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 3rd quarter September 30, 1996.


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 September 30, 1996     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 . . . . . . . . . . . . . . . . .    18
         

PART II  OTHER INFORMATION


Item 5.  Other Information . . . . . . . . . . . . . .    22

Item 6.  Exhibits and Reports on Form 8-K. . . . . . .    23
<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, 1996 AND DECEMBER 31, 1995

                                          (UNAUDITED)

                                                A s s e t s
                                              --------------
<CAPTION>
                                         SEPTEMBER 30,    DECEMBER 31,
                                             1996             1995    
<S>                                        ---------      ------------
Current assets:                                 <C>         <C>
  Cash and cash equivalents  . . . . . . .$ 26,246,390       3,606,715
  Interest, rents and other receivables. .     117,217          54,610
  Prepaid expenses . . . . . . . . . . . .      20,893          11,986
                                            ----------      ----------
    Total current assets . . . . . . . . .  26,384,500       3,673,311
                                            ----------      ----------
Investment property, at cost:
  Land . . . . . . . . . . . . . . . . . .         --        4,586,545
  Buildings and improvements . . . . . . .         --       16,793,928
                                            ----------      ----------
                                                   --       21,380,473
  Less accumulated depreciation. . . . . .         --        3,945,031
                                            ----------      ----------
    Total investment property, net of 
     accumulated depreciation. . . . . . .         --       17,435,442
                                            ----------      ----------
<PAGE>
                                 CARLYLE INCOME PLUS, LP - II
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURE

                            CONSOLIDATED BALANCE SHEETS - CONTINUED

Investment in unconsolidated affiliated 
  corporation, at equity   . . . . . . .    23,559,417      24,284,252

Investment in unconsolidated 
 venture, at equity    . . . . . . . . .     4,131,853       3,980,419
                                            ----------      ----------
                                         $    54,075,770    49,373,424
                                            ==========      ==========

                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                   --------------------------------------------------------
Current liabilities:
  Accounts payable . . . . . . . . . . .   $    50,379          21,939
  Amounts due to affiliates  . . . . . .        32,491          26,687
                                            ----------      ----------
                                                                      
  
    Total current liabilities. . . . . .        82,870          48,626
                                            ----------      ----------
Tenant security deposits . . . . . . . .           --          107,369
                                            ----------      ----------
Commitments and contingencies 
  
        Total liabilities. . . . . . . .        82,870         155,995
                                            ----------      ----------
Venture partner's subordinated equity 
 in venture  . . . . . . . . . . . . . .     7,031,889       5,523,770
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) . . .    567,323         450,800 
    Cumulative cash distributions. . . . .   (825,154)       (771,032)
                                            ---------        ---------
                                             (232,831)       (295,232)
                                            ---------        ---------
                                                                      
  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) . . . 11,295,167       7,061,904 
    Cumulative cash distributions. . . . .(19,357,456)    (18,329,144)
                                           ----------      ---------- 
                                           47,193,842      43,988,891 
                                           ----------      ---------- 
                                                
        Total partners' capital accounts . 46,961,011      43,693,659 
                                           ----------      ---------- 
                                                                      

                                         $ 54,075,770      49,373,424 
                                           ==========      ========== 



<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, 1996 AND 1995

                                          (UNAUDITED)
<CAPTION>
                        THREE MONTHS ENDED       NINE MONTHS ENDED       
                          SEPTEMBER 30            SEPTEMBER 30        
                             1996     1995        1996           1995 
                         --------  ---------   -------        --------
<S>                     <C>        <C>       <C>          <C>         
                          
Income:
   Rental income . . . .$ 693,486    826,742   2,356,796     2,448,050
   Interest income . . . .158,546     66,178     281,444       180,064
                          -------    -------     -------       -------
                          852,032    892,920   2,638,240     2,628,114
                          -------    -------     -------       -------
Expenses:
   Depreciation. . . . . .    --     148,781     145,870       435,097
   Property operating 
    expenses . . . . . . .296,595    378,636   1,143,182     1,196,731
   Professional services . 33,225        --       83,591        58,500
   General and 
    administrative . . . . 29,278     75,217     168,595       134,876
   
