Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: CARLYLE INCOME PLUS, LTD. - II
Commission File No. 0-17705
Form 10-Q
Gentlemen:
Transmitted, for the above-captioned registrant, is the
electronically filed executed copy of registrant's current
report on Form 10-Q for the 2nd quarter June 30, 1997.
Thank you.
Very truly yours,
CARLYLE INCOME PLUS, LTD. - II
By: JMB Realty Corporation
Corporate General Partner
By:
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
GJH/jt
Enclosures
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended June 30, 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
____ _____ <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 . . . . . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . 20
Item 6. Exhibits and Reports on Form 8-K. . . . . . . 21
<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
JUNE 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
A s s e t s
--------------
<CAPTION>
June 30, December 31,
1997 1996
<S> --------- ------------
Current assets: <C> <C>
Cash and cash equivalents . . . . . . .$ 3,758,309 3,933,927
Interest, rents and other receivables. . 18,148 25,348
---------- ----------
Total current assets . . . . . . . . . 3,776,457 3,959,275
---------- ----------
Investment in unconsolidated affiliated
corporation, at equity . . . . . . . . 20,489,463 20,418,337
Investment in unconsolidated
venture, at equity . . . . . . . . . . 4,273,073 4,133,922
---------- ----------
$ 28,538,993 28,511,534
========== ==========
<PAGE>
CARLYLE INCOME PLUS, LP - II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
--------------------------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . $ 14,060 71,858
Amounts due to affiliates . . . . . . 20,806 5,388
---------- ----------
Total current liabilities. . . . . . 34,866 77,246
---------- ----------
Commitments and contingencies
Total liabilities. . . . . . . . 34,866 77,246
---------- ----------
Venture partner's subordinated equity
in venture . . . . . . . . . . . . . . 43,840 41,910
Partners' capital accounts
(deficits): <PAGE>
CARLYLE INCOME PLUS, LP - II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
General partners:
Capital contributions. . . . . . . . . 25,000 25,000
Cumulative net earnings (losses) . . . 497,228 443,106
Cumulative cash distributions. . . . . (960,458) (906,336)
--------- ---------
(438,230) (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 (losses) . . . 10,031,266 8,935,045
Cumulative cash distributions. . . . .(36,388,880) (35,360,568)
---------- ----------
28,898,517 28,830,608
---------- ----------
Total partners' capital accounts . 28,460,287 28,392,378
---------- ----------
$ 28,538,993 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 AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
-------- --------- ------- --------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . $ -- 830,524 -- 1,663,310
Interest income . . . .48,292 56,858 97,678 122,898
------- ------- ------- -------
48,292 887,382 97,678 1,786,208
------- ------- ------- -------
Expenses:
Depreciation. . . . . . -- -- -- 145,870
Property operating
expenses . . . . . . . -- 375,834 -- 846,587
Professional services .28,110 22,366 55,258 50,366
General and
administrative . . . .35,793 60,964 80,104 139,317
-------- ------- -------- -------
63,903 459,164 135,362 1,182,140
-------- ------- -------- -------
Operating earnings
(loss) . . . . . . . .(15,611) 428,218 (37,684) 604,068<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
Partnership's share of
operations of
unconsolidated
affiliated
corporation . . . . . 518,872 344,808 1,050,806 611,680
Partnership's share of
operations of
unconsolidated venture 52,333 56,493 139,151 108,942
Venture partner's
share of venture's
operations. . . . . . . (147) (144,885) (1,930) (214,458)
------- -------- --------- --------
Net earnings (loss) $555,447 684,634 1,150,343 1,110,232
======= ======== ========== =========
Net earnings (loss)
per limited
partnership
interest . . . . .$ 8.27 10.12 17.06 16.41
======= ======== ========= =========
Cash distributions
per limited
partnership
interest . . . . . .$ 16.00 16.00 16.00 16.00
======= ======== ========= =========
<FN>
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
-------- ------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . $ 1,150,343 1,110,232
Items not requiring (providing)
