CARLYLE REAL ESTATE LTD PARTNERSHIP XV, 10-Q, 1999-11-15

CARLYLE REAL ESTATE LTD PARTNERSHIP XV
10-Q, 1999-11-15
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended
September 30, 1999 Commission file #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 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/915-1987

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 [ ]

<PAGE>

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . 18

PART II OTHER INFORMATION

Item 5. Other Information. . . . . . . . . . . . . . . . . 24

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 25

<PAGE>

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

(UNAUDITED)

ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 14,609,696 26,998,190
Interest, rents and other receivables . . . . . . . . . . . . . . . . 661,882 787,105
Current portion of notes receivable . . . . . . . . . . . . . . . . . 63,741 63,741
Escrow deposits and restricted securities . . . . . . . . . . . . . . 17,852,941 2,384,098
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,349,147 --
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 34,537,407 30,233,134
------------ ------------
Properties held for sale or disposition . . . . . . . . . . . . . . 143,774,778 46,193,322
------------ ------------

Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 442,861 9,734,036
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,838,989 1,116,015
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 4,343,998 1,729,398
Long-term portion of note receivable. . . . . . . . . . . . . . . . . . 151,372 181,628
------------ ------------
$186,089,405 89,187,533
============ ============

<PAGE>

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

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

SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 64,471,101 --
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 2,662,065 2,322,676
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . 677,634 --
Note payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500,000 --
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . 499,282 639,554
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 70,810,082 2,962,230
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 1,307,055 303,287
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 8,467,083 6,108,130
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,884 532,623
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 430,429
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 146,694,387 118,190,463
------------ ------------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 227,442,491 128,527,162
Venture partner's subordinated equity in venture. . . . . . . . . . . . 10,547,662 --
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (19,874,199) (19,637,903)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,445,867) (1,445,867)
------------ ------------
(21,300,066) (21,063,770)
------------ ------------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . . 384,978,681 384,978,681
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (348,960,298) (343,289,185)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (66,619,065) (59,965,355)
------------ ------------
(30,600,682) (18,275,859)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (51,900,748) (39,339,629)
------------ ------------
$186,089,405 89,187,533
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $8,498,187 2,229,113 24,866,082 6,901,910
Interest income . . . . . . . . . . . . . . . . 340,609 279,507 1,094,207 895,367
Other income. . . . . . . . . . . . . . . . . . -- -- -- 881,537
---------- ---------- ---------- ----------
8,838,796 2,508,620 25,960,289 8,678,814
---------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 5,489,566 3,167,993 15,977,132 9,508,221
Property operating expenses . . . . . . . . . . 3,645,103 1,055,624 10,014,143 2,724,178
Professional services . . . . . . . . . . . . . 37,365 8,702 282,828 276,430
Amortization of deferred expenses . . . . . . . 297,354 126,446 822,119 369,702
Management fees to corporate general
partner . . . . . . . . . . . . . . . . . . . -- 708,497 -- 708,497
General and administrative. . . . . . . . . . . 311,713 145,800 738,392 732,754
---------- ---------- ---------- ----------
9,781,101 5,213,062 27,834,614 14,319,782
---------- ---------- ---------- ----------
(942,305) (2,704,442) (1,874,325) (5,640,968)
Partnership's share of earnings (loss) from
operations of unconsolidated ventures . . . . . (2,330,332) 785,762 (1,927,610) 1,992,097
Venture partner's share of venture operations . . (470,047) -- (2,105,474) 414,242
---------- ---------- ---------- ----------
Earnings (loss) before gains on sale or
disposition of investment properties. . (3,742,684) (1,918,680) (5,907,409) (3,234,629)

Gain on sale of interest in unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . -- -- -- 3,006,762
Gain on disposition of investment property. . . . -- -- -- 23,212,184
---------- ---------- ---------- ----------
Earnings (loss) before extraordinary
items . . . . . . . . . . . . . . . . . (3,742,684) (1,918,680) (5,907,409) 22,984,317
---------- ---------- ---------- ----------

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
Extraordinary items:
Gain on forgiveness of indebtedness . . . . . . -- -- -- 17,451,802
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $(3,742,684) (1,918,680) (5,907,409) 40,436,119
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gains on sale
or disposition of investment
properties . . . . . . . . . . . . . . $ (8.10) (4.15) (12.78) (7.00)
Gain on sale of interest in uncon-
solidated ventures. . . . . . . . . . -- -- -- 6.71
Gain on disposition of investment
property. . . . . . . . . . . . . . . -- -- -- 51.80
Extraordinary items . . . . . . . . . . -- -- -- 38.95
----------- ---------- ---------- ----------
$ (8.10) (4.15) (12.78) 90.46
=========== ========== ========== ==========

Cash distributions per limited
partnership interest. . . . . . . . . . $ -- 30.00 15.00 40.04
=========== ========== ========== ==========

