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

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 1995 Commission file no. 0-16111

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

Illinois 36-3314827
(State of organization) (IRS Employer Identification No.)

900 North Michigan Ave., Chicago, IL60611
(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
AND ASSIGNEE INTERESTS THEREIN
(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. . . . . . . . . . . . . . . 8

Item 3.Legal Proceedings . . . . . . . . . . . 11

Item 4.Submission of Matters to a
Vote of Security Holders. . . . . . . . 11

PART II

Item 5.Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters . . . . . . . . 11

Item 6.Selected Financial Data . . . . . . . . 12

Item 7.Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . 16

Item 8.Financial Statements and
Supplementary Data. . . . . . . . . . . 27

Item 9.Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure. . . . . . . . 74

PART III

Item 10.Directors and Executive Officers
of the Partnership. . . . . . . . . . . 74

Item 11.Executive Compensation . . . . . . . . 77

Item 12.Security Ownership of Certain
Beneficial Owners and Management. . . . 79

Item 13.Certain Relationships and
Related Transactions. . . . . . . . . . 80

PART IV

Item 14.Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . 80

SIGNATURES . . . . . . . . . . . . . . . . . . 86

PART I

ITEM 1. BUSINESS

Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report.

The registrant, Carlyle Real Estate Limited Partnership-XV (the
"Partnership"), is a limited partnership formed in August of 1984 and
currently governed by the Revised Uniform Limited Partnership Act of the
State of Illinois to invest in income-producing commercial and residential
real property. On July 5, 1985, the Partnership commenced an offering to
the public of $250,000,000 (subject to increase by up to $250,000,000) in
Limited Partnership Interests and assigned interests therein ("Interests")
pursuant to a Registration Statement on Form S-11 under the Securities Act
of 1933 (No. 2-95382). A total of 443,711.76 Interests were sold to the
public at $1,000 per Interest. The holders of 224,569.10 Interests were
admitted to the Partnership in 1985; the holders of 219,142.66 Interests
were admitted to the Partnership in 1986. The offering closed on July 31,
1986. Subsequent to admittance to the Partnership, no holder of Interests
(hereinafter, a "Limited Partner") has made any additional capital
contribution. 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, 2035. 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 the remaining assets in the portfolio as
quickly as practicable and to wind up its affairs not later than December
31, 1999, barring any unforeseen economic developments, (reference is also
made to Note 1).

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

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. 900 Third Avenue
Building
New York,
New York. . 517,000 8/20/84 9% fee ownership of land and
sq.ft. improvements
n.r.a. (through joint venture
partnerships) (c)
2. Piper Jaffray Tower
Minneapolis,
Minnesota . 723,755 12/27/84 6% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnerships) (c)
3. RiverEdge Place
Building
Fulton County
(Atlanta),
Georgia . . 235,762 6/10/85 3% fee ownership of land and
sq.ft. improvements
n.r.a.
4. Wells Fargo Center -
IBM Tower
Los Angeles,
California. 1,100,000 6/28/85 18% fee ownership of land and
sq.ft. improvements (through a
n.r.a. joint venture partnership)
(c)(h)
5. Villa Solana
Apartments
Laguna Hills,
California. 272 units 8/30/85 3/23/94 fee ownership of land and
improvements (through a
joint venture partnership)
(c)(e)
6. Eastridge Mall
Casper, Wyoming 477,019 9/10/85 6/30/95 fee ownership of land and
sq.ft. improvements (through a
g.l.a. joint venture partnership)
(c)(e)

7. Woodland Hills
Apartments
DeKalb County
(Atlanta),
Georgia . . 228 units 9/30/85 1% fee ownership of land and
improvements
8. Park at Countryside
Apartments
Port Orange
(Daytona Beach),
Florida . . 120 units 11/27/85 5/5/94 fee ownership of land and
improvements (through a
joint venture partnership)
(c)(k)
9. 160 Spear Street
Building
San Francisco,
California. 267,000 11/27/85 4% fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through a
joint venture partnership)
(c)
10. 21900 Burbank
Boulevard
Building
Los Angeles
(Woodland Hills),
California 87,000 11/29/85 2% fee ownership of land and
sq.ft. improvements
n.r.a.
11. 300 East Lombard
Building
Baltimore,
Maryland. . 232,000 11/29/85 9/30/91 fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partnerships)
12. Boatmen's Center
Kansas City,
Missouri. . 285,000 12/16/85 8/31/89 fee ownership of land and
sq.ft. improvements (through a
n.r.a. joint venture partnership)
(c)(f)

13. 125 Broad Street
Building
New York,
New York. . 1,336,000 12/31/85 11/15/94 fee ownership of improve-
sq.ft. ments and ground leasehold
n.r.a. interest in land (through
joint venture partnerships)
(c)(l)
14. Owings Mills
Shopping Center
Owings Mills
(Baltimore County),
Maryland. . 325,000 12/31/85 6/30/93 fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnerships)
(c)(j)
15. 260 Franklin
Street Building
Boston,
Massachusetts 348,901 5/21/86 8% fee ownership of land and
sq.ft. improvements (through a
n.r.a. joint venture partnership)
(c)
16. 9701 Wilshire
Building
Beverly Hills,
California. 98,721 6/17/86 10/6/94 fee ownership of land and
sq.ft. improvements (e)
n.r.a.
17. California Plaza
Walnut Creek,
California. 368,290 6/30/86 7% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnerships) (c)
18. Dunwoody Crossing
Apartments
(Phase I, II,
and III)
DeKalb County
(Atlanta),
Georgia . . 810 units 9/18/86 4% fee ownership of land and
improvements (through joint
venture partnerships)
(c)

19. NewPark Mall
Newark
(Alameda County),
California. 423,748 12/2/86 5% fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnerships) (c)
20. Springbrook Shopping
Center
Bloomingdale
(Chicago),
Illinois. . 189,651 7/5/89 3% fee ownership of land and
sq.ft. improvements
g.l.a.
21. Erie-McClurg
Parking Facility
Chicago, Illinois1,073 spaces7/21/89 9/25/92 fee ownership of land and
improvements

- ----------------
<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 and to Schedule III filed with this
annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.

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

(d)Not used.

(e)Reference is made to Note 7 for a description of the sale of the
Partnership's interest in this property.

(f)Reference is made to Note 3(b)(i) for a description of the amount
still due to the Partnership regarding a 1990 settlement reached with the
former venture partners.

(g)Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the 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.

(i)Not used.

(j)The Partnership's interest in this property was sold June 30,
1993. Reference is made to Note 7 for a description of the sale of the
Partnership's interest in this investment property.

(k)Not used.

(l)The Partnership's interest in this property was assigned to an
affiliate of the Partnership's unaffiliated venture partner in November
1994. Reference is made to Note 7 for a description of the sale of the
Partnership's interest in 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 or properties owned
by venture partners or their affiliates) 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 in the table 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. Although
there is earthquake insurance coverage for a portion of the value of the
Partnership's investment properties, the Corporate General Partner does not
believe that such coverage for the entire replacement cost of the
investment properties is available on economic terms.

On June 30, 1995, the Partnership sold its 90% limited partnership
interest in the Eastridge Mall. The purchaser is not affiliated with the
Partnership or its General Partners. Reference is made to the
Partnership's report on Form 8-K (File No. 0-16111) for June 30, 1995,
which description is hereby incorporated herein by reference. Reference is
made to Note 7 for a further description of such transaction.

In November 1994, effective as of October 31, 1994, JMB/125 Broad
Building Associates, L.P. ("JMB/125"), an Illinois limited partnership,
made an agreement with its venture partners in the 125 Broad Street Company
("125 Broad") to settle their dispute regarding 125 Broad and its property.

Under the terms of the agreement, JMB/125 assigned its approximate 48.25%
interest in 125 Broad, which owns the 125 Broad Street Building and a
leasehold interest in the underlying land located in New York, New York to
an affiliate of the venture partners and released the venture partners from
any claims of JMB/125 related to 125 Broad. The Partnership owns
indirectly an approximate 60% limited partnership interest in JMB/125. An
affiliate of the Partnership owns indirectly substantially all of the
remaining interest in JMB/125. In return for the assignment, JMB/125
received an unsecured promissory note in the principal amount of $5 million
bearing simple interest at 4.5% per annum with all principal and accrued
interest due at maturity in October 1999, subject to mandatory prepayments
of principal and interest or acceleration of the maturity date under
certain circumstances. In addition, JMB/125 received a release from any
claims of certain affiliates of the venture partner and will generally be
indemnified against any liability as a general partner of 125 Broad.
JMB/125 was also relieved of any obligation to contribute cash to 125 Broad
in the amount of its deficit capital account balance. The venture partners
subsequently filed a pre-arranged bankruptcy plan for reorganization of 125
Broad under Chapter 11 of the Bankruptcy Code in order to facilitate 125
Broad's transfer of the office building to the mortgage lender in
satisfaction of the mortgage debt and other claims. In January 1995, the
plan for reorganization was approved by the bankruptcy court, was
consummated, and the bankruptcy was concluded. Reference is made to Item 7
and Notes 3(c)(iv) and 7(f) for a further discussion of this property.

The mortgage note secured by the Wells Fargo Building and the
promissory note secured by the Partnership's interest in the South Tower
venture matured December 1, 1994 and are in default. The Partnership and
the joint venture have been in discussions with the respective lenders
regarding an extension of such notes. Reference is made to Item 7 and
Notes 3(c)(iii) and 4(b)(vii).

The mortgage note secured by the 160 Spear Street investment property
was in default as of December 31, 1995. In January 1996, the lender
realized upon its mortgage security interest and took title to the
property. Reference is made to Note 4(b)(iii).

The mortgage note secured by the 21900 Burbank investment property was
in default as of December 31, 1995. In March 1996, the lender realized
upon its mortgage security interest and took title to the property.
Reference is made to Note 2(c).

Reference is made to Note 9 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 consolidated
properties as of December 31, 1995.

The Partnership has certain personnel performing on-site duties at
some of its 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 owned or 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 9/3012/31 3/31 6/30 9/30 12/31
---------------------- ---- --------- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. 900 Third Avenue Building
New York, New YorkLegal Services/
Detective Agency/
Insurance 94% 94% 94% 94% 94% 96% 96% 97%
2. Piper Jaffray Tower
Minneapolis, MinnesotaLegal/Advertising/
Financial Services 99% 99% 98% 98% 97% 97% 98% 98%
3. RiverEdge Place
Fulton County (Atlanta),
Georgia . . . . Banking 87% 88% 89% 89% 88% 88% 88% 89%
4. Wells Fargo Center
- IBM Tower
Los Angeles,
California. . . Business Informa-
tion Systems/
School District/
Legal Services 97% 97% 97% 96% 96% 96% 96% 95%
5. Eastridge Mall
Casper, Wyoming Retail 91% 92% 92% 91% 92% N/A N/A N/A
6. Woodland Hills Apartments
DeKalb County (Atlanta),
Georgia . . . . Apartments 89% 98% 100% 99% 99% 99% 99% 100%
7. 160 Spear Street Building
San Francisco,
California. . . Public Utility/
Government/
Insurance 91% 88% 88% 89% 89% 77% 76% 56%
8. 21900 Burbank Boulevard
Building
Los Angeles
(Woodland Hills),
California. . . Insurance/
Financial Services 99% 100% 100% 100% 96% 94% 96% 96%
9. 260 Franklin Street
Building
Boston, MassachusettsFinancial Services99% 99% 99% 99% 99% 99% 99% 99%
10. California Plaza
Walnut Creek,
California. . . Manufacturing/
Public Utility 95% 99% 98% 95% 95% 94% 93% 90%

1994 1995
--------------------------------------------------
At At At At At At At At
Principal Business3/31 6/30 9/3012/31 3/31 6/30 9/30 12/31
---------------------- ---- --------- ---- ---- ----- -----
11. Dunwoody Crossing
(Phase I, II and III)
Apartments
DeKalb County (Atlanta),
Georgia . . . . Apartments 91% 93% 91% 88% 93% 93% 93% 91%
12. NewPark Mall
Newark (Alameda County),
California. . . Retail 80% 80% 80% 81% 80% 80% 80% 80%
13. Springbrook
Shopping Center
Bloomingdale (Chicago),
Illinois. . . . Retail 74% 71% 71% 71% 72% 72% 70% 66%
<FN>
- --------------------

Reference is made to Item 6, Item 7 and to Note 9 for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

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

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

The Partnership is not subject to any material pending legal
proceedings. Reference is made to Note 3(c)(ii) for a discussion of
certain litigation involving 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
1995 and 1994.

PART II

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

As of December 31, 1995, there were 41,869 record holders of Interests
in the Partnership. There is no public market for Interests, and it is not
anticipated that a public market for Interests will develop. Upon request,
the Corporate General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspect 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 next 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 the Interests, without regard to the results of the 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 such distribution is made.

Reference is made to Note 5 for a discussion of the provisions of the
Partnership Agreement relating to cash distributions. Reference is made to
Item 6 below for a discussion of cash distributions made to the Limited
Partners.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(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 . . .$ 45,415,094 53,107,469 55,288,244 64,499,133 60,718,299
======================== =========== =========== ===========

Operating loss . .$(15,974,642)(16,770,041) (27,390,383)(37,863,307) (20,060,387)
Partnership's share of loss
from operations of uncon-
solidated ventures (6,484,175)(15,190,416) (31,617,778)(24,576,481) (15,887,646)
Venture partners' share of
loss from ventures'
operations. . . . 2,528,102 2,235,151 2,866,514 3,678,862 3,432,757
------------------------ ----------- ----------- -----------

Net operating loss (19,930,715)(29,725,306) (56,141,647)(58,760,926) (32,515,276)
Gain on sale or disposi-
tion of investment
properties (net of
venture partner's share
of $823,609 in 1994)6,785,025 3,597,347 -- 506,446 --
Gain on sale or disposi-
tion of interests
in unconsolidated
ventures. . . . . 856,751 31,743,006 2,856,567 -- 9,041,533
------------------------ ----------- ----------- -----------
Income (loss) before
extraordinary item(12,288,939) 5,615,047 (53,285,080)(58,254,480) (23,473,743)
Extraordinary item -- -- -- -- 1,014,538
------------------------ ----------- ----------- -----------

Net income (loss).$(12,288,939) 5,615,047 (53,285,080)(58,254,480) (22,459,205)
======================== =========== =========== ===========

1995 1994 1993 1992 1991
-------------------------- ----------------------- ------------
Net income (loss)
per Interest (b):
Net operating loss$ (43.12) (64.31) (121.46) (127.13) (70.35)
Net gain on sale
or disposition
of investment
properties. . . 17.05 8.03 -- 1.13 --
Gain on sale or
disposition of
interests in uncon-
solidated ventures -- 70.83 6.37 -- 20.17
Extraordinary item -- -- -- -- 2.20
------------------------ ----------- ----------- -----------
Net income (loss).$ (26.07) 14.55 (115.09) (126.00) (47.98)
======================== =========== =========== ===========

Total assets . . .$301,007,974 327,662,913 371,886,177 414,132,574 473,874,338
Long-term debt . .$108,528,346 246,148,319 237,811,558 305,589,971 306,150,647
Cash distributions
per Interest (c).$ 8.09 5.00 .55 .50 4.25
======================== =========== =========== ===========

<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 income (loss) per Interest is based upon the number of Interests outstanding at the end of the
period (443,717).

(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
- --------

Wells Fargo Centera)The occupancy rate of net rentable square feet ("NRF") and average base rent per square
foot as of December 31 for each of the last five years were as follows:

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

1991. . . . . 96% 31.84
1992. . . . . 98% 29.11
1993. . . . . 98% 30.66
1994. . . . . 96% 32.46
1995. . . . . 95% 34.32
<FN>
(1) Average annual base rent per square foot is based on NRF occupied as of December 31
of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled LeaseLease
b) Significant Tenants Square FeetPer Annum Expiration DateRenewal Option(s)
------------------- -------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>

International Business305,934 $21,596,668 12/1998 N/A
Machines Corporation (1)
(1)

Los Angeles Unified
School District (1) 273,559 $ 1,584,171 3/2002 N/A
(1)

(1) In March 1995, the Venture entered into a seven year direct lease with the Los
Angeles Unified School District ("LAUSD") for a portion of the space formerly occupied by International Business
Machines Corporation ("IBM"). In addition, IBM is obligated to reimburse the Venture for any shortfalls between
amounts collected under the LAUSD lease and amounts due under the IBM lease through December 1998. Base rent per
annum for IBM includes reimbursement of shortfalls for 1995.
</TABLE>

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

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

1996 8 85,551 2,203,129 6.1%
1997 4 19,514 721,067 2.0%
1998 20 357,610 13,960,469 38.8%
1999 -- -- -- --
2000 2 660 14,100 .03%
2001 2 28,810 886,698 2.5%
2002 14 283,231 8,177,848 22.7%
2003 8 68,700 2,014,080 5.6%
2004 3 15,016 346,404 1.0%
2005 2 29,581 668,084 1.9%
<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 July 5, 1985, the Partnership commenced an offering of $250,000,000
(subject to increase by up to $250,000,000) of Limited partnership
interests and assignee interests therein pursuant to a Registration
Statement on Form S-11 (File No. 2-95382) under the Securities Act of 1933.

A total of 443,711.76 Interests were sold to the public at $1,000 per
Interest (fractional interests are due to a Distribution Reinvestment
Program). The holders of such Interests were admitted to the Partnership
in 1985 and 1986.

After deducting selling expenses and other offering costs, the
Partnership had approximately $385,000,000 with which to make investments
in income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and to satisfy working capital requirements. A portion of the
proceeds has been 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 $15,045,000. Such funds and
certain escrowed amounts (which are restricted as to their use) are
available for the payment of costs relating to the Cal Plaza Office
Building out of funds received from the settlement of litigation with its
general contractor (approximately $1,100,000), the Partnership's share of
leasing costs and capital improvements for its investment properties, and
the operating deficits currently being incurred at Springbrook Shopping
Center as well as for working capital requirements, including the
Partnership's share of potential future deficits and financing costs at
certain other of the Partnership's investment properties. Anticipated
deficits for 1996, including those for expected tenant improvement and
other lease inducement costs, at the 260 Franklin office building are
expected to be paid out of the joint venture's restricted reserve account.
The joint venture that owns the 260 Franklin office building, is seeking a
further modification and extension to its mortgage loan to reduce
anticipated deficits in future years as discussed below. The Partnership
currently has adequate cash and cash equivalents to maintain the operations
of the Partnership. However, the Partnership has taken steps to preserve
its working capital by suspending operating distributions (except for
certain withholding requirements) to the Limited and General Partners
effective as of the first quarter of 1992. In addition, the General
Partners and their affiliates have previously deferred management and
leasing fees payable to them in an aggregate amount of $2,127,669
(approximately $5 per Interest) through December 31, 1995, pursuant to debt
modifications at the 260 Franklin and Piper Jaffray properties. An
affiliate of the General Partners has deferred (through reimbursements made
directly to the Partnership) $675,876 (included in the aggregate amount
above) for the Partnership's proportionate share of property management and
leasing fees paid by affiliated joint venture partnerships or their
underlying ventures, as the case may be. These reimbursements include the
proportionate share of property management fees of one unconsolidated
entity, which is not included in the consolidated financial statements.
Effective October 1, 1993, the Partnership and its consolidated ventures
began paying property management and leasing fees on a current basis other
than for the 260 Franklin office building. Reference is made to Note 11
relating to this deferral and subsequent partial payment of distributions,
fees and reimbursements.

The Partnership and its consolidated ventures have currently budgeted
in 1996 approximately $5,054,000 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 $6,757,000. Actual amounts expended in 1996 may vary
depending on a number of factors including actual leasing activity, results
of property operations, liquidity considerations and other market
conditions over the course of the year. The source of capital for such
items and for both short-term and long-term future liquidity requirements
and distributions is expected to be primarily through net cash generated by
the Partnership's investment properties, and through the sale or
refinancing of such investments (in June 1995, the Partnership received
proceeds from the sale of its interest in the Eastridge Mall; in November
1995, the Partnership received proceeds from the sale of an outparcel at
Springbrook Mall and in December 1995, the Partnership received proceeds
from the refinancing of NewPark Mall as discussed below) as well as cash
and certain escrowed accounts currently held. However, most of the
Partnership's investment properties are either restricted as to their use
of excess cash flow by escrow agreements negotiated pursuant to loan
modifications or are currently experiencing deficits. In such regard,
reference is made to the Partnership's property specific discussions below
and also to the Partnership's disclosure of certain property lease
expirations in Item 6.

The mortgage note secured by Eastridge Mall had been scheduled to
mature on October 1, 1995. On June 30, 1995, the Partnership sold its 90%
limited partner interest in the property to its unaffiliated joint venture
partner for $24,075,000 (before selling costs and retirement of debt) as
described in Note 7(a).

Piper Jaffray Tower

Occupancy at the property remained at 98% at the end of 1995. The
Minneapolis office market remains competitive due to the significant amount
of new office building developments, which has caused effective rental
rates achieved at Piper Jaffray Tower to be below expectations.

Pursuant to the modification of the mortgage loan made in August 1992,
to the extent the investment property generates cash flow after payment of
fixed interest on the mortgage, contingent interest, if any, leasing and
capital costs, and 25% of the ground rent, such amount will be paid to the
lender as a reduction of the principal balance of the mortgage loan. The
excess cash flow payments remitted to the lender for 1993 and 1994 totalled
$1,390,910 and $353,251, respectively. During 1995, the excess cash flow
generated under this agreement was $464,178 which is expected to be
remitted to the lender during the second quarter of 1996. The mortgage
note provides for the lender to earn a minimum internal rate of return
which increases over the term of the note. Accordingly, for financial
reporting purposes, interest expense has been accrued at a rate of 13.59%
per annum which is the estimated minimum internal rate of return per annum
assuming the note is held to maturity. On a monthly basis, the venture
deposits the property management fee into an escrow account to be used for
leasing costs. The manager of the property (which was an affiliate of the
Corporate General Partner) through November 1994 (see Note 11) has agreed
to defer receipt of its management fee until a later date. As of December
31, 1995, the manager has deferred approximately $2,538,000 of management
fees ($1,839,000 of which represents deferred fees due to affiliates
through November 1994). In order for the Partnership to share in future
net sale or refinancing proceeds, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in value of the property. Reference is made to Note
3(c)(i) for further discussion of this investment property.

