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

Re:   CARLYLE INCOME PLUS, LTD. - II 
      Commission File No. 000-17705
      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 3rd quarter
September 30, 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

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 September 30, 1998               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 . . . . . . . . . . . . . . . . . . . . . .        16
           

PART II    OTHER INFORMATION


Item 5.    Other Information . . . . . . . . . . . . . . . . . . . .      18

Item 6.    Exhibits and Reports on Form 8-K. . . . . . . . . . . . .      19
<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

                                      SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

                                                     (UNAUDITED)

                                                           A s s e t s
                                                        --------------

                                                     SEPTEMBER 30,        DECEMBER 31,
                                                         1998                 1997    
<S>                                                    ---------          ------------
Current assets:                                            <C>             <C>
  Cash and cash equivalents  . . . . . . . . . . . .     1,402,162           2,980,988
  Interest, rents and other receivables. . . . . . .         5,252              12,906   
                                                        ----------          ----------
  Total current assets . . . . . . . . . . . . . . .     1,407,414           2,993,894
                                                        ----------          ----------
Investment in unconsolidated affiliated
  corporation, at equity . . . . . . . . . . . . . .    20,936,237          20,602,580
Investment in unconsolidated venture,
  at equity. . . . . . . . . . . . . . . . . . . . .            --           5,423,718
                                                        ----------          ----------
                                                    $    22,343,651         29,020,192
                                                        ==========          ==========






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

                                             CONSOLIDATED BALANCE SHEETS

                                LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                              --------------------------------------------------------
Current liabilities:
  Accounts payable . . . . . . . . . . . . . . . . .   $     2,600              31,761
  Amounts due to affiliates  . . . . . . . . . . . .         8,950              17,451
                                                        ----------          ----------
                                                                                      
  
  Total current liabilities. . . . . . . . . . . . .        11,550              49,212
                                                        ----------          ----------
Commitments and contingencies 
  
Partners' capital accounts (deficits):
  General partners:
     Capital contributions . . . . . . . . . . . . .       25,000              25,000 
     Cumulative net earnings (losses). . . . . . . .      754,606             568,563 
     Cumulative cash distributions . . . . . . . . .   (1,227,684)         (1,041,641)
                                                        ---------            ---------
                                                         (448,078)           (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 (losses). . . . . . . .   13,424,818          12,094,276 
     Cumulative cash distributions . . . . . . . . .  (45,900,770)        (37,931,349)
                                                       ----------          ---------- 
                                                       22,780,179          29,419,058 
                                                       ----------          ---------- 
          Total partners' capital accounts . . . . .   22,332,101          28,970,980 
                                                       ----------          ---------- 
                                                                                      

                                                    $  22,343,651          29,020,192 
                                                       ==========          ========== 
<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 OPERATIONS

                               THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                     (UNAUDITED)
<CAPTION>
                                      THREE MONTHS ENDED     NINE MONTHS ENDED
                                         SEPTEMBER 30,       SEPTEMBER 30,
                                    1998        1997          1998              1997 
                                --------     ---------     -------           --------
<S>                            <C>         <C>          <C>            <C>           
    
Income:
 Interest income . . . . . . . .$ 14,452       45,215         88,136         142,893 
                                -------        -------       -------          -------
                                 14,452        45,215         88,136         142,893 
                                -------        -------       -------          -------
Expenses:
 Professional services . . . . .  3,623           263         62,287          55,521 
 General and 
    administrative . . . . . . . 20,780        61,011        142,166         141,115 
                                -------        -------       -------          -------
                                 24,403        61,274       204,453          196,636 
                                -------        -------       -------          -------
                                 (9,951)      (16,059)     (116,317)         (53,743)<PAGE>
                                          

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

                                 CONSOLIDATED  STATEMENTS OF OPERATIONS - CONTINUED

Partnership's share of 
 earnings of 
 unconsolidated 
 affiliated corporation  . . . .          594,632      542,758     1,628,457        1,593,564 
Partnership's share of 
 operations of 
 unconsolidated venture  . . . .              --        61,111         4,445          200,262
Venture partner's 
 share of venture's 
 operations. . . . . . . . . . .              --         4,292           --             2,362 
                                        --------     ---------      --------        --------- 
 Net earnings (loss) . . . . . .       $ 584,681       592,102     1,516,585        1,742,445 
                                       =========      ========     =========        ==========
 Net earnings (loss)
  per limited partnership
  interest:
                                       $    9.09          9.21         20.70            26.27  
                                        ========       ========      ========        =========