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

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $(5,907,409) 40,436,119
Items not requiring (providing) cash or cash equivalents:
Cash generated by investment property prior to acquisition of
venture partner's interest. . . . . . . . . . . . . . . . . . . . . . (1,320,717) --
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 682,207 369,702
Long-term debt - deferred accrued interest. . . . . . . . . . . . . . . 6,267,206 6,163,118
Partnership's share of (earnings) loss from operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . 1,927,610 (1,992,097)
Venture partner's share of ventures' operations, gain on sale
or disposition of investment properties and extraordinary items . . . 2,105,474 (414,242)
Gain on sale of interests in unconsolidated ventures. . . . . . . . . . -- (3,006,762)
Total gain on disposition of investment property. . . . . . . . . . . . -- (23,212,184)
Extraordinary item, including venture partner's share . . . . . . . . . -- (17,451,802)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 848,616 147,686
Current portion of notes receivable . . . . . . . . . . . . . . . . . . -- (63,741)
Escrow deposits and restricted securities . . . . . . . . . . . . . . . (4,238,041) (500,762)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,691) --
Other restricted securities . . . . . . . . . . . . . . . . . . . . . . -- 131,318
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 971,165 598,863
Long-term portion of note receivable. . . . . . . . . . . . . . . . . . 30,256 (191,139)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (409,700) (675,880)
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (3,000) (413,804)
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . (140,272) 7,630
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (368,739) (368,740)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 2,555 (84,098)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (430,429) 61,670
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . (8,909) (459,145)
------------ -----------

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1999 1998
------------ -----------
Cash flows from investing activities:
Cash acquired at acquisition of venture partner's interest in
investment property . . . . . . . . . . . . . . . . . . . . . . . . . . 4,872,012 --
Additions to investment properties, excluding amounts from escrow
deposits and restricted securities. . . . . . . . . . . . . . . . . . . (650,608) (345,584)
Cash proceeds from sale of investment property. . . . . . . . . . . . . . -- 200
Partnership's distributions from unconsolidated venture . . . . . . . . . -- 5,292,627
Partnership's contributions to unconsolidated ventures. . . . . . . . . . (9,223,900) (296,488)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (356,786) (51,563)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (5,359,282) 4,599,192
------------ -----------

Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (413,343) --
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . -- (38,797)
Contributions from venture partners . . . . . . . . . . . . . . . . . . . 46,750 453,039
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (6,653,710) (17,759,457)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (425,098)
------------ -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . . . . . . . . . . . . . . (7,020,303) (17,770,313)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . (12,388,494) (13,630,266)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 26,998,190 24,992,726
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 14,609,696 11,362,460
============ ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 9,712,926 3,758,907
============ ===========
Non-cash investing and financing activities:
Non-cash gain recognized on sale of interests in
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . $ -- 3,006,762
============ ===========

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1999 1998
------------ -----------

Disposition of investment property:
Purchase price of mortgage loan . . . . . . . . . . . . . . . . . . . $ -- 74,891,213
Discharge of mortgage loan. . . . . . . . . . . . . . . . . . . . . . -- (74,891,013)
------------ -----------
Cash proceeds from disposition of investment property . . . . . . . $ -- 200
============ ===========

Acquisition of venture partner's interest:
Addition to basis in investment property. . . . . . . . . . . . . . . . . $ 34,434,099 --
Note payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,500,000) --
Increase in venture partner's deficit in venture and partnership's
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,134,099) --
Affiliated venture partner share of cash paid . . . . . . . . . . . . . . (4,599,540) --
------------ ------------
Partnership's contribution to unconsolidated venture
to acquire venture partner's interest in venture. . . . . . . . . $ 9,200,460 --
============ ============

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

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1999 AND 1998

(UNAUDITED)

GENERAL

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998,
which are included in the Partnership's 1998 Annual Report on Form 10-K
(File No. 0-16111) filed on March 22, 1999, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report. Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1998 Annual Report on Form 10-K.

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.

The Partnership adopted 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" as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell or dispose of such property and active marketing activity has
commenced or is expected to commence in the near term or the Partnership
has concluded that it may dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with
SFAS 121, any properties identified as "held for sale or disposition" are
no longer depreciated. The unconsolidated venture's commitment to a plan
for sale or disposal of the Piper Jaffray Tower has, to date, however not
resulted in a sale or disposition. As a result, the unconsolidated venture
has made an adjustment to record depreciation expense as of June 30, 1999
that would have been recognized had the Piper Jaffray Tower not been
considered "held for sale or disposition". Further, the unconsolidated
venture has begun to record depreciation expense for this property
commencing July 1, 1999. As of September 30, 1999, the Partnership and its
consolidated ventures have or have previously committed to plans to sell or
dispose of all their remaining investment properties. Accordingly, all
consolidated properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements as of the
respective dates of such plans' adoption. The results of operations, net
of venture partners' share, for these properties and for properties sold or
disposed of in the past two years were $1,752,344 and $22,950,
respectively, for the nine months ended September 30, 1999 and 1998.

In addition, the accompanying consolidated financial statements
include $505,590 and $2,152,225, respectively, of the Partnership's share
of total property operations of $758,348 and $2,698,796 for unconsolidated
properties for the nine months ended September 30, 1999 and 1998,
respectively, which are held for sale or disposition or have been sold or
disposed of during the past two years.

<PAGE>

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, and
will be, required under applicable law to remit directly to the taxing
authorities amounts representing withholding from distributions paid to
partners. Due to this requirement, $130,871 representing such withholding
was remitted in 1999 to the state of Maryland on behalf of the Holders of
Interests.

Certain amounts in the 1998 consolidated financial statements have
been reclassed to conform with the 1999 presentation.