160 Spear Street Building

Title to the property was transferred to the lender in January 1996.
Tenant leases comprising approximately 69% of the building expired in 1995.

Lease renewals and new leases were expected to be at rental rates less than
the rates on existing leases due to rental concessions and other factors.
In addition, new leases were expected to require expenditures for lease
commissions and tenant improvements prior to occupancy. As a result, the
Partnership decided not to commit any additional funds for anticipated re-
leasing costs since the recovery of such amounts would be remote. The
venture approached the lender regarding an additional modification to the
loan. However, the lender indicated that it was not willing to provide an
additional modification. The venture ceased making its monthly debt
service payments effective June 1, 1995, and in August 1995, reached an
agreement whereby all cash flow from the property was deposited in a
lockbox controlled by the lender until title was transferred to the lender
on January 25, 1996. As a result, the Partnership no longer has an
ownership interest in the property, which will result in the Partnership
recognizing a net gain for financial reporting and a gain for Federal
income tax purposes with no corresponding distributable proceeds in 1996.
The mortgage note has been classified at December 31, 1995 as a current
liability in the accompanying consolidated financial statements.

125 Broad Street Building

In November 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Ltd. ("O&Y") reached an agreement to settle their dispute
regarding 125 Broad and its property. Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released its venture partners (the "O&Y partners") from any claims related
to 125 Broad. In return, JMB/125 received an unsecured promissory note in
the principal amount of $5 million bearing simple interest at 4.5% per
annum with all principal and accrued interest due at maturity in October
1999, subject to mandatory prepayments of principal and interest or
acceleration of the maturity date under certain circumstances. In
addition, JMB/125 received a release from any claims of certain O&Y
affiliates and generally was to be indemnified against any liability as a
general partner of 125 Broad. JMB/125 was also relieved of any obligation
to contribute cash to 125 Broad in the amount of its deficit capital
account balance. Affiliates of O&Y subsequently filed a pre-arranged
bankruptcy plan for reorganization of 125 Broad under Chapter 11 of the
Bankruptcy Code in order to facilitate 125 Broad's transfer of the office
building to the mortgage lender in satisfaction of the mortgage debt and
other claims. In January 1995, the plan for reorganization was approved by
the bankruptcy court, was consummated, and the bankruptcy was concluded.
In October 1995, the makers of the $5 million promissory note payable to
JMB/125 filed for protection from creditors under Chapter 11 of the
Bankruptcy Code. JMB/125 expects to file a claim in the bankruptcy action
as an unsecured creditor. There is no assurance that JMB/125 will recover
any amounts payable under the promissory note. The promissory note has
been fully reserved due to the uncertainty of the collectibility of the
note.

Vacancy rates in the downtown Manhattan office market have increased
significantly over the last few years. The Partnership believed that these
adverse market conditions and the negative impact on effective rental rates
would continue over the next several years. The depressed market in
downtown Manhattan had significantly affected the 125 Broad Street Building
as the occupancy had decreased to 66% at the date of assignment.
Additionally, in October 1993, 125 Broad entered into an agreement with
Salomon Brothers, Inc. to terminate its lease covering approximately
231,000 square feet (17% of the building) at the property on December 31,
1993 rather than its scheduled termination in January 1997. The low
effective rental rates coupled with the lower occupancy during the
releasing period were expected to result in the property operating at a
significant deficit in 1995 and for the next several years.

260 Franklin Street Building

The office market in the Financial District of Boston remains
competitive due to new office building developments and layoffs, cutbacks
and consolidations by financial service companies. The effective rental
rates achieved upon releasing have been substantially below the rates which
were received under the previous leases for the same space. The property
is currently expected to operate at a deficit for 1996 and for several
years thereafter. In December 1991, 260 Franklin, the affiliated joint
venture, reached an agreement with the lender to modify the long-term
mortgage note secured by the 260 Franklin Street Building. The loan
modification required that the affiliated joint venture establish an escrow
account for excess cash flow from the property's operations (computed
without a deduction for property management fees and leasing commissions)
to be used to cover the cost of capital and tenant improvements and lease
inducements, which are the primary components of the anticipated operating
deficits noted above, with the balance, if any, of such escrowed funds
available at the scheduled or accelerated maturity to be used for the
payment of principal and interest due to the lender. Beginning January 1,
1992, 260 Franklin began escrowing the payment of property management fees
and lease commissions owed to an affiliate of the Corporate General Partner
pursuant to the terms of the debt modification, which is more fully
described in Note 4(b), and accordingly, such fees and commissions remained
unpaid. In 1996, the leases of tenants occupying approximately 93,000
square feet (approximately 27% of the property) at the 260 Franklin Street
Building expired. It is anticipated that there will be significant costs
related to releasing this space. In addition, as the long-term mortgage
loan in the principal amount of approximately $75,000,000 matured January
1, 1996, 260 Franklin as of such date began resubmitting the net operating
cash flow of the property to the lender while seeking an extension or
refinancing of the loan. Concurrent with such lender negotiations, 260
Franklin is also marketing the property for sale. However, there can be no
assurance that the joint venture will be able to sell the property or to
obtain any modification or refinancing. If 260 Franklin is unable to sell
the property or to refinance or extend the mortgage loan, the Partnership
may decide not to commit any significant additional funds. This may result
in 260 Franklin and the Partnership no longer having an ownership interest
in the property. In such event, 260 Franklin and the Partnership would
recognize a net gain for financial reporting and Federal income tax
purposes with no distributable proceeds.

900 Third Avenue Building

Occupancy of this building increased to 97% at the end of 1995. The
midtown Manhattan market remains competitive. Approximately 44,000 square
feet (approximately 9% of the building's leasable square footage) of leased
space expires in 1996. The manager has signed a long term lease with Zweig
Advisors, Inc. to occupy 25,900 square feet (approximately 5% of the
building's leasable square footage) of this space upon the existing lease
expiration on March 1, 1996. The property's operating cash flow will be
adversely affected by lower rental rates achieved and leasing costs
incurred upon releasing this space and may be adversely affected by
increased vacancy during the releasing period. In 1994, JMB/900 Third
Avenue Associates, on behalf of the property joint venture, successfully
completed an extension to December 1, 2001 of its mortgage loan, which was
scheduled to mature on December 1, 1994. In addition, net cash flow after
debt service and capital (as defined) will be paid into an escrow account
controlled by the lender to be used by the property joint venture for the
payment of property taxes and for releasing costs associated with leases
which expire in 1999 and 2000 (approximately 240,000 square feet of space).

To date, no escrow funds have been required to be used for leasing costs.
The remaining proceeds in this escrow (including interest earned thereon),
if any, will be released to the property joint venture once 90% of such
leased space has been renewed or released. The agreement provides,
however, that the joint venture can repay itself, out of the first
available net cash flow, certain costs incurred and deposits made by the

joint venture in connection with the loan extension (approximately
$3,229,000). As of the date of this report, approximately $1,529,000 has
been repaid to the joint venture (of which the Partnership's share is
approximately $500,000).

Wells Fargo Center

The Wells Fargo Center ("South Tower") operates in the downtown Los
Angeles office market, which has become extremely competitive over the last
several years with the addition of several new buildings that has resulted
in a high vacancy rate of approximately 25% in the marketplace.

The Partnership expects that the competitive market conditions and the
continued recession in Southern California will have an adverse affect on
the building through lower effective rental rates achieved on releasing of
existing space which expires or is given back over the next several years.
In addition, new leases are expected to require expenditures for lease
commissions and tenant improvements prior to occupancy. This anticipated
decline in rental rates, the anticipated increase in re-leasing time and
the costs upon releasing will result in a decrease in cash flow from
operations over the near term. In 1992, two major law firm tenants
occupying approximately 11% of the building's space approached the joint
venture indicating that they were experiencing financial difficulties and
desired to give back a portion of their leased space in lieu of ceasing
business altogether. The joint venture reached agreements which resulted
in a reduction of the space leased by each of these tenants. Also, a major
tenant, IBM, leasing approximately 58% of the tenant space in the Wells
Fargo Building, is sub-leasing a portion of its space which is scheduled to
expire in December 1998. In addition, the joint venture entered into a
seven year direct lease with the Los Angeles United School District
("LAUSD") for approximately one-half of IBM's space with occupancy
beginning March 1, 1995. Under the terms of an agreement reached with IBM,
the joint venture will be reimbursed by IBM for all shortfalls between
amounts due under the IBM lease and the LAUSD lease. In early 1995, two
major law firm tenants occupying approximately 5% of the building's space
notified the joint venture of their intentions to disband each of these
respective firms. The joint venture negotiated a lease termination
agreement with one of the law firms for $1,600,000, all of which has been
received as of December 31, 1995. The other law firm, which has vacated
its space and is no longer paying rent, has filed for bankruptcy. The
collectability of amounts owed by such tenant under its lease obligation is
uncertain.

The mortgage note secured by the property (with a balance of
$197,443,146 and accrued interest of approximately $2,139,000 as of
December 31, 1995), as well as the promissory note secured by the
Partnership's interest in the joint venture (with a balance of $22,750,000
and accrued interest of $2,697,500 as of December 31, 1995) matured
December 1, 1994. The joint venture has been in discussions with the
respective lenders regarding an extension of the mortgage note and the
promissory note. The joint venture reached an agreement with the lender of
the mortgage note whereby the lender has refrained from exercising its
rights and remedies under the loan documents through March 1996 while the
joint venture continued to negotiate an extension or refinancing of the
note with such lender. The venture continues to make interest payments to
the lender under the original terms of the mortgage note and is required to
escrow all available cash flow. Additionally, the Partnership has ceased
making debt service payments on the promissory note and an extension or
refinancing with the lender is likely to be dependent on the results of
negotiations with the lender of the mortgage note. There is no assurance
that the joint venture or the Partnership will be able to extend or
refinance these notes. In the absence of an extension or refinancing of
the notes, the Partnership may decide not to commit any significant
additional amounts to the property. This would likely result in the
Partnership no longer having an ownership interest in the property, and in

such intent would result in a gain for financial reporting and for Federal
income tax purposes with no corresponding distributable proceeds. In view
of, among other things, current and anticipated market and leasing
conditions affecting the property, including uncertainty regarding the
amount of space, if any, which IBM will renew when its lease (approximately
306,000 square feet) expires in December 1998, the South Tower Venture, as
a matter of prudent accounting practice, recorded a provision for value
impairment of $67,479,871 (of which $20,035,181 has been allocated to the
Partnership and was reflected in the Partnership's share of operations of
unconsolidated ventures). Such provision, made as of August 31, 1993, was
recorded to reduce the net carrying value of the Wells Fargo Center to the
then outstanding balance of the related non-recourse debt. Reference is
made to Notes 2, 3(c)(iii) and 4(b)(vi).

RiverEdge Place Building

The RiverEdge Place Building was originally 100% leased to an
affiliate of the major tenant, First American Bank, under a long-term over-
lease executed in connection with the purchase of the property. As the
Bank and its affiliate were experiencing significant financial difficulties
on June 23, 1992, the Partnership accepted $9,325,000 for the buy-out of
the Bank's over-lease obligations. The Partnership took this course of
action due to the First American Bank's deteriorating financial condition
and the Federal Deposit Insurance Corporation's ability to assume control
of the Bank and to terminate the over-lease obligation. The $9,325,000
buy-out was concurrently remitted to the lender to reduce the mortgage
secured by the RiverEdge Place Building. The Partnership ceased making
debt service payments effective July 1, 1992, and continues to seek to
restructure the mortgage note with a current balance of $18,166,294 in
order to reduce operating deficits resulting from the over-lease buy-out.
The property has generated positive cash flow of approximately $3,980,000
and $2,836,000 as of December 31, 1995 and December 31, 1994, respectively,
since the Partnership ceased making monthly debt service payments. Such
cash flow will likely be remitted to the lender and therefore these amounts
are included in other restricted securities in the consolidated financial
statements. If the Partnership's attempt for mortgage note restructuring
is not successful, the Partnership would likely decide, based upon current
market conditions and other considerations relating to the property and the
Partnership's portfolio, not to commit significant additional amounts to
the property. This would result in the Partnership no longer having an
ownership interest in the property and would result in a net gain for
financial reporting and Federal income tax purposes without any
corresponding distributable proceeds. As of December 31, 1995, the amount
of principal and interest in arrears is approximately $13,355,000. The
mortgage note has been classified as a current liability in the
accompanying consolidated financial statements. The RiverEdge Place
Building is currently 89% occupied. The Partnership is pursuing tenants
for the building's remaining vacant space.

21900 Burbank Building

In March 1996, the lender realized upon its security and took title to
the property as discussed below.

The 21900 Burbank Building sustained some damage as a result of the
earthquakes that occurred in Southern California on January 17, 1994. On
February 22, 1995, the City Council of the City of Los Angeles passed an
ordinance relating to the repair of welded steel moment frame buildings in
an area of the city that includes the 21900 Burbank Building. The
Partnership was unable to make a complete determination of the requirements
to comply with the ordinance at the time of the issuance of the
Partnership's 1994 consolidated financial statements. It was estimated at
that time that the cost of compliance with the ordinance could be
approximately $1 million, which was reflected as property operating
expenses in the 1994 consolidated financial statements.

During April 1995, the Partnership received notice from the City which
required submission of a report indicating the number of welded connections
damaged and proposed repair procedures. Based upon the findings and cost
estimates of independent structural engineers, it was estimated that the
cost of making the necessary repairs would be approximately $100,000. No
amounts were paid prior to the lender taking title to the property.
Accordingly, property operating expenses recorded in 1994 of $1 million
have been reversed in the Partnership's 1995 consolidated financial
statements.

The Partnership approached the lender during 1995 regarding a
modification of the loan (scheduled to mature December 1, 1996) due to the
anticipated repair and re-leasing costs expected to be incurred at the
property. The lender was not willing to provide such a modification and
notified the Partnership of its default under certain provisions of the
loan agreement. The Partnership decided not to commit additional amounts
to the property and ceased making debt service payments commencing with the
November 1995 payment. As a result, the lender realized upon its security
interest in the property in March 1996. This resulted in the Partnership
no longer having an ownership interest in the property, and will result in
a net gain for financial reporting and for Federal income tax purposes with
no corresponding distributable proceeds in 1996. The mortgage note with a
balance and accrued interest of $11,668,754 and $291,937, respectively, has
been classified at December 31, 1995 as a current liability in the
accompanying consolidated financial statements.

NewPark Associates

In December 1986, the Partnership, through the JMB/NewPark joint
venture partnership, acquired an interest in an existing joint venture
partnership ("NewPark Associates") with the developer which owns an
interest in an existing enclosed regional shopping center in Newark,
California known as NewPark Mall. JMB/NewPark invested $32,500,000 for its
50% interest in NewPark Associates. In December 1995, the developer
transferred its interest in NewPark Associates to a new venturer which is
affiliated with the developer.

The NewPark Mall secures a mortgage note payable in the principal
amount of $50,620,219 that was originally due on November 1, 1995. Monthly
payments of interest only of $369,106 were due through November 30, 1993.
Commencing on December 1, 1993 through October 30, 1995, principal and
interest were due in monthly payments of $416,351 with a final balloon
payment due November 1, 1995. In October 1995, JMB/NewPark was granted a
loan extension until December 15, 1995. Interest on the note payable
accrued at 8.75% per annum. On December 21, 1995, NewPark Associates
obtained a new mortgage loan with an institutional lender. The new
mortgage loan in the principal amount of $60,000,000 is due on December 31,
2000. The loan provides for monthly interest-only payments of $357,500.
Interest on the non-recourse loan accrues at 7.15% per annum.

A portion of the proceeds from the note payable was used to pay the
outstanding balance, including accrued interest, under the previous
mortgage note payable. The Partnership's share of net refinancing proceeds
(after payment of the previous mortgage note payable and costs and fees
relating to the refinancing) was $4,815,000.

California Plaza

Due to operating deficits in 1993, the Partnership modified the loan
secured by the property on December 22, 1993. As more fully discussed in
Note 4(b)(v), the loan modification reduced the pay rate of monthly
interest only payments to 8% per annum, effective February 1993, extended
the loan maturity date to January 1, 2000, and requires the net cash flow
of the property to be escrowed (as defined). The venture also funded
$500,000 into a reserve account as required by the modification agreement.
This reserve account (including interest earned thereon) is to be used to
fund future costs, including tenant improvements, leasing commissions and
capital improvements, approved by the lender (none used as of December 31,
1995).

In June 1995, the venture entered into a seven year direct lease with
Maxis Inc. for approximately 38,500 square feet of space on the sixth floor
of the building previously occupied by a major tenant (Liquid Air). Liquid
Air paid the venture $3,740,000 as a lease amendment fee in June 1995 and
guaranteed the obligations under the Maxis lease up to $1,500,000 through
its original expiration date of January 2001. Liquid Air will remain
obligated for lease payments on approximately 55,000 square feet under its
original lease terms and is currently attempting to sub-lease a portion of
this space. The $3,740,000 amendment fee was applied as follows (i)
$2,112,200 was remitted to the lender to reduce the principal balance on
the mortgage loan, (ii) $999,100 was placed into escrow and was being used
to pay for leasing costs associated with the Maxis lease, and (iii)
$628,700 was placed into the existing reserve account.

In 1995, the venture received approximately $1,410,000 in full
settlement from a lawsuit filed with Dillingham, the general contractor of
the property, and several of the subcontractors ($150,000 was received in
1994). The funds will generally be used for necessary building repairs.

Due to the uncertainty of the Partnership's ability to recover the net
carrying value of the California investment property, the Partnership made,
as a matter of prudent accounting practice, a provision for value
impairment of California Plaza at June 30, 1993 of $2,166,799 (which
included $1,558,492 relating to the venture partner's deficit investment
balance at that date). Such provision reduced the net carrying value of
the investment property to the then outstanding balance of the related non-
recourse mortgage note. Reference is made to Notes 1 and 4(b)(v).

Springbrook Shopping Center

The Springbrook Shopping Center is currently 88% occupied. The
Partnership is pursuing replacement tenants for the vacant space, but there
is no assurance that any leases will be consummated. In addition, a lease
for approximately 24,000 square feet (approximately 13% of the total space)
in the shopping center expires in May 1996. It currently appears unlikely
that the tenant will renew its lease. The property is expected to operate
at a deficit in 1996. The Partnership finalized in November of 1995 the
sale of an outparcel to a major bank which resulted in sale proceeds of
approximately $910,000. As a matter of prudent accounting practice, the
Partnership made a provision for value impairment of such investment
property of $7,534,763 at December 31, 1993. Such provision was recorded
to reduce the net carrying value of the investment property to the then
outstanding balance of the related non-recourse financing. Reference is
made to Note 1.

Other

Certain of the Partnership's investments have been made through joint
ventures. 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.

On March 23, 1994, the Partnership received proceeds from the sale of
the Villa Solana Apartments as more fully described in Note 7. In August
1994, $2,218,523 ($5 per Interest) was distributed to the Limited Partners
and $22,410 was distributed to the General Partners out of such proceeds.
On October 6, 1994, the Partnership received proceeds from the sale of the
9701 Wilshire Building as described in Note 7. In February 1995,
$3,549,636 ($8 per Interest) was distributed to the Limited Partners and
$35,854 was distributed to the General Partners out of such proceeds and
proceeds from the sale of other investment properties described in Note 7.
On June 30, 1995, the Partnership received proceeds from the sale of its
interest in Eastridge Mall as described in Note 7; in November 1995, the
Partnership received proceeds from the sale of an outparcel at Springbrook

Mall and in December 1995, the Partnership received proceeds from the
refinancing of NewPark Mall. Reference is made to Notes 4 and 7.
Although the Partnership expects to distribute sales proceeds from the
disposition of certain of the Partnership's remaining assets, without a
dramatic improvement in market conditions, Limited Partners will receive
significantly less than half of their original investment. However, in
connection with sales or other dispositions (including transfers to
lenders) of properties (or interests therein) owned by the Partnership or
its joint ventures, the Limited Partners may be allocated substantial gain
for Federal income tax purposes, regardless of whether any proceeds are
distributable from such sales or other dispositions.

As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. In an effort to reduce partnership operating expenses, the
Partnership expects to make semi-annual rather than quarterly distributions
of available operating cash flow, when the General Partners elect to end
the suspension of operating cash flow distributions. The Partnership has
also sought or is seeking 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 the availability of
outside sources of capital may be limited given the portfolio's current
debt levels. Due to these factors, the Partnership has held its remaining
investment properties longer than originally anticipated in an effort to
maximize the return of their investment to the Limited Partners. However,
after reviewing the remaining properties and the competitive marketplaces
in which they operate, the General Partners of the Partnership expect to be
able to conduct an orderly liquidation of its remaining investment
portfolio as quickly as practicable. Therefore, the affairs of the
Partnership are expected to be wound up no later than 1999 (sooner if the
properties are sold in the near term), barring unforeseen economic
developments.

RESULTS OF OPERATIONS

The increase in cash and cash equivalents and decrease in short-term
investments at December 31, 1995 as compared to December 31, 1994 is
primarily due to none of the Partnership's U.S. Government obligations
being classified as cash equivalents at December 31, 1994 whereas
approximately $13,000,000 of U.S. Government obligations were classified as
cash equivalents at December 31, 1995. In addition, $2,835,995 which was
classified as cash and cash equivalents at December 31, 1994 has been
reclassed to other restricted securities. Reference is made to Note 1.

