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-Q

Gentlemen:

Transmitted, for the above-captioned registrant, is the electronically filed
executed copy of registrant's current report on Form 10-Q for the 1st quarter
March 31, 2000.


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

GJH/jt
Enclosures

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-Q

          Quarterly Report under Section 13 or 15(d)
            of the Securities Exchange Act of 1934



For the quarter ended March 31, 2000    Commission file
                                        number 0-17705



                 CARLYLE INCOME PLUS, L.P.-II
    (Exact name of registrant as specified in its charter)




           Delaware                          36-3555432
    (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



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
     ____      _____







                                           TABLE OF CONTENTS




PART I   FINANCIAL INFORMATION


Item 1.  Financial Statements. . . . . . . . . . . . .     3

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of
         Operations. . . . . . . . . . . . . . . . . .    13


PART II  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K. . . . . . .    15


<TABLE>

PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)

                                        BALANCE SHEETS

                             MARCH 31, 2000 and DECEMBER 31, 1999

                                          (UNAUDITED)


                                                A s s e t s
                                              --------------
<CAPTION>
                                             March 31,    December 31,
                                              2000            1999
<S>                                          ---------    ------------
Current assets:                                 <C>         <C>
  Cash and cash equivalents  . . . . . . . $   832,123       2,500,970
  Interest and other receivables . . . . .       3,943           9,713
                                             ---------       ---------
    Total current assets . . . . . . . . .     836,066       2,510,683
                                             ---------       ---------
Investment in unconsolidated affiliated
  corporation, at equity   . . . . . . .        35,229          32,617
                                            ----------       ---------
                                           $   871,295       2,543,300
                                            ==========       =========



                                CARLYLE INCOME PLUS, L.P. - II
                                    (A LIMITED PARTNERSHIP)

                                  BALANCE SHEETS - CONTINUED

                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

Current liabilities:
  Accounts payable . . . . . . . . . . . .$    42,178           33,261
  Amounts due to affiliates  . . . . . . .     12,559            8,385
                                              ----------     ---------
    Total current liabilities. . . . . . .     54,737           41,646
                                               ---------    ----------
Commitments and contingencies

Partners' capital accounts
 (deficits):
  General partners:
    Capital contributions. . . . . . . . .     25,000          25,000
    Cumulative net earnings. . . . . . . .    859,867         809,128
    Cumulative cash distributions. . . . . (1,329,162)     (1,278,423)
                                            -----------       ---------
                                             (444,295)       (444,295)
                                            -----------       ---------
  Limited partners (64,269.53 interests):
    Capital contributions, net of
     offering costs and
     purchase discounts. . . . . . . . . . 55,256,131      55,256,131
    Cumulative net earnings. . . . . . . . 13,435,783      13,514,141
    Cumulative cash distributions. . . . .(67,431,061)    (65,824,323)
                                          -----------      -----------
                                            1,260,853       2,945,949
                                          -----------     -----------
        Total partners' capital accounts .    816,558       2,501,654
                                          -----------      ----------
                                          $   871,295       2,543,300
                                          ===========      ==========


                         See accompanying notes to financial statements.

                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)

                                   STATEMENTS OF OPERATIONS

                          THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                          (UNAUDITED)
<CAPTION>
                                               2000       1999
                                             --------   -------
<S>                                         <C>         <C>
Income:
Interest income. . . . . . . . . .         $  25,694     13,190
                                            --------     ------
Expenses:
Professional services. . . . . . .            18,800     38,300
General and administrative . . . .            37,125     43,627
                                             --------   -------
                                              55,925     81,927
                                             --------   -------

                                             (30,231)   (68,737)
Partnership's share of operations of
 unconsolidated affiliated
 corporation   . . . . . . . . . .             2,612    555,507
                                             --------   --------
   Earnings (loss) before gain (loss)
    on sale of investment property
    and extraordinary items. . . .           (27,619)   486,770

Partnership's share of (loss) on sale
 of property by unconsolidated
 affiliated corporation. . . . . .                --     (7,141)
                                             --------   --------

   Earnings (loss) before
    extraordinary items. . . . . .           (27,619)   479,629

Partnership's share of extraordinary
 item of unconsolidated affiliated
 corporation-prepayment penalty. .                --   (107,526)