                         --------    -------    --------       -------
                          359,098    602,634   1,541,238     1,825,204
                         --------    -------    --------       -------
   Operating earnings 
    (loss) . . . . . . . .492,934    290,286   1,097,002       802,910<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  .      339,584    299,347     951,264       856,867 
Partnership's share of 
 operations of 
 unconsolidated venture  .       42,492 (1,700,987)    151,434    (1,546,147)
Venture partner's 
 share of venture's 
 operations. . . . . . . .     (159,618)   (94,308)   (374,076)     (256,600)
                                -------    --------  ---------      -------- 
   Net operating earnings
    (loss) . . . . . . . .      715,392 (1,205,662)  1,825,624      (142,970)

Gain on sale of investment
 property, net of venture
 partner's share . . . . .    2,524,162         --   2,524,162            -- 
                                --------   --------  ----------     ---------
   Net earnings (loss)   .  $ 3,239,554 (1,205,662)  4,349,786      (142,970)
                                =======    ========  =========      =========
   Net earnings (loss)
    per limited partnership
    interest:

       Net operating earnings
       (loss)  . . . . . .  $     10.58     (17.82)      26.99         (2.11)
    
       Net gain on sale of 
       investment property        38.88         --       38.88            -- 
                                --------   --------  ----------     ---------
                            $     49.46     (17.82)      65.87         (2.11)
                                =======    ========    ========     =========<PAGE>

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


                      CONSOLIDATED  STATEMENTS OF OPERATIONS - CONTINUED
                          


   Cash distributions 
    per limited 
    partnership 
    interest . . . . . . .$         --  8.00       16.00         32.00
                          =======   ========     =======      ========
<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, 1996 AND 1995

                                          (UNAUDITED)
<CAPTION>
                                                   1996          1995 
                                                  --------   ------   
<S>                                              <C>          <C>     
Cash flows from operating activities:
   Net earnings (loss) . . . . . .            $ 4,349,786    (142,970)
   Items not requiring (providing) 
    cash or cash equivalents:
   Depreciation. . . . . . . . . .                145,870     435,097 
   Total gain on sale of investment
    property . . . . . . . . . . .             (3,658,205)         -- 
   Partnership's share of earnings 
    of unconsolidated affiliated corporation, 
    net of dividends . . . . . . .                724,835     612,440 
   Partnership's share of operations of 
    unconsolidated venture, net of 
    distributions. . . . . . . . .               (151,434)  1,546,147 
   Venture partner's share of 
    venture's  operations and 
    gain on sale . . . . . . . . .              1,508,119     256,600 
    
Changes in:
   Interest, rents and 
    other receivables. . . . . . .                (62,607)     20,915 
   Prepaid expenses. . . . . . . .                 (8,907)     (7,103)
   Accounts payable. . . . . . . .                 28,440      43,634  <PAGE>

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

                                                     1996       1995  
                                                ------------   -------

   Amounts due to affiliates . . .                  5,804     (13,081)
   Unearned rents. . . . . . . . .                     --      56,538 
   Accrued real estate taxes . . .                     --      84,949 
   Tenant security deposits. . . .               (107,369)     (2,854)
                                                ----------  ----------
   Net cash provided by (used in) 
    operating activities . . . . .              2,774,332   2,890,312 
                                                ----------  ---------- 
Cash flows from investing activities:
   Net sales and maturities
   (purchases) of short-term
    investments. . . . . . . . . . . .                --    2,109,006 
   Additions to investment property. .            (48,234)   (93,142) 
   Partnership's distributions from
    unconsolidated venture . . . . . .                --      250,000 
   Cash proceeds from sale of investment
   property, net of selling expenses .         20,996,011          -- 
                                                ----------  ----------
   Net cash provided by (used in) investing 
    activities . . . . . . . . . . . .         20,947,777    2,265,864
                                                ----------  ----------
Cash flows from financing activities:
   Distributions to venture  . . . . .
    partner. . . . . . . . . . . . . .                 --    (325,500)
   Distributions to limited partners .         (1,028,312) (2,056,625)
   Distributions to general partners .            (54,122)   (108,243)
                                                ----------  ----------
   Net cash provided by (used in) financing 
    activities . . . . . . . . . . . .         (1,082,434) (2,490,368)
                                                ---------- ---------- <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 . . . . . . . . .         22,639,675   2,665,808 
   Cash and cash equivalents, 
    beginning of year. . . . . . . . .          3,606,715   2,024,097 
                                                ---------   ----------
   Cash and cash equivalents, 
    end of period. . . . . . . . . . .       $ 26,246,390    4,689,905
                                              ============  ==========
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 LIMITED - II
                           (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

                  September 30, 1996 and 1995

                          (Unaudited)
     

GENERAL

  Readers of this quarterly report should refer to the
Partnership's audited financial statements for the fiscal year
ended December 31, 1995, which are included in the Partnership's
1995 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.