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 and 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 September 30, 1999 and for the nine months ended
September 30, 1999 and 1998 were as follows:

Unpaid at
September 30,
1999 1998 1999
-------- ------ -------------
Property management and
leasing fees. . . . . . . . $ -- -- 1,057,092
Management fees to
corporate general
partner . . . . . . . . . . -- 708,497 --
Advances payable. . . . . . . -- -- 675,876
Insurance commissions . . . . 16,893 -- --
Reimbursement (at cost) for
out-of-pocket salary and
salary-related expenses
related to the on-site
personnel and other costs
for the Partnership and
its investment properties. . 78,896 64,665 5,776
-------- ------- ---------
$ 95,789 773,162 1,738,744
======== ======= =========

Through November of 1994, certain of the properties owned by the
Partnership's consolidated and unconsolidated ventures were managed by an
affiliate of the Corporate General Partner. Included in accounts payable
are amounts due to affiliates of $1,732,968 at September 30, 1999 and
December 31, 1998, which consists of management fees and leasing
commissions of $1,057,092 (discussed below) and advances of $675,876
payable to the affiliated manager (included in the table above). The
cumulative deferred amounts do not bear interest and are expected to be
paid in future periods.

An affiliate of the General Partners was entitled to payment of
property management and leasing fees relating to 260 Franklin through
November 1994 and subsequently JMB guaranteed payment to the unaffiliated
third party property manager for the property management and leasing fees.
Pursuant to a loan modification for the property, property management and
leasing fees were required to be escrowed through December 1995. Beginning
in January 1996, the unaffiliated property manager was paid management and

<PAGE>

leasing fees by the property. In connection with the sale of the 260
Franklin Street building, the Partnership assumed the liability for its
prorata share of the unpaid fees, which amount was transferred to the
accounts of the Partnership upon the sale of 260 Franklin. As of
September 30, 1999, $1,057,092 of management and leasing fees remained
payable (as a result of the escrowing of certain 1995 and prior years'
management and leasing fees payable to an affiliate of the General Partners
and JMB's payment pursuant to its guarantee of the fees to the unaffiliated
property manager).

The affiliate also managed Piper Jaffray Tower prior to December 1994,
and pursuant to the terms of a loan modification, agreed to defer receipt
of its property management fees earned of approximately $1,839,000 as of
September 30, 1999 (of which the Partnership's share is approximately
$919,500). The unconsolidated venture's obligation to the affiliate is not
reflected in the Consolidated Balance Sheets as of September 30, 1999 and
December 31, 1998. Such deferred amount does not bear interest and is
expected to be paid in future periods.

Effective January 1, 1994, certain officers and directors of the
Corporate General Partner acquired interests in a company which, among
other things, had provided management services to Erie McClurg Park
Facility (sold in September 1992). In connection with the sale of Erie
McClurg, a management termination agreement was reached which required the
Partnership to make monthly payments to such company through 2010. Such
acquisition of interests in the company had no effect on the fees payable
by the Partnership under any existing agreements with such company. The
Partnership disputed the amount due under such management termination
agreement for the nine months ended September 30, 1999 and 1998, which such
company asserted was approximately $45,000 and $58,000, respectively.
Effective September 29, 1999, the Partnership and such company executed a
termination agreement whereby the Partnership agreed to pay a $659,028
termination fee in full satisfaction of all previous and future amounts due
through 2010 under the original termination agreement.

JMB/900

Occupancy of this building at the end of the third quarter of 1999 was
98%.

Progress Partners had been negotiating with the building's major
tenant, Schulte, Roth & Zabel (139,948 square feet with a lease expiration
date of May 31, 2000), for an early renewal and expansion of its lease.
However, in the second quarter of 1998, the tenant informed Progress
Partners of its intent to vacate all of its space upon the expiration of
its current lease.

Pursuant to the extension of the mortgage loan, net cash flow (as
defined) is paid into an escrow account controlled by the lender. The
escrow account, including interest earned thereon, was to be used by
Progress Partners for payment of property taxes and releasing costs
associated with leases which expire in 1999 and 2000 (approximately 50% of
the building including the Schulte, Roth & Zabel lease discussed above).
The remaining proceeds in this escrow plus interest earned thereon, if any,
was to be released to Progress Partners once 90% of such space had been
renewed or released. During 1999, prior to the sale of the property,
approximately $7,934,000 had been deposited into escrow from net cash flow
from property operations. The escrow balance at closing of the property
sale was approximately $16,083,000. Such escrow was released to Progress
Partners upon the sale of the property as discussed below.

<PAGE>

In December, 1997, two of the Venture Partners, JRA and PPI, filed for
bankruptcy in order to prevent the foreclosure of their interests by MDIFC.
Since the bankruptcy filing, an affiliate of PPI effected a settlement with
MDIFC by purchasing its claims. JMB/900 pursued certain claims against the
Venture Partners in the bankruptcy forum and sought to either foreclose on
or buy-out the interests of the Venture Partners in Progress Partners, or
to otherwise dispose of those interests pursuant to a bankruptcy plan. The
Venture Partners asserted claims against Progress Partners and JMB/900
including claims for unpaid Guaranteed Payments in the purported amount of
$36 million. JMB/900 denied that such claims were due and owing.

