FORM 8-K



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                CURRENT REPORT



                    Pursuant to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported):  August 26,
1996

                         CARLYLE INCOME PLUS, L.P.-II

            (Exact name of registrant as specified in its charter)



      Illinois                        0-17705               36-3555432  
 (State of organization)             (Commission           (IRS Employer
                                    File Number)          Identification
                                                            Number)     


              900 North Michigan Avenue, Chicago, Illinois  60611
                    (Address of principal executive office)


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

<PAGE>
                        THE ASHBY AT MCLEAN APARTMENTS

                               McLean, Virginia
                                       

Item 2.  Acquisition or Disposition of Assets.  On August 26, 1996,
CIP/Ashby Partners (the "Venture"), an Illinois general partnership
between Carlyle Income Plus, L.P.-II (the "Partnership") and
Carlyle Income Plus, Ltd. (the "Affiliated Partner"), another
partnership sponsored by the General Partners of the Partnership,
sold the land and related improvements known as The Ashby at McLean
Apartments (the "Property"), a 12-story, 250-unit, approximately
272,250-square foot apartment building located on approximately 4.3
acres in McLean, Fairfax County, Virginia.  The Property includes
approximately 27,000 square feet of commercial space and 350
parking spaces.  The purchaser, WRIT Limited Partnership, a
Delaware limited partnership, is not affiliated with the
Partnership or its General Partners and the sale price was
determined by arm's length negotiations.
            Certain restrictions relating to the use of the Property,
imposed by Fairfax County zoning requirements, provide that through
the year 2002 at least 51 residential units are to be leased to
tenants whose household adjusted gross incomes do not exceed
certain amounts based on a schedule devised and periodically
revised by the United States Department of Housing and Urban
Development.
            <PAGE>
    

        The sale price of the land and improvements was
$21,400,000 and was paid in cash at closing (net of selling costs
and prorations).  Residential occupancy at the Property was
approximately 98% and commercial occupancy was approximately 92% at
the date of sale.  The sale resulted in a gain to the Venture of
approximately $3,700,000 (of which the Partnership's share is
approximately $2,553,000) for financial reporting purposes, due
primarily to a $7,572,479 provision for value impairment recorded
by the Venture in 1994 (of which the Partnership's share was
$5,225,011).  Also, the Property was classified as held for sale as
of April 1, 1996 and therefore has not been subject to continued
depreciation as of that date for financial reporting purposes.  In
addition, the Venture expects to report a loss on sale of
approximately $3,475,000 for Federal income tax reporting purposes
in 1996 (of which the Partnership's share will be approximately
$2,398,000).
            The terms of the venture agreement provide generally that
annual cash flow, sale proceeds and tax items are to be distributed
or allocated based on the capital contributions made by each
partner (69% to the Partnership and 31% to the Affiliated Partner). 
The Partnership expects to distribute its 69% share of the net
proceeds from this sale, net of any necessary working capital
reserve, in 1996.
            The Partnership Agreement provides that distributions of
sale proceeds are to be allocated 99% to the Limited Partners and
1% to the General Partners until receipt by the Limited Partners of
an amount equal to their initial contributed capital plus a
stipulated return thereon.  Thereafter, distributions of sale
proceeds are to be allocated to the General Partners until the
General Partners have received distributions in an amount equal to
3% of the gross selling prices of all properties sold, with the
remaining balance to be distributed 85% to the Limited Partners and
15% to the General Partners; provided, however, that such 3% and
15% of sale proceeds distributable to the General Partners are
subordinate to the Limited Partners' receipt of a stipulated return
on their investment.  Since the Limited Partners will not have
received the aforementioned stipulated amounts from the proceeds of
this sale, the General Partners will only be entitled to their 1%
share in the distributions of proceeds from this sale at this time.
Item 7.  Financial Statements and Exhibits
      (a)   Financial Statements.  Not Applicable
      (b)   Pro Forma Financial Information - Narrative.
      As a result of the sale of the Property, beyond August 26,
1996, there will be no further rental and other income,  property
operating expenses, depreciation or venture partner's share of
venture's operations recorded for the Property in the consolidated
financial statements of the Partnership, which for the
Partnership's most recent fiscal year ( the year ended December 31,
1995) were approximately $3,291,000 $1,577,000, $580,000 and
$351,000, respectively.  Rental and other income, property
operating expenses, depreciation and venture partner's share of
venture's operations for the Property were approximately
$1,684,000, $847,000, $146,000 and $214,000, respectively, for the
six months ended June 30, 1996.  Also, as a result of the sale of
the Property, there are no further consolidated assets and
liabilities related to the Property, which at June 30, 1996
consisted of land and buildings and improvements (net of
accumulated depreciation and provision for value impairment) of
approximately $17,311,000; cash and other current assets of
approximately $1,497,000; accrued real estate taxes and other
current liabilities of approximately $228,000; tenant security
deposits of approximately $105,000 and venture partner's
subordinated equity of approximately $5,738,000.  The remaining
operations of the Partnership will consist primarily of the
operations (through joint ventures) of the Partnership's remaining
owned investment properties, the Landings Shopping Center and 1225
Connecticut Avenue Office Building.  
      (c)   Exhibits.
            1.  Real Property Purchase Agreement between CIP/Ashby
Partners and WRIT Limited Partnership, dated July 19, 1996.
                                    <PAGE>
 

                                 SIGNATURES

Pursuant to the requirements 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, L.P.-II
                                   By:  JMB Realty Corporation
                                       Corporate General Partner


                                       By:                              
                                            Gailen J. Hull, Senior Vice
President
                                            Principal Accounting Officer


