limited
partnership, before me.

CORINNE E. MONTGOMERY
Corinne E. Montgomery
Notary Public
My Commission Expires: Nov. 22,1998

STATE OF NEW YORK )
) ss: NYC December 12, 1995
COUNTY OF NEW YORK )

Personally appeared Robert Liberman, general partner
of HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership, signer of the foregoing instrument, and acknowledged the same
to be his free act and deed and the free act and deed of said limited
partnership, before me.

MADELINE A. MERRITT
Madeline A. Merritt
Notary Public
My Commission Expires: March 30, 1996

STATE OF VIRGINIA )
) ss: Fairfax December 13,1995
COUNTY OF FAIRFAX )

Personally appeared Joshua A. Muss, general partner
of HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership, signer of the foregoing instrument, and acknowledged the same
to be his free act and deed and the free act and deed of said limited
partnership, before me.

MARVIN L. DENNEN
Marvin L. Dennen
Notary Public
My Commission Expires: May 31, 1996

STATE OF )
) ss: , 1995
COUNTY OF )

Personally appeared ---------------------, of JMB
REALTY CORPORATION, a Delaware corporation and the general partner of
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-X, a limited partnership, signer of
the foregoing instrument, and acknowledged the same to be his or her other
free act and deed and the free act and deed of said limited partnership,
before me.

Notary Public
My Commission Expires

November 16, 1995

STATE OF )
) SS: , 1995
COUNTY OF )

Personally appeared Joshua A. Muss, general partner of
HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership, signer of the foregoing instrument, and acknowledged the same
to be his free act and deed and the free act and deed of said limited
partnership, before me.

Notary Public
My Commission Expires:

STATE OF ILLINOIS )
) SS: December 26, 1995
COUNTY OF COOK )

Personally appeared Julie Strocchia, of JMB REALTY
CORPORATION, a Delaware corporation and the general partner of CARLYLE REAL
ESTATE LIMITED PARTNERSHIP-X, a limited partnership, signer of the
foregoing instrument, and acknowledged the same to be his or her other free
act and deed and the free act and deed of said limited partnership, before
me.

KAREN M. NARCISSI
Karen M. Narcissi
Notary Public
My Commission Expires March 9, 1997

December 18, 1995

EXHIBIT A

All that certain piece or parcel of land containing 26, 045 square
feet, more or less, together with the buildings and improvements thereon,
situated in the City of Stamford, County of Fairfield and State of
Connecticut, and bounded and described as follows:

Beginning at a point, which is formed by the intersection of the
southerly side of Main Street with the easterly side of Waterbury Avenue,
and running thence along the southerly side of Main Street

North 58 degrees 28' 47" East 26.60 feet to a nail replacing a
Connecticut Highway Department Monument; thence continuing along the
southerly side of Main Street

North 63 degrees 06' 27" East 112.56 feet to a Connecticut Highway
Department Monument; thence continuing on the southerly side of Main Street
on the arc of a curve to the right having a radius of 498.10 feet a
distance of 32.71 feet to a point formed by the intersection of the
southerly side of Main Street with a stone wall along the westerly side of
Weed Avenue; thence long the westerly side of Weed Avenue, and along said
stone wall, on the arc of a curve to the right having a radius of 44.00
feet a distance of 50.27 feet; then continuing along the westerly side of
Weed Avenue, and along said stone wall,

South 12 degrees 23' 55" East 61.10 feet to a point; thence
continuing along the westerly side of Weed Avenue, and along said stone
wall, on the arc of a curve to the right having a radius of 540.00 feet a
distance of 38.05 feet to a drill hole, which point is the northeasterly
corner of land now or formerly of Carl Sodergran et al; running thence
along land now or formerly of Carl Sodergran et al,

South 67 degrees 06' 35" West 190.30 feet to a point on the easterly
side of Waterbury Avenue, and running thence along the easterly side of
Waterbury Avenue,

North 13 degrees 49' 27" West 129.50 feet to the point or place of
beginning.

Together with an easement from Mildred Sodergran to Holly Pond
Associates, dated August 19, 1980 and recorded in Volume 1967 at page 69 of
the Stamford Land Records.