  Statement of Financial Accounting Standards No. 121 was
adopted by the  Partnership on January 1, 1996.
     

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 <PAGE>


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

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            (Unaudited)

and other expenses required to be paid by the Partnership to the
General Partners and their affiliates as of September 30, 1996
and for the nine months ended September 30, 1996 and 1995 were
as follows: 

                                               Unpaid at
                                           September 30,
                              1996      1995       1996 
                            ------     -----  ----------
                                                        
Insurance commissions. . .$    588     2,984         --

Reimbursement (at cost)
 for salary and salary-
 related expenses related 
 to the on-site and other
 costs for the Partnership
 and its investment 
 properties. . . . . . . .  40,642    85,771      32,491
                            ------    ------      ------
                        $   41,230    88,755      32,491
                            ======    ======      ======

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

ASHBY APARTMENTS

     The property was classified as held for sale as of April 1,
1996 and therefore has not been subject to continued
depreciation as of that date.  The accompanying consolidated
financial statements include $2,495,749 and $2,459,571 of
revenues for the nine months ended September 30, 1996 and 1995
and $1,289,052 and $1,631,928 of operating expenses for the nine
months ended September 30, 1996 and 1995, respectively.  The
property had a net carrying value of $17,435,442 at December 31,
1995. 
     
      In July 1996,the CIP/Ashby joint venture ( the "venture")
entered into a contract with a potential purchaser for the sale
of this property for a sale price of $21,400,000 (before selling
costs), payable in cash at closing.  Pursuant to such contract,<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               (Unaudited)

the property was sold August 26, 1996.  The venture has
recognized a gain on sale of $3,658,205 for financial reporting
purposes (of which the Partnership's share is $2,524,162),
primarily as a result of a $7,572,479 value impairment recorded
by the venture in 1994 (of which the Partnership's share was
$5,225,011), and expects to recognize a loss of approximately
$3,565,000 for Federal income tax reporting purposes in 1996 (of
which the Partnership's share will be approximately $2,460,000).



1225 CONNECTICUT AVENUE

     1225 Investment Corporation incurred approximately
$5,300,000 of anticipated tenant improvement costs, lobby
renovation and sprinkler system costs related to the lease
extension for Ernst & Young, as well as tenant improvement costs
for other tenants in 1994 and 1995.  Such costs were paid during
1994 and 1995 from the net proceeds of approximately $5,300,000
from the January 1994 refinancing of the existing mortgage loan
secured by the property.  The property remains 100% occupied at
September 30, 1996.

LANDINGS SHOPPING CENTER

      Occupancy at the property increased to 67% at September
30, 1996, from 65% at June 30, 1996, but down from 82% at March
31, 1996 primarily as a result of the vacating of four tenants
which occupied approximately 16,700 square feet. The
JMB/Landings joint venture (the "venture") is pursuing its legal
remedies concerning the approximately $148,000 in aggregate
arrearages due from various tenants, including approximately
$45,000 in delinquent rents due from a tenant occupying 11,200
square feet whose parent company  filed for bankruptcy
protection earlier in 1996.  In addition, tenant leases
representing approximately 22% and 26% of the leasable space at
<PAGE>

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

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                          (Unaudited)


the property are scheduled to expire in  1997 and 1998,
respectively, not all of which are expected to be renewed. The
venture is conserving its working capital in order to fund
budgeted 1996 capital and tenant costs of approximately $130,000
(most of which has not been expended at September 30, 1996) and
for potential future costs in connection with the lease-up of
the vacant space, for which the venture is actively pursuing
replacement tenants. <PAGE>