In July 1998, JMB/900 entered into an agreement with the Venture
Partners and a judgment creditor of JRA and PPI (such judgment creditor,
JRA and PPI, are hereinafter collectively referred to as the "Progress
Parties") to resolve outstanding claims. The agreement was subject to
occurrence of various terms and conditions, which failed to occur. In a
further effort to resolve outstanding claims and to place JMB/900 in a
position to control and market the 900 Third Avenue Building, JMB/900
entered into a settlement agreement with the Progress Parties effective as
of March 17, 1999 ("Settlement Agreement"). The Settlement Agreement
generally provides for the settlement and release of all claims and causes
of action by and against JMB/900 and the Progress Parties related to or
arising from the joint venture relationship or the property including,
without limitation, any claims by the Venture Partners to Guaranteed
Payments and any claims by Progress Partners for capital contributions from
JMB/900. Under the Settlement Agreement and related transactions, JMB/900
and an affiliate acquired all of the right, title and interest of the
Progress Parties in the property, Progress Partners and PC-900 and resolved
all outstanding litigation in exchange for a total payment of $16.0
million, $13.5 million of which was paid at closing of the Settlement
Agreement with the remaining $2.5 million paid upon the sale of the
property as discussed below. In a related agreement and for the payment of
$300,000 and the release of various claims, the litigation and claims by
and between the FDIC and JMB/900 were resolved and dismissed. As part of
the settlement, the limited partnership interests in PC-900 were assigned
to 14-15 Office Associates, L.P. ("Office Associates"), in which JMB/900
owns a 99% limited partnership interest. P-C 900's interest in Progress
Partners was then transferred to JMB/900 and Office Associates, which
became the sole remaining partners in Progress Partners. Amendments to the
joint venture agreement of Progress Partners were made to effectuate the
terms of the settlement and the substitution of partners.

In July 1999, JMB/900, through Progress Partners, entered into a
contract to sell the 900 Third Avenue Building to an unaffiliated third
party. On November 2, 1999, JMB/900 sold the property for approximately
$163,000,000. Upon closing, JMB/900 received cash of approximately
$61,700,000 (net of closing costs but before prorations). The cash
received is also net of the repayment of the mortgage loan secured by the
property of approximately $87,000,000, a prepayment penalty of
approximately $5,800,000 and the final payment to the Progress Parties
pursuant to the Settlement Agreement of approximately $2,500,000. As a
result of this sale, JMB/900 expects to recognize a gain of approximately
$55,000,000 and $78,000,000 for financial reporting and Federal Income tax
purposes, respectively. The Partnership's share of such items is expected
to be approximately $36,700,000 and $52,000,000, respectively. As is
customary in such transactions, JMB/900 agreed to certain representations,
warranties and covenants with stipulated survival periods, which expire on
September 15, 2000. Although it is not expected, JMB/900 may ultimately
have some liability under such representations, warranties and covenants,
which are limited to actual damages and shall in no event exceed
$2,000,000. As required by the sale agreement, JMB/900 has placed this
amount into an escrow account.

As the venture had committed to a plan to sell or dispose of the
property, the 900 Third Avenue Building was classified as held for sale or
disposition as of July 1, 1998, and therefore, has not been subject to
continued depreciation beyond such date for financial reporting purposes.

<PAGE>

CALIFORNIA PLAZA

Occupancy of the building at the end of the third quarter of 1999 was
89%. Net cash flow continues to be escrowed with the lender (included in
escrow deposits and restricted securities) pursuant to the 1993 loan
modification. The mortgage note, with a balance of approximately
$63,600,000 matures in January 2000. In 1998, the venture reached a
settlement agreement with a former tenant and accepted a promissory note in
the principal amount of $275,000 with payments of principal and interest
amortized over five years. As of September 30, 1999, the outstanding
balance of the note receivable was $215,113, which is included in the
current portion of notes receivable and the long-term portion of note
receivable.

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 rate from March 1993 of
10.375% and pay rate of 8% per annum). Additionally, the joint venture
entered into a cash management agreement which requires monthly net cash
flow to be escrowed (as defined). The excess of the monthly cash flow
above the 8% interest pay rate from March 1993 has been put into escrow for
the 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. The escrow balance of approximately
$3,600,000 at September 30, 1999 is reflected in escrow deposits and
restricted securities in the accompanying consolidated financial
statements.

On May 20, 1999, the joint venture entered into an agreement with an
unaffiliated third party to sell the property. The sale was subject to
numerous contingencies, including due diligence review by the prospective
purchaser. During its due diligence review, the prospective purchaser
exercised its right under the sale agreement to terminate the contract to
purchase the property. The Partnership on behalf of the joint venture is
marketing the property for sale to other prospective purchasers. However,
there can be no assurance that the property will be sold prior to the
maturity date of the mortgage loan secured by the property. In the event
that a sale of the property does not occur prior to the maturity date of
the mortgage loan, the joint venture expects to seek an extension or
refinancing of the loan. The joint venture has commenced discussions with
the existing lender to extend the loan on a short term basis pending the
sale of the property. There can be no assurance that such extension or
refinancing will be obtained upon maturity of the mortgage loan. The joint
venture partner, under the joint venture agreement, had a right of first
refusal to purchase the property but has waived such right. Such waiver is
effective through May 2000, provided any subsequent sale contract is
substantially the same as the original contract to sell the property which
was terminated as discussed above.

PIPER JAFFRAY TOWER

Occupancy of the building at the end of the third quarter of 1999 was
89%.