cash or cash equivalents:
Depreciation. . . . . . . . . . -- 145,870
Partnership's share of operations
of unconsolidated affiliated corporation,
net of dividends . . . . . . . (1,050,806) 498,463
Partnership's share of operations of
unconsolidated venture, net of
distributions. . . . . . . . . (139,151) (108,942)
Venture partner's share of
venture's operations . . . . . 1,930 214,458
Changes in:
Interest, rents and
other receivables. . . . . . . 7,200 (26,046)
Accounts payable. . . . . . . . (57,798) 98,393
Amounts due to affiliates . . . 15,418 (3,415)
Accrued real estate taxes . . . -- 122,575 <PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------- -------
Tenant security deposits. . . . -- (2,739)
---------- ----------
Net cash provided by (used in)
operating activities . . . . . (72,864) 2,048,849
---------- ----------
Cash flows from investing activities:
Additions to investment properties -- (21,067)
Partnership's distributions from
unconsolidated corporation . . 979,680 --
---------- ----------
Net cash provided by (used in) investing
activities . . . . . . . . . . 979,680 (21,067)
---------- ----------
Cash flows from financing activities:
Distributions to limited partners (1,028,312) (1,028,312)
Distributions to general
partners . . . . . . . . . . . (54,122) (54,122)
---------- ----------
Net cash provided by (used in) financing
activities . . . . . . . . . . (1,082,434) (1,082,434)
---------- ----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . (175,618) 945,348
Cash and cash equivalents,
beginning of year. . . . . . . 3,933,927 3,606,715
--------- ----------
<PAGE>
CARLYLE INCOME PLUS, L.P.-II
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Cash and cash equivalents,
end of period. . . . . . . . . $ 3,758,309 4,552,063
======== =========
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
June 30, 1997 and 1996
(Unaudited)
GENERAL
Readers of this quarterly report should refer to the
Partnership's audited financial statements for the fiscal 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
$1,189,957, and $720,622, respectively, of the Partnership's
share of total operations of $2,691,728 and $1,622,754 for the
six months ended June 30, 1997 and 1996 of unconsolidated
properties held for sale or disposition.
During the second quarter of 1997, Statements of Financial
Accounting Standards No. 128 ("Earnings per Share") and No. 129
("Disclosure of Information about Capital Structure") were
issued. As the Partnership's capital structure only has general
and limited partnership interests, the Partnership does not
expect any significant impact on its consolidated financial <PAGE>
statements upon adoption of these standards when required at the
end of 1997.
Certain amounts in 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. Fees, commissions
and other expenses required to be paid by the Partnership to the
General Partners and their affiliates as of June 30, 1997 and
for the six months ended June 30, 1997 and 1996 were as follows:
Unpaid at
June 30,
1997 1996 1997
-------- ------ -------
Insurance commissions. . . . . $ 3,958 3,262 --
Reimbursement (at cost) for
salary and salary-related
expenses related to the
on-site and other costs
for the Partnership and
its investment properties . . 13,666 11,264 20,806
------- ------ ------
$ 17,624 14,526 20,806
====== ====== ======
All such amounts payable to the General Partners and their
affiliates do not bear interest and are expected to be paid in
future periods.
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 the 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 not be<PAGE>
CARLYLE INCOME PLUS, L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
liquidated until 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 remained 100% occupied at June 30, 1997.
Subsequent to June 30, 1997, a tenant, which occupied
approximately 9,900 square feet (5% of the property's leasable
space) and whose lease is scheduled to expire in June 2002,
vacated its space. The tenant, which is current in its monthly
lease obligations as of the date of this report, is currently
negotiating a possible sublease with Ernst & Young, the
principal tenant which occupies approximately 80% of the
property's leasable space. There can be no assurance, however,
that such negotiations will result in a sublease agreement
between the vacated tenant and Ernst & Young.
