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

Re:  CARLYLE INCOME PLUS, LTD. - II 
     Commission File No. 000-17705
     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, 1997.


Thank you.

Very truly yours,

CARLYLE INCOME PLUS, LTD.

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, 1997         Commission file
                                             number 0-17705



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




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



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



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



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





                               1                     <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 . . . . . . . . . . . . . .    18

Item 6.  Exhibits and Reports on Form 8-K. . . . . . .    19
<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, 1997 and December 31, 1996

                                          (Unaudited)


                                                A s s e t s
                                              --------------
<CAPTION>
                                             March 31,    December 31,
                                              1997            1996    
<S>                                          ---------    ------------
Current assets:                                 <C>         <C>
  Cash and cash equivalents  . . . . . . . $ 4,423,785       3,933,927
  Interest, rents and other receivables. .      21,825          25,348
                                              --------         -------

    Total current assets . . . . . . . . .   4,445,610       3,959,275

Investment in unconsolidated affiliated 
  corporation, at equity   . . . . . . .    20,405,951      20,418,337

Investment in unconsolidated 
 venture, at equity    . . . . . . . . .     4,220,740       4,133,922
                                              --------       ---------
                                 $          29,072,301      28,511,534
                                            ==========       =========
        <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 . . . . . . . . . . .   $        36,874      71,858
  Amounts due to affiliates  . . . . . .             4,460       5,388
                                                 ---------     -------

    Total current liabilities. . . . . .            41,334      77,246
                                                 ---------    --------

Commitments and contingencies 
  

        Total liabilities. . . . . . . .            41,334      77,246
                                                 ---------    --------
Venture partner's subordinated equity 
 in venture  . . . . . . . . . . . . . .            43,693      41,910
Partners' capital accounts 
 (deficits):
                                                                      <PAGE>
                                


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

                            CONSOLIDATED BALANCE SHEETS - CONTINUED
                                               
  General partners:
    Capital contributions. . . . . . . . .     25,000          25,000 
    Cumulative net earnings. . . . . . . .    472,851         443,106 
    Cumulative cash distributions. . . . .   (906,336)       (906,336)
                                             ---------       ---------
                                             (408,485)       (438,230)
                                             ---------       ---------
                                                                      
  Limited partners (64,269.53 interests):
    Capital contributions, net of 
     offering costs and 
     purchase discounts. . . . . . . . . . 55,256,131      55,256,131 
    Cumulative net earnings. . . . . . . .  9,500,196       8,935,045 
    Cumulative cash distributions. . . . .(35,360,568)    (35,360,568)
                                           -----------     -----------
                                           29,395,759      28,830,608 
                                          -----------     -----------  
                                                          
        Total partners' capital accounts . 28,987,274      28,392,378 
                                           ----------      ---------- 
                                                                      

                                         $ 29,072,301      28,511,534 
                                           ==========      ========== 







<FN>


                   See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>

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

                            CONSOLIDATED  STATEMENTS OF OPERATIONS

                          THREE MONTHS ENDED MARCH 31, 1997 AND 1996

                                          (UNAUDITED)
<CAPTION>

                                              1997          1996
                                             --------    -------
<S>                                         <C>         <C>     
                                                     
Income:
   Rental income . . . . . . . . .         $      --     832,786
   Interest income . . . . . . . .             49,386     66,040
                                             --------    -------

                                               49,386    898,826
                                             --------    -------

Expenses:
   Depreciation. . . . . . . . . .                --     145,870
   Property operating expenses . .                --     470,753
   Professional services . . . . .             27,148     28,000
   General and administrative. . .             44,311     78,353
                                             --------    -------
                                               71,459    722,976
                                             --------    -------
                                                                

   Operating earnings (loss) . . .           (22,073)    175,850

Partnership's share of earnings of 
 unconsolidated affiliated 
 corporation   . . . . . . . . . .           531,934     266,872
Partnership's share of 
 operations of unconsolidated 
 venture . . . . . . . . . . . . .            86,818      52,449<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)   (69,573)
                                             -------      ------
                                                                