EXHIBIT B

DOCKET NO.: CV-91-0120403 S ) SUPERIOR COURT
)
THE PRUDENTIAL INSURANCE ) JUDICIAL DISTRICT OF
COMPANY OF AMERICA ) STAMFORD/NORWALK AT STAMFORD
)
v. )
)
HOLLY POND ASSOCIATES LIMITED )
PARTNERSHIP ) , 1996

STIPULATION FOR JUDGMENT OF STRICT FORECLOSURE

The Plaintiff, The Prudential Insurance Company of
America ("Prudential"), and the Defendant, Holly Pond Associates Limited
Partnership, hereby stipulate and agree as follows:

1. A Judgment of Strict Foreclosure in the form of the
judgment previously filed with the Court shall enter immediately in favor
of Prudential or the holder and owner of the subject Note and Mortgage in
the above-referenced action (the "Action").

2. Holly Pond Associates Limited Partnership waives its
appeal period and consents to a law day commencing the next business day
after the entry of judgment in the Action.

3. The terms and conditions of that certain Agreement
dated as of January 16, 1996 (the "Agreement") executed by Prudential and
Holy Pond Associates Limited

Partnership shall be incorporated in, and the terms and conditions of
Paragraph 5 of the Agreement shall survive, the entry of Judgment in the
Action.

4. Holly Pond Associates Limited Partnership, any
representative and its counsel agree to take no action (i) to seek an
injunction or stay of execution of, or (ii) to seek to appeal, reopen,
modify, vacate or otherwise seek reconsideration or review with respect to
the stipulated judgment and/or judgment obtained and enforced in accordance
with this Stipulation for Judgment of Strict Foreclosure.

PLAINTIFF, DEFENDANT,
THE PRUDENTIAL INSURANCE HOLLY POND ASSOCIATES
COMPANY OF AMERICA LIMITED PARTNERSHIP

By By

John F. Carberry Matthew J. Forstadt
Steven I. Frenkel Schatz & Schatz, Ribicoff & Kotkin
Cummings & Lockwood One Landmark Square
Four Stamford Plaza Stamford, CT 06901
P.O. Box 120 (203)964-0027
Stamford, CT 06904 Juris No. 101914
(203)327-1700
Juris No. 13252

EXHIBIT C

EXCLUDED PERSONAL PROPERTY

EXHIBIT D

RELEASE

This Release (the "Release") is given this 16th day of January,
1996, by THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
Corporation, with a principal place of business at Three Gateway Center,
13th Floor, Newark, New Jersey 07102-4077 ("Lender" or the "Releasor"), to
HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership with a business address c/o Peter K. Underhill, 425 Brushy
Ridge Road, New Canaan, Connecticut 06840 (the "Borrower"), and PETER L.
UNDERHILL ASSOCIATES, LLC, a Connecticut limited liability company with a
business address c/o Peter K. Underhill, 245 Brushy Ridge Road, New Canaan,
Connecticut 06840 ("PKUA," and collectively referred to herein with the
Borrower as the "Release").
RECITALS
WHEREAS, Borrower owns real property known as Holly Pond Plaza,
together with all the improvements thereon, (the "Real Property"), which
consists of a commercial office building and the personal property owned by
Borrower and located at 1281 Main Street, Stamford, Connecticut (the
"Personal Property"; the Real Property and the Personal Property are
hereinafter collectively referred to as the "Property"); and

WHEREAS, on or about May 1, 1981, Lender made a loan to
Borrower in the original principal amount of $5,400,000 (the "Loan"), which
Loan is evidenced by, INTER ALIA, a Note Secured by Mortgage dated May 1,
1981, as modified by a certain Modification Agreement dated March 7, 1984
(the "Modification Agreement") made by and between Lender and Borrower and
recorded in Volume 2378 at Page 51 of the Land Records of the City of
Stamford, County of Fairfield, State of Connecticut (the Note Secured by
Mortgage as so modified by the Modification Agreement being referred to
herein as the "Note"). The Note is secured by (i) a Mortgage Deed Dated
May 1, 1981 and recorded in Volume 2031 at Page 334 of the Land Records of
the City of Stamford, County of Fairfield, State of Connecticut, as
modified by the Modification Agreement (the Mortgage Deed as so modified by
the Modification Agreement being referred to herein as the "Mortgage");
(ii) an Assignment of Lease dated May 1, 1981 made by Borrower in favor of
Lender and recorded in Volume 2032 at Page 1 of the Land Records of the
City of Stamford, County of Fairfield, State of Connecticut (the
"Assignment of Lease "); and (iii) a Security Agreement dated May 1, 1981
made by Borrower in favor of Lender (the "Security Agreement"); and

WHEREAS, pursuant to the terms of an Agreement by and between
Releasor and Borrower of even date herewith (the "Settlement Agreement"),
this Release is to be delivered to Releasee; and