 Cash distributions 
  per limited 
  partnership 
  interest . . . . . . . . . . .       $      --           --         124.00            16.00 
                                        ========       ========      ========         ========
<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

                                    NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                     (UNAUDITED)
<CAPTION>
                                                   1998                        1997   
                                                  --------------          ------------
<S>                                              <C>                          <C>     
Cash flows from operating activities:
 Net earnings (loss) . . . . . . . . . . .   $  1,516,585                   1,742,445 
 Items not requiring (providing) 
  cash or cash equivalents:
 Partnership's share of earnings 
  of unconsolidated affiliated corporation, 
  net of dividends . . . . . . . . . . . .     (1,628,457)                 (1,593,564)
 Partnership's share of operations of 
  unconsolidated venture, net of 
  distributions. . . . . . . . . . . . . .         (4,445)                   (200,262)
 Venture partner's share of 
  venture's  operations  . . . . . . . . .             --                      (2,362)
  
Changes in:
 Interest, rents and 
  other receivables. . . . . . . . . . . .          7,654                       9,918 
 Accounts payable. . . . . . . . . . . . .        (29,161)                    (66,074) <PAGE>
                                          

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

                                                     1998                       1997  
                                                    ------                     -------

 Amounts due to affiliates . . . . . . . .         (8,501)                      5,314 
 
                                                ----------                  ----------
 Net cash provided by (used in) 
  operating activities . . . . . . . . . .       (146,325)                   (104,585)
                                                ----------                  ---------- 
Cash flows from investing activities:
 Partnership's dividends from
  unconsolidated affiliated corporation. . . .  1,294,800                   1,415,040   

 Partnership's distributions from 
  unconsolidated venture . . . . . . . . . . .  5,428,163                          -- 
                                                ----------                  ----------
 Net cash provided by (used in) investing 
  activities . . . . . . . . . . . . . . . . .  6,722,963                   1,415,040 
                                                ----------                  ----------
Cash flows from financing activities:
 Distributions to venture partners . . . . . .         --                     (28,591) 
 Distributions to limited partners . . . . . . (7,969,421)                 (1,028,312)
 Distributions to general partners . . . . . .   (186,043)                    (54,122)
                                                ----------                  ----------
 Net cash provided by (used in) financing 
  activities . . . . . . . . . . . . . . . . . (8,155,464)                 (1,111,025)
                                                ----------                 ---------- <PAGE>
                                            

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

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED    

 Net increase (decrease) in cash and 
  cash equivalents . . . . . . . . . . . . . . (1,578,826)                    199,430 
 Cash and cash equivalents, 
  beginning of year. . . . . . . . . . . . . .  2,980,988                   3,933,927 
                                                ---------                   ----------
 Cash and cash equivalents, 
  end of period. . . . . . . . . . . . . . . .  $  1,402,162                4,133,357 
                                                =========                   ==========
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 

                         September 30, 1998 and 1997

                                 (Unaudited)
      

GENERAL

   Readers of this quarterly report should refer to the Partnership's audited
financial statements for the fiscal year ended December 31, 1997, which are
included in the Partnership's 1997 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 is to consider a property to be held for sale
or disposition when the Partnership has committed to a plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term.  The Partnership has committed to such a plan for
its remaining real estate investment, 1225 Connecticut Avenue, N.W. office
building.  In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated. 

   The accompanying consolidated financial statements include $1,628,457,  
and $1,793,826, respectively, of the Partnership's share of total operations
of $3,740,000 and $4,060,526 for the nine months ended September 30, 1998 and
1997 of unconsolidated properties held for sale or disposition. 
<PAGE>
                        CARLYLE INCOME PLUS L.P. - II
                           (A LIMITED PARTNERSHIP)
                          AND CONSOLIDATED VENTURE

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


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.  Fees, commissions and other expenses required to
be paid by the Partnership to the General Partners and their affiliates as of
September 30, 1998 and for the nine months ended September 30, 1998 and 1997
were as follows:.
                                                                Unpaid at
                                                            September 30,
                                          1998        1997           1998
                                         -----       ------ -------------
   