Partnership's share of extraordinary
 item of unconsolidated affiliated
 corporation-write-off of unamortized
 deferred financing costs. . . . .                --    (14,930)


                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)

                             STATEMENTS OF OPERATIONS - CONTINUED



   Net earnings (loss) . . . . . .          $(27,619)    357,173
                                             ========   ========
Net earnings (loss) per limited
  partnership interest:

   Net earnings (loss) . . . . . .         $   (1.22)       7.20

   Partnership's share of (loss) on
    sale of investment property by
    unconsolidated affiliated
    corporation. . . . . . . . . .                --       (.11)

   Partnership's share of
    extraordinary  items (net) of
    unconsolidated affiliated
    corporation. . . . . . . . . .                --      (1.81)
                                             --------    -------
                                           $   (1.22)      5.28
                                             ========    =======


   Cash distributions per limited
    partnership interest . . . . .         $    25.00        --
                                             ========   ========

<FN>















                        See accompanying notes to financial statements.
</TABLE>
<TABLE>
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)

                                   STATEMENTS OF CASH FLOWS

                          THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                          (UNAUDITED)
<CAPTION>

                                               2000              1999
                                            --------            ------

<S>                                              <C>          <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . .         $  (27,619)        357,173
Items not requiring (providing)
 cash or cash equivalents:
Partnership's share of operations
 of unconsolidated affiliated corporation,
 net of dividends. . . . . . . . .            (2,612)        (555,507)
 Partnership's share of loss on sale
 of property by unconsolidated
  affiliated corporation . . . . .               --             7,141
 Partnership's share of total
 extraordinary items of
 unconsolidated affiliated
  corporation. . . . . . . . . . .               --           122,456

Changes in:
Interest and
 other receivables . . . . . . . .            5,770            (1,066)
Accounts payable . . . . . . . . .            8,917            44,215
Amounts due to affiliates. . . . .            4,174               780
                                          ----------         ---------
Net cash provided by (used in)
 operating activities. . . . . . .          (11,370)          (24,808)
                                          ----------         ---------


<PAGE>
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)
                       CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


Cash flows from investing activities:
  Partnership's distributions from
    unconsolidated corporation . .                --          435,360
                                           ---------       ----------
  Net cash provided by (used in) investing
    activities . . . . . . . . . .                --          435,360
                                           ---------        ---------
Cash flows from financing activities
Distributions to limited
   partners. . . . . . . . . . . .        (1,606,738)              --
Distributions to general
  partners . . . . . . . . . . . .           (50,739)              --
                                           ---------        ----------
Net cash provided by (used in)
   investing activities. . . . . .        (1,657,477)              --
                                           ---------        ----------
Net increase (decrease) in cash and
  cash equivalents . . . . . . . .        (1,668,847)          410,552
                                           ---------       -----------
Cash and cash equivalents,
  beginning of year. . . . . . . .          2,500,970        1,194,778
                                           ----------      -----------
Cash and cash equivalents,
  end of period. . . . . . . . . .         $  832,123        1,605,330
                                           ==========      ===========

                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)
                              STATEMENTS OF CASH FLOWS - CONTINUED



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>

                CARLYLE INCOME PLUS,L.P. - II
                    (A LIMITED PARTNERSHIP)

                NOTES TO FINANCIAL STATEMENTS

                    March 31, 2000 and 1999

                          (Unaudited)
GENERAL


  Readers of this quarterly report should refer to the Partnership's audited
financial statements for the year ended December 31, 1999, which are included
in the Partnership's 1999 Annual Report, as certain footnote disclosures
which would substantially duplicate those contained in such audited financial
statements have been omitted from this report.

  The preparation of financial statements in accordance with GAAP requires
the Partnership to make estimates and assumptions that affect the reported or
disclosed amount of assets and liabilities and disclosure of contingent
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 differ from these estimates.

  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.  The Partnership's policy was to consider a property to be held for
sale or disposition when the Partnership had committed to a plan to sell such
property and active marketing activity had commenced or was expected to
commence in the near term.  The Partnership and its unconsolidated affiliated
corporation had committed to such a plan as of December 31, 1996 for 1225
Connecticut Avenue, N.W. office building, which was sold in March 1999.  In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" were no longer depreciated.

