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

Re:  CARLYLE INCOME PLUS, LTD. - 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, 1997.


Thank you.

Very truly yours,

CARLYLE INCOME PLUS, LTD. - 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, 1997          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 . . . . . . . . . . . . . . . . .    17
         

PART II  OTHER INFORMATION


Item 5.  Other Information . . . . . . . . . . . . . .    20

Item 6.  Exhibits and Reports on Form 8-K. . . . . . .    21
<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

                             JUNE 30, 1997 AND DECEMBER  31, 1996

                                          (UNAUDITED)

                                                A s s e t s
                                              --------------
<CAPTION>
                                              June 30,    December 31,
                                                1997          1996    
<S>                                          ---------    ------------
Current assets:                                 <C>         <C>
  Cash and cash equivalents  . . . . . . .$  3,758,309       3,933,927
  Interest, rents and other receivables. .      18,148          25,348
                                            ----------      ----------
    Total current assets . . . . . . . . .   3,776,457       3,959,275
                                            ----------      ----------
Investment in unconsolidated affiliated 
  corporation, at equity   . . . . . . . .  20,489,463      20,418,337

Investment in unconsolidated 
 venture, at equity    . . . . . . . . . .   4,273,073       4,133,922
                                            ----------      ----------
                                          $ 28,538,993      28,511,534
                                            ==========      ==========



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

                            CONSOLIDATED BALANCE SHEETS - CONTINUED


                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                   --------------------------------------------------------
                                                
Current liabilities:
  Accounts payable . . . . . . . . . . .   $    14,060          71,858
  Amounts due to affiliates  . . . . . .        20,806           5,388
                                            ----------      ----------
  
    Total current liabilities. . . . . .        34,866          77,246
                                            ----------      ----------

Commitments and contingencies 
  
        Total liabilities. . . . . . . .        34,866          77,246
                                            ----------      ----------
Venture partner's subordinated equity 
 in venture  . . . . . . . . . . . . . .        43,840          41,910
Partners' capital accounts 
 (deficits):                                                          <PAGE>
                                 

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

                            CONSOLIDATED BALANCE SHEETS - CONTINUED
                                               
  General partners:
    Capital contributions. . . . . . . . .     25,000          25,000 
    Cumulative net earnings (losses) . . .    497,228         443,106 
    Cumulative cash distributions. . . . .   (960,458)       (906,336)
                                             ---------       ---------
                                             (438,230)       (438,230)
                                             ---------       ---------
                                                                      
  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) . . . 10,031,266       8,935,045 
    Cumulative cash distributions. . . . .(36,388,880)    (35,360,568)
                                           ----------      ---------- 
                                           28,898,517      28,830,608 
                                           ----------      ---------- 
                                                
        Total partners' capital accounts . 28,460,287      28,392,378 
                                           ----------      ---------- 
                                                                      

                                         $ 28,538,993      28,511,534 
                                           ==========      ========== 


<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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                          (UNAUDITED)
<CAPTION>
                        THREE MONTHS ENDED        SIX MONTHS ENDED       
                              JUNE 30,                JUNE 30,        
                             1997     1996        1997           1996 
                         --------  ---------   -------        --------
<S>                     <C>        <C>       <C>          <C>         
                          
Income:
   Rental income . . . . $    --    830,524          --      1,663,310
   Interest income . . . .48,292     56,858      97,678        122,898
                          -------    -------     -------       -------
                          48,292    887,382      97,678      1,786,208
                          -------    -------     -------       -------
                          
Expenses:
   Depreciation. . . . . .    --         --          --        145,870
   Property operating 
    expenses . . . . . . .    --    375,834          --        846,587
   Professional services .28,110     22,366      55,258         50,366
   General and 
    administrative . . . .35,793     60,964      80,104        139,317
                         --------    -------    --------       -------
                          63,903    459,164     135,362      1,182,140
                         --------    -------    --------       -------

   Operating earnings 
    (loss) . . . . . . . .(15,611)  428,218     (37,684)       604,068<PAGE>
                                

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

                      CONSOLIDATED  STATEMENTS OF OPERATIONS - CONTINUED


Partnership's share of 
 operations of 
 unconsolidated 
 affiliated 
 corporation   . . . . . 518,872    344,808   1,050,806       611,680 
Partnership's share of 
 operations of 
 unconsolidated venture   52,333     56,493     139,151       108,942
Venture partner's 
 share of venture's 
 operations. . . . . . .    (147)  (144,885)     (1,930)     (214,458)
                         -------    --------  ---------      -------- 

   Net earnings (loss)  $555,447    684,634   1,150,343     1,110,232 
                         =======    ========   ==========   ========= 

   Net earnings (loss) 
    per limited 
      partnership 
      interest . . . . .$   8.27      10.12       17.06         16.41 
                         =======    ========  =========     ========= 