<PAGE>

JMB/Piper had discussed an early renewal with PJI, which occupies
335,684 square feet or approximately 46% of the building's rentable square
feet, with a lease expiration date at May 31, 2000. Piper and PJI were
unable to come to terms and PJI announced that it would be moving to a new
building (to be built in Minneapolis) upon expiration of its existing lease
in 2000. The property manager is actively pursuing replacement tenants for
the PJI space; however, given the competitive nature of the downtown
Minneapolis market, it is unlikely that all of the PJI space can be
released quickly enough to generate enough cash flow to fund the required
debt service payments.

The property is subject to a mortgage loan in the original principal
amount of $100,000,000, of which approximately $95,741,000 is outstanding
as of September 30, 1999. The lender is essentially entitled to all
operating cash flow. During 1998, no excess cash flow was generated.
However, the lender disputed certain amounts included in the calculation of
cash flow for the years 1997 and 1998. This resulted in JMB/Piper owing an
additional amount of cash flow (approximately $122,000) for 1997. In
settling such dispute, the lender and JMB/Piper agreed to have the
additional cash flow paid directly from the escrow account with the balance
paid to JMB/Piper for excess capital costs incurred (approximately
$77,000), which JMB/Piper received in the fourth quarter of 1999.

In addition, the mortgage loan provides that upon sale or refinancing,
the lender is entitled to prepayment fees as well as a significant level of
proceeds in excess of the then unpaid principal balance prior to
JMB/Piper's receipt of proceeds. While the loan modification provides
JMB/Piper with an opportunity to retain an ownership position in the
property, under the current terms of the modified debt, there must be
significant additional improvement in current market and property operating
conditions resulting in a substantial increase in the value of the property
before JMB/Piper can share in sale or refinancing proceeds. Currently,
Piper generates enough operating cash flow to meet the required debt
service payments. However, Piper will not be able to pay the required debt
service upon the expiration of PJI's lease in May 2000, as discussed above.

JMB/Piper will not commit additional capital to Piper unless, among other
things, it believes that upon sale of the property it will receive a return
of such funds and a reasonable rate of return thereon. If a funding
requirement arises and none of the Piper partners contribute the required
capital, the lender would likely take title to the property. Such
disposition of the property would result in JMB/Piper, and therefore the
Partnership, recognizing a significant amount of gain for financial
reporting and Federal income tax purposes with no corresponding
distributable proceeds.

As a result of a flood in 1997, the property incurred significant
repair costs in 1998. Piper completed such repairs and substantially all
of the balance (approximately $1,100,000) was reimbursed by the insurance
carrier in the second quarter of 1999. JMB/Piper made certain advances to
Piper for such costs, which were repaid upon reimbursement from the
insurance carrier. In 1999, JMB/Piper made additional advances for payment
of real estate taxes. At September 30, 1999, JMB/Piper was owed
approximately $350,000 related to such advances. This remaining amount was
repaid in the fourth quarter of 1999.

260 FRANKLIN STREET BUILDING

On January 2, 1998, 260 Franklin disposed of, through a trust, the
land, building and related improvements of the 260 Franklin Street
Building. 260 Franklin transferred title to the land, building and
improvements, and other assets and liabilities related to the property in
consideration of a discharge of the mortgage loan and receipt of $200 in
cash. 260 Franklin recognized in 1998 gains in the aggregate of
approximately $23,200,000 for financial reporting purposes, in part as a
result of previous impairment losses recognized by the joint venture in
1996 aggregating $17,400,000, and an extraordinary gain on forgiveness of
indebtedness of approximately $17,500,000 for financial reporting purposes,

<PAGE>

all of which is included in the consolidated financial statements of the
Partnership. In addition, 260 Franklin recognized a gain of approximately
$24,400,000 for Federal income tax reporting purposes, of which the
Partnership's share was approximately $17,000,000, with no distributable
proceeds in 1998. 260 Franklin and the Partnership have no future
liability for any representations, warranties or covenants to the purchaser
as a result of the disposal of the property.

WELLS FARGO CENTER

The mortgage note secured by the property (with a balance of
approximately $173,000,000 as of September 30, 1999), as extended, matures
September, 2003. All excess cash flow is being escrowed for future tenant
improvements and principal payments. In addition, upon sale or refinancing
of the property subsequent to September 1, 1999, the mortgage loan requires
payment of participation interest (as defined) of any excess proceeds. The
unaffiliated venture partner, on behalf of the venture, has been in
discussions with the mortgage lender regarding a possible extension of the
September 1, 1999 participation date referred to above. There can be no
assurance that any agreement with respect to such extension will be
reached.

A promissory note secured by the Partnership's interest in the joint
venture, which has an adjusted principal balance of approximately
$40,830,000, and accrued interest of approximately $20,000,000 at
September 30, 1999 is due September 2003. The note accrues interest at 17%
per annum. The loan requires payments of cash flow distributed by the
venture from either property operations or sales proceeds as well as a
portion of the property management fee paid to the venture partner. The
loan is nonrecourse and secured solely by the Partnership's interest in the
joint venture.

Due to the significant level of indebtedness, it is unlikely that the
Partnership will receive any significant future proceeds from operations,
sale or refinancing. The disposition of the Partnership's ownership
interest in the property is therefore expected to result in a gain for
Federal income tax purposes with no corresponding distributable proceeds.
The Partnership has decided not to commit any significant additional
amounts to the property.

