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

CARLYLE REAL ESTATE LTD PARTNERSHIP XI
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 number 0-10494

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

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

900 N. Michigan Ave., Chicago, 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 . . . . . . . . . 15

Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . 22

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . 54

PART III

Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . 54

Item 11. Executive Compensation. . . . . . . . . 57

Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . 58

Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . 59

PART IV

Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K. . . 59

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

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

The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's real property
investments are located throughout the nation and it has no real estate
investments located outside of the United States. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2031. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
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 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 DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1995,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (g) SIZE PURCHASECAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- ------------------------------ ---------------------
<S> <C> <C> <C> <C>
1. River Hills Apartments
Arlington, Texas 476 units 4/14/81 11/26/84 fee ownership of land
and improvements
2. Wood Forest Glen
Apartments
Houston, Texas. 336 units 4/15/81 4/2/92 fee ownership of land
and improvements
3. Scotland Yard
Apartments-Phase I
Houston, Texas. 332 units 4/15/81 3% fee ownership of land
and improvements
4. Somerset Lake
Apartments
Indianapolis,
Indiana.. . . . 360 units 6/1/81 11/10/88 fee ownership of land
and improvements
5. Pavillion Towers
Office Complex
Aurora, Colorado 280,000 5/28/81 4/25/86 fee ownership of land
sq.ft. and improvements (through
n.r.a. joint venture partnership)
6. Bitter Creek
Apartments
Grand Prairie,
Texas . . . . . 472 units 6/1/81 6/10/92 fee ownership of land and
improvements (through
joint venture partner-
ship)
7. Mall of Memphis
Memphis, Tennessee 493,000 8/3/81 15% fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)(d)(h)
8. 767 Third Avenue
Office Building
New York, New York 284,000 9/30/81 20% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)(d)(h)

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1995,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (g) SIZE PURCHASECAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- ------------------------------ ---------------------

9. Riverfront Office
Building
Cambridge,
Massachusetts . 340,000 10/22/81 7% fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partnership)
(d)(e)
10. Fontaine Woods
Apartments
Red Bank,
Tennessee . . . 262 units 12/1/81 12/31/84 fee ownership of land and
improvements (through joint
venture partnership)
11. El Dorado View
Apartments
Webster, Texas. 244 units 7/31/81 2% fee ownership of land and
improvements
12. Gatehall Plaza
Office Building
Parsippany,
New Jersey. . . 118,000 3/11/82 10/31/91 fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partnership)
13. 824 Market Street
Office Building
Wilmington,
Delaware. . . . 195,220 6/15/82 12/12/94 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)(f)
14. Scotland Yard
Apartments-Phase II
Houston, Texas. 346 units 6/28/82 3% fee ownership of land and
improvements
15. South Point
Apartments
Houston, Texas. 244 units 5/11/82 7/29/93 fee ownership of land and
improvements (c)
16. Meadowcrest
Apartments
Dallas, Texas . 352 units 7/1/82 6/9/92 fee ownership of land and
improvements

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

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

(a) The computation of this percentage for properties held at
December 31, 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 description of the joint
venture partnership through which the Partnership has made this real
property investment.

(e) Reference is made to Note 8(b) for a description of the leasehold
interest, under a ground lease, in the land on which this real property
investment is situated.

(f) The lender realized upon its security and took title to the
property in 1994. Reference is made to Note 4(b).

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

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

</TABLE>

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

Effective November 1995, Riverfront Office Park Joint Venture entered
into a loan repayment agreement with their lender. The terms of the
agreement generally provide for (a) a retroactive reduction of the interest
rate payable on the loans, (b) an amended maturity date to December 2007,
(c) residual interest, and (d) the establishment of escrow accounts from
operating cash flows to fund future property maintenance and leasing costs
as well as to repay outstanding principal on the notes (Note 4(b)).

In August 1995, Mall of Memphis Associates purchased the Venture
Partner's interest in the Partnership and concurrently admitted the General
Partner of the Partnership to the venture with a .1% interest (Note 4(b)).

Reference is made to Note 8(a) for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
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 hereby 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 hereby made for a description of said
properties.

The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 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. Scotland Yard Apartments
-Phase II
Houston, Texas. . . Residential 92% 89% 95% 92% 93% 90% 95% 98%
2. 824 Market Street
Wilmington, Delaware Banking 42% 56% 56% N/A N/A N/A N/A N/A
3. Mall of Memphis
Memphis, Tennessee. Retail 88% 85% 87% 85% 82% 82% 82% 84%
4. Riverfront Office
Building
Cambridge,
Massachusetts . . . Insurance/Soft- 89% 90% 91% 95% 95% 95% 99% 99%
ware Development
5. Scotland Yard Apartments
-Phase I
Houston, Texas. . . Residential 92% 91% 92% 92% 93% 93% 93% 96%
6. El Dorado View Apartments
Webster, Texas. . . Residential 93% 94% 93% 91% 94% 95% 90% 92%
7. 767 Third Ave.
Office Building
New York, New York. Foreign
Representation 86% 87% 86% 89% 92% 95% 95% 92%
8. National City Center
Office Building
Cleveland, Ohio . . Banking 94% 94% 94% 94% 97% 97% 97% 97%

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

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.

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

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

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

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

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

PART II

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

As of December 31, 1995, there were 14,939 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 - XI
(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 . . . . .$ 35,760,756 36,744,939 37,574,501 40,441,060 48,842,071
============ ======================== ========================

Operating loss . . . .$ (7,053,174) (12,674,872)(11,510,063) (6,856,914) (6,310,403)
Partnership's share of
operations of uncon-
solidated ventures. . 67,570 (125,370) (136,092) (762,164) (1,319,301)
Venture partners' share
of ventures' operations 2,794,709 3,968,903 3,679,780 2,339,587 1,148,561
------------ ------------------------ ------------------------
Net operating loss . . (4,190,895) (8,831,339) (7,966,375) (5,279,491) (6,481,143)
Gain on sale or disposi-
tion of investment
properties, net of
venture partner's share -- 4,693,546 1,433,916 8,790,767 4,235,904
Extraordinary items,
net of venture partner's
share . . . . . . . . -- -- -- -- 143,082
------------ ------------------------ ------------------------
Net earnings (loss)$ (4,190,895)(4,137,793) (6,532,459) 3,511,276 (2,102,157)
============ ======================== ========================

Net earnings (loss) per
limited partnership
interest (b):
Net operating loss.$ (29.27) (61.68) (55.62) (36.86) (45.25)
Gain on sale or dis-
position of investment
properties, net of
venture partner's
share. . . . . . . -- 33.80 10.32 63.29 30.50
Extraordinary items,
net of venture
partner's share. . -- -- -- -- 1.00
------------ ------------------------ ------------------------
Net earnings (loss)$ (29.27) (27.88) (45.30) 26.43 (13.75)
============ ======================== ========================

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

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

1995 1994 1993 1992 1991
-------------------------- ----------- ------------------------
Total assets . . . . .$154,431,514 151,349,909 169,411,131 170,266,483 194,905,203
Long-term debt . . . .$128,508,546 108,263,135 106,140,597 104,843,567 107,084,925
Cash distributions
per Interest (c). . .$ -- -- -- -- 3.75
============ ======================== ========================

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

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

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

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

</TABLE>

<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1995

Property
- --------

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

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

1991. . . . . 84% 13.88
1992. . . . . 87% 13.04
1993. . . . . 91% 12.92
1994. . . . . 85% 14.05
1995. . . . . 84% 13.57
<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> <C> <C> <C> <C> <C> <C>

Dillards 130,266 $563,070 9/2012 --
(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 the Mall of Memphis:

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

1996 16 31,000 622,905 13.1%
1997 14 32,000 547,196 11.5%
1998 9 10,000 286,215 6.0%
1999 12 19,000 448,004 9.4%
2000 8 18,000 444,763 9.3%
2001 14 60,000 686,744 14.4%
2002 10 18,000 473,532 9.9%
2003 10 24,000 499,230 10.5%
2004 3 14,000 314,608 6.6%
2005 4 18,000 314,139 6.6%
<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>

Property
- --------

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

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

1991. . . . . 70% 69.70
1992. . . . . 67% 47.95
1993. . . . . 83% 40.26
1994. . . . . 89% 39.46
1995. . . . . 92% 35.13
<FN>
(1) Average base rent per square foot is based on NRA occupied as of December 31
of each year.
</TABLE>
<TABLE>
<CAPTION>
Base RentScheduled LeaseLease
b) Significant Tenants Square FeetPer AnnumExpiration DateRenewal Option
------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

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

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

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

1996 26 54,000 1,851,594 23.7%
1997 7 29,000 942,263 12.1%
1998 8 54,000 1,927,018 24.7%
1999 3 8,000 266,460 3.4%
2000 4 20,000 797,656 10.2%
2001 2 11,000 379,200 4.9%
2002 4 23,000 948,120 12.2%
2003 1 7,000 226,050 2.9%
2004 1 3,000 51,968 0.7%
2005 3 10,000 332,514 4.3%
<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 8, 1981, the Partnership commenced an offering of $125,000,000
(subject to increase by up to $12,500,000) in Limited Partnership Interests
("Interests") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933. All Interests were subscribed and issued between
May 8, 1981 and May 5, 1982 pursuant to the public offering from which the
Partnership received gross proceeds of $137,500,000. After deducting
selling expenses and other offering costs, the Partnership had
approximately $121,936,000 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 to
satisfy working capital requirements. Portions of the proceeds were
utilized to acquire the properties described in Item 1 above.