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, is not 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 decreased to 55% at June 30,
1997, from 60% at March 31, 1997, as a result of the vacating of
two tenants which occupied approximately 5,350 square feet at
the property. Although there have been delays in the lease-up
of vacant space, the JMB/Landings joint venture ("JMB/Landings")
continues to actively pursue replacement tenants. In such<PAGE>
CARLYLE INCOME PLUS, L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
regard, lease agreements were executed with two tenants to
occupy a total of 24,420 square feet(approximately 26% of
JMB/Landings' owned net rentable area at the property). These
two tenants, one leasing 20,410 square feet and the other
leasing 4,010 square feet, are expected to occupy their space in
late summer of 1997. 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
7%, 16% and 10% of the leasable space at the property are
scheduled to expire during the remainder of 1997, and in 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 $150,000 and for potential future costs in
connection with the lease-up of the remaining vacant space at
the property, of which approximately $50,000 has been incurred
as of the date of this report. 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 $19,548 and $22,154 for the six
months ended June 30, 1997 and 1996, respectively.<PAGE>
<TABLE>
CARLYLE INCOME PLUS, L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
UNCONSOLIDATED INVESTMENTS - SUMMARY INFORMATION
JMB/LANDINGS
Summary income statement information for JMB/Landings Associates for the six
months ended June 30, 1997 and 1996 is as follows:
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Total income. . . . . . .$ 459,714 579,910
========= =========
Operating earnings. . . .$ 278,302 217,884
========= =========
Partnership's share
of earnings . . . . . . .$ 139,151 108,942
========= =========
<PAGE>
CARLYLE INCOME PLUS, L.P. - II
( A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
(Unaudited)
1225 CONNECTICUT AVENUE, N.W.
Summary income statement information for 1225 Investment Corporation for the six months ended
June 30, 1997 and 1996 is as follows:
1997 1996
--------- ---------
Total income. . . . . .$ 3,898,000 3,602,747
========= =========
Operating earnings. . .$ 2,413,426 1,404,870
========= =========
Partnership's share of
earnings . . . . . . .$ 1,050,806 611,680
========= =========
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 June 30, 1997 and for the three and six months ended June 30, 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 March and 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 $320 per Interest.
These offers expired in April and July 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 3.34% of the outstanding Interests have been
purchased in 1996 and 1997 by such unaffiliated third parties
either pursuant to such tender offers or through negotiated
purchases.
<PAGE>
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 the
remaining two investment properties as quickly as practicable.
Therefore, the affairs of the Partnership are expected to be
wound up no later than the end of 1999 and perhaps in the 1997-
1998 time frame, barring any unforeseen economic developments.
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 be less than 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 decrease in cash and cash equivalents at June 30, 1997
as compared to December 31, 1996 is attributable primarily to
the Partnership's operating cash flow distribution of
approximately $1,082,000 in May 1997 ($54,122 of which was the
General Partners' share). This decrease was substantially
offset by the Partnership's receipt of approximately $980,000 of
dividends from 1225 Investment Corporation in 1997.
The decrease in accounts payable at June 30, 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 decreases in rental income, property operating expenses
and venture partner's share of venture's operations for the
three and six months ended June 30, 1997 as compared to the
three and six months ended June 30,1996, and the decrease in
depreciation expense for the six months ended June 30, 1997 as
compared to the six months ended June 30, 1996 (the property was
classified as held for sale as of April 1, 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 and six months ended June 30, 1997 as compared to the
three and six months ended June 30, 1996 is attributable<PAGE>
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 and six
months ended June 30, 1997 as compared to the three and six
months ended June 30, 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.
The increase in Partnership's share of operations of
unconsolidated venture for the six months ended June 30, 1997 as
compared to the six months ended June 30, 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. Such
increase was substantially offset for the three months ended
June 30, 1997 by a decrease in rental income at the property in
1997, primarily as a result of a decrease in occupancy in 1997.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
<CAPTION>
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's
investment properties:
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% 55%
2. 1225 Connecticut Avenue
Washington, D.C. . 100% 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.
<PAGE>
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company 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: August 8, 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: August 8, 1997<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE
30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000827086
<NAME> CARLYLE INCOME PLUS, L.P. - II
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,758,309
<SECURITIES> 0
<RECEIVABLES> 18,148
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,776,457
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,538,993
<CURRENT-LIABILITIES> 34,866
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 28,460,287
<TOTAL-LIABILITY-AND-EQUITY> 28,538,993
<SALES> 0
<TOTAL-REVENUES> 97,678
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 135,362
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (37,684)
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,150,343
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,150,343
<EPS-PRIMARY> 17.06
<EPS-DILUTED> 17.06
<PAGE>
</TABLE>
