Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re:Carlyle Income Plus, Ltd.
Commission File No. 000-16975
Form 10-Q
Gentlemen:
Transmitted, for the above-mentioned registrant, is the
electronically filed executed copy of registrant's current report
on Form 10-Q for the quarter ended March 31, 1996.
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:et
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the quarter Commission file
ended March 31, 1996 number 000-16975
CARLYLE INCOME PLUS, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3439532
(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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ----------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of Class)
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
Page
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
2<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . $ 3,715,110 2,778,447
Rents and other receivables (net of allowance
for doubtful accounts of $306,050 in 1996 and
$263,462 in 1995). . . . . . . . . . . . . . . . . . . 850,072 1,051,190
Prepaid expenses . . . . . . . . . . . . . . . . . . . . 19,699 48,871
----------- -----------
Total current assets . . . . . . . . . . . . . . 4,584,881 3,878,508
----------- -----------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . 12,276,993 12,276,993
Buildings and improvements . . . . . . . . . . . . . . . 33,426,535 33,386,378
----------- -----------
45,703,528 45,663,371
Less accumulated depreciation. . . . . . . . . . . . . . 10,261,814 9,983,281
----------- -----------
Total investment properties, net
of accumulated depreciation . . . . . . . . . . 35,441,714 35,680,090
3<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
MARCH 31, DECEMBER 31,
1996 1995
---------- ----------
Investments in unconsolidated ventures, at
equity. . . . . . . . . . . . . . . . . . . . . . . . . . 9,627,431 9,505,409
Deferred expenses . . . . . . . . . . . . . . . . . . . . 89,801 87,955
Accrued rents receivable . . . . . . . . . . . . . . . . . 413,929 415,509
----------- ------------
$ 50,157,756 49,567,471
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . $ 109,514 93,068
Amounts due to affiliates . . . . . . . . . . . . . . . 53,358 46,010
Unearned rents . . . . . . . . . . . . . . . . . . . . . 11,683 71,350
Accrued real estate taxes. . . . . . . . . . . . . . . . 852,343 937,812
---------- -----------
Total current liabilities. . . . . . . . . . . . 1,026,898 1,148,240
Tenant security deposits . . . . . . . . . . . . . . . . . 195,633 194,801
---------- -----------
Total liabilities. . . . . . . . . . . . . . . . 1,222,531 1,343,041
---------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings. . . . . . . . . . . . . . . . 611,001 575,461
Cumulative cash distributions. . . . . . . . . . . . . (1,723,581) (1,723,581)
---------- -----------
(1,087,580) (1,123,120)
---------- -----------
4<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
MARCH 31, DECEMBER 31,
1996 1995
---------- -----------
Limited partners (88,808.058 Interests):
Capital contributions, net of offering costs . . . . . 77,762,167 77,762,167
Cumulative net earnings. . . . . . . . . . . . . . . . 8,686,255 8,011,000
Cumulative cash distributions. . . . . . . . . . . . . (36,425,617) (36,425,617)
---------- -----------
50,022,804 49,347,550
---------- -----------
Total partners' capital accounts . . . . . . . . 48,935,225 48,224,430
---------- -----------
$ 50,157,756 49,567,471
========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
5<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . $ 1,670,910 1,693,602
Interest income. . . . . . . . . . . . . . . 53,347 62,550
----------- -----------
1,724,257 1,756,152
----------- -----------
Expenses:
Depreciation . . . . . . . . . . . . . . . . 278,533 351,334
Property operating expenses. . . . . . . . . 716,836 605,153
Professional services. . . . . . . . . . . . 35,745 48,959
Amortization of deferred expenses. . . . . . 7,367 8,055
General and administrative . . . . . . . . . 97,003 34,205
----------- -----------
1,135,484 1,047,706
----------- -----------
Operating earnings (loss). . . . . . 588,773 708,446
Partnership's share of operations
of unconsolidated ventures. . . . . . . . . . 122,022 165,910
----------- -----------
Net earnings (loss) . . . . . . . . $ 710,795 874,356
=========== ===========
Net earnings (loss) per limited
partnership interest . . . . . . . $ 7.60 9.35
=========== ===========
Cash distributions per limited
partnership interest . . . . . . . $ -- 15.00
=========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
6<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . $ 710,795 874,356
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . 278,533 351,334
Amortization of deferred expenses. . . . . . . 7,367 8,055
Partnership's share of operations of
unconsolidated ventures, net of distributions. (122,022) (89,938)
Changes in:
Rents and other receivables. . . . . . . . . . 201,118 158,769
Prepaid expenses . . . . . . . . . . . . . . . 29,172 22,263
Accrued rents receivable . . . . . . . . . . . 1,580 (4,803)
Accounts payable . . . . . . . . . . . . . . . 16,446 (21,483)
Amounts due to affiliates. . . . . . . . . . . 7,348 (19,861)
Unearned rents . . . . . . . . . . . . . . . . (59,667) (52,754)