At December 31, 1995, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $3,929,000. Such funds are
available for future distributions to partners, and for working capital
requirements including the Partnership's portion of the anticipated net
cash flow deficits at the 767 Third Avenue Office Building and the National
City Center Office Building as well as operating deficits and possible
selling costs related to the potential sale of Scotland Yard Phases I and
II and El Dorado View apartment complexes (Note 4(c)). The Partnership and
its consolidated ventures have currently budgeted in 1996 approximately
$2,830,000 for tenant improvements and other capital expenditures. The
Partnership's share of such items and its share of such similar items for
its unconsolidated ventures in 1996 is currently budgeted to be
approximately $2,218,000. Actual amounts expended in 1996 may vary
depending on a number of factors including actual leasing activity, results
of property operations, liquidity considerations and other market
conditions over the course of the year. Certain of the Partnership's
investment properties and properties in which the Partnership has an equity
interest currently operate in overbuilt markets which are characterized by
lower than normal occupancies and/or reduced rent levels. Such competitive
conditions will contribute to the anticipated net cash flow deficits
described above. The sources of capital for such items and for future
short-term and long-term liquidity and distributions to partners are
expected to be from net cash generated by the Partnership's investment
properties and through the sale of such investments. In such regard,
reference is made to the Partnership's property specific discussions below
and also the Partnership's disclosure of certain property lease expirations
in Item 6. The Partnership does not consider the mortgage notes receivable
arising from the previous sale of the Partnership's investment property to
be a source of future liquidity as collection of any past due or future
payments on the Partnership's notes is considered unlikely. Reference is
made to Note 7(a). The Partnership's and its Ventures' mortgage
obligations are separate non-recourse loans secured individually by the
investment properties and are not obligations of the entire investment
portfolio, and the Partnership and its Ventures are not personally liable
for the payment of the mortgage indebtedness.

The Partnership currently has adequate cash and cash equivalents to
maintain the operations of the Partnership. However, based upon estimated
operations of certain of the Partnership's investment properties, the
Partnership decided to suspend distributions to the Limited and General
Partners effective as of the second quarter of 1991. In addition, the
Partnership has deferred cash distributions and partnership management fees
related to the first quarter of 1991 as discussed in Note 9.

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

The lender of the existing long-term mortgage notes secured by the
Scotland Yard-Phase I and II, South Point, and El Dorado View apartment
complexes required the establishment of an escrow account, initially of
approximately $980,000 in the aggregate, to be used towards the purchase of
major capital items at the apartment complexes. The lender also required
$150,000 of the proceeds from the sale of the South Point Apartments, as
more fully discussed in Note 7, to be added to the escrow account. As of
December 31, 1995, the Partnership has fully depleted the escrow account.
Additionally, the lender has the right to call the remaining loans (at par)
at any time after January 1, 1996. Although no such notification has been
received as of the date of this report and the Partnership has received no
such indication that such notification is eminent, the Partnership may
assign title to the properties to the lender in satisfaction of the loans
if the Partnership is unsuccessful in selling or refinancing the properties
prior to the lender exercising its rights to call the loans. As a result,
the Partnership would recognize a net gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds.
The Partnership has been marketing the Scotland Yard Phase I and II and the
El Dorado View apartment complexes for sale. The Partnership has entered
into sales contracts from an independent third party to purchase the
properties. The sale is contingent upon, among other things, the purchaser
obtaining necessary financing to close the transaction. There can be no
assurances that the proposed sale will be consummated. However, the
Partnership has obtained the lenders approval with respect to terms of the
sale. Reference is made to Note 4(c).

767 Third Avenue Office Building

Occupancy at the property is 92% at December 31, 1995, up from 89% in
1994. The 767 Third Avenue venture is aggressively marketing the remaining
vacant space. The Partnership is obligated to fund its share of the net
cash flow deficits resulting from costs associated with any leasing
activity at the property.

During the first quarter of 1994, a tenant vacated a portion of its
space (approximately 6,450 square feet or 2% of the building's leasable
space) prior to its lease expiration of January 1997. The venture reached
an agreement with the tenant whereby the lease obligation was terminated in
return for an $672,000 payment to the venture. This space was subsequently
released to a new tenant. Vacancy rates in Midtown Manhattan (the sub-
market for this property) remain high and the increased competition for
tenants has resulted in significantly lower effective rental rates. The
adverse market conditions and the negative impact of effective rental rates
are expected to continue over the next few years. While this building is
in a premier location, it has been adversely impacted by the cost of
obtaining new leases and the lower effective rental rate which these leases
command.

In May 1992, the 767 Third Avenue joint venture obtained from the
existing lender, a mortgage loan which replaced a previous loan with such
lender bearing a substantially lower interest rate than the original loan.
In connection therewith, 767 Third Avenue was required to fund $5,400,000
into an escrow account to fund any future leasing costs and debt shortfalls
resulting from anticipated tenant turnover. The Partnership's joint
venture partner loaned $5,000,000 to the joint venture in order to
supplement the venture's cash payment to fund the escrow reserve account.
The Partnership purchased a 50% interest in this loan in June 1993.
Reference is made to Note 4(b). In 1993, the reserve account was depleted
and the venture (by way of partner contributions) continues to fund
required leasing costs and debt service shortfalls.

824 Market Street

Competition had risen significantly for the 824 Market Street venture
primarily due to new office building development in the area and the
contraction of tenants in the financial services industry, resulting in
lower effective rental rates. In order to reduce debt service payments,
the venture had negotiated with the first mortgage lender for a possible
modification to the mortgage note. Such negotiations were unsuccessful and
the first mortgage lender was the successful bidder at the foreclosure sale
held in October 1994. The deed was conveyed to the first mortgage lender
on December 12, 1994. As a result of the disposition of the property, the
Partnership recognized a gain in 1994 for financial reporting and Federal
income tax purposes of $3,689,195 and $6,805,134, respectively, with no
corresponding distributable proceeds. Reference is made to Note 4(b).

Riverfront Office Building

The property has been operating at a deficit. While the lender under
the four existing mortgage notes had accepted payments of partial debt
service, the aggregate loan balance of approximately $34,298,000 had been
reflected as a current liability in the consolidated financial statements
at December 31, 1994. In order to reduce debt service payments, the joint
venture initiated discussions with the lender to negotiate modifications to
the mortgage notes. Effective November 1995, the joint venture entered
into a Loan Repayment Agreement with the existing lender. The terms of the
agreement generally provide for a loan restructure that retroactively
reduces the interest rate payable on the loans and adjusts the terms of the
loans from their present maturity. The loans (which previously accrued
interest at rates ranging from 10% to 14% per annum) accrue interest at 6%
per annum for the period January 1, 1993 through December 31, 1997.
Thereafter, the interest rate per annum shall be the greater of the rate
derived using the "Coverage Formula" (as defined) or 7% from January 1,
1998 to December 31, 1999; 8.25% from January 1, 2000 to December 31, 2002;
and 9% from January 1, 2003 to December 31, 2007. In addition, as residual
interest, taking into account the annual interest payable as set forth
above, the lender is entitled to earn a minimum internal rate of return
ranging from 9% to 10.5% per annum calculated over the restructured loan
term and a Residual Amount (as defined) upon repayment.

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

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

after repayment of the loan (net of any management fees received by the
lessor). However, the loan restructure also provides that if, during
calendar year 1997, projections of gross rental revenue approved by the
lender during the year are not less than $9 million per year for each of
the next five calendar years, annual payments of ground rent would resume,
but at a reduced amount (as defined). Reference is made to Note 4(b).
Riverfront is not considered a source of future liquidity to the
Partnership.

Mall of Memphis

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

In August 1995, the Partnership purchased the venture partner's 36.94%
interest in Mall of Memphis and concurrently admitted the General Partner
of the Partnership to the venture with a .1% interest. Accordingly, the
Partnership has accounted for its investment in Mall of Memphis as wholly-
owned as of August 1995. The purchase price of approximately $5,500,000,
of which $500,000 (plus certain closing costs) was paid in cash at closing
with the balance represented by a $5,000,000 promissory note. The purchase
price exceeded the venture partner's capital account balance for financial
reporting purposes by $9,402,453. This difference was accounted for as
additional basis in the investment property for financial reporting
purposes. Correspondingly, the venture partner's deficit in ventures was
reduced by $3,857,980. Interest accrues on the unpaid balance of the
promissory note at a rate of 8.0% per annum from the acquisition date and
is payable June 1 of each year solely to the extent of 36.94% of the
venture's annual cash flow (as defined) for the preceding calendar year,
with any unpaid interest also accruing interest at 8.0% per annum. The note
is non-recourse and is secured only by the purchased partnership interest.
However, the Partnership has guaranteed the venture partner (seller), on a
recourse basis, that the interest payment to be paid on June 1, 1996 shall
be no less than $300,000 and that the interest payment to be paid on June
1, 1997 shall be no less than $600,000 less the amount actually paid by the
Partnership on June 1, 1996. Any amounts required to be paid in excess of
the interest accrued to date is applied to the outstanding principal
balance of the note. The promissory note requires repayment of principal
and all accrued interest at maturity (subject to reduction under certain
circumstances related to the property's market value) which is the earlier
of August 2002 (lender has two five-year options to extend) or upon sale of
the property. The venture partner has a right of first opportunity (as
defined) to purchase the property.

