SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549



                              FORM 10K/A

                            AMENDMENT NO. 1


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



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



                                      IRS Employer Identification      
Commission File No. 0-12791                  No. 36-3207212            





     The undersigned registrant hereby amends the following sections of its
Report for December 31, 1995 on Form 10-K as set forth in the pages
attached hereto:

                               PART III

     ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

                            Pages 89 to 92



     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 - XIII

                      By:   JMB Realty Corporation
                            Corporate General Partner



                            GAILEN J. HULL
                      By:   Gailen J. Hull
                            Senior Vice President





Dated:  May 28, 1996





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

     There were no changes in 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, directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates. 
JMB as the Corporate General Partner 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-XIII, L.P., the Associate General Partner, and elected to
continue the business of Realty Associates-XIII, 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 purchase or sale of real
property (or any interest therein) of the Partnership.

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

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










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

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

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 5, 1996.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 5,
1996.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the Corporate General Partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-X ("Carlyle-X"),
Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"), Carlyle Real
Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV
("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI ("Carlyle-
XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB
Mortgage Partners, Ltd. ("Mortgage Partners"), JMB Mortgage Partners,
Ltd.-II ("Mortgage Partners-II"), JMB Mortgage Partners, Ltd.-III
("Mortgage Partners-III"), JMB Mortgage Partners, Ltd-IV ("Mortgage
Partners-IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus") and
Carlyle Income Plus, L.P.-II ("Carlyle Income Plus-II") and the managing
general partner of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB
Income Properties, Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI
("JMB Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB
Income Properties, Ltd.-IX ("JMB Income-IX"), JMB Income Properties, Ltd.-X
("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"), JMB
Income Properties, Ltd.-XII ("JMB Income-XII"), and JMB Income Properties,
Ltd.-XIII ("JMB Income-XIII").  JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships.  

     Most of the foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB including 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-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB
Income-VII, JMB Income-IX, JMB Income-X, JMB Income-XI, JMB Income-XII, JMB
Income-XIII, Mortgage Partners, Mortgage Partners-II, Mortgage

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Partners-III, Mortgage Partners-IV, Carlyle Income Plus, Carlyle Income
Plus-II and IDS/BIG.

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

     Judd D. Malkin (age 58) is an individual general partner of JMB
Income-II, 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-II, 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 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 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.  He is also 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 as well as a director for
a number of investment companies advised or managed by T. Rowe Price
Associates and its affiliates.  Mr. Schreiber 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
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.

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     Howard Kogen (age 60) has been associated with JMB since March, 1973. 
He is a Certified Public Accountant.


ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Corporate General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses.  Reference is made to Notes 5 and 9 for a
description of such distributions and allocations.  In 1995, the General
Partners received distributions of $110,945, and the Corporate General
Partner received a management fee.  The General Partners received a share
of Partnership gains for tax purposes aggregating $8,200 in 1995.

     The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership,
as described in Note 9.  The relationship of the Corporate General Partner
(and its directors and officers) to its affiliates is set forth above in
Item 10.

     An affiliate of the Corporate General Partner provided property
management services during 1995 for the Long Beach Plaza in Long Beach,
California and the Copley Place multi-use complex in Boston, Massachusetts,
at various fees calculated based upon the gross income from the properties.
In 1995, such affiliate earned property management and leasing fees
amounting to $1,459,783 for such services.  As set forth in the Partnership
Agreement, 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.

     Payment of certain pre-1993 property management and leasing fees
payable under the terms of the management agreements ($2,877,000,
approximately $8 per $1,000 interest) at December 31, 1995 has been
deferred.  All amounts currently payable do not bear interest and are
expected to be paid in future periods.  All property management fees and
leasing fees are being paid currently.  In February 1995, the Partnership
paid $10,000,000 of previously deferred property management and leasing
fees to an affiliate of the General Partner.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned insurance brokerage commissions in 1995 aggregating $65,185
in connection with the providing of insurance coverage for certain of the
real property investments of the Partnership, all of which was paid at
December 31, 1995.  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
and related salary expenses relating to the administration of the
Partnership and the acquisition and operation of the Partnership's real
property investments.  In 1995, the Corporate General Partner of the
Partnership or its affiliates were due reimbursement for such out-of-pocket
expenses in the amount of $208,625, of which $91,622 was unpaid at December
31, 1995.  The General Partners are also entitled to reimbursements for
portfolio management, legal and accounting services.  Such costs for 1995
were $74,396, $9,267 and $164,441, respectively, all of which were paid as
of December 31, 1995.

     As more fully discussed in Note 3(c), the Partnership has an
obligation to fund, on demand, $600,000 and $600,000 to Carlyle Managers,
Inc. and Carlyle Investors, Inc., respectively, of additional paid-in
capital (reflected in amounts due to affiliates in the accompanying

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