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
September 30, 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
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter Commission file
ended September 30, 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 offices) (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 I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . $ 1,540,081 6,453,795
Interest, rents and other receivables . . . . . . . . . . . . . . . 5,816 84,299
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 33,945
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . 1,545,897 6,572,039
----------- -----------
Investment in unconsolidated venture, at equity. . . . . . . . . . . . -- 5,424,939
----------- -----------
$ 1,545,897 11,996,978
=========== ==========
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - Continued
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 85,706
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . 11,126 28,188
---------- -----------
Total current liabilities. . . . . . . . . . . . . . . . . . 11,126 113,894
---------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . 2,057,854 1,987,742
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . (2,055,443) (1,985,331)
---------- -----------
27,411 27,411
---------- -----------
Limited partners (88,808.058 interests):
Capital contributions, net of offering costs . . . . . . . . . . . 77,762,167 77,762,167
Cumulative net earnings (losses) . . . . . . . . . . . . . . . . . 12,656,373 12,791,759
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . (88,911,180) (78,698,253)
---------- -----------
1,507,360 11,855,673
---------- -----------
Total partners' capital accounts . . . . . . . . . . . . . . 1,534,771 11,883,084
---------- -----------
$ 1,545,897 11,996,978
========== ===========
<FN>
</TABLE> See accompanying notes to financial statements.
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- --------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Income
Rental income. . . . . . . . . . . . . . . . . . $ -- 389,020 -- 1,546,872
Interest income. . . . . . . . . . . . . . . . . 18,821 89,234 153,528 433,508
Other income . . . . . . . . . . . . . . . . . . 32,357 -- 32,357 --
---------- ---------- ---------- ----------
51,178 478,254 185,885 1,980,380
---------- ---------- ---------- ----------
Expenses:
Property operating expenses. . . . . . . . . . . -- 205,787 -- 796,793
Professional services. . . . . . . . . . . . . . 4,344 -- 88,237 102,511
Amortization of deferred expenses. . . . . . . . -- 4,518 -- 16,185
General and administrative . . . . . . . . . . . 3,332 78,221 166,146 197,211
Provision for value impairment . . . . . . . . . -- 100,000 -- 2,900,000
---------- ---------- ---------- ----------
7,676 388,526 254,383 4,012,700
---------- ---------- ---------- ----------
43,502 89,728 (68,498) (2,032,320)
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS-CONTINUED
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ---------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partnership's share
of operations of unconsolidated
ventures . . . . . . . . . . . -- 56,819 3,224 197,901
---------- ---------- ---------- ----------
Operating earnings(loss) . 43,502 146,547 (65,274) (1,834,419)
Gains on sales of investment
properties. . . . . . . . . . -- 1,759,340 -- 3,560,171
---------- ---------- ---------- ----------
Net earnings (loss) $ 43,502 1,905,887 (65,274) 1,725,752
========== ========== ========== ==========
Net earnings (loss) per
limited partnership interest:
Operating earnings
(loss) . . $ .49 .39 (1.52) (21.08)
Gains on sales of
investment properties -- 21.07 -- 40.09
---------- ---------- ---------- ----------
Net earnings (loss) $ .49 21.46 (1.52) 19.01
========== ========== ========== ==========
Cash distributions
per limited partnership
interest. . . . $ -- -- 115.00 263.00
========== ========== ========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION> 1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . $ (65,274) 1,725,752
Items not requiring (providing) cash or
cash equivalents:
Amortization of deferred expenses . . -- 16,185
Provision for value impairment. . . -- 2,900,000
Partnership's share of operations of
unconsolidated ventures, net of distributions .(3,224) (169,312)
Gains on sales of investment properties .. . -- (3,560,171)
Changes in:
Interest, rents and other receivables . . 78,483 64,108
Prepaid expenses. . . . . . . . . . . . . . 33,945 (4,135)
Accrued rents receivable. . . . . . . . . . -- 12,738
Accounts payable. . . . . . . . . . . . (85,706) (345,409)
Amounts due to affiliates . . . . . . (17,062) 4,133
Unearned rents. . . . . . . . . . . . . -- 6,640
Accrued real estate taxes . . . . . . -- 160,661
