JMB INCOME PROPERTIES LTD V, 10-K405, 1997-03-28

JMB INCOME PROPERTIES LTD V
10-K405, 1997-03-28
OPERATORS OF NONRESIDENTIAL BUILDINGS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 1996 Commission file number 0-8716

JMB INCOME PROPERTIES, LTD. - V
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Illinois 36-2897158
(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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. Not applicable.

Documents incorporated by reference: None

TABLE OF CONTENTS

Page
----
PART I

Item 1. Business . . . . . . . . . . . . . . . . . . 1

Item 2. Properties . . . . . . . . . . . . . . . . . 5

Item 3. Legal Proceedings. . . . . . . . . . . . . . 7

Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 7

PART II

Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters. . . . . . . 7

Item 6. Selected Financial Data. . . . . . . . . . . 8

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 14

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 19

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 43

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 43

Item 11. Executive Compensation . . . . . . . . . . . 46

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 47

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 49

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 49

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . 51

PART I

ITEM 1. BUSINESS

Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report. Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.

The registrant, JMB Income Properties, Ltd. - V (the "Partnership") is
a limited partnership formed in 1976 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
improved income-producing commercial and residential real property. The
Partnership sold $38,500,000, in Limited Partnership Interests (the
"Interests") to the public commencing on August 15, 1977 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-58026). A total of 38,500 Interests were sold to the
public at $1,000 per Interest. The offering closed on September 30, 1977.
No Limited Partner has made any additional capital contributions after such
date. The Limited Partners of the Partnership share in their portion of
the benefits of ownership of the Partnership's real property investments
according to the number of Interests held.

The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's real estate
investments are located in Virginia and North Carolina. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2026. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable and to wind up its
affairs not later than December 31, 1999 barring any unforeseen economic
developments.

The Partnership has made the real property investments set forth in
the following table:

<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Wachovia Bank
Building
and Phillips
Building
office buildings
Winston-Salem,
North Carolina. . . 692,000 1-31-77 27% fee ownershipof land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
(c) (f) (g)
2. Bristol Mall
shopping center
Bristol, Virginia . 428,000 8-31-77 17% fee ownership of land and
sq.ft. improvements (f) (g)
g.l.a.
3. Catawba Mall
shopping center
Hickory,
North Carolina. . . 260,500 1-30-78 sold 9-26-83 fee ownership of improve-
sq.ft. reacquired 8-8-89 ments and ground leasehold
g.l.a. sold 5-23-91 interest in land
4. Five Points Plaza
shopping center
Valdosta, Georgia . 178,000 1-30-78 6-16-86 fee ownership of land and
sq.ft. improvements
g.l.a.
5. Northcross Mall
shopping center
Austin, Texas . . . 289,000 1-31-78 2-18-88 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
6. South DeKalb Mall
shopping center
Decatur, Georgia. . 326,000 7-28-78 6-30-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
7. Edgewater
shopping center
Foster City,
California. . . . . 114,000 9-22-78 3-31-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------

8. Lenoir Mall
shopping center
Lenoir,
North Carolina. . . 279,000 7-27-79 11-30-84 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
9. Dutchess Mall
shopping center
Fishkill,
New York. . . . . . 373,000 10-3-79 5-13-94 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
(c) (e)
10. Cottonwood Park
office building
Casper, Wyoming. . 51,900 11-1-79 8-22-90 fee ownership of land and
sq.ft. improvements
n.r.a.
11. Towne South Plaza
shopping center
Terre Haute,
Indiana. . . . . . 176,000 12-10-79 8-1-83 fee ownership of land and
sq.ft. improvements (d)
n.r.a.

<FN>
- ---------------

(a) The computation of this percentage for properties held at December
31, 1996 does not include amounts invested from sources other than the
original net proceeds of the public offering as described above and in Item
7.

(b) Reference is made to the Notes and to Schedule III filed with this
annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.

(c) Reference is made to the Notes filed with this annual report for a
description of the joint venture partnership through which the Partnership
made this real property investment.

(d) This property has been sold. Reference is made to the Notes filed
with this annual report for a description of the sale of such real property
investment.

(e) The underlying lender realized upon its security in this property.
Reference is made to the Notes filed with this annual report.

(f) Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the real estate taxes and
depreciation.

(g) Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.

</TABLE>

The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned by affiliates of the General Partners) in the respective vicinities
in which they are located. Such competition is generally for the retention
of existing tenants. Additionally, the Partnership is in competition for
new tenants in markets where significant vacancies are present. Reference
is made to Item 7 below for a discussion of competitive conditions and
further renovation and capital improvement plans of the Partnership and
certain of its significant investment properties. Approximate occupancy
levels for the properties are set forth in the table in Item 2 below to
which reference is hereby made. The Partnership maintains the suitability
and competitiveness of its properties in its markets primarily on the basis
of effective rents, tenant allowances and service provided to tenants. In
the opinion of the Managing General Partner of the Partnership, all of the
investment properties held at December 31, 1996 are adequately insured.

Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
properties as of December 31, 1996.

The Partnership has no employees other than personnel performing on-
site duties at certain of the Partnership's properties, none of whom are
officers or directors of the Managing General Partner of the Partnership.

The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.

ITEM 2. PROPERTIES

The Partnership owns directly or through joint venture partnerships
the properties or interests in the properties referred to under Item 1
above to which reference is hereby made for a description of said
properties.

The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:

<TABLE>
<CAPTION>
1995 1996
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Wachovia Bank Building
and Phillips Building
Winston-Salem,
North Carolina. . . . . . Banking 100% 100% 100% 100% 60% 69% 65% 63%

2. Bristol Mall
Bristol, Virginia . . . . Retail 82% 83% 82% 83% 81% 81% 81% 80%

- ----------
<FN>

Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

The Partnership is not subject to any material pending legal
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during
fiscal years 1995 and 1996.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS

As of December 31, 1996, there were 3,463 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
Investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.

Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1996 1995 1994 1993 1992
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 9,872,882 11,164,462 11,361,173 11,107,289 10,739,494
=========== =========== ========== ========== ==========
Operating earnings
(loss) . . . . . . . . . $ 1,863,774 2,643,742 2,539,816 2,064,869 1,160,733
Partnership's share of
operations of unconsol-
idated venture . . . . . -- -- (68,090) (172,317) (88,344)
Venture partners' share
of ventures' opera-
tions. . . . . . . . . . (1,058,935) (1,329,867) (1,282,966) (1,219,816) (1,160,087)
----------- ----------- ---------- ---------- ----------
Net operating earnings
(loss) . . . . . . . . . 804,839 1,313,875 1,188,760 672,736 (87,698)
Gain on sale or disposi-
tion of investment
properties . . . . . . . -- -- 1,984,734 39,297 2,750,372
----------- ----------- ---------- ---------- ----------
Net earnings (loss) . . . $ 804,839 1,313,875 3,173,494 712,033 2,662,674
=========== =========== ========== ========== ==========
Net earnings (loss) per
Interest (b):
Net operating earnings
(loss). . . . . . . . $ 20.28 33.10 29.95 16.95 (2.21)
Gain on sale or dis-
position of invest-
ment properties. . . -- -- 51.03 1.01 70.71
----------- ----------- ---------- ---------- ----------
Net earnings
(loss) . . . . . . . $ 20.28 33.10 80.98 17.96 68.50
=========== =========== ========== ========== ==========
Total assets. . . . . . . $30,258,324 26,729,695 25,048,902 26,365,897 25,466,181
Long-term debt. . . . . . $24,939,477 5,880,735 26,426,311 30,861,793 31,592,894
Cash distributions per
Interest (c) . . . . . . $ .99 1.67 1.71 1.59 .45
=========== =========== ========== ========== ==========

<FN>
- ---------------

(a) The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes appearing
elsewhere in this annual report.

(b) The net earnings (loss) per Interest is based upon the Interests
outstanding at the end of each period (38,505).

(c) Cash distributions from the Partnership are generally not equal to
Partnership income (loss) for financial reporting or Federal income tax
purposes. Each Partner's taxable income (or loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital.

</TABLE>

<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996

Property
- --------

Wachovia Bank
Building and
Philips Building a) The net rentable area ("NRA")
occupancy rate and average
base rent per square foot as of
December 31 for each of the last
five years were as follows:

NRA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>

1992 99% 6.47
1993 100% 6.72
1994 100% 6.71
1995 100% 6.68
1996 63% 9.08
<FN>
(1) Average base rent per square foot is based on NRA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Wachovia Bank and
Trust Company-
Wachovia Bank
Building (Bank) 130,074 $1,600,921 12/1997 2-2 year options
Phillips Building
(Bank) 268,708 1,556,159 2/2002 N/A

</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Wachovia Bank Building and Phillips Building:

Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring NRA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 11 39,080 499,266 13%
1998 1 117,882 1,473,525 37%
1999 -- -- -- --
2000 1 1,360 24,564 1%
2001 -- -- -- --
2002 1 268,708 1,556,159 39%
2003 -- -- -- --
2004 -- -- -- --
2005 -- -- -- --
2006 -- -- -- --
<FN>

(1) Excludes leases that expire in 1997 for which
renewal leases or leases with replacement tenants
have been executed as of January 31, 1997.
</TABLE>

Property
- --------

Bristol Mall a) The gross leasable area ("GLA") occupancy
rate and average base rent per square foot
as of December 31for each of the last
five years wereas follows:

GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1992 . . . . . 88% 5.32
1993 . . . . . 86% 5.23
1994 . . . . . 82% 5.05
1995 . . . . . 83% 5.05
1996 . . . . . 80% 5.20
<FN>
(1) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Parks Belk 83,030 186,822 7/2000 N/A
(Department Store)
Sears 93,750 109,999 7/2004 4-5 year
(Department Store) options
Proffitt's 46,230 122,510 3/2000 N/A
(Department Store)
</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Bristol Mall:

Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 7 16,111 167,088 9%
1998 6 17,457 160,739 9%
1999 3 3,719 71,220 4%
2000 15 154,832 758,520 43%
2001 4 24,637 235,164 13%
2002 1 3,547 53,196 3%
2003 2 18,888 170,988 10%
2004 2 97,206 158,376 9%
2005 3 8,175 160,728 9%
2006 2 2,818 65,700 4%
<FN>
(1) Excludes leases that expire in 1997 for which
renewal leases or leases with replacement tenants
have been executed as of March 6, 1997.
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $34,926,000 (after deducting selling
expenses and other offering costs) with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital reserves. A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.

During 1996 and 1997, some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership between $100 and
$160 per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. Such offers expired. As of the date of this report, the
Partnership is aware that 1,148.34 Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. 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 managing 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.

At December 31, 1996, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $9,717,000. Such funds are
available for distributions to partners, for working capital requirements
and operating deficits (including capital improvements) at Bristol Mall.
In addition, the Partnership has funded, from its working capital, a
portion of the costs incurred to date related to the Bristol Mall expansion
(as described below), and additional Partnership funds will be required.
Accordingly, the Partnership has suspended regular quarterly distributions
of available operating cash flow to partners. The Partnership and its
consolidated venture have currently budgeted in 1997 approximately $222,000
for tenant improvements and other capital expenditures (excluding any
amounts for the enhancement program described below). The Partnership's
share of such items in 1997 is currently budgeted to be approximately
$189,000. Actual amounts expended in 1997 may vary depending on a number
of factors including actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year. The source of capital for the aforementioned such
items and for short-term liquidity is expected to be from the cash and cash
equivalents noted above. Long-term future liquidity is expected to be
through net cash generated by and through the sale of Bristol Mall. Due to
the re-leasing issues, the Wachovia Bank Building and Phillips Building is
not expected to be a source of long-term future liquidity. In such regard,
reference is made to the Partnership's property specific discussions below.

The Partnership's and its venture's mortgage obligations are separate non-
recourse loans secured individually by the investment properties and are
not obligations of the entire investment portfolio, and therefore, the
Partnership and its venture are not personally liable for the payment of
the mortgage indebtedness.

The General Partners and their affiliates have deferred payment of
certain property management and leasing fees of approximately $1,304,000
(approximately $33 per interest) as of December 31, 1996 pursuant to the
Wachovia agreement with its venture partner (as more fully discussed in the
Notes).

BRISTOL MALL

During 1989, the Partnership entered into a lease with the J.C. Penney
Company ("J.C. Penney") for an 86,000 square foot addition at the Bristol
Mall shopping center. For the lease to commence, an addition and
associated mall enhancement program was required to be completed. This led
to protracted negotiations with J.C. Penney and the property's mortgage
lender to determine how these capital costs would be funded. As a result,
in July 1996, the Partnership and J.C. Penney executed an amendment to the
existing lease, and the Partnership began construction of the anchor store
and the mall enhancement.

The estimated cost of the construction of the anchor store, as well as
the mall enhancement and certain anticipated tenant improvement costs is
approximately $13,950,000, of which approximately $3,880,000 (including
pre-development costs) has been funded as of December 31, 1996.

The Partnership expects to utilize a construction loan provided by
J.C. Penney for certain construction costs up to $5,165,200, of which
approximately $1,260,000 has been funded at December 31, 1996. The
remaining costs to be funded by the Partnership of approximately $6,160,000
are expected to be funded from available cash.

The construction loan bears an interest rate of 10% per annum and
interest accrues on the funds from the date of the advance. The
Partnership is not required to make any payments on the loan until the
first month after the opening date of the new anchor store (currently
expected to be in August 1997). Upon opening of the new anchor store, the
Partnership will be required to make monthly interest only payments for
five years on the total amount advanced under the loan plus any accrued,
but unpaid interest from the construction period. Thereafter, for the
remaining 5-year term of the loan, the Partnership will be required to make
payments of both principal and interest based on a ten-year amortization
with the balance of unpaid principal due upon maturity. All rental amounts
due from the tenant to the Partnership under the terms of the lease
amendment will be applied to offset these debt service payments. The loan
is secured by the store currently under construction and the related land.

