Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re: CARLYLE INCOME PLUS, LTD. 
   Commission File No. 000-16975
   Form 10-K

Gentlemen:

Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 10-K for the period
January 1, 1998 to  November 30, 1998.


Thank you.

Very truly yours,

CARLYLE INCOME PLUS, LTD.

By: JMB Realty Corporation
    Corporate General Partner


By:__________________________________                                      
  Gailen J. Hull, Senior Vice President
  and Principal Accounting Officer

GJH/jt
Enclosures
<PAGE>
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-K
                                                                                
                    Annual Report Pursuant to Section 13 or 15(d)
                            of the Securities Act of 1934


For the period from January 1, 1998 to                     Commission file
November 30, 1998                                          number 000-16975

                              CARLYLE INCOME PLUS, LTD.
               (Exact name of registrant as specified in its charter)

        Illinois                                     36-3439532                
  (State of organization)                (I.R.S. Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois                            60611       
(Address of principal executive office)                          (Zip Code)   
 

Registrant's telephone number, including area code  312-915-1987

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each exchange on 
Title of each class                                         which registered
-------------------                                      ----------------------
         None                                                      None     

Securities registered pursuant to Section 12(g) of the Act:

                            LIMITED PARTNERSHIP INTERESTS
                           AND ASSIGNEE INTERESTS THEREIN

                                  (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes   X   No  
   .
                                                              -----    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K  X  

State the aggregate market value of the voting stock held by
non-affiliates of the registrant.  Not applicable.

Documents incorporated by reference:  None<PAGE>
                                   

                               TABLE OF CONTENTS
                                                                         Page
                                                                               

PART I

Item  1.            Business . . . . . .  . . . . . . . . . . .            1
                                         
Item  2.            Properties. . . . . . . . . . . . . . . . .            4
                     
Item  3.            Legal Proceedings . . . . . . . . . . . . .            5
                     
Item  4.            Submission of Matters to a Vote of Security
                    Holders. . . . .  . . . . . . . . . . . . .            5
                    
 
PART II

Item  5.            Market for the Partnership's Limited 
                    Partnership Interests and Related Security 
                    Holder Matters  . . . . . . . . . . . . . .            5
                     
Item  6.            Selected Financial Data . . . . . . . . . .            6

Item  7.            Management's Discussion and Analysis of 
                    Financial Condition and Results of 
                    Operations  . . . . . . . . . . . . . . . .            8

Item 7A.            Quantitative and Qualitative Disclosures  
                     about Market Risk . . . . . . . . . . . . .          10

Item  8.            Financial Statements and Supplementary 
                    Data  . . . . . . . . . . . . . . . . . . .           11

Item  9.            Changes in and Disagreements with Accountants 
                    on Accounting and Financial Disclosure  . .           34


PART III

Item  10.           Directors and Executive Officers of the
                    Partnership . . . . . . . . . . . . . . . .           34

Item  11.           Executive Compensation. . . . . . . . . . .           38

Item  12.           Security Ownership of Certain Beneficial 
                    Owners and Management . . . . . . . . . . .           38

Item  13.           Certain Relationships and Related 
                    Transactions  . . . . . . . . . . . . . . .           39


PART IV

Item  14.           Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K . . . . . . . . . . . .           40


SIGNATURES  . . . . . . . . . . .  . . . . . . . . . . .                  43







                                            i
<PAGE>
                                         PART I


ITEM  1.  BUSINESS

      Unless otherwise indicated, all references herein to "Notes" are to Notes
to Financial Statements contained in this annual report.  Capitalized terms
used herein, but not defined, have the same meanings as used in the Notes.

      The registrant, Carlyle Income Plus, Ltd. (the "Partnership"), was a
limited partnership formed in April 1986 and governed by the Revised Uniform
Limited Partnership Act of the State of Illinois to invest in income-producing
real estate, primarily existing commercial properties.  The Partnership
invested in such real estate on an unleveraged all-cash acquisition basis. 
On December 8, 1986, the Partnership commenced an offering to the public of
$250,000,000 in Limited Partnership interests ("Interests") pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933 (No.
000-16975).  A total of 88,803.058 Interests were sold to the public at $1,000
per Interest (fractional interests are due to a Distribution Reinvestment
Program).  The offering closed on April 30, 1988.  No holder of Interests
(hereinafter, a "Limited Partner") has made any additional capital
contribution after such date.  The Limited Partners of the Partnership shared
in their portion of the benefits of ownership of the Partnership's real
property investments according to the number of Interests held.

      The Partnership was engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments had been held by fee title and/or through joint venture
partnership interests.  All of the Partnership's investments in real estate
have been sold.  The Partnership's real property investments were located
throughout the nation and it had no real estate investments located outside
of the United States.  A presentation of information about industry segments,
geographic regions, raw materials or seasonality was not applicable and would
not have been material to an understanding of the Partnership's business taken
as a whole.   Upon the sale of a particular property, the net proceeds, if
any, were held for working capital, distributed or reinvested in existing
properties rather than invested in acquiring additional properties.  The
Partnership made a final liquidating cash distribution to its holders of
Interests and wound up its affairs and dissolved effective November 30, 1998.
Reference is also made to Item 7.

      The Partnership made real property investments set forth in the following
table:

<PAGE>
<TABLE>
<CAPTION>
                                                                                       
                                                                                                                              
NAME, TYPE OF PROPERTY                                         DATE OF             SALE OR  
   AND LOCATION                              SIZE             PURCHASE         DISPOSITION DATE         TYPE OF OWNERSHIP
---------------------------                --------       ----------------     ----------------       ------------------------
<S>                                      <C>                <C>             <C>                         <C>   
 1. Riverview Plaza
     Shopping Center
     Chicago, 
     Illinois . . . . . . . .            139,000 sq.ft         8/11/87             12/12/96          fee ownership of land and
                                             n.r.a                                                   improvements (b)
 2. The Landings
     Shopping Center
     Sarasota,
     Florida. . . . . . . . .            94,000 sq.ft.         8/16/88             12/30/97          fee ownership of land and
                                            n.r.a.                                                   improvements (through
                                                                                                     joint venture 
                                                                                                     partnership) (a)    (b)
 3. Carson Industrial
     Park 
     Carson, 
     California . . . . . . .           206,000 sq.ft.        11/01/88             8/15/97           fee ownership of land and 
                                            g.l.a.                                                   improvements (b)
 4. Costa Mesa Industrial
     Park
     Costa Mesa, 
     California . . . . . . .            107,000 sq.ft        11/01/88              3/3/97           fee ownership of land and
                                            g.l.a.                                                   improvements (b)
 5. Rancho Franciscan
     Apartments
     Santa Barbara,
     California . . . . . . .              111 units          12/28/88             1/22/97           fee ownership of land
                                                                                                     and improvements (b)
 6. Sunrise Town Center
     Sunrise,
     Florida. . . . . . . . .           128,000 sq. ft.       10/12/89            12/16/97           fee ownership of land and
                                            n.r.a.                                                   improvements (b) <PAGE>
NAME, TYPE OF PROPERTY                                         DATE OF             SALE OR 
   AND LOCATION                              SIZE              PURCHASE        DISPOSITION DATE       TYPE OF OWNERSHIP
---------------------------                 --------      ----------------     -----------------         -----------------

 7. The Ashby at McLean
     Apartments
     McLean, 
     Virginia . . . . . . . .              250 units           2/28/90              8/26/96          fee ownership of land and
                                                                                                     improvements (through 
                                                                                                     joint venture partner-
                                                                                                     ship) (a) (b)

----------------
    
    (a)  Reference is made to the Notes for a description of the joint venture partnership through which the
Partnership made this real property investment.

    (b)  This property has been sold.  Reference is made to the Notes for a description of the sale of such real
property investment.
 




</TABLE> 
                                                          <PAGE>
    

The Partnership's real property investments were subject to competition from 
similar types of properties (including in certain areas, properties owned by
affiliates of the General Partners) in the respective vicinities in which they
were located.  Such competition was generally for the retention of existing 
tenants and for securing new tenants in markets where significant vacancies
were present. 

    The terms of transactions between the Partnership, the General Partners 
of the Partnership and their affiliates are set forth in Items 10 and 11 
below to which reference is hereby made for a description of such terms and
transactions.

ITEM 2.  PROPERTIES

    The Partnership owned directly or through joint venture partnerships the
properties or interests in the properties referred to under Item 1.  
Reference is made to Item 1 and the Notes for a description of such 
properties.  
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     The Partnership is not subject to any pending material legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during 1997
and 1998.
                                         PART II

ITEM  5.      Market for the Partnership's Limited Partnership
              Interests and Related Security Holder Matters

     Immediately prior to the dissolution of the Partnership, there were 8,749
record holders of Interests in the Partnership.  The Partnership made a final
liquidating cash distribution to its holders of Interests and wound up its
affairs and dissolved effective November 30, 1998.  There had been no public
market for Interests and it had not been anticipated that a public market for
Interests would develop.  Upon request, the Corporate General Partner
provided information relating to a prospective transfer of Interests to an
investor desiring to transfer his Interests.  The price paid for the
Interests, as well as any other economic aspects of the transaction, was
subject to negotiation by the investor.  

     Reference is made to Item 6 for a discussion of cash distributions to
Limited Partners.

     Reference is made to Item 7 for a discussion of unsolicited tender offers
received from unaffiliated third parties.