In May 1994, an affiliate of the General Partners had assumed management
of the property. Such affiliate had agreed at such time to pay the former
manager (an affiliate of the venture partner) an annual fee of $50,000 as
compensation for the assumption of the management contract. In conjunction
with the August 1995 transfer of the venture partner's interest, the
venture partner's rights to this annual management contract assumption fee
were assigned to the Partnership and settled for $250,000 by such affiliate
(subject to ratable refund by the Partnership should the management
agreement be terminated prior to January 1, 2001). Reference is made to
Note 4(c).

General

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

As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. The Partnership has also sought or may seek additional loan
modifications where appropriate. By conserving working capital, the
Partnership will be in a better position to meet the future needs of its
properties since outside sources of capital may be limited given the
portfolio's current debt levels. Due to these factors, the Partnership has
held certain of its investment properties longer than originally
anticipated in an effort to maximize the return to the Limited Partners.
Although the Partnership expects to distribute sale proceeds from the
disposition of certain of the Partnership's remaining assets, without a
dramatic improvement in market conditions, the Limited Partners will
receive significantly less than their original investment. However, after
reviewing the remaining properties and the marketplace in which they
operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of the remaining investment portfolio as
quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold in the nearer term), barring unforeseen economic
developments.

RESULTS OF OPERATIONS

The aggregate increase in cash and cash equivalents and related
decrease in short-term investments at December 31, 1995 as compared to
December 31, 1994 is due primarily to the maturity of short-term
investments in 1995. In addition, the increase is also due to a
reimbursement from the lender-required escrow account for recent capital
projects at Scotland Yard I and II (reference is made to Note 3(f)) and
cash generated from operations at the Mall of Memphis, partially offset by
operating deficits at Scotland Yard I & II.

The decrease in rents and other receivables at December 31, 1995 as
compared to December 31, 1994 is primarily due to receipt of certain
expense recoveries receivable related to 1994 from tenants at the Mall of
Memphis.

The increase in escrow deposits and restricted funds at December 31,
1995 as compared to December 31, 1994 is due to the terms of the Riverfront
loan modification agreement which requires the Partnership to fund cash
flow after debt service payments into escrow accounts to fund future
operating short-falls, principal payments and costs associated with
additional leasing as approved by the lender.

The increase in land and building and improvements at December 31,
1995 as compared to December 31, 1994 is primarily due to a $9,402,453
increase in basis of the Mall of Memphis investment property as a result of
the Partnership's purchase of the venture partner's interest in the Mall of
Memphis in August 1995 as more fully described in Note 4, capitalization of
tenant leasehold improvement costs at 767 Third Avenue office building and
capital improvement projects at the Scotland Yard I & II apartment
complexes which were partially funded from the lender-required escrow
account, as described above.

The increase in investment in unconsolidated venture, at equity at
December 31, 1995 as compared to December 31, 1994 and the increase in the
Partnership's share of operations of unconsolidated venture for the year
ended December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to an increase in the Partnership's allocable share of income
related to higher average occupancy and lower mortgage interest expense at
the Carlyle/National City investment property. (Reference is made to Note
4(b)).

The decrease in accrued rents receivable at December 31, 1995 as
compared to December 31, 1994 is primarily due to the Partnership accruing
rental income for certain major tenant leases at certain investment
properties over the full period of occupancy rather than as due per the
terms of their respective leases.

The decrease in venture partners' deficit in venture at December 31,
1995 as compared to December 31, 1994 is primarily due to the Partnership's
purchase of the venture partner's interest in the Mall of Memphis during
August 1995 as more fully described in Note 4(b), partially offset by
operations at the Riverfront office building.

The decrease in the current portion of long-term debt and the
corresponding increase in long-term debt, less current portion at December
31, 1995 as compared to December 31, 1994 is due to reclassification of the
Riverfront debt to long-term debt related to the restructuring of the loan
during 1995 partially offset by the debt at Scotland Yard I, Scotland Yard
II and El Dorado View apartments being reclassified to current, as further
discussed in Note 4(c). The increase in long-term debt is also the result
of the purchase of the venture partner's interest in the Mall of Memphis
during 1995.

The decrease in accrued interest at December 31, 1995 as compared to
December 31, 1994 is primarily due to interest accruals associated with the
non-recourse mortgage loan secured by the Riverfront office building being
added to the outstanding balance of the mortgage loan as a result of the
loan modification during 1995. The Partnership had been delinquent in debt
service payments.

The decrease in venture partners' subordinated equity in ventures at
December 31, 1995 as compared to December 31, 1994 is primarily due to
operations at the 767 Third Avenue office building.

The decrease in rental income for the year ended December 31, 1995 as
compared to the year ended December 31, 1994 is primarily due to the lender
realizing upon its security in the 824 Market Street office building in
December 1994, as more fully described in Note 4, partially offset by
increased average occupancy at the Riverfront and 767 Third Avenue office
buildings in 1995. The decrease in rental income for 1994 as compared to
1993 is primarily due to the sale of the South Point apartments in July
1993, as more fully discussed in Note 7, a reduction in rent paying
occupancy at the 824 Market Street office building during 1994 (the lender
realized upon its security in the building in December 1994), partially
offset by an increase in rent paying occupancy at the 767 Third Avenue
office building during 1994 and an increase in expense recoveries resulting
from an increase in certain expenses at the Mall of Memphis.

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

The decrease in interest income for 1994 as compared to 1993 is primarily
due to the decreased average investment in interest-bearing U.S. Government
obligations resulting from the Partnership's funding of the operating
deficits at the 767 Third Avenue office building during 1993 and 1994.

The decrease in mortgage and other interest expense and property
operating expenses for the year ended December 31, 1995 as compared to the
year ended December 31, 1994 is due primarily to the lender realizing upon
its security in the 824 Market Street office building in December 1994, as
more fully discussed in Note 4(b) and is also due to the reduction of
interest associated with the non-recourse mortgage loan secured by the
Riverfront office building. The increase in mortgage and other interest
for 1994 as compared to 1993 is primarily due to the accrual of
participation interest which the lender is entitled to under the terms of
the mortgages related to the Partnership's apartment complexes, as more
fully discussed in Note 4(c), partially offset by the sale of the South
Point apartments in July 1993, as more fully discussed in Note 7.

The decrease in depreciation expense for the year ended December 31,
1995 as compared to the year ended December 31, 1994 is primarily due to
the lender realizing upon its security in the 824 Market Street office
building during 1994, as more fully described in Note 4(b), partially
offset by depreciation expense related to the Partnership's purchase of the
venture partner's interest in the Mall of Memphis in August 1995.
Reference is made to Note 4(b).

The increase in amortization of deferred expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to increased amortization relating to capitalized leasing
costs at the 767 Third Avenue Office Building, the Riverfront Office
Building and the Mall of Memphis.

The increase in general and administrative expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
attributable primarily 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 decrease in property operating expenses for 1994 as compared to
1993 is primarily due to (i) the sale of the South Point apartments in July
1993, (ii) the establishment of a $527,774 reserve at December 31, 1993 due
to the uncertainty of collection of the Partnership's mortgage notes
receivable, as more fully discussed in Note 7, (iii) receipt in 1994 of a
$178,835 1993 tax refund at the Riverfront office building due to a
reduction in the property's 1993 assessed value, (iv) a reduction in 1994
real estate taxes of approximately $226,000 at the Riverfront office
building due to a reduction in the property's 1994 assessed value and (v)
the provision for doubtful accounts recorded in 1993 related to rents due
from the former tenant and second mortgage lender at the 824 Market Street
office building.

The decrease in professional services for 1994 as compared to 1993 is
primarily due to a reduction in 1994 in Partnership legal expenses.

The increase in the venture partners' share of loss of ventures'
operations for 1994 as compared to 1993 is primarily due to continuing
operating deficits during 1994 and the 1994 write-off of tenant
improvements at the Riverfront office building, as more fully discussed
above, partially offset by a reduction in operating deficits at the 767
Third Avenue office building due to an increase in occupancy during 1994.

The gain from sale or disposition of investment properties for 1994
resulted from the lender realizing upon its security in the 824 Market
Street office building and 1993 resulted from the sale of the South Point
apartments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1995 and 1994

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

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

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

Notes to Consolidated Financial Statements

Schedule
--------

Consolidated Real Estate and Accumulated DepreciationIII

SCHEDULES NOT FILED:

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

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI:

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

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Carlyle Real Estate Limited Partnership - XI and consolidated ventures at
December 31, 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 - XI
(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) . . . . . . . . . . . . $ 3,928,706 2,102,788
Short-term investments . . . . . . . . . . . . . . . . . . -- 1,392,755
Rents and other receivables (net of allowance for doubtful accounts
of $1,524,496 and $1,627,151 at December 31, 1995 and 1994,
respectively). . . . . . . . . . . . . . . . . . . . . . 1,126,899 1,337,171
Escrow deposits and restricted funds . . . . . . . . . . . 2,110,717 1,231,494
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . 1,184,253 1,298,981
------------ ------------

Total current assets . . . . . . . . . . . . . . . 8,350,575 7,363,189
------------ ------------

Mortgage notes receivable (net of reserve for uncollectibility
of $527,774, note 7(a)). . . . . . . . . . . . . . . . . . 2,067,695 2,067,695
Investment properties, at cost (notes 2, 3 and 4) - Schedule III:
Land and leasehold interests . . . . . . . . . . . . . . 17,654,091 16,428,011
Buildings and improvements . . . . . . . . . . . . . . . 191,845,064 181,221,236
------------ ------------