Tenant security deposits. . . . . . . . . . -- (163,548)
------------ ------------
Net cash provided by (used in) operating
activities. . . . . . . . . . (58,838) 647,642
------------ ------------
Cash flows from investing activities:
Proceeds from sales of investment properties,
net of closing costs. . . . . . . -- 19,348,551
Additions to investment properties . . . -- (30,709)
Payment of deferred expenses . . . . . . . . -- (30,656)
Partnership's distributions from unconsolidated
venture . . . . . . . . . . . . . . . . . . 5,428,163 --
------------ -----------
Net cash provided by (used in)
investing activities . . . . 5,428,163 19,287,186
</TABLE>
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONCLUDED
1998 1997
------- -------
Cash flows from financing activities:
Distributions to limited partners. (10,212,927) (23,356,519)
Distributions to general partners. . . . . (70,112) (37,393)
----------- -----------
Net cash provided by (used in)
financing activities . . . . (10,283,039) (23,393,912)
----------- -----------
Net increase (decrease) in cash and
cash equivalents . . (4,913,714) (3,459,084)
Cash and cash equivalents, beginning
of year . . . . . . . . . . . . . 6,453,795 14,972,580
----------- -----------
Cash and cash equivalents, end of
period. . . . . . . . . . . . . . $ 1,540,081 11,513,496
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . $ -- --
=========== ===========
Non-cash investing and financing activities . $ -- --
=========== ===========
<FN>
See accompanying notes to financial statements.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997
which are included in the Partnership's 1997 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP requires
the Partnership to make estimates and assumptions that affect the reported or
disclosed amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted to
engage in various transactions involving the Corporate General Partner and
its affiliates including the reimbursement for salaries and salary-related
expenses of its employees, certain of its officers, and other direct expenses
relating to the administration of the Partnership and the operation of the
Partnership's investments. Fees, commissions and other expenses required to
be paid by the Partnership to the General Partners and their affiliates as of
September 30, 1998 and for the nine months ended September 30, 1998 and 1997
were as follows:
UNPAID AT
SEPTEMBER 30,
1998 1997 1998
--------- ------------ -----------
<S> <C> <C> <C>
Property management and
leasing fees $ -- 29,790 --
Insurance commissions -- 8,357 --
Reimbursement (at cost)
for salary and salary-related
expenses related to the on-site
and other costs for the
Partnership and its investment
properties 35,719 33,869 11,126
--------- -------- ---------
$ 35,719 72,016 11,126
========= ======== ========
<FN>
All such amounts payable to the General Partners and their affiliates do
not bear interest and are expected to be paid in 1998.
INVESTMENT PROPERTIES
Riverview Plaza Shopping Center
The Partnership sold the land and related improvements of the Riverview
Plaza shopping center in December, 1996.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
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.
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, with a stipulated survival period which expired, with no
liability to the Partnership, on December 15, 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, with a stipulated survival period 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, with a stipulated survival period 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 expired, with no
liability to the Partnership, in mid-September, 1998.
<PAGE>
CARLYLE INCOME PLUS, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
JMB/Landings
JMB/Landings sold the land and related improvements of the Landings
Shopping Center in December 1997 for a sale price of $9,700,000.
JMB/Landings received the sale price in cash at closing, net of selling costs
and prorations. The sale resulted in a gain of approximately $1,939,000 to
JMB/Landings for financial reporting purposes (of which the Partnership's
share was approximately $970,000), primarily as a result of a value
impairment provision of $3,500,000 (of which the Partnership's share was
$1,750,000) recorded by JMB/Landings in 1995. In addition, JMB/Landings
recognized a loss on sale of approximately $1,448,000 for Federal income tax
purposes in 1997 (of which the Partnership's share was approximately
$724,000).
An affiliate of the General Partners of the Partnership managed the
property for a fee equal to 4% of the property's gross receipts. Such
property management fees for the nine months ended September 30, 1997 were
$29,815.
