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

Re:  CARLYLE INCOME PLUS, L.P. - II 
     Commission File No. 0-17705
     Form 10-Q

Gentlemen:

Transmitted, for the above-captioned registrant, is the
electronically filed executed copy of registrant's current
report on Form 10-Q for the 1st quarter March 31, 1998.


Thank you.

Very truly yours,

CARLYLE INCOME PLUS, L.P - II

By:  JMB Realty Corporation
     Corporate General Partner


     By:                                       
          Gailen J. Hull, Senior Vice President
          and Principal Accounting Officer

GJH/jt
Enclosures
<PAGE>
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-Q

          Quarterly Report under Section 13 or 15(d)
            of the Securities Exchange Act of 1934



For the quarter ended March 31, 1998         Commission file
                                             number 0-17705



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




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



       900 N. Michigan Ave., Chicago, Illinois  60611
       (Address of principal executive office)(Zip Code)



Registrant's telephone number, including area code  312-915-1987



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  
Yes   X    No 
     ____      _____





                                                     <PAGE>
                       

                                           TABLE OF CONTENTS




PART I   FINANCIAL INFORMATION


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

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of 
         Operations. . . . . . . . . . . . . . . . . .    15
         

PART II  OTHER INFORMATION


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

Item 6.  Exhibits and Reports on Form 8-K. . . . . . .    18
<PAGE>
<TABLE>

PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (a limited partnership)
                                   and Consolidated Venture

                                  Consolidated Balance Sheets

                             March 31, 1998 and December 31, 1997

                                          (Unaudited)


                                                A s s e t s
                                              --------------
<CAPTION>
                                             March 31,    December 31,
                                              1998            1997    
<S>                                          ---------    ------------
Current assets:                                 <C>         <C>
  Cash and cash equivalents  . . . . . . . $ 1,042,090       2,980,988  
  Interest, rents and other receivables. .       4,082          12,906
                                              --------         -------
    Total current assets . . . . . . . . .   1,046,172       2,993,894
                                             ---------       ---------
Investment in unconsolidated affiliated 
  corporation, at equity   . . . . . . .    20,634,380      20,602,580
Investment in unconsolidated 
 venture, at equity    . . . . . . . . .       329,122       5,423,718
                                              --------       ---------
                                          $ 22,009,674      29,020,192
                                            ==========       =========
                                                                      <PAGE>
                              

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

                            CONSOLIDATED BALANCE SHEETS - CONTINUED

                     LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

Current liabilities:
  Accounts payable . . . . . . . . . . . .$     26,634          31,761
  Amounts due to affiliates  . . . . . . .      19,056          17,451
                                             ---------       ---------
    Total current liabilities. . . . . . .      45,690          49,212
                                             ---------       ----------
Commitments and contingencies 

Partners' capital accounts 
 (deficits):
  General partners:
    Capital contributions. . . . . . . . .     25,000          25,000 
    Cumulative net earnings. . . . . . . .    720,780         568,563 
    Cumulative cash distributions. . . . . (1,193,858)     (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. . . . . . . . 12,414,006      12,094,276 
    Cumulative cash distributions. . . . .(45,258,075)    (37,931,349)
                                           -----------     -----------

                                           22,412,062      29,419,058    
                                          -----------     -----------  
        Total partners' capital accounts . 21,963,984      28,970,980 
                                           ----------      ---------- 
                                         $ 22,009,674      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 MONTHS ENDED MARCH 31, 1998 AND 1997

                                          (UNAUDITED)
<CAPTION>
                                                1998     1997   
                                             --------    -------
<S>                                         <C>         <C>     
Income:
   Interest income . . . . . . . .         $   63,031     49,386
                                             --------    -------
Expenses:
   Professional services . . . . .             43,000     27,148
   General and administrative. . .             64,088     44,311
                                             --------    -------
                                              107,088     71,459
                                             --------    -------