<TABLE>
                CARLYLE INCOME PLUS LIMITED - 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 nine 
months ended September 30, 1996 and 1995 is as follows:

<CAPTION>
                            1996         1995  
                          ---------    ---------  
<S>                    <C>                <C>     
 Total income. . . . . . . $856,057      975,791
                          =========    =========

 Operating 
  earnings (loss). . . . . $302,867  (3,092,294)
                          =========    =========
 Partnership's share 
 of earnings (loss). . . . $151,434  (1,546,147)
                          =========    =========
<PAGE>
CARLYLE INCOME PLUS LIMITED - 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 nine months ended
September 1996 and 1995 is as follows:
                             1996         1995  
                          ---------    ---------  

 Total income. . . . . .$ 5,491,621    5,108,000
                          =========    =========
 Operating earnings. . .$ 2,184,805    1,968,000
                          =========    =========
 Partnership's share of 
  earnings . . . . . . .$   951,264      856,867       
                          =========    =========

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, 1996 and for the three and nine months ended September 30, 1996 and
1995.

<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 the second quarter of 1996 some of the Limited Partners
in the Partnership received from an unaffiliated third party an
unsolicited tender offer to purchase up to 2,997 Interests in
the Partnership at $350 per Interest. The Partnership
recommended against acceptance of this offer on the basis that,
among other things, the offer price was inadequate. In June such
offer expired with approximately 564 Interests being purchased
by such unaffiliated third party pursuant to such offer. In
addition, the Partnership has, from time to time, received
inquiries from other third parties that may consider making
offers for Interests, including requests for the list of Limited
Partners in the Partnership. These inquiries are generally
preliminary in nature. 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 offer for
Interests. 

  In an effort to reduce Partnership operating expenses, the
Partnership has elected to make semiannual rather than quarterly
distributions of available operating cash flow beginning in
November 1995.  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 its investment portfolio as quickly as practicable. 
Therefore, the affairs of the Partnership are expected to be
wound up no later than December 31, 1999 (sooner if the
properties are sold in the nearer term), barring any unforeseen
economic developments.
<PAGE>
  Although the Partnership expects to distribute sale proceeds
from the disposition of the Partnership's remaining investment
properties, without a dramatic improvement in market conditions,
aggregate distributions from sale proceeds received by the
Limited Partners over the entire term of the Partnership are
expected to approximate slightly more than 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 approximate
slightly less then the Limited Partners' original investment.

RESULTS OF OPERATIONS

  The increase in cash and cash equivalents at September 30,
1996 as compared to December 31, 1995 is attributable primarily
to the Partnership's consolidated venture's, (CIP/Ashby) receipt
of approximately $20,996,000 (of which the Partnership's share
is approximately $14,487,000) of sale proceeds from the August
1996 sale of the Ashby at McLean Apartments.  Such proceeds are
expected to be distributed to the Partnership and the affiliated
venture partner in the fourth quarter of 1996.  Additional
increases in cash and cash equivalents are due primarily to the
Partnership's  receipt of approximately $1,676,000 of dividends
from 1225 Investment Corporation in 1996 and to the operations
of CIP/Ashby during the nine months ended September 30, 1996.  
These increases were partly offset by the Partnership's
semiannual distribution in May 1996 of approximately $1,082,000
($16 per Interest to the Limited Partners and $54,122 to the
General Partners).  

  The increase in interest, rents and other receivables at
September 30, 1996 as compared to December 31, 1995 is
attributable primarily to CIP/Ashby's temporary investment of
the Ashby at McLean Apartments sale proceeds in interest bearing
cash equivalents at September 30, 1996.

  The decreases in investment property and tenant security
deposits at September 30, 1996 as compared to December 31, 1995
are due to the August 1996 sale of the Ashby at McLean
Apartments. 

  The increase in accounts payable at September 30, 1996 as
compared to December 31, 1995 is attributable primarily to fees
due by the Partnership in connection with tender offer matters,
as discussed above, and for sale-related fees due by CIP/Ashby 
at September 30, 1996.

