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 2nd quarter
June 30, 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 June 30, 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 offices)(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   14


PART II  OTHER INFORMATION


Item 5.  Other Information . . . . . . . . . . . . . .    17

Item 6.  Exhibits and Reports on Form 8-K. . . . . . .    18

<PAGE>
<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                        BALANCE SHEETS

                             JUNE 30, 1999 AND DECEMBER  31, 1998

                                          (UNAUDITED)

                                                A s s e t s
                                              --------------
<CAPTION>
                                              June 30,    December 31,
                                                1999          1998
<S>                                          ---------    ------------
Current assets:                                 <C>         <C>
  Cash and cash equivalents  . . . . . . .$  1,942,068       1,194,778
  Interest, rents and other receivables. .       6,416           4,289
                                            ----------      ----------
    Total current assets . . . . . . . . .   1,948,484       1,199,067
                                            ----------      ----------
Investment in unconsolidated affiliated
  corporation, at equity   . . . . . . . .     570,499      20,207,295
                                            ----------      ----------
                                          $  2,518,983      21,406,362
                                            ==========      ==========




<PAGE>
                                 CARLYLE INCOME PLUS, LP - II
                                    (A LIMITED PARTNERSHIP)


                                  BALANCE SHEETS - CONTINUED

                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                   --------------------------------------------------------

Current liabilities:
  Accounts payable . . . . . . . . . . .    $    9,789          5,688
  Amounts due to affiliates  . . . . . .        17,588          9,459
                                            ----------      ----------
    Total current liabilities. . . . . .        27,377         15,147
                                            ----------      ----------
Commitments and contingencies

Partners' capital accounts
 (deficits):

  General partners:
    Capital contributions. . . . . . . . .      25,000         25,000
    Cumulative net earnings (losses) . . .     808,626        788,432
    Cumulative cash distributions. . . . . (1,278,423)     (1,261,510)
                                             ---------      ---------
                                             (444,797)       (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) . . .  13,504,595     13,126,627
    Cumulative cash distributions. . . . .(65,824,323)    (46,543,465)
                                            ----------     ----------
                                             2,936,403     21,839,293
                                            ----------     ----------
  Total partners' capital accounts . . . .   2,491,606     21,391,215
                                            ----------     ----------
                                          $  2,518,983     21,406,362
                                            ==========     ==========
<FN>
                         See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)

                                   STATEMENTS OF OPERATIONS

                       THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                                          (UNAUDITED)
<CAPTION>
                        THREE MONTHS ENDED        SIX MONTHS ENDED
                              JUNE 30,                JUNE 30,
                           1999       1998       1999           1998
                         --------  ---------   -------        --------
<S>                     <C>        <C>       <C>          <C>

Income:
Interest income. . . . .$ 128,411     10,653     141,601       73,684
                          -------    -------     -------       -------

Expenses:
Professional services. . .  2,100     15,664      40,400       58,664
General and
    administrative . . . . 53,976     57,298      97,603      121,386
                         --------    -------    --------       -------
                           56,076     72,962     138,003      180,050
                         --------    -------    --------       -------

                           72,335   (62,309)       3,598     (106,366)

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

                             STATEMENTS OF OPERATIONS - CONTINUED


Partnership's share of
 operations of
 unconsolidated
 affiliated
 corporation   . . . . .    (31,346)   523,225      524,161    1,033,825
Partnership's share of
 operations of
 unconsolidated venture          --       (959)         --         4,445
                            -------    --------  ---------      --------
Net operating
  earnings (loss)  . . .     40,989    459,957     527,759       931,904

Partnership's share of loss
  on sale of property by
  unconsolidated affiliated
  corporation. . . . . .        --         --       (7,141)           --
                           --------   --------   ---------      --------
Net earnings (loss) before
  extraordinary items. .     40,989                520,618

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

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

                             STATEMENTS OF OPERATIONS - CONTINUED

 Partnership's share of
  extraordinary item of
  unconsolidated affiliated
  corporation-write-off of
  unamortized deferred financing
  costs. . . . . . . . .               --         --    (14,930)            --
                                 --------   --------   ---------      --------
   Net earnings (loss) .        $  40,989    459,957     398,162       931,904
                                 ========   ========   =========     =========

 Net earnings (loss) per
  limited partnership interest:

 Net operating earnings (loss)$       .60       6.64        7.80         11.61
 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)           --
                                  --------   --------     -------       -------
                                 $    .60       6.64        5.88         11.61
                                  ========   ========     =======       =======
Cash distributions
 per limited
 partnership
 interest  . . . . . . .         $ 300.00      10.00      300.00        124.00
                                 ========   ========   =========        =========
<FN>
                        See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)