Due to the restructuring of the Partnership's interest in Wells Fargo
Center - South Tower in 1996, the Partnership has ceased loss recognition
relative to its real estate investment and has reversed those previously
recognized losses that the Partnership is no longer obligated to fund. The
Partnership has no future funding obligation for its investment in Wells
Fargo Center - South Tower. Accordingly, the Partnership has discontinued
the application of the equity method of accounting and additional losses
from the investment in Wells Fargo Center - South Tower will not be
recognized.

NEWPARK MALL

Pursuant to a liquidation agreement dated November 13, 1998, the
Partnership, its affiliated venture partner and its unaffiliated venture
partner dissolved NewPark Associates and distributed all of its assets to
the joint venture partners. On November 18, 1998, the Partnership and its
affiliated venture partner sold their interest in the net assets of the
NewPark Mall to the unaffiliated joint venture partner for $16,000,000 (of
which the Partnership's share was $14,400,000) less brokerage commissions
and closing costs of approximately $455,000. As a result of the sale, the
Partnership recognized a gain for financial reporting purposes of
approximately $7,656,000 in 1998, in part as a result of a previous
impairment loss recognized by the Partnership of $3,780,000. The
Partnership recognized a gain on sale of approximately $4,781,000 for
Federal income tax purposes in 1998.

<PAGE>

UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

Summary income statement information for JMB/Piper and JMB/Piper II
for the nine months ended September 30, 1999 and 1998 are as follows:

1999 1998
----------- ----------
Total income from properties
(unconsolidated). . . . . . . . . . . $13,940,364 14,460,554
=========== ==========
Operating profit (loss) of ventures . . $(5,029,668) (1,175,696)
=========== ==========
Partnership's share of
operating profit (loss) . . . . . . . $(2,514,834) (587,848)
=========== ==========

ADJUSTMENTS

In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments and adjustments to
reflect the treatment given certain transactions in the Partnership's 1998
Annual Report) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 1999 and December 31, 1998 and for
the three and nine months ended September 30, 1999 and 1998.

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the notes (the "Notes") to the accompanying
financial statements for additional information concerning the
Partnership's investments.

The board of directors of JMB Realty Corporation ("JMB"), the
Corporate General Partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.

During 1998 and 1999, various third parties have made unsolicited
tender offers to purchase less than 5% of Interests in the Partnership at
prices ranging from $11.50 to $30.00 per Interests. All such offers have
expired. The Special Committee recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. As of the date of this report, the Partnership is aware that
2.34% of the Interests have been purchased by unaffiliated third parties
who have made unsolicited offers for Interests, either pursuant to such
offers or through negotiated purchases. It is possible that other offers
for Interests may be made by unaffiliated third parties in the future,
although there is no assurance that any other third party will commence an
offer for Interests, the terms of any such offer or whether any such offer,
if made, will be consummated, amended or withdrawn.

At September 30, 1999, the Partnership and its consolidated ventures
had cash and cash equivalents of approximately $14,600,000. Such funds and
certain escrowed amounts (which are restricted as to their use) were
available for the payment of the Partnership's share of leasing costs and
capital improvements for its investment properties as well as for future
distributions to partners and working capital requirements. In addition,
the General Partners and their affiliates have previously deferred
management and leasing fees and advances payable to them in an aggregate
amount of approximately $2,653,000 (approximately $6 per Interest) relating
to the Partnership's investment properties, which amount includes the
Partnership's proportionate share of such fees and related items for its
consolidated and unconsolidated entities. Such amount does not bear
interest and is expected to be paid in the future.

As discussed below, in March 1999, JMB/900 settled various claims and
acquired the interests of the FDIC and the unaffiliated venture partners in
Progress Partners, which owned the 900 Third Avenue office building, for
$16,300,000, of which $13,800,000 was paid upon closing of the various
transactions. In connection with these transactions, the Partnership
contributed its proportionate share (approximately $9,200,000) of the
$13,800,000 to JMB/900 to effect these transactions. The remaining amount
was paid at the sale of the property.

The Partnership's consolidated venture that owns the California Office
Building has currently budgeted in 1999 approximately $1,025,000 for tenant
improvements and other capital expenditures. The Partnership's share of
such items and its share of such similar items for the Piper Jaffray Tower
in 1999 is currently budgeted to be approximately $1,063,000. All such
amounts are expected to be paid out of operating cash flow from the
property or the respective escrow accounts for each property. Actual
amounts expended in 1999 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 and whether and when properties are sold.

<PAGE>

As discussed in the Notes, after expiration of PJI's lease at the
Piper Jaffray Tower in May 2000, the operating cash flow from the property
is not expected to be sufficient to pay the required debt service under the
mortgage loan secured by the property. JMB/Piper will not commit
additional capital to Piper unless, among other things, it believes that
upon sale of the property it will receive a return of such funds and a
reasonable rate of return thereof. If a fund requirement arises and the
Piper partners do not contribute the required capital, the lender will
likely take title to the property.

