EXHIBIT 24     



                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - VII, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1996, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

      IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.


H. RIGEL BARBER
-----------------------
H. Rigel Barber                           Chief Executive Officer



GLENN E. EMIG
-----------------------
Glenn E. Emig                             Chief Operating Officer




      The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.


                                          GARY NICKELE
                                          -----------------------
                                          Gary Nickele



                                          GAILEN J. HULL
                                          -----------------------
                                          Gailen J. Hull



                                          DENNIS M. QUINN
                                          -----------------------
                                          Dennis M. Quinn







                                                            EXHIBIT 24     



                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of CARLYLE REAL ESTATE
LIMITED PARTNERSHIP - VII, do hereby nominate, constitute and appoint GARY
NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officers a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1996, and any and all
amendments thereto, hereby ratifying and confirming all that said attorneys
and agents and any of them may do by virtue hereof.

      IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.


NEIL G. BLUHM
-----------------------             President and Director
Neil G. Bluhm



JUDD D. MALKIN
-----------------------             Chairman and Chief Financial Officer
Judd D. Malkin


A. LEE SACKS
-----------------------             Director of General Partner
A. Lee Sacks


STUART C. NATHAN
-----------------------             Executive Vice President
Stuart C. Nathan                    Director of General Partner




      The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.


                                          GARY NICKELE
                                          -----------------------
                                          Gary Nickele



                                          GAILEN J. HULL
                                          -----------------------
                                          Gailen J. Hull



                                          DENNIS M. QUINN
                                          -----------------------
                                          Dennis M. Quinn