                                    <PAGE>
<TABLE>
ITEM  6.  SELECTED FINANCIAL DATA
                                     CARLYLE INCOME PLUS, LTD.
                                      (A LIMITED PARTNERSHIP)
                          FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1998
                     (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
              
                  AND YEARS ENDED DECEMBER 31, 1997, 1996, 1995, AND 1994   

                        (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)


<CAPTION>
                                   1998             1997             1996              1995             1994   
                                --------         --------         --------          --------         -------- 
<S>                              <C>              <C>              <C>               <C>             <C>       

Total income. . . . . . . .$     194,129        2,127,369        6,357,920         6,567,890        6,923,129 
                               ==========       ==========        =========         =========         =========

Earnings (loss) before gains 
 on sales of investment
 properties . . . .  .          (189,499)      (1,619,024)       1,222,530       (12,274,429)       1,074,570 
                              ----------       ----------       ----------        ----------        ----------

Gains on sales and 
 Partnership's share
 of gains on sales of
 investment properties               --         4,519,657        2,069,877             --               --             
                              ----------       ----------       ----------         ----------       ----------
Net earnings (loss) . ..$       (189,499)       2,900,633        3,292,407       (12,274,429)       1,074,570 
                        .     ==========       ==========       ==========         ==========       ==========
Net earnings (loss) per 
 Interest (b)

   Earnings (loss) before gains
    on sales of investment
    properties. .   .$             (2.02)          (17.32)           13.08           (131.30)           11.49 





                                                                   <PAGE>
   Gains on sales and 
    Partnership's share of 
    gains on sales of 
    investment properties            --             48.83              9.24            --              --            
                              ----------       ----------         ----------        ----------      ----------
                           $     (2.02)            31.51              22.32          (131.30)           11.49        
                             ==========       ==========          =========        ==========      ==========

Total assets. . . . .      $  1,463,557       11,996,978         41,943,751       49,567,471       67,048,436
                             ==========       ==========          =========        ==========      ==========
Cash distributions 
  per Interest (c)         $     115.00           363.00             113.00             55.00          40.00 
                             ==========       ==========          =========        ==========      ==========


<FN>
----------------
     (a)  The above selected financial data should be read in conjunction with the financial statements and the
related notes appearing elsewhere in this annual report.

      (b)  The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of each
period (88,808.058) and the specified profit and loss allocations (as discussed in the Notes) between the Limited and
General Partners.

      (c)  Cash distributions from the Partnership were generally not equal to Partnership income (loss) for financial
reporting or Federal income tax purposes.  Each Partner's taxable income (loss) from the Partnership in each year was
equal to his allocable share of the taxable income (loss) of the Partnership, without regard to the cash generated
or distributed by the Partnership.  Accordingly, cash distributions to the Limited Partners since the inception of
the Partnership have not resulted in taxable income to such Limited Partners and have therefore represented a return
of capital.









</TABLE>                                                           <PAGE>
ITEM  7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES

      As a result of the public offering of Interests as described in Item 1,
the Partnership had approximately $77,762,000 (after deducting selling
expenses and other offering costs) with which to make investments in income-
producing commercial and residential real property, to pay legal fees and
other costs (including acquisition fees) related to such investments and for
working capital requirements.  A portion of such proceeds was utilized to
acquire the properties described in Item 1 above.

      During 1996, some of the holders of Interests in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at amounts between $300 and $420 per
Interest.  The Partnership recommended against acceptance of these offers on
the basis that, among other things, the offer prices were inadequate.    The
board of directors of JMB Realty Corporation ("JMB"), the corporate general
partner of the Partnership, had established a special committee (the "Special
Committee") consisting of certain directors of JMB to deal with all matters
relating to tender offers for Interests in the Partnership, including any and
all responses to such tender offers.  The Special Committee had retained
independent counsel to advise it in connection with any potential tender
offers for Interests and had retained Lehman Brothers Inc.  as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests.  

      The Partnership had been made aware that during 1997 other unaffiliated
third parties made unsolicited tender offers to some of the holders of
Interests.  These offers sought to purchase up to 4.9% of the Interests in
the Partnership at prices ranging from $135 to $250 per Interest.  These
offers have expired. The Special Committee recommended against acceptance of
these offers on the basis that, among other things, the offer prices were
inadequate.  As of the date of this report, the Partnership was aware that
3.27% of the outstanding Interests were purchased by all such unaffiliated
third parties either pursuant to such tender offers or through negotiated
purchases.  

      All of the Partnership's real property investments were sold in 1996 and
1997.  (Reference is made to the Notes for a description of these sales.)  In
connection with the sales of these properties, as is customary in such
transactions, the Partnership (or the respective joint venture) agreed to
certain representations and warranties with stipulated survival periods, the
last of which expired in September 1998, with no liability incurred by the
Partnership or the respective joint venture.

      In February 1998, the Partnership made a distribution of approximately
$10,213,000($115 per Interest) to the Limited Partners, which included $100
per Interest from the proceeds of the December 1997 sale of the Sunrise Town
Center and from distributions received in 1998 from JMB/Landings relating to
the December 1997 sale of the Landings Shopping Center and $15 per Interest
from Partnership operational cash flow and reserves, including those from
offering proceeds.  The Partnership also paid a distribution of $70,112 to
the General Partners, which represented their share of Partnership
operational cash flow and reserves, including those from offering proceeds. 
The General Partners did not receive their share of any distributions of
proceeds from the sales, as the subordination requirements of the Partnership<PAGE>
Agreement for the retention of sales proceeds by the General Partners were
not met.

      Pursuant to the terms of the Partnership Agreement, the General Partners
were required to contribute a total of $53,011 to the Partnership upon
liquidation of the Partnership, such amount representing the restoration of
the deficit balances in the General Partners' capital accounts. 

      The Partnership made a final liquidating cash distribution of $1,463,557
($16.48 per Interest) to its holders of Interests and wound up its affairs
and dissolved effective November 30, 1998. However, the Partnership's goal of
capital appreciation was not achieved.  Aggregate sale distributions received
by holders of Interests over the entire term of the Partnership were less
than their original investment. 


      RESULTS OF OPERATIONS

      Reference is made to the Notes for a description of the real estate
investments made by the Partnership.  

      The decrease in cash and cash equivalents at November 30, 1998 as
compared to December 31, 1997 is due primarily to distributions of
approximately $10,213,000($115 per Interest) made to the Limited Partners in
February 1998, which included $100 per Interest from the proceeds of the
December 1997 sale of the Sunrise Town Center and from distributions received
in 1998 from JMB/Landings relating to the December 1997 sale of the Landings
Shopping Center and $15 per Interest from Partnership operational cash flow
and reserves, including those from offering proceeds.  The Partnership also
paid a distribution of $70,112 to the General Partners, which represented
their share of Partnership operational cash flow and reserves, including
those from offering proceeds.  The General Partners did not receive their
share of any distributions of proceeds from the sales, as the subordination
requirements of the Partnership Agreement for the retention of sales proceeds
by the General Partners were not met.

      The decrease in interest, rents and other receivables at November 30,
1998 as compared to December 31, 1997 is due primarily to the collection in
1998 of 1997 lump-sum expense recoveries due from certain tenants at the
Sunrise Town Center Shopping Center.

      The decrease in investment in unconsolidated venture, at equity, at
November 30, 1998 as compared to December 31, 1997 is due primarily to
distributions totaling approximately $5,428,000 received by the Partnership
from the JMB/Landings venture in 1998, a substantial portion of which
represented the Partnership's share of the proceeds from the December 1997
sale of the Landings Shopping Center.

      The decrease in rental income, property operating expenses and
amortization of deferred expenses for the eleven months ended November 30,
1998 as compared to the year ended December 31, 1997 and for the year ended
December 31, 1997 as compared to the year ended December 31, 1996 is due
primarily to the 1997 sales of the Rancho Franciscan Apartments, the Costa
Mesa and Carson Industrial Parks and the Sunrise Town Center Shopping Center
and to the December 1996 sale of the Riverview Plaza Shopping Center.<PAGE>
    

  The decrease in interest income for the eleven months ended November 30,
1998 as compared to the year ended December 31, 1997 and the increase in
interest income for the year ended December 31, 1997 as compared to the year
ended December 31, 1996 is due primarily to interest earned in 1997 on the
temporarily invested proceeds from the December 1996 sale of the Riverview
Plaza Shopping Center, the first-quarter 1997 sales of the Rancho Franciscan
Apartments and the Costa Mesa Industrial Park and the third-quarter 1997 sale
of the Carson Industrial Park. 

      Other income of $32,357 for the eleven months ended November 30, 1998,
and a portion of the decrease in accounts payable at November 30, 1998 as
compared to December 31, 1997, is due the write-off of certain unincurred
estimated selling costs in connection with the December 1997 sale of the
Sunrise Town Center Shopping Center.

      The decrease in depreciation expense for the eleven months ended November
30, 1998 and the year ended December 31, 1997 as compared to the year ended
December 31, 1996 is attributable to the suspension of depreciation in 1997,
pursuant to SFAS 121, as all of the Partnership's investment properties were
classified during 1996 as held for sale or disposition.

      Fees for professional services for the year ended December 31, 1996
include expenses incurred in connection with tender offer matters, as
discussed above.

      Provisions for value impairment totaling $2,900,000 and $2,050,000 were
recorded for the year ended December 31, 1997 and 1996, respectively, for the
Sunrise Town Center investment property due to the uncertainty relating to
the Partnership's ability to recover the net carrying value of this property
through future operations and sale.  
      
