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 - XI, 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, 1999, 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 31st day of January, 2000.


H. RIGEL BARBER
-----------------------
H. Rigel Barber                            Chief Executive 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, 1999,
and any and all amendments thereto, the 31st day of January, 2000.


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



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



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



<PAGE>


                                                              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 REAL ESTATE LIMITED PARTNERSHIP - XI, 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 officer or
directors a Report on Form 10-K of said partnership for the fiscal year
ended December 31, 1999, 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 31st day of January, 2000.


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 and/or
directors, a Report on Form 10-K of said partnership for the fiscal year
ended December 31, 1999, and any and all amendments thereto, the 31st day
of January, 2000.


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



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



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