   Cash distributions 
    per limited 
    partnership 
    interest . . . . . .$  16.00      16.00       16.00         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

                            SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                          (UNAUDITED)
<CAPTION>
                                                   1997          1996 
                                                  --------      ------
                                                             
<S>                                              <C>          <C>     
Cash flows from operating activities:
   Net earnings (loss) . . . . . .            $ 1,150,343   1,110,232 
   Items not requiring (providing) 
    cash or cash equivalents:
   Depreciation. . . . . . . . . .                     --     145,870 
   Partnership's share of operations 
    of unconsolidated affiliated corporation, 
    net of dividends . . . . . . .             (1,050,806)    498,463 
   Partnership's share of operations of 
    unconsolidated venture, net of 
    distributions. . . . . . . . .               (139,151)   (108,942)
   Venture partner's share of 
    venture's operations . . . . .                  1,930     214,458 

Changes in:
   Interest, rents and 
    other receivables. . . . . . .                  7,200     (26,046)
   Accounts payable. . . . . . . .                (57,798)     98,393 
   Amounts due to affiliates . . .                 15,418      (3,415)
   Accrued real estate taxes . . .                     --     122,575 <PAGE>
                                

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED  

                                                     1997       1996  
                                                   -------     -------
   Tenant security deposits. . . .                     --      (2,739)
                                                ----------  ----------
   Net cash provided by (used in) 
    operating activities . . . . .                (72,864)  2,048,849 
                                                ----------  ---------- 
Cash flows from investing activities:
   Additions to investment properties                  --     (21,067)
   Partnership's distributions from
    unconsolidated corporation . .                979,680          -- 
                                                ----------  ----------
   Net cash provided by (used in) investing 
    activities . . . . . . . . . .                979,680     (21,067)
                                                ----------  ----------
Cash flows from financing activities:
   Distributions to limited partners           (1,028,312) (1,028,312)
   Distributions to general 
    partners . . . . . . . . . . .                (54,122)    (54,122)
                                                ----------  ----------
   Net cash provided by (used in) financing 
    activities . . . . . . . . . .             (1,082,434) (1,082,434)
                                                ---------- ---------- 
   Net increase (decrease) in cash and 
    cash equivalents . . . . . . .               (175,618)    945,348 
   Cash and cash equivalents, 
    beginning of year. . . . . . .              3,933,927   3,606,715  
                                                ---------   ----------
                                                          <PAGE>
          

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED 
                                               

   Cash and cash equivalents, 
    end of period. . . . . . . . .            $  3,758,309   4,552,063
                                                  ========   =========
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 

                    June 30, 1997 and 1996

                          (Unaudited)
     

GENERAL

  Readers of this quarterly report should refer to the
Partnership's audited financial statements for the fiscal year
ended December 31, 1996, which are included in the Partnership's
1996 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 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 both of its remaining real estate investments. 
In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated.

  The accompanying consolidated financial statements include
$1,189,957, and $720,622, respectively, of the Partnership's
share of total operations of $2,691,728 and $1,622,754 for the
six months ended June 30, 1997 and 1996 of unconsolidated
properties held for sale or disposition.

  During the second quarter of 1997, Statements of Financial
Accounting Standards No. 128 ("Earnings per Share") and No. 129
("Disclosure of Information about Capital Structure") were
issued.  As the Partnership's capital structure only has general
and limited partnership interests, the Partnership does not
expect any significant impact on its consolidated financial <PAGE>
statements upon adoption of these standards when required at the
end of 1997.

  Certain amounts in 1996 consolidated financial statements have
been reclassified to conform with the 1997 presentation.

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 June 30, 1997 and
for the six months ended June 30, 1997 and 1996 were as follows:

                                                   Unpaid at 
                                                    June 30,
                                    1997   1996       1997  
                                -------- ------      -------
Insurance commissions. . . . .  $  3,958    3,262         --
Reimbursement (at cost) for 
 salary and  salary-related 
 expenses related to the
 on-site and other costs 
 for the Partnership and 
 its investment properties . .    13,666   11,264     20,806
                                 -------   ------     ------
                                $ 17,624   14,526     20,806 
                                  ======   ======     ======

      All such amounts payable to the General Partners and their
affiliates do not bear interest and are expected to be paid in
future periods.

ASHBY APARTMENTS
     
      In July 1996, CIP/Ashby entered into a contract with a
potential purchaser for the sale of this property,  and,
pursuant to such contract, the property was sold August 26,
1996. 

      In connection with the sale of the property, as is
customary in such transactions, CIP/Ashby agreed to certain
representations and warranties, with a stipulated survival
period of one year after the date of the closing of the sale, to
late August 1997.  Although it is not expected, CIP/Ashby may
ultimately have some liability under such representations and
warranties.  In this regard, the CIP/Ashby venture will not be<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

liquidated until after the expiration of the above-mentioned
survival period and after the distribution of any remaining
funds to the venture partners.


