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, 1999.


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
<PAGE>
                    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, 1999           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 
     ____      _____





                                                              <PAGE>
                 

                                          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 5.    Other Information. . . . . . . . . . . . . . . . . . .    15

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . . . .    16
<PAGE>
<TABLE>

PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS
                                          CARLYLE INCOME PLUS, L.P.-II
                                             (a limited partnership)
                                            and Consolidated Venture

                                           Consolidated Balance Sheets

                                      March 31, 1999 and December 31, 1998

                                                   (Unaudited)


                                                          A s s e t s
                                                       --------------
<CAPTION>
                                                       March 31,        December 31,
                                                        1999                1998    
<S>                                                    ---------        ------------
Current assets:                                           <C>            <C>
   Cash and cash equivalents  . . . . . . . . . . $    1,605,330           1,194,778  
   Interest, rents and other receivables. . . . . .        5,355               4,289 
                                                       ---------           ---------
     Total current assets . . . . . . . . . . . . .    1,610,685           1,199,067
                                                       ---------           ---------
Investment in unconsolidated affiliated 
  corporation, at equity  . . . . . . . . . . . .     20,197,845          20,207,295
                                                      ----------           ---------
                                                  $   21,808,530          21,406,362
                                                      ==========           =========
                                                                                    <PAGE>
                                

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

                                     CONSOLIDATED BALANCE SHEETS - CONTINUED

                              LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

Current liabilities:
   Accounts payable . . . . . . . . . . . . . . . .   $   49,903              5,688 
   Amounts due to affiliates  . . . . . . . . . . .       10,239              9,459 
                                                       ---------           ---------
     Total current liabilities. . . . . . . . . . .       60,142             15,147 
                                                       ---------          ----------
Commitments and contingencies 

Partners' capital accounts 
 (deficits):
   General partners:
     Capital contributions. . . . . . . . . . . . .       25,000             25,000 
     Cumulative net earnings. . . . . . . . . . . .      806,576            788,432 
     Cumulative cash distributions. . . . . . . . .   (1,261,510)        (1,261,510)
                                                       ---------          --------- 
                                                        (429,934)          (448,078)
                                                       ---------           ---------
   Limited partners (64,269.53 interests):
     Capital contributions, net of 
      offering costs and 
      purchase discounts. . . . . . . . . . . . . .   55,256,131         55,256,131 
     Cumulative net earnings. . . . . . . . . . . .   13,465,656         13,126,627 
     Cumulative cash distributions. . . . . . . . .  (46,543,465)       (46,543,465)
                                                       ---------         -----------

                                                      22,178,322         21,839,293    
                                                       ---------        -----------  
          Total partners' capital accounts. . . . .   21,748,388         21,391,215 
                                                       ---------         ---------- 
                                                   $  21,808,530         21,406,362 
                                                       =========         ========== 


                            See accompanying notes to consolidated financial statements.
<PAGE>
                                          CARLYLE INCOME PLUS, L.P.-II
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                                     CONSOLIDATED  STATEMENTS OF OPERATIONS

                                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

                                                   (UNAUDITED)
<CAPTION>
                                                         1999         1998  
                                                       --------     ------- 
<S>                                                   <C>           <C>     
Income:
 Interest income. . . . . . . . . . . . .            $  13,190       63,031 
                                                      --------       ------ 
Expenses:
 Professional services. . . . . . . . . .               38,300       43,000 
 General and administrative . . . . . . .               43,627       64,088 
                                                       --------     ------- 
                                                        81,927      107,088 
                                                       --------     ------- 

                                                       (68,737)     (44,057)
Partnership's share of operations of 
 unconsolidated affiliated 
 corporation  . . . . . . . . . . . . . .              555,507      510,600 
Partnership's share of 
 operations of unconsolidated 
 venture  . . . . . . . . . . . . . . . .                   --        5,404 
                                                       --------     --------
    Net operating earnings (loss)                      486,770      471,947 

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

    Net earnings (loss) before
     extraordinary items. . . . . . . . .              479,629       471,947