                                             (44,057)   (22,073)
Partnership's share of operations of 
 unconsolidated affiliated 
 corporation   . . . . . . . . . .           510,600    531,934 
Partnership's share of 
 operations of unconsolidated 
 venture . . . . . . . . . . . . .             5,404     86,818 <PAGE>
                                
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)
                                   AND CONSOLIDATED VENTURE

                      CONSOLIDATED  STATEMENTS OF OPERATIONS - CONTINUED


Venture partner's share of 
 venture's operations. . . . . . .               --      (1,783)
                                             -------      ------
   Net earnings (loss) . . . . . .         $ 471,947    594,896 
                                             =======    ========
   Net earnings (loss) per limited 
      partnership interest . . . .         $    4.97       8.79 
                                             =======    ========
   Cash distributions per limited 
    partnership interest . . . . .          $ 114.00         --   
                                              =======   ========

<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

                          THREE MONTHS ENDED MARCH 31, 1998 AND 1997

                                          (UNAUDITED)
<CAPTION>

                                                   1998          1997 
                                                  --------      ------
                                                             
<S>                                              <C>          <C>     
Cash flows from operating activities:
   Net earnings (loss) . . . . . .           $    471,947     594,896 
   Items not requiring (providing) 
    cash or cash equivalents:
   Partnership's share of operations 
    of unconsolidated affiliated corporation, 
    net of dividends . . . . . . .               (510,600)   (531,934)
   Partnership's share of operations of 
    unconsolidated venture, net of 
    distributions. . . . . . . . .                 (5,404)    (86,818)
   Venture partner's share of 
    venture's  operations. . . . .                     --       1,783 

Changes in:
   Interest, rents and 
    other receivables. . . . . . .                  8,824       3,523  
   Accounts payable. . . . . . . .                 (5,127)    (34,984)
   Amounts due to affiliates . . .                  1,605        (928)
                                                   -------   ---------
   Net cash provided by (used in) 
    operating activities . . . . .                (38,755)    (54,462)
                                                 ---------  ----------
<PAGE>
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)
                                    AND CONSOLIDATED VENTURE
                       CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


Cash flows from investing activities:
  Partnership's distributions from
    unconsolidated corporation . .                478,800     544,320 
  Partnership's distributions from
    unconsolidated venture . . . .              5,100,000          -- 
                                                ---------     --------
  Net cash provided by (used in) investing 
    activities . . . . . . . . . .              5,578,800     544,320 
   
                                               -----------    --------
Cash flows from financing activities
   Distributions to limited 
    partners . . . . . . . . . . .             (7,326,726)        --  
   Distributions to general 
    partners . . . . . . . . . . .               (152,217)        --  
                                               -----------  ----------
                                               (7,478,943)        --  
                                               ----------   ----------
   Net cash provided by (used in) 
    investing activities . . . . .
Net increase (decrease) in cash and 
    cash equivalents . . . . . . .            (1,938,898)     489,858 
                                                ---------   ----------
   Cash and cash equivalents, 
    beginning of year. . . . . . .              2,980,988   3,933,927 
                                                ---------   ----------
   Cash and cash equivalents, 
    end of period. . . . . . . . .            $  1,042,090  4,423,785 
                                                ==========   =========<PAGE>
                           

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



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 

                    March 31, 1998 and 1997

                          (Unaudited)
GENERAL

  Readers of this quarterly report should refer to the
Partnership's audited financial statements for the 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
$516,004, and $618,752, respectively, of the Partnership's share
of total operations of $1,183,521 and $1,395,349 for the three
months ended March 31, 1998 and 1997 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.  These standards became effective for reporting periods
after December 15, 1997.  As the Partnership's capital structure
only has general and limited partnership interests, the
Partnership will not experience any significant impact on its
consolidated financial statements. 