      The decrease in Partnership's share of operations of unconsolidated
ventures for the eleven months ended November 30, 1998 as compared to the
year ended December 31, 1997 is due primarily to the December 1997 sale of
the Landings Shopping Center.   The decrease in Partnership's share of
operations of unconsolidated ventures for the year ended December 31, 1997 as
compared to the year ended December 31, 1996 is due primarily to the August
1996 sale of the Ashby at McLean Apartments.  Such decrease was partially
offset by an increase in the Partnership's share of operations of
JMB/Landings primarily as a result of the suspension of depreciation,
effective January 1, 1997, on the Landings Shopping Center, as the property
was classified as held for sale as of December 31, 1996.

INFLATION

      Due to the decrease in the level of inflation in recent years, inflation
generally has not had a material effect on the operations of the Partnership.
Inflation in future periods is not applicable since the Partnership wound up
its affairs and dissolved effective November 30, 1998.
  
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET RISK

      The Partnership wound up its affairs and dissolved in 1998.  As a
result, there is no meaningful disclosure for this item.


YEAR 2000

      The Partnership wound up its affairs and dissolved in 1998.
<PAGE>
ITEM  8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)


                                          INDEX


Independent Auditors' Report

Balance Sheets, November 30, 1998 (Immediately prior to final liquidating
distribution) and December 31, 1997

Statements of Operations, eleven months ended November 30, 1998 (Immediately 
prior to final liquidating distribution) and years ended December 31, 1997
and 1996

Statements of Partners' Capital Accounts (Deficits), eleven months ended
November 30, 1998 (Immediately prior to final liquidating distribution) and
years ended December 31, 1997 and 1996

Statements of Cash Flows, eleven months ended November 30, 1998 (Immediately
prior to final liquidating distribution) and years ended December 31, 1997
and 1996

Notes to Financial Statements

SCHEDULES NOT FILED:

      All schedules have been omitted as the required information is
inapplicable or the information is presented in the financial statements or
related notes.




<PAGE>






INDEPENDENT AUDITORS' REPORT


The Partners
CARLYLE INCOME PLUS, LTD.:

      We have audited the financial statements of Carlyle Income Plus, Ltd. (a
limited partnership) as listed in the accompanying index.  These financial
statements are the responsibility of the General Partners of the Partnership. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by the General Partners of the Partnership, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Carlyle Income
Plus, Ltd. at November 30, 1998 (immediately prior to final liquidating
distribution) and December 31, 1997, and the results of its operations and
its cash flows for the eleven months ended November 30, 1998 (immediately
prior to final liquidating distribution) and the years ended December 31,
1997 and 1996, in conformity with generally accepted accounting principles. 

      As discussed in the Notes to the financial statements, in 1996 the
Partnership changed its method of accounting for long-lived assets and long-
lived assets to be disposed of to conform with Statement of Financial
Accounting Standards No. 121.



Chicago, Illinois                                                  KPMG LLP  
February 8, 1999<PAGE>
<TABLE>
                                                    CARLYLE INCOME PLUS, LTD.
                                                    (A LIMITED PARTNERSHIP)

                                                        BALANCE SHEETS

                    NOVEMBER 30, 1998 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
                                                AND DECEMBER 31, 1997

                                                                 ASSETS
                                                                 ------

<CAPTION>
                                                                                                1998                1997   
                                                                                              ---------          ----------
<S>                                                                                           <C>                <C>       
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .      $       1,463,557          6,453,795
  Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . .                     --             84,299
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                     --             33,945
                                                                                             -----------        -----------

          Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . .              1,463,557          6,572,039
                                                                                             -----------        -----------


                                                                                                        
<PAGE>
                                                   CARLYLE INCOME PLUS, LTD.
                                                    (A LIMITED PARTNERSHIP)

                                                 BALANCE SHEETS - CONTINUED

                                                                                                 1998              1997    
                                                                                             ----------         ---------- 

Investments in unconsolidated ventures, at
 equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   --           5,424,939   
                                                                                            -----------       ------------ 
                                                                                     $        1,463,557         11,996,978   
                                                                                            ===========        =========== 


                                         LIABILITIES AND PARTNERS' CAPITAL  ACCOUNTS (DEFICITS)
                                         ------------------------------------------------------

Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $              --              85,706   
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . .                   --              28,188   
                                                                                             ----------        ----------- 
                                                                                                        
          Total current liabilities . . . . . . . . . . . . . . . . . . . . . . .                   --             113,894   
                                                                                             ----------        ----------- 
Commitments and contingencies

Partners' capital accounts (deficits)
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .                78,011             25,000   
    Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .             1,977,432          1,987,742   
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . . . .            (2,055,443)        (1,985,331)
                                                                                             ----------        ----------- 
                                                                                                    --              27,411     
                                                                                             ----------        ----------- 
<PAGE>
                                                        CARLYLE INCOME PLUS, LTD.
                                                         (A LIMITED PARTNERSHIP)

                                                    BALANCE SHEETS - CONTINUED

                                                                                                  1998             1997    
                                                                                             ----------        ----------- 
  Limited partners (88,808.058 interests):
    Capital contributions, net of offering costs. . . . . . . . . . . . . . . . .            77,762,167         77,762,167   
    Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .            12,612,570         12,791,759  
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . . . . .           (88,911,180)       (78,698,253)
                                                                                             ----------        ----------- 
                                                                                              1,463,557         11,855,673  
                                                                                             ----------        ----------- 
          Total partners' capital accounts. . . . . . . . . . . . . . . . . . . .             1,463,557         11,883,084  
                                                                                             ----------        ----------- 

                                                                                     $        1,463,557         11,996,978  
                                                                                             ==========        =========== 


















<FN>
                                See accompanying notes to financial statements

/TABLE
<PAGE>
<TABLE>
                                               CARLYLE INCOME PLUS, LTD.
                                                (A LIMITED PARTNERSHIP)
                                                STATEMENTS OF OPERATIONS
                                          ELEVEN MONTHS ENDED NOVEMBER 30, 1998
                         (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION) 
                                   AND YEARS ENDED DECEMBER 31, 1997 AND 1996

<CAPTION>
                                   1998                1997             1996    
                            -----------         ----------         --------- 
<S>                        <C>                  <C>                <C>                                              
Income:
  Rental income . .. . .   $        --           1,582,241         6,148,871  
  Interest income . . . . .    161,772             545,128           209,049  
  Other income. . . . . . .     32,357                 --                -- 
                           -----------        -----------        ---------- 
                               194,129           2,127,369         6,357,920 
                           -----------         -----------        ---------- 
Expenses: 
  Depreciation. . .                 --              --               525,207  
  Property operating 
   expenses . . . .                 --             723,008         2,589,928  
  Professional services . . .  132,419             136,062           224,863  
  Amortization of deferred 
   expenses . . . .                 --              17,201            36,169  
  General and administrative.  254,433             288,398           280,723  
  Provisions for value 
   impairment .   .                 --           2,900,000         2,050,000  
                            -----------        -----------       ----------- 
                               386,852           4,064,669         5,706,890  
                           -----------         -----------       ----------- 
                              (192,723)         (1,937,300)          651,030 
Partnership's share of operations
 of unconsolidated ventures      3,224             318,276           571,500 
                            -----------        -----------       ----------- 
     Earnings (loss) before 
      gains on sales of 
     investment properties.   (189,499)         (1,619,024)        1,222,530 
                                                                                     
Gains on sales and Partnership's 
 share of gains on sales of 
 investment properties             --            4,519,657         2,069,877  
                            -----------        -----------       ----------- 
    Net earnings 
     (loss)  .           $    (189,499)          2,900,633         3,292,407  
                            ===========        ===========       =========== 
Net earnings (loss) per
 limited  partnership interest:
   Earnings (loss) 
    before gains on
     sales of investment 
    properties  . .              (2.02)             (17.32)            13.08  
                                                                                     
   Gain on sales and Partnership's
    share of gains on sales of 
    investment properties . .       --               48.83              9.24  
                           -----------         -----------        ---------- 
      Net earnings 
       (loss).  $               (2.02)               31.51             22.32  
                           ===========        ===========       =========== 
<FN>                             See accompanying notes to financial statements
</TABLE>                                                            <PAGE>

<TABLE>        
                                        CARLYLE INCOME PLUS, LTD.
                                         (A LIMITED PARTNERSHIP)

                      STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                          ELEVEN MONTHS ENDED NOVEMBER 30, 1998
                  (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION) 
                           AND YEARS ENDED DECEMBER 31, 1997 AND 1996

<CAPTION>                       
                                              General Partners      
                   ---------------------------------------------------------
                                      Net   
                                    Earnings    Cash                         
                   Contributions     (Loss)  Distributions            Total   
                   -------------  ---------- -------------        ------------
<S>                <C>                  <C>                   <C>              <C>          

Balance at 
 December 31, 1995. .    25,000    575,461    (1,723,581)         (1,123,120)

Net earnings 
 (loss) . .                  --  1,310,084            --           1,310,084 

Cash distributions 
 ($113.00 per
  limited partnership 
  interest)                 --         --       (186,964)           (186,964)
                     ---------   ---------    ----------           --------- 
Balance at December 
 31, 1996. .            25,000   1,885,545    (1,910,545)               --   

Net earnings
  (loss) . . .            --       102,197           --               102,197 

Cash distributions
  ($363.00 per limited 
  partnership interest). --            --        (74,786)            (74,786)
                   ---------    ---------      ---------           --------- 
Balance at December 
 31, 1997. . .  $    25,000     1,987,742     (1,985,331)             27,411 

Capital
  contributions .    53,011           --             --               53,011 

Net earnings 
 (loss) .               --       (10,310)            --             (10,310)

Cash distributions 
 ($115.00 per
 limited 
 partnership 
 interest). .          --             --          (70,112)           (70,112)
                 ---------     ---------       ----------          ----------