In connection with the sale of this property, as is customary in such
transactions, JMB/Landings agreed to certain representations and warranties,
with a stipulated survival period which expired, with no liability to
JMB/Landings, in late June, 1998. The remaining funds of the JMB/Landings
venture were distributed to the venture partners in late June, 1998.
Unconsolidated Venture - Summary Information
Summary income statement information for JMB/Landings (which sold its
investment property in December 1997) for the nine months ended September 30,
1998 and 1997 is as follows:
1998 1997
----------- ----------
Total income . . . . . . . . . . . . . . $ 18,812 667,040
=========== ==========
Operating earnings . . . . . . . . . . . $ 9,314 400,526
=========== ==========
Partnership's share of
earnings. . . . . . . . . . . . . . . . $ 3,224 200,263
=========== ==========
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 September 30,
1998 and for the three and nine months ended September 30, 1998 and 1997.
<PAGE>
PART I. OTHER 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 $1,540,000
at September 30, 1998, which funds 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 for Interests will be made.
The Partnership expects to wind up its affairs in late 1998, barring
unforeseen economic developments. However, the Partnership's goal of capital
appreciation will not be achieved. Aggregate sale distributions received by
Holders of Interests over the entire term of the Partnership will be less
than their original investment.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at September 30, 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 from distributions received
in 1998 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 interest, rents and other receivables at September 30,
1998 as compared to December 31, 1997 is due primarily to the collection in
1998 of lump-sum 1997 expense recoveries due from certain tenants at the
Sunrise Town Center Shopping Center.
<PAGE>
The decrease in investment in unconsolidated venture, at equity, at
September 30, 1998 as compared to December 31, 1997 is due primarily to
distributions totaling approximately $5,428,000 received by the Partnership
from the JMB/Landings venture in 1998, a substantial portion of which
represented the Partnership's share of the proceeds from the December 1997
sale of the Landings Shopping Center.
The decrease in rental income and property operating expenses for the
three and nine months ended September 30, 1998 as compared to the three and
nine months ended September 30, 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 and nine months ended
September 30, 1998 as compared to the three and nine months ended September
30, 1997 is due primarily to interest earned in 1997 on the proceeds of the
December 1996 sale of the Riverview Plaza Shopping Center, the first-quarter
1997 sales of the Rancho Franciscan Apartments and the Costa Mesa Industrial
Park and the third-quarter 1997 sale of the Carson Industrial Park.
Other income of $32,357 for the three and nine months ended September 30,
1998, and a portion of the decrease in accounts payable at September 30, 1998
as compared to December 31, 1997, is due the write-off of certain unincurred
estimated selling costs in connection with the December 1997 sale of the
Sunrise Town Center Shopping Center.
Provisions for value impairment totaling $2,900,000 were recorded in
March and September, 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 and nine months ended September 30, 1998 as compared
to the three and nine months ended September 30, 1997 is due primarily to the
December 1997 sale of the Landings Shopping Center.
Gains on sales of investment properties for the three and nine months
ended September 30, 1997 resulted from the first-quarter 1997 sales of the
Rancho Franciscan Apartments and the Costa Mesa Industrial Park and the
third-quarter 1997 sale of the Carson Industrial Park.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS 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 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.
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 Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CARLYLE INCOME PLUS, LTD.
By: JMB Realty Corporation
Corporate General Partner
_________________________
By: Gailen J. Hull
Senior Vice President
Date: November 11, 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: November 11, 1998
<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 SEPTEMBER 30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,540,081
<SECURITIES> 0
<RECEIVABLES> 5,816
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,545,897
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,545,897
<CURRENT-LIABILITIES> 11,126
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,534,771
<TOTAL-LIABILITY-AND-EQUITY> 1,545,897
<SALES> 0
<TOTAL-REVENUES> 185,885
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 254,383
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (68,498)
<INCOME-TAX> 0
<INCOME-CONTINUING> (65,274)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (65,274)
<EPS-PRIMARY> (1.52)
<EPS-DILUTED> (1.52)
</TABLE>