The increase in the balance of escrow deposits and restricted
securities at December 31, 1995 as compared to December 31, 1994 is
primarily due to the continued escrow of excess cash flow pursuant to the
loan modifications at the 260 Franklin Street Building and the Cal Plaza
Office Building. Reference is made to Note 4(b).

The increase in other restricted securities at December 31, 1995 as
compared to December 31, 1994 is due to the continued restriction of cash
to be paid to the lender of RiverEdge Place investment property. Reference
is made to Note 4(b).

The decrease in land, buildings and improvements, accumulated
depreciation, and venture partners' subordinated equity in ventures at
December 31, 1995 as compared to December 31, 1994 are primarily due to the
sale of the Partnership's 90% interest in the Eastridge Mall venture on
June 30, 1995. Reference is made to Note 7(a).

The decrease in investment in unconsolidated ventures, at equity, at
December 31, 1995 as compared to December 31, 1994 is primarily due to
distributions received from the Newpark Venture of approximately $5,400,000
from refinancing proceeds on the mortgage note payable. Reference is made
to Note 3(c)(v).

The increase in venture partners' deficits in ventures at December 31,
1995 as compared to December 31, 1994 is primarily due to the venture
partners' allocations of 1995 losses from the 160 Spear Street and 260
Franklin investment properties.

The increase in the current portion of long-term debt and the
corresponding decrease in long-term debt, less current portion at December
31, 1995 as compared to December 31, 1994 is primarily due to the
classification of the mortgage notes secured by the 21900 Burbank Building,
160 Spear Street Building, and 260 Franklin Building as current liabilities
at December 31, 1995. Reference is made to Note 4(a). The increase in
current portion of long-term debt is partially offset by the sale of the
Partnership's 90% interest in the Eastridge Mall Venture on June 30, 1995.
Reference is made to Note 7(a).

The balance of accounts payable at December 31, 1995 includes the
accrual of approximately $1,100,000 of costs relating to the Cal Plaza
Office Building out funds received from the Dillingham settlement as
discussed above. Reference is made to Note 3(b)(iii). The accounts
payable balance at December 31, 1994 includes the accrual of $1,000,000 for
potential repairs at the 21900 Burbank Building made in 1994 and which was
reversed in 1995. Reference is made to Note 2(c).

The increase in the amounts due to affiliates at December 31, 1995 as
compared to December 31, 1994 is due to the continued deferral of property
management fees and lease commissions payable by the 260 Franklin Building.

Reference is made to Note 11.

The increase in accrued interest payable at December 31, 1995 as
compared to December 31, 1994 is primarily due to the accrual of
approximately $4,000,000 in 1995 of unpaid interest on the mortgage loan
secured by the RiverEdge Place investment property and the accrual of
approximately $2,470,000 in 1995 of unpaid interest on the promissory note
secured by the Partnership's interest in the South Tower venture.
Reference is made to Note 4(b).

The balance in other current liabilities and deferred income at
December 31, 1995 is primarily due to the receipt of a $2,745,058 (before
amortization) lease amendment fee which is being recognized as income over
the remaining term of the tenant's original lease at the Cal Plaza Office
Building. Reference is made to Note 3(b)(iii).

The increase in investment in unconsolidated ventures, at equity
reflected as a liability at December 31, 1995 as compared to December 31,
1994 is due primarily to the Partnership's share of losses from JMB/Piper
Jaffray Tower Associates and the Wells Fargo Center.

The decrease in venture partners' subordinated equity in ventures at
December 31, 1995 as compared to December 31, 1994 is due to the venture
partners' allocation of losses and distributions from the Dunwoody
investment property.

The decreases in rental income, mortgage and other interest and
depreciation for the year ended December 31, 1995 as compared to the same
period in 1994 and for the year ended December 31, 1994 as compared to 1993
are primarily due to the sale of Villa Solona Apartments on March 23, 1994,
the lenders obtaining legal title to the Park at Countryside Apartments on
May 5, 1994, the sale of 9701 Wilshire Building on October 6, 1994 and the
sale of the Partnership's 90% interest in the Eastridge Mall Venture on
June 30, 1995. Such disposition of those properties resulted in the
decrease in property operating expenses for the year ended December 31,
1995 as compared to the year ended December 31, 1994 which was offset in
1994 by the 21900 Burbank accrual of earthquake repair costs. Reference is
made to Note 7.

The increase in interest income for the year ended December 31, 1995
as compared to the same periods in 1994 and 1993 is primarily due to higher
effective yields being earned on U.S. Government obligations held by the
Partnership during 1995.

The increase in general and administrative expenses for the year ended
December 31, 1995 and compared to the same periods in 1994 and 1993 is
primarily due to an increase in reimbursable costs to affiliates of the
General Partners in 1995 and the recognition of certain additional prior
year reimbursable costs to such affiliates. Reference is made to Note 11.

The decrease in the Partnership's share of loss from operations of
unconsolidated ventures for the year ended December 31, 1995 as compared to
December 31, 1994 is primarily due to the assignment by JMB/125 Broad to an
affiliate of JMB/125's unaffiliated venture partner in November 1994
partially offset by an increase in operating losses. The decrease for the
year ended December 31, 1994 as compared to the same period in 1993 is
primarily due to the provision for value impairment recorded at August 31,
1993 at Wells Fargo Center (of which the Partnership's share was
$20,035,181), offset by a decrease in the Partnership's share of losses of
JMB/125 due to the receipt of the Salomon Brothers lease termination fee
payment of approximately $26,500,000 (of which the Partnership's share was
approximately $7,700,000) in 1993. Reference is made to Notes 3(c)(iii),
3(c)(iv) and 7(f).

The increase in venture partners' share of loss from ventures'
operations for the year ended December 31, 1995 as compared to December 31,
1994 is due to increased losses recognized on the 160 Spear Street and 260
Franklin properties. The decrease in venture partners' share of loss from
ventures' operations for the year ended December 31, 1994 as compared to
December 31, 1993 is primarily due to the write-off of the California Plaza
venture partner's deficit investment balance at June 30, 1993. Effective
in 1993, the venture partner at the Cal Plaza investment property is no
longer allocated any losses.

The gain on sale or disposition of investment properties for the year
ended December 31, 1995 relates to the $6,275,248 of gain from the sale of
the Partnership's 90% interest in the Eastridge Development Company,
Limited Partnership on June 30, 1995, and $509,777 on the sale of an
outparcel at Springbrook Mall in November of 1995. Reference is made to
Notes 7(a) and 2(d).

The gain on sale of interest in unconsolidated ventures for the year
ended December 31, 1995 relates to the recognition of $856,751 of gain from
the sale of JMB/Owing's interest in the Owings Mills Limited Partnership in
June 1993. The gain for the year ended December 31, 1993 relates to the
$2,627,427 gain on JMB/Owing's sale of its interest in Owings Mills Limited
Partnership and the $229,140 gain on sale of the Partnership's remaining
interest in Harbor Overlook Limited Partnership in January 1993. Reference
is made to Note 7(a) and (c).

The gain on sale of interest in unconsolidated ventures in 1994 is due
to the assignment of JMB/125's interest in the 125 Broad investment
property to an affiliate of the Partnership's unaffiliated venture partner
in November 1994. Reference is made to Note 7(f).

INFLATION

Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses. Inflation is not expected to significantly
impact future operations due to the expected liquidation of the Partnership
by 1999.

However, to the extent that inflation in future periods would have an
adverse impact on property operating expenses, the effect would generally
be offset by amounts recovered from tenants as many of the long-term leases
at the Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes. Therefore, there should be little effect on net
operating earnings if the properties remain substantially occupied. In
addition, substantially all of the leases at the Partnership's shopping
center investments contain provisions which entitle the property owner to
participate in gross receipts of tenants above fixed minimum amounts.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1995 and 1994

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

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

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

Notes to Consolidated Financial Statements

SCHEDULE
--------

Consolidated Real Estate and Accumulated DepreciationIII

Schedules not filed:

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

INDEPENDENT AUDITORS' REPORT

The Partners
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV:

We have audited the consolidated financial statements of Carlyle Real
Estate Limited Partnership - XV (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 - XV 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 - XV
(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) . . . . . . . . . . $ 15,045,385 844,080
Short-term investments (note 1). . . . . . . . . . . . -- 10,564,988
Interest, rents and other receivables . . . . . . . . 1,451,221 1,430,849
Current portion of notes receivable (net of allowance
of $1,466,051 in 1995 and 1994) (note 8) . . . . . . -- 11,967
Escrow deposits and restricted securities (notes 1 and 4(b))10,972,207 7,551,262
Other restricted securities (note 4(b)(iii)) . . . . . 3,980,279 2,835,995
------------ ------------

Total current assets . . . . . . . . . . . . . 31,449,092 23,239,141
------------ ------------
Investment properties, at cost (notes 1, 2 and 3) - Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . 26,487,675 30,786,288
Buildings and improvements. . . . . . . . . . . . . . 308,349,093 336,767,526
------------ ------------
334,836,768 367,553,814
Less accumulated depreciation . . . . . . . . . . . . (104,766,634) (106,168,986)
------------ ------------

Total investment properties,
net of accumulated depreciation. . . . . . . 230,070,134 261,384,828
------------ ------------

Investment in unconsolidated ventures,
at equity (notes 3 and 12) . . . . . . . . . . . . . . 22,432,665 27,791,761
Deferred expenses. . . . . . . . . . . . . . . . . . . . 3,852,745 3,991,141
Accrued rents receivable . . . . . . . . . . . . . . . . 4,902,626 5,354,240
Venture partners' deficits in ventures . . . . . . . . . 8,300,712 5,901,802
------------ ------------

$301,007,974 327,662,913
============ ============

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(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) . . . . . . $ 179,862,967 64,981,954
Current portion of notes payable (note 10) . . . . . . 70,701 70,701
Accounts payable . . . . . . . . . . . . . . . . . . . 2,494,207 2,620,655
Amounts due to affiliates (note 11). . . . . . . . . . 2,186,007 1,736,196
Accrued interest payable . . . . . . . . . . . . . . . 13,583,612 7,147,878
Accrued real estate taxes. . . . . . . . . . . . . . . 486,906 554,229
Other current liabilities (note 3(b)(iii)) . . . . . . 521,652 --
------------ ------------
Total current liabilities. . . . . . . . . . . 199,206,052 77,111,613
Notes payable (note 10). . . . . . . . . . . . . . . . . 219,733 290,434
Tenant security deposits . . . . . . . . . . . . . . . . 557,062 533,522
Investment in unconsolidated ventures, at equity (notes 3 and 12)22,080,42215,811,104
Deferred income (note 3(b)(iii)) . . . . . . . . . . . . 2,007,580 --
Other liabilities (note 7(a)). . . . . . . . . . . . . . 330,000 360,000
Long-term debt, less current portion (note 4). . . . . . 108,528,346 246,148,319
------------ ------------
Commitments and contingencies (notes 1, 2, 3, 4, 7 and 9)
Total liabilities. . . . . . . . . . . . . . . 332,929,195 340,254,992
Venture partners' subordinated equity in ventures. . . . 5,439,926 8,854,639
Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions. . . . . . . . . . . . . . . 20,000 20,000
Cumulative net losses. . . . . . . . . . . . . . . (17,335,834) (16,615,024)
Cumulative cash distributions. . . . . . . . . . . (908,722) (872,867)
------------ ------------
(18,224,556) (17,467,891)
------------ ------------
Limited partners (443,717 Interests):
Capital contributions, net of offering costs . . . 384,978,681 384,978,681
Cumulative net losses. . . . . . . . . . . . . . . (374,108,664) (362,540,535)
Cumulative cash distributions. . . . . . . . . . . (30,006,608) (26,416,973)
------------ ------------
(19,136,591) (3,978,827)
------------ ------------
Total partners' capital accounts (deficits). . (37,361,147) (21,446,718)
------------ ------------
$301,007,974 327,662,913
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
1995 1994 1993
------------- ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . $ 44,199,560 52,221,396 54,795,252
Interest income. . . . . . . . . . . . 1,215,534 886,073 492,992
------------ ----------- -----------
45,415,094 53,107,469 55,288,244
------------ ----------- -----------
Expenses:
Mortgage and other interest. . . . . . 29,972,319 33,160,181 34,767,530
Depreciation . . . . . . . . . . . . . 10,440,946 11,490,889 12,370,095
Property operating expenses (note 2(c)) 18,442,109 22,832,962 22,465,768
Professional services. . . . . . . . . 595,234 644,763 605,331
Amortization of deferred expenses. . . 1,123,917 1,138,527 1,223,341
General and administrative . . . . . . 815,211 610,188 628,691
Provisions for value impairment (note 1) -- -- 10,617,871
------------ ----------- -----------
61,389,736 69,877,510 82,678,627
------------ ----------- -----------
Operating loss . . . . . . . . (15,974,642) (16,770,041) (27,390,383)
Partnership's share of loss from operations of
unconsolidated ventures (note 12). . . (6,484,175) (15,190,416) (31,617,778)
Venture partners' share of loss from ventures'
operations (note 3). . . . . . . . . . 2,528,102 2,235,151 2,866,514
------------ ----------- -----------
Net operating loss . . . . . . (19,930,715) (29,725,306) (56,141,647)
Gain on sale or disposition of investment
properties, net of venture partner's share
of gain of $823,609 in 1994 (notes 3(b)(ii) and 7)6,785,0253,597,347 --
Gain on sale of interests in unconsolidated
ventures (notes 3(c)(iv) and 7). . . . 856,751 31,743,006 2,856,567
------------ ----------- -----------
Net income (loss). . . . . . . $(12,288,939) 5,615,047 (53,285,080)
============ =========== ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

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

Net income (loss) per limited partnership
interest (note 1):
Net operating loss . . . . $ (43.12) (64.31) (121.46)
Net gain on sale or disposition of
investment property. . . 17.05 8.03 --
Gain on sale or disposition of interests
in unconsolidated ventures -- 70.83 6.37
------------ ----------- -----------
$ (26.07) 14.55 (115.09)
============ =========== ===========

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

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (443,717 INTERESTS)
----------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF NET
CONTRI- NET CASH OFFERING INCOME CASH
BUTIONS LOSS DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------------------------------ ----------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit)
Decem-
ber 31,
1992.$20,000(13,562,316) (600,866)(14,143,182)384,978,681(317,923,210)(23,953,326)43,102,145

Net loss-- (2,217,100) -- (2,217,100) -- (51,067,980) -- (51,067,980)
Cash distri-
butions
($.55 per
limited
partnership
interest)-- -- -- -- -- -- (245,124) (245,124)
------------------ --------- ----------- ----------------------------------------------
Balance
(deficit)
Decem-
ber 31,
1993.20,000(15,779,416) (600,866)(16,360,282)384,978,681(368,991,190)(24,198,450)(8,210,959)

Net income
(loss) -- (835,608) -- (835,608) -- 6,450,655 -- 6,450,655
Cash distri-
butions
($5.00 per
limited
partnership
interest)-- -- (272,001) (272,001) -- -- (2,218,523) (2,218,523)
------------------ --------- ----------- ----------------------------------------------

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

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

GENERAL PARTNERS LIMITED PARTNERS (443,717 INTERESTS)
----------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
CONTRI- NET CASH OFFERING NET CASH
BUTIONS LOSS DISTRIBUTIONS TOTAL COSTS LOSS DISTRIBUTIONS TOTAL
------------------------------ ----------- ----------------------------------------------
Balance
(deficit)
Decem-
ber 31,
1994.20,000(16,615,024) (872,867)(17,467,891)384,978,681(362,540,535)(26,416,973)(3,978,827)

Net income
(loss) -- (720,810) -- (720,810) -- (11,568,129) -- (11,568,129)
Cash distri-
butions
($8.09 per
limited
partnership
interest)-- -- (35,855) (35,855) -- -- (3,589,635) (3,589,635)
------------------ --------- ----------- ----------------------------------------------
Balance
(deficit)
Decem-
ber 31,
1995.$20,000(17,335,834) (908,722)(18,224,556)384,978,681(374,108,664)(30,006,608)(19,136,591)
================== ========= =========== ==============================================

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

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(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 income (loss). . . . . . . . . . . $(12,288,939) 5,615,047 (53,285,080)
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . 10,440,946 11,490,889 12,370,095
Amortization of deferred expenses. . 1,123,917 1,138,527 1,223,341
Long-term debt - deferred accrued interest3,236,199 2,727,421 3,543,421
Partnership's share of loss from operations
of unconsolidated ventures . . . . 6,484,175 15,190,416 31,617,778
Venture partners' share of ventures' loss from
operations and gain on sale or disposition
of investment properties . . . . . (2,528,102) (1,411,542) (2,866,514)
Provisions for value impairment. . . -- -- 10,617,871
Gain on sale or disposition of
investment properties (notes 3(b)(ii)) (6,785,025) (4,420,956) --
Gain on sale of interests in unconsolidated
ventures (notes 3(c)(iv) and 7). . (856,751) (31,743,006) (2,856,567)
Changes in:
Interest, rents and other receivables 86,144 (463,724) 195,969
Current portion of notes receivable. 11,967 22,106 185,484
Escrow deposits and restricted securities
(note 4(b)). . . . . . . . . . . . (3,420,945) (1,399,833) (1,951,511)
Other restricted securities (Note 4(b)(iii))(1,144,284)(2,835,995) --
Accrued rents receivable, net. . . . 455,115 1,231,693 1,056,311
Accounts payable . . . . . . . . . . 441,144 762,407 (651,329)
Amounts due to affiliates. . . . . . 449,811 (4,674,514) 831,778
Accrued interest payable . . . . . . 6,220,119 2,202,159 2,725,892
Accrued real estate taxes. . . . . . (167,328) (174,105) (64,510)
Other current liabilities. . . . . . 30,000 -- --
Deferred income. . . . . . . . . . . 2,499,232 -- --
Deposits and advances. . . . . . . . -- -- (430,000)
Tenant security deposits . . . . . . (4,102) (329,670) 50,712
Other liabilities. . . . . . . . . . (30,000) -- --
------------ ----------- -----------
Net cash provided by (used in)
operating activities . . . . 4,253,293 (7,072,680) 2,313,141
------------ ----------- -----------

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(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 . . . . . . . 10,564,988 (397,694) (442,084)
Additions to investment properties . . (872,103) (1,279,820) (838,618)
Partnership's distributions from
unconsolidated ventures. . . . . . . 6,525,990 7,505,575 3,329,583
Partnership's contributions to
unconsolidated ventures. . . . . . . (525,000) (2,792,572) (740,111)
Cash proceeds from sale of interest in
ventures (notes 2 and 7) . . . . . . 1,594,727 3,580,504 --
Cash proceeds from sale of interest
in unconsolidated ventures (notes 2 and 7) -- -- 229,140
Payment of deferred expenses . . . . . (992,616) (886,493) (530,531)
------------ ----------- -----------
Net cash provided by
investing activities . . . . 16,295,986 5,729,500 1,007,379
------------ ----------- -----------
Cash flows from financing activities:
Proceeds from refinancing of long-term debt
(note 4(b)) . . . . . . . . . . . . -- 1,134,189 --
Principal payments on long-term debt . (2,786,783) (878,524) (1,017,356)
Principal payments on notes payable. . (70,701) (70,701) (70,701)
Venture partners' contributions to venture 135,000 249,450 30,000
Distributions to venture partners. . . -- (776,717) (185,740)
Distributions to general partners. . . (35,855) (272,001) --
Distributions to limited partners. . . (3,589,635) (2,218,523) (245,124)
------------ ----------- -----------
Net cash used in financing activities(6,347,974) (2,832,827) (1,488,921)
------------ ----------- -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . 14,201,305 (4,176,007) 1,831,599
Cash and cash equivalents,
beginning of year . . . . . . 844,080 5,020,087 3,188,488
------------ ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . $ 15,045,385 844,080 5,020,087
============ =========== ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994 1993
----------- ----------- -----------
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other interest $20,516,001 28,230,601 28,498,214
=========== =========== ===========
Non-cash investing and financing activities:
Non-cash gain recognized on sale of
interests in ventures (notes 3(c)(iv) and 7)$ 7,641,77631,743,006 2,627,427
=========== =========== ===========
Sale of investment properties (note 7):
Total sale proceeds, net of selling expenses$24,998,71933,604,213 --
Payment of mortgages payable and
accrued interest . . . . . . . . . (23,403,992) (30,023,709) --
----------- ----------- -----------
Cash proceeds from sale of investment
property, net of selling expenses$ 1,594,727 3,580,504 --
=========== =========== ===========

Disposition of investment property (note 4(b)(i)):
Balance due on long-term debt cancelled $ -- 3,100,000 --
Accrued interest expense on accelerated
long-term debt . . . . . . . . . . -- 970,317 --
Reduction of investment property, net -- (2,023,953) --
Reduction of deferred expenses . . . -- (16,467) --
Reduction of other liabilities . . . -- 117,966 --
----------- ----------- -----------
Non-cash gain recognized due to lender
realizing upon security . . . $ -- 2,147,863 --
=========== =========== ===========

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

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
(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 accompanying consolidated financial statements include the
accounts of the Partnership and its ventures, Eastridge Development Company
("Eastridge") (sold June 30, 1995, see note 7); Daytona Park Associates
("Park") (see note 4(b)(i)); JMB/160 Spear Street Associates ("160 Spear");
Villa Solana Associates ("Villa Solana") (sold March 23, 1994, see note 7);
260 Franklin Street Associates ("260 Franklin"); C-C California Plaza
Partnership ("Cal Plaza"); Villages Northeast Associates ("Villages
Northeast") and VNE Partners, Ltd. ("VNE Partners"). The effect of all
transactions between the Partnership and the consolidated ventures has been
eliminated.

The equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interests in JMB/Piper Jaffray Tower Associates ("JMB/Piper") and JMB/Piper
Jaffray Tower Associates II ("JMB/Piper II"); 900 Third Avenue Associates
("JMB/900"); Maguire/Thomas Partners-South Tower ("South Tower"); Harbor
Overlook Limited Partnership ("Harbor") (see note 7); JMB/Owings Mills
Associates ("JMB/Owings") (sold June 30, 1993, see note 7); JMB/NewPark
Associates, L.P. ("JMB/NewPark"); Carlyle-XV Associates, L.P., which owns
an interest in JMB/125 Broad Building Associates, L.P. ("JMB/125"). In
November 1994, the Partnership through its indirect ownership of JMB/125
assigned its interest in the 125 Broad Street Building (see notes 3(c)(iv)
and 7(f)).

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 present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of certain ventures as described
above. Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership. The net effect of these items is summarized as
follows for the years ended December 31, 1995 and 1994:

1995 1994
----------------------------------------------------------
TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . $301,007,974 140,521,835 327,662,913 144,882,708

Partners' capital accounts
(deficit):
General partners . . . (18,224,556) (18,045,909) (17,467,891) (19,285,157)
Limited partners . . . (19,136,591) 12,664,251 (3,978,827) 20,986,144

Net income (loss):
General partners . . . (720,810) 1,275,104 (835,608) 4,805,712
Limited partners . . . (11,568,129) (4,732,257) 6,450,655 (4,780,582)

Net income (loss) per
limited partnership
interest . . . . . . . . $ (26.07) (10.67) 14.55 (10.77)
============ ============ =========== ===========
</TABLE>

The net loss per limited partnership interest ("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 the recognition of 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 these
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. In addition, the Partnership records
amounts held in U.S. Government obligations and other securities 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 ($13,015,131 and $2,642,881 at December
31, 1995 and 1994, respectively) as cash equivalents with any remaining
amounts (generally with maturities of one year or less) reflected as short-
term investments being held to maturity.

Escrow deposits and restricted securities primarily represent cash and
investments restricted as to their use by the Partnership.

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. Such provisions generally reduce the net carrying values
of the investment properties to the then outstanding balance of the related
non-recourse mortgage notes. Due to the uncertainty of the Partnership's
ability to recover the net carrying value of the 125 Broad Street Building
(note 3(c)(iv)), 260 Franklin Street Building, Eastridge Mall, 21900
Burbank Boulevard Building, 9701 Wilshire Building, RiverEdge Place,
California Plaza, Wells Fargo Center - IBM Tower, Villa Solana Apartments
and Springbrook Shopping Center investment properties, the Partnership, or
ventures, as the case may be, made, as a matter of prudent accounting
practice, provisions for value impairment. A provision for value
impairment was recorded at June 30, 1993, of $2,166,799 for California
Plaza, which included $1,558,492 relating to the venture partner's deficit
investment balance at that date, at August 31, 1993, of $67,479,871 (of
which, the Partnership's share is $20,035,181) at Wells Fargo Center - IBM
Tower, at September 30, 1993, of $916,309 at Villa Solana Apartments, and
at December 31, 1993 of $7,534,763 at Springbrook Shopping Center.

Deferred expenses are comprised principally of deferred financing fees
which are amortized over the related debt term and deferred leasing fees
which are amortized over the related lease term.

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

Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires all
entities to disclose the SFAS 107 value of all financial assets and
liabilities for which it is practicable to estimate. Value is defined in
the Statement as the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes the carrying amount of its
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. As the debt secured by the RiverEdge
Place Building, 260 Franklin Street, 160 Spear Street Building and 21900
Burbank Building investment properties and the Partnership's interest in
the South Tower joint venture has been classified by the Partnership as a
current liability at December 31, 1995 as a result of defaults (see note
4), and because the resolution of such defaults is uncertain, the
Partnership considers the disclosure of the SFAS 107 value of such long-
term debt to be impracticable. The remaining long-term debt has been
calculated to have a SFAS 107 value approximating the carrying value 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.

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

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

(2) INVESTMENT PROPERTIES

(a) General

The Partnership has acquired, either directly or through joint
ventures, interests in four apartment complexes, twelve office buildings,
four shopping centers and one parking facility. The Partnership's
aggregate cash investment, excluding certain related acquisition costs, was
$299,637,926. During 1989, the Partnership disposed of its interest in the
investment property owned by CBC Investment Company ("Boatmen's") (note
3(b)(i)). During 1991, the Partnership sold 62% of its interest in Harbor
and in 1993 sold its remaining 38% interest in Harbor (note 7). In
September 1992, the Partnership sold the Erie-McClurg Parking Facility
(note 7). In June 1993, the Partnership sold (through JMB/Owings) its
interest in Owings Mills Shopping Center (note 7). In March 1994, the
Partnership, through Villa Solana Associates, sold the Villa Solana
Apartments (note 7). In May 1994, the lender realized upon its security
interest in the Park at Countryside Apartments (note 4(b)(i)). In October
1994, the Partnership sold the 9701 Wilshire Office Building (note 7). In
November 1994, the Partnership assigned its interest in the JMB/125 venture
to an affiliate of its unaffiliated venture partner (notes 3(c)(iv) and 7).

In June 1995, the Partnership sold its interest in Eastridge Mall (note 7).
In January 1996, the lender realized upon its security interest in the 160
Spear Street Building. In March 1996, the lender realized upon its
security interest in the 21900 Burbank Boulevard Building. All of the
remaining properties owned at December 31, 1995 were completed and
operating.

The cost of the investment properties represents the total cost to the
Partnership or its ventures plus miscellaneous acquisition costs reduced
for provisions for value impairment where applicable. Depreciation on the
operating properties has been provided over the estimated useful lives of
5-30 years using the straight-line method.

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 impact of
adopting SFAS 121, provisions for value impairment will be required for
certain properties owned by the Partnership and its consolidated ventures,
or by the Partnership's unconsolidated ventures. Such provisions,
including the Partnership's share of such unconsolidated venture
provisions, are currently estimated to total approximately $55 million in
the first period of implementation of SFAS 121. In addition, upon the
disposition of an impaired property, the Partnership would generally
recognize more net gain for financial reporting purposes under SFAS 121
than it would have under the Partnership's current impairment policy,
without regard to the amount, if any, of cash proceeds received by the
Partnership in connection with the disposition. It is currently estimated
that the Partnership will recognize gain on disposition of investment
properties of approximately $37 million, before minority interest, due to
the lenders taking title to the 160 Spear Street and 21900 Burbank
buildings. 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.

The borrowings of the Partnership and its ventures consist of separate
non-recourse mortgage loans secured by the investment properties and
individually are not obligations of the entire investment portfolio.
However, for any particular investment property that is incurring deficits
or for which the existing financing has matured, the Partnership or its
ventures may seek a modification or refinancing of existing indebtedness
and, in the absence of a satisfactory debt modification or refinancing, may
decide, in light of the then existing and expected future market conditions
for such investment property, not to commit additional funds to such
investment property. This would likely result in the Partnership no longer
having an ownership interest in such property and would generally result in
net gain to the Partnership for financial reporting and Federal income tax
purposes with no corresponding distributable proceeds.

Certain mortgage loans secured by the Partnership's investment
properties are the subject of discussions with lenders for debt
modifications or restructuring, including the mortgage loans related to
Wells Fargo Center, 260 Franklin Street Building and RiverEdge Place (see
note 4).

Maintenance and repair expenses are charged to operations as incurred.

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

(b) RiverEdge Place Building

The RiverEdge Place Building (formerly the First American Bank
Building) was originally 100% leased to an affiliate of the major tenant,
First American Bank, under a long-term over-lease executed in connection
with the purchase of the property. As the bank and its affiliate were
experiencing significant financial difficulties, on June 23, 1992, the
Partnership accepted $9,325,000 for the buy-out of the Bank's over-lease
obligations. The Partnership took this course of action due to the First
American Bank's deteriorating financial condition and the Federal Deposit
Insurance Corporation's ability to assume control of the Bank and to
terminate the over-lease obligation. The $9,325,000 buy-out was
concurrently remitted to the lender to reduce the mortgage note secured by
the RiverEdge Place Building, and the Partnership continues to seek to
restructure the mortgage note in order to reduce operating deficits
resulting from the over-lease buy-out (see note 4(b)(iv)). The Partnership
is actively pursuing replacement tenants for the building's vacant space.

In March 1996, the lender realized upon its security and took title to
the property.

As discussed below, the 21900 Burbank Building sustained some damage
as a result of the earthquakes that occurred in Southern California on
January 17, 1994. On February 22, 1995, the City Council of the City of
Los Angeles passed an ordinance relating to the repair of welded steel
moment frame buildings in an area of the city that includes the 21900
Burbank Building. The Partnership was unable to make a complete
determination of the requirements to comply with the ordinance at the time
of the issuance of the Partnership's 1994 consolidated financial
statements. It was estimated at that time that the cost of compliance with
the ordinance could be approximately $1 million which was reflected as
property operating expenses in the 1994 consolidated financial statements.

The Partnership approached the lender during 1995 regarding a
modification of the loan (scheduled to mature December 1, 1996) due to the
anticipated repair and re-leasing costs expected to be incurred at the
property. The lender was not willing to provide such a modification and
notified the Partnership of its default under certain provisions of the
loan agreement. The Partnership decided not to commit additional amounts
to the property and ceased making debt service payments commencing with the
November 1995 payment. As a result, the lender realized upon its security
interest in the property in 1996. This resulted in the Partnership no
longer having an ownership interest in the property, and will result in a
net gain for financial reporting and a gain for Federal income tax purposes
with no corresponding distributable proceeds in 1996. The mortgage note
has been classified at December 31, 1995 as a current liability in the
accompanying consolidated financial statements.

(d) Springbrook Shopping Center

The Springbrook Shopping Center is currently 88% occupied. The
Partnership is actively pursuing replacement tenants for the vacant space.
The Partnership finalized in November 1995 the sale of an outparcel to a
major bank which resulted in sales proceeds of approximately $924,000 and a
net gain for financial reporting purposes of $509,777. In addition, a
lease for approximately 24,000 square feet of space (approximately 13% of
the total space) in the shopping center expires in May 1996. It currently
appears unlikely that the tenant will renew its lease.

(e) Erie-McClurg Parking Facility

On September 25, 1992, the Partnership sold the Erie-McClurg Parking
Facility to an unaffiliated third party for a price of $18,700,000 (before
selling costs and prorations).

(f) Woodland Hills Apartments

Effective February 1, 1991, the seller/manager agreed to guarantee a
level of cash flow from the property equal to the underlying debt service
in return for a subordinated level of cash flow (payable as an incentive
management fee) from operations and sale or refinancing of the property.
The underlying debt was refinanced November 2, 1994 (see note 4(c)).

(3) VENTURE AGREEMENTS

(a) Introduction

The Partnership (or Carlyle-XV Associates, L.P., in which the
Partnership holds a limited partnership interest) had entered into eight
joint venture agreements (JMB/Piper, JMB/Piper II, JMB/900, JMB/Owings,
JMB/125, 260 Franklin, Villages Northeast and JMB/NewPark) with Carlyle
Real Estate Limited Partnership-XIV ("Carlyle-XIV") or Carlyle Real Estate
Limited Partnership-XVI (or Carlyle-XVI Associates, L.P., in which Carlyle
Real Estate Limited Partnership-XVI holds a limited partnership interest)
("Carlyle-XVI")), partnerships sponsored by the Corporate General Partner,
and eight joint venture agreements with unaffiliated venture partners.
Pursuant to such agreements, the Partnership made initial capital
contributions of approximately $247,300,000 (before legal and other
acquisition costs and its share of operating deficits as discussed below).
The terms of these affiliated partnerships provide, in general, that the
benefits of ownership, including tax effects, net cash receipts and sale
and refinancing proceeds, are allocated between or distributed to, as the
case may be, the Partnership and the affiliated partner in proportion to
their respective capital contributions to the affiliated venture.

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. 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 contribute additional amounts to the venture.

(b) Consolidated Ventures

The terms of the 260 Franklin venture have been described, in general,
above (note 3(a)). The terms of the Eastridge, Park, 160 Spear, Villa
Solana, Cal Plaza and VNE Partners ventures can be described in general, as
follows:

In most instances, these properties were acquired (as completed) for a
fixed purchase price; however, certain properties were developed by the
ventures and in those instances, the contributions of the Partnership are
generally fixed. The joint venture partner was required to contribute any
excess of cost over the aggregate amount available from Partnership
contributions and financing. To the extent such funds exceed the aggregate
costs, the venture partner was entitled to retain such excesses. The
venture properties have been financed under various long-term debt
arrangements as described in note 4.

The Partnership generally has a cumulative preferred interest in net
cash receipts (as defined) from the properties. Such preferential interest
relates to a negotiated rate of return on contributions made by the
Partnership. After the Partnership receives its preferential return, the
venture partner is generally entitled to a non-cumulative return on its
interest in the venture; additional net cash receipts are generally shared
in a ratio relating to the various ownership interests of the Partnership
and its venture partners. During 1995, 1994 and 1993, two, five and three,
respectively, of the ventures' properties produced net cash receipts. The
Partnership also has preferred positions (related to the Partnership's cash
investment in the ventures) with respect to distribution of net sale or
refinancing proceeds from the ventures.

In general, operating profits and losses are shared in the same ratio
as net cash receipts; however, if there are no net cash receipts, sub-
stantially all profits or losses are allocated to the Partnership. In
addition, generally amounts equal to certain expenses paid from capital
contributions by the Partnership or venture partners are allocated to the
contributing partner or partners.

(i) Boatmen's

During 1989 the joint venture defaulted on the mortgage loan secured
by the property, and the lender obtained title to the property. As a
result, the Partnership has no further ownership interest in the property.

During 1990, the Partnership accepted non-interest bearing promissory
notes totalling $2,325,000 as settlement for certain claims against the
joint venture partner. As of December 31, 1995, the Partnership has
received cash payments totalling $1,910,937 and scheduled payments are
delinquent in the amount of $414,063. To preserve its legal rights, the
Partnership issued notices of default in 1993 as no amounts have been
collected since such date. The Partnership has recognized revenue on the
settlement to the extent of the cash collected. There is no assurance that
the remaining delinquent amounts will be collected.

(ii) Park

In November 1991, Park modified the mortgage note secured by Park at
Countryside Apartments effective January 1, 1990 (note 4(b)). In October
1993, the joint venture ceased making the required debt service payments,
and after discussions with the lender, the venture was unable to secure an
additional modification to the loan. On May 5, 1994, the lender realized
upon its mortgage security and took title to the property. The Partnership
recognized a gain on disposition in 1994 of $1,418,043 (net of the venture
partner's share of $729,820) for financial reporting purposes. In
addition, the Partnership recognized a gain in 1994 of $801,665 (net of
venture partner's share of $54,737) for Federal income tax purposes, with
no corresponding distributable proceeds.

(iii) Cal Plaza

In December 1993, the venture reached an agreement with the lender to
modify the mortgage note, effective February 1993. The accrual rate of the
note remains at 10.375%, but the interest only monthly payments are based
on an interest rate of 8% per annum. The maturity date of the note has
been extended from January 1, 1997 to January 1, 2000, and all property
cash flows are required to be escrowed as more fully described in note
4(b)(vi).

In June 1995, the venture entered into a seven year direct lease with
Maxis Inc. for approximately 38,500 square feet of space on the sixth floor
of the building previously occupied by a major tenant (Liquid Air). Liquid
Air paid the venture $3,740,000 (of which $2,745,058 relates to future lost
rents and of which the unamortized amount of $2,499,232 is included in
deferred income and other current liabilities in the accompanying
consolidated financial statements as of December 31, 1995) as a lease
amendment fee in June 1995 and guaranteed the obligations under the Maxis
lease up to $1,500,000 through its original expiration date of January
2001. Liquid Air will remain obligated for lease payments on approximately
55,000 square feet on the third and seventh floors under its original lease
terms. They are currently attempting to sub-lease a portion of this space.

The $3,740,000 amendment fee was applied as follows (i) $2,112,200 was
remitted to the lender to reduce the principal balance on the mortgage
loan, (ii) $999,100 was placed into escrow and was used to pay for leasing
costs associated with the Maxis lease, and (iii) $628,700 was placed into
the existing reserve account.

In 1995, the venture received approximately $1,410,000 in full
settlement proceeds from a lawsuit filed against Dillingham, the general
contractor of the property, and several of the subcontractors ($150,000 was
received in 1994). The funds will generally be used for necessary building
repairs.

(iv) 160 Spear Street Building

Title to the property was transferred to the lender in January 1996.
Tenant leases comprising approximately 69% of the building expired in 1995.

Lease renewals and new leases are likely to be at rental rates less than
the rates on existing leases due to rental concessions and other factors.
In addition, new leases were expected to require expenditures for lease
commissions and tenant improvements prior to occupancy. As a result, the
Partnership decided not to commit any additional funds for anticipated re-
leasing costs since the recovery of such amounts would be remote. The
venture approached the lender regarding an additional modification to the
loan. However, the lender indicated that it was not willing to provide an
additional modification. The venture ceased making its monthly debt
service payments effective June 1, 1995 and in August 1995, reached an
agreement whereby all cash flow from the property was deposited in a
lockbox controlled by the lender until title was transferred to the lender
on January 25, 1996. As a result, the Partnership no longer has an
ownership interest in the property, which will result in the Partnership
recognizing a net gain for financial reporting and a gain for Federal
income tax purposes with no corresponding distributable proceeds in 1996.
The mortgage note has been classified at December 31, 1995 as a current
liability in the accompanying consolidated financial statements.

(i) JMB/Piper

In 1984, the Partnership acquired, through JMB/Piper, with Carlyle-
XIV, an interest in a 42-story office building known as the Piper Jaffray
Tower in Minneapolis, Minnesota with the developer and certain limited
partners. In April 1986, JMB/Piper II, a joint venture partnership between
the Partnership and Carlyle-XIV, acquired the developer's interest in the
OB Joint Venture. As of December 31, 1995, JMB/Piper holds its interest in
the property through three existing joint ventures (OB Joint Venture, OB
Joint Venture II and 222 South Ninth Street Limited Partnership, together
"Piper").

The terms of the JMB/Piper and JMB/Piper II venture agreements
generally provide that JMB/Piper's and JMB Piper II's respective shares of
Piper's annual cash flow, sale or refinancing proceeds and profits and
losses will be distributed or allocated to the Partnership in proportion to
its 50% share of capital contributions.

JMB/Piper invested approximately $19,915,000 for its 71% interest in
Piper. JMB/Piper is obligated to loan amounts to Piper to fund operating
deficits (as defined). The loans bear interest at a rate of not more than
14.36% per annum, provide for payments of interest only from net cash flow,
if any, and are repayable from net sale or refinancing proceeds. Such
loans and accrued interest were approximately $84,489,000 and $72,272,000
at December 31, 1995 and 1994, respectively.

Under the terms of a modification agreement with the lender, in
addition to fixed interest on the mortgage notes secured by the Piper
Jaffray Tower, contingent interest is payable in annual installments on
April 1 computed at 50% of gross receipts, as defined, for each fiscal year
in excess of $15,200,000. No such contingent interest was due for 1993,
1994 or 1995. In addition, to the extent the investment property generates
cash flow after payment of the fixed interest on the mortgage, contingent
interest, if any, leasing and capital costs, and 25% of the ground rent,
such amount will be paid to the lender as a reduction of the principal
balance of the mortgage loan. The excess cash flow payments remitted to
the lender for 1993 and 1994 totalled $1,390,910 and $353,251,
respectively. During 1995, excess cash flow generated under this agreement
was $464,178 which is expected to be remitted to the lender during the
second quarter of 1996. On a monthly basis, the venture deposits the
property management fee into an escrow account to be used (including
interest earned thereon) for future leasing costs to the extent cash flow
is not sufficient to cover such items. To date, no escrow funds have been
required to be used for leasing costs. The manager of the property (which
was an affiliate of the Corporate General Partner through November 1994
(see note 6)) has agreed to defer receipt of its management fee until a
later date. As of December 31, 1995, the manager has deferred
approximately $2,538,000 ($1,839,000 of which represents deferred fees due
to affiliates through November 1994 (note 9)) of management fees. If upon
sale or refinancing as discussed below, there are funds remaining in this
escrow after payment of amounts owed to the lender, such funds will be paid
to the manager to the extent of its deferred and unpaid management fees.
Any remaining unpaid management fees would be payable out of the venture's
share of sale or refinancing proceeds. Additionally, pursuant to the terms
of the loan modification, effective January 1992, OB Joint Venture, as
majority owner of the underlying land, began deferring receipt of its share
of land rent. These deferrals will be payable from potential net sale or
refinancing proceeds, if any.

Furthermore, pursuant to the loan modification, the venture can prepay
the mortgage note beginning February 1, 1996, subject to a prepayment fee.
The prepayment fee is calculated pursuant to a formula to provide the
lender a minimum return of 13.59% per annum (if the loan is held to
maturity) plus a participation in excess sale and refinancing proceeds, if
any. For financial reporting purposes, interest expense has been accrued
at a rate of 13.59% per annum. In order for the venture to share in future
net sale or refinancing proceeds, there must be a significant improvement
in current market and property operating conditions resulting in a
significant increase in value of the property.

The Piper venture agreements provide that any net cash flow, as
defined, will be used to pay principal and interest on the operating
deficit loans (as described above) with any excess generally distributable
71% to JMB/Piper and 29% to the venture partners, subject to certain
adjustments (as defined). In general, operating profits or losses are
allocated in relation to the economic interests of the joint venture
partners. Accordingly, operating profits (excluding depreciation and
amortization) were allocated 71% to the JMB/Piper and 29% to the venture
partners during 1995, 1994 and 1993, and 100% to the JMB/Piper during 1992.