Accrued real estate taxes. . . . . . . . . . . (85,469) (107,047)
Tenant security deposits . . . . . . . . . . . 832 (1,804)
---------- ----------
Net cash provided by (used in)
operating activities. . . . . . . . . 986,033 1,117,087
---------- ----------
Cash flows from investing activities:
Net purchases of short-term investments. . . . -- (1,295,931)
Additions to investment properties . . . . . . (40,157) (78,603)
Partnership's distributions from
unconsolidated ventures . . . . . . . . . . . -- 213,528
Payment of deferred expenses . . . . . . . . . (9,213) (8,693)
---------- ----------
Net cash provided by (used in) investing
activities. . . . . . . . . . . . . . (49,370) (1,169,699)
---------- ----------
7<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995
---------- ----------
Cash flows from financing activities:
Distributions to limited partners. . . . . . . -- (1,332,121)
Distributions to general partners. . . . . . . -- (70,112)
---------- ----------
Net cash provided by (used in)
financing activities. . . . . . . . . -- (1,402,233)
---------- ----------
Net increase (decrease) in cash and cash
equivalents . . . . . . . . . . . . . $ 936,663 (1,454,845)
Cash and cash equivalents, beginning
of year . . . . . . . . . . . . . . . 2,778,447 3,185,145
---------- ----------
Cash and cash equivalents, end of period $ 3,715,110 1,730,300
========== ==========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . $ -- --
========== ==========
Non-cash investing and financing activities. . $ -- --
========== ==========
<FN>
</TABLE>
See accompanying notes to financial statements.
8
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the
Partnership's audited financial statements for the year ended
December 31, 1995 which are included in the Partnership's 1995
Annual Report, as certain footnote disclosure which would
substantially duplicate those contained in such audited
financial statements have been omitted from this report.
The preparation of financial statements in accordance with
GAAP requires the Partnership to make estimates and assumptions
that affect the reported or disclosed amount of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Statement of Financial Accounting Standards No. 121 was
adopted by the Partnership on January 1, 1996.
9
<PAGE>
<TABLE> CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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 and other expenses required to be paid by the Partnership to the General Partners
and their affiliates as of March 31, 1996 and for the three months ended March 31, 1996 and 1995 are
as follows:
UNPAID AT
MARCH 31,
1996 1995 1996
--------- ---------- ------------
<S> <C> <C> <C>
Property management and
leasing fees 21,507 21,373 4,248
Reimbursement (at cost)
for salaries, salary-related
expenses and other out-of-
pocket expenses 54,197 21,821 49,110
-------- ---------------- ---------
75,704 43,194 53,358
======== ================ ================
10<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Landings Shopping Center
During 1995, the JMB/ Landings venture (the "venture")
negotiated a three-year lease renewal (through May 31, 1998)
with a tenant occupying 9,211 square feet (approximately 10%) of
the owned leasable space at the Landings Shopping Center. In
July 1995, this tenant's parent company filed for Chapter 11
bankruptcy protection. In January 1996, this tenant vacated its
space, at which time it was approximately $27,000 in arrears
with respect to its lease obligations. The venture is pursuing
its legal remedies concerning these arrearages, however
collection of all or any of these past-due amounts is doubtful.
The venture is pursuing potential replacement tenants for this
space. Occupancy at the property decreased to 82% at March 31,
1996, from 95% at December 31, 1995 primarily as a result of the
aforementioned tenant vacating. The parent company of another
tenant (occupying approximately 12% of the owned leasable space
at the property) filed for Chapter 11 bankruptcy protection in
March 1996. Although this tenant continues to operate at this
location, approximately $48,000 in delinquent rents are due as
of the date of this report. The venture is pursuing its legal
remedies concerning these arrearages. In addition, tenant
leases representing approximately 10%, 22% and 25% of the
leasable space at the property are scheduled to expire in 1996,
1997 and 1998, respectively, not all of which are expected to be
renewed. The JMB/Landings joint venture is conserving its
working capital in order to fund budgeted 1996 capital and
tenant costs of approximately $100,000 and for potential future
costs in connection with the lease up of the vacant space at The
Landings Shopping Center.
Ashby Apartments
The Ashby at McLean investment property is 97% occupied at
March 31, 1996. Two apartment complexes (one to contain 624
units, the other 594 units) are being developed in the Ashby
submarket. These new properties are expected to compete
directly with The Ashby upon their projected completion and
occupancy in the late 1996, which could adversely affect future
cash flow. The CIP/Ashby joint venture is conserving its
working capital in order to fund budgeted 1996 capital costs of
approximately $500,000.