  The accompanying financial statements include $2,612 and $555,507,
respectively, of the Partnership's share of total operations of $6,000 and
$1,276,000 for the three months ended March 31, 2000 and 1999, respectively,
for unconsolidated properties sold or held for sale or disposition.

TRANSACTIONS WITH AFFILIATES

  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.  Such costs recognized by the Partnership  for the
three months ended March 31, 2000 and 1999 aggregated  $9,393 and  $8,808,
respectively.  Costs totaling $12,559 were unpaid at March 31, 2000 and are
expected to be paid in future periods.

1225 CONNECTICUT AVENUE

    On March 29, 1999, 1225 Investment Corporation completed the sale of the
1225 Connecticut Avenue, N.W. office building for a sale price of
$52,960,000, payable in cash at closing (subject to adjustment for selling
costs of approximately $1,103,000 and operating prorations of approximately
$515,000).   The Partnership's share of the sale proceeds, after payment by
1225 Investment Corporation to retire the existing mortgage indebtedness
(scheduled to mature in February 2001) with a principal balance of $7,000,000
and payment of the associated prepayment penalty of approximately $247,000,
was approximately $19,420,000. The sale resulted in no significant gain or
loss on sale for financial reporting purposes to 1225 Investment Corporation,
primarily as a result of  value impairment provisions totaling  $7,765,956


CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

recorded by 1225 Investment Corporation in 1996 and 1998 (of which the
Partnership's share was $3,381,297). Additionally, 1225 Investment
Corporation recognized a loss on sale in 1999 for Federal income tax purposes
of approximately $1,900,000.  However, the Partnership is expected to
recognize a loss on its investment in its unconsolidated affiliated
corporation, 1225 Investment Corporation, for Federal income tax purposes of
approximately $1,450,000 upon liquidation of such corporation, which is
expected to be in 2000.

    In connection with the sale of this property, as is customary in such
transactions, 1225 Investment Corporation agreed to certain representations
and warranties with a stipulated survival period which expired, with no
liability to 1225 Investment Corporation, as scheduled on December 10, 1999.

    In April, 1999, the Partnership received a dividend of $19,596,000 from
1225 Investment Corporation, of which $18,987,600 represented the
Partnership's share of current distributable proceeds from the sale of the
1225 Connecticut Avenue, N.W. office building and $608,400 represented the
Partnership's share of operations. In December 1999, after the expiration of
the aforementioned survival period for representations and warranties, the
Partnership received a dividend of $573,120 from 1225 Investment Corporation,
of which $435,360 represented the Partnership's residual share of proceeds
from the sale of the 1225 Connecticut Avenue, N.W. office building and
$137,760 represented the Partnership's share of cash flow from operations.
The Partnership also received a dividend from operations of $435,360 from
1225 Investment Corporation in February 1999.

    The Partnership distributed approximately $18,960,000 in late May 1999
to the holders of Interests ($295 per Interest) from the aforementioned sale
proceeds and approximately $321,000 to the holders of Interests ($5 per
Interest) from cash flow from operations and reserves, including those from
offering proceeds.  The Partnership also distributed $16,913 to the General
Partners, representing their share of cash flow from operations and reserves,
including those from offering proceeds.

    In February 2000, the Partnership made a cash distribution of $1,606,738
($25.00 per Interest) to the holders of Interests, which included $10 per
Interest from the proceeds of the March 1999 sale of the 1225 Connecticut
Avenue, N.W. office building and $15 per Interest from cash flow from
operations and reserves.  The Partnership also paid a distribution of $50,739
to the General Partners, which represented their share of cash flow from
operations and reserves.  The General Partners were not entitled to receive
their share of any distributions of proceeds from sale, as the subordination
requirements of the Partnership Agreement necessary for the retention of
sales proceeds by the General Partners will not be met.  No further
distributions of cash flow will be made until the liquidation of the
Partnership.

