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, 1998.


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, 1998      Commission file 
                                         number 0-17705



                       CARLYLE INCOME PLUS, L.P.-II
          (Exact name of registrant as specified in its charter)




              Delaware                                 36-3555432
       (State of organization)                      (I.R.S. Employer
                                                   Identification No.)



       900 N. Michigan Ave., Chicago, Illinois            60611
       (Address of principal executive 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 
     ____      _____                                           <PAGE>
                
 

            TABLE OF CONTENTS



PART I    FINANCIAL INFORMATION


Item 1.   Financial Statements . . . . . . . . . . . . . . . . . .      3

Item 2.   Management's Discussion and Analysis of
           Financial Condition and Results of 
           Operations. . . . . . . . . . . . . . . . . . . . . . .      13
          

PART II   OTHER INFORMATION


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

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

     ITEM 1.  FINANCIAL STATEMENTS

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

                                            CONSOLIDATED BALANCE SHEETS

                                       JUNE 30, 1998 AND DECEMBER  31, 1997

                                                    (UNAUDITED)

                                                          A s s e t s
                                                       --------------
<CAPTION>
                                                         June 30,        December 31,
                                                           1998              1997    
<S>                                                     ---------        ------------
Current assets:                                           <C>            <C>
  Cash and cash equivalents  . . . . . . . . . . .   $  1,010,825           2,980,988         
  Interest, rents and other receivables. . . . . .          2,369              12,906 
                                                       ----------          ----------
    Total current assets . . . . . . . . . . . . .      1,013,194           2,993,894
                                                       ----------          ----------
Investment in unconsolidated affiliated 
  corporation, at equity   . . . . . . . . . . . .     20,765,925          20,602,580

Investment in unconsolidated 
 venture, at equity    . . . . . . . . . . . . . .            --            5,423,718
                                                       ----------          ----------
                                                     $ 21,779,119          29,020,192
                                                       ==========          ==========



<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 . . . . . . . . . . . . . . .      $     4,164              31,761
  Amounts due to affiliates  . . . . . . . . . .           27,535              17,451
                                                       ----------          ----------
    Total current liabilities. . . . . . . . . .           31,699              49,212
                                                       ----------          ----------
Commitments and contingencies 
  
Partners' capital accounts 
 (deficits):                                                                         
                                                         
  General partners:
    Capital contributions. . . . . . . . . . . . .        25,000               25,000
    Cumulative net earnings (losses) . . . . . . .       754,606              568,563
    Cumulative cash distributions. . . . . . . . .    (1,227,684)         (1,041,641)
                                                        ---------           ---------
                                                        (448,078)           (448,078)
                                                        ---------           ---------
  Limited partners (64,269.53 interests):
    Capital contributions, net of 
     offering costs and 
     purchase discounts. . . . . . . . . . . . . .    55,256,131           55,256,131
    Cumulative net earnings (losses) . . . . . . .    12,840,137           12,094,276
    Cumulative cash distributions. . . . . . . . .   (45,900,770)        (37,931,349)
                                                      ----------          ---------- 
                                                      22,195,498           29,419,058
                                                      ----------          ---------- 
  Total partners' capital accounts . . . . . . . .    21,747,420           28,970,980
                                                      ----------          ---------- 
                                                   $  21,779,119           29,020,192
                                                      ==========          ========== 
<FN>
                             See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
                                           CARLYLE INCOME PLUS, L.P.-II
                                              (A LIMITED PARTNERSHIP)
                                             AND CONSOLIDATED VENTURE

                                      CONSOLIDATED  STATEMENTS OF OPERATIONS

                                 THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997

                                                    (UNAUDITED)
<CAPTION>
                                THREE MONTHS ENDED              SIX MONTHS ENDED       
                                     JUNE 30,                       JUNE 30,        
                               1998           1997          1998               1997 
                               --------    ---------     -------            --------
<S>                           <C>         <C>         <C>             <C>           
   
Income:
 Interest income . . . . . . . $ 10,653      48,292         73,684           97,678 
                                -------      -------        -------          -------
                                 10,653      48,292         73,684           97,678 
                                -------      -------        -------          -------
   