                   78,011      1,977,432       (2,055,443)               --
Balance at November
  30, 1998  $   =========     ==========       ==========         ==========
<PAGE>
          

                                           CARLYLE INCOME PLUS, LTD.
                                            (A LIMITED PARTNERSHIP)

            STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED

                        Limited Partners (88,808.058 Interests)        
               ------------------------------------------------------
                    Contributions,       Net    
                        Net of         Earnings      Cash    
                    Offering Costs     (Loss)      Distributions   Total   
                    --------------      --------   -------------  ---------- 

Balance at 
 December 31, 1995.    77,762,167      8,011,000     (36,425,617)  49,347,550 

Net earnings (loss) .         --       1,982,323              --    1,982,323 

Cash distributions
 ($113.00 per  
 limited partnership
  interest).                  --              --     (10,035,311) (10,035,311)
                      ----------       ----------    -----------   ---------- 
Balance at December 
 31, 1996. .          77,762,167        9,993,323    (46,460,928)  41,294,562 

Net earnings
  (loss) . .                 --         2,798,436             --    2,798,436 

Cash distributions 
 ($363.00 per
 limited partnership
 interest). .               --               --      (32,237,325) (32,237,325)
                     ----------       ----------     -----------   ---------- 
Balance at December
  31, 1997.          77,762,167        12,791,759    (78,698,253)  11,855,673 

Net earnings
  (loss) . .                --          (179,189)             --     (179,189)

Cash distributions
 ( $115.00 per
 limited partnership
 interest) .                --               --      (10,212,927) (10,212,927)
                    ----------       -----------    -----------   ----------- 
Balance at November
  30, 1998.       $ 77,762,167        12,612,570     (88,911,180)   1,463,557 
                    ==========        ==========      ==========   ========== 

<FN>

</TABLE>                   See accompanying notes to financial statements<PAGE>

<TABLE>
                                                    CARLYLE INCOME PLUS, LTD.
                                                       (A LIMITED PARTNERSHIP)

                                                     STATEMENTS OF CASH FLOWS

                                                 ELEVEN MONTHS ENDED NOVEMBER 30, 1998 
                                      (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION) 
                                            AND YEARS ENDED DECEMBER 31, 1997 AND 1996

<CAPTION>
                                  1998               1997               1996  
                               ----------        -----------        ----------
<S>                             <C>               <C>                 <C>      
Cash flows from operating activities:
Net earnings (loss) . .       $  (189,499)        2,900,633         3,292,407   
Items not requiring 
(providing) cash or
 cash equivalents:
  Depreciation. . .                   --             --              525,207   
  Amortization of deferred 
  expenses .   . .                    --            17,201            36,169   
  Provisions for value 
   impairment .  .                    --         2,900,000         2,050,000   
  Partnership's share of 
   operations of                                                                              
   unconsolidated ventures,
    net of distributions. .
    $28,589 in 1997 . . . .      (3,224)         (278,468)         (571,500)  
  Partnership's share of gains
   on sales of properties
   by unconsolidated ventures .       --          (969,419)       (1,134,043)  
  Gains on sales of investment
   properties . . .              .--            (3,550,238)         (935,834) 
Changes in:
  Rents and other 
  receivables . . . .            84,299            103,531           863,360  
  Prepaid expenses. . .          33,945              7,181             7,745  
  Accrued rents receivable.          --             11,059           (19,403)
  Accounts payable. . . . . .   (85,706)          (345,441)          338,079  
  Amounts due to affiliates .   (28,188)            11,474           (29,296)
  Unearned rents. . . . . .          --            (21,276)          (50,074) 
  Accrued real estate taxes          --              --             (937,812)
  Tenant security deposits.          --           (180,052)          (14,749)
                              ----------        ----------        ---------- 
     Net cash provided by 
     (used in) operating
      activities.              (188,373)           606,185         3,420,256  
                             ----------         ----------        ---------- 
Cash flows from investing 
 activities:
  Cash proceeds from sales 
   of investment properties .        --         23,246,872        12,447,147 
  Additions to investment 
  properties. . .                    --            (30,709)         (445,944)
  Partnership's 
   distributions from 
   unconsolidated ventures.   5,428,163                 --         7,033,900  
  Payment of deferred 
   expenses. . .                     --            (29,022)          (38,951)
                             ----------         ----------        ---------- 
      Net cash provided 
       by (used in) investing 
       activities .           5,428,163          23,187,141        18,996,152  
                             ----------          ----------        ---------- 
                                                                    <PAGE>
                                                       

                                CARLYLE INCOME PLUS, LTD.
                                (A LIMITED PARTNERSHIP)

                         STATEMENTS OF CASH FLOWS - CONTINUED




                                          1998              1997         1996    
                                     ----------        ----------   ---------- 

Cash flows from financing activities:
  Contributions from general 
   partners . .                            53,011            --           -- 
  Distributions to limited 
   partners .                         (10,212,927)  (32,237,325) (10,035,311)
  Distributions to general 
   partners . . . . .     . . . .         (70,112)      (74,786)    (186,964)
                                        ----------   ----------   ---------- 
          Net cash provided by (used in) 
          financing activities ..     (10,230,028)  (32,312,111) (10,222,275)
                                       ----------    ----------   ---------- 

          Net increase (decrease)
           in cash and cash 
           equivalents. . . . . .      (4,990,238)   (8,518,785)  12,194,133  

          Cash and cash equivalents, 
           beginning of year. . .       6,453,795    14,972,580    2,778,447  
                                       ----------    ----------   ---------- 
          Cash and cash equivalents, 
           end of year. . . . . $       1,463,557     6,453,795   14,972,580  
                                       ==========    ==========   ========== 
Supplemental disclosure of 
 cash flow information:
  Cash paid for mortgage and 
   other interest . . . . . . . $              --           --           --       
    . . . . . . . . . . . . .          ==========   ==========    ========== 
  Non-cash investing and 
   financing activities . . . . $              --           --           --       
                                       ==========   ==========    ========== 






<FN>

                                See accompanying notes to financial statements.
</TABLE>                                                            <PAGE>

                                CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                              NOTES TO FINANCIAL STATEMENTS

                         ELEVEN MONTHS ENDED NOVEMBER 30, 1998 
                  (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION)
                       AND YEARS ENDED DECEMBER 31, 1997 AND 1996


OPERATIONS AND BASIS OF ACCOUNTING

      GENERAL

      The Partnership held (either directly or through joint ventures) an
equity investment portfolio of United States real estate.  Business activities
consisted of rentals to a variety of commercial and retail companies, rentals
to individuals, and the ultimate sale of such real estate.  

      The equity method of accounting had been applied in the accompanying
financial statements with respect to the Partnership's interests in the two
joint ventures,  JMB/Landings Associates ("JMB/Landings") (property sold
December 1997) and CIP/Ashby Partners ("CIP/Ashby") (property sold August
1996).  Accordingly, the accompanying financial statements do not include the
accounts of JMB/Landings or CIP/Ashby.

      The Partnership's records were maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying financial statements have been prepared from such records after
making appropriate adjustments to reflect the Partnership's accounts in
accordance with generally accepted accounting principles ("GAAP").  Such
adjustments were not recorded on the records of the Partnership.  The effect
of these items for the eleven months ended November 30, 1998 (immediately
prior to final liquidating distribution) and the year ended December 31, 1997
is summarized as follows:






<PAGE>
<TABLE>
<CAPTION>


                                       1998                         1997         
                            ------------------------- ------------------------ 
                                      TAX BASIS                    TAX BASIS 
                       GAAP BASIS    (UNAUDITED)   GAAP BASIS     (UNAUDITED)
                      -----------     ---------    ----------      --------- 
<S>                   <C>           <C>            <C>             <C>

Total assets.     $     1,463,557     1,463,557    11,996,978      22,710,389 
Partners' capital 
 accounts 
 (deficits):
  General partners. .        --            --          27,411          27,411  
  Limited partners.     1,463,557     1,463,557    11,855,673      22,591,286 
Net earnings (loss):
  General partners.      (10,310)      (10,310)       102,197        (121,903)
  Limited partners. .   (179,189)     (196,406)     2,798,436     (14,284,095) 
Net earnings (loss) per
 limited partnership 
 interest . .              (2.02)        (2.21)         31.51         (160.84) 
                      ==========    ==========      =========       ========= 

      The net earnings (loss) per limited partnership interest ("Interest")
was based upon the number of Interests outstanding at the end of each period 
(88,808.058).  Also, because net earnings (loss) was computed immediately prior
to dissolution, holders of Interests may have an additional capital gain or
loss on dissolution depending on the holders' basis for Federal income tax 
purposes.













/TABLE
<PAGE>
   
                              CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED


      Although certain leases at the Partnership's properties provided for
tenant occupancy during periods for which no rent was due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrued
rental income for the full period of occupancy on a straight-line basis. 

      Deferred expenses consisted primarily of leasing fees which were being
amortized over the terms of the related leases using the straight-line
method.

      The preparation of financial statements in accordance with GAAP required
the Partnership to make estimates and assumptions that affected the reported
or disclosed amount of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could have differed from those estimates.

      Statement of Financial Accounting Standards No. 95 requires the 
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.  Partnership
distributions from unconsolidated ventures were considered cash flow from
operating activities only to the extent of the Partnership's cumulative share
of net earnings.  In addition, the Partnership recorded amounts held in U.S.
Government obligations at cost, which approximated market.  For the purposes
of these statements, the Partnership's policy was to consider all such
amounts held with original maturities of three months or less (none and
$6,197,165 at November 30, 1998 and December 31, 1997, respectively) as cash
equivalents, which included investments in an institutional mutual fund which
held United States Government obligations, with any remaining amounts
(generally with original maturities of one year or less) reflected as short-
term investments being held to maturity.