The Piper venture agreements further provide that, in general, upon
any sale or refinancing of the property, the principal and any accrued
interest outstanding on any operating deficit loans will be repaid. Any
remaining proceeds will be distributable 71% to JMB/Piper and 29% to the
joint venture partners, subject to certain adjustments, as defined.

During the fourth quarter 1991, Larkin, Hoffman, Daly & Lindgren, Ltd.
(23,344 square feet) approached the joint venture indicating it was
experiencing financial difficulties and desired to give back a portion or
all of its leased space. Larkin's lease was scheduled to expire in January
2005 and provided for annual rental payments which were significantly
higher than current market rental rates. Larkin was also a limited partner
with partial interests in the building and the land under the building. On
January 15, 1992, the joint venture agreed to terminate Larkin's lease in
return for its partial interest in the land under the building and a
$1,011,798 note payable to the joint venture. The note payable provides
for monthly payments of principal and interest at 8% per annum with full
repayment over ten years. Larkin may prepay all or a portion of the note
payable at any time. As of the date of this report, all amounts due under
the note payable have been received.

During the second quarter of 1994, a major tenant and joint venture
partner, Piper Jaffray, Inc. (275,758 square feet), agreed to expand its
leased space by 3,362 square feet in July 1995 and 19,851 square feet in
December 1995 into space previously leased to tenants whose leases expired
just prior to the effective dates for Piper Jaffray, Inc.'s expansions.
The expansion space lease expiration date is coterminous with Piper
Jaffray, Inc.'s existing lease expiration date of March 2000 and the net
effective rental rate approximates market.

(ii) JMB/900

In 1984, the Partnership acquired, through JMB/900, an interest in an
existing joint venture ("Progress Partners") which owns a 36-story office
building known as the 900 Third Avenue Building in New York, New York. The
partners of Progress Partners were the developer of the property and an
original affiliate of the developer (the "Venture Partners") and JMB/900.
In 1986, one of the unaffiliated partners transferred a portion of its
interest to another partnership in which it and a major tenant of the
building (Central National Bank) were partners. In 1987, the bank failed
and the Federal Deposit Insurance Corporation ("FDIC") assumed its position
as a partner in this unaffiliated partnership.

The terms of the JMB/900 venture agreement generally provide that
JMB/900's share of Progress Partners' cash flow, sale or refinancing
proceeds and profits and losses will be distributed or allocated to the
Partnership in proportion to its 66-2/3% share of capital contributions.

JMB/900 has made capital contributions to Progress Partners and
certain payments to an affiliate of the developer, in the aggregate amount
of $18,270,000, subject to the obligation to make additional capital
contributions as described below.

JMB/900 has also made a loan to the developer in the amount of
$20,000,000 which is secured by the Venture Partners' interest in Progress
Partners. The loan bears interest at the rate of 16.4% per annum and is
payable in monthly installments of interest only until maturity on the
earlier of the sale or refinancing of the property or August 2004. For
financial reporting purposes, the loan is classified as an additional
investment in Progress Partners and any related interest received would be
accounted for as distributions (none in 1993, 1994 and 1995). To the
extent that JMB/900 has not received annual distributions equal to the
interest payable on such loan, the deficiency becomes a cumulative
preferred return payable out of future net cash flow or net sale or
refinancing proceeds.

The Progress Partners venture agreement provides that the venture is
required to pay the venture partners a stated return of $3,285,000 per
annum payable quarterly. Generally, JMB/900 is required to contribute
funds to the venture, to the extent net cash flow is not sufficient, to
enable the venture to make this payment. As a result of the lawsuit
discussed below, such amounts have not been contributed by JMB/900 to pay
the venture partner, and consequently, interest has not been received by
JMB/900 on the $20,000,000 loan discussed above. Under the terms of the
Progress Partners' venture agreement, the venture partners are generally
entitled to receive a non-cumulative preferred return of net cash flow (net
after the $3,285,000 per annum stated return payable to the venture
partners discussed above) of approximately $3,414,000 per annum, with any
remaining net cash flow distributable 49% to JMB/900 and 51% to the venture
partners.

The Progress Partners venture agreement further provides that net sale
or refinancing proceeds are distributable to JMB/900 and the venture
partners, on a pro rata basis, in an amount equal to the sum of any
deficiencies in the receipt of their respective cumulative preferred
returns of net cash flow plus certain contributions to the venture made by
JMB/900 to pay for the venture partner stated return. Next, proceeds will
be distributable to the venture partners in an amount equal to $20,000,000.

JMB/900 is entitled to receive the next $21,000,000 and the venture
partners will receive the next $42,700,000. Any remaining net proceeds are
to be distributed 49% to JMB/900 and 51% to the venture partners. As
discussed above, the $20,000,000 loan to the venture partners matures upon
sale or refinancing (under certain conditions) of the property.
Consequently, the $20,000,000 distribution level to the venture partners
would be used to pay off the $20,000,000 loan from JMB/900. Furthermore,
to the extent that JMB/900 has not received annual distributions equal to
the interest payable on the $20,000,000 loan discussed above, JMB/900's
preferred return deficiency is increased by the amounts not received.

Operating profits, in general, are allocated 49% to JMB/900 and 51% to
the venture partners. Operating losses, in general, are allocated 90% to
JMB/900 and 10% to the venture partners.

As a result of certain defaults by one of the unaffiliated joint
venture partners, an affiliate of the General Partners assumed management
responsibility for the property as of August 1987 for a fee computed as a
percentage of certain revenues. In December 1994, the affiliated property
manager entered into a sub-management contract with an unaffiliated third
party. Pursuant to the sub-management agreement, the unaffiliated property
manager is managing the property.

Through December 31, 1991, it was necessary for JMB/900 to contribute
approximately $4,364,000 ($2,909,000 of which was contributed by the
Partnership) to pay past due property real estate taxes and to pay certain
costs, including litigation settlement costs, which were the responsibility
of one of the unaffiliated joint venture partners under the terms of the
joint venture agreement to the extent such funds were not available from
the investment property.

In July 1989, JMB/900 filed a lawsuit in federal court against the
former manager and one of the unaffiliated venture partners to recover the
amounts contributed and to recover for certain other joint venture
obligations on which the unaffiliated partner has defaulted. This lawsuit
was dismissed on jurisdictional grounds. Subsequently, however, the
Federal Deposit Insurance Corporation ("FDIC") filed a complaint, since
amended, in a lawsuit against the joint venture partner, the Partnership,
Carlyle-XIV ("C-XIV") and JMB/900 which has enabled the Partnership and C-
XIV to refile its previously asserted claims against the joint venture
partner as part of that lawsuit in Federal Court. There is no assurance
that JMB/900 will recover the amounts of its claims as a result of the
litigation. Due to the uncertainty, no amounts in addition to the amounts

advanced to date, noted above, have been recorded in the financial
statements. Settlement discussions with one of the venture partners and
the FDIC continue. In addition, it appears that the unaffiliated venture
partners may not have the financial capabilities to repay amounts advanced
on their behalf. Consequently, a final settlement may involve redirecting
to JMB/900 amounts otherwise payable to the unaffiliated venture partners
in accordance with the venture agreement. Under certain circumstances,
JMB/900 may consider purchasing one or all of the unaffiliated venture
partners, position in Progress Partners in order to resolve this and
potential future disputes. There are no assurances that a settlement will
be finalized or that the Partnership and affiliated partner will be able to
recover any amounts from the unaffiliated venture partner.

In 1994, JMB/900, on behalf of Progress Partners, successfully
completed an extension to December 1, 2001 of its mortgage loan, which
matured on December 1, 1994. Pursuant to the loan extension, net cash flow
(as defined) after debt service and capital and after repayment of
approximately $3,229,000 to the JMB/900 representing costs associated with
and deposits made by the joint venture in connection with the loan
extension will be paid into an escrow account controlled by the lender to
be used, including interest earned thereon, by the joint venture for
releasing costs associated with leases which expire in 1999 and 2000
(approximately 240,000 square feet of space). The remaining proceeds in
this escrow plus interest earned thereon, if any, will be released to the
joint venture once 90% of such leased space has been renewed or released.
To date, no escrow funds have been deposited into the account for leasing
costs. As of the date of this report, approximately $1,529,000 of the
amounts advanced by the joint venture have been repaid to the joint venture
(of which the Partnership's share is approximately $500,000).

(iii) South Tower

In June 1985, the Partnership acquired an interest in a joint venture
partnership ("South Tower") which owns a 44-story office building in Los
Angeles, California. The joint venture partners of the Partnership include
Carlyle Real Estate Limited Partnership-XIV ("Affiliated Partner"), one of
the sellers of the interests in South Tower, and another unaffiliated
venture partner.

The Partnership and the Affiliated Partner purchased their interests
for $61,592,000. In addition, the Partnership and the Affiliated Partner
made capital contributions to South Tower totaling $48,400,000 for general
working capital requirements and certain other obligations of South Tower.
The Partnership's share of the purchase price, capital contributions (net
of additional financing) and interest thereon totaled $53,179,000.

The terms of the South Tower agreement generally provide that the
Partnership and Affiliated Partner's aggregate share of the South Tower's
annual cash flow, net sale or refinancing proceeds, and profits and losses
are to be distributed or allocated to the Partnership and the Affiliated
Partner in proportion to their aggregate capital contributions.

Annual cash flow will be distributed 80% to the Partnership and
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner have received, in the aggregate, a cumulative preferred
return of $8,050,000 per annum. The remaining cash flow is to be
distributable 49.99% to the Partnership and the Affiliated Partner, and the
balance to the other joint venture partners. Additional contributions to
South Tower were contributed 49.99% by the Partnership and the Affiliated
Partner until all partners had contributed $10,000,000 in aggregate.

Operating profits and losses, in general, are to be allocated 49.99%
to the Partnership and the Affiliated Partner and the balance to the other
joint venture partners. Substantially all depreciation and certain
expenses paid from the Partnership's and Affiliated Partner's capital
contributions are to be allocated to the Partnership and Affiliated
Partner. In addition, operating profits, up to the amount of any annual
cash flow distribution, are allocated to all partners in proportion to such
distributions of annual cash flow.

In general, upon sale or refinancing of the property, net sale or
refinancing proceeds will be distributed 80% to the Partnership and the
Affiliated Partner and 20% to another partner until the Partnership and the
Affiliated Partner have received the amount of any deficiency in their
preferred cash flow distributions described above plus an amount equal to
their "Disposition Preference" (which, in general, begins at $120,000,000
and increases annually by $8,000,000 to a maximum of $200,000,000). Any
remaining net sale or refinancing proceeds will be distributed 49.99% to
the Partnership and the Affiliated Partner and the remainder to the other
partners.

The office building is being managed by an affiliate of one of the
venture partners under a long-term agreement pursuant to which the
affiliate is entitled to receive a monthly management fee of 2-1/2% of
gross project income, a tenant improvement fee of 10% of the cost of tenant
improvements, and commissions on new leases.

In March 1995, the venture entered into a seven year direct lease with
the Los Angeles Unified School District ("LAUSD") for approximately one-
half of a major tenant's (IBM's) space. Under the terms of an agreement
reached with IBM, the joint venture will be reimbursed by IBM for all
shortfalls between amounts due under the LAUSD and the IBM leases. In
early 1995, two major law firm tenants occupying approximately 5% of the
building's space notified the joint venture of their intentions to disband
each of these respective firms. The joint venture negotiated a lease
termination agreement with one of the law firms for $1,600,000, all of
which has been received as of December 31, 1995. The other law firm, which
has vacated its space and is no longer paying rent, has filed for
bankruptcy. The collectability of amounts owed by such tenant under its
lease obligation is uncertain.

The mortgage note secured by the property, as well as the promissory
note secured by the Partnership's interest in the joint venture matured
December 1, 1994. The Partnership and the joint venture have been in
discussions with the respective lenders regarding an extension of the
mortgage note and the promissory note. The joint venture had reached an
agreement with the lender of the mortgage note whereby the lender refrained
from exercising its rights and remedies under the loan documents through
March 1996 while the venture continued to negotiate an extension or
refinancing of the note with the lender. The lender is currently
considering an extension of such agreement. The venture continued to make
interest payments to the lender under the original terms of the mortgage
note and is required to escrow all available cash flow. Additionally, the
Partnership has ceased making debt service payments on the promissory note
and is negotiating an extension or refinancing with such lender. Such
extension or refinancing is likely to be dependent on the results of
negotiations with the lender of the mortgage note. There is no assurance
that the joint venture or the Partnership will be able to extend or
refinance these notes.

In the absence of an extension or refinancing of the notes, and due to
the uncertainty as to whether IBM will renew any of its remaining space,
the Partnership may decide not to commit any significant additional amounts
to the property. This would likely result in the Partnership no longer
having an ownership interest in the property, which would result in a gain
for financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds.

(iv) JMB/125

In December 1985, the Partnership, through the JMB/125 joint venture
partnership, acquired an interest in an existing joint venture partnership
("125 Broad") which owned a 40-story office building, together with a
leasehold interest in the underlying land, located at 125 Broad Street in
New York, New York. In addition to JMB/125, the other partners (the "O&Y
partners") of 125 Broad include O&Y 25 Realty Company L.P., Olympia & York
Broad Street Holding Company L.P. (USA) and certain other affiliates of
Olympia & York Development, Ltd. ("O&Y").

In November 1994, the Partnership through its indirect ownership of
JMB/125 assigned its interest in the 125 Broad Street Building (note 7(f)).

JMB/125 was a joint venture between Carlyle-XV Associates, L.P. (in
which the Partnership holds a 99% limited partnership interest), Carlyle-
XVI Associates, L.P. and Carlyle Advisors, Inc. The Partnership held
indirectly through Carlyle-XV Associates, L.P., an approximate 60% limited
partnership interest in JMB/125. The general partner in each of JMB/125
and Carlyle-XV Associates, L.P. is an affiliate of the Partnership. For
financial reporting purposes, profits and losses of JMB/125 are generally
allocated 60% to the Partnership.

JMB/125 acquired an approximately 48.25% interest in 125 Broad for a
purchase price of $16,000,000, subject to a first mortgage loan. The first
mortgage loan (in the principal amount of $277,410,516) bore interest at a
rate of 10-1/8% per annum payable in semi-annual interest only payments and
was to mature on December 27, 1995. JMB/125 also contributed $14,055,500
to 125 Broad to be used for working capital purposes and to pay an
affiliate of O&Y for its assumption of JMB/125's share of the obligations
incurred by 125 Broad under the "takeover space" agreement described below.

In addition, JMB/125 contributed $24,222,042, plus interest thereon of
approximately $1,089,992 on June 30, 1986 for working capital purposes.
Thus, JMB/125's original cash investment (exclusive of acquisition costs)
was $55,367,534, of which the Partnership's share was approximately
$33,220,000. The land underlying the office building is subject to a
ground lease which had a term through June 2067 and provides for annual
rental payments of $1,075,000.

The partnership agreement of 125 Broad, as amended, provided that the
O&Y partners were obligated to make advances to pay operating deficits
incurred by 125 Broad from the earlier of 1991 or the achievement of a 95%
occupancy rate of the office building through 1995. In addition, from
closing through 1995, the O&Y partners were required to make capital
contributions to 125 Broad for the cost of tenant improvements and leasing
expenses up to certain specified amounts and to make advances to 125 Broad
to the extent such costs exceeded such specified amounts and such costs
were not paid for by the working capital provided by JMB/125 or the cash
flow of 125 Broad. The amount of all costs for such tenant improvements
and leasing expenses over the specified amounts and the advances for
operating deficits from the earlier of the achievement of a 95% occupancy
rate of the office building or 1991 were treated by 125 Broad as non-
recourse loans bearing interest, payable monthly, at the floating prime
rate of an institutional lender. Due to a major tenant vacating in 1991
and the O&Y affiliates' default under the "takeover space" agreement, the
property operated at a deficit in 1994 and was expected to operate at a
deficit for the next several years. Such deficits were required to be
funded by additional loans from the O&Y partners, although as discussed
below the O&Y partners were in default of such funding obligation since
June 1992. The outstanding principal balance and any accrued and unpaid
interest of such loans were to be payable from 125 Broad's annual cash flow
or net sale or refinancing proceeds, as described below. Any unpaid
principal of such loans and any accrued and unpaid interest thereon were to
be due and payable on December 31, 2000. JMB/125 and the O&Y partners were
obligated to make capital contributions, in proportion to their respective
interests in 125 Broad, in amounts sufficient to enable 125 Broad to pay
any excess expenditures not covered by the capital contributions or
advances of the O&Y partners described above.

On November 15, 1994, effective as of October 31, 1994, JMB/125 and
certain affiliates of O&Y reached an agreement to settle their disputes
regarding 125 Broad and its property. Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released the O&Y partners from any claims related to 125 Broad. In return,
JMB/125 received an unsecured promissory note in the principal amount of $5
million bearing simple interest at 4.5% per annum with all principal and
accrued interest due at maturity in October 1999, subject to mandatory
prepayments of principal and interest or acceleration of the maturity date

under certain circumstances. As of December 31, 1994, the note has been
fully reserved for by JMB/125. In addition, JMB/125 received a release
from any claims of certain O&Y affiliates and will generally be indemnified
against any liability as a general partner of 125 Broad. JMB/125 was also
relieved of any obligation to contribute cash to 125 Broad in the amount of
its deficit capital account balance. Affiliates of O&Y subsequently filed
a prearranged bankruptcy plan for reorganization of 125 Broad under Chapter
11 of the Bankruptcy Code in order to facilitate 125 Broad's transfer of
the office building to the mortgage lender in satisfaction of the mortgage
debt and other claims. In January 1995, the plan for reorganization was
approved by the bankruptcy court, was consummated, and the bankruptcy case
was concluded. As a result of the assignment of its interest, JMB/125 no
longer has an ownership interest in the office building and recognized in
1994 gains of $53,412,105 and $49,616,240 for financial reporting and
Federal income tax purposes, respectively. The Partnership's share of such
gains was $31,743,006 and $26,678,693 for financial reporting and Federal
income tax purposes, respectively. In October 1995, the makers of the $5
million promissory note payable to JMB/125 filed for protection from
creditors under Chapter 11 of the Bankruptcy Code. JMB/125 expects to file
a claim in the bankruptcy action as an unsecured creditor. There is no
assurance that JMB/125 will recover any amounts payable under the
promissory note.

In October 1993, 125 Broad entered into an agreement with Salomon
Brothers, Inc. to terminate its lease covering approximately 231,000 square
feet (17% of the building) at the property on December 31, 1993 rather than
its scheduled termination in January 1997. In consideration for the early
termination of the lease, Salomon Brothers, Inc. paid 125 Broad
approximately $26,500,000, plus interest thereon of approximately $200,000,
which 125 Broad in turn paid its lender to reduce amounts outstanding under
the mortgage loan. In addition, Salomon Brothers, Inc. paid JMB/125
$1,000,000 in consideration of JMB/125's consent to the lease termination.

Due to the O&Y partners' failure to advance necessary funds to 125
Broad as required under the joint venture agreement, 125 Broad defaulted on
its mortgage loan in June 1992 by failing to pay approximately $4,722,000
of the semi-annual interest payment due on the loan. As a result of this
default, the loan agreement provided for a default interest rate of 13-1/8%
per annum on the unpaid principal amount. In addition, during 1992
affiliates of O&Y defaulted on a "takeover space" agreement with Johnson &
Higgins, Inc. ("J&H"), one of the major tenants at the 125 Broad Street
Building, whereby such affiliates of O&Y agreed to assume certain lease
obligations of J&H at another office building in consideration of J&H's
leasing space in the 125 Broad Street Building. As a result of this
default, J&H offset rent payable to 125 Broad for its lease at the 125
Broad Street Building in the amount of approximately $43,500,000 through
the date of JMB/125's assignment of its interest in 125 Broad, and it was
expected that J&H would continue to offset amounts due under its lease
corresponding to amounts by which the affiliates of O&Y were in default
under the "takeover space" agreement. As a result of the O&Y affiliates'
default under the "takeover space" agreement and the continuing defaults of
the O&Y partners to advance funds to cover operating deficits, as of the
date of the assignment, the arrearage under the mortgage loan had increased
to approximately $69,447,000. As discussed above, approximately
$26,700,000 was remitted to the lender in October 1993 in connection with
the early termination of the Salomon Brothers lease, and was applied
towards mortgage principal for financial reporting purposes. Due to their
obligations relating to the "takeover space" agreement, the affiliates of
O&Y were obligated for the payment of the rent receivable associated with
the J&H lease at the 125 Broad Street Building. Based on the continuing
defaults of the O&Y partners, 125 Broad reserved for the entire rent offset
by J&H, $14,900,000 and $19,300,000 in 1994 and 1993, respectively. The
Partnership's share of such losses was approximately $4,300,000 and
$5,587,000 for the years ended December 31, 1994 and 1993, respectively,
and was included in the Partnership's share of loss from operations of
unconsolidated venture.

(v) JMB/NewPark

The NewPark Associates partnership agreement provides that JMB/NewPark
and the joint venture partner are each entitled to receive 50% of profits
and losses, net cash flow and net sale or refinancing proceeds of NewPark
Associates and are each obligated to advance 50% of any additional funds
required under the terms of the NewPark Associates partnership agreement.
In December 1995, the joint venture partner sold and assigned its interest
in NewPark Associates to a third party, who was admitted as the new venture
partner.