   Net earnings (loss) . . . . . .    $      594,896    425,598 
                                             =======    ========

   Net earnings (loss) per limited 
      partnership interest . . . .    $         8.79       6.29 
                                             =======    ========
                                                                

   Cash distributions per limited 
    partnership interest . . . . .    $           --         -- 
                                              =======   ========
                                                                








<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, 1997 AND 1996

                                          (UNAUDITED)
<CAPTION>

                                                   1997          1996 
                                                  --------      ------
                                                             
<S>                                              <C>          <C>     
Cash flows from operating activities:
   Net earnings (loss) . . . . . .            $   594,896     425,598 
   Items not requiring (providing) 
    cash or cash equivalents:
   Depreciation. . . . . . . . . .                     --     145,870 
   Partnership's share of earnings 
    of unconsolidated affiliated corporation, 
    net of dividends . . . . . . .                 12,386     277,316 
   Partnership's share of operations of 
    unconsolidated venture, net of 
    distributions. . . . . . . . .                (86,818)    (52,449)
   Venture partner's share of 
    venture's  operations. . . . .                  1,783      69,573 

Changes in:
   Interest, rents and 
    other receivables. . . . . . .                  3,523      19,225  
   Accounts payable. . . . . . . .                (34,984)     73,733 
   Amounts due to affiliates . . .                   (928)      5,000 
   Accrued real estate taxes . . .                     --      61,287 
   Tenant security deposits. . . .                     --      (1,487)
                                                   -------     -------
   Net cash provided by (used in) 
    operating activities . . . . .                 489,858   1,023,666 
                                                  --------- ---------- 
<PAGE>
                                 CARLYLE INCOME PLUS, L.P.-II
                                    (A LIMITED PARTNERSHIP)
                                    AND CONSOLIDATED VENTURE

                       CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED




Cash flows from investing activities:
   Additions to investment properties                 --       (3,634)
                                                ---------     --------

   Net cash provided by (used in) investing 
    activities . . . . . . . . . .                    --       (3,634)
                                                     -------------------
Net increase (decrease) in cash and 
    cash equivalents . . . . . . .                489,858   1,020,032 
                                                ---------   ----------
   Cash and cash equivalents, 
    beginning of year. . . . . . .              3,933,927   3,606,715 
                                                ---------   ----------
                                               
   Cash and cash equivalents, 
    end of period. . . . . . . . .            $ 4,423,785    4,626,747
                                                ==========   =========
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, 1997 and 1996

                          (Unaudited)
GENERAL

  Readers of this quarterly report should refer to the
Partnership's audited financial statements for the year ended
December 31, 1996, which are included in the Partnership's 1996
Annual Report, as certain footnote disclosures which would
substantially duplicate those contained in such audited
financial statements have been omitted from this report.

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

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

  The accompanying consolidated financial statements include
$618,752, and $319,321, respectively, of the Partnership's share
of total operations of $1,395,349 and $717,833 for the three
months ended March 31, 1997 and 1996 of unconsolidated
properties held for sale or disposition. 

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

  The Partnership, pursuant to the Partnership Agreement, is
permitted to engage in various transactions involving the
Corporate General Partner and its affiliates including the
reimbursement for salaries and salary-related expenses of its
employees, certain of its officers, and other direct expenses
relating to the administration of the Partnership and the
operation of the Partnership's investments.  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, 1997 and 1996 aggregated $6,833 and $5,990, respectively, of
which $4,460 was unpaid at March 31, 1997.  

ASHBY APARTMENTS

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

     In connection with the sale of this property, as is
customary in such transactions, CIP/Ashby agreed to certain
representations and warranties, with a stipulated survival
period of one year after the date of the closing of the sale, to
late August 1997.  Although it is not expected, CIP/Ashby may
ultimately have some liability under such representations and
warranties.  In this regard, the CIP/Ashby venture will be
liquidated after the expiration of the above-mentioned survival
period and after the distribution of any remaining funds to the
venture partners.