    1225 CONNECTICUT AVENUE, N.W.

      Summary income statement information for 1225 Investment Corporation
for the three months ended March 31, 2000 and 1999 is as follows:
                            2000         1999
                          ---------   ---------
 Total income. . . . . .$    7,000   2,045,000
                         =========     =========
 Operating earnings. . .$    6,000   1,276,000
                         =========     =========
 Partnership's share of
  operating earnings . .$    2,612     555,507
                         =========     =========
 Gain (loss) on sale of
  property . . . . . . .$      --       (16,402)
                         =========    ==========
 Partnership's share of
  gain (loss)on sale of
   property. . . . . . .$      --        (7,141)
                         =========     =========
 Extraordinary items . .$      --      (281,281)
                          =========    =========
 Partnership's share of
  extraordinary items. .$      --      (122,456)
                          =========    =========
ADJUSTMENTS

    In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31, 2000
and for the three months ended March 31, 2000 and 1999.
[FN]


PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     The Partnership had cash and cash equivalents of approximately $832,000
at March 31, 2000.  Such funds (together with amounts, if any, to be received
from the Partnership's unconsolidated affiliated corporation, 1225 Investment
Corporation) are available for payment of the Partnership's remaining
expenses and liabilities, with any remaining amounts to be distributed to the
holders of Interests and General Partners, pursuant to the Partnership
Agreement, upon the liquidation of the Partnership.

     Reference is made to the notes to the accompanying financial statements
for additional information concerning the Partnership's investments.

     The board of directors of JMB Realty Corporation ("JMB"), the corporate
general partner of the Partnership, has 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.  In early 1999, an unaffiliated
third party made an unsolicited tender offer to purchase up to 4.9% of the
Interests at $170 per Interest.  This offer has expired.   The Special
Committee recommended against acceptance of this offer on the basis that,
among other things, the offer price was inadequate.  As of the date of this
report, the Partnership is aware that 5.96% of the outstanding Interests have
been purchased by various unaffiliated third parties either pursuant to such
tender offers or through negotiated purchases.

     On March 29, 1999, 1225 Investment Corporation completed the sale of
the 1225 Connecticut Avenue, N.W. office building for a sale price of
$52,960,000, payable in cash at closing (subject to adjustment for selling
costs of approximately $1,103,000 and operating prorations of approximately
$515,000).   The Partnership's share of the sale proceeds, after payment by
1225 Investment Corporation to retire the existing mortgage indebtedness
(scheduled to mature in February 2001) with a principal balance of $7,000,000
and payment of the associated prepayment penalty of approximately $247,000,
was approximately $19,420,000. The sale resulted in no significant gain or
loss on sale for financial reporting purposes to 1225 Investment Corporation,
primarily as a result of value impairment provisions totaling $7,765,956
recorded by 1225 Investment Corporation in 1996 and 1998 (of which the
Partnership's share was $3,381,297).  Additionally, 1225 Investment
Corporation recognized a loss on sale in 1999 for Federal income tax purposes
of approximately $1,900,000.  However, the Partnership is expected to
recognize a loss on its investment in its unconsolidated affiliated
corporation, 1225 Investment Corporation, for Federal income tax purposes of
approximately $1,450,000 upon liquidation of such corporation, which is
expected to be in 2000.

     In connection with the sale of this property, as is customary in such
transactions, 1225 Investment Corporation agreed to certain representations
and warranties with a stipulated survival period which expired, with no
liability to 1225 Investment Corporation, as scheduled on December 10, 1999.

     In April, 1999, the Partnership received a dividend of $19,596,000 from
1225 Investment Corporation, of which $18,987,600 represented the
Partnership's share of current distributable proceeds from the sale of the
1225 Connecticut Avenue, N.W. office building and $608,400 represented the
Partnership's share of operations.  In December 1999, after the expiration of
the aforementioned survival period for representations and warranties, the
Partnership received a dividend of $573,120 from 1225 Investment Corporation,
of which $435,360 represented the Partnership's residual share of proceeds
from the sale of the 1225 Connecticut Avenue, N.W. office building and
$137,760 represented the Partnership's share of cash flow from operations.
The Partnership also received a dividend from operations of $435,360 from
1225 Investment Corporation in February 1999.

     The Partnership distributed approximately $18,960,000 in late May 1999
to the holders of Interests ($295 per Interest) from the proceeds of the
March 1999 sale of the 1225 Connecticut Avenue, N.W. office building and
approximately $321,000 to the holders of Interests ($5 per Interest) from
cash flow from operations and reserves, including those from offering
proceeds.  The Partnership also distributed $16,913 to the General Partners,
which represented their share of cash flow from operations and reserves,
including those from offering proceeds.