Carson Industrial Park
At the Carson Industrial Park, tenant leases representing
approximately 18%, 8% and 24% of the property's leasable space
are due to expire in 1996, 1997 and 1998 respectively. Not all
of these leases are expected to renew.
11<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Costa Mesa Industrial Park
At the Costa Mesa Industrial Park, occupancy decreased to
69% at March 31, 1996, from 100% at December 31, 1995 as a
result of a tenant who converted its Chapter 11 bankruptcy to
Chapter 7 bankruptcy in late December 1995 and vacated its space
in January 1996, at which time this tenant was approximately
$75,000 in arrears with respect to its modified lease
obligation. Although such amounts have been reserved for in the
accompanying financial statements, the Partnership is pursuing
its legal remedies concerning these arrearages; however,
collection of all or any of these past-due amounts is doubtful.
The Partnership is currently pursuing a potential replacement
tenant for this space. Tenant leases representing approximately
33% and 37% of the property's leasable space are due to expire
in 1997 and 1998, respectively. There can be no assurance that
these tenant leases will be renewed.
Riverview Shopping Center
At the Riverview Shopping Center, occupancy remained at 99%,
but tenant leases for 13% of the property's leasable space
expire in 1997, not all which are expected to renew.
Unconsolidated Ventures - Summary Information
Summary income statement information for JMB/Landings and
CIP/Ashby for the three months ended March 31, 1996 and 1995 is
as follows:
1996 1995
------------
----------
Total income . . . . . . 1,110,997 1,152,476
=========== ===========
Operating earnings . . . 329,328 442,067
=========== ===========
Partnership's share of
earnings. . . . . . . . 122,022 165,910
=========== ===========
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, 1996 and for the three
months ended March 31, 1996 and 1995.
12<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.
In an effort to reduce Partnership operating expenses, the
Partnership elected to make semiannual rather than quarterly
distributions of available operating cash flow beginning in
November 1995. After reviewing the Partnership's properties and
their competitive marketplace, the General Partners of the
Partnership expect to be able to liquidate these assets as
quickly as practicable. Therefore, the affairs of the
Partnership are expected to be wound up no later than 1999
(sooner if the properties are sold in the nearer term), barring
any unforeseen economic developments.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at March 31, 1996
as compared to December 31, 1995 is due primarily to the
Partnership's election to make semiannual (in May and November)
rather than quarterly distributions of operating cash flow.
The decrease in rents and other receivables (net of
allowance for doubtful accounts) at March 31, 1996 as compared
to December 31, 1995 is attributable primarily to a decrease in
real estate tax recoveries due from tenants at the Riverview
Plaza Shopping Center at March 31, 1996, as a result of the
timing of tenants' payments of such recoveries.
The decrease in unearned rents at March 31, 1996 as compared
December 31, 1995 is attributed primarily to the timing of
rental collections at the Carson Industrial Park, the Rancho
Franciscan Apartments and the Riverview Plaza Shopping Center.
The decrease in accrued real estate taxes at March 31, 1996
as compared to December 31, 1995 is attributable primarily to
the timing of real estate tax payments based upon the due dates
in the jurisdictions in which the properties operate.
The decrease in depreciation expense for the three months
ended March 31, 1996 as compared to the three months ended March
31, 1995 is attributable primarily to the provisions for value
impairment totaling $13,400,000 recorded at September 30, 1995
on certain of the Partnership's investment properties, due to
the uncertainty relating to the Partnership's ability to recover
the net carrying values of those properties.
13<PAGE>
The increase in property operating expenses for the three
months ended March 31, 1996 as compared to the three months
ended March 31, 1995 is due primarily to an increase in the
provision for doubtful accounts at the Sunrise Town Center and
an increase in real estate tax expense at the Carson Industrial
Park in 1996, which resulted primarily from prior years' real
estate tax refunds recognized during the three months ended
March 31, 1995.
The increase in general and administrative expenses for the
three months ended March 31, 1996, as compared to the three
months ended March 31, 1995 is attributable primarily to the
timing of the recognition of costs for certain outsourcing
services, the 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 decrease in Partnership's share of operations of
unconsolidated ventures for the three months ended March 31,
1996 as compared to the three months ended March 31, 1995 is due
to a decrease in the operations of JMB/Landings, which resulted
primarily from a decrease in occupancy and a corresponding
decrease in rental income at the Landings Shopping Center and a
decrease in the operations of CIP/Ashby, which resulted
primarily from an increase in utilities and repairs and
maintenance expenses at the Ashby at McLean Apartments.