209,499,155 197,649,247
Less accumulated depreciation. . . . . . . . . . . . . . 81,997,627 75,428,110
------------ ------------

Total investment properties,
net of accumulated depreciation. . . . . . . . . 127,501,528 122,221,137

Investment in unconsolidated ventures, at equity (note 1). . 547,381 479,811
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . 4,147,934 4,806,743
Accrued rents receivable . . . . . . . . . . . . . . . . . . 2,910,837 3,520,761
Venture partners' deficits in ventures . . . . . . . . . . . 8,905,564 10,890,573
------------ ------------

$154,431,514 151,349,909
============ ============

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(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) . . . . . . . . $ 28,216,001 34,720,167
Accounts payable . . . . . . . . . . . . . . . . . . . . . 1,559,456 1,490,437
Unearned rents . . . . . . . . . . . . . . . . . . . . . . 675,234 640,109
Accrued interest . . . . . . . . . . . . . . . . . . . . . 2,270,877 8,266,609
Accrued real estate taxes. . . . . . . . . . . . . . . . . 1,511,605 1,475,804
------------ ------------
Total current liabilities. . . . . . . . . . . . . 34,233,173 46,593,126

Tenant security deposits . . . . . . . . . . . . . . . . . . 222,353 145,221
Long-term debt, less current portion (note 4). . . . . . . . 128,508,546 108,263,135
Deferred revenue (note 4(b)) . . . . . . . . . . . . . . . . 231,178 --
------------ ------------
Commitments and contingencies (notes 1, 2, 3, 4 and 8)
Total liabilities. . . . . . . . . . . . . . . . . 163,195,250 155,001,482

Deferred gain on sale of investment properties (note 7(a)) . 2,067,695 2,067,695
Venture partners' subordinated equity in ventures. . . . . . 3,830,469 4,751,737
Partners' capital accounts (deficit):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net losses. . . . . . . . . . . . . . . . . . (12,478,272) (12,310,636)
Cumulative cash distributions. . . . . . . . . . . . . . (1,116,446) (1,116,446)
------------ ------------
(13,593,718) (13,426,082)
------------ ------------
Limited partners:
Capital contributions, net of offering costs . . . . . . 121,935,233 121,935,233
Cumulative net losses. . . . . . . . . . . . . . . . . . (77,935,440) (73,912,181)
Cumulative cash distributions. . . . . . . . . . . . . . (45,067,975) (45,067,975)
------------ ------------
(1,068,182) 2,955,077
------------ ------------
Total partners' capital accounts (deficits). . . . (14,661,900) (10,471,005)
------------ ------------
$154,431,514 151,349,909
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . $35,420,992 36,560,773 37,316,818
Interest income. . . . . . . . . . . . . . 339,764 184,166 257,683
----------- ----------- -----------
35,760,756 36,744,939 37,574,501
----------- ----------- -----------

Expenses:
Mortgage and other interest. . . . . . . . 16,573,287 19,589,577 19,191,672
Depreciation . . . . . . . . . . . . . . . 6,561,402 8,518,226 6,750,315
Property operating expenses. . . . . . . . 17,758,087 19,755,404 21,348,910
Professional services. . . . . . . . . . . 272,963 282,379 360,581
Amortization of deferred expenses. . . . . 1,273,972 1,043,910 1,198,944
General and administrative . . . . . . . . 374,219 230,315 234,142
----------- ----------- -----------
42,813,930 49,419,811 49,084,564
----------- ----------- -----------

Operating loss . . . . . . . . . . (7,053,174) (12,674,872) (11,510,063)

Partnership's share of operations of
unconsolidated ventures (note 1) . . . . . 67,570 (125,370) (136,092)
Venture partners' share of ventures'
operations (note 3). . . . . . . . . . . . 2,794,709 3,968,903 3,679,780
----------- ----------- -----------

Net operating loss . . . . . . . . (4,190,895) (8,831,339) (7,966,375)

Gain from sale or disposition of investment
properties, net of venture partner's
share of gain (loss) of ($1,004,351) in 1994 -- 4,693,546 1,433,916
----------- ----------- -----------

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

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

Net earnings (loss). . . . . . . . $(4,190,895) (4,137,793) (6,532,459)
=========== =========== ===========

Net earnings (loss) per limited partnership
interest (note 1):
Net operating loss . . . . . . $ (29.27) (61.68) (55.62)
Gain from sale or disposition of
investment properties, net of
venture partner's share in
1994 and 1993. . . . . . . . -- 33.80 10.32
----------- ----------- -----------

$ (29.27) (27.88) (45.30)
=========== =========== ===========

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

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICIT)

YEARS ENDED DECEMBER 31, 1995, 1994 and 1993

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS
--------------------------------------------- -------------------------------------------------
CONTRI-
BUTIONS
NET OF
CONTRI- NET CASH OFFERING NET 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(11,700,002)(1,116,446)(12,815,448)121,935,233(63,852,563)(45,067,975) 13,014,695
Net loss
(note 5). . -- (304,316) -- (304,316) -- (6,228,143) -- (6,228,143)
-------------------------------------------------------------------------------------
Balance
(deficit)
December 31,
1993. . . . 1,000(12,004,318)(1,116,446)(13,119,764)121,935,233(70,080,706)(45,067,975)6,786,552
Net loss
(note 5). . -- (306,318) -- (306,318) -- (3,831,475) -- (3,831,475)
-------------------------------------------------------------------------------------
Balance
(deficit)
December 31,
1994. . . . 1,000(12,310,636)(1,116,446)(13,426,082)121,935,233(73,912,181)(45,067,975)2,955,077

Net loss
(note 5). . -- (167,636) -- (167,636) -- (4,023,259) -- (4,023,259)
-------------------------------------------------------------------------------------
Balance
(deficit)
December 31,
1995. . . . $1,000(12,478,272)(1,116,446)(13,593,718)121,935,233(77,935,440)(45,067,975)(1,068,182)
======================================================================================

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . $(4,190,895) (4,137,793) (6,532,459)
Items not requiring (providing) cash
or cash equivalents:
Depreciation . . . . . . . . . . . . . . 6,561,402 8,518,226 6,750,315
Amortization of deferred expenses. . . . 1,273,972 1,043,910 1,198,944
Reserve for mortgage notes receivable
(note 7(a)). . . . . . . . . . . . . . -- -- 527,774
Long-term debt - deferred accrued
interest . . . . . . . . . . . . . . . 633,264 2,544,737 1,061,103
Partnership's share of operations of
unconsolidated ventures. . . . . . . . (67,570) 125,370 136,092
Venture partners' share of ventures'
operations and gain (loss) on sale . . (2,794,709) (4,973,254) (3,679,780)
Total gain on sale or disposition of
investment properties. . . . . . . . . -- (3,689,195) (1,433,916)
Changes in:
Rents and other receivables. . . . . . . . 210,272 840,195 (641,662)
Escrow deposits and restricted funds . . . (879,223) 278,908 1,140,681
Prepaid expenses . . . . . . . . . . . . . 114,728 159,359 388,221
Accrued rents receivable . . . . . . . . . 609,926 (412,238) (774,775)
Accounts payable . . . . . . . . . . . . . 69,019 (100,585) (109,105)
Unearned rents . . . . . . . . . . . . . . 35,125 (94,413) 353,510
Accrued interest . . . . . . . . . . . . . 2,534,421 3,686,021 5,197,995
Accrued real estate taxes. . . . . . . . . 35,801 (28,607) (178,984)
Tenant security deposits . . . . . . . . . 77,132 (39,712) (46,800)
Deferred revenue . . . . . . . . . . . . . 231,178 -- --
----------- ----------- -----------

Net cash provided by
operating activities . . . . . . . 4,453,843 3,720,929 3,357,154
----------- ----------- -----------

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(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 . . . . . . . . . . 1,392,755 895,510 (419,666)
Additions to investment properties . . . . . (2,396,331) (4,338,481) (5,280,587)
Partnership's contributions to unconsolidated
ventures . . . . . . . . . . . . . . . . . -- (159,708) (137,250)
Payment of deferred expenses . . . . . . . . (658,174) (525,619) (2,322,486)
Cash paid for venture partners interest
(note 4(b)). . . . . . . . . . . . . . . . (544,473) -- --
Cash proceeds from sale of investment properties,
net of selling expenses (note 7) . . . . . -- -- 932,576
----------- ----------- -----------

Net cash used in investing activities (2,206,223) (4,128,298) (7,227,413)
----------- ----------- -----------

Cash flows from financing activities:
Proceeds from long-term debt . . . . . . . . -- -- 7,600,000
Principal payments on long-term debt . . . . (422,172) (381,403) (373,858)
Purchase of interest in note payable (note 4(b)) -- -- (2,500,000)
Venture partners' contributions to ventures. 251,500 579,019 1,038,350
Distributions to venture partners. . . . . . (251,030) -- (2,993,631)
----------- ----------- -----------

Net cash provided by (used in)
financing activities . . . . . . . (421,702) 197,616 2,770,861
----------- ----------- -----------