1225 CONNECTICUT AVENUE

     The property remains 100% occupied at March 31, 1997. As
the 1225 Investment Corporation has committed to a plan to sell
the property, the property was classified by the 1225 Investment
Corporation as held for sale as of December 31, 1996 and,
therefore, will not be subject to continued depreciation.

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


LANDINGS SHOPPING CENTER

     Occupancy at the property remained at 60% at March 31,
1997, primarily as a result of delays in the lease-up of <PAGE>
          


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



vacant space, for which the JMB/Landings joint venture
("JMB/Landings")is actively pursuing replacement tenants. In
such regard, as of the date of this report, an agreement has
been reached, subject to final lease execution, with a tenant to
occupy 20,400 square feet(approximately 22% of JMB/Landings'
owned net rentable area at the property) with an expected
occupancy in the summer of 1997.  There can be no assurance,
however, that this lease will ultimately be executed. 
JMB/Landings is currently pursuing its legal remedies concerning
arrearages of approximately $45,000 from tenants that have
vacated or ceased operations at the center.  In addition, tenant
leases representing approximately 20%, 16% and 8% of the
leasable space at the property are scheduled to expire in 1997,
1998 and 1999, respectively, not all of which are expected to be
renewed.  JMB/Landings is conserving its working capital in
order to fund currently budgeted 1997 capital and tenant costs
of approximately $270,000 and for potential future costs in
connection with the lease-up of the vacant space at the
property. Furthermore, as of December 31, 1996, JMB/Landings has
committed to a plan to sell the property and therefore the
property was classified as held for sale and is not subject to
continued depreciation.   An affiliate of the General Partners
of the Partnership manages the property for a fee equal to 4% of
the property's gross receipts.  Such property management fees
aggregated $9,852 and $10,671 for the three months ended March
31, 1997 and 1996, respectively.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS. L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                                    March 31, 1997 and 1996

                                          (Unaudited)



 UNCONSOLIDATED INVESTMENTS - SUMMARY INFORMATION


  JMB/LANDINGS

  Summary income statement information for JMB/Landings Associates for the three 
months ended March 31, 1997 and 1996 is as follows:

<CAPTION>
                            1997         1996  
                          ---------    ---------  
<S>                    <C>                <C>     
 Total income. . . . . . .$  231,372     269,945       
                          =========    =========

 Operating earnings. . . .$  173,636     104,898       
                          =========    =========
 Partnership's share 
 of earnings . . . . . . .$   86,818      52,449       
                        ===========    =========
<PAGE>
CARLYLE INCOME PLUS, L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
 
                                    March 31, 1997 and 1996

                                          (Unaudited)



 1225 CONNECTICUT AVENUE, N.W.

 Summary income statements information for 1225 Investment Corporation for the three months ended
March 31, 1997 and 1996 is as follows:


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

 Total income. . . . . . $1,971,000    1,725,874       
                          =========    =========

 Operating earnings. . . $1,221,713      612,935       
                          =========    =========

 Partnership's share of 
  earnings . . . . . . . $  531,934      266,872                
                          =========    =========

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, 1997 and for the three months ended March 31, 1997 and 1996.



<FN>
/TABLE
<PAGE>

PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  Reference is made to the notes to the accompanying
consolidated financial statements for additional information
concerning the Partnership's investments.