In February 1999, the Partnership made a distribution totalling
$6,653,710 ($15 per Interest) of sale proceeds (primarily related to the
sale of NewPark Mall). All of the Partnership's remaining investment
properties are restricted as to their use of excess cash flow by escrow
agreements negotiated pursuant to loan modifications. Amounts held in
escrow for a particular property may be used for tenant improvements and
possibly other expenses related to the particular property. Due to the
property specific concerns discussed in the notes, the Partnership
currently considers the 900 Third Avenue and California Plaza investment
properties to be the only significant sources of cash generated or to be
generated from sales. Although the Partnership expects to distribute
proceeds from the sale of the 900 Third Avenue (which sale occurred on
November 2, 1999) and California Plaza investment properties, aggregate
distributions of sale and refinancing proceeds received by Holders of
Interest over the entire term of the Partnership are expected to be less
than one-fourth 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
Holders of Interests will be allocated gain for Federal income tax
purposes, regardless of whether any proceeds are distributable from such
sales or other dispositions. In particular, the Piper Jaffray Tower and
Wells Fargo Center (South Tower) investment properties continue to suffer
from the effects of the high levels of debt secured by each property (or
the Partnership's interest therein) and provide no cash flow to the
Partnership. While loan and joint venture modifications have been obtained
that enable the Partnership to retain an ownership interest in these
properties, it is currently unlikely under existing arrangements that the
Partnership will receive significant proceeds from operations or sales of
these properties. However, upon disposition of such properties or its
interests therein, the Partnership, and therefore, the Holders of Interests
will recognize a significant amount of taxable income with no distributable
proceeds. For certain Holders of Interests, such taxable gain may be
offset by their suspended passive activity losses (if any). Each Holder's
tax consequences will depend on such Holder's own tax situation.

<PAGE>

all outstanding litigation in exchange for a total payment of $16.0
million, $13.5 million of which was paid at closing of the Settlement
Agreement (of which the Partnership's share was approximately $9 million)
with the remaining $2.5 million (of which the Partnership's share was
approximately $1.7 million) to be paid upon the earlier of (i) closing of a
sale of the property by Progress Partners or (ii) January 3, 2000. In a
related agreement and for the payment of $300,000 (of which the
Partnership's share was $200,000) and the release of various claims, the
litigation and claims by and between the FDIC and JMB/900 were resolved and
dismissed. As part of the settlement, the limited partnership interests in
PC-900 were assigned to 14-15 Office Associates, L.P. ("Office
Associates"), in which JMB/900 owns a 99% limited partnership interest. P-C
900's interest in Progress Partners was then transferred to JMB/900 and
Office Associates, which became the sole remaining partners in Progress
Partners. Amendments to the joint venture agreement of Progress Partners
were made to effectuate the terms of the settlement and the substitution of
partners.

The Partnership modified the loan secured by the California Plaza
Office Building on December 22, 1993. As more fully discussed in the
Notes, 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) with a portion to be used to fund a
reserve account. The venture also funded $500,000 into the 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 September 30, 1999). The property has been
classified as held for sale or disposition as of December 31, 1996, and
therefore, has not been subject to continued depreciation. The mortgage
loan secured by the property matures on January 1, 2000. In the event that
a sale of the property does not occur during 1999, the joint venture that
owns the property expects to seek an extension or refinancing of the loan.
The joint venture has commenced discussions with the existing lender to
extend the loan on a short term basis pending the sale of the property.
There can be no assurance that such extension or refinancing will be
obtained upon maturity of the mortgage loan.

<PAGE>

RESULTS OF OPERATIONS

Significant fluctuations in the accompanying consolidated financial
statements are due to the acquisition by JMB/900 of the interests of the
FDIC and the unaffiliated venture partners in Progress Partners in March
1999. As a result of these transactions, the Partnership, through JMB/900,
owns a majority interest in Progress Partners, and thereby, includes all
accounts of the venture in the consolidated financial statements at
September 30, 1999.

The decrease in cash and cash equivalents at September 30, 1999 as
compared to December 31, 1998 is primarily due to the distribution in
February 1999 of previously undistributed sale proceeds, and the
acquisition by JMB/900 of the interests of the FDIC and the unaffiliated
venture partners in Progress Partners, partially offset by the inclusion of
cash acquired upon consolidation of Progress Partners as a result of those
acquisitions.

The increase in current portion of long-term debt at September 30,
1999 as compared to December 31, 1998 is due to the note at the California
Plaza Office Building now being classified as current due to its maturity
date of January 1, 2000.

The decrease in deferred income at September 30, 1999 as compared to
December 31, 1998 is due to the amortization of a lease amendment fee which
is being recognized as income over the remaining term of the tenant's
original lease at the California Plaza Office Building.

The decrease in other liabilities at September 30, 1999 as compared to
December 31, 1998 is due to the agreement to settle all previous and future
amounts due under the terms of the management termination agreement for the
Erie McClurg Park Facility.

The decrease in other income for the nine months ended September 30,
1999 as compared to the same period in 1998 is primarily due to a reduction
in the reserve for uncollectibility on the demand notes related to the
21900 Burbank Boulevard Building in 1998.

The decrease in management fees to corporate general partner for the
three and nine months ended September 30, 1999 as compared to the same
periods in 1998 is due to operating distributions being made in 1998 but
not in 1999.

The decrease in the Partnership's share of operations of
unconsolidated ventures for the three and nine months ended September 30,
1999 as compared to the same periods in 1998 is primarily due to the sale
of the Partnership's interest in the NewPark Mall in November 1998, and the
cessation of the equity method with respect to the Partnership's interest
(through JMB/900) in Progress Partners after March 17, 1999 when the
Progress Partners' accounts were consolidated with those of the
Partnership.

<PAGE>

The increase in venture partner's share of venture operations for the
three and nine months ended September 30, 1999 as compared to the same
periods in 1998 is due to the affiliated venture partner's interest in
Progress Partners now being included in the consolidated financial
statements.