WHEREAS, Releasor is represented by counsel and has consulted
with counsel prior to executing this Release;

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and
other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Releasor, together with, and on behalf of, its
employees, attorneys, agents, affiliates, successors and assign
(collectively, "Releasing Parties"), does hereby remise, release and
discharge Release, together, with its partners, employees, attorneys,
agents, affiliates, successors and assigns, of and from any and all manner
of action or actions, cause or

causes of actions, suit, debts, dues, sums of money, accounts, reckonings,
bonds, leases, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgements,
executions, claims and demands, whatsoever, at law or in equity, and
whether arising out of contract, tort, quasi-contract, or otherwise, known
or unknown, which Releasor ever had, now has or may have in the future
against Releasee arising under the Loan Documents or in connection with the
Property and the Environmental Action (and the facts and circumstances
forming the basis thereof) including, without limitation, all rights and
claims including rights of contribution Releasing Parties may have under
applicable local, state and federal environmental laws.

PROVIDED, HOWEVER, it is not the intent of this Release to
release Releasee from obligations of releasee arising with respect to the
Settlement Agreement.

PROVIDED FURTHER, THAT, to the extent that Releasee fails to
take any action required by Paragraph 2 or Paragraph 5 of the Settlement
Agreement, or takes any action which materially interferes with, materially
delays or materially postpones Releasor's realization of the rights granted
to it in the settlement Agreement, including, without limitation, the
actions addressed in Paragraph 8 of the Settlement Agreement, or if any of
the transactions or instruments contemplated by the Settlement Agreement
are voided, set aside or declared null and void, by reason of actions taken
by Releasee or any of its partners in proceedings in connection with the
insolvency, bankruptcy or reorganization of Releasee or any of its
Partners, this Release shall, at the sole option of Releasor, be null and
void and of no force and effect and in such event, Releasor reserves the
right to pursue any and all claims against Releasee that existed prior to
the execution and delivery of this Release.

This Release shall be governed by and construed in accordance
with the laws of the State of Connecticut.

IN WITNESS WHEREOF, Releasor has hereunto set or caused to be
set its hand, on the day and year first above written.

WITNESSED BY: THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By DAVID M. RODGERS
Name:David M. Rodgers
Title: Vice President

STATE OF CONNECTICUT )
) ss: Stamford January 16, 1996
COUNTY OF FAIRFIELD )

Personally appeared The Prudential Insurance Company of America, a
New Jersey corporation, by David M. Rodgers, its duly authorized Vice
President, signer of the foregoing instrument, and acknowledged that same
to be his/her free act and deed and the free act and deed of said
corporation, before me.

Notary Public
My Commission Expires:

EXHIBIT E

RELEASE

This Release (the "Release") is given this 16th day of January,
1996 by HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership with a business address c/o Peter K. Underhill, 425 Brushy
Ridge Road, New Canaan, Connecticut 06840 ("Borrower" or the releasor"), to
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation with
a principal place of business at Three Gateway Center, 13th Floor, Newark,
New Jersey 17102-4077 ("Lender" or the "Releasee").

WHEREAS, Lender is presently the holder and owner of the Note,
the Mortgage, the Assignment of Lease, the Security Agreement and all other
documents

entered into by or on behalf of Borrower and delivered to Lender in
connection with the Loan (collectively, the "Loan Documents"); and

WHEREAS, Borrower acknowledges that the Loan Documents may be
transferred and assigned by Lender to any third party ("Lender's
Assignee"), at Lender's sole option, and that upon such assignment,
Lender's Assignee shall assume all rights and obligations of Lender under
this Agreement, and Borrower is agreeable to the entry of appropriate
orders in the Foreclosure Action and the Environmental Action substituting
Lender's Assignee as the plaintiff in the Foreclosure Action and the
Environmental Action; and

WHEREAS, pursuant to the terms of an Agreement by and between
Releasor and Releasee of even date herewith (the "Settlement Agreement"),
this Release is to be delivered to Releasee; and

WHEREAS, Releasor is represented by counsel and has consulted
with counsel prior to executing this Release.

-2-

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and
other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Releasor, together with its partners, employees,
attorneys, agents, affiliates, successors and assigns, does hereby remise,
release and discharge Releasee, together with its shareholders, employees,
attorneys, agents, affiliates, successors and assigns, of and from any and
all manner of action or actions, cause or causes of actions, suit, debts,
dues, sums of money, accounts, reckonings, bonds, leases, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, damages, judgments, executions, claims and demands, whatsoever,
at law or in equity, and whether arising out of contract, tort,
quasicontract, or otherwise, known or unknown, which Releasor ever had, now
has or may have in the future against Releasee arising out of or in
connection with the Loan Documents, the Property the Foreclosure Action and
the Environmental Action.