The portion of the shopping center owned by NewPark Associates was
managed by the former joint venture partner under a long-term agreement
pursuant to which it was obligated to manage the property and collect all
receipts from operations of the property. In December 1995, the former
joint venture partner assigned its interest in the management agreement to
the new venture partner. The manager is paid a management fee equal to 4%
of the fixed and percentage rent. An amendment to the management agreement
provides that the new manager will pay to an affiliate of the General
Partner of the Partnership an annual consulting fee in the amount of
$100,000 in consideration for assisting NewPark Associates and the new
venture partner in the evaluation of property budgets, and leasing and
long-term strategies for NewPark Mall. Such consulting fee is paid out of
the management fee noted above.

<TABLE>

(4) LONG-TERM DEBT

(a) Long-term debt consists of the following at December 31, 1995 and 1994:
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
13.875% mortgage note; secured by the RiverEdge Place Building;
monthly payments of $302,821 were due through December 1, 1995;
the outstanding balance of principal and accrued interest was
due January 1, 1996; in default since July 1992 (see note 4(b))$ 18,166,29418,166,294

12.0% promissory note; secured by the Partnership's interest
in the South Tower venture; payable interest only through
November 30, 1994; principal balance of $22,750,000
was payable December 1, 1994 and currently in default;
(see note 4(b)). . . . . . . . . . . . . . . . . . . . 22,750,000 22,750,000

11.155% mortgage note; secured by the Eastridge Mall;
principal and interest payments of $241,010 were due
monthly; retired in June 1995 at sale (see note 7(a)). -- 23,336,259

Variable rate mortgage note; secured by the Woodland Hills
Apartments; payable in monthly installments of interest only
of varying amounts related to a market index until October 1,
1997 when the principal balance of $8,175,000 is payable
(see note 4(c)). . . . . . . . . . . . . . . . . . . . 8,175,000 8,175,000

9.3% first mortgage note; secured by the 160 Spear Street
Building; monthly payments of interest only were required
through March 10, 1995; principal and interest payments of
$278,877 were due monthly from April 10, 1995 through
January 10, 1999; the unpaid balance of principal and
interest of approximately $32,772,760 was due on February 10,
1999; in default as of December 31, 1995; lender realized
upon its security interest in the property in January 1996
(see note 4(b)). . . . . . . . . . . . . . . . . . . . 33,750,000 33,750,000

12.55% second mortgage note; secured by the 160 Spear Street
Building; monthly payments of interest only were required
through March 10, 1995; principal and interest payments
of $58,216 were due monthly from April 10, 1995 through
January 10, 1999; the unpaid balance of principal and
interest of approximately $5,351,910 was scheduled to
be due on February 10, 1999; in default as of December 31,
1995; lender realized upon its security interest in
the property in January 1996 (see note 4(b)) . . . . . 5,434,894 5,434,894

1995 1994
------------ -----------
9.5% mortgage note; secured by the 21900 Burbank Boulevard Building;
required monthly principal and interest payments of $106,789
through November 1, 1996 with the balance of the unpaid principal
and interest of approximately $11,563,066 due on December 1, 1996;
in default as of December 31, 1995; lender realized upon its
security interest in the property in March 1996 (see note 2(c))11,668,75411,806,786

11.0% mortgage note; secured by the 260 Franklin Street Building;
monthly payments of interest only of $374,455 are due from
June 1991 through January 1, 1992, monthly payments of interest
only of $499,273 are due from February 1, 1992 through December 1,
1995, the unpaid balance of approximately $74,891,013 plus unpaid
accrued interest is due on January 1, 1996. Additional interest
payable upon maturity to provide an 11% return to lender and 60%
of the greater of net sales or refinancing proceeds or appraised
value, as defined (see note 4(b)). . . . . . . . . . . 87,623,625 85,376,896

10.375% mortgage note; secured by the California Plaza Building;
principal and interest payments of $525,136 were due monthly
from February 1, 1992 through December 1, 1996; the unpaid
balance of principal and interest of approximately $56,673,315
was due on January 1, 1997; modified in December 1993 to require
interest only payments of $384,505 (8.00%) due monthly effective
February 1993 through January 1, 2000; interest accrues at 10.375%
through January 1, 2000 when the unpaid principal and interest
is due (see note 4(b)) . . . . . . . . . . . . . . . . 59,206,496 60,329,126

7.64% mortgage note; secured by Dunwoody Crossing (Phase II),
principal and interest payments of $73,316 are due monthly
from November 1, 1992 through October 31, 1997; the unpaid
balance of principal and interest of approximately
$9,004,930 is due on November 1, 1997 (see note 4(b)). 9,345,916 9,505,018

8.65% mortgage note; secured by Dunwoody Crossing (Phases I and III),
principal and interest payments of $171,737 are due monthly
from February 15, 1995 to October 15, 1997; the unpaid balance
of principal and interest of approximately $20,878,209 is due
on November 15, 1997 (see note 4(b)) . . . . . . . . . 21,308,879 21,500,000

1995 1994
------------ -----------
9.53% mortgage note; secured by the Springbrook Shopping Center;
monthly payments of interest only are required through May 1,
1995; principal and interest payments of $92,735 are due monthly
from June 1, 1995 through April 1, 1997; the unpaid balance of
principal and interest of approximately $10,951,198 is due on
May 1, 1997. . . . . . . . . . . . . . . . . . . . . . 10,961,455 11,000,000
------------ ------------

Total debt. . . . . . . . . . . . . . . . . . . . . 288,391,313 311,130,273
Less current portion of long-term debt. . . . . . . 179,862,967 64,981,954
------------ ------------

Total long-term debt. . . . . . . . . . . . . . . . $108,528,346 246,148,319
============ ============

</TABLE>

Included in the above total long-term debt is $16,375,503 and
$13,139,304 for 1995 and 1994, respectively, which represents mortgage
interest accrued but not currently payable pursuant to the terms of the
notes.

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

1996. . . . . .$179,862,966
1997. . . . . . 49,321,850
1998. . . . . . --
1999. . . . . . --
2000. . . . . . 59,206,497
============

(b) Debt Modifications

(i) 260 Franklin

The long-term mortgage note secured by the 260 Franklin Street
Building, as modified in December 1991, matured January 1, 1996. The note
provided for monthly payments of interest only based upon the then
outstanding balance at a rate of 8% per annum. Upon maturity, 260 Franklin
was obligated to pay an amount sufficient to provide the lender with an 11%
per annum yield on the mortgage note from January 1, 1991. In addition,
upon maturity, 260 Franklin was obligated to pay to the lender a residual
interest amount equal to 60% of the highest amount, if any, of (i) net
sales proceeds, (ii) net refinancing proceeds, or (iii) net appraisal
value, as defined. 260 Franklin has been required to (i) escrow excess
cash flow from operation, (computed without a deduction for property
management fees and leasing commissions to an affiliate), beginning in
1991, to cover future cash flow deficits, (ii) make an initial contribution
to the escrow account of $250,000, of which the Partnership's share was
$175,000, and (iii) make annual escrow contributions, through January 1995,
of $150,000, of which the Partnership's share is $105,000. The escrow
account ($4,991,910 as of December 31, 1995 including accrued interest) was
to be used to cover the costs of capital and tenant improvement and lease
inducements (approximately $3,083,000 used as of December 31, 1995) as
defined, with the balance, if any, of such escrowed funds available at the
scheduled or accelerated maturity to be used for the payment of principal
and interest due to the lender as described above.

(ii) 160 Spear Street Building

On January 26, 1996, the lender concluded proceedings to realize upon
its security and took title to the property as described below. During
1992, the venture reached an agreement with the mortgage lender to modify
and extend the mortgage notes secured by the 160 Spear Street investment
property, which was scheduled to mature on December 10, 1992. The maturity
of the notes were extended to February 10, 1999. Additionally, the venture
is required to escrow net cash flow (as defined) thirty days following each
quarter end which can be withdrawn for expenditures approved by the lender,
by the lender upon default of the notes or by the venture on February 10,
1997 when the escrow agreement terminates. As of December 31, 1995,
$210,136 has been placed in the escrow account, and $170,985 has been
withdrawn for expenditures approved by the lender.

The venture approached the lender for an additional loan modification
due to anticipated re-leasing costs expected to be incurred at the
property. However, the lender indicated that it was not willing to provide
an additional modification. The venture ceased making its monthly debt
service payments effective June 1, 1995 and in July 1995, reached an
agreement whereby all cash flow from the property was deposited in a
lockbox controlled by the lender until title was transferred to the lender
on January 25, 1996. As a result, the Partnership no longer has an
ownership interest in the property, which will result in the Partnership

recognizing a net gain for financial reporting and a gain for Federal
income tax purposes with no corresponding distributable proceeds in 1996.
The mortgage notes with a balance totaling $39,184,844 have been classified
at December 31, 1995 as a current liability in the accompanying
consolidated financial statements.

(iii) RiverEdge Place Building

The Partnership ceased making its monthly debt service payments
effective July 1, 1992. The Partnership continues to seek to restructure
the mortgage note (with a balance of $18,166,294 at December 31, 1995) in
order to reduce operating deficits resulting from the over-lease buy-out.
The property has generated positive cash flow of approximately $3,980,000
and $2,836,000 as of December 31, 1995 and 1994, respectively, since the
Partnership ceased making monthly debt service payments. Such cash flow
will likely be remitted to the lender and therefore these amounts are
included in other restricted securities in the consolidated financial
statements. If the Partnership's attempt for the mortgage note
restructuring is not successful, the Partnership would likely decide, based
upon current market conditions and other considerations relating to the
property and the Partnership's portfolio, not to commit significant
additional amounts to the property. This would result in the Partnership
no longer having an ownership interest in the property and would result in
the recognition of a net gain for financial statement and Federal income
tax purposes without any corresponding distributable proceeds. As of
December 31, 1995, the amount of such principal and interest payments in
arrears is approximately $13,355,000. The loan has been classified at
December 31, 1995 and 1994 as a current liability in the accompanying
consolidated financial statements.

(iv) Villages Northeast

The first mortgage loan secured by the Dunwoody Crossing Phase I and
III Apartments was scheduled to mature in October 1994. The joint venture
owning the property negotiated an extension of the mortgage loan until
November 15, 1997.

In January 1996, the venture obtained a non-binding letter of intent
to sell the Dunwoody Crossing apartment complex to an unaffiliated
prospective buyer. The agreement is subject to certain conditions
including the waiver by the Partnership's unaffiliated venture partner to
exercise its right of first opportunity to acquire the Partnership's
interest in the Dunwoody Crossing apartment complex. In March 1996, the
unaffiliated venture partner notified the Partnership of its intent to
acquire the property in accordance with the Partnership agreement and the
letter of intent of the unaffiliated prospective buyer. Although there can
be no assurance the sale will be consummated, such sale is required to
occur within 60 days of the receipt of the unaffiliated venture Partner's
notification. If the sale is consummated on the proposed terms, the
Partnership would recognize in 1996 a gain for financial reporting and
Federal income tax purposes.

(v) California Plaza

Effective March 1, 1993, the joint venture ceased making the scheduled
debt service payments on the mortgage loan secured by the property which
was scheduled to mature on January 1, 1997. Subsequently, the Partnership
made partial debt service payments based on net cash flow of the property
through December 1993 when an agreement was reached with the lender to
modify the loan by reducing the pay rate. The loan modification reduced
the monthly payments to $384,505, effective with the March 1, 1993 payment.

The maturity date was extended, as a result of this modification, to
January 1, 2000 when the unpaid balance of principal and interest is due
(including the difference between the accrual interest and pay rate
interest). Additionally, the joint venture entered into a cash management
agreement which requires monthly net cash flow to be escrowed (as defined).

The excess (of approximately $6,424,000) of the monthly cash flow paid from

March 1993 to December 1995 above the 8% interest pay rate has been put
into escrow for the future payment of insurance premiums, real estate
taxes, and to fund a reserve account to be used to cover future costs,
including tenant improvements, lease commissions, and capital improvements,
approved by the lender. A portion of such funds are reserved for the
payment of deferred interest and principal on the mortgage loan. Payments
are made from the reserve amounts (none paid at December 31, 1995) if the
reserve balance exceeds $2,120,000 at any time. The joint venture also was
required to fund $500,000 into the reserve account in connection with the
loan modification.

In June 1995, $3,740,000 was received from a tenant as a lease
termination fee. The venture remitted $2,112,200 to the lender to reduce
the principal balance on the mortgage loan and an additional $628,700 was
placed into the reserve account (see note 3(b)).

(vi) Wells Fargo Center

The mortgage note secured by the Wells Fargo Center (South Tower
Office Building) (with a balance of $197,433,146 and accrued interest of
approximately $2,139,000 as of December 31, 1995) as well as the promissory
note secured by the Partnership's interest in the joint venture (with a
balance of $22,750,000 and accrued interest of $2,697,500 as of December
31, 1995) matured December 1, 1994. The Partnership and the joint venture
have been in discussions with the respective lenders regarding an extension
of the mortgage note and the promissory note. The joint venture reached an
agreement with the lender of the mortgage note whereby the lender refrained
from exercising its rights and remedies under the loan documents through
March 1996 while the venture continued to negotiate an extension or
refinancing of the note with the lender. The venture continues to make
interest payments to the lender under the original terms of the mortgage
note and is required to escrow all available cash flow. The Partnership
has ceased making debt service payments on the promissory note and is
negotiating an extension or refinancing with such lender. Such extension
or refinancing is likely to be dependent on results from negotiations with
the lender of the mortgage note. There is no assurance that the joint
venture or the Partnership will be able to extend or refinance these notes.

In the absence of an extension or refinancing of the notes, the Partnership
may decide not to commit any significant additional amounts to the
property. This would likely results in the Partnership no longer having an
ownership interest in the property, and in such event would result in a net
gain for financial reporting and for Federal income tax purposes with no
corresponding distributable proceeds. The promissory note secured by the
Partnership's interest in the joint venture has been classified at December
31, 1995 and 1994 as a current liability in the accompanying consolidated
financial statements.

In February 1991, the Partnership entered into an agreement with the
seller of Woodland Hills Apartments. Under the terms of this agreement,
the seller canceled its wrap-around mortgage note receivable from the
Partnership and assumed management of the property (see note 2(f)). The
obligations to make payments on the two underlying mortgage loans were
assumed by the Partnership. The mortgage note receivable originally
wrapped around and was subordinate to a first and a second mortgage loan in
the principal amounts of $6,800,000 and $1,256,667, respectively. The
first mortgage loan required monthly payments of interest only in arrears
at the rate of 12.8% per annum through June 1, 1994. The first and second
mortgage loans secured by the Woodland Hills Apartments matured November 1,
1994 and June 1, 1994, respectively. On November 2, 1994, the Partnership
refinanced the first and second mortgage loans with the lender of the
second mortgage loan. The new non-recourse first mortgage loan in the
amount of $8,175,000 requires monthly payments of interest only at a rate
of 4% above the lender's commercial paper rate (approximately 6.05% at
December 31, 1995) and has a scheduled maturity of October 1, 1997.

(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
dispositions of investment properties will be allocated first to the
General Partners in an amount equal to the greater of the General Partners'
share of cash distributions from the proceeds of any such sale or other
dispositions (as described below) or 1% of the total profits from any such
sales or other dispositions, plus an amount which will reduce deficits (if
any) in the General Partners' capital accounts to a level consistent with
the gain anticipated to be realized from the sale of investment properties.

Losses from the sale or other disposition of investment properties will be
allocated 1% to the General Partners. The remaining sale or other
disposition profits and losses will be allocated to the Limited Partners.

The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. "Net cash receipts" from operations of
the Partnership will be allocated 90% to the Limited Partners and 10% to
the General Partners (of which 6.25% constitutes a management fee to the
Corporate General Partner for services in managing the Partnership).

The Partnership Agreement provides that subject to certain conditions,
the General Partners shall receive as a distribution of the proceeds (net
after expenses and liabilities and retained working capital) from the sale
or refinancing of a real property by the Partnership up to 3% of the
selling price for any property sold, and that the remaining proceeds be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, prior to such distribution being made, the Limited Partners are
entitled to receive 99% and the General Partners l% of net sale or
refinancing proceeds until the Limited Partners (i) have received cash
distributions of "sale proceeds" 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 proceeds" or
"refinancing proceeds" previously distributed, equal a 6% annual return on
the Limited Partners' average capital investment for each year (their
initial capital investment as reduced by "sale proceeds" or "refinancing
proceeds" previously distributed) commencing with the third fiscal quarter
of 1986. The Limited Partners have not yet received and are not expected
to receive cash distributions of net sale or refinancing proceeds in an
amount equal to their initial capital investment in the Partnership. If
upon the completion of the liquidation of the Partnership and the
distribution of all Partnership funds, the Limited Partners have not
received the amounts in (i) and (ii) above, the General Partners will be
required to return all or a portion of the 1% distribution of net sale or
re-financing proceeds described above in an amount equal to such deficiency
in payments to the Limited Partners pursuant to (i) and (ii) above. As of
the date of this report, the General Partners have received net sale or
refinancing proceeds aggregating $58,235.

(6) MANAGEMENT AGREEMENTS

Certain of the Partnership's properties are 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 property
manager became management personnel of the purchaser and its affiliates.
The successor to the affiliated property manager is acting as property
manager of the 260 Franklin Street Building, the Dunwoody Crossing
Apartments and the RiverEdge Place Building on the same terms that existed
prior to the sale. In connection with such transaction, an affiliate of
the Corporate General Partner has guaranteed the payments to the successor
manager of certain property management fees. As a result, property
management fees for the 260 Franklin Street Building are being paid

currently to the successor manager pursuant to the guarantee. In addition,
the affiliated property manager has entered into a sub-management agreement
with the successor for management of the 900 Third Avenue Building.

(7) SALE OF INVESTMENT PROPERTIES

(a) Eastridge Mall

On June 30, 1995, the Partnership sold its 90% limited partnership
interest in Eastridge which owns the land, building and related
improvements of the Eastridge Mall located in Casper, Wyoming. The
purchaser, Price Development Company, Limited Partnership, was the
Partnership's joint venture partner in Eastridge and is not affiliated with
the Partnership or its General Partner.

The purchaser paid $24,075,000 (before prorations) at closing, of
which $23,403,992 was used to retire the mortgage note secured by the
property and accrued interest with the balance representing the deemed sale
price of the Partnership's interest in Eastridge. The Partnership received
net proceeds (before prorations) of $671,006 on June 30, 1995. As a result
of the sale, the Partnership recognized gains of $6,275,248 for financial
reporting purposes and $9,110,293 for Federal income tax purposes in 1995.

(b) Owings Mills

On June 30, 1993, JMB/Owings sold its partnership interest in Owings
Mills Limited Partnership ("OMLP"), which owns an allocated portion of the
land, building and related improvements of the Owings Mills Mall located in
Owings Mills, Maryland. The purchaser, O.M. Investment II Limited
Partnership, is an affiliate of the Partnership's joint venture partner in
OMLP.

The sale price of the interest in OMLP was $9,416,000, all of which
was received in the form of a promissory note. In addition, the
Partnership and Carlyle-XVI were relieved of their allocated portion of the
debt secured by the property. The promissory note (which is secured by a
guaranty from an affiliate of the purchaser and of the Partnership's joint
venture partner in OMLP) bears interest at a rate of 7% per annum unless a
certain specified event occurs, in which event the rate would increase to
8% per annum for the remainder of the term of the note. The promissory
note requires principal and interest payments of approximately $109,000 per
month with the remaining principal balance of approximately $5,500,000 due
and payable on June 30, 1998. The monthly installment of principal and
interest would be adjusted for the increase in the interest rate if
applicable. Early prepayment of the promissory note may be required under
certain circumstances, including the sale or further encumbrance of Owings
Mills Mall.

The net cash proceeds and gain from sale of the interest in OMLP was
allocated 50% to the Partnership and 50% to Carlyle-XVI in accordance to
the JMB/Owings Mills Associates partnership agreement.

For financial reporting purposes, JMB/Owings recognized, on the date
of sale, gain of $5,254,855, of which the Partnership's share is
$2,627,427, attributable to JMB/Owings being relieved of its obligations
under the OMLP partnership agreement pursuant to the terms of the sale
agreement. The Partnership had adopted the cost recovery method until such
time as the purchaser's initial investment was sufficient in order to
recognize additional gain under Statement of Financial Accounting Standards
No. 66 ("SFAS #66"). At December 31, 1994, the total deferred gain of
JMB/Owings including principal and interest payments of $1,858,572 received
through December 31, 1994 was $10,305,310 of which the Partnership's share
was $5,152,655. As JMB/Owings has collected a sufficient amount of the
purchaser's initial investment in accordance with SFAS #66 at March 31,
1995, the joint venture adopted the installment method for recognition of
the remaining deferred gain. JMB/Owings recognized $1,713,499 of
previously deferred gain and $1,501,936 of interest income in 1995, of
which the Partnership's share is $856,751 and $728,503, respectively.

During 1991, the Partnership sold, 62% of its general partnership
interest in Harbor, to an affiliate of the Harbor unaffiliated joint
venture partners. The Partnership owned an 80% interest in Harbor prior to
sale. Harbor owned a 55% general partnership interest in a joint venture
which owned the leasehold interest on the land and owned the building and
related improvements of the 300 East Lombard office building located in
Baltimore, Maryland. In conjunction with the sale, the Partnership
established a put-call option with the buyer on the Partnership's remaining
interest in Harbor. On January 19, 1993, the Partnership sold the
remaining 38% of its limited partnership interest in Harbor based on the
buyer's exercise of the put-call option. The sale price for the
Partnership's remaining interest was $229,140, plus $24,294 of interest
accrued at 10% per annum from September 30, 1991 through the closing date,
all of which was received in cash at closing. For financial reporting
purposes in 1993, the Partnership recognized a gain on sale of the
remaining interest of $229,140, which is included in gain on sale of
interests in unconsolidated ventures in the accompanying financial
statements.

