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-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, 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 Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
For the quarter Commission file
ended March 31, 1998 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 .
----- -----
<PAGE>
TABLE OF CONTENTS
Page
PART FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . 16
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . 18
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 1,326,107 6,453,795
Interest, rents and other receivables . . . . . . . . . . 24,630 84,299
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . -- 33,945
----------- -----------
Total current assets. . . . . . . . . . . . . . . 1,350,737 6,572,039
----------- -----------
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
MARCH 31, DECEMBER 31,
1998 1997
---------- ----------
Investment in unconsolidated venture, at
equity . . . . . . . . . . . . . . . . . . . . . . . . . . 330,343 5,424,939
----------- -----------
$ 1,681,080 11,996,978
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . .$ 53,605 85,706
Amounts due to affiliates . . . . . . . . . . . . . . . . 26,814 28,188
---------- -----------
Total current liabilities . . . . . . . . . . . . 80,419 113,894
---------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . 25,000 25,000
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
MARCH 31, DECEMBER 31,
1997 1997
---------- -----------
Cumulative net earnings . . . . . . . . . . . . . . . . 1,988,358 1,987,742
Cumulative cash distributions . . . . . . . . . . . . . (2,055,443) (1,985,331)
---------- -----------
(42,085) 27,411
---------- -----------
Limited partners (88,808.058 Interests):
Capital contributions, net of offering costs. . . . . . 77,762,167 77,762,167
Cumulative net earnings . . . . . . . . . . . . . . . . 12,791,759 12,791,759
Cumulative cash distributions . . . . . . . . . . . . . (88,911,180) (78,698,253)
---------- -----------
1,642,746 11,855,673
---------- -----------
Total partners' capital accounts. . . . . . . . . 1,600,661 11,883,084
---------- -----------
$ 1,681,080 11,996,978
========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
<PAGE>
<TABLE> CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- ----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . $ -- 659,408
Interest income . . . . . . . . . . . . . . . . . . 122,951 212,160
----------- -----------
122,951 871,568
----------- -----------
Expenses:
Property operating expenses . . . . . . . . . . . . -- 285,770
Professional services . . . . . . . . . . . . . . . 54,854 42,270
Amortization of deferred expenses . . . . . . . . . -- 5,022
General and administrative. . . . . . . . . . . . . 72,885 62,480
Provision for value impairment. . . . . . . . . . . -- 2,800,000
----------- -----------
127,739 3,195,542
----------- -----------
(4,788) (2,323,974)
Partnership's share of operations
of unconsolidated ventures . . . . . . . . . . . . . 5,404 88,601
----------- -----------
Earnings (loss)before gains on sales
of investment properties . . . . . . . . 616 (2,235,373)
Gains on sales of investment properties . . . . . . . -- 1,800,831
----------- -----------
Net earnings (loss). . . . . . . . . . . . $ 616 (434,542)
=========== ===========
Net earnings (loss) per limited partnership
interest:<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
Earnings (loss) before gains on sales
of investment properties. . . . . . . . . $ -- (23.91)
Gains on sales of investment
properties. . . . . . . . . . . . . . . . -- 19.02
----------- -----------
Net earnings (loss) . . . . . . . . . . . $ -- (4.89)
=========== ===========
Cash distributions per limited
partnership interest. . . . . . . . . . . $ 115.00 140.00
=========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
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) . . . . . . . . . . . . . . . . . . . . . . $ 616 (434,542)
Items not requiring (providing) cash or
cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . -- 5,022
Provision for value impairment. . . . . . . . . . . . . . . . -- 2,800,000
Partnership's share of operations of
unconsolidated ventures, net of distributions. . . . . . . . (5,404) (88,601)
Gains on sales of investment properties . . . . . . . . . . . -- (1,800,831)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . 93,614 36,040
Accrued rents receivable. . . . . . . . . . . . . . . . . . . -- 9,175
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . (32,101) (262,098)
Amounts due to affiliates . . . . . . . . . . . . . . . . . . (1,374) (7,489)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . -- (21,276)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . -- 78,634
Tenant security deposits. . . . . . . . . . . . . . . . . . . -- (67,061)
---------- ----------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . . . . . 55,351 246,973
---------- ---------- <PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
---------- ----------
Cash flows from investing activities:
Proceeds from sales of investment properties,
net of closing costs . . . . . . . . . . . . . . . . . . . . -- 12,351,581
Additions to investment properties. . . . . . . . . . . . . . -- (11,729)
Payment of deferred expenses. . . . . . . . . . . . . . . . . -- (2,239)
Partnership's distributions from unconsolidated
venture. . . . . . . . . . . . . . . . . . . . . . . . . . 5,100,000 --
---------- ----------
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . . . . . . . . 5,100,000 12,337,613
---------- ----------
Cash flows from financing activities:
Distributions to limited partners . . . . . . . . . . . . . . (10,212,927) (12,433,128)
Distributions to general partners . . . . . . . . . . . . . . (70,112) --
---------- ----------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . . . . . (10,283,039) (12,433,128)
---------- ----------
Net increase (decrease) in cash and cash
equivalents. . . . . . . . . . . . . . . . . . . . . (5,127,688) 151,458
Cash and cash equivalents, beginning of year. . . . . 6,453,795 14,972,580
---------- ----------
Cash and cash equivalents, end of period. . . . . . . $ 1,326,107 15,124,038
========== ==========
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
---------- ----------
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.<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO 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.