Additionally, in September 1996, the Partnership escrowed $1,000,000 as
required by the loan. The Partnership may begin to withdraw funds from the
escrow account when construction of the anchor store is 50% complete, and
all remaining escrowed funds are expected to be withdrawn before completion
of construction.

Due to the above, the Partnership is no longer actively marketing the
property for sale.

WACHOVIA BANK BUILDING AND PHILLIPS BUILDING

The Partnership is currently marketing the remaining space
(approximately 40% of the buildings vacated by Wachovia Bank at the
expiration of one of their leases in December 1995) to prospective
replacement tenants but has not been successful in its efforts due to the
lack of large space users in this market. In the fourth quarter of 1996,
Wachovia Bank notified the venture that it was exercising its option to
extend a lease (approximately 117,000 square feet) until June 1998 upon the
expiration of the current lease in December 1997. Re-leasing the remaining
space in the building or any additional extensions of the Wachovia Bank
lease would likely require major renovation to the building as well as
significant tenant improvements which, in turn, would be contingent upon
the Partnership obtaining financing for these tenant replacement costs.
Unless replacement tenants are secured on acceptable

terms for the remaining space, it is unlikely that the Partnership will
commit any additional funds to the property. This may result in the
Partnership no longer having an ownership interest in the two office
buildings. This action would result in a gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds.
Additionally, the Partnership could be required to remit to the state tax
authorities withholding for taxes due as a result of this action. This
withholding amount is currently estimated to be approximately $500,000.

The mortgage loan secured by the property matured in October 1996.
Wachovia reached an agreement with the current mortgage lender to modify
and extend the existing mortgage note effective November 1, 1996. The loan
requires principal and interest payments based on a 22 year amortization at
an interest rate of 9.55% per annum and matures on November 1, 2001, when
all remaining principal and unpaid interest is due. The venture paid loan
commitment fees in 1996 of approximately $105,000 to the lender in
conjunction with the modification and extension.

The Partnership's venture partner had agreed to contribute
$10,700,000, before applicable interest, to the venture pursuant to a
payment schedule from the closing date through August 1, 1996, when it
would owe the balance of its obligation (approximately $7,600,000). The
venture partner has continued to make contributions based on the old
payment schedule rather than making the balloon payment in August 1996 as
required. As a result, the venture partner is currently approximately
$7,500,000 in arrears for such contributions as of the date of this report.

The venture partner's obligation to make such payment is secured only by
its interest in the venture. In the fourth quarter of 1996, the
Partnership notified the venture partner of its default effective August
1996. As a result of the extension of the first mortgage loan securing the
property as discussed above, the Partnership is currently negotiating a
possible extension of the payment schedule with the venture partner.
However, there can be no assurance that any such agreement will be reached.

The accompanying consolidated financial statements include
approximately $6,400,000 of undistributed operating cash flow related to
the Wachovia Building Associates. Such funds are distributable to the
Partnership and the unaffiliated joint venture partner in the amounts of
approximately $3,800,000 and $2,600,000, respectively. In January 1997,
the venture distributed approximately $2,773,000 and $2,112,000 to the
Partnership and the venture partner, respectively. Such funds did not
secure the venture partner's obligations discussed above and consequently
the venture could not offset such distributions against the venture
partner's unfunded capital commitment.

GENERAL

There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.

As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since the
availability of satisfactory outside sources of capital may be limited
given the portfolio's current debt levels. Due to these factors, the
Partnership has held its remaining investment properties longer than
originally anticipated in an effort to maximize the return to the Limited
Partners. However, after reviewing the remaining properties and the
marketplaces in which they operate, the General Partners of the Partnership

expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable. Therefore, the affairs of
the Partnership are expected to be wound up no later than December 31, 1999
(sooner, if the properties are sold or disposed of in the near term),
barring unforeseen economic developments.

RESULTS OF OPERATIONS

The increase in escrow deposits, investment properties, construction
loan payable and the related decrease in cash and cash equivalents at
December 31, 1996 as compared to December 31, 1995 is primarily due to the
commencement of the addition and related mall enhancement at the Bristol
Mall in July 1996.

The increase in deferred expenses at December 31, 1996 as compared to
December 31, 1995 is due to payment in 1996 of certain fees to obtain the
construction loan at the Bristol Mall and to modify the mortgage loan at
the Wachovia Bank Building as discussed above.

The decrease in current portion of long-term debt at December 31, 1996
as compared to December 31, 1995 and the corresponding increase in long-
term debt, less current portion is primarily due to the modification and
extension of the mortgage loan (originally scheduled to mature October 31,
1996 and now extended to November 1, 2001) at the Wachovia Bank Building
effective November 1, 1996.

The increase in accounts payable at December 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of payments for
construction costs incurred for the addition and related mall enhancement
at the Bristol Mall.