The gain on sale of interest in unconsolidated ventures for the nine
months ended September 30, 1998 relates to the recognition of previously
deferred gain from the sale of JMB/Owing's interest in the Owings Mills
Limited Partnership in June 1993.

The gain on disposition of investment property for the nine months
ended September 30, 1998 relates to the recognition of gain from the
disposition of the 260 Franklin Street building in January 1998.

The extraordinary item - gain on forgiveness of indebtedness of
$17,451,802 for the nine months ended September 30, 1998 represents
interest waived by the lender pursuant to a loan modification agreement for
the debt secured by the 260 Franklin Street building in January 1998.

YEAR 2000

The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities. In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.

The Partnership uses the telephone, accounting, transfer agents,
individual personal computers, and other administrative systems, which
include both hardware and software, provided by affiliates of the Corporate
General Partner and certain third party vendors. The Partnership or its
affiliates have received representations to the effect that the telephone,
accounting, transfer agents, individual personal computers, and other
administrative systems are year 2000 compliant in all material respects.

The property managers for Piper Jaffray Tower and California Plaza
have conducted assessments of various aspects of these properties'
respective operating systems in regard to their year 2000 compliance. In
general, such assessments were performed through written inquiries to third
party vendors and service personnel for these properties and, to some
extent, testing of some of the components at these properties. Based upon
the information received from the property managers, the Partnership
believes that the major operating systems for these properties, including
HVAC controls, elevators and alarm and safety systems, are or will be year
2000 compliant in all material respects to the Partnership. Certain of the
operating systems at these properties require upgrading, which has been
undertaken and completed, or will be undertaken and completed in the near
future, without the incurrence of material expense to the Partnership. The
Partnership does not have information concerning the extent to which the
Wells Fargo Center-South Tower is year 2000 compliant. The Partnership has
requested such information but has not received a response from the
property manager. However, the Partnership does not believe that it is
obligated for year 2000 compliance for the Wells Fargo Center-South Tower.
Moreover, since it has discontinued the equity method of accounting with
respect to its interest in the Wells Fargo Center - South Tower and since
it does not expect to receive any significant distributions with respect to
such interest, the Partnership does not believe that any costs incurred by
the joint venture that owns the property for such year 2000 compliance will
have a material effect on the Partnership's financial condition or results
of operations.

<PAGE>

Given its limited operations, the Partnership believes that its
accounting, transfer agent and most of its other administrative systems
functions could, if necessary, be performed manually (i.e., without
significant information technology) for an extended period of time without
a material increase in costs to the Partnership. The Partnership has not
incurred, and does not expect to incur, any material direct costs for year
2000 compliance.

The Partnership is relying on the information obtained and
representations made by the property managers, as well as the
representations made by third party vendors and service personnel, for
Piper Jaffray Tower and California Plaza regarding the ability of those
properties to be year 2000 compliant in all material respects. The
Partnership is also relying on the assessments made by the property
managers of the third party vendors and service personnel to be contacted
in regard to those properties' year 2000 compliance. In the event that the
Partnership's investment properties are not year 2000 compliant in all
material respects, the relevant investment property or properties could
experience various operational difficulties, such as an inability to
process transactions or information and/or systems failures (such as
elevators, alarm and security systems). Such operational difficulties
could result in remediation and, under certain circumstances, possibly
other costs and expenses. If such were to occur, there is no assurance
that such costs and expenses would not, under certain circumstances, have a
material adverse effect on the Partnership or its investment in California
Plaza in the event this property is not sold during 1999.

<PAGE>

<TABLE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

OCCUPANCY

The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1999.

<CAPTION>
1998 1999
-------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 900 Third Avenue Building
New York, New York . . . . . 97% 100% 99% 97% 100% 100% 98%
2. Piper Jaffray Tower
Minneapolis, Minnesota . . . 91% 89% 89% 89% 89% 89% 89%
3. Wells Fargo Center
- South Tower
Los Angeles, California. . . 90% 90% 90% 85% 86% 86% 86%
4. California Plaza
Walnut Creek, California . . 100% 96% 96% 97% 97% 97% 89%

<FN>

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

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

</TABLE>

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3-A. 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.

3-B. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a Successor
Associated General Partner of the Partnership), and JMB Realty Corporation
as of December 31, 1995 is incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q (File No. 0-1611)
dated November 8, 1996.

27. Financial Data Schedule

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

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 10, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 1999

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999

<CASH> 14,609,696
<SECURITIES> 0
<RECEIVABLES> 19,927,711
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 34,537,407
<PP&E> 143,774,778
<DEPRECIATION> 0
<TOTAL-ASSETS> 186,089,405
<CURRENT-LIABILITIES> 70,810,082
<BONDS> 146,694,387
<COMMON> 0
0
0
<OTHER-SE> (51,900,748)
<TOTAL-LIABILITY-AND-EQUITY>186,089,405
<SALES> 24,866,082
<TOTAL-REVENUES> 25,960,289
<CGS> 0
<TOTAL-COSTS> 10,836,262
<OTHER-EXPENSES> 1,021,220
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,977,132
<INCOME-PRETAX> (1,874,325)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,907,409)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,907,409)
<EPS-BASIC> (12.78)
<EPS-DILUTED> (12.78)

</TABLE>