      No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the Partnership. 
However, in certain instances, the Partnership has been required under
applicable law to remit directly to the taxing authorities amounts
representing withholding from distributions paid to partners.

      The Partnership had acquired, either directly or through joint ventures,
interests in three shopping centers, two industrial parks and two apartment
buildings.  All of the properties have been sold. The cost of the investment
properties represented the total cost to the Partnership and its ventures,
including certain acquisition costs.
<PAGE>
                                CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED

      Depreciation on the properties had been provided over the estimated
useful lives of the various components as follows:

                                                                     Years
                                                                     -----

      Buildings and improvements -- straight-line . . . .               30
      Personal property -- straight-line. . . . . . . . . .              5
                                                                      ====
      Maintenance and repairs were charged to operations as incurred. 
Significant betterments and improvements were capitalized and depreciated
over their estimated useful lives.  

      The Partnership adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS 121") as required in the first quarter of
1996.  SFAS 121 required that the Partnership record an impairment loss on
its properties to be held for investment whenever their carrying value could
not be fully recovered through estimated undiscounted future cash flows from
their operations and sale.  The amount of the impairment loss to be
recognized would have been the difference between the property's carrying
value and the property's estimated fair value.  The Partnership's policy was
to consider a property to be held for sale when the Partnership committed to
a plan to sell such property and active marketing activity had commenced or
was expected to commence in the near term.  As of December 31, 1996, all of
the Partnership's remaining properties had been classified as held for sale. 
In accordance with SFAS 121, any properties identified as "held for sale or
disposition" were no longer depreciated.  Adjustments for impairment loss for
such properties (subsequent to the date of adoption of SFAS 121) were made in
each period as necessary to report these properties at the lower of carrying
value or fair value less costs to sell.  The adoption of SFAS 121 did not
have any significant effect on the Partnership's financial position, results
of operations or liquidity.

      In response to the uncertainty relating to the Partnership's ability to
recover the net carrying value of the Sunrise Town Center investment property
through future operations or sale, and since the Partnership had shortened
its intended holding period for its investments to not later than 1999, the
Partnership, as a matter of prudent accounting practice and for financial
reporting purposes,  recorded additional provisions for value impairment
totaling $2,900,000 and $2,050,000 in 1997 and 1996, respectively, for the
Sunrise Town Center.  Such provisions were recorded to reduce the net basis
of the investment property to its then estimated fair value, less costs to
sell as applicable. <PAGE>
 
                               CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED


      During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued.  As the Partnership's
capital structure only had general and limited partnership interests, the
Partnership did not experience any significant impact on its financial
statements upon adoption of these standards when required at the end of 1997.

      The results of operations for properties classified as held for sale or
sold during 1997 and 1996 were ($1,979,493)  and $1,000,474, respectively,
for the years ended December 31, 1997 and 1996.  

      In addition, the accompanying financial statements include $3,224, 
$318,276 and  $571,500, respectively, of the Partnership's share of total
operations of $9,314, $633,977 and $1,655,382 for the eleven months ended
November 30, 1998 (immediately prior to final liquidating distribution) and
the years ended December 31, 1997 and 1996 of unconsolidated properties
classified as held for sale or sold in the past three years.
 
VENTURE AGREEMENTS - GENERAL
      
      The Partnership was a party to two joint venture agreements.  The
Partnership acquired, through these ventures, an apartment complex which was
sold in August 1996 and a shopping center which was sold in December 1997. 
Pursuant to such agreements, the Partnership made initial capital
contributions of approximately $15,400,000 (before legal and other
acquisition costs).  Under certain circumstances, either pursuant to the
venture agreements or due to the Partnership's obligations as a general
partner, the Partnership may have been required to make additional cash
contributions to the ventures.

INVESTMENT PROPERTIES

      Riverview Plaza Shopping Center
        
      In August 1987, the Partnership acquired the Riverview Plaza Shopping
Center located in Chicago, Illinois.  The Partnership's purchase price for
the shopping center was $14,000,000, which was paid in cash at closing.  An
affiliate of the General Partners of the Partnership managed the property for
a fee equal to a percentage of the property's minimum rents.

      The Partnership had been actively pursuing the sale of the Riverview
Plaza Shopping Center which was classified as held for sale as of April 1,
1996 and therefore had not been subject to continued depreciation as of that
date.  In December 1996, the Partnership sold the land and related
improvements of the Riverview Plaza Shopping Center.  The sale price was
$12,720,000 and was paid in cash at closing (net of selling costs and
prorations).  The Partnership recognized a gain of $935,834 for financial
reporting purposes and a gain of $933,492 for Federal income tax purposes in
1996.
                                            

<PAGE>
                                CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED

      
      In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, as scheduled on December 31, 1997.  

      Rancho Franciscan Apartments

      In December 1988, the Partnership acquired the Rancho Franciscan
Apartments located in Santa Barbara, California.  The Partnership's purchase
price for the apartment complex was $10,100,000, which was paid in cash at
closing.

      The Partnership had been actively pursuing the sale of the Rancho
Franciscan Apartments which was classified as held for sale as of April 1,
1996 and therefore had not been subject to continued depreciation as of that
date.   The Partnership sold the land and related improvements of the Rancho
Franciscan Apartments in January 1997.  The sale price was $8,302,200 and was
paid in cash at closing (net of selling costs and prorations).  The
Partnership recognized a gain of approximately $566,000 for financial
reporting purposes (primarily as a result of a $1,400,000 value impairment
provision recorded by the Partnership in 1995) and a loss of approximately
$726,000 for Federal income tax purposes in 1997.

      In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, as scheduled on December 15, 1997.

      Carson and Costa Mesa Industrial Parks

      In November 1988, the Partnership acquired two separate groups of multi-
tenant industrial buildings known as Carson Industrial Park and Costa Mesa
Industrial Park, both located in Los Angeles County, California.  The
Partnership's purchase price for Carson Industrial Park was $9,963,173, which
was paid in cash at closing.  The Partnership's purchase price for Costa Mesa
Industrial Park was $7,046,108, which was paid in cash at closing.

      The Partnership had been actively pursuing the sale of Costa Mesa
Industrial Park which was classified as held for sale as of April 1, 1996 and
therefore had not been subject to continued depreciation as of that date.
The Partnership sold the land and related improvements of the Costa Mesa
Industrial Park in March 1997 for a sale price of $4,456,000.  The sale price
was paid in cash at closing (net of selling costs and prorations) and
resulted in a gain of approximately $1,234,000 (primarily as a result of a
$3,400,000 value impairment provision recorded by the Partnership in 1995)
for financial reporting purposes and a loss of approximately $2,139,000 for
Federal income tax purposes in 1997.  

      In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, as scheduled in early September 1997.<PAGE>

      The Partnership had been actively pursuing the sale of the Carson
Industrial Park property which had been classified as held for sale as of
October 1, 1996 and therefore had not been subject to continued depreciation
as of such date.  The Partnership sold the land and related improvements of
the Carson Industrial Park in August 1997 for a sale price of $7,200,000. 
The sale price was paid in cash at closing (net of selling costs and
prorations) and resulted in a gain of approximately $1,760,000 for financial
reporting purposes (primarily as a result of a $4,300,000 value impairment
provision recorded by the Partnership in 1995), and a loss of approximately
$2,473,000 for Federal income tax purposes in 1997.  

      In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, as scheduled on December 15, 1997.


      Sunrise Town Center

      In October 1989, the Partnership acquired the Sunrise Town Center
shopping center located in Sunrise, Florida.  The shopping center was
anchored by two department stores which were owned independently and were not
purchased by the Partnership.  The Partnership's purchase price for the
shopping center was $14,250,000, all of which was paid in cash at closing.

      As the Partnership had committed to a plan to sell the property, the
property had been classified as held for sale as of December 31, 1996 and
therefore was not subject to continued depreciation as of that date. The
Partnership sold the land and related improvements of the Sunrise Town Center
in December 1997 for a sale price of $4,100,000.  The Partnership received
the sale price in cash at closing, net of selling costs and prorations.  The
sale resulted in no significant gain or loss to the Partnership for financial
reporting purposes, primarily as a result of value impairment provisions
totaling $9,250,000 recorded by the Partnership in 1995, 1996 and 1997.  In
addition, the Partnership recognized a loss on sale of approximately
$8,900,000 for Federal income tax purposes in 1997.

      In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expired, with no
liability to the Partnership, as scheduled in mid-September, 1998.  
<PAGE>
                                CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED


JMB/Landings

      In August 1988, the Partnership, through JMB/Landings Associates, a joint
venture partnership with Carlyle Income Plus, L.P. - II ("CIP-II"), another
partnership sponsored by the General Partners of the Partnership, acquired a
50% interest in The Landings Shopping Center located in Sarasota, Florida.

      JMB/Landings purchased the shopping center for a purchase price of
$13,100,000 which was paid in cash at closing.  The Partnership contributed
one-half of such amount ($6,550,000) to JMB/Landings for its 50% interest. 
As certain specified minimum occupancy and income levels were not achieved,
the purchase price was reduced by approximately $532,000 in 1990.

      The terms of the JMB/Landings partnership agreement provided generally
that annual cash flow, sale proceeds and tax items were to be distributed or
allocated based on the capital contributions made by each partner. 
Distributions and allocations to date have been made 50% to the Partnership.

      As of December 31, 1996, JMB/Landings had committed to a plan to sell the
property and therefore the property was classified by the JMB/Landings
venture as held for sale and was not subject to continued depreciation as of
that date.

      In response to uncertainty relating to the ability to recover the net
carrying value of the property through future operations and sale,
JMB/Landings, for financial reporting purposes, recorded a provision for
value impairment at September 30, 1995 in the amount of $3,500,000 (of which
the Partnership's share was $1,750,000).  Such provision was recorded to
reduce the net basis of the investment property to its then estimated fair
value.

      An affiliate of the General Partners of the Partnership managed the
property for a fee equal to 4% of the property's gross receipts.  Such
property management fees for the years ended December 31, 1997 and 1996 were
$41,809 and $43,866, respectively.

      JMB/Landings sold the land and related improvements of The Landings
Shopping Center in December 1997 for a sale price of $9,700,000. 
JMB/Landings received the sale price in cash at closing, net of selling costs
and prorations.  The sale resulted in a gain of approximately $1,939,000 to
JMB/Landings for financial reporting purposes (of which the Partnership's
share was approximately $970,000), primarily as a result of the above-
mentioned value impairment provision of $3,500,000 (of which the
Partnership's share was $1,750,000) recorded by JMB/Landings in 1995.  In
addition, JMB/Landings recognized a loss on sale of approximately $1,448,000
for Federal income tax purposes in 1997 (of which the Partnership's share was
approximately $724,000).

      
      In connection with the sale of this property, as is customary in such
transactions, JMB/Landings agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
JMB/Landings, as scheduled in late June, 1998. The remaining funds of the<PAGE>
JMB/Landings venture were distributed to the venture partners in late June,
1998.  
      CIP/ASHBY

      In February 1990, the Partnership, through CIP/Ashby, a joint venture
partnership with CIP-II, acquired a 31% interest in The Ashby at McLean
Apartments ("The Ashby") located in McLean, Virginia.  The Ashby had 250
units, commercial space and related parking facilities.  CIP/Ashby's total
cash investment in The Ashby was $28,705,000, of which the Partnership's
share was approximately $8,899,000.

      The terms of the CIP/Ashby partnership agreement provided generally that
annual cash flow, sale proceeds and tax terms were to be distributed or
allocated based on the capital contributions made by each partner. 
Distributions and allocations were made 31% to the Partnership.  The
CIP/Ashby venture was liquidated in 1997.

      As CIP/Ashby had committed to a plan to sell the property, the property
was classified as held for sale as of April 1, 1996, and therefore, was not
subject to continued depreciation as of that date.

      In August 1996, CIP/Ashby sold The Ashby property for a sale price of
$21,400,000, which was paid in cash at closing (net of selling costs and
prorations).  CIP/Ashby recognized a gain on sale of $3,658,205 for financial
reporting purposes (of which the Partnership's share was $1,134,043),
primarily as a result of a $7,572,479 provision for value impairment recorded
by CIP/Ashby in 1994 (of which the Partnership's share was $2,347,468),  and
recognized a loss of approximately $3,549,000 for Federal income tax
reporting purposes in 1996 (of which the Partnership's share was
approximately $1,100,000).

      In connection with the sale of this property, as is customary in such
transactions, CIP/Ashby agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
CIP/Ashby, as scheduled in late August 1997.


MANAGEMENT AGREEMENTS

      All of the Partnership's properties were managed by an affiliate of the
General Partners or a former affiliate of the General Partners for fees
computed as a percentage of certain rents received by the properties.  In
December 1994, one of the affiliated property managers sold substantially all
of its assets and assigned its interest in its management contracts to an
unaffiliated third party.  In addition, certain of the management personnel
of the property manager became management personnel of the purchaser and its
affiliates.  The successor to the affiliated property manager's assets was
acting as the property manager of the Carson and Costa Mesa Industrial Parks
and the Rancho Franciscan and Ashby at McLean Apartments after the assignment
on the same terms that existed prior to the assignment.

PARTNERSHIP AGREEMENT

      Pursuant to the terms of the Partnership Agreement, profits and losses
of the Partnership from operations were generally allocated first to the
General Partners in an amount equal to the greater of the General Partners'
share of "Disbursable Cash" (as described below) or 1%. Profits from the sale
<PAGE>
<TABLE>
                                CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED


or other disposition of investment properties were generally allocated first
to the General Partners in an amount equal to the greater of the General
Partners' share of cash distributions of the proceeds of any such sale or
other disposition (as described below) or 1% of the total profits from any
such sale or other disposition, plus an amount which reduced deficits (if
any) in the General Partners' capital accounts to a level consistent with the
gain anticipated to be realized from the sale of properties.  Losses from the
sale or other disposition of investment properties were allocated 1% to the
General Partners.  Notwithstanding such profit and loss allocation
provisions, the Partnership Agreement further provided that if at any time
profits (including items thereof) were realized by the Partnership, any
current or anticipated event that would cause the deficit balance in absolute
amount in the capital accounts of the General Partners to be greater than
their share of the Partnership's indebtedness (as defined) after such event,
then the General Partners were to be allocated profits to the extent
necessary to cause the deficit balance in the capital accounts of the General
Partners to be no less than their respective share of the Partnership's
indebtedness after such event.  In general, the effect of this provision was
to defer the recognition of gain to the Limited Partners; such provision was
applied to the gain allocated to the General Partners for financial reporting
purposes in 1997.  Such special allocations did not have an effect on total
assets, total partners' capital or net earnings.

      The General Partners made initial capital contributions of $25,000. 
Pursuant to the terms of the Partnership Agreement, the General Partners also
were required to contribute a total of $53,011 to the Partnership upon
liquidation of the Partnership, such amount representing the restoration of
the deficit balances in the General Partners' capital accounts.  "Disbursable
Cash" of the Partnership was to be distributed 93% to the holders of
Interests and 7% to the General Partners; provided, however, that receipt by
the General Partners of two of such seven percentage points of disbursable
cash otherwise distributable to them in any fiscal year was subject to
receipt by the holders of Interests of a 6% return for such year on their
"Average Adjusted Capital Contribution" on a noncumulative basis. 
Distributions of "Sale Proceeds" were to be initially allocated 99% to the
holders of Interests and 1% to the General Partners.  However, upon the
completion of the liquidation of the Partnership and final distribution of
all Partnership funds, all previous distributions of sale proceeds to the
General Partners were to be repaid to the Partnership to the extent that the
holders of Interests had not received sale proceeds equal to their initial
capital investment plus a 6% return thereon (as defined).  After receipt by
the holders of Interests of such preferred return, further distributions of
sale proceeds were to be allocated to the General Partners until the General
Partners had received distributions in an amount equal to 3% of the aggregate
selling prices of all properties sold, with the remaining balance<PAGE>
              
               

                               CARLYLE INCOME PLUS, LTD.
                                 (A LIMITED PARTNERSHIP)

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED

to be distributed 85% to the Holders of Interests and 15% to the General
Partners; provided, however, that such 3% and 15% of sale proceeds
distributable to the General Partners were subordinate to the holders of
Interests' receipt of a 9% return on their investment.  Since the holders of
Interests did not receive an amount equal to their initial contributed
capital from the aggregate sale proceeds of all of the Partnership's
investment properties, the General Partners did not receive any distributions
of proceeds from sales.

    TRANSACTIONS WITH AFFILIATES

      The Partnership, pursuant to the Partnership Agreement, was permitted to
engage in various transactions involving the Corporate General Partner and
its affiliates including the reimbursement for salaries and salary related
expenses of its employees, certain of its officers, and other direct expenses
relating to the administration of the Partnership and the operation of the
Partnership's investments.  Fees, commissions and other expenses incurred and
paid by the Partnership to the General Partners and their affiliates for the
eleven months ended November 30, 1998 (immediately prior to final liquidating
distribution) and for the years ended December 31, 1997 and 1996 were as
follows:
                                                                   UNPAID AT  
                                                                   NOVEMBER 30,
                            1998         1997          1996             1998   
                       ---------    ---------       ---------      ----------
<S>                    <C>          <C>             <C>           <C>
Property management 
 and leasing 
 fees                $       --        39,205          96,140              -- 
Insurance 
 commissions                 --         6,975          15,712              --   
 
Reimbursement (at 
 cost) for accounting                   
 services                 22,590       15,918           5,389              -- 
Reimbursement 
 (at cost) for 
 portfolio management
 services                 12,308       35,005          21,112              -- 
Reimbursement 
 (at cost) for 
 legal service             1,990        7,592           7,861              -- 
Reimbursement 
 (at cost) for 
 administrative 
 charges and other 
 out of pocket 
 expenses                  9,643        5,880             774              --
Partnership winding
 up fee                    5,513           --              --              --
                        --------  --------------  ----------------  ----------
                      $   52,044      110,575         146,988               --
                        ========     ========     ================  ==========
<FN>
</TABLE>                                    <PAGE>
<TABLE>
                                                                                  

                                             CARLYLE INCOME PLUS, LTD.
                                              (A LIMITED PARTNERSHIP)

                                   NOTES TO FINANCIAL STATEMENTS - CONCLUDED


INVESTMENTS IN UNCONSOLIDATED VENTURES

Combined summary financial information for JMB/Landings, which sold its investment property in December 1997, as of and
for the six months ended June 30, 1998 (the date of dissolution of the JMB/Landings venture) and for the year ended
December 31, 1997, and CIP/Ashby, which sold its investment property in August 1996, for the year ended December 31, 1997
is as follows:

<CAPTION>
                                                                                         1998                       1997    
                                                                                     -----------                ----------- 
<S>                                                                                 <C>                         <C>
Current assets. . . . . . . . . . . . . . . . . . . . . . . . . . .         $                 --                 10,863,026 
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . .                           --                    (14,369)
                                                                                     -----------                ----------- 

          Working capital . . . . . . . . . . . . . . . . . . . . .                           --                 10,848,657 
                                                                                     -----------                ----------- 
Venture partner's equity. . . . . . . . . . . . . . . . . . . . . .                           --                 (5,423,718)
                                                                                     -----------                ----------- 

          Partnership's capital . . . . . . . . . . . . . . . . . .         $                 --                  5,424,939 
                                                                                     ===========                =========== 

Represented by:
  Invested capital. . . . . . . . . . . . . . . . . . . . . . . . .         $                 --                  6,705,838 
  Cumulative distributions. . . . . . . . . . . . . . . . . . . . .                           --                 (2,729,801)
  Cumulative earnings (loss). . . . . . . . . . . . . . . . . . . .                           --                  1,448,902 
                                                                                     -----------                ----------- 

                                                                            $                 --                  5,424,939 
                                                                                     ===========                =========== 
                                                                    <PAGE>
      

                                                  CARLYLE INCOME PLUS, LTD.
                                                   (A LIMITED PARTNERSHIP)

                                                NOTES TO FINANCIAL STATEMENTS - CONCLUDED


                                                                                         1998                         1997  
JMB/LANDINGS (property sold December 30, 1997)                                       -----------                  ----------
                                                                                                                            
Total income. . . . . . . . . . . . . . . . . . . . . . . . . . . .         $             18,812                    960,184 
                                                                                     ===========                  ==========
Expenses applicable to earnings . . . . . . . . . . . . . . . . . .         $              9,498                    319,430 
  (depreciation suspended December 31, 1996)                                         ===========                  ==========

Earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .         $              9,314                    640,754  
                                                                                     ===========                  ==========

Partnership's share of earnings (loss). . . . . . . . . . . . . . .         $              3,224                    320,377 
                                                                                     ===========                  ==========
Gain on sale of property. . . . . . . . . . . . . . . . . . . . . .         $                 --                  1,938,838     
                                                                                     ===========                  ==========
Partnership's share of gain on sale of property . . . . . . . . . .         $                 --                    969,419     
                                                                                     ===========                  ==========

CIP/ASHBY (property sold August 26, 1996)

Total Income. . . . . . . . . . . . . . . . . . . . . . . . . . . .         $                 --                      4,550 
                                                                                     ===========                  ==========
                                                                                                         
Expenses applicable to earnings (depreciation
 suspended April 1, 1996) . . . . . . . . . . . . . . . . . . . . .         $                 --                     11,327 
                                                                                     ===========                  ==========
Earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .         $                 --                     (6,777)
                                                                                     ===========                  ==========
Partnership's share of earnings (loss). . . . . . . . . . . . . . .         $                 --                     (2,101)
                                                                                     ===========                  ==========
Also, for the year ended December 31, 1996, total income was $1,038,681 and $2,683,046; expenses applicable to operating
earnings were $731,675 and $1,334,670, and net operating earnings (loss) was $307,006 and $1,348,376, respectively, for
JMB/Landings and CIP/Ashby.  Also, for the year ended December 31, 1996, gain on sale of property for CIP/Ashby was
$3,658,205.

/TABLE
<PAGE>
ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

        There were no changes in, or disagreements with, accountants during the
eleven months ended November 30, 1998 (immediately prior to final liquidating
distribution) and the fiscal year 1997.

                                        PART III

ITEM  10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

        The Corporate General Partner of the Partnership was 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, had responsibility for all aspects of
the Partnership's operations, subject to the requirement that purchases and
sales of real property were required to be approved by the Associate General
Partner of the Partnership, AGPP Associates, L.P., an Illinois limited
partnership with JMB as its sole general partner.  The limited partners of
the Associate General Partner are generally officers, directors  and
affiliates of JMB or its affiliates. 

        The Partnership was 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 were 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 were provided on terms no less favorable
to the Partnership than could have been obtained from independent third
parties and were otherwise subject to conditions and restrictions contained
in the Partnership Agreement.  The Partnership Agreement permitted the
General Partners and their affiliates to provide services to, and otherwise
deal and do business with, persons who may have been  engaged in transactions
with the Partnership, and permitted 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 have been in competition with the Partnership under
certain circumstances, including, in certain geographical markets, for
tenants and/or for the sale of properties.  Because the timing and amount of
cash distributions and profits and losses of the Partnership may have been
affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell a property, the
establishment and maintenance of reasonable reserves and the determination of
the source of such reserves (i.e., offering proceeds, cash generated from
operations or sale proceeds), the timing of expenditures and the allocation
of certain tax items under the Partnership Agreement, the General Partners
may have had a conflict of interest with respect to such determinations.  
<PAGE>
        The names, positions held and length of service therein of each
director and the executive and certain other officers of the Corporate
General Partner are as follows:

                                                                       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               Executive Vice President                   1/02/87
                              Chief Executive Officer                    8/01/93
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















                                            <PAGE>
   
   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
2, 1999.  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 2, 1999.  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 selected as such.

      JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XI ("Carlyle-XI"), Carlyle Real Estate Limited Partnership-XIII
("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV
("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"),
Carlyle Income Plus, L.P. II ("Carlyle Income Plus-II"), and the managing
general partner of JMB Income Properties, Ltd.-V ("JMB Income-V"), JMB Income
Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties, Ltd.-X ("JMB
Income-X") and JMB Income Properties, Ltd.-XI ("JMB Income-XI").  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")).  Most of such directors and officers are also partners, directly
or indirectly, of certain partnerships which are or were associate general
partners in the following real estate limited partnerships, among others: 
the Partnership, Carlyle-XI, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, JMB
Income-VII, JMB Income-X, JMB Income-XI and Carlyle Income Plus-II. 

      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 61) is an individual general partner of JMB Income-V. 
Mr. Malkin has been associated with JMB since October 1969.  Mr. Malkin 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.  He is a Certified Public Accountant.
<PAGE>
      Neil G. Bluhm (age 61) is an individual general partner of JMB Income-V. 
Mr. Bluhm has been associated with JMB since August 1970.   He is also a
principal of Walton Street Capital, L.L.C., which sponsors real estate
investment funds, and a  director of Urban Shopping Centers,Inc.  He is a
member of the Bar of the State of Illinois and a Certified Public Accountant.

      Burton E. Glazov (age 60) has been associated with JMB since June 1971,
and served as an Executive Vice President of JMB until December 1990.  Mr.
Glazov is currently retired.  He is a member of the Bar of the State of
Illinois. 

      Stuart C. Nathan (age 57) has been associated with JMB since July 1972. 
  He is a member of the Bar of the State of Illinois.

      A. Lee Sacks (age 65) has been associated with JMB since December 1972. 
He is also President and a director of JMB Insurance Agency, Inc.

      John G. Schreiber (age 52) 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 Investment, Inc., which is engaged in
the real estate investing business.  He is also a senior advisor and partner
of Blackstone Real Estate Advisors L.P., an affiliate of the Blackstone
Group, L.P.  He is also a director of Urban Shopping Centers, Inc., a trustee
of Amli Residential Property Trust and a director of a number of investment
companies advised or managed by T. Rowe Price Associates, Inc. and its
affiliates.  He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

      H. Rigel Barber (age 50) 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 51) 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 46) 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 50) 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.

      Howard Kogen (age 63) has been associated with JMB since March 1973.  He
is a Certified Public Accountant.
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

      The General Partners were entitled to receive a share of cash
distributions, when and as cash distributions were made to the Limited
Partners, and a share of profits or losses.  Reference is also made to the
Notes for a description of such distributions and allocations.  In 1998, 1997
and 1996, cash distributions of $70,112, $74,786,  and $186,964,
respectively, were paid to the General Partners.  Pursuant to the terms of
the Partnership Agreement, the General Partners were required to contribute
a total of $53,011 to the Partnership upon liquidation of the Partnership at
November 30, 1998, such amount representing the restoration of the deficit
balances in the General Partners' capital accounts.  The General Partners
were allocated taxable loss of $10,310 in 1998.

      The Partnership, pursuant to the Partnership Agreement, was permitted 
to engage in various transactions involving the Corporate General Partner and
its affiliates including the reimbursement for salaries and salary related
expenses of its employees, certain of its officers, and other direct expenses
relating to the administration of the Partnership and the operation of the
Partnership's investments.  The relationship of the Corporate General Partner
( and its directors and officers) to its affiliates is set forth in Item 10
above.

      The Corporate General Partner and its affiliates were due reimbursement
(at cost) in 1998 for accounting services, portfolio management services,
legal services and for administrative charges and other out-of-pocket
expenses of $22,590, $12,308, $1,990, and $9,643, respectively, all of which
was paid at November 30, 1998.  

      The Corporate General Partner also was entitled to and received a fee of
$5,513 in 1998, pursuant to a winding up agreement between the Partnership
and the Corporate General Partner, in consideration of the Corporate General
Partner's assumption of the obligation of potential Partnership liabilities
(as defined).

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                   
 
      
MANAGEMENT

      (a)  No person or group was known by the Partnership to own beneficially
more than 5% of the outstanding Interests of the Partnership immediately
prior to the liquidation of the Partnership.
      <PAGE>
<TABLE>
      (b)  The Corporate General Partner, its officers and directors and 
the Associate General Partner of the Partnership owned the following 
Interests of the Partnership immediately prior to its liquidation:

<CAPTION>
                          Name of                            Amount and Nature
                        Beneficial                             of Beneficial                 Percent
Title of Class            Owner                                  Ownership                  of Class
---------------        ------------------------              ---------------            ---------------
<S>                    <C>                                          <C>        
Limited Partnership    JMB Realty Corporation                 5 Interests (1)               Less than 1%
Interests and Assignee                                                                     indirectly 
Interests therein
                                                        
Limited Partnership   Corporate General Partner,           7.07865 Interests              Less than
Interests and 
Assignee            its officers and directors, and                                                  1%  
Interests therein   the Associate General Partner                                                     
                    as a group
<FN>   
-----------
      (1) Included 5 Interests owned by the Initial Limited Partner of the 
Partnership for which JMB Realty Corporation, as the indirect majority 
shareholder of the Initial Limited Partner, was deemed to have the voting and
investment power.  

      (2) Included 2.07865 Interests owned by an officer or his relative for 
which such officer had investment and voting power as to such Interests.

      No officer or director of the Corporate General Partner possessed the 
right to acquire beneficial ownership of Interests of the Partnership.

      Reference is made to Item 10 for a description of the ownership of the 
Corporate General Partner.

      (c)  There existed no arrangement, known to the Partnership, the 
operation of which would have resulted in a change in control of the 
Partnership.

ITEM  13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      There were no significant transactions or business relationships with the 
Corporate General Partner, its affiliates or their management other than 
those described in Items 10 and 11 above.
/TABLE
<PAGE>

                                         PART IV


ITEM  14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
               REPORTS ON FORM 8-K

     (a)    The following documents are filed as part of this report:

            (1)         Financial Statements (See Index to Financial Statements
                        filed with this annual report).

            (2)         Exhibits.

               3.1.     Amended and Restated Agreement of Limited Partnership
                        is hereby incorporated by reference to Exhibit A of the
                        Partnership's Prospectus contained in the Partnership's
                        Post-Effective Amendment No. 1 to Form S-11 (File No.
                        33-5309) Registration Statement dated December 8, 1987.

               3.2.     The Prospectus of the Partnership dated December 8,
                        1986 is hereby incorporated by reference to the
                        Partnership's Post-Effective Amendment No. 1 to Form S-
                        11 (File No. 33-5309) Registration Statement dated
                        December 8, 1987.


               3.3      Acknowledgement of rights and duties of the General
                        Partners of the Partnership between AGPP Associates,
                        L.P.  (a successor Associate General Partner of the
                        Partnership) and JMB Realty Corporation as of December
                        31, 1995 is incorporated herein by reference to the
                        Partnership's report for June 30, 1996 on Form 10-Q
                        (File No. 000-16975) dated August 8, 1996.
     
               4.       Assignment Agreement is hereby incorporated by
                        reference to Exhibit B of the Partnership's Prospectus
                        contained in the Partnership's Post- Effective
                        Amendment No. 1 to Form S-11 (Form No.33-5309)
                        Registration Statement dated December 8, 1987.

               
               10.1.   Agreement dated August 11, 1987 between JMB 
                       Securities Corporation and SDK Industrial Parks
                       (included are all exhibits pursuant thereto) is hereby
                       incorporated by reference to Exhibit 10.2 of the
                       Partnership's Post-Effective Amendment No. 2 to Form S-
                       11 (File No. 33-5309) Registration Statement dated
                       August 17, 1987.<PAGE>
    
  
            10.2.      Agreement for Operation and Management Shopping Center
                       dated August 11, 1987 between the Partnership and
                       Draper and Kramer Incorporated is hereby incorporated
                       by reference to Exhibit D of Exhibit 10.2 of the
                       Partnership's Post-Effective Amendment No. 2 to Form 
                       S-11 (File No. 33-5309) Registration Statement dated
                       August 17, 1987.

           10.3*       Agreement dated as of January 24, 1990, by and between
                       McLean Associates Limited Partnership and a partnership
                       to be formed that was to be supervised or advised by an
                       affiliate of JMB Realty Corporation relating to The
                       Ashby at McLean Apartments.

           10.4*       Agreement of Partnership of CIP/Ashby Partners dated
                       January 30, 1990, by and between Carlyle Income Plus,
                       Ltd. and Carlyle Income Plus, L.P.-II.

           10.5*       Assumption Agreement dated as of February 21, 1990, by
                       and between McLean Associates Limited Partnership and
                       CIP/Ashby Partners.

           10.6        Real Property Purchase Agreement between JMB/Landings
                       Associates and Inland Real Estate Acquisitions, dated
                       November 25, 1997 relating to the sale by JMB/Landings
                       Associates of the Landings Shopping Center is hereby
                       incorporated herein by reference to the Partnership's
                       report for December 30, 1997 on Form 8-K (File No. 000-
                       16975) dated January 12, 1998.

           10.7        Real Property Purchase Agreement between Carlyle Income
                       Plus, Ltd. and PEBB Enterprises Sunrise Town Center
                       Ltd., dated November 17, 1997 relating to the sale by
                       the Partnership of the Sunrise Town Center is hereby
                       incorporated herein by reference to the Partnership's
                       report for December 16, 1997 on Form 8-K (File No. 000-
                       16975) dated  December 29, 1997.
<PAGE>
         
          10.8        Real Property Purchase Agreement between Carlyle Income
                      Plus, Ltd. and Koll Cornerstone II, dated April 21,
                      1997 relating to the sale by the Partnership of the
                      Carson Industrial Park is hereby incorporated herein by
                      reference to the Partnership's Report for August 15,
                      1997 on Form 8-K (File No. 000-16925) dated August 28,
                      1997.

         10.9         Real Property Purchase Agreement between Carlyle Income
                      Plus, Ltd., Hamilton Airway I, LLC, and John W.
                      Hamilton dated February 27, 1997 relating to the sale
                      by the Partnership of the Costa Mesa Industrial Park is
                      hereby incorporated herein by reference to the
                      Partnership's Report for March 3, 1997 on Form 8-K
                      (File No. 000-16975) dated March 14, 1997.

       10.10          Real Property Purchase Agreement between Carlyle Income
                      Plus, Ltd. and Steven I. Lyons and Michael Towbes, as
                      tenants in common, dated January 7, 1997 relating to
                      the sale by the Partnership of the Rancho Franciscan
                      Apartments is hereby incorporated herein by reference
                      to the Partnership's Report for January 22, 1997 on
                      Form 8-K (File No. 000-16975) dated January 31, 1997.

          21.         List of Subsidiaries.

          24.        Powers of Attorney

          27.        Financial Data Schedule

      (b)    The following report on Form 8-K was filed since the beginning 
of the last quarter of the period covered by this report.

      The Partnership's report on Form 8-K (File No.000-16975) for November 19,
1998 describing the Partnership's final liquidating distribution and
dissolution and change in fiscal year was filed.  No financial statements
were required to be filed therewith. 

-------------
      *   Previously filed as Exhibits 10.4-10.6 to the Partnership's Report on
Form 10-K of the Securities Exchange Act of 1934 (File No. 000-16975) filed
on March 28, 1989 and hereby incorporated herein by reference.

      No annual report for the eleven months ended November 30, 1998
(immediately prior to final liquidating distribution) or proxy material has
been sent to the Partners of the Partnership.  An annual report will be sent
to the Partners subsequent to this filing.<PAGE>
                                     
 
                                    SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

           CARLYLE INCOME PLUS, LTD.

           By:        JMB Realty Corporation
                      Corporate General Partner


           By:        Gailen J. Hull
                      Senior Vice President
           Date:      February 26, 1999

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

           By:        JMB Realty Corporation
                      Corporate General Partner

                      JUDD D. MALKIN*                                           
 
           By:        Judd D. Malkin, Chairman and 
                      Chief Financial Officer
           Date:      February 26, 1999

                      NEIL G. BLUHM*                                          
 By:                  Neil G. Bluhm, President and Director
           Date:      February 26, 1999


           By:        H. RIGEL BARBER*                                        
                      H. Rigel Barber, Chief Executive Officer
           Date:      February 26, 1999


           By:        GLENN E. EMIG*
                      Glen E. Emig, Chief Operating Officer
           Date:      February 26, 1999

                                                                             
           By:        Gailen J. Hull, Senior Vice President
                      Principal Accounting Officer
           Date:      February 26,1999


           By:        A. LEE SACKS*                                          
                      A. Lee Sacks, Director
           Date:      February 26, 1999

                      STUART C. NATHAN*                                         
           By:        Stuart C. Nathan, Executive Vice President and Director
           Date:      February 26, 1999


           *By:       GAILEN J. HULL, Pursuant to a Power of Attorney
                                                                             
           By:        Gailen J. Hull, Attorney-in-Fact
           Date:      February 26, 1999




                                CARLYLE INCOME PLUS, LTD.

                                      EXHIBIT INDEX



                                                    Document    Sequentially
Exhibit                                           incorporated    numbered
  No.                      Exhibit                by reference      page  

3.1.            Amended and Restated
                Agreement of Limited
                Partnership, incorporated
                by reference to Exhibit A
                of the Partnership's
                Prospectus                             Yes

3.2.            Certain pages of the Prospectus
                of the Partnership dated
                December 8, 1986.                      Yes

3.3             Acknowledgement of rights
                and duties of the General
                Partners of the Partnership            Yes

4.              Assignment Agreement, 
                incorporated by reference
                to Exhibit B to the
                Partnership's Prospectus               Yes

10.1.-          
10.10           * Material Contracts                   Yes

21.             List of Subsidiaries                    No         

24.             Powers of Attorney                      No                   

27.             Financial Data Schedule                 No                   














                                            <PAGE>