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

Re:  Carlyle Income Plus, L.P. - II
     Commission File No. 0-17705
     Form 10-K405/A

Gentlemen:

Transmitted, for the above-mentioned registrant, is the electronically filed
executed copy of registrant's current report on Form 10-K405/A for the year
ended December 31, 1998.


Thank you.

Very truly yours,

CARLYLE INCOME PLUS, L.P. - II

By:  JMB Realty Corporation
     Corporate General Partner



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

Enclosures <PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K405/A

AMENDMENT NO. 1

Filed Pursuant to Section 12, 13 or 15(d) 
of the Securities Exchange act of 1934

CARLYLE INCOME PLUS, L.P. - II

(Exact name of registrant as specified in its charter)

Commission File     I.R.S. Employer Identification
           0-17705                    36-3555432               

     The undersigned registrant hereby amends the following section of its
Report for the year ended December 31, 1998 on Form 10-K/A as set forth in
the page attached hereto:

PART III
ITEM 11. EXECUTIVE COMPENSATION
PAGE 57


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            CARLYLE INCOME PLUS, L.P. - II
           
                            By:   JMB Realty Corporation
                                  (Corporate General Partner)



                                  By:  GAILEN J. HULL
                                       Gailen J. Hull
                                       and Principal Accounting Officer


April 23, 1999<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The General Partners are entitled to receive a share of cash
distributions, when and as cash distributions are 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, the General Partners received distributions of $219,869, $135,305
and $135,304, respectively.  The General Partners were allocated taxable
income of $ 78,901 in 1998.

     The Partnership, pursuant to the Partnership Agreement, is 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.

     JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, earned and received in 1998 insurance brokerage commissions from the
Partnership in 1998 aggregating $3,255 in connection with providing insurance
coverage for the Partnership's remaining real property investment. Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

     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  $21,344,  $14,510, $3,621 and $3,598, respectively, of which
$9,459  was unpaid at December 31, 1998.  

     All amounts payable to the General Partners and their affiliates do not
bear interest and are expected to be paid in future periods.

     In March 1999 BRE/Connecticut LLC ("BRE/Connecticut") entered into a
contract to purchase the 1225 Connecticut Avenue office building from 1225
Investment Corporation (the "Corporation"), a private real estate investment
trust in which the Partnership owns approximately 43.6% of the outstanding
stock, for $52,960,000, subject to adjustment for prorations and closing
costs.  John G. Schreiber is (i) a director of JMB Realty Corporation
("JMB"), which is the Corporate General Partner of the Partnership, and (ii)
a limited partner in the Associate General Partner of the Partnership.  (JMB
is also the general partner of the Associate General Partner).  Mr Schreiber
and his family members, directly or indirectly, own limited partnership
interests in Blackstone Real Estate Advisors, L.P. ("BREA") and certain of
its affiliates, through which Mr. Schreiber and his family members have an
interest of up to approximately 2% of the profits of BRE/Connecticut and may
also invest in BRE/Connecticut up to a specified percentage (generally not in
excess of 2%) of the equity capital invested by BREA and its affiliates and
will be entitled to receive any profits from such investment in proportion to
their equity capital invested.  Mr Schreiber and his family members will also
be entitled to receive a portion (estimated at $76,000) of the acquisition
fee and a portion of asset management fees to be paid by BRE/Connecticut to
BREA.   The price and other terms of the contract for the sale were
negotiated at arm's-length.  The decision to approve the sale on behalf of
the Partnership as a stockholder in the Corporation was made by JMB, which,
as noted above, is the Corporate General Partner (and the general partner of
the Associate General Partner) of the Partnership.  Mr. Schreiber did not
participate in JMB's decision on behalf of the Partnership to approve the
sale of the property, nor in BRE/Connecticut's decision to enter into the
contract for the purchase of the property.

                                  57<PAGE>