  Certain amounts in the 1997 consolidated financial statements
have been reclassified to conform with the 1998 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.  Such costs 

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  
                               
recognized by the Partnership  for the three months ended March
31, 1998 and 1997 aggregated  $15,564  and  $6,833,
respectively.  Costs totalling $19,056 were unpaid at March 31,
1998.  


1225 CONNECTICUT AVENUE

     The property's occupancy remained at 95% at March 31, 1998,
unchanged from December 31, 1997.   However, the property is
100% leased as a result of a lease negotiated in early 1998 
with Ernst & Young, the principal tenant, which will occupy
approximately 87% of the property's leasable space upon taking
occupancy of the property's remaining vacant space which is
expected during the latter part of the second quarter of 1998.

     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.  Subsequent to March 31, 1998, the 1225
Investment Corporation has begun marketing the property for
sale.  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. 


LANDINGS SHOPPING CENTER

       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<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  

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 three
months ended March 31, 1997 were $9,852.
  
  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 expires in late June, 1998.  Although it is not
expected, JMB/Landings may ultimately have some liability under
such representations and warranties, which is not to exceed
$400,000 (of which the Partnership's share would be $200,000). 

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                                    March 31, 1998 and 1997

                                          (Unaudited)



 UNCONSOLIDATED INVESTMENTS - SUMMARY INFORMATION


  JMB/LANDINGS

  Summary income statement information for JMB/Landings (which sold its investment property in
December 1997) for the three months ended March 31, 1998 and 1997 is as follows:

<CAPTION>
                            1998         1997  
                          ---------    ---------  
<S>                    <C>                <C>     
 Total income. . . . . . .$    14,690   231,372                 
                          =========    =========

 Operating earnings. . . .$    10,808   173,636                 
                          =========    =========
 Partnership's share 
 of earnings . . . . . . .$     5,404    86,818                 
                        ===========    =========
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
 
                                    March 31, 1998 and 1997

                                          (Unaudited)



 1225 CONNECTICUT AVENUE, N.W.

 Summary income statement information for 1225 Investment Corporation for the three months ended
March 31, 1998 and 1997 is as follows:


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

 Total income. . . . . .$ 1,976,000    1,971,000                
                          =========    =========

 Operating earnings. . .$ 1,172,713    1,221,713                
                          =========    =========

 Partnership's share of 
  earnings . . . . . . .$   510,600      531,934                
                          =========    =========

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 March 31, 1998 and for the three months ended March 31, 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
$1,042,000 at March 31, 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 March 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 $250 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 4.92%
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.<PAGE>

RESULTS OF OPERATIONS

  The decrease in cash and cash equivalents at March 31, 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 paid a distribution of $152,217 to the General
Partners, which represented their share of Partnership
operational cash flow and reserves, including those from
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. Such decrease in cash and cash
equivalents at March 31, 1998 as compared to December 31, 1997
was partly offset by the Partnership's  receipt of approximately
$479,000 of dividends from 1225 Investment Corporation in
February 1998.  

  The decrease in investment in unconsolidated venture, at
equity, at March 31, 1998 as compared to December 31, 1997 is
due primarily to distributions totaling $5,100,000 received by
the Partnership from the JMB/Landings venture during the three
months ended March 31, 1998, a substantial portion of which
represented the Partnership's share of the proceeds from the
December 1997 sale of the Landings Shopping Center.

  The decrease in Partnership's share of operations of
unconsolidated venture for the three months ended March 31, 1998
as compared to the three months ended March 31, 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  9/3012/31  3/31  6/30  9/30 12/31
                                             ----  ----  ---------  ----  ---- ----- -----
<S>                                         <C>   <C>   <C> <C>    <C>   <C>  <C>   <C>   


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

<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.<PAGE>
  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 Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                             CARLYLE INCOME PLUS, L.P.-II

                             BY:  JMB Realty Corporation
                                  (Corporate General Partner)




                             By:  Gailen J. Hull, 
                                  Senior Vice President
                                  Date: May 13, 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: May 13, 1998<PAGE>