1225 CONNECTICUT AVENUE

     The property remained 100% occupied at June 30, 1997. 
Subsequent to June 30, 1997, a tenant, which occupied
approximately 9,900 square feet (5% of the property's leasable
space) and whose lease is scheduled to expire in June 2002,
vacated its space.  The  tenant, which is current in its monthly
lease obligations as of the date of this report, is currently
negotiating a possible sublease with Ernst & Young, the
principal tenant which occupies approximately 80% of the
property's leasable space.  There can be no assurance, however,
that such negotiations will result in a sublease agreement
between the vacated tenant and Ernst & Young.

     As the 1225 Investment Corporation has committed to a plan
to sell the property, the property was classified by the 1225
Investment Corporation as held for sale as of December 31, 1996
and, therefore, is not subject to continued depreciation.

     In response to the uncertainty relating to 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, 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. 

LANDINGS SHOPPING CENTER

      Occupancy at the property decreased to 55% at June 30,
1997, from 60% at March 31, 1997, as a result of the vacating of
two tenants which occupied approximately 5,350 square feet at
the property.  Although there have been delays in the lease-up
of vacant space, the JMB/Landings joint venture ("JMB/Landings")
continues to actively pursue replacement tenants. In such<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)


regard, lease agreements were executed with two tenants to
occupy a total of 24,420 square feet(approximately 26% of
JMB/Landings' owned net rentable area at the property).  These
two tenants, one leasing 20,410 square feet and the other 
leasing 4,010 square feet, are expected to occupy their space in
late summer of 1997.  JMB/Landings is currently pursuing its
legal remedies concerning arrearages of approximately $45,000
from tenants that have vacated or ceased operations at the
center.  In addition, tenant leases representing approximately
7%, 16% and 10% of the leasable space at the property are
scheduled to expire during the remainder of 1997, and in 1998
and 1999, respectively, not all of which are expected to be
renewed.  JMB/Landings is conserving its working capital in
order to fund currently budgeted 1997 capital and tenant costs
of approximately $150,000 and for potential future costs in
connection with the lease-up of the remaining vacant space at
the property, of which approximately $50,000 has been incurred
as of the date of this report. Furthermore, as of December 31,
1996, JMB/Landings has committed to a plan to sell the property
and, therefore, the property was classified as held for sale and
is not subject to continued depreciation.   An affiliate of the
General Partners of the Partnership manages the property for a
fee equal to 4% of the property's gross receipts.  Such property
management fees aggregated $19,548 and $22,154 for the six
months ended June 30, 1997 and 1996, respectively.<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                                          (Unaudited)



 UNCONSOLIDATED INVESTMENTS - SUMMARY INFORMATION


  JMB/LANDINGS

  Summary income statement information for JMB/Landings Associates for the six 
months ended June 30, 1997 and 1996 is as follows:

<CAPTION>
                            1997         1996  
                          ---------    ---------  
<S>                    <C>                <C>     
 Total income. . . . . . .$  459,714     579,910       
                          =========    =========

 Operating earnings. . . .$  278,302     217,884       
                          =========    =========
 Partnership's share 
 of earnings . . . . . . .$  139,151     108,942       
                          =========    =========
<PAGE>
CARLYLE INCOME PLUS, L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
 
                                          (Unaudited)


 1225 CONNECTICUT AVENUE, N.W.

 Summary income statement information for 1225 Investment Corporation for the six months ended
June 30, 1997 and 1996 is as follows:

                             1997         1996  
                          ---------    ---------  

 Total income. . . . . .$ 3,898,000    3,602,747       
                          =========    =========
 Operating earnings. . .$ 2,413,426    1,404,870       
                          =========    =========
 Partnership's share of 
  earnings . . . . . . .$ 1,050,806      611,680                
                          =========    =========

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, 1997 and for the three and six months ended June 30, 1997 and 1996.

<FN>
/TABLE
<PAGE>
PART I.  FINANCIAL INFORMATION

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


  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.  Such offers have expired.  The Partnership had also
received requests from other unaffiliated third parties for the
list of Holders of Interests.  It is possible that other offers
for Interests may be made by unaffiliated third parties in the
future although there is no assurance that any other third party
will commence an offer for Interests, the terms of any such
offer or whether any such offer, if made, will  be consummated,
amended or withdrawn.  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.