This Release shall be governed by and construed in accordance
with the laws of the State of Connecticut.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

WITNESSED BY: HOLLY POND ASSOCIATES LIMITED
PARTNERSHIP

By PETER K. UNDERHILL
Name:Peter K. Underhill
Title: General Partner

By RANDALL A. HACK
Name: Randall A. Hack
Title: General Partner

By ROBERT LIBERMAN
Name: Robert Liberman
Title: General Partner

By: JOSHUA A. MUSS
Name: Joshua A. Muss
Title: General Partner

-3-

By CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - X, a limited partnership
and a Limited Partner of the Borrower

By JMB Realty Corporation, a
Delaware corporation,
its general partner

By
Name:
Title:

-4-

EXHIBIT E - 1

RELEASE

This Release (the "Release") is given this 16th day of January, 1996
by HOLLY POND ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited
partnership with a business address c/o Peter K. Underhill, 425 Brushy
Ridge Road, New Canaan, Connecticut 06840 ("Borrower" or the "Releasor"),
to 1281 EAST MAIN ASSOCIATES, LLC, a Connecticut limited liability company
with a business address at 175 Post Road West, Westport, Connecticut 06880
(the "Release").

R E C I T A L S

WHEREAS, Borrower owns real property known as Holly Pond Plaza,
together with all the improvements thereon, (the "Real Property"), which
consists of a commercial office building and the personal property owned by
Borrower and located at 1281 Main Street, Stamford, Connecticut, (the
"Personal Property"; the Real Property and the Personal Property are
hereinafter collectively referred to as the "Property"); and

WHEREAS, on or about May 1, 1981, The Prudential Insurance Company of
America ("Lender") made a loan to Borrower in the original principal amount
of $5,400,000 (the "Loan") which Loan is evidenced by, INTER ALIA, a Note
Secured by Mortgage dated May 1, 1981, as modified by a certain
Modification Agreement dated March 7, 1984 (the "Modification Agreement")
made by and between Lender and Borrower and recorded in Volume 2378 at Page
51 of the Land Records of the City of Stamford, County of Fairfield, State
of Connecticut (the Note Secured by Mortgage as so modified by the
Modification Agreement being referred to herein as the "Note"). The Note
is secured by (i) a Mortgage Deed dated May 1, 1981 and recorded in Volume
2031 at Page 334 of the Land Records of the City of Stamford, County of
Fairfield, State of Connecticut, as modified by the Modification Agreement
(the Mortgage Deed as so modified by the Modification Agreement being
referred to herein as the "Mortgage"); (ii) an Assignment of Lease dated
May 1, 1981 made by Borrower in favor of Lender and recorded in Volume 2032
at Page 1 of the Land Records of the City of Stamford, County of Fairfield,
State of Connecticut (the "Assignment of Lease"); and (iii) a Security
Agreement dated May 1, 1981 made by Borrower in favor of Lender (the
"Security Agreement"); and

WHEREAS, Releasee intends to purchase from Lender, and become the
holder and owner of, the Note, the Mortgage, the Assignment of Lease, the
Security Agreement and all other documents entered into by or on behalf of
Borrower and delivered to Lender in connection with the Loan (collectively,
the "Loan Documents"); and

WHEREAS, the Loan is in default as a result of Borrower's failure to
pay the installments of principal and interest due under the Note, and the
following amounts are now due and payable to Lender pursuant to the terms
of the Loan Documents: (a) principal in the amount of $5,193,251.24; (b)
interest through November 22, 1995, in the amount of $3,310,590.43, plus
interest due at the per diem rate of $1,737; (c) delay fees and late
charges in the amount of $529,049.60; and (d) costs and attorneys' fees
incurred by Lender (collectively, the "Indebtedness"); and

WHEREAS, Borrower has continued in possession of the Property to
manage and maintain the Property subsequent to commencement by Lender of a
certain foreclosure action, D.N. CV 91-0120403 S, in the Superior Court,
Judicial District of Stamford/Norwalk at Stamford, against Borrower (the
"Foreclosure Action"); and

WHEREAS, as a result of a certain identified environmental condition
of the Property, Borrower has commenced that certain civil action against
Texaco, Inc., Docket No. 5:92 CV 304 currently pending in the United States
District Court for the District of Connecticut (the "Environmental
Action"); and