Insurance commissions. . . . . . .    $  2,652         3,958          -- 
Reimbursement (at cost)
 for salary and salary-
 related expenses related 
 to the on-site and other
 costs for the Partnership
 and its investment 
 properties. . . . . . . . . . . .      37,260        20,514        8,950
                                        ------         -----        -----
                                      $ 39,912        24,472        8,950
                                        ======        ======       ======




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

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1225 CONNECTICUT AVENUE

   The property's occupancy decreased to  98.5% at September 30, 1998, down
from 100% at June 30, 1998, as a result of the vacating of a tenant which
occupied approximately 3,000 square feet and whose lease is scheduled to
expire in August, 2001.   The tenant continues to pay rent on its vacated
space.  Ernst & Young currently occupies approximately 87% of the property's
leasable space.

   In response to the uncertainty relating to the 1225 Investment
Corporation's ability to recover the net carrying value of the 1225
Connecticut Avenue, N.W. office building through future operations or sale,
the 1225 Investment Corporation, as a matter of prudent accounting practice
and for financial reporting purposes, recorded a provision for value
impairment in 1996 in the amount of $6,548,956 (of which the Partnership's
share was $2,851,415).  Such provision reduced the net carrying value of the
investment property to its then estimated fair value based upon an
independent appraisal received for the property as of December 31, 1996. 

   As the 1225 Investment Corporation has committed to a plan to sell the
property, the property was classified as held for sale as of December 31,
1996 and, therefore, is not subject to continued depreciation.  The 1225
Investment Corporation began marketing the property for sale during the
second quarter of 1998.  However, there can be no assurance that a sale
transaction on acceptable terms will be consummated during the 1998-1999 time
frame.


JMB/LANDINGS 

   JMB/Landings sold the land and related improvements of the Landings
Shopping Center in December 1997 for a sale price of $9,700,000. 
JMB/Landings received the sale price in cash at closing, net of selling costs
and prorations.  The sale resulted in a gain of approximately $1,939,000 to
JMB/Landings for financial reporting purposes (of which the Partnership's
share was approximately $970,000), primarily as a result of a value
impairment provision of $3,500,000 (of which the Partnership's share was
$1,750,000) recorded by JMB/Landings in 1995.  In addition, JMB/Landings
recognized a loss on sale of approximately $1,448,000 for Federal income tax
purposes in 1997 (of which the Partnership's share was approximately
$724,000).
<PAGE>
                      CARLYLE INCOME PLUS LIMITED - II
                           (A LIMITED PARTNERSHIP)
                          AND CONSOLIDATED VENTURE

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   An affiliate of the General Partners of the Partnership managed the
property for a fee equal to 4% of the property's gross receipts.  Such
property management fees for the nine months ended September 30, 1997 were
$29,815.
   
   In connection with the sale of this property, as is customary in such
transactions, JMB/Landings agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
JMB/Landings, in late June, 1998.  The remaining funds of the JMB/Landings
venture were distributed to the venture partners in late June, 1998.










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

                               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 


UNCONSOLIDATED INVESTMENTS - SUMMARY INFORMATION

JMB/LANDINGS

     Summary income statement information for JMB/Landings (which sold its investment property in December 1997)  for
the nine months ended September 30, 1998 and 1997 is as follows:

<CAPTION>
                                     1998           1997  
                                   ---------      ---------   
<S>                             <C>                  <C>      
 Total income. . . . . . . . . .  $   18,812       667,040                     
                                   =========      =========

 Operating earnings. . . . . . .  $    9,314       400,526                     
                                   =========      =========
 Partnership's share 
 of earnings . . . . . . . . . .  $    4,445       200,262                     
                                   =========      =========

1225 CONNECTICUT AVENUE, N.W.

      Summary income statement information for 1225 Investment Corporation for the nine months ended September 30,
1998 and 1997 is as follows:
                                      1998          1997   
                                   ---------      ---------   
 Total income. . . . . . . . .    $6,088,000      5,951,000                    
                                   =========      =========
 Operating earnings. . . . . .    $3,740,000      3,660,000                      
                                   =========      =========
 Partnership's share of 
  earnings . . . . . . . . . .    $1,628,457      1,593,564                      
                                   =========      =========

<PAGE>
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 September 30, 1998 and for the
three and nine months ended September 30, 1998 and 1997.