  The Partnership had been made aware that in March and April of
1997 two 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 $250 and $320 per Interest. 
These offers expired in April and July 1997. 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 3.34% of the outstanding Interests have been
purchased in 1996 and 1997 by such unaffiliated third parties
either pursuant to such tender offers or through negotiated
purchases.
<PAGE>
  After reviewing the Partnership's properties and marketplaces
in which they operate, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of the
remaining two investment properties as quickly as practicable. 
Therefore, the affairs of the Partnership are expected to be
wound up no later than the end of 1999 and perhaps in the 1997-
1998 time frame, barring any unforeseen economic developments.

   Although the Partnership expects to distribute sale proceeds
from the disposition of the Partnership's remaining investment
properties, aggregate distributions from sale proceeds received
by the Limited Partners over the entire term of the Partnership
are expected to approximate one-half of their original
investment.  These aggregate sale proceeds when combined with
aggregate distributions of net cash flow over the entire term of
the Partnership are expected to be less than the Limited
Partners' original investment. Accordingly, as the subordination
requirements of the Partnership Agreement for the retention of
sales proceeds by the General Partners are not expected to be
met, the General Partners are currently deferring their share of
distributable sales proceeds.

RESULTS OF OPERATIONS

     The decrease in cash and cash equivalents at June 30, 1997
as compared to December 31, 1996 is attributable primarily to
the Partnership's operating cash flow distribution of
approximately $1,082,000 in May 1997 ($54,122 of which was the
General Partners' share).  This decrease was substantially
offset by the Partnership's receipt of approximately $980,000 of
dividends from 1225 Investment Corporation in 1997.  

     The decrease in accounts payable at June 30, 1997 as
compared to December 31, 1996 is attributable primarily to the
payment in 1997 of fees for professional services which were
accrued and unpaid at December 31, 1996.

     The decreases in rental income, property operating expenses
and venture partner's share of venture's operations for the
three and six months ended June 30, 1997 as compared to the
three and six months ended June 30,1996, and the decrease in
depreciation expense for the six months ended June 30, 1997 as
compared to the six months ended June 30, 1996 (the property was
classified as held for sale as of April 1, 1996)  is
attributable to the sale of the Ashby at McLean Apartments in
August 1996, as more fully described in the notes.

     The decrease in general and administrative expenses for the
three and six months ended June 30, 1997 as compared to the
three and six months ended June 30, 1996 is attributable<PAGE>
primarily to the timing of the recognition of costs for certain
outsourcing services, recognition of certain prior year
reimbursable costs to affiliates of the General Partners and the
timing of the recognition of certain printing costs in 1996. 

     The increase in Partnership's share of operations of
unconsolidated affiliated corporation for the three and six
months ended June 30, 1997 as compared to the three and six
months ended June 30, 1996 is attributable primarily to the
suspension of depreciation, effective January 1, 1997, on the
1225 Connecticut Avenue, N.W. office building, as the property
was classified as held for sale as of December 31, 1996.  An
additional increase in Partnership's share of operations of
unconsolidated affiliated corporation in 1997 is attributable
primarily to the recognition of higher effective rents at the
property in 1997.

    The increase in Partnership's share of operations of
unconsolidated venture for the six months ended June 30, 1997 as
compared to the six months ended June 30, 1996 is attributable
primarily to the suspension of depreciation, effective January
1, 1997, on the Landings Shopping Center, as the property was
classified as held for sale as of December 31, 1996.  Such
increase was substantially offset for the three months ended
June 30, 1997 by a decrease in rental income at the property in
1997, primarily as a result of a decrease in occupancy in 1997. 
<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:

                                                   1996                    1997           
                                         --------------------------------------------------
                                              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.  The Landings Shopping Center
      Sarasota, Florida.                      82%   65%   67%  60%   60%   55%            

2.  1225 Connecticut Avenue
      Washington, D.C. .                     100%  100%  100% 100%  100%  100%            

<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   Closing statement dated January 28, 1994 relating to
         the refinancing by 1225 Investment Corporation which
         owns 1225 Connecticut Avenue in Washington, D.C., is
         hereby incorporated by reference to the Partnership's
         report for March 31, 1994 on Form 10-Q (File No. 0-
         17705) dated May 11, 1994.

  
  10.2   Secured promissory note dated January 28, 1994 in the
         amount of $6,500,000 relating to the refinancing by
         1225 Investment Corporation which owns 1225 Connecticut
         Avenue in Washington, D.C., is hereby incorporated by
         reference to the Partnership's report for March 31,
         1994 on Form 10-Q (File No. 0-17705) dated May 11,
         1994.

  10.3   Secured promissory note dated January 28, 1994 in the
         amount of $500,000 relating to the refinancing by 1225
         Investment Corporation which owns 1225 Connecticut
         Avenue in Washington, D.C., is hereby incorporated by
         reference to the Partnership's report for March 31,
         1994 on Form 10-Q (File No. 0-17705) dated May 11,
         1994.
<PAGE>
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 Company 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 8, 1997


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 8, 1997<PAGE>