Net increase (decrease) in cash
and cash equivalents . . . . . . . 1,825,918 (209,753) (1,099,398)
Cash and cash equivalents,
beginning of year. . . . . . . . . 2,102,788 2,312,541 3,411,939
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . $ 3,928,706 2,102,788 2,312,541
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . $13,405,602 13,358,819 12,932,574
=========== =========== ===========
Non-cash investing and financing activities:
Purchase of venture partner's interest
(note 4(b)):
Addition to basis in investment property $ 9,402,453 -- --
Note payable . . . . . . . . . . . . . . (5,000,000) -- --
Increase in venture partner's deficit
in venture. . . . . . . . . . . . . . . (3,857,980) -- --
----------- ----------- -----------
Cash paid for venture partner's
interest in venture. . . . . . . . $ 544,473 -- --
=========== =========== ===========
Accrued interest added to balance of
of long-term debt pursuant to
loan modification (note 4(b)). . . $ 8,530,153 -- --
=========== =========== ===========

Balance due on mortgage note payable retired$ -- 13,514,864 --
Reduction of land. . . . . . . . . . . . . -- (1,905,000) --
Reduction of buildings and improvements. . -- (16,801,424) --
Reduction of accumulated depreciation. . . -- 5,599,445 --
Reduction of deferred expenses . . . . . . -- (555,967) --
Reduction of accrued interest payable. . . -- 4,131,910 --
Reduction of other assets and liabilities. -- (294,633) --
----------- ----------- -----------
Non-cash gain recognized on disposition
of investment property (note 4(b)) $ -- 3,689,195 --
=========== =========== ===========
Sale of investment properties (note 7):
Total sales proceeds, net of selling expenses$ -- -- 5,387,576
Principal balance due on mortgage payables -- -- 4,455,000
----------- ----------- -----------
Cash proceeds from sale of investment
properties, net of selling expenses. $ -- -- 932,576
=========== =========== ===========

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 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): Mall of Memphis
Associates ("Mall of Memphis"), 767 Third Avenue Associates ("767 Third
Avenue"), Riverfront Office Park Joint Venture ("Riverfront") and Excelsior
Associates, LP ("824 Market Street") (property transferred to lender in
December 1994, see note 4(b)). The effect of all transactions between the
Partnership and the ventures has been eliminated. The equity method of
accounting has been applied in the accompanying consolidated financial
statements with respect to the Partnership's interest in Carlyle/National
City Associates ("Carlyle/National City"). Accordingly, the accompanying
consolidated financial statements do not include the accounts of
Carlyle/National City.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to reflect the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership. The net effect of these items for the years
ended December 31, 1995 and 1994 is summarized as follows:

<TABLE>

1995 1994
-------------------------------------------------------------
TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------

Total assets . . . . . . . . . $154,431,514 26,282,722 151,349,909 25,263,575

Partners' capital accounts
(deficit) (note 5):
General partners.. . . . . (13,593,718) (12,245,230) (13,426,082) (12,146,236)
Limited partners.. . . . . (1,068,182) (21,932,672) 2,955,077 (19,556,845)

Net earnings (loss) (note 5):
General partners.. . . . . (167,636) (98,993) (306,318) 276,849
Limited partners.. . . . . (4,023,259) (2,375,828) (3,831,475) (1,431,203)

Net loss per limited
partnership interest . . . . (29.27) (17.29) (27.88) (10.41)
============ =========== =========== ============

</TABLE>

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

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($553,117 and $1,932,366 at December 31, 1995 and 1994, respectively) 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 and financing fees
incurred in connection with the acquisition and operation of the
properties. Deferred leasing fees are amortized using the straight-line
method over the terms stipulated in the related agreements. Deferred
financing fees are amortized over the related commitment periods.

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

Certain reclassifications have been made to the 1994 and 1993
consolidated financial statements to conform with the 1995 presentation.

Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires all
entities to disclose the SFAS 107 value of all financial assets and
liabilities for which it is practicable to estimate. Value is defined in
the Statement as the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes the carrying amount of its
financial instruments classified as current assets and liabilities
(excluding current portion of long-term debt) approximates SFAS 107 value
due to the relatively short maturity of these instruments. There is no
quoted market value available for any of the Partnership's other
instruments. The remaining debt, with a carrying value which approximates
the SFAS 107 value which is determined by discounting the scheduled loan
payments to maturity. Due to restrictions on transferability and
prepayment and the inability to obtain comparable financing due to
previously modified debt terms or other property specific competitive
conditions, the Partnership would be unable to refinance these properties
to obtain such calculated debt amounts reported (see note 4). The
Partnership has no other significant financial instruments.

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

(2) INVESTMENT PROPERTIES

(a) General

The Partnership acquired, either directly or through joint ventures
(note 3), ten apartment complexes, eight office buildings, and an enclosed
shopping mall. During 1984, the Partnership sold its Arlington, Texas and
its Red Bank, Tennessee apartment complexes. During 1986, the Partnership
sold its interest in Am-Car Real Estate Partnership-I joint venture ("AM-
CAR"), which had ownership interests in the Pavillion Towers office complex
located in Aurora, Colorado and the Coast Federal Office Building located
in Pasadena, California. During 1988, the Partnership (through Somerset
Lake Associates) sold its Indianapolis, Indiana apartment complex. During
1991, the Partnership disposed of its interest in the Gatehall Plaza office
building located in Parsippany, New Jersey. During 1992, the Partnership
sold its interest in the Wood Forest Glen Apartments, the Meadowcrest
Apartments and the Bitter Creek Apartments. In addition, during 1992, the
lender realized upon its security and took title to the Yerba Buena West
Office Building. During 1993, the Partnership sold its interest in the
South Point Apartments. During 1994, the lender realized upon its security
and took title to the 824 Market Street Office Building. All of the
properties owned at December 31, 1995 were operating. The cost of the
investment properties represents the total cost to the Partnership or its
ventures plus miscellaneous acquisition costs.

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

YEARS
-----

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

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

Maintenance and repair expenses are charged to operations as incurred.

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

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. 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, an additional provision for value impairment
will be required for the properties owned by the Partnership and its
consolidated ventures in the first period of implementation of SFAS 121.
Such provision is currently estimated to be approximately $8,500,000 in the
first period of implementation of SFAS 121. In addition, upon the
disposition of an impaired property, the Partnership would 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.

(3) VENTURE AGREEMENTS

(a) General

The Partnership at December 31, 1995 is a party to four operating
joint venture agreements. Pursuant to such venture agreements, the
Partnership made initial capital contributions of approximately $51,345,000
before legal and other acquisition costs and its share of operating
deficits as discussed below. In general, the Partnership's joint venture
partners, who are either the sellers (or their affiliates) of the property
investments being acquired or parties which have contributed an interest in
the property being developed, or were subsequently admitted to the
ventures, make no cash contributions to the ventures but their retention of
an interest in the property, through the joint venture, is taken into
account in determining the purchase price of the Partnership's interest,
which is determined by arm's-length negotiations. Under certain
circumstances, either pursuant to the venture agreements or due to the
Partnership's obligations as a general partner, the Partnership may be
required to make additional cash contributions to the ventures.

The Partnership has acquired, through the above ventures, an enclosed
shopping mall and three office buildings. The venture properties have been
financed under various long-term debt arrangements as described in note 4.

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

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

(b) Carlyle/National City

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

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

In January 1994, the debt service payments under the existing mortgage
for National City Office Building increased from 9-5/8% to 11-7/8% until
the previously scheduled maturity of the loan in December 1995.
Carlyle/National City reached an agreement with the current mortgage lender
to refinance the existing mortgage effective April 28, 1994, with an
interest rate of 8.5%. The loan will now be amortized over 22 years with a
balloon payment due on April 20, 2001. In addition, Carlyle/National City
paid a prepayment penalty of $580,586 based upon the outstanding loan
balance at the time of refinancing. The lender required an escrow account
of $612,000 to be established at the time of the refinancing for future
tenant improvements at the property. The escrowed funds are to be released
to Carlyle/National City upon lender approval of such costs. The lender
also required an escrow of the tenant improvement costs related to the
extension of a tenant lease. The Carlyle/National City is required to
escrow approximately $313,000 per year in 1994 through 1996 (approximately
$1,284,000 at December 31, 1995) and approximately $229,000 per year in
1997 and 1998. As of December 31, 1995, no amounts had been removed from
the tenant improvement escrow. Real estate taxes payable in 1994 increased
due to the expiration of a 25% reduction of a real estate tax abatement
that was received when the property was purchased. The final 25% of the
abatement expires in 1998 for taxes payable in 1999.