Date:       September 6, 1996
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FORM 8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the 
                        Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported):  August 26,
1996

                         CARLYLE INCOME PLUS, L.P.-II

            (Exact name of registrant as specified in its charter)

      Illinois                        0-17705               36-3555432  
 (State of organization)             (Commission           (IRS Employer
                                    File Number)          Identification
                                                            Number)     

              900 North Michigan Avenue, Chicago, Illinois  60611
                    (Address of principal executive office)

       Registrant's telephone number, including area code:  (312)  915-
1987
THE ASHBY AT MCLEAN APARTMENTS

                               McLean, Virginia
                                       

Item 2.  Acquisition or Disposition of Assets.  On August 26, 1996,
CIP/Ashby Partners (the "Venture"), an Illinois general partnership
between Carlyle Income Plus, L.P.-II (the "Partnership") and
Carlyle Income Plus, Ltd. (the "Affiliated Partner"), another
partnership sponsored by the General Partners of the Partnership,
sold the land and related improvements known as The Ashby at McLean
Apartments (the "Property"), a 12-story, 250-unit, approximately
272,250-square foot apartment building located on approximately 4.3
acres in McLean, Fairfax County, Virginia.  The Property includes
approximately 27,000 square feet of commercial space and 350
parking spaces.  The purchaser, WRIT Limited Partnership, a
Delaware limited partnership, is not affiliated with the
Partnership or its General Partners and the sale price was
determined by arm's length negotiations.
            Certain restrictions relating to the use of the Property,
imposed by Fairfax County zoning requirements, provide that through
the year 2002 at least 51 residential units are to be leased to
tenants whose household adjusted gross incomes do not exceed
certain amounts based on a schedule devised and periodically
revised by the United States Department of Housing and Urban
Development.
The sale price of the land and improvements was
$21,400,000 and was paid in cash at closing (net of selling costs
and prorations).  Residential occupancy at the Property was
approximately 98% and commercial occupancy was approximately 92% at
the date of sale.  The sale resulted in a gain to the Venture of
approximately $3,700,000 (of which the Partnership's share is
approximately $2,553,000) for financial reporting purposes, due
primarily to a $7,572,479 provision for value impairment recorded
by the Venture in 1994 (of which the Partnership's share was
$5,225,011).  Also, the Property was classified as held for sale as
of April 1, 1996 and therefore has not been subject to continued
depreciation as of that date for financial reporting purposes.  In
addition, the Venture expects to report a loss on sale of
approximately $3,475,000 for Federal income tax reporting purposes
in 1996 (of which the Partnership's share will be approximately
$2,398,000).
            The terms of the venture agreement provide generally that
annual cash flow, sale proceeds and tax items are to be distributed
or allocated based on the capital contributions made by each
partner (69% to the Partnership and 31% to the Affiliated Partner). 
The Partnership expects to distribute its 69% share of the net
proceeds from this sale, net of any necessary working capital
reserve, in 1996.
            The Partnership Agreement provides that distributions of
sale proceeds are to be allocated 99% to the Limited Partners and
1% to the General Partners until receipt by the Limited Partners of
an amount equal to their initial contributed capital plus a
stipulated return thereon.  Thereafter, distributions of sale
proceeds are to be allocated to the General Partners until the
General Partners have received distributions in an amount equal to
3% of the gross selling prices of all properties sold, with the
remaining balance to be distributed 85% to the Limited Partners and
15% to the General Partners; provided, however, that such 3% and
15% of sale proceeds distributable to the General Partners are
subordinate to the Limited Partners' receipt of a stipulated return
on their investment.  Since the Limited Partners will not have
received the aforementioned stipulated amounts from the proceeds of
this sale, the General Partners will only be entitled to their 1%
share in the distributions of proceeds from this sale at this time.
Item 7.  Financial Statements and Exhibits
      (a)   Financial Statements.  Not Applicable
      (b)   Pro Forma Financial Information - Narrative.
      As a result of the sale of the Property, beyond August 26,
1996, there will be no further rental and other income,  property
operating expenses, depreciation or venture partner's share of
venture's operations recorded for the Property in the consolidated
financial statements of the Partnership, which for the
Partnership's most recent fiscal year ( the year ended December 31,
1995) were approximately $3,291,000 $1,577,000, $580,000 and
$351,000, respectively.  Rental and other income, property
operating expenses, depreciation and venture partner's share of
venture's operations for the Property were approximately
$1,684,000, $847,000, $146,000 and $214,000, respectively, for the
six months ended June 30, 1996.  Also, as a result of the sale of
the Property, there are no further consolidated assets and
liabilities related to the Property, which at June 30, 1996
consisted of land and buildings and improvements (net of
accumulated depreciation and provision for value impairment) of
approximately $17,311,000; cash and other current assets of
approximately $1,497,000; accrued real estate taxes and other
current liabilities of approximately $228,000; tenant security
deposits of approximately $105,000 and venture partner's
subordinated equity of approximately $5,738,000.  The remaining
operations of the Partnership will consist primarily of the
operations (through joint ventures) of the Partnership's remaining
owned investment properties, the Landings Shopping Center and 1225
Connecticut Avenue Office Building.  
      (c)   Exhibits.
            1.  Real Property Purchase Agreement between CIP/Ashby
Partners and WRIT Limited Partnership, dated July 19, 1996.
SIGNATURES

Pursuant to the requirements 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, L.P.-II
                                   By:  JMB Realty Corporation
                                       Corporate General Partner

                                       By:                              
                                            Gailen J. Hull, Senior Vice
President
                                            Principal Accounting Officer

Date:       September 6, 1996