(d) Villa Solana Apartments

On March 23, 1994 the Partnership, through Villa Solana Associates,
sold the Villa Solana Apartments located in Laguna Hills, California. The
sale price was $16,600,000 (before selling costs and prorations). The
venture received net sale proceeds after selling costs and the retirement
of the debt secured by the property, of $2,563,197, of which the
Partnership's share was $2,332,509.

For financial reporting purposes, the venture recognized, on the date
of sale, gain of $750,349 of which the Partnership's share was $656,560.
The venture's gain for Federal income taxes was approximately $2,614,000,
of which the Partnership's share was approximately $2,575,000.

(e) 9701 Wilshire Building

On October 6, 1994, the Partnership sold the 9701 Wilshire Building.
The sale price for the 9701 Wilshire Building was $17,950,000 (before
selling costs and prorations), all of which was received in cash at
closing. The Partnership received net sale proceeds after selling costs
and the retirement of the debt secured by the property of $1,017,307. As a
result of the sale, the Partnership recognized a gain in 1994 of $1,522,744
for financial reporting purposes and a loss of $3,180,699 for Federal
income tax purposes.

(f) JMB/125

On November 15, 1994, JMB/125 and certain affiliates of Olympia & York
Developments, Ltd. ("O&Y") reached an agreement to settle their dispute
regarding 125 Broad and its property. Under the terms of the agreement,
JMB/125 assigned its interest in 125 Broad to an affiliate of O&Y and
released its venture partners (the "O&Y Partners") from any claims related
to 125 Broad. In return, JMB/125 received an unsecured promissory note in
the principal amount of $5 million bearing simple interest at 4.5% per
annum with all principal and accrued interest due at maturity in October
1999, subject to mandatory prepayments of principal and interest or
acceleration of the maturity date under certain circumstances. In
addition, JMB/125 received a release from any claims of certain O&Y
affiliates and will generally be indemnified against any liability as a
general partner of 125 Broad. JMB/125 was also relieved of any obligation
to contribute cash to 125 Broad in the amount of its deficit capital
account balance. Affiliates of O&Y subsequently filed a prearranged
bankruptcy plan for reorganization of 125 Broad under Chapter 11 of the
Bankruptcy Code in order to facilitate 125 Broad's transfer of the office
building to the mortgage lender in satisfaction of the mortgage debt and
other claims. In January 1995, the plan for reorganization was approved by

the bankruptcy court, was consummated, and the bankruptcy was concluded.
As a result of the assignment of its interest, JMB/125 no longer has an
ownership interest in the office building and recognized in 1994 gains of
$53,412,105 and $49,616,240 for financial reporting and Federal income tax
purposes, respectively. The Partnership's share of such gains is
$31,743,006 and $26,678,693 for financial reporting and Federal income tax
purposes, respectively, although no sales proceeds have been received or
are expected to be received.

The promissory note received by JMB/125 has been fully reserved for by
JMB/125 due to the uncertainty of the collectibility of the note. In
October 1995, the O&Y affiliate that is the maker of the promissory note
filed for protection from creditors under Chapter 11 of the Bankruptcy
Code.

(8) NOTES RECEIVABLE

In 1987 and 1988, the Partnership advanced funds to pay for certain
deficits at the 21900 Burbank Boulevard Building which were the obligation
of an affiliate of the seller. Such advances, including unpaid interest,
were approximately $2,313,000. The Partnership received demand notes from
the seller which are personally guaranteed by certain of its principals.
The seller had been paying interest on the note at a rate equal to 3% over
the prime rate. In February 1991, the seller ceased paying monthly
interest required under terms of the note. The Partnership put the seller
in default and effective October 31, 1991, the notes began accruing
interest at the default rate. During 1994, two of the principals which
guaranteed the notes became subject to Chapter 7 bankruptcy proceedings.
Subsequently, these individual's obligations, including their obligations
under the notes, were discharged. Additionally, it appears that the
remaining principals guaranteeing the notes have little or no assets which
the Partnership could pursue for collection. Therefore, it appears
unlikely that any further amounts will be collected. As a matter of
prudent accounting policy, a reserve for uncollectibility for the entire
amount recorded for financial reporting purposes ($1,466,051) has been
reflected in the accompanying consolidated financial statements at December
31, 1995 and 1994.

(9) LEASES

At December 31, 1995, the Partnership and its consolidated ventures'
principal assets are five office buildings, two apartment complexes and one
shopping center. 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 cost of land, is depreciated over the estimated
useful lives. Leases with commercial tenants range in term from one to 30
years and provide for fixed minimum rent and partial to full reimbursement
of operating costs. In addition, substantially all leases with shopping
center tenants provide for additional rent based upon percentages of tenant
sales volume. 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 $9,400,000.

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

Office buildings:
Cost. . . . . . . . . . . . $257,393,584
Accumulated depreciation. . 81,582,825
------------
175,810,759
------------
Shopping centers:
Cost. . . . . . . . . . . . 13,324,665
Accumulated depreciation. . 3,412,463
------------
9,912,202
------------
Apartment complexes:
Cost. . . . . . . . . . . . 64,118,519
Accumulated depreciation. . 19,771,346
------------
44,347,173
------------
Total . . . . . . . $230,070,134
============

Minimum lease payments, excluding 21900 Burbank and 160 Spear Street
buildings, 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 operating
commercial lease agreements, are as follows:

1996. . . . . . . . . $ 17,809,816
1997. . . . . . . . . 15,522,721
1998. . . . . . . . . 14,514,168
1999. . . . . . . . . 13,630,584
2000. . . . . . . . . 15,649,487
Thereafter. . . . . . 38,906,473
------------
Total . . . . . . $116,033,249
============

(10) NOTES PAYABLE

Pursuant to the terms of a tenant lease at Cal Plaza, promissory notes
(for certain sub-leasing costs) aggregating $707,009 were issued by the Cal
Plaza joint venture to a tenant of the investment property. Commencing on
July 1, 1990 and on each July 1st thereafter until the notes are paid in
full, one tenth of the original principal balance together with 12% annual
interest on the outstanding balance of the notes shall be payable. As the
result of a settlement agreement between the Partnership and its joint
venture partner, the joint venture partner is obligated to pay 40% of the
amounts owed under the promissory notes and the Partnership is obligated to
pay 60% of such amounts. During July 1993, June 1994 and June 1995,
$70,701 of principal was paid and $60,304, $51,820 and $43,336 of interest,
respectively was paid, to the tenant from cash flow generated from
operations of the property. As of December 31, 1995, the outstanding
balance of the notes was $290,434.

(11) 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 . . . . . . . $409,364 749,801 900,177 1,510,131
Insurance commissions. . . . 34,148 42,442 63,740 --
Reimbursement (at cost) for
accounting services. . . . 191,026 201,829 154,763 --
Reimbursement (at cost) for
portfolio management
services . . . . . . . . . 88,673 80,363 71,511 --
Reimbursement (at cost) for
legal services . . . . . . 17,883 19,116 11,702 --
Reimbursement (at cost) for
administrative charges and
other out-of-pocket expenses 207,711 110,171 94,637 91,380
-------- --------- ---------- ---------

$948,805 1,203,722 1,296,530 1,601,511
======== ========= ========== =========
<FN>

The above table reflects that during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $88,711 that had not previously been reimbursed.

</TABLE>

The General Partners and their affiliates have previously deferred
management and leasing fees payable to them in an aggregate amount of
$2,127,669 (approximately $5 per Interest) through December 31, 1995
pursuant to debt modifications at the 260 Franklin and Piper Jaffray
properties. In addition, an affiliate of the General Partner has deferred
(through reimbursements made directly to the Partnership) $675,876 for the
Partnership's proportionate share of property management and leasing fees
paid by affiliated joint venture partnerships or their underlying ventures,
as the case may be (these reimbursements are not reflected in the above
table). These reimbursements include the proportionate share of property
management fees of one unconsolidated entity, which is not included in the
consolidated financial statements. The Partnership paid $847,752 of
previously deferred reimbursements to the Corporate General Partner and its
affiliates in July 1994. The Partnership also paid previously deferred
partnership management fees and distributions of $724,121 and $249,591,
respectively, to the General Partners in August 1994.

In December 1994, the Partnership paid $3,422,391 of previously
deferred management and leasing fees to an affiliate of the General
Partners. Effective October 1, 1993, the Partnership and its consolidated
ventures began paying property management and leasing fees on a current
basis other than for the 260 Franklin office building. The cumulative
deferred amounts do not bear interest and are expected to be paid in future
periods.

During 1994 and 1993, an affiliate of the Corporate General Partner
provided management and leasing services. In December 1994, the affiliate
sold substantially all of its assets and assigned its interest in its
management contracts, including the one for 260 Franklin Street, to an
unaffiliated third party. In connection with such sale, an affiliate of
the General Partners guaranteed payment to the unaffiliated third party of
the property management fees for the 260 Franklin property. As a result of
the affiliate's payment of management fees for 1995 to the unaffiliated
third party manager pursuant to the guarantee, the amount of such
management fees is reflected as payable to an affiliate in the consolidated
financial statements. Pursuant to the terms of the loan modification for
260 Franklin, cash flows from the property in an amount equal to all
management fees and leasing fees have been escrowed by 260 Franklin and are
reported as escrow deposits in the accompanying consolidated financial
statements. Such affiliate is entitled to property management fees of
$331,811, $320,385 and $340,753 in 1995, 1994 and 1993, respectively. Such
affiliate also is entitled to leasing fees of none, $100,855 and $6,789 for
1995, 1994 and 1993, respectively. As of December 31, 1995, $1,320,185 of
management and leasing fees were unpaid. Remaining amounts due to
affiliates at December 31, 1995 represents advances from Carlyle-XV and
Carlyle-XVI of $468,686 and $200,482, respectively, which can be repaid
pursuant to the reserve escrow agreement.

The manager of Piper Jaffray Tower, an unconsolidated joint venture,
(which was an affiliate of the Corporate General Partner through November
1994) had agreed to defer receipt of its property management fees as more
fully discussed in note 3(c)(i). Such fees deferred by the affiliate were
approximately $1,839,000 at December 31, 1995.

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.

(12) INVESTMENT IN UNCONSOLIDATED VENTURES

Summary financial information for South Tower, JMB/125, 125 Broad
Street Company (through effective date of JMB/125's assignment - October
31, 1994), JMB/Piper, JMB/Piper II and JMB/900, for the years ended 1995
and 1994 follows:
1995 1994
------------ ------------

Current assets . . . . . . $ 26,784,754 12,916,368
Current liabilities
(including $197,433,146
and $198,010,055 of debt
in default at December 31,
1995 and December 31, 1994,
respectively see note 3(c))(217,998,259) (210,151,680)
------------ ------------
Working capital (deficit)(191,213,505)(197,235,312)
------------ ------------
Other assets . . . . . . . 31,486,199 19,510,912
Deferred expenses. . . . . 4,714,000 21,267,960
Investment properties, net 317,569,356 327,384,410
Other liabilities. . . . . (4,818,311) (4,511,969)
Long-term debt . . . . . . (207,871,000) (203,251,770)
Ventures partners' equity. 36,739,437 29,165,306
------------ ------------
Partnership's capital (deficit)$(13,393,824)(7,670,463)
============ ============
Represented by:
Invested capital . . . . $186,371,327 185,846,328
Cumulative distributions (58,249,495) (57,278,864)
Cumulative losses. . . . (141,515,656) (136,237,927)
------------- ------------
$ (13,393,824) (7,670,463)
============= ============
Total income . . . . . . . $ 86,827,114 121,161,958
Expenses applicable to
operating loss . . . . . 100,056,848 165,863,948
------------ ------------
Operating loss . . . . . . (13,229,734) (44,701,990)
Gain on sale of interest
in unconsolidated venture
(note 7(b)). . . . . . . 1,713,501 52,412,102
------------ ------------
Net income (loss) (note 3(c))$(11,516,233) 7,710,112
============ ============

The total income, expenses applicable to operating loss and net loss
for the above ventures for the year ended December 31, 1993 were
$166,451,322, $265,781,606 and $94,075,429, respectively.

<TABLE> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV SCHEDULE III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
COSTS
CAPITALIZED
CAPITALIZED
INITIAL COST TO SUBSEQUENT TOGROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) TO ACQUISITION AT CLOSE OF PERIOD (B)
----------------------------------------------------------------------------------
LAND AND BUILDINGS LAND AND LAND AND BUILDINGS
LEASEHOLD AND BUILDINGS AND LEASEHOLD AND
DESCRIPTIONENCUMBRANCE INTERESTS IMPROVEMENTS IMPROVEMENTS INTEREST IMPROVEMENTS TOTAL
- ----------------------------------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
APARTMENT COMPLEXES:
Woodland Hills
DeKalb County
(Atlanta),
Georgia .$ 8,175,000 1,617,433 10,425,264 115,273 1,617,433 10,540,537 12,157,970
Dunwoody Crossing
(Phase I, II & III)
DeKalb County
(Atlanta),
Georgia (D)30,654,795 4,827,220 46,139,432 993,897 4,827,219 47,133,330 51,960,549
OFFICE BLDGS:
First American
Bank Building
Fulton County
(Atlanta),
Georgia . 18,166,294 3,185,826 28,389,541 (5,660,027) 2,397,888 23,517,452 25,915,340
160 Spear Street
San Francisco,
California(C)(D)39,184,894 -- 47,552,813 3,135,648 -- 50,688,461 50,688,461
21900 Burbank Blvd
Los Angeles
(Woodland Hills),
California11,668,754 4,072,552 11,797,054 (722,030) 3,562,658 11,584,918 15,147,576
260 Franklin Street
Boston, Massac-
husetts (D)87,623,625 8,169,209 97,607,593 (13,810,504) 6,662,200 85,304,098 91,966,298

</TABLE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVSCHEDULE III - CONTINUED
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
INCOME 1995
ACCUMULATED DATE OF DATE STATEMENT REAL ESTATE
DEPRECIATION(J) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ---------------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
APARTMENT COMPLEXES:
Woodland Hills
DeKalb County (Atlanta),
Georgia. . . . . . . $ 3,785,278 1984 09/30/85 5-30 years 194,709
Dunwoody Crossings
(Phase I, II and III)
DeKalb County (Atlanta),
Georgia (D) (H). . . 15,986,068 1981-1983 09/18/86 5-30 years 654,623
OFFICE BUILDINGS:
First American Bank
Building
Fulton County (Atlanta),
Georgia (F). . . . . 9,262,664 1984 06/10/85 5-30 years 293,327
160 Spear Street
San Francisco,
California (C)(D). . 17,892,072 1985 11/27/85 5-30 years 395,799
21900 Burbank Boulevard
Los Angeles (Woodland
Hills), California . 3,931,643 1985 11/29/85 5-30 years 120,622
260 Franklin Street
Boston, Massachusetts
(D). . . . . . . . . 29,218,490 1985 05/21/86 5-30 years 2,026,440

</TABLE>

<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVSCHEDULE III - CONTINUED
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
COSTS
CAPITALIZED
CAPITALIZED
INITIAL COST TO SUBSEQUENT TOGROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) TO ACQUISITION AT CLOSE OF PERIOD (B)
----------------------------------------------------------------------------------
LAND AND BUILDINGS LAND AND LAND AND BUILDINGS
LEASEHOLD AND BUILDINGS AND LEASEHOLD AND
ENCUMBRANCE INTERESTS IMPROVEMENTS IMPROVEMENTS INTEREST IMPROVEMENTS TOTAL
------------ ----------------------- ------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

California Plaza
Walnut Creek,
California (D)59,206,4966,010,604 62,029,222 5,636,083 5,949,997 67,725,912 73,675,909
SHOPPING CENTER:
Springbrook Shopping
Center
Bloomingdale,
Illinois. 10,961,455 3,164,708 17,913,485 (7,753,528) 1,470,280 11,854,385 13,324,665
------------ ---------- ----------- ----------- ---------- ----------------------
Total.$265,641,313 31,047,552 321,854,404 (18,065,188) 26,487,675 308,349,093334,836,768
============ ========== =========== =========== ========== ======================
</TABLE>

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

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
INCOME 1995
ACCUMULATED DATE OF DATE STATEMENT REAL ESTATE
DEPRECIATION(J) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ---------------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
California Plaza
Walnut Creek,
California (D). . . . 21,277,956 1985 06/30/86 5-30 years 655,058
SHOPPING CENTER:
Springbrook Shopping Center
Bloomingdale,
Illinois. . . . . . . 3,412,463 1980 07/05/89 5-30 years 342,175
----------- ---------
Total. . . . . . . 104,766,634 4,682,753
=========== =========
<FN>

Notes:
(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
$369,409,430.
(C) Property operated under ground lease.
(D) Properties owned and operated by joint venture; see Note 3(b).
(E) In 1990, the Partnership recorded a provision for value impairment. The portion allocated to real
estate totalled $17,120,734.
(F) In 1992, the Partnership recorded provisions for value impairment. The portion allocated to real
estate totalled totalling $25,994,317.
(G) In 1993, the Partnership recorded provisions for value impairment. The portion allocated to real
estate totalled $8,972,831.
</TABLE>

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

(I) Reconciliation of real estate owned as of December 31, 1995, 1994 and 1993:

<CAPTION>
1995 1994 1993
------------ ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period. . . . . . . . . . $367,553,814 413,139,577 421,273,790
Additions during period . . . . . . . . . . . . . 872,103 1,279,820 838,618
Provisions for value impairment (H) . . . . . . . -- -- (8,972,831)
Sales and dispositions during period. . . . . . . (33,589,149) (46,865,583) --
------------ ----------- -----------

Balance at end of period. . . . . . . . . . . . . $334,836,768 367,553,814 413,139,577
============ =========== ===========

(J)Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . . . . . $106,168,986 107,997,321 95,627,226
Depreciation expense. . . . . . . . . . . . . . . 10,440,946 11,490,889 12,370,095
Sales and dispositions during period. . . . . . . (11,843,298) (13,319,224) --
------------ ----------- -----------

Balance at end of period. . . . . . . . . . . . . $104,766,634 106,168,986 107,997,321
============ =========== ===========

</TABLE>

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

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

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation. Substantially all of the
outstanding shares of JMB are owned by certain of its officers, directors,
members of their families and affiliates. JMB has responsibility for all
aspects of the Partnership's operations, subject to the requirement that
purchases and sales of real property must be approved by the Associate
General Partner of the Partnership, ABPP Associates, L.P. Effective
December 31, 1995, ABPP Associates, L.P. acquired all of the partnership
interests in Realty Associates-XV, L.P., the Associates General Partner,
and elected to continue the business of Realty Associates-XV, L.P. ABPP
Associates, L.P., an Illinois limited partnership with JMB as its sole
general partner, continues as the Associate General Partner. The Associate
General Partner shall be directed by a majority in interest of its limited
partners (who are generally officers, directors and affiliates of JMB or
its affiliates) as to whether to provide its approval of any sale of real
property (or any interest therein) of the Partnership.

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

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

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

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

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the 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-XI ("Carlyle-XI"), Carlyle Real
Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-
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"), 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,
directly or indirectly, of certain partnerships which are associate general
partners in the following real estate limited partnerships: The
Partnership, Carlyle-VII, Carlyle-IX, Carlyle-X, Carlyle-XI, Carlyle-XII,
Carlyle-XIII, Carlyle-XIV, 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. Certain of such officers are also officers and the
sole director of Carlyle Advisors, Inc., the general partner of JMB/125.
Reference is made to Note 7(f).

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

Judd D. Malkin (age 58) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Malkin has been associated with JMB since
October, 1969. Mr. Malkin is a director of Urban Shopping Centers, Inc.,
an affiliate of JMB that is a real estate investment trust in the business
of owning, managing and developing shopping centers. He is a Certified
Public Accountant.

Neil G. Bluhm (age 58) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Bluhm has been associated with JMB since
August, 1970. Mr. Bluhm is a director of Urban Shopping Centers, Inc., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is a member of the
Bar of the State of Illinois and a Certified Public Accountant.

Burton E. Glazov (age 57) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

Stuart C. Nathan (age 54) has been associated with JMB since July,
1972. Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

John G. Schreiber (age 49) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business. He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P. Since 1994, Mr. Schreiber has also
served as a Trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. Mr.
Schreiber is also director of Urban Shopping Centers, Inc., an affiliate of
JMB that is a real estate investment trust in the business owning, managing
and developing shopping centers. He is also director of a number of
investment companies advised 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 11 for a
description of such transactions, distributions and allocations. In 1995,
the General Partners received distributions of $35,855. Through December
31, 1995, $2,127,669 of property management fees and leasing fees have been
deferred (including direct reimbursements made to the Partnership) by an
affiliate of the General Partner, or approximately $5 per Interest in the
aggregate. Effective October 1, 1993, the Partnership and its consolidated
ventures began paying property management and leasing fees on a current
basis. Operating losses may benefit the General Partners or the partners
to the extent that such losses may be offset against taxable income from
the Partnership or other sources.

The Partnership is permitted to engage in various transactions
involving the General Partners and their affiliates of the Partnership
certain of which may involve conflicts of interest, as discussed in Item 10
above. The relationship of the Corporate General Partner (and its
directors and officers) to its affiliates is set forth above in Item 10 and
Exhibit 21 hereto.

Affiliates of the Corporate General Partner provided property
management services in 1995 for one investment property. Such affiliates
earned property management and leasing fees amounting to $409,364 in 1995
all of which were paid as of December 31, 1995. Through December 31, 1995,
$1,510,131 in property management and leasing fees have been unpaid. 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 6% of the
gross income from a property), and such agreements must be terminable by
either party thereto, without penalty, upon 60 days notice.