<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, 1998 and for the three months ended
March 31, 1998 and 1997 are as follows:
UNPAID AT
MARCH 31,
1998 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Property
management
and leasing fees -- 11,749 --
Reimbursement
(at cost) for
salaries, salary-
related expenses
and other out-of-
pocket expenses 16,069 11,294 26,814
-------- -------- --------
16,069 23,043 26,814
======== ======== ========
<FN>
All such amounts payable to the General Partners and their affiliates do not bear interest
and are expected to be paid in future periods.
/TABLE
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
INVESTMENT PROPERTIES
Riverview Plaza Shopping Center
The Partnership sold the land and related improvements of
the Riverview Plaza shopping center in December, 1996.
In connection with the sale of this property, as is
customary in such transactions, the Partnership agreed to
certain representations and warranties, with a stipulated
survival period which expired, with no liability to the
Partnership, on December 31, 1997.
Carson and Costa Mesa Industrial Parks
The Partnership sold the land and related improvements of
the Costa Mesa Industrial Park in March 1997 for a sale price of
$4,456,000. The sale price was paid in cash at closing (net of
selling costs and prorations) and resulted in a gain of
approximately $1,234,000 (primarily as a result of a $3,400,000
value impairment provision recorded by the Partnership in 1995)
for financial reporting purposes and a loss of approximately
$2,139,000 for Federal income tax purposes in 1997.
In connection with the sale of this property, as is
customary in such transactions, the Partnership agreed to
certain representations and warranties, which expired, with no
liability to the Partnership, in early September 1997.
The Partnership sold the land and related improvements of
the Carson Industrial Park in August 1997 for a sale price of
$7,200,000. The sale price was paid in cash at closing (net of
selling costs and prorations) and resulted in a gain of
approximately $1,760,000 for financial reporting purposes
(primarily as a result of a $4,300,000 value impairment
provision recorded by the Partnership in 1995), and a loss of
approximately $2,473,000 for Federal income tax purposes in
1997.
In connection with the sale of this property, as is
customary in such transactions, the Partnership agreed to
certain representations and warranties, which expired, with no
liability to the Partnership, on December 15, 1997.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Rancho Franciscan Apartments
The Partnership sold the land and related improvements of
the Rancho Franciscan Apartments in January 1997. The sale
price was $8,302,200 and was paid in cash at closing (net of
selling costs and prorations). The Partnership recognized a
gain of approximately $566,000 for financial reporting purposes
(primarily as a result of a $1,400,000 value impairment
provision recorded by the Partnership in 1995) and a loss of
approximately $726,000 for Federal income tax purposes in 1997.
In connection with the sale of this property, as is
customary in such transactions, the Partnership agreed to
certain representations and warranties, which expired, with no
liability to the Partnership, on December 15, 1997.
Sunrise Town Center
The Partnership sold the land and related improvements of
the Sunrise Town Center in December 1997 for a sale price of
$4,100,000. The Partnership received the sale price in cash at
closing, net of selling costs and prorations. The sale resulted
in no significant gain or loss to the Partnership for financial
reporting purposes, primarily as a result of value impairment
provisions totaling $9,250,000 recorded by the Partnership in
1995, 1996 and 1997. In addition, the Partnership recognized a
loss on sale of approximately $8,900,000 for Federal income tax
purposes in 1997.
In connection with the sale of this property, as is
customary in such transactions, the Partnership agreed to
certain representations and warranties, with a stipulated
survival period which expires in mid-September, 1998. Although
it is not expected, the Partnership may ultimately have some
liability under such representations and warranties, which is
not to exceed $100,000.
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<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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).
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
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:
1998 1997
------------ -------------
Total income. . . . . . . . . 14,690 231,372
=========== ===========
Operating earnings. . . . . . 10,808 173,636
=========== ===========
Partnership's share of
earnings . . . . . . . . . . 5,404 86,818
=========== ===========
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.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership had cash and cash equivalents of
approximately $1,326,000 at March 31, 1998, which funds
(together with amounts received from the Partnership's
unconsolidated venture, JMB/Landings) are available to pay for
the Partnership's remaining expenses and liabilities, with any
remaining amounts expected to be distributed to the Limited and
General Partners, pursuant to the Partnership Agreement, upon
the expected liquidation of the Partnership in late 1998.
Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of 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 $300 and $420 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 during 1997 other
unaffiliated third parties made unsolicited tender offers to
some of the Holders of Interests. These offers sought to
purchase up to 4.9% of the Interests in the Partnership at
prices ranging from $135 to $250 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 3.27% of the
outstanding Interests have been purchased by all such
unaffiliated third parties either pursuant to such tender offers
or through negotiated purchases. As the Partnership is
currently winding up its affairs and expects to make a final
liquidating distribution in late 1998, it is unlikely that any
further tender offers will be made for Interests.
<PAGE>
The Partnership currently expects to conduct an orderly
liquidation of its remaining assets and wind up its affairs not
later than December 31, 1998, barring unforeseen economic
developments. In this regard, the Partnership expects to make
its final distributions after the expiration of the survival
period related to the Sunrise Town Center, as described above.
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 10,213,000 ($115 per Interest)
made to the Limited Partners in February 1998, which included
$100 per Interest from the proceeds of the December 1997 sale of
the Sunrise Town Center and distributions received from
JMB/Landings relating to the December 1997 sale of the Landings
Shopping Center and $15 per Interest from Partnership
operational cash flow and reserves, including those from
offering proceeds. The Partnership also paid a distribution of
$70,112 to the General Partners, which represented their share
of Partnership operational cash flow and reserves, including
those from offering proceeds. The General Partners will not
receive their share of any distributions of proceeds from the
sales, as the subordination requirements of the Partnership
Agreement for the retention of sales proceeds by the General
Partners will not be met.
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 rental income and property operating
expenses for the three months ended March 31, 1998 as compared
to the three months ended March 31, 1997 is due primarily to the
1997 sales of the Rancho Franciscan Apartments, the Costa Mesa
and Carson Industrial Parks and the Sunrise Town Center Shopping
Center.
The decrease in interest income for the three months ended
March 31, 1998 as compared to the three months ended March 31,
1997 is due primarily to interest earned during the three months
ended March 31, 1997 on the proceeds of the December 1996 sale
of the Riverview Plaza Shopping Center and the first-quarter
1997 sales of the Rancho Franciscan Apartments and the Costa
Mesa Industrial Park.
A provision for value impairment of $2,800,000 was recorded
at March 31, 1997 for the Sunrise Town Center investment
property due to the uncertainty relating to the Partnership's
ability to recover the net carrying value of this property
through future operations and sale.
The decrease in Partnership's share of operations of
unconsolidated ventures 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.
Gains on sales of investment properties for the three months
ended March 31, 1997 resulted from the first-quarter 1997 sales
of the Rancho Franciscan Apartments and the Costa Mesa
Industrial Park.
<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:
3.1. 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.
3.2. The Prospectus of the Partnership dated December 8,
1986 is hereby incorporated by reference to the
Partnership's Post-Effective Amendment No. 1 to Form
S-11 (File No. 33-5309) Registration Statement dated
December 8, 1987.
3.3 Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates,
L.P. (a successor Associate General Partner of the
Partnership) and JMB Realty Corporation as of
December 31, 1995 is incorporated herein by reference
to the Partnership's report for June 30, 1996 on Form
10-Q (File No. 000-16975) dated August 8, 1996.
4. Assignment Agreement is hereby incorporated by
reference to Exhibit B of the Partnership's Prospec-
tus 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 Real Property Purchase Agreement between Carlyle
Income Plus, Ltd. and PEBB Enterprises Sunrise Town
Center Ltd., dated November 17, 1997 relating to the
sale by the Partnership of the Sunrise Town Center is
hereby incorporated herein by reference to the
Partnership's report for December 16, 1997 on Form 8-
K (File No. 000-16975) dated December 29, 1997.
<PAGE>
10.2 Real Property Purchase Agreement between JMB/Landings
Associates and Inland Real Estate Acquisitions, Inc.
dated November 25, 1997 relating to the sale by
JMB/Landings Associates 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. 000-16975) dated January 12, 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 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 13, 1998
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 13, 1998
<PAGE>
<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, 1998
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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,326,107
<SECURITIES> 0
<RECEIVABLES> 24,630
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,350,737
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,681,080
<CURRENT-LIABILITIES> 80,419
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,600,661
<TOTAL-LIABILITY-AND-EQUITY> 1,681,080
<SALES> 0
<TOTAL-REVENUES> 122,951
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 127,739
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,788)
<INCOME-TAX> 0
<INCOME-CONTINUING> 616
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 616
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