Expenses:
 Professional services . . . .   15,664      28,110         58,664            55,258
 General and 
    administrative . . . . . .   57,298      35,793        121,386            80,104
                               --------      -------       --------          -------
                                 72,962      63,903        180,050           135,362
                               --------      -------       --------          -------

                               (62,309)     (15,611)      (106,366)         (37,684)<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   . . . . . . . . 523,225      518,872      1,033,825        1,050,806 
Partnership's share of 
 operations of 
 unconsolidated venture  . . .    (959)      52,333          4,445          139,151
Venture partner's 
 share of venture's 
 operations. . . . . . . . . .      --         (147)           --            (1,930)
                               -------      --------     ---------         -------- 

 Net earnings (loss)   . . . .$ 459,957     555,447        931,904        1,150,343  
                              ========      ========    ==========        ========= 

 Net earnings (loss) 
  per limited 
      partnership 
      interest . . . . . . . .$    6.64        8.27          11.61            17.06 
                               =======      ========     =========        ========= 

 Cash distributions 
  per limited 
  partnership 
  interest . . . . . . . . . .$   10.00       16.00         124.00            16.00 
                              ========      ========     =========        ========= 
<FN>
                           See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
                                           CARLYLE INCOME PLUS, L.P.-II
                                              (A LIMITED PARTNERSHIP)
                                              AND CONSOLIDATED VENTURE

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                      SIX MONTHS ENDED JUNE 30, 1998 AND 1997

                                                    (UNAUDITED)
<CAPTION>
                                                               1998            1997 
                                                              --------        ------
                                                            
<S>                                                          <C>            <C>     
Cash flows from operating activities:
 Net earnings (loss) . . . . . . . . . .                     $931,904     1,150,343 
 Items not requiring (providing) 
  cash or cash equivalents:
 Partnership's share of operations 
  of unconsolidated affiliated corporation, 
  net of dividends . . . . . . . . . . .                   (1,033,825)   (1,050,806)
 Partnership's share of operations of 
  unconsolidated venture, net of 
  distributions. . . . . . . . . . . . .                       (4,445)     (139,151)
 Venture partner's share of 
  venture's operations . . . . . . . . .                           --         1,930 

Changes in:
 Interest, rents and 
  other receivables. . . . . . . . . . .                       10,537         7,200 
 Accounts payable. . . . . . . . . . . .                      (27,597)      (57,798)
 Amounts due to affiliates . . . . . . .                       10,084        15,418 
                                                                <PAGE>
                                      

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

                                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED  

                                                                 1998         1997  
                                                               -------       -------
 Net cash provided by (used in) 
  operating activities . . . . . . . . .                     (113,342)      (72,864)
                                                            ----------    ---------- 
Cash flows from investing activities:
 Partnership's distributions from
  unconsolidated corporation . . . . . .                      870,480       979,680 
 Partnership's distributions from
    unconsolidated venture . . . . . . .                    5,428,163            --  
                                                            ----------    ----------
 Net cash provided by (used in) investing 
  activities . . . . . . . . . . . . . .                    6,298,643       979,680 
                                                            ----------    ----------
Cash flows from financing activities:
 Distributions to limited partners . . .                   (7,969,421)   (1,028,312)
 Distributions to general 
  partners . . . . . . . . . . . . . . .                     (186,043)      (54,122)
                                                            ----------    ----------
 Net cash provided by (used in) financing 
  activities . . . . . . . . . . . . . .                   (8,155,464)   (1,082,434)
                                                            ----------   ---------- 
 Net increase (decrease) in cash and 
  cash equivalents . . . . . . . . . . .                   (1,970,163)     (175,618)
 Cash and cash equivalents, 
  beginning of year. . . . . . . . . . .                    2,980,988     3,933,927  
                                                            ---------     ----------
 Cash and cash equivalents, 
  end of period. . . . . . . . . . . . .                $    1,010,825     3,758,309
                                                              ========     =========<PAGE>
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, 1998 and 1997

                                (Unaudited)
      
GENERAL

   Readers of this quarterly report should refer to the Partnership's audited
financial statements for the fiscal year ended December 31, 1997, which are
included in the Partnership's 1997 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

   The preparation of financial statements in accordance with GAAP requires
the Partnership to make estimates and assumptions that affect the reported or
disclosed amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from these estimates.