     In February 2000, the Partnership made a cash distribution of
$1,606,738 ($25.00 per Interest) to the holders of Interests, which included
$10 per Interest from the proceeds of the March 1999 sale of the 1225
Connecticut Avenue, N.W. office building and $15 per Interest from cash flow
from operations and reserves.  The Partnership also paid a distribution of
$50,739 to the General Partners, which represented their share of cash flow
from operations and reserves.  The General Partners were not entitled to
receive their share of any distributions of the proceeds from sale, as the
subordination requirements of the Partnership Agreement necessary for the
retention of sales proceeds by the General Partners will not be met.

     With the  sale of the 1225 Connecticut Avenue, N.W. office building,
the Partnership has sold its interest in its last investment property.  The
Partnership expects to make a final liquidating distribution and terminate
its affairs in 2000.  The termination of the Partnership's affairs generally
is contingent upon, among other things, 1225 Investment Corporation winding
up its affairs (or the Partnership disposing of its interest in 1225
Investment Corporation) prior to the end of 2000. The winding up of 1225
Investment Corporation requires the approval of the majority of shareholders'
ownership interests.

     Upon liquidation of the Partnership, each General Partner will be
required to make a capital contribution to the Partnership in the amount of
such General Partner's deficit balance in its capital account as determined
for Federal income tax purposes, as required under the Partnership Agreement.
Such contributions are currently expected to total approximately $750,000.

RESULTS OF OPERATIONS

  The decrease in cash and cash equivalents at March 31, 2000 as compared to
December 31, 1999 is due primarily to the Partnership's cash distribution in
February 2000 of $1,606,738 ($25 per Interest) to the holders of Interests,
which included $10 per Interest from the proceeds of the March 1999 sale of
the 1225 Connecticut Avenue, N.W. office building and $15 per Interest from
cash flow from operations and reserves. The Partnership also made a cash
distribution in February 2000 of $50,739 to the General Partners, which
represented their share of cash flow from operations and reserves.

  The increase in interest income for the three months ended March 31, 2000
as compared to the three months ended March 31, 1999 is attributable
primarily to larger average outstanding balances of the Partnership's
interest-bearing cash and cash equivalents during the first quarter of 2000.

  The decrease in the Partnership's share of operations of unconsolidated
affiliated corporation for the three months ended March 31, 2000 as compared
to the year-earlier period is attributable primarily to the March 1999 sale
of the 1225 Connecticut Avenue, N.W. office building by 1225 Investment
Corporation.

  Partnership's share of loss on sale of property by unconsolidated
affiliated corporation for the three months ended March 31, 1999 is
attributable to the March 1999 sale of the 1225 Connecticut Avenue, N.W.
office building by 1225 Investment Corporation.

  Partnership's share of extraordinary items of unconsolidated affiliated
corporation for the three months ended March 31, 1999 is due to the payment
of a prepayment penalty associated with the retirement of the existing
mortgage indebtedness by 1225 Investment Corporation with a portion of the
sale proceeds from the March 1999 sale of the 1225 Connecticut Avenue, N.W.
office building and the write-off of unamortized deferred financing costs.

PART II.  OTHER INFORMATION

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

  (a)    Exhibits


  3.1    Agreement of Limited Partnership is set forth as
         Exhibit A of the Partnership's Prospectus, which is incorporated
         herein by reference to the Partnership's Registration Statement
         on Form S-11 (File No. 33-19463) dated May 24, 1988.

  3.2    Assignment Agreement is hereby incorporated by reference to
         Exhibit B to the Partnership's Prospectus which is hereby
         incorporated herein by reference to Exhibit 4.1 of the
         Partnership's report for December 31, 1993 on Form 10-K (File No.
         0-17705) dated March 25, 1994.

  27.    Financial Data Schedule

   ________________

  *Hereby incorporated herein by reference to Exhibits 10.1 and 10.2 to the
Partnership's Report on Form 8-K (File No. 0-17705) for March 29, 1999.

  (b)    No reports on Form 8-K have been filed the during the period
covered by this report.

                                SIGNATURES



  Pursuant to the requirements of the Securities Exchange 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, L.P.-II

                             BY:  JMB Realty Corporation
                                  (Corporate General Partner)




                             By:  Gailen J. Hull,
                                  Senior Vice President
                                  Date: May 12, 2000


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person in the capacity and on
the date indicated.




                                  Gailen J. Hull,
                                  Principal Accounting Officer
                                  Date: May 12, 2000