14<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The following is a listing of approximate occupancy levels by quarter for the Partnership's
investment properties:
<CAPTION> 1995 1996
-------------------- --------------------
at at at at at at at at
-------------------- --------------------
3/31 6/30 9/3012/31 3/316/30 9/30 12/31
---- ---- ---- ---- -------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Riverview Plaza
Shopping Center
Chicago, Illinois. . . . . . . . . . . . 97% 97% 97% 99% 99%
2. The Landings
Shopping Center
Sarasota, Florida. . . . . . . . . . . . 93% 91% 88% 95% 82%
3. Carson Industrial Park
Carson, California . . . . . . . . . . . 94% 94% 91% 94% 95%
4. Costa Mesa,
Industrial Park
Costa Mesa, California . . . . . . . . . 100% 100% 100% 100% 69%
5. Rancho Franciscan
Apartments
Santa Barbara, California. . . . . . . . 97% 95% 96% 97% 97%
6. Sunrise Town Center
Sunrise, Florida . . . . . . . . . . . . 91% 95% 90% 85% 83%
7. The Ashby at
McLean Apartments
McLean, Virginia . . . . . . . . . . . . 97% 97% 98% 96% 97%
15<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of this
report:
(1) Financial Statements (See Index to Financial
Statements filed with this annual report).
(2) Exhibits.
3. Amended and Restated Agreement of Limited
Partnership is hereby incorporated by
reference to Exhibit A of the Partnership's
Prospectus contained in the Partnership's
Post-Effective Amendment No. 1 to Form S-11
(File No. 33-5309) Registration Statement
dated December 8, 1987.
4. Assignment Agreement is hereby incorporated
by reference to Exhibit B of the
Partnership's Prospectus contained in the
Partnership's Post- Effective Amendment No. 1
to Form S-11 (Form No.33-5309) Registration
Statement dated December 8, 1987.
10.1. Form of Escrow Deposit Agreement is hereby
incorporated by reference to Exhibit 10.1 of
the Partnership's Amendment No. 3 to Form S-
11 (File No. 33-5309) Registration Statement
dated November 21, 1986.
10.1A. Form of Amendment to Escrow Deposit Agreement
is hereby incorporated by reference to
Exhibit 10.1A of the Partnership's Post-
Effective Amendment No. 4 to Form S-11 (File
No. 33-5309) Registration Statement dated
October 28, 1987.
10.2. Agreement dated August 11, 1987 between JMB
Securities Corporation and SDK Industrial
Parks (included are all exhibits pursuant
thereto) is hereby incorporated by reference
to Exhibit 10.2 of the Partnership's Post-
Effective Amendment No. 2 to Form S-11 (File
No. 33-5309) Registration Statement dated
August 17, 1987.
16<PAGE>
10.3. Agreement for Operation and Management
Shopping Center dated August 11, 1987 between
the Partnership and Draper and Kramer
Incorporated is hereby incorporated by
reference to Exhibit D of Exhibit 10.2 of the
Partnership's Post-Effective Amendment No. 2
to Form S-11 (File No. 33-5309) Registration
Statement dated August 17, 1987.
10.4* Agreement dated as of January 24, 1990, by
and between McLean Associates Limited
Partnership and a partnership to be formed
that will be supervised or advised by an
affiliate of JMB Realty Corporation relating
to The Ashby at McLean Apartments.
10.5* Agreement of Partnership of CIP/Ashby
Partners dated January 30, 1990, by and
between Carlyle Income Plus, Ltd. and Carlyle
Income Plus, L.P.-II.
10.6* Assumption Agreement dated as of February 21,
1990, by and between McLean Associates
Limited Partnership and CIP/Ashby Partners.
27. Financial Data Schedule
(b) No Reports on Form 8-K have been filed since the
beginning of the last quarter of the period covered by this
report.
- -------------
* Previously filed as Exhibits 10.4-10.6 to the
Partnership's Report on Form 10-K of the Securities Exchange Act
of 1934 (File No. 000-16975) filed on March 28, 1989 and hereby
incorporated herein by reference.
17<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities 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, LTD.
By: JMB Realty Corporation
Corporate General Partner
By: Gailen J. Hull, Senior Vice President
Date: May 10, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
GAILEN J. HULL,
Principal Accounting Officer
Date: May 10, 1996
18<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000792978
<NAME> CARLYLE INCOME PLUS, LTD.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> $ 3,715,110
<SECURITIES> 0
<RECEIVABLES> 850,072
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,584,881
<PP&E> 45,703,528
<DEPRECIATION> 10,261,814
<TOTAL-ASSETS> 50,157,756
<CURRENT-LIABILITIES> 1,026,898
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 48,935,225
<TOTAL-LIABILITY-AND-EQUITY> 50,157,756
<SALES> 1,670,910
<TOTAL-REVENUES> 1,724,257
<CGS> 0
<TOTAL-COSTS> 1,002,736
<OTHER-EXPENSES> 132,748
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 588,773
<INCOME-TAX> 0
<INCOME-CONTINUING> 710,795
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 710,795
<EPS-PRIMARY> 7.60
<EPS-DILUTED> 7.60
</TABLE>