  During 1996, some of the Holders of Interests in the
Partnership received from unaffiliated third parties unsolicited
tender offers to purchase up to 4.9% of the Interests in the
Partnership at amounts between $350 and $400 per Interest.  The
Partnership recommended against acceptance of these offers on
the basis that, among other things, the offer prices were
inadequate.  Such offers have expired.  The Partnership had also
received requests from other unaffiliated third parties for the
list of Holders of Interests.  It is possible that other offers
for Interests may be made by unaffiliated third parties in the
future although there is no assurance that any other third party
will commence an offer for Interests, the terms of any such
offer or whether any such offer, if made, will  be consummated,
amended or withdrawn.  The board of directors of JMB Realty
Corporation ("JMB"), the corporate general partner of the
Partnership, has established a special committee (the "Special
Committee") consisting of certain directors of JMB to deal with
all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender
offers.  The Special Committee has retained independent counsel
to advise it in connection with any potential tender offers for
Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and
responding to any additional potential tender offers for
Interests.

  The Partnership had been made aware that in mid-March and
early April of 1997 two other unaffiliated third parties made
unsolicited tender offers to some of the Holders of Interests. 
These offers each sought to purchase up to 4.9% of the Interests
in the Partnership at amounts between $250 and $310 per
Interest.  The former offer expired in late April 1997.  The
latter offer is currently scheduled to expire in late May 1997. 
The Special Committee recommended against acceptance of these
offers on the basis that, among other things, the offer prices
were inadequate.  As of the date of this report, the Partnership
is aware that 6.86% of the outstanding Interests have been
purchased by such unaffiliated third parties either pursuant to
such tender offers or through negotiated purchases.

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


RESULTS OF OPERATIONS

  The increase in cash and cash equivalents at March 31, 1997 as
compared to December 31, 1996 is attributable primarily to the
Partnership's  receipt of approximately $544,000 of dividends
from 1225 Investment Corporation in February 1997.  

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

  The decrease in rental income, depreciation, property
operating expenses and venture partner's share of venture's
operations for the three months ended March 31, 1997 as compared
to the three months ended March 31, 1996 is attributable to the
sale of the Ashby at McLean Apartments in August 1996, as more
fully described in the notes.

  The decrease in general and administrative expenses for the
three months ended March 31, 1997, as compared to the three
months ended March 31,1996 is attributable primarily to the
timing of the recognition of costs for certain outsourcing
services, recognition of certain prior year reimbursable costs
to affiliates of the General Partners and the timing of the
recognition of certain printing costs in 1996. 

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

                                                   1996                    1997           
                                         --------------------------------------------------
                                              At    At    At   At    At    At    At    At 
                           
                                             3/31  6/30  9/3012/31  3/31  6/30  9/30 12/31
                                             ----  ----  ---------  ----  ---- ----- -----
<S>                                         <C>   <C>   <C> <C>    <C>   <C>  <C>   <C>   
1.  The Landings Shopping Center
      Sarasota, Florida.                      82%   65%   67%  60%   60%      


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

<FN>

</TABLE>

                                                          


                           





<PAGE>
PART II.  OTHER INFORMATION

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

  (a)    Exhibits

  3.     The Prospectus of the Partnership dated May 24, 1988,
         as supplemented August 1988, April 28, 1989, December
         22, 1989, February 28, 1990 and June 5 1990 as filed
         with the Commission pursuant to Rules 424 (b) and 424
         (c), is hereby incorporated herein by reference to the
         Partnership's Report for December 31, 1993 on Form 10-K
         (File No. 0-17705) dated March 25, 1994.

  3.1    Agreement of Limited Partnership is set forth as 
         Exhibit A of the Partnership's Prospectus, which is
         incorporated herein by reference to the Partnership's
         Registration Statement on Form S-11 (File No. 33-19463)
         dated May 24, 1988.

  4.1    Assignment Agreement is hereby incorporated by
         reference to Exhibit B to the Partnership's Prospectus
         which is hereby incorporated herein by reference to
         Exhibit 4.1 of the Partnership's report for December
         31, 1993 on Form 10-K (File No. 0-17705) dated March
         25, 1994.


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

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

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

  
  27.    Financial Data Schedule

(b)  No reports on Form 8-K were required or filed for the 
quarter 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 9, 1997


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




                                  Gailen J. Hull,
                                  Principal Accounting Officer
                                  Date: May 9, 1997<PAGE>