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, L.P. - II, does 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 or directors, a Report on Form 10-K of said
partnership for the fiscal year ended December 31, 1998 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 has executed this Power of Attorney the
29th day of January, 1999.


                                     _______________________
                                     Neil G. Bluhm                
                                     President and Director


                                     _______________________
                                     Judd D. Malkin               
                                     Chairman and  Chief Financial Officer


                                     _______________________
                                     A. Lee Sacks                 
                                     Director of General Partner


                                     _______________________
                                     Stuart C. Nathan             
                                     Executive Vice President
                                     Director of General Partner


    The undersigned hereby acknowledge and accept such power of authority to
sign, in the name and on behalf of the above named officers and/or directors,
a Report on Form 10-K of said partnership for the fiscal year ended December
31, 1998 and any and all amendments thereto, the 29th day of January, 1999.



                                  _______________________________             
                                        Gary Nickele


                                  _______________________________
                                        Gailen J. Hull
                                           


                                   _______________________________
                                          Dennis M. Quinn<PAGE>
      


                                                                  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, L.P
- II, does 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, 1998 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 has executed this Power of Attorney
the 29th day of January, 1999.



                        _____________________________________
                                H. Rigel Barber                                 
                              Chief Executive Officer

                                        
                        _____________________________________
                                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, 1998 and
any and all amendments thereto, the 29th day of January, 1999.


                       _____________________________________         
                               Gary Nickele



                        _____________________________________                
                             Gailen J. Hull

                        _____________________________________               
                            Dennis M. Quinn
                                                                            
                        <PAGE>
EXHIBIT 27