<FN>

</TABLE>

<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 $1,402,000 
at September 30, 1998.  Such funds are available for contributions to the
Partnership's remaining investment property, for working capital requirements
and for distributions to partners.
   
   Reference is made to the notes to the accompanying consolidated financial
statements for additional information concerning the Partnership's
investments.

   During 1996, some of the Holders of Interests in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at amounts between $350 and $400 per
Interest.  The Partnership recommended against acceptance of these offers on
the basis that, among other things, the offer prices were inadequate.    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.  The Special Committee has retained
independent counsel to advise it in connection with any potential tender
offers for Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests.

   During 1997 and early 1998, other unaffiliated third parties made
unsolicited tender offers to some of the Holders of Interests.  These offers
each sought to purchase up to 4.9% 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 up to 4.9% of the Interests in the Partnership at amounts between
$150 and $215 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 5.28% of the outstanding Interests have
been purchased by such unaffiliated third parties either pursuant to such
tender offers or through negotiated purchases.

   The General Partners of the Partnership currently expect to be able to
conduct an orderly liquidation of its remaining investment portfolio and wind
up its affairs not later than December 31, 1999, barring any unforeseen
economic developments.

RESULTS OF OPERATIONS

   The decrease in cash and cash equivalents at September 30, 1998 as
compared to December 31, 1997 is due primarily to distributions of
approximately $7,327,000($114 per Interest) made to the Holders of Interests
in February 1998, which included $69 per Interest from the distributions
received in 1998 from JMB/Landings relating to the December 1997 sale of the
Landings Shopping Center and $45 per Interest from Partnership operational
cash flow and reserves, including those from offering proceeds.  The
Partnership also made a distribution of $152,217 to the General Partners in
February 1998, which represented their share of Partnership operational cash
flow and reserves, including those from offering proceeds.  An additional
decrease in cash and cash equivalents is due to distributions of
approximately $643,000 ($10 per Interest) made to the Holders of Interests in
May 1998 from operational cash flow and reserves, including those from
offering proceeds.  The Partnership also made a distribution of $33,826 to
the General Partners in May 1998, which represented their share of
operational cash flow and reserves, including those offering proceeds.  The
General Partners are currently deferring  their share of any distributions of
proceeds from sales, as the subordination requirements of the Partnership
Agreement for the retention of sales proceeds by the General Partners are
currently not expected to be met.  The above decreases in cash and cash
equivalents at September 30, 1998 as compared to December 31, 1997 were
partly offset by the Partnership's  receipt of approximately $1,295,000 of
dividends from 1225 Investment Corporation in 1998.  <PAGE>
  


   The decrease in investment in unconsolidated venture, at equity, at
September 30, 1998 as compared to December 31, 1997 is due primarily to
distributions totaling approximately $5,428,000 received by the Partnership
from the JMB/Landings venture in 1998, a substantial portion of which
represented the Partnership's share of the proceeds from the December 1997
sale of the Landings Shopping Center.

   The decrease in interest income for the three and nine months ended
September 30, 1998 as compared to the year-earlier periods is attributable
primarily to smaller average outstanding balances in the Partnership's
interest-bearing cash and cash equivalents in 1998.

   The decrease in Partnership's share of operations of unconsolidated
venture for the three and nine months ended  September 30, 1998 as compared
to the three and nine months ended September 30, 1997 is due primarily to the
December 1997 sale of the Landings Shopping Center.
  <PAGE>
<TABLE>

PART II.  OTHER INFORMATION

     ITEM 5.  OTHER INFORMATION

<CAPTION>
                                                                   OCCUPANCY
                                  
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties owned during 1998:

                                                                   1997                        1998           
                                                         -------------------------   -------------------------
                                                         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 Avenue
      Washington, D.C. . . . .                          100%   100%    95%     95%    95%   100%  98.5%       

<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.

   27.     Financial Data Schedule

   (b)     No reports on Form 8-K have been  filed during the last quarter
of the period covered by this report.
<PAGE>
                                 SIGNATURES



   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, 
                                          Senior Vice President
                                          Date:  November 11, 1998


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.




                                    By:   Gailen J. Hull,
                                          Principal Accounting Officer
                                          Date:   November 11, 1998<PAGE>