<TABLE>
(4) LONG-TERM DEBT

(a) Long-term debt consisted of the following at December 31, 1995 and 1994:

9-1/2% mortgage note; secured by the Scotland Yard - Phase I
apartment complex in Houston, Texas; payable in monthly
installments of interest only until January 1, 1999
(callable commencing January 1, 1996) when the remaining
balance, including participation interest, is payable
(see note 4(c)). . . . . . . . . . . . . . . . . . . . . . $ 10,800,673 10,800,673

10% first mortgage note; secured by the Mall of Memphis
shopping center in Memphis, Tennessee; payable in monthly
installments of principal and interest of $279,823 through
January 1, 2018; additional interest payable equal to 20%
of certain rents in excess of a specified level (approximately
$123,000, $86,000 and $14,000 for 1995, 1994 and 1993,
respectively). . . . . . . . . . . . . . . . . . . . . . . 29,855,127 30,208,085

14-1/2% second mortgage note; secured by the Mall of Memphis
shopping center in Memphis, Tennessee; payable in monthly
installments of principal and interest of $41,958 through
January 1, 2018. . . . . . . . . . . . . . . . . . . . . . 3,328,389 3,347,716

10% third mortgage note; secured by the Mall of Memphis
shopping center in Memphis, Tennessee; payable in monthly
installments of principal and interest of $66,696 through
May 1, 2003. . . . . . . . . . . . . . . . . . . . . . . . 7,477,252 7,527,139

10% mortgage note; secured by the 767 Third Avenue
office building in New York, New York; payable in monthly
installments of interest only until May 1, 1999 when the
remaining principal balance of $37,986,531 is payable;
additional interest equal to 5% of certain rents in
excess of a specified level is payable (no additional
interest was due for 1995, 1994 and 1993); modified,
(see note 4(b)). . . . . . . . . . . . . . . . . . . . . . 37,986,531 37,986,531

Promissory note payable to venture partner; unsecured;
related to 767 Third Avenue; bearing interest
at a rate equal to the prime rate (approximately
8.5% on December 31, 1995 and December 31,
1994, respectively) plus 2% payable in monthly
installments of interest only until May 1998
when the remaining balance is payable (see note 4(b)). . . 2,500,000 2,500,000

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

14% first mortgage note (modified as of November 9, 1995);
secured by the Riverfront office building in Cambridge,
Massachusetts; payable in monthly installments of principal
and interest only of $297,556 through September 1, 2018;
additional interest payable equal to 25% of gross receipts
in excess of a specified level (no additional interest was
due for 1994 and 1993) (see note 4(b)) . . . . . . . . . . -- 24,780,548

12-1/2% second mortgage note (modified as of November 9, 1995);
secured by the Riverfront office building in Cambridge,
Massachusetts; payable in monthly installments of principal
and interest of $12,693 through September 1, 2018 (see note 4(b)) -- 1,167,936

11-3/4% third mortgage note (modified as of November 9, 1995);
secured by the Riverfront office building in Cambridge,
Massachusetts; payable in monthly installments of principal
and interest of $26,964 through September 1, 2018 (see note 4(b)) -- 2,615,507

10-1/4% fourth mortgage note (modified as of November 9, 1995);
(total commitment $5,800,000) secured by the Riverfront office
building in Cambridge, Massachusetts; payable in monthly
installments of interest only of $48,978 through September 1995;
thereafter, payable in monthly installments of principal and
interest of $52,007 through September 1, 2000 (see note 4(b)) -- 5,734,000

First mortgage note payable (effective January 1, 1994)
secured by the Riverfront office building in Cambridge,
Massachusetts; payable in monthly installments of interest
only at rates ranging from 6% to 9% until December 31, 2007,
or prepayment date, when the remaining balance, including the
minimum return and residual amount, is payable;
interest accrued at an effective rate of approximately
9% commencing November 1995 (see note 4(b)). . . . . . . . 42,828,144 --

9-1/2% mortgage note; secured by the El Dorado View
apartment complex in Webster, Texas; payable in monthly
installments of interest only until January 1, 1999
(callable commencing January 1, 1996) when the
remaining balance, including participation interest,
is payable (see note 4(c)) . . . . . . . . . . . . . . . . 5,424,309 5,267,921

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

9-1/2% mortgage note; secured by the Scotland Yard - Phase II
apartment complex in Houston, Texas; payable in monthly
installments of interest only until January 1, 1999
(callable commencing January 1, 1996) when the remaining
balance, including participation interest, is payable
(see note 4(c)). . . . . . . . . . . . . . . . . . . . . . 11,524,122 11,047,246

8% promissory payable secured by the Partnership's purchased
interest in the Mall of Memphis Associates; payable annually
to the extent of Net Cash Flow (as defined); subject to certain
minimum payments in 1996 and 1997;
due August 8, 2002 (Lender has two five-year options to
extend at the lesser of the outstanding balance of the
loan or the Lenders Market Share (as defined)) . . . . . . 5,000,000 --
------------ -----------
Total debt . . . . . . . . . . . . . . . . . . . . 156,724,547 142,983,302
Less current portion of long-term debt
(see note 4(b)). . . . . . . . . . . . . . . . . 28,216,00134,720,167
------------ -----------
Total long-term debt . . . . . . . . . . . . . . . $128,508,546 108,263,135
============ ===========
</TABLE>

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

1996 . . . . . . . . $28,216,001
1997 . . . . . . . . 516,907
1998 . . . . . . . . 3,072,335
1999 . . . . . . . . 38,620,295
2000 . . . . . . . . 701,859
===========

(b) Long-Term Debt Modifications and Refinancings

General

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

767 Third Avenue Office Building

In May 1992, the 767 Third Avenue venture obtained from the existing
lender a mortgage loan which replaced a previous loan with such lender.
Such replacement loan which matures in May 1998 bears a substantially lower
interest rate (10%) than the original loan (12-3/8%). In connection
therewith, 767 Third Avenue was required to fund approximately $5,400,000
into an escrow account for future leasing costs and debt service shortfalls
resulting from anticipated tenant turnover. The Partnership's venture
partner loaned $5,000,000 to the venture in order to supplement the
ventures cash payment to fund the net escrow reserve account. In 1993, the
reserve account was depleted and the venture (by way of partner
contributions) continues to fund required leasing costs and debt service
shortfalls. The loan funded by the Partnership's venture partner earns
interest at an adjustable rate (10.5% at each for December 31, 1995 and
1994) and provides for repayment of principal and interest out of the
available cash flow from property operations and sale or refinancing
proceeds. In June 1993, the Partnership purchased a 50% interest in the
venture partner's loan including the related accrued interest.
Accordingly, the Partnership's 50% interest in the principal portion of the
loan ($2,500,000) and the related interest has been eliminated in the
Consolidated Financial Statements.

824 Market Street Office Building

Competition had risen significantly for the 824 Market Street Venture
primarily due to new office building development in the area and the
contraction of tenants in the financial services industry, resulting in
lower effective rental rates. In order to reduce debt service payments,
the venture negotiated with the first mortgage lender for a possible
modification to the mortgage note. Such negotiations were unsuccessful and
the first mortgage lender was the successful bidder at the foreclosure sale
held in October 1994. The deed was conveyed to the first mortgage lender
on December 12, 1994. As a result of the disposition of the property, the
Partnership recognized a gain in 1994 for financial reporting purposes and
Federal income tax purposes of $3,689,195 and $6,805,134, respectively,
with no corresponding distributable proceeds.

Riverfront Office Building

The property has been operating at a deficit while the lender under
the four existing mortgage notes had accepted payments of partial debt
service, the aggregate loan balance of approximately $34,298,000 had been
reflected as a current liability in the consolidated financial statements
at December 31, 1994. In order to reduce debt service payments, the joint
venture initiated discussions with the lender to negotiate modifications to
the mortgage notes. Effective November 1995, the joint venture entered
into a Loan Repayment Agreement with the existing lender. The terms of the
agreement generally provide for a loan restructure that retroactively
reduces the interest rate payable on the loans and adjusts the terms of the
loans from their present maturity. The loans (which previously accrued
interest at rates ranging from 10% to 14% per annum) accrue interest at 6%
per annum for the period January 1, 1993 through December 31, 1997.
Thereafter, the interest rate per annum shall be the greater of the rate
derived using the "Coverage Formula" (as defined) or 7% from January 1,
1998 to December 31, 1999; 8.25% from January 1, 2000 to December 31, 2002;
and 9% from January 1, 2003 to December 31, 2007. In addition, as
participating interest, taking into account the annual interest payable as
set forth above, the lender is entitled to earn a minimum internal rate of
return ranging from 9% to 10.5% per annum calculated over the restructured
loan term and a Residual Amount (as defined) upon repayment.

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

In addition, the property operates under a ground lease and the joint
venture has not made the scheduled ground lease payments since February
1993. The ground lessor is a general partner of the venture partner. At
December 31, 1995, the total amount of ground lease payments in arrears is
approximately $496,000. In this regard, as a condition of the loan
restructure discussed above, the ground lease was amended and provides for
the deferral of any and all ground lease payments since February 1993 until
the earlier of any future mortgage loan prepayment date (resulting from a
sale or refinancing of the property) or December 31, 2007. Pursuant to
this amendment, such unpaid ground rent accrues at the lessor of (a)
interest at the amended loan terms or (b) 14% after repayment of the loan
(net of any management fees received by the lessor). However, the proposed
loan restructure also provides that if, during calendar year 1997,
projections of gross rental revenue approved by the lender during the year
are not less than $9 million per year for each of the next five calendar
years, annual payments of ground rent would resume, but at a reduced amount
(as defined).

Mall of Memphis

In December 1990, the Partnership obtained replacement mortgage loans
from an institutional lender to retire the existing long-term mortgage
notes secured by the Scotland Yard - Phase I and II, South Point and El
Dorado View apartment complexes. The Partnership sold the South Point
Apartments in July 1993 (note 7). The loans provide for payment of
contingent interest equal to 35% of the amount by which gross receipts
attributable to a calendar year (all as defined) exceed a base amount. For
the fiscal years ended 1995, 1994 and 1993, contingent interest was
approximately $282,000, $257,000 and $293,000, respectively. In the event
that these properties are sold 90 days or earlier before the maturity date
of the loan, the lender is entitled to a prepayment penalty of 6% of the
mortgage principal and, in general, the higher of 65% of the sale proceeds
or ten times the highest contingent interest amount in any of the three
full calendar years preceding the sale (all as defined). The lender is
also entitled to additional contingent interest if such prepayment penalty,

as calculated above, is less than certain internal rates of return (13.25%-
14.00%) as defined in the note. The Partnership has recorded an accrual
for such additional contingent interest of $4,239,104 and $3,605,840 as
deferred accrued interest included in the balance of such debt in the
accompanying consolidated financial statements at December 31, 1995 and
1994, respectively. The lender has the right (with 120 days prior
notification) to call the remaining loans (at par) at any time after
January 1, 1996. Although no such notification has been received as of the
date of this report, and the Partnership has received no such indication
that such notification is eminent, the Partnership may assign title to the
properties to the lender in satisfaction of the loans if the Partnership is
unsuccessful in selling or refinancing the properties prior to the lender
exercising its rights to call the loans. As a result, the Partnership
would recognize a net gain for financial reporting and Federal income tax
purposes with no corresponding distributable proceeds. The Partnership has
been marketing the Scotland Yard Phase I and II and the El Dorado View
apartment complexes for sale. The Partnership has sales contracts from an
independent third party to purchase the properties. The sale is contingent
upon, among other things, the purchaser obtaining necessary financing to
close the transaction. There can be no assurances that the proposed sale
will be consummated. However, the Partnership has obtained the lenders
approval with respect to terms of the sale.

