SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                        FORM 10-K405/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 - VII
     -----------------------------------------------------
    (Exact name of registrant as specified in its charter)


                                            IRS Employer Identification    

Commission File No. 0-8915                       No. 36-2875192


     The undersigned registrant hereby amends the following sections of its
Report for the year ended December 31, 1997 on Form 10-K405 as set forth in
the pages attached hereto:

                           PART III

   Item 12.  Security Ownership of Certain Beneficial Owners
                   and Management.  Page 41.



     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 - VII

                       By:  JMB Realty Corporation
                            Corporate General Partner



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



Dated:  April 24, 1998



<PAGE>


<TABLE>

<CAPTION>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  The following own, or may be deemed to own, beneficially more than 5% of the outstanding 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       Liquidity Fund XVI (1)     20 Interests          Less than
Interests                                            directly (2)          1%

Limited Partnership       LF 31, L.P. (1)            256 Interests         1.4%
Interests                                            directly (2)          

Limited Partnership       Liquidity Fund 32,         455 Interests         2.5%
Interests                 L.P. (1)                   directly (2)          

Limited Partnership       Liquidity Fund Income-     11 Interests          Less than
Interests                 Growth '87 (1)             directly (2)          1%

Limited Partnership       Liquidity Fund 65,         565.75 Interests      3.1%
Interests                 L.P. (1)                   directly (2)          

Limited Partnership       Liquidity Financial        1,307.75 Interests    7.3%
Interests                 Group, L.P. (1)            indirectly (3)        

Limited Partnership       Liquidity Financial        1,307.75 Interests    7.3%
Interests                 Corporation (1)            indirectly (3)        

<FN>

     (1)  The address of each beneficial owner listed in this subsection (a) is 1900 Powell Street, Suite 730,
Emeryville, California 94608.

     (2)  Each entity referenced by this note (2) has reported that it has sole voting and dispositive power with
respect to the Interests that it owns directly as shown in the above table in this subsection (a).  However,
voting and dispositive power is exercised on behalf of each such entity by its general partner, Liquidity
Financial Group, L.P.  The general partner of Liquidity Financial Group, L.P. is Liquidity Financial Corporation. 
Because of their affiliation, all beneficial owners identified in this subsection (a) may be deemed to be members
of a group with shared voting and dispositive power with respect to the aggregate 1,307.75 Interests (7.3%)
beneficially owned by them.  See note (3) of this subsection (a).  The exercise of voting power with respect to
any Interests is subject to the terms and conditions of the Partnership Agreement of the Partnership.

                                              41


<PAGE>


     (3)  Includes the aggregate 1,307.75 Interests owned directly by the entities referenced by note (2) in this
subsection (a).  Liquidity Financial Group, L.P. is the general partner of each such entity and exercises voting
and dispositive power on behalf of each such entity. Liquidity Financial Corporation is the general partner of
Liquidity Financial Group, L.P.  As such, Liquidity Financial Group, L.P. and Liquidity Financial Corporation may
be deemed to have shared voting and dispositive power with respect to the aggregate 1,307.75 Interests owned by
such entities.  Reference is made to note (2) in this subsection (a).

</TABLE>


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

                          NAME OF                    AMOUNT AND NATURE
                          BENEFICIAL                 OF BENEFICIAL                 PERCENT
TITLE OF CLASS            OWNER                      OWNERSHIP                     OF CLASS 
--------------            ----------                 -----------------             --------
<S>                       <C>                        <C>                           <C>
Limited Partnership 
  Interests               JMB Realty Corporation      5 Interests directly         Less than 1%
Limited Partnership 
  Interests               Corporate General Partner, 15 Interests directly (1)     Less than 1%
                          its officers and 
                          directors and the
                          Associate General
                          Partner as a group
<FN>
     (1)  Includes 10 Interests owned by an officer or his relatives for which such officer has voting and
dispositive 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 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.

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