  The decreases in rental income and property operating expenses
for the three and nine months ended September 30, 1996 as
compared to the three and nine months ended September 30, 1995
are attributable primarily to CIP/Ashby's August 1996 sale of
the Ashby at McLean Apartments.<PAGE>
  The decreases in depreciation expense for the three and nine
months ended September 30, 1996 as compared to the three and
nine months ended September 30, 1995 are attributable to the
suspension of depreciation  as of April 1, 1996 on the Ashby at
McLean Apartments, as such property was classified as held for
sale as of April 1, 1996.

  Fees for professional services increased for the three and
nine months ended September 30, 1996 as compared to the three
and nine months ended September 30, 1995 primarily as a result
of expenses incurred in connection with tender offer matters, as
discussed above.

  The increase in general and administrative expenses for the
nine months ended September 30, 1996 as compared to the nine
months ended September 30, 1995 is attributable primarily to the
timing of the recognition of costs for certain outsourcing
services and the timing of the recognition of certain printing
costs in 1996.   The decrease in general and administrative
expenses for the three months ended September 30, 1996 as
compared to the three months ended September 30, 1995 is
attributable primarily to the recognition of certain prior year
reimbursable costs to affiliates of the General Partners during
the three months ended September 30, 1995.

  The increases in Partnership's share of earnings of
unconsolidated affiliated corporation for the three and nine
months ended September 30, 1996 as compared to the three and
nine months ended  September 30, 1995  are due primarily to 
higher effective rents and a corresponding increase in rental
income at the 1225 Connecticut Avenue, N.W. office building in
1996. 

  Partnership's share of operations of unconsolidated venture
for the three and nine months ended September 30, 1995 contain
the Partnership's share ($1,750,000) of the provision for value
impairment record by the JMB/Landings joint venture.  Such
increases were partly offset by a decrease in the operations of
JMB/Landings which resulted primarily from a decrease in
occupancy and a corresponding decrease in rental income at The
Landings Shopping Center in 1996.

  The increases in venture partner's share of venture's
operations for the three and nine months ended September 30,
1996 as compared to the three and nine months ended September
30, 1995 are attributable primarily to an increase in the
operations of the CIP/Ashby venture primarily as a result of the
suspension of depreciation at the Ashby at McLean investment
property, as such property was classified as held for sale as of
April 1, 1996. The related change in venture partner's
subordinated equity in venture at September 30, 1996 as compared
to December 31, 1995 is attributable primarily to the venture
partner's share ($1,134,043) of the gain on sale of the Ashby at
McLean Apartments and to the aforementioned suspension of
depreciation at the property.

  The gain on sale of investment property is attributable to the
August 1996 sale of the Ashby at McLean Apartments.<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:

                                 1995                    1996           
                                --------------------------------------------------
                                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.      93%   91%   88%  95%   82%  65%   67% 

2.  The Ashby at McLean
     Apartments
      McLean, Virginia .       97%   97%   98%  96%   97%  96%   N/A 

3.  1225 Connecticut Avenue
      Washington, D.C. .      100%  100%  100% 100%  100% 100%  100% 

<FN>
--------------
  An N/A indicates that the property was not owned by the Partnership at the end of the quarter.
</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.

  10.1-  *Material Contracts

  10.10

  10.11  Closing statement dated January 28, 1994 relating to
         the refinancing by 1225 Investment Corporation which
         owns 1225 Connecticut Avenue in Washington, D.C., are
         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.

  10.12  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., are 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.

  10.13  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., are 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.

  10.14  Real Property Purchase Agreement between CIP/Ashby 
         Partners and WRIT Limited Partnership dated July 19,
         1996 relating to the sale by the Partnership (through
         the CIP/Ashby joint venture) of the Ashby at Mclean
         Apartments is hereby incorporated herein by reference
         to the Partnership's report for August 26, 1996 on Form
         8-K   (File No. 0-17705) dated September 6, 1996.

27.      Financial Data Schedule

(b)  The following report on Form 8-K has been filed for the   
     quarter covered by this report.

       (i)     The Partnership report on Form 8-K (File No. 0-
       17705) for August 26, 1996 describing the sale of the
       Ashby at Mclean Apartments was filed.  The report was
       dated September 6, 1996.
_____________

       *Previously filed as exhibits to the Partnership's
       Registration Statement (as amended) on Form S-11 (File
       No. 33- 194463) to the Securities Act of 1933.
<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 8,  1996


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: November 8, 1996<PAGE>