                                   STATEMENTS OF CASH FLOWS

                            SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                                          (UNAUDITED)
<CAPTION>
                                                    1999         1998
                                                  --------      ------

<S>                                              <C>          <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . .              $  398,162    931,904
Items not requiring (providing)
 cash or cash equivalents:
 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 affiliated corporation,
 net of dividends. . . . . . . . .               (524,161) (1,033,825)
Partnership's share of operations of
 unconsolidated venture, net of
 distributions . . . . . . . . . .                     --      (4,445)

Changes in:
Interest, rents and
 other receivables . . . . . . . .                 (2,127)     10,537
Accounts payable . . . . . . . . .                  4,101     (27,597)
Amounts due to affiliates. . . . .                  8,129      10,084


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

                            STATEMENTS OF CASH FLOWS - CONTINUED

                                                   1999         1998
                                                ----------     -------
Net cash provided by (used in)
 operating activities. . . . . . .                 13,701    (113,342)
                                                ----------  ----------
Cash flows from investing activities:
Partnership's distributions from
 unconsolidated affiliated corporation         20,031,360     870,480
Partnership's distributions from
    unconsolidated venture . . . .                     --   5,428,163
                                                ----------  ----------
Net cash provided by (used in) investing
 activities. . . . . . . . . . . .             20,031,360   6,298,643
                                                ----------  ----------
Cash flows from financing activities:
Distributions to limited partners.            (19,280,858) (7,969,421)
Distributions to general
 partners. . . . . . . . . . . . .                (16,913)   (186,043)
                                                ----------  ----------
Net cash provided by (used in) financing
 activities. . . . . . . . . . . .            (19,297,771) (8,155,464)
                                                ---------- ----------
Net increase (decrease) in cash and
 cash equivalents. . . . . . . . .                747,290  (1,970,163)
Cash and cash equivalents,
 beginning of year . . . . . . . .              1,194,778    2,980,988
                                                ---------   ----------
Cash and cash equivalents,
 end of period . . . . . . . . . .            $ 1,942,068    1,010,825
                                                 ========    =========
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

                    JUNE 30, 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 financial statements include $524,161 and $1,038,270,
respectively, of the Partnership's share of total operations of $1,204,000
and $2,383,028 for the six months ended June 30, 1999 and 1998 of
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
six months ended June 30, 1999 and 1998 aggregated  $21,647 and  $38,597,
respectively.  Costs totaling $17,588 were unpaid at June 30, 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
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 distributed 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 distributed $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 six months ended June 30, 1999 and 1998 is as follows:

                             1999        1998
                          ---------   ---------
 Total income. . . . .  .$ 2,050,000    3,946,000
                           =========     =========
 Operating earnings. . ..$ 1,204,000    2,374,426
                           =========     =========
 Partnership's share of
  operating earnings . ..$   524,161    1,033,825
                           =========     =========
 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 June 30, 1999 and for the
six months ended June 30, 1999 and 1998.
[FN]


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 $1,942,000
at June 30, 1999.  Such funds (together with remaining 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 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, 1998 and early 1999, 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 $150 and $325 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.  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 distributed 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 distributed $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 sale of the 1225 Connecticut Avenue, N.W. office building, the
Partnership has sold its interest in its last investment property.  Having
made 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 (currently expected to be approximately $40 per
Interest) in December 1999 and terminate its affairs prior to the end of the
year.


RESULTS OF OPERATIONS

    The increase in cash and cash equivalents and decrease in investment in
unconsolidated affiliated corporation, at equity at June 30, 1999 as compared
to December 31, 1998 is due primarily to the Partnership's receipt of
$19,596,000 of dividends from current distributable sale proceeds and
operational cash flow of 1225 Investment Corporation in April 1999. The
Partnership distributed approximately $19,281,000 ($300 per Interest) of such
dividends to the Holders of Interests and $16,913 to the General Partners in
1999.

    The increase in interest income for the three and six months ended June
30, 1999 as compared to the three and six months ended June 30, 1998 is
attributable primarily to interest earned during the three and six months
ended June 30, 1999 on the Partnership's share of distributable proceeds
received from the March 1999 sale of the 1225 Connecticut Avenue office
building.  Such increase in interest income was partly offset by interest
earned in 1998 on 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.

    The decrease in Partnership's share of operations of unconsolidated
affiliated corporation for the three and six months ended June 30, 1999 as
compared to the year-earlier periods 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 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. With the sale of its last investment property, the 1225
Connecticut Avenue, N.W. office building, the Partnership expects to
terminate its affairs prior to the end of the year.
<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  9/3012/31  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   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 19, 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
________________

  *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 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
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: August 13, 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: August 13, 1999