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)          -- 
<PAGE>
                                          CARLYLE INCOME PLUS, L.P.-II
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                               CONSOLIDATED  STATEMENTS OF OPERATIONS - CONTINUED



 Net earnings (loss). . . . . . . . . . .           $   357,173     471,947 
                                                         =======    ========
 Net earnings (loss) per limited 
  partnership interest: 

    Net earnings (loss) . . . . . . . . .           $      7.20        4.97 
    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)          -- 
                                                        -------      -------
                                                    $     5.28         4.97 
                                                         ======      =======
  
                                         
 Cash distributions per limited 
    partnership interest  . . . . . . . .           $       --       114.00 
                                                        =======     ========

<FN>















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

                                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

                                                   (UNAUDITED)
<CAPTION>

                                                          1999              1998   
                                                       --------              ------
                                                           
<S>                                                         <C>            <C>     
Cash flows from operating activities:
 Net earnings (loss). . . . . . . . . . .                  $ 357,173       471,947  
 Items not requiring (providing) 
  cash or cash equivalents:
 Partnership's share of operations 
  of unconsolidated affiliated corporation, 
  net of dividends. . . . . . . . . . . .                   (555,507)     (510,600)
 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            -- 
 Partnership's share of operations of 
  unconsolidated venture, net of 
  distributions . . . . . . . . . . . . .                        --         (5,404)


Changes in:
 Interest, rents and 
  other receivables . . . . . . . . . . .                     (1,066)        8,824 
 Accounts payable . . . . . . . . . . . .                     44,215        (5,127)
 Amounts due to affiliates. . . . . . . .                        780         1,605 
                                                            ---------     ---------
 Net cash provided by (used in) 
  operating activities. . . . . . . . . .                    (24,808)      (38,755)
                                                            ---------    ----------

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


Cash flows from investing activities:
  Partnership's distributions from
    unconsolidated corporation. . . . . .              435,360             478,800 
  Partnership's distributions from
    unconsolidated venture. . . . . . . .                   --           5,100,000  
                                                     ---------          ---------- 
  Net cash provided by (used in) investing 
    activities. . . . . . . . . . . . . .              435,360           5,578,800 
                                                     ---------           --------- 
Cash flows from financing activities
 Distributions to limited 
   partners . . . . . . . . . . . . . . .                   --          (7,326,726)
 Distributions to general 
   partners . . . . . . . . . . . . . . .                   --            (152,217)  
                                                     ---------           ----------
Net cash provided by (used in)
   investing activities . . . . . . . . .                   --          (7,478,943)  
                                                     ---------           ----------
Net increase (decrease) in cash and 
   cash equivalents . . . . . . . . . . .               410,552         (1,938,898)
                                                      ---------         -----------
 Cash and cash equivalents, 
   beginning of year. . . . . . . . . . .             1,194,778          2,980,988 
                                                     ----------         -----------
 Cash and cash equivalents, 
   end of period. . . . . . . . . . . . .           $ 1,605,330          1,042,090 
                                                     ==========         ===========

<PAGE>
                                 

                                          CARLYLE INCOME PLUS, L.P.-II
                                             (A LIMITED PARTNERSHIP)
                                             AND CONSOLIDATED VENTURE
                                CONSOLIDATED 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 consolidated financial statements.
/TABLE
<PAGE>
             
                       CARLYLE INCOME PLUS,L.P. - II
                          (A LIMITED PARTNERSHIP)
                         AND CONSOLIDATED VENTURE

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

                          March 31, 1999 and 1998

                                (Unaudited)
GENERAL

   
   Readers of this quarterly report should refer to the Partnership's audited
financial statements for the year ended December 31, 1998, which are included
in the Partnership's 1998 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 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 consolidated financial statements include $555,507 and
$516,004, respectively, of the Partnership's share of total operations of
$1,276,000 and $1,183,521 for the three months ended March 31, 1999 and 1998
of unconsolidated properties 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, 1999 and 1998 aggregated  $8,808 and  $15,564,
respectively.  Costs totaling $10,239 were unpaid at March 31, 1999.  