   The Partnership adopted Statement of Financial Accounting Standards No.
121, " Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of" ("SFAS 121") as required in the first quarter of
1996.  The Partnership's policy is to consider a property to be held for sale
or disposition when the Partnership has committed to a plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term.  The Partnership has committed to such a plan for
its remaining real estate investment, 1225 Connecticut Avenue, N.W. office
building.  In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated. 

   The accompanying consolidated financial statements include $1,038,270, and
$1,189,957, respectively, of the Partnership's share of total operations of
$2,383,028 and $2,691,728 for the six months ended June 30, 1998 and 1997 of
unconsolidated properties held for sale or disposition. 

TRANSACTIONS WITH AFFILIATES

   The Partnership, pursuant to the Partnership Agreement, is permitted to
engage in various transactions involving the Corporate General Partner and
its affiliates including the reimbursement for salaries and salary-related
expenses of its employees, certain of its officers, and other direct expenses
relating to the administration of the Partnership and the operation of the
Partnership's investments.  Fees, commissions and other expenses required to
be paid by the Partnership to the General Partners and their affiliates as of
June 30, 1998 and for the six months ended June 30, 1998 and 1997 were as
follows:.
                                                               Unpaid at
                                                                June 30,
                                          1998        1997          1998
                                          ----       -----      --------
   Insurance commissions . . . . .  $    2,652       3,958           -- 
   Reimbursement (at cost) for 
   salary and salary related 
   expenses related to the on-site 
   and other costs for the 
   Partnership and its
   investment properties . . . . .      35,945      13,666        27,535
                                        ------      ------        ------
                                        38,597      17,624        27,535
                                      $ ======      ======       =======
<PAGE>
                       CARLYLE INCOME PLUS, L.P - II
                         ( A LIMITED PARTNERSHIP)
                         AND CONSOLIDATED VENTURE

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1225 CONNECTICUT AVENUE

      The property's occupancy increased to 100% at June 30, 1998, up from
95% during the previous three quarters, as a result of Ernst & Young, the
principal tenant, taking occupancy of the property's remaining vacant space.
Ernst & Young now occupies approximately 87% of the property's leasable
space. 

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

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

JMB/LANDINGS 

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

   An affiliate of the General Partners of the Partnership managed the
property for a fee equal to 4% of the property's gross receipts.  Such
property management fees for the six months ended June 30, 1997 were $19,548.
   
   In connection with the sale of this property, as is customary in such
transactions, JMB/Landings agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
JMB/Landings, in late June, 1998.  The remaining funds of the JMB/Landings
venture were distributed to the venture partners as of June 30, 1998.
<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 (which sold its
investment property in December 1997)  for the six months ended June 30, 1998
and 1997 is as follows:

<CAPTION>
                                    1998           1997  
                                  ---------      ---------  
<S>                            <C>                  <C>     
 Total income. . . . . . . . .   $   18,100        459,714        
                                  =========      =========

 Operating earnings. . . . . .   $    8,602        278,302        
                                  =========      =========
 Partnership's share 
 of earnings . . . . . . . . .   $    4,445        139,151        
                                  =========      =========

 1225 CONNECTICUT AVENUE, N.W.

 Summary income statement information for 1225 Investment Corporation for the
six months ended June 30, 1998 and 1997 is as follows:

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

 Total income. . . . . . . . .  $ 3,946,000      3,898,000        
                                  =========      =========
 Operating earnings. . . . . .  $ 2,374,426      2,413,426          
                                  =========      =========
 Partnership's share of 
  earnings . . . . . . . . . $    1,033,825      1,050,806        
                                  =========      =========

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, 1998
and for the three and six months ended June 30, 1998 and 1997.

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

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


   The Partnership had cash and cash equivalents of approximately $1,011,000
at June 30, 1998.  Such funds are available for contributions to the
Partnership's remaining investment property, for working capital requirements
and for distributions to partners.
   