The lender required the establishment of an escrow account, initially
of approximately $980,000 in the aggregate, to be used towards the purchase
of major capital items at the apartment complexes. Additionally, the
lender required $150,000 of the sale proceeds from South Point Apartments
to be added to the escrow account. During 1995, the Partnership had fully
depleted the escrow account.

Due to the rights of the lender as described above, the Partnership
has classified the loans, including accrued additional contingent interest,
(with an outstanding balance of $27,749,104) as current liabilities in the
accompanying consolidated balance sheet at December 31, 1995.

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

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

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

The Partnership Agreement provides that the Limited Partners shall
receive 99% and the General Partners shall receive 1% of the sale or
refinancing proceeds of a real property (net after expenses and retained
working capital) until the Limited Partners (i) have received cash
distributions of sale or refinancing proceeds in an amount equal to the
Limited Partners' aggregate initial capital investment in the Partnership,
and (ii) have received cumulative cash distributions from the Partnership's
operations which when combined with sale or refinancing proceeds previously
distributed, equal to a 6% annual return on the Limited Partners' average
capital investment for each year (their initial capital investment as
reduced by sale or refinancing proceeds previously distributed) commencing
with the first fiscal quarter of 1983. After such distributions, the
General Partners shall receive (to the extent not previously received)
proceeds up to 3% of the aggregate sales price of properties previously
sold by the Partnership with any remaining proceeds allocated 85% to the
Limited Partners and 15% General Partners. The Limited Partners have not
yet received cash distributions of sale or refinancing proceeds in an
amount equal to their initial capital investment. Therefore, no sale
proceeds would currently be distributable to the General Partners pursuant
to the distribution levels described above.

Allocations among the partners in the accompanying accrual basis
consolidated financial statements have been made in accordance with the
provisions of the Partnership Agreement and the venture agreements (see
note 3). The allocation percentages may differ from year to year based on
future events. Differences may therefore result between allocations among
the partners on the GAAP basis and the tax basis. Such differences would
have no significant effect on total assets, total partners' capital or net
loss.

(6) MANAGEMENT AGREEMENTS

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

Certain of the Partnership's properties have been managed by
affiliates of the General Partners or their assignees for fees computed as
a percentage of certain rents received by the properties. In December
1994, one of the affiliated property managers sold substantially all of its
assets and assigned its interest in its management contracts to an
unaffiliated third party. In addition, certain of the management personnel
of the affiliated property manager became management personnel of the
purchaser and its affiliates. The successor to the affiliated property
manager's assets is acting as the property manager of the Scotland Yard-
Phase I and II Apartments and the El Dorado View Apartments after the sale
on the same terms that existed prior to the sale.

(7) SALES OF INVESTMENT PROPERTIES

Pavillion Towers, Aurora, Colorado

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

The two promissory notes of $3,000,000 and $750,000 bear interest at
various rates and are due in April 1996. Beginning in 1991, the
Partnership has not received the scheduled interest payments of $15,000 on
the $750,000 note and as of the date of this report, the Partnership has
not received the 1993 or 1994 scheduled interest payments of $60,000 each

on the $3,000,000 note. Although these notes are secured by personal
guarantees from principals of the venture partner, collection of all past
due and future amounts from these notes are considered unlikely; however,
the Partnership is evaluating all of its legal options. Due to the
uncertainty of collection of all past due and future amounts from these
notes, a $527,774 reserve was established at December 31, 1993 to reduce
the notes receivable balance to an amount not to exceed the related
deferred gain on sale.

The sale was accounted for by the installment method whereby the gain
on sale of $3,057,695 (net of discount on the promissory notes receivable
of $1,682,305) was recognized as collections of principal were received.
Effective January 1, 1990, the Partnership adopted the cost recovery method
of accounting. No profit was recognized in 1995, 1994 or 1993.

(b) South Point Apartments

On July 29, 1993, the Partnership sold the land, buildings and related
improvements and personal property of the South Point apartments complex
located in Houston, Texas to an unaffiliated buyer at a sales price
determined by arm's-length negotiations. The sales price of the property
was $5,600,000 (before closing costs and prorations). A major portion of
the sales proceeds was utilized to retire the related underlying mortgage
principal of $4,455,000. The Partnership received in connection with the
sale, after all fees and expenses, approximately $932,000. Of this amount,
the lender was entitled to approximately $606,000 as participation in the
sales proceeds. Therefore, the Partnership received a net amount of cash
of approximately $326,000, of which $150,000 was required by the lender to
be escrowed for the benefit of the Partnership's other properties financed
by the lender, as more fully discussed in note 4(c). As a result of the
sale, the Partnership has recognized in 1993 a gain of $1,433,916 and
$3,512,797 for financial reporting purposes and for Federal income tax
purposes, respectively.

(8) LEASES

(a) As Property Lessor

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

Apartment complex leases in effect at December 31, 1995 are generally for a
term of one year or less and provide for annual rents of approximately
$5,564,000.

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

Shopping mall:
Cost . . . . . . . . . . $ 64,996,245
Accumulated depreciation (20,964,593)
------------
44,031,652
------------
Office buildings:
Cost . . . . . . . . . . 116,830,474
Accumulated depreciation (48,985,702)
------------
67,844,772
------------
Apartment complexes:
Cost . . . . . . . . . . 27,672,436
Accumulated depreciation (12,047,332)
------------
15,625,104
------------
Total. . . . . . . . . . . $127,501,528
============

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

1996 . . . . . . . . . . . $19,263,470
1997 . . . . . . . . . . . 16,072,833
1998 . . . . . . . . . . . 12,288,036
1999 . . . . . . . . . . . 10,039,450
2000 . . . . . . . . . . . 8,118,110
Thereafter . . . . . . . . 29,426,005
-----------
Total. . . . . . . . . . . $95,207,904
===========

Additional contingent rent (based on sales by property tenants)
included in consolidated rental income was as follows for the years ended
December 31, 1995, 1994 and 1993:

1993 . . . . . . . . . . . $352,862
1994 . . . . . . . . . . . 277,151
1995 . . . . . . . . . . . 354,677
========

(b) As Property Lessee

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

The Riverfront venture owns a net leasehold interest which expires in
2061 (subject to a 19-year extension) in the land underlying the Cambridge,
Massachusetts office building. The lease provides for annual rent equal to
the greater of 2% of gross income from the property or a minimum amount
(which increases on a fixed schedule from $132,700 at inception,to $298,575
for the years 2007 through 2080). The joint venture has not made the
scheduled ground lease payments since February 1993. At December 31, 1995,
the total amount of ground lease payments in arrears is approximately
$496,000. Reference is made to note 4(b) regarding the waiver of any and
all scheduled ground rent payments due under the lease since February 1993
in conjunction with a loan restructure with the mortgage lender.

Future minimum rental commitments under this lease are as follows:

1996 . . . . . . . . $ 187,417
1997 . . . . . . . . 212,230
1998 . . . . . . . . 212,230
1999 . . . . . . . . 212,230
2000 . . . . . . . . 212,230
Thereafter . . . . . 17,841,449
-----------

Total. . . . . . . . $18,877,786
===========

(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 (note 6). . . . . . $344,158 381,810 322,125 18,487
Insurance commissions. . . . . . . 34,756 32,821 31,165 --
Reimbursement (at cost) for
accounting services. . . . . . . 115,562 110,687 67,624 --
Reimbursement (at cost) for
portfolio management
services . . . . . . . . . . . . 27,279 8,230 6,025 --
Reimbursement (at cost) for
legal services . . . . . . . . . 3,130 4,920 6,012 --
Reimbursement (at cost) for
administrative charges and
other out-of-pocket expenses . . 77,031 58,118 66,391 34,314
-------- -------- -------- ------

$601,916 596,586 499,342 52,801
======== ======== ======== ======
<FN>

The above table reflects that during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $42,729 that had not previously been reimbursed.

</TABLE>

The Corporate General Partner has deferred payment of partnership
management fees of $11,936. In addition, distributions to the General
Partners of the first quarter 1991 net cash flow of the Partnership
aggregating $7,161 have been deferred. These amounts 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.