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 (net of 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 


CARLYLE INCOME PLUS LIMITED - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

Partnership's share was $3,381,297).  Additionally, 1225 Investment
Corporation expects to recognize a loss on sale in 1999 for Federal income 
tax purposes of approximately $1,900,000.  However, the tax consequences to
the Partnership are expected to consist of a loss on its investment in its
unconsolidated affiliated corporation, 1225 Investment Corporation, of
approximately $1,490,000 for Federal income tax purposes in 1999. 

     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 expires December 10,
1999.  Although it is not expected, 1225 Investment Corporation may
ultimately have some liability under such representations and warranties,
which is not to exceed $1,000,000 (of which the Partnership's share would be
approximately $435,000).  1225 Investment Corporation has retained sufficient
funds for the maximum amount of this potential liability and also for working
capital requirements for the remainder of the year.

     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.

     The Partnership currently expects to distribute in late May 1999
approximately $ 18,960,000 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 Partnership operational cash flow
and reserves, including those from offering proceeds.  The Partnership also
expects to distribute $16,913 to the General Partners, representing their
share of Partnership operational cash flow and reserves, including those from
offering proceeds.  The General Partners will not receive their share of any
distributions of proceeds from sales, as the subordination requirements of
the Partnership Agreement necessary for the retention of sales proceeds by
the General Partners will not be met.

     1225 CONNECTICUT AVENUE, N.W.

      Summary income statement information for 1225 Investment Corporation
for the three months ended March 31, 1999 and 1998 is as follows:
     
                                    1999          1998           
                                 ---------     ---------      
  Total income. . . . . . . .$ 2,045,000        1,976,000        
                                =========       =========
  Operating earnings. . . . .$ 1,276,000        1,172,713        
                                =========       =========
  Partnership's share of 
   operating earnings . . . .$   555,507          510,600        
                                =========       =========   
  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, 1999
and for the three months ended March 31, 1999 and 1998.
[FN]
<PAGE>

PART I.  FINANCIAL INFORMATION

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

   The Partnership had cash and cash equivalents of approximately $1,605,000 
at March 31, 1999.  Such funds (together with amounts to be received from the
Partnership's unconsolidated affiliated corporation, 1225 Investment
Corporation) are available for distributions to partners and 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 expected liquidation of the
Partnership in December, 1999, after the expiration of the representations
and warranties given by 1225 Investment Corporation in connection with the
sale of the 1225 Connecticut Avenue, N.W. office building.
   
   Reference is made to the notes to the accompanying consolidated 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.  

   During 1997 and early 1998, unaffiliated third parties made unsolicited
tender offers to some of the Holders of Interests.  These offers each sought
to purchase less than 5% of the Interests in the Partnership at amounts
between $304 and $325 per Interest.   Certain of these unaffiliated third
parties made additional unsolicited tender offers to some of the Holders of
Interests in May and October 1998.  These offers each sought to purchase less
than 5% of the Interests in the Partnership at amounts between $150 and $215
per Interest. In early 1999, another unaffiliated third party made an
unsolicited tender offer to some of the holders of Interests.  This offer
sought to purchase less than 5% of the Interests in the Partnership at $170
per Interest.  All of the above 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 is aware that 5.94% of the outstanding Interests have been
purchased by such 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 (net of 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 expects to recognize a loss on sale in 1999 for Federal income
tax purposes of approximately $1,900,000.  The Partnership expects to incur
a loss on its investment in its unconsolidated affiliated corporation, 1225
Investment Corporation, of approximately $1,490,000 for Federal income tax
purposes in 1999. 

     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 expires December 10,
1999.  Although it is not expected, 1225 Investment Corporation may
ultimately have some liability under such representations and warranties,
which is not to exceed $1,000,000 (of which the Partnership's share would be
approximately $435,000).  1225 Investment Corporation has retained sufficient
funds for the maximum amount of this potential liability and also for working
capital requirements for the remainder of the year.