   Reference is made to the notes to the accompanying consolidated financial
statements for additional information concerning the Partnership's
investments.

   During 1996, some of the Holders of Interests in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at amounts between $350 and $400 per
Interest.  The Partnership recommended against acceptance of these offers on
the basis that, among other things, the offer prices were inadequate.    The
board of directors of JMB Realty Corporation ("JMB"), the corporate general
partner of the Partnership, has established a special committee (the "Special
Committee") consisting of certain directors of JMB to deal with all matters
relating to tender offers for Interests in the Partnership, including any and
all responses to such tender offers.  The Special Committee has retained
independent counsel to advise it in connection with any potential tender
offers for Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests.

   The Partnership had been made aware that from March 1997 through June 1998
other unaffiliated third parties made unsolicited tender offers to some of
the Holders of Interests.  These offers each sought to purchase up to 4.9% of
the Interests in the Partnership at amounts between $150 and $325 per
Interest.  These 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 5.11% of the outstanding Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases.

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

RESULTS OF OPERATIONS

   The decrease in cash and cash equivalents at June 30, 1998 as compared to
December 31, 1997 is due primarily to distributions of approximately
$7,327,000 ($114 per Interest) made to the Limited Partners in February 1998,
which included $69 per Interest from the distributions received from
JMB/Landings relating to the December 1997 sale of the Landings Shopping
Center and $45 per Interest from Partnership operational cash flow and
reserves, including those from offering proceeds.  The Partnership also made
a distribution of $152,217 to the General Partners in February 1998, which
represented their share of Partnership operational cash flow and reserves,
including those from offering proceeds.  An additional decrease in cash and
cash equivalents is due to distributions of approximately $643,000 ($10 per
Interest) made to the Limited Partners in May 1998 from operational cash flow
and reserves, including those from offering proceeds.  The Partnership also
made a distribution of $33,826 to the General Partners in May 1998, which
represented their share of operational cash flow and reserves, including
those offering proceeds.  The General Partners are currently deferring  their
share of any distributions of proceeds from sales, as the subordination
requirements of the Partnership Agreement for the retention of sales proceeds
by the General Partners are currently not expected to be met.  The above
decreases in cash and cash equivalents at June 30, 1998 as compared to
December 31, 1997 were partly offset by the Partnership's  receipt of
approximately $870,000 of dividends from 1225 Investment Corporation in 1998. 
<PAGE>
   The decrease in investment in unconsolidated venture, at equity, at June
30, 1998 as compared to December 31, 1997 is due primarily to distributions
totaling approximately $5,428,000 received by the Partnership from the
JMB/Landings venture in 1998, a substantial portion of which represented the
Partnership's share of the proceeds from the December 1997 sale of the
Landings Shopping Center.

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

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

     ITEM 5.  OTHER INFORMATION

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

                                                                 1997                 1998           
                                                       --------------------------------------------------
                                                        At     At     At     At     At     At     At     At 
                                 
                                                       3/31   6/30   9/30  12/31   3/31   6/30   9/30  12/31
                                                       ----   ----   ----  -----   ----   ----  -----  -----
<S>                                                   <C>    <C>    <C>   <C>     <C>    <C>   <C>    <C>   


1.  1225 Connecticut
      Washington, D.C. . . . .                         100%   100%    95%    95%    95%   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.   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    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.

   10.3    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.

   10.4    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.

   10.5    Real Property Purchase Agreement between JMB/Landings Associates
           and Inland Real Estate Acquisitions, Inc., dated November 25,
           1997 relating to the sale of the Landings Shopping Center is
           hereby incorporated herein by reference to the Partnership's
           report for December 30, 1997 on  Form 8-K (File No. 0-17705) 
           dated January 13, 1998.

   27.     Financial Data Schedule

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



   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   CARLYLE INCOME PLUS, L.P.-II

                                   BY:   JMB Realty Corporation
                                         (Corporate General Partner)




                                   By:   Gailen J. Hull, 
                                         Senior Vice President
                                         Date: August 12, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person in the capacity and on
the date indicated.




                                         Gailen J. Hull,
                                         Principal Accounting Officer
                                         Date: August 12, 1998<PAGE>