WHEREAS, Borrower acknowledges that the Loan Documents will be
transferred and assigned by Lender to Releasee, and that upon such
assignment, Releasee shall assume all rights and obligations of Lender
under this Agreement, and Borrower is agreeable to the entry of appropriate
orders n the Foreclosure Action and the Environmental Action substituting
Release as the plaintiff in the Foreclosure Action and Environmental
Action; and

WHEREAS, pursuant to the terms of an Agreement by and between
Releasor and Lender of even date herewith (the "Settlement Agreement"),
this Release is to be delivered to Releasee; and

WHEREAS, Releasor is represented by counsel and has consulted with
counsel prior to executing this Release.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Releasor, together with its partners, employees, attorneys,
agents, affiliates, successors and assigns, does hereby remise, release and
discharge Releasee, together with its shareholders, employees, attorneys,
agents, affiliates, successors and assigns, of and from any and all manner
of action or actions, cause or causes of actions, suit, debts, dues, sums
of money, accounts, reckonings, bonds, leases, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances,
damages, judgments, executions, claims and demands, whatsoever, at law or
in equity, and whether arising out of contract, tort, quasicontract, or

-2-

otherwise, known or unknown, which Releasor ever had, now has or may have
in the future against Releasee arising out of or in connection with the
Loan Documents, the Property the Foreclosure Action and the Environmental
Action.

Provided, however it is not the intent of this Release to
release Releasee from the obligations of Releasee arising with respect to
the Settlement Agreement.

This Release shall be governed by and construed in accordance
with the laws of the State of Connecticut.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

WITNESSED BY: HOLLY POND ASSOCIATES LIMITED
PARTNERSHIP

By PETER K. UNDERHILL
Name:Peter K. Underhill
Title: General Partner

By RANDALL A. HACK
Name:Randall A. Hack
Title: General Partner

By ROBERT LIBERMAN
Name:Robert Liberman
Title: General Partner

By: JOSHUA A. MUSS
Name:Joshua A. Muss
Title: General Partner

-3-

By CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - X, a limited partnership
and a Limited Partner of the Borrower

By JMB Realty Corporation, a
Delaware corporation,
its general partner

By
Name:
Title:

-4-

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a partner of Sunrise Brownsville Associates, Ltd.,
a limited partnership which holds title to the Sunrise Mall in Brownsville,
Texas. The Partnership is a partner of Holly Pond Associates, a limited
partnership which, until January 1996, held title to the Holly Pond Office
Center in Stamford, Connecticut. The seller of the property is a partner
in the joint venture. The Partnership is a partner of Greenway Associates,
a general partnership which is a partner in Greenway Tower Joint Venture, a
general partnership which holds title to the Greenway Towers Office
Building in Dallas, Texas. Reference is made to Note 3 for a description
of the terms of such joint venture partnerships.

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 - X, 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, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000314459
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - X

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

<CASH> 14,795,994
<SECURITIES> 0
<RECEIVABLES> 346,516
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,142,510
<PP&E> 26,813,864
<DEPRECIATION> 15,499,705
<TOTAL-ASSETS> 28,126,513
<CURRENT-LIABILITIES> 9,666,360
<BONDS> 11,510,916
<COMMON> 0
0
0
<OTHER-SE> 2,022,289
<TOTAL-LIABILITY-AND-EQUITY> 28,126,513
<SALES> 4,778,321
<TOTAL-REVENUES> 5,734,107
<CGS> 0
<TOTAL-COSTS> 3,463,365
<OTHER-EXPENSES> 662,299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,806,279
<INCOME-PRETAX> (197,836)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,072,203)
<DISCONTINUED> 7,065,757
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,993,554
<EPS-PRIMARY> 50.06
<EPS-DILUTED> 50.06

</TABLE>

FIRST INTERSTATE CENTER

SEATTLE, WASHINGTON
-------------------------

ITEM 5. OTHER EVENTS. On December 1, 1994, Carlyle Seattle, a joint
venture between Carlyle Real Estate Limited Partnership-X (the
"Partnership") and an affiliated partnership (Carlyle Real Estate Limited
Partnership-XII ("Carlyle-XII")) sponsored by the Corporate General Partner
of the Partnership, sold 49.95% of its interest and entered into an option
agreement concerning the remaining 50.05% interest in the First Interstate
joint venture to its unaffiliated venture partner, 999 Third Avenue, Ltd.,
(the "Buyer"). Occupancy at the First Interstate Center was approximately
97% at the date of sale.