     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.

     The Partnership currently expects to distribute in late May 1999
approximately $ 18,960,000 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 Partnership operational cash flow
and reserves, including those from offering proceeds.  The Partnership also
expects to distribute $16,913 to the General Partners, representing their
share of Partnership operational cash flow and reserves, including those from
offering proceeds.  The General Partners will not receive their share of any
distributions of proceeds from sales, 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 recent sale of the 1225 Connecticut Avenue, N.W. office
building, the Partnership has sold its interest in its last investment
property.  After making the May 1999 cash distribution described above, the
Partnership does not expect to make further cash distributions until the
expiration of the representation and warranties in December 1999.  Once any
residual liabilities of the Partnership are extinguished, the Partnership
expects to make a final distribution in December 1999 and terminate its
affairs prior to the end of the year.
     

RESULTS OF OPERATIONS

     The increase in cash and cash equivalents at March 31, 1999 as compared
to December 31, 1998 is due primarily to the Partnership's receipt of
approximately $435,000 of dividends from operational cash flow of 1225
Investment Corporation in February 1999. 

     The decrease in interest income for the three months ended March 31,
1999 as compared to the year-earlier period is attributable primarily to
smaller average outstanding balances in the Partnership's interest-bearing
cash and cash equivalents during the first quarter of 1999, due primarily to
distributions totaling $5,100,000 received by the Partnership from the
JMB/Landings venture during the three months ended March 31, 1998, a
substantial portion of which represented the Partnership's share of the
proceeds from the December 1997 sale of the Landings Shopping Center.

     Partnership's share of loss on sale of property by unconsolidated
affiliated corporation 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 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.  

YEAR 2000

     The Corporate General Partner has determined that it does not expect
that the consequences of the Partnership's Year 2000 issues would have a
material effect on the Partnership's business, results of operations or
financial condition.<PAGE>
<TABLE>
PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION

<CAPTION>
                                                                     
                                 
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment property owned during 1999:

                                                                1998                 1999           
                                                      --------------------------------------------------
                                                       At     At     At     At     At     At     At     At 
                                 
                                                      3/31   6/30   9/30  12/31   3/31   6/30   9/30  12/31
                                                      ----   ----   ----  -----   ----   ----  -----  -----
<S>                                                  <C>    <C>    <C>   <C>     <C>    <C>   <C>    <C>   


1.  1225 Connecticut
      Washington, D.C.. . . .                          95%   100%  98.5%  98.5%    N/A                     
__________________

An N/A indicates that the property was sold and not owned by the Partnership and
its unconsolidated unaffiliated corporation at the end of the
period.

<FN>

</TABLE>

                                                                     


                                 





<PAGE>
PART II.  OTHER INFORMATION

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

   (a)     Exhibits

   3.      The Prospectus of the Partnership dated May 24, 1988, 
           as supplemented August 1988, April 28, 1989, December 22, 1989,
           February 28, 1990 and June 5 1990 as filed with the Commission
           pursuant to Rules 424 (b) and 424 (c), is hereby incorporated
           herein by reference to the Partnership's report for December 31,
           1993 on Form 10-K (File No. 0-17705) dated March 25, 1994.

   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.

   4.1     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.

   10.1    Escrow Deposit Agreement is hereby incorporated by reference to
           the Partnership's Pre-Effective Amendment No. 2 to the Form S-11
           (File No. 33-19463) Registration Statement of the Partnership
           dated May 16, 1988.


   10.2    Real Property Purchase Agreement between 1225 Investment
           Corporation and BRE/Connecticut L.L.C., dated February 10, 1999.*

   10.3    Letter Agreement between 1225 Investment Corporation and
           BRE/Connecticut, L.L.C., dated March 4, 1999.*

   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. 0-17705) for March 29,
1999, describing the sale of 1225 Connecticut Avenue, N.W. office building
was filed.  No financial statements were required to be filed therewith.

________________

   *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.<PAGE>
     
   
                       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, 1999


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, 1999