<TABLE> SCHEDULE III
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
INITIAL COST TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) AT CLOSE OF PERIOD (B)
--------------------------- COSTS----------------------------------------
LAND AND BUILDINGS CAPITALIZED LAND AND BUILDINGS
LEASEHOLD AND SUBSEQUENT TO LEASEHOLD AND
ENCUMBRANCE INTEREST IMPROVEMENTS ACQUISITION INTEREST IMPROVEMENTS TOTAL (E)
----------- ----------- -------------------------- ---------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
APARTMENT
BUILDINGS:
Webster,
Texas. . .$ 5,424,309 470,507 6,113,536 675,929 470,507 6,789,465 7,259,972
Houston,
Texas
(Scotland
Yard-
Phase I) . 10,800,673 1,076,225 7,455,923 1,319,426 1,076,225 8,775,349 9,851,574
Houston,
Texas
(Scotland
Yard-
Phase II). 11,524,122 1,008,600 8,192,059 1,360,231 1,008,600 9,552,290 10,560,890
OFFICE
BUILDINGS:
New York,
New York
(767 Third
Avenue)(D) 40,486,531 10,252,897 59,515,887 8,496,022 10,252,897 68,011,909 78,264,806
Cambridge,
Massachu-
setts (D). 42,828,144 (C) 27,114,515 11,451,152 (C) 38,565,667 38,565,667
SHOPPING
MALL:
Memphis,
Tennessee
(D). . . . 45,660,768 3,608,935 39,870,758 21,516,553 4,845,862 60,150,384 64,996,246
------------ ---------- ----------- ---------- ---------- ----------------------
Total. .$156,724,547 16,417,164 148,262,678 44,819,313 17,654,091 191,845,064209,499,155
============ ========== =========== ========== ========== ======================
</TABLE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1995
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DEPRECIATION(F) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ---------------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
APARTMENT COMPLEXES:
Webster, Texas. . . . $ 3,519,278 1980 7/31/81 5-30 years 136,493
Houston, Texas
(Scotland Yard-
Phase I) . . . . . . 4,189,727 1981 4/15/81 5-30 years 312,474
Houston, Texas
(Scotland Yard-
Phase II). . . . . . 4,338,327 1982 6/28/82 5-30 years 286,483
OFFICE BUILDINGS:
New York, New York
(767 Third Avenue)
(D). . . . . . . . . 33,093,836 1981 9/30/81 5-30 years 2,006,241
Cambridge, Massachusetts
(D). . . . . . . . . 15,891,865 1983 10/22/81 5-30 years 1,221,867
SHOPPING MALL:
Memphis,
Tennessee (D). . . . 20,964,594 1981 8/3/81 5-30 years 1,537,156
----------- ---------

Total. . . . . . . $81,997,627 5,500,714
=========== =========
<FN>
- ------------------
(A) The initial cost to the Partnership represents the original purchase price of the properties, including
amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1995 for Federal income tax purposes was
approximately $186,987,000.
(C) Property operated under ground lease; see Note 8(b).
(D) Properties owned and operated by joint ventures; see Note 3.
</TABLE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995

(E) Reconciliation of real estate owned:

<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period. . . . . . $197,649,247 212,017,190 213,213,361
Additions during period . . . . . . . . . 11,849,908 4,338,481 5,280,587
Dispositions during period. . . . . . . . -- (18,706,424) (6,476,758)
------------ ------------ ------------

Balance at end of period. . . . . . . . . $209,499,155 197,649,247 212,017,190
============ ============ ============

(F) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . $ 75,428,110 72,509,329 68,282,112
Depreciation expense. . . . . . . . . . . 6,569,517 8,518,226 6,750,315
Reductions during period. . . . . . . . . -- (5,599,445) (2,523,098)
------------ ------------ ------------

Balance at end of period. . . . . . . . . $ 81,997,627 75,428,110 72,509,329
============ ============ ============

</TABLE>

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

There were no changes of or disagreements with accountants during
fiscal years 1995 and 1994.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers and directors and members of their families. JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property must be approved by the
Associate General Partner of the Partnership, ABPP Associates, L.P.
(formerly known as Realty Associates-XI, L.P.), an Illinois limited
partnership with JMB as the sole 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 executive and certain other officers of the Corporate General
Partner are as follows:

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

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

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 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-X ("Carlyle-X"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI
("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-
XVII), JMB Mortgage Partners, Ltd. ("Mortgage Partners"), JMB Mortgage
Partners, Ltd.-II ("Mortgage Partners-II"), JMB Mortgage Partners, Ltd.-III
("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage
Partners-IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus") and
Carlyle Income Plus, Ltd.-II ("Carlyle Income Plus-II"), and the managing
general partner of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB
Income Properties, Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI
("JMB Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB
Income Properties, Ltd.-IX ("JMB Income-IX"), JMB Income Properties, Ltd.-X
("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"), JMB
Income Properties, Ltd.-XII ("JMB Income-XII") and JMB Income Properties,
Ltd.-XIII ("JMB Income-XIII"). JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships. Most of
the foregoing officers and directors are also officers and/or directors of
various affiliated companies of JMB including Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P. ("Arvida")), Arvida/JMB
Managers-II, Inc. (the general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II")) and Income Growth Managers, Inc. (the Corporate General
Partner of IDS/JMB Balanced Income Growth, Ltd. ("IDS/BIG"). Most of such
directors and officers are also partners of certain partnerships which are
associate general partners in the following real estate limited
partnerships: Carlyle-VII, Carlyle-IX, Carlyle-X, 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 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. Mr.
Schreiber is President of Schreiber Investments, Inc., a company which is
engaged in the real estate investment business. He is also a senior
advisor and partner of Blackstone Real Estate Partners, an affiliate of the
Blackstone Group, L.P. Since 1994, Mr. Schreiber has also served as a
Trustee of Amli Residential Property Trust, a publicly-traded real estate
investment trust that invests in multi-family properties. He is also a
director of a number of investment companies advised or managed by T. Rowe
Price Associates and its affiliates. He holds a Masters degree in Business
Administration from Harvard University Graduate School of Business.

H. Rigel Barber (age 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 also made to Notes 5 and 9 for a
description of such transactions, distributions and allocations. In 1995,
1994 and 1993, no cash distributions were paid to the General Partners. In
1991, the General Partners deferred distributions of $7,161 and management
fees of $11,936.

Urban Retail Properties, Co., an affiliate of the Corporate General
Partner, provided property management and leasing services at the Mall of
Memphis during 1995. In 1995, such affiliate earned property management
and leasing fees amounting to $344,158 which $18,487 were unpaid at
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.

JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1995
aggregating $34,756 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

The Corporate General Partner of the Partnership and their affiliates
may be reimbursed for their salaries, salary related and direct expenses
relating to the administration of the Partnership and the acquisition and
operation of the Partnership's real property investments. In 1995, the
Corporate General Partner of the Partnership was due reimbursement for such
expenses in the amount of $223,002. Cumulative amounts unpaid at December
31, 1995 were $34,314.

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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

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

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

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

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

(2) Exhibits.

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

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

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

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

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

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

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

4-F. Loan repayment agreement related to the first through
fourth mortgage loan documents secured by the Riverfront Office Building in
Cambridge Massachusetts is incorporated herein by reference to Exhibit 4-F
to the Partnership's Report on Form 10-K (File No. 0-10494) for December
31, 1994 dated on March 27, 1995.

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

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

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

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

10-E.Acquisition documents relating to the purchase by the
Partnership of the venture partner's interest in the Mall of Memphis in
Memphis, Tennessee, incorporated by reference to the Partnership's report
for September 30, 1995 on Form 10-Q (File No. 0-10494) dated November 9,
1996.

21. List of Subsidiaries.

24. Powers of Attorney

27. Financial Data Schedule
_____________

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

Although certain additional long-term debt instruments of
the Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the Securities and Exchange Commission upon request.

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

No annual report or proxy material for the fiscal year 1995 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.

SIGNATURES

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

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI

By: JMB Realty Corporation
Corporate General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 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 a Power of Attorney

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

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI

EXHIBIT INDEX

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

3-A. The Prospectus of the
Partnership dated May 8,
1981 Yes

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

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

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

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

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

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

4-F. Loan Repayment Agreement
secured by the Riverfront
Office Building Yes

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

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

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

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

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

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a partner of Mall of Memphis Associates, a general
partnership which holds title to the Mall of Memphis in Memphis, Tennessee.

The Partnership is a partner of 767 Third Avenue Associates, a general
partnership which holds title to the 767 Third Avenue Building in New York
City, New York. The developer of the property is a partner in the joint
venture. The Partnership is a partner of Riverfront Office Park Joint
Venture, a general partnership which holds title to the Riverfront Office
Building in Cambridge, Massachusetts. The developer of the property was a
partner in the joint venture.

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 - XI, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1995, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

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

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

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

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

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

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

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

EXHIBIT 24

POWER OF ATTORNEY

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

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

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

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

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

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

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

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

<ARTICLE> 5

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

<CIK> 0000350667
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XI

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

<CASH> 3,928,706
<SECURITIES> 0
<RECEIVABLES> 1,126,899
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,350,575
<PP&E> 209,499,155
<DEPRECIATION> 81,997,627
<TOTAL-ASSETS> 154,431,514
<CURRENT-LIABILITIES> 34,233,173
<BONDS> 128,508,546
<COMMON> 0
0
0
<OTHER-SE> (14,661,900)
<TOTAL-LIABILITY-AND-EQUITY> 154,431,514
<SALES> 35,420,992
<TOTAL-REVENUES> 35,760,756
<CGS> 0
<TOTAL-COSTS> 25,593,461
<OTHER-EXPENSES> 647,182
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,573,287
<INCOME-PRETAX> (7,053,174)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,190,895)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,190,895)
<EPS-PRIMARY> (29.27)
<EPS-DILUTED> (29.27)

</TABLE>