EXHIBIT 24


                                                POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of JMB Realty Corporation, the corporate general partner of Carlyle
Income Plus, Ltd., does 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 or directors, a Report on Form 10-K of said
partnership for the fiscal year ended November 30, 1998 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 has executed this Power of Attorney 
the 31st day of December, 1998.


                              _______________________
                                    Neil G. Bluhm                      
                                President and Director


                              _______________________
                                   Judd D. Malkin                  
                     Chairman and  Chief Financial Officer

                             _______________________
                                    A. Lee Sacks 
                             Director of General Partner


                             _______________________
                                   Stuart C. Nathan                   
                              Executive Vice President
                              Director of General Partner


     The undersigned hereby acknowledge and accept such power of authority to
sign, in the name and on behalf of the above named officers and/or directors,
a Report on Form 10-K of said partnership for the fiscal year ended November
30, 1998 and any and all amendments thereto, the 31st day of December, 1998.



                                      ------------------------------      
                                                Gary Nickele


                                       ------------------------------
                                              Gailen J. Hull
                                           

                                       ------------------------------
                                                Dennis M. Quinn
<PAGE>
           
 
                                                           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 Income Plus,
Ltd., does 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 November 30, 1998 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 has executed this Power of 
Attorney the 31st day of December 1998.



                          _____________________________________
                                  H. Rigel Barber  
                             Chief Executive Officer

                                                 
                          _____________________________________
                                     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 November 30, 1998 and
any and all amendments thereto, the 31st day of December, 1998.


                      ---------------------------------------------      
                                   Gary Nickele


                ---------------------------------------------             
                              Gailen J. Hull

               ---------------------------------------------         
                            Dennis M. Quinn
                                                                        
                              <PAGE>
EXHIBIT 27