In May 1994, Carlyle Seattle executed an agreement with the Buyer to
sell 49.95% of its interest in First Interstate by December 1994, with an
option for the unaffiliated venture partner to purchase the remaining
50.05% interest between one and two years after the initial sale closing
subject to certain conditions. Carlyle Seattle received at closing in
December 1994 $20,000,000 cash (less non-refundable deposits received prior
to the closing of $1,000,000) for 49.95% of its interest in First
Interstate, $5,000,000 cash for the option of the Buyer to purchase the
remaining 50.05% of Carlyle Seattle's interest in the First Interstate
joint venture and an additional $15,000,000 cash in the form of a loan to
Carlyle Seattle. The $15,000,000 loan to Carlyle Seattle (bearing interest
at a rate of 9% per annum with accrued interest and unpaid principal due on
January 1, 1997) is secured by Carlyle Seattle's remaining 50.05% interest.

The exercise price for the remaining 50.05% interest is $21,350,000 if the
purchase option is exercised one year from the initial closing, increasing
up to $22,850,000 at the termination of the option period. The exercise
price would be satisfied by applying the $5,000,000 option purchase price
paid at the initial closing and applying the balance of unpaid principal
and accrued interest on the $15,000,000 Carlyle Seattle loan. In
connection with the sale, the First Interstate Venture Agreement has been
amended to state that no profits, income or gain shall be allocable to
Carlyle Seattle except to the extent that Carlyle Seattle receives any
distributions from First Interstate and operating losses shall be allocated
to the extent of Carlyle Seattle's positive capital account balance and
thereafter at 25.025%. In addition, the Venture Agreement provides that
any distributions to Carlyle Seattle are subordinate to the Buyer's
preferred return (as defined). The Partnership estimates that

it will recognize a gain on the sale of its share of the 49.95% interest in
the First Interstate joint venture of approximately $9,400,000 for
financial reporting purposes. Due to the structure of the transaction, the
Partnership recognized a gain on sale of its share of Carlyle Seattle's
entire interest in the First Interstate joint venture of approximately
$22,300,000 for Federal income tax purposes.

The terms of the Carlyle Seattle venture agreement generally provide
that annual cash flow, sale or refinancing proceeds, operating profits and
losses and tax items will be allocated 26.7% to the Partnership and 73.3%
to Carlyle-XII.

The Partnership Agreement provides that the General Partners shall
receive 15% of sale or refinancing proceeds (net after expenses and related
working capital) and the Limited Partners shall receive 85%. However, the
distributions to the General Partners are subject to the Limited Partners'
receipt of (i) an amount from sale or refinancing proceeds equal to the
Limited Partners' capital investment in the Partnership, and (ii)
cumulative cash distributions from net cash receipts (plus any cumulative
distributions of sale or refinancing proceeds in excess of the Limited
Partners' capital investment) equal to a 6% annual return on their average
capital investment (capital investment reduced by sale or refinancing
proceeds previously distributed) for each year beginning with the third
fiscal quarter of 1981. The Limited Partners have not yet received cash
distributions equal to their investment plus a 6% annual return on such
investment. Therefore, no portion of the proceeds of this sale will be
distributed to the General Partners at this time.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
10.1. Letter Regarding Sale/Option and Partnership
Amendment, dated May 15, 1994, between Carlyle Seattle Associates and 999
Third Avenue, Ltd. relating to the First Interstate Center in Seattle,
Washington is hereby incorporated herein by reference to the Partnership's
report for June 30, 1994 on Form 10-Q (File No. 0-9726) dated August 12,
1994.

10.2. Agreement of Limited Partnership of Wright-Carlyle
Seattle Limited Partnership, dated November 30, 1994, between Wright
Runstad Properties L.P., and Carlyle Seattle Associates is filed herewith.

SIGNATURES

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 - X

By: JMB Realty Corporation
Corporate General Partner

By:
---------------------------------
C. Scott Nelson, Vice President
Accounting Officer

Dated: March 23, 1995

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 1, 1994

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

Illinois 0-9726 36-3057941
- ------------------- -------------- --------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)

900 N. Michigan Avenue, Chicago, Illinois 60611-1575
-----------------------------------------------------
(Address of principal executive office)

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

FIRST INTERSTATE CENTER

SEATTLE, WASHINGTON
-------------------------

SIGNATURES

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 - X

By: JMB Realty Corporation
Corporate General Partner

By:
---------------------------------
C. Scott Nelson, Vice President
Accounting Officer

Dated: March 23, 1995