An affiliate of the Corporate General Partner provided property
management and services for the 260 Franklin Street Building in Boston,
Massachusetts in 1994 and prior years. As required by the terms of a
modification for the mortgage loan secured by the 260 Franklin Street
Building, property management and leasing fees payable to the affiliate
since January 1992 have been escrowed. Pursuant to the affiliate selling
its interest in the management contracts at 260 Franklin Street, the
General Partner has guaranteed payment of the management fees to the
unaffiliated third party. As a result of the affiliate paying the
management fees to the unaffiliated third party manager, the affiliate is
entitled to reimbursement of current year fees of $331,811. As of December
31, 1995, the affiliate is entitled to property and management fees of
$1,320,185 by 260 Franklin Street Associates. Such amount does not bear
interest. An affiliate of the Corporate General Partner had managed the
Piper Jaffray Tower (an unconsolidated joint venture) through November
1994. In conjunction with the August 1992 loan modification, the
affiliated property manager had agreed to defer receipt of its property
management fees which aggregated $1,839,000 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 6% of the

gross income from a property), and such agreements must be terminable by
either party thereto, without penalty, upon 60 days' notice. In December
1994 the affiliated property manager entered into an agreement with an
unaffiliated third party for the sub-management of the 900 Third Avenue
building. Property management fees for this property were $452,518 in
1995, all of which were paid to the sub-manager. (See Note 3(c)(i)).

In December 1995, the joint venture partner in NewPark Associates, a
joint venture that owns NewPark Mall, agreed to pay to an affiliate of the
Corporate General Partner an annual consulting fee of $100,000 in
consideration of such affiliate's assisting NewPark Associates and the
joint venture partner in the evaluation of property budgets and leasing and
long-term strategies for NewPark Mall. Such consulting fee does not
increase the management fee payable by NewPark Associates under the
management agreement with the joint venture partner.

JMB Insurance Agency, Inc., affiliate of the Corporate General
Partner, earned and received insurance brokerage commissions in 1995
aggregating $34,148 in connection with providing insurance coverage for
certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses and salaries
relating to the administration of the Partnership and the operation of the
Partnership's real property investments. In 1995, the Corporate General
Partner of the Partnership was due reimbursement for such out-of-pocket
expenses in the amount of $207,711, of which $91,380 was unpaid as of
December 31, 1995.

Additionally, the General Partners are also entitled to reimbursements
for administrative legal, accounting and portfolio management services.
Such costs for 1995 were $297,582, all of which was paid as of December 31,
1995. Reference is made to Note 11.

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

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

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

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests and Assignee
Interests thereinJMB Realty Corporation 5 Interests (1) indirectly Less than 1%

Limited PartnershipCorporate General Partner, 9.8 Interests(1)(2) Less than 1%
Interests and Assigneeits officers and
Interests thereindirectors and the
Associate General
Partner as a group

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

(1) Includes 5 Interests owned by the Initial Limited Partner of the Partnership for which JMB, as its
indirect majority shareholder, is deemed to have sole voting and investment power.

(2) Includes 4.8 Interests owned by officers or their relatives for which an officer has sole investment and
voting power as to such Interests so owned.

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

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

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

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

(2) Exhibits.

3. Amended and Restated Agreement of Limited
Partnership, is hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 10-K (File No. 0-16111) for December 31, 1992 dated
March 19, 1993.

4-A. Assignment Agreement set forth as Exhibit B to the
Prospectus is hereby incorporated herein by reference to Exhibit 4-A to the
Partnership's Report on Form 10-K (File No. 0-16111) for December 31, 1992
dated March 19, 1993.

4-B. Documents relating to the modification of the
mortgage loan secured by 260 Franklin Street Building are hereby
incorporated herein by reference to the Partnership's Report on Form 10-K
(File No. 0-16111) for December 31, 1992 dated March 19, 1993.

4-C. Documents relating to the modification of the
mortgage loans secured by the 160 Spear Street Building are hereby
incorporated herein by reference to Exhibit 4-C to the Partnership's Report
on Form 10-K (File No. 0-16111) for December 31, 1992 dated March 19, 1993.

4-D. Documents relating to the refinancing of the
mortgage note secured by the Post Crest Apartments are hereby incorporated
herein by reference to Exhibit 4-D to the Partnership's Report on Form 10-K
(File No. 0-16111) for December 31, 1992 dated March 19, 1993.

4-E. Forbearance agreement relating to the modification
of the mortgage loan secured by NewPark Mall dated October 1995 is
incorporated herein by reference to the Partnership's Report for September
30, 1995 on Form 10-Q (File No. 0-16111) dated November 9, 1995.

10-A. Escrow Deposit Agreement is hereby incorporated
herein by reference to the Partnership Registration Statement on Form S-11
(File No. 2-95382) dated January 18, 1985.

10-B. Acquisition documents relating to the purchase by
the Partnership of an interest in the 900 Third Avenue Building in New
York, New York, are hereby incorporated herein by reference to the Partner-
ship's Registration Statement on Form S-11 (File No. 2-95382) dated January
18, 1985.

10-C. Acquisition documents relating to the purchase by
the Partnership of an interest in the Piper Jaffray Tower in Minneapolis,
Minnesota, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Form S-11 (File No. 2-95382) dated January 18,
1985.

10-D. Acquisition documents relating to the purchase by
the Partnership of the NBG Building in Fulton County, Georgia, are hereby
incorporated herein by reference to the Partnership's Registration
Statement on Amendment No. 2 to Form S-11 (File No. 2-95382) dated July 5,
1985.

10-E. Acquisition documents relating to the purchase by
the Partnership of an interest in the Crocker Center South Tower in Los
Angeles, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Amendment No. 2 to Form S-11 (File
No. 2-95382) dated July 5, 1985.

10-F. Acquisition documents relating to the purchase by
the Partnership of an interest in the Villa Solana Apartments in Laguna
Hills, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 1 to
Form S-11 (File No. 2-95382) dated September 13, 1985.

10-G. Acquisition documents relating to the purchase by
the Partnership of an interest in the Eastridge Mall in Casper, Wyoming,
are hereby incorporated herein by reference to the Partnership's
Registration Statement on Post Effective Amendment No. 1 to Form S-11 (File
No. 2-95382) dated September 13, 1985.

10-H. Acquisition documents relating to the purchase by
the Partnership of the Summit Hills Apartments in DeKalb County, Georgia,
are hereby incorporated herein by reference to the Partnership's Registra-
tion Statement on Post Effective Amendment No. 2 to Form S-11 (File No.
2-95382) dated December 13, 1985.

10-I. Acquisition documents relating to the purchase by
the Partnership of an interest in the 160 Spear Street Building in San
Francisco, California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.

10-J. Acquisition documents relating to the purchase by
the Partnership of an interest in the Baltimore Federal Financial Building
in Baltimore, Maryland, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.

10-K. Acquisition documents relating to the purchase by
the Partnership of the Arthur D. Little Building in Woodland Hills,
California, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.

10-L. Acquisition documents relating to the purchase by
the Partnership of an interest in the Park at Countryside Apartments in
Port Orange, Florida, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.

10-M. Acquisition documents relating to the purchase by
the Partnership of an interest in the Owings Mills Shopping Center in
Owings Mills, Maryland, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 3 to
Form S-11 (File No. 2-95382) dated March 13, 1986.

10-N. Acquisition documents relating to the purchase by
the Partnership of an interest in the 125 Broad Street Building, New York,
New York, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No. 2-95382) dated March 13, 1986.

10-O. Acquisition documents relating to the purchase by
the Partnership of an interest in the Boatmen's Center in Kansas City,
Missouri, are hereby incorporated herein by reference to the Partnership's
Registration Statement on Post-Effective Amendment No. 3 to Form S-11 (File
No. 2-95382) dated March 13, 1986.

10-P. Acquisition documents relating to the purchase by
the Partnership of an interest in the 260 Franklin Street Building in
Boston, Massachusetts, are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 4 to
Form S-11 dated April 30, 1986.

10-Q. Acquisition documents relating to the purchase by
the Partnership of an interest in the Mitsui Manufacturers Bank Building in
Beverly Hills, California, are hereby incorporated herein by reference to
the Partnership's Registration Statement on Post-Effective Amendment No. 5
to Form S-11 dated July 31, 1986.

10-R. Acquisition documents relating to the purchase by
the Partnership of an interest in the California Plaza office building in
Walnut Creek, California are hereby incorporated herein by reference to the
Partnership's Registration Statement on Post-Effective Amendment No. 5 to
Form S-11 dated July 31, 1986.

10-S. Acquisition documents relating to the purchase by
the Partnership of the Springbrook Shopping Center in Bloomingdale,
Illinois, are hereby incorporated herein by reference to the Partnership's
report for December 31, 1989 on Form 10-K (File No. 0-16111) dated March
28, 1990.

10-T. Acquisition documents relating to the purchase by
the Partnership of the Erie-McClurg Parking Facility in Chicago, Illinois
are hereby incorporated herein by reference to the Partnership's report for
December 31, 1989 on Form 10-K (File No. 0-16111) dated March 28, 1990.

10-U.* Real Estate Purchase Agreement dated June 30,
1992, between Erie-McClurg Associates ("Beneficiary") and The Streeterville
Corporation ("Purchaser") for the sale of Erie-McClurg Parking Facility, is
hereby incorporated herein by reference.

10-V.* First Amendment to Real Estate Purchase Agreement
dated August 26, 1992, between Erie-McClurg Associates ("Beneficiary") and
The Streeterville Corporation ("Purchaser") for the sale of Erie-McClurg
Parking Facility, is hereby incorporated herein by reference.

10-W.* Second Amendment to Real Estate Purchase Agreement
dated September 3, 1992, between Erie-McClurg Associates ("Beneficiary")
and The Streeterville Corporation ("Purchaser") for the sale of Erie-
McClurg Parking Facility, is hereby incorporated herein by reference.

10-X. Agreement of Limited Partnership of Carlyle-XV
Associates, L.P., dated April 19, 1993 between the Partnership and Carlyle
Partners, Inc. relating to the 125 Broad Street Building, is hereby
incorporated herein by reference to the Partnership's report for December
31, 1993 on Form 10-K (File No. 0-16111) dated March 28, 1994.

10-Y. Documents relating to the modification of the
mortgage loan secured by California Plaza are hereby incorporated herein by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-16111) dated March 28, 1994.

10-Z. Agreement for Purchase and Sale of Real Estate and
Related Property related to the sale of Villa Solana Apartments dated
February 7, 1994 between Villa Solana Associates ("Seller") and EQR-Villa
Solana Vistas, Inc. ("Purchasers") is incorporated herein by reference to
the Partnership's report for June 30, 1994 on Form 10-Q (File No. 0-16111)
dated August 12, 1994.

10-AA. Amendment to the Agreement for Purchase and Sale
of Real Estate and Related Property related to the sale of Villa Solana
Apartments dated February 25, 1994 between Villa Solana Associates
("Seller") and EQR-Villa Solana Vistas, Inc. ("Purchasers") is incorporated
herein by reference to the Partnership's report for June 30, 1994 on Form
10-Q (File No. 0-16111) dated August 12, 1994.

10-BB. Second Amendment to Agreement for Purchase and
Sale of Real Estate and Related Property related to the sale of Villa
Solana Apartments dated March 4, 1994 between Villa Solana Associates
("Seller") and EQR-Villa Solana Vistas, Inc. ("Purchaser") is incorporated
herein by reference to the Partnership's report for June 30, 1994 on Form
10-Q (File No. 0-16111) dated August 12, 1994.

10-CC. Takeover agreement relating to Johnson & Higgins
space at the 125 Broad Building is incorporated
herein by reference to the Partnership's report for March 31, 1994 on Form
10-Q (File No. 0-16111) dated May 11, 1994.

10-DD. First Amendment to Loan Documents relating to the
mortgage loan secured by Dunwoody Crossing Apartments (Phases I and III) is
incorporated herein by reference to the Partnership's report for September
30, 1994 on Form 10-Q (File No. 0-16111) dated November 10, 1994.

10-EE. Documents relating to the extension of the
mortgage loan secured by the 900 Third Building are incorporated herein by
reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-16111) dated March 27, 1995.

10-FF. Documents relating to the lender realizing upon
its mortgage security interest in the Park at Countryside Apartments are
incorporated herein by reference to the Partnership's report for May 5,
1994 on Form 8-K dated May 5, 1994.

10-GG. Documents relating to the refinancing of the
Woodlands Hills Apartments are incorporated herein by reference to the
Partnership's report for December 31, 1994 on Form 10-K (File No. 0-16111)
dated March 27, 1995.

10-HH. Purchase Agreement between the Partnership and
9701 Wilshire Boulevard, Inc. ("Purchaser") for the sale of the 9701
Wilshire Building is incorporated herein by reference to the Partnership's
report for December 31, 1994 on Form 10-K (File No. 0-16111) dated March
27, 1995.

10-II. Documents relating to the assignment of the
Partnership's interest in the 125 Broad Street Building to O&Y Plaza Corp.
("Assignee") are incorporated herein by reference to the Partnership's
report for October 15, 1994 on Form 8-K dated November 15, 1994.

10-JJ. Lockbox and forbearance agreements related to the
mortgage note secured by the Wells Fargo Building are incorporated herein
by reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-16111) dated March 27, 1995.

10-KK. Modification to Reserve Escrow Agreement relating
to the 260 Franklin Street Building is hereby incorporated by reference to
the Partnership's Report for June 30, 1995 on Form 10-Q (File No. 0-16111)
dated August 9, 1995.

10-LL. The Partnership Interest Purchase Agreement
related to the sale of the Partnership's interest in Eastridge Mall is
hereby incorporated herein by reference to the Partnership's report for
June 30, 1995 on Form 8-K dated July 24, 1995.

21. List of Subsidiaries.

24. Powers of Attorney.

27. Financial Data Schedule.

99-A. The Partnership's Report on Form 8-K (File No. 0-
16111) for Eastridge Mall for June 30, 1995 dated
July 27, 1995 is filed herewith.

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

* Previously filed as Exhibits 10-U, 10-V and 10-W,
respectively, to the Partnership's Report for December 31, 1992 on Form 10-
K of the Securities Exchange Act of 1934 (File No. 0-16111) dated March 19,
1993 and hereby incorporated herein by reference.

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

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

SIGNATURES

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

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

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
<TABLE>

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV
EXHIBIT INDEX

<CAPTION>
Document
Incorporated
By Reference Page
------------ ----
<S> <C> <C> <C>
3. Amended and Restated Agreement Yes
of Limited Partnership of the
Partnership, included as Exhibit A
to the Partnership's Prospectus
dated July 5, 1985.

4-A. Assignment Agreement, included as Yes
Exhibit B to the Partnership's
Prospectus dated July 5, 1985.

4-B. Documents relating to the modification
of the mortgage loan secured by
the 260 Franklin Street Building Yes

4-C. Documents relating to the modification
of the mortgage loans secured by
the 160 Spear Street Building Yes

4-D. Documents relating to the refinancing
of the mortgage loan secured by
the Post Crest Apartments Yes

10-A. through
10-R. * Exhibits 10.A through 10.R Yes
are hereby incorporated herein by
reference.

10-S. through
10-DD. Exhibits 10-S. through 10-DD.
are hereby incorporated herein by
reference. Yes

10-EE. Documents relating to the extension of the
mortgage loan secured by the 900 Third
Building are filed herewith Yes

10-FF. Documents relating to the lender realizing
upon its mortgage security interest in the
Park at Countryside Apartments are
incorporated by reference. Yes

10-GG. Documents relating to the refinancing of
the Woodland Hills Apartments are
hereby incorporated by reference. Yes

10-HH. Purchase agreement relating to the sale
of the 9701 Wilshire Building are
hereby incorporated by reference. Yes

10-II. Documents relating to the assignment
of the Partnership's interest in the
125 Broad Street Building are
incorporated by reference. Yes

10-JJ. Lockbox and forbearance agreements
related to the mortgage note secured
by the Wells Fargo Building are
hereby incorporated by reference. Yes

10-KK. Document relating to the
Modification to Reserve Escrow
Agreement relating to the
260 Franklin Street Building
is hereby incorporated by reference. Yes

10-LL. Document relating to the
Partnership Interest Purchase
Agreement relating to sale of the
Partnership's interest in
Eastridge Mall is hereby
incorporated by reference Yes

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

99-A. Form 8-K for Eastridge Mall
for June 30, 1995 No

<FN>
- -------------------
* Previously filed as Exhibits to the Partnership's Registration Statement
(as amended) on Form S-11 (Filed No. 2-95382) of the Securities Act of
1933.

</TABLE>

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a partner of the following joint ventures:
JMB/Piper Jaffray Tower Associates, a general partnership, which is a
partner in (i) OB Joint Venture II, a general partnership, which is a
partner of 222 South Ninth Street Limited Partnership, a limited partner-
ship, which holds title to the Piper Jaffray Tower office building in
Minneapolis, Minnesota, and (ii) OB Joint Venture, a general partnership,
which holds title to the land underlying the Piper Jaffray Tower office
building; JMB/Piper Jaffray Tower Associates II, a general partnership
which also is a partner in OB Joint Venture, a general partnership, which
holds title to the land underlying the Piper Jaffray Tower office building;
900 3rd Avenue Associates, a general partnership, which is a partner of
Progress Partners, a general partnership, which holds title to 900 Third
Avenue Building located in New York, New York; Maguire Thomas Partners -
South Tower, a limited partnership, which holds title to Wells Fargo Center
- - IBM Tower located in Los Angeles, California; JMB/160 Spear Street
Associates, a general partnership, which holds title to 160 Spear Street
building located in San Francisco, California; 260 Franklin Street
Associates, a general partnership, which holds title to the 260 Franklin
Street Building located in Boston, Massachusetts; C-C California Plaza
Partnership, a general partnership, which holds title to the California
Plaza office building in Walnut Creek, California; Villages Northeast
Associates, a general partnership, which is a partner in VNE Partners,
Ltd., a limited partnership, which holds title to three apartment complexes
located in DeKalb County (Atlanta) Georgia; and JMB/NewPark Associates, a
general partnership, which is a partner in NewPark Associates, a general
partnership, which holds title to the NewPark Mall in Newark, California.
Reference is made to Note 3 for a description of the terms of such venture
partnerships.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - XV, 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> 0000761023
<NAME> CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

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

<CASH> 15,045,385
<SECURITIES> 0
<RECEIVABLES> 16,403,707
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 31,449,092
<PP&E> 334,836,768
<DEPRECIATION> 104,766,634
<TOTAL-ASSETS> 301,007,974
<CURRENT-LIABILITIES> 199,206,052
<BONDS> 108,528,346
<COMMON> 0
0
0
<OTHER-SE> (37,361,147)
<TOTAL-LIABILITY-AND-EQUITY> 301,007,974
<SALES> 44,199,560
<TOTAL-REVENUES> 45,415,094
<CGS> 0
<TOTAL-COSTS> 30,006,972
<OTHER-EXPENSES> 1,410,445
<LOSS-PROVISION> 29,972,319
<INTEREST-EXPENSE> (15,974,642)
<INCOME-PRETAX> 0
<INCOME-TAX> (19,930,175)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 7,641,766
<CHANGES> 0
<NET-INCOME> (12,288,939)
<EPS-PRIMARY> (26.07)
<EPS-DILUTED> (26.07)

</TABLE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 30, 1995

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

Illinois 0-16111 36-3314827
- ------------------- -------------- --------------------
(State or other) (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Organization

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

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

CASPER, WYOMING
-------------------------

ITEM 5. OTHER EVENTS. On June 30, 1995, Carlyle Real Estate Limited
Partnership - XV ("the Partnership") sold its 90% general partnership interest
in East Ridge Development Company, Ltd., ("East Ridge") a Maryland limited
partnership, which owns the land, building and related improvements of the
Eastridge Mall ("the Property"), located in Casper, Wyoming. The purchaser,
Price Development Company, Limited Partnership, is the Partnership's joint
venture partner in East Ridge and is not affiliated with the Partnership or
its General Partners, and the sale price was determined by arm's-length
negotiations. The Property is a 557,000 square foot enclosed shopping center
in which East Ridge owns 477,000 square feet of mall space. Target department
store (80,000 square feet) owns its own store. The Property owned by East
Ridge was approximately 91% occupied at the time of sale.

The purchaser paid $24,075,000 (before prorations) at closing, of which
$23,403,994 was used to retire the mortgage note secured by the Property and
the balance representing the deemed sale price of the Partnership's interest
in East Ridge. The Partnership received net proceeds (after prorations and
retirement of debt) of $1,025,448 on June 30, 1995.

The Partnership Agreement provides that the Limited Partners shall
receive 99% of the proceeds (net after expenses and retained working capital)
from the sale or refinancing of real property investments by the Partnership
until the Limited Partners (i) have received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership, and (ii) have received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equal a 6%
annual return on the Limited Partners' average adjusted capital investment for
each year (their initial capital investment as reduced by sale or refinancing
proceeds previously distributed) commencing with the third calendar quarter of
1986. After such distributions, the General Partners shall receive (to the
extent not previously received) proceeds up to 3% of the aggregate gross sales
price of properties previously sold by the Partnership with any remaining
proceeds allocated 85% to the Limited Partners and 15% to the 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 in the Partnership. Therefore, 1% of the proceeds of this sale
would be distributable to the General Partners. If upon the completion of the
liquidation of the Partnership and the distribution of all Partnership funds,
the Limited Partners have not received the amounts in (i) and (ii) above, the
General Partners will be required to return all or a portion of the 1%
distribution of sale or financing proceeds described above in a amount equal
to such deficiency in payments to the Limited Partners pursuant to (i) and
(ii) above.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. Not applicable
(b) Proforma financial information. Not applicable.
(c) Exhibits.

1. Partnership Interest Purchase Agreement among Carlyle Real
Estate Limited Partnership - XV and Price Development Company, Limited
Partnership dated June 30, 1995.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XV

By: JMB Realty Corporation
Corporate General Partner

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

Dated: July 24, 1995