EXHIBIT 24     



                               POWER OF ATTORNEY

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

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


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



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


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


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


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


                                          DENNIS M. QUINN
                                          -----------------------
                                          Dennis M. Quinn
<PAGE>
                                                            EXHIBIT 24     
                             POWER OF ATTORNEY

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

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


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


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


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


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

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


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


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


                                          DENNIS M. QUINN
                                          -----------------------
                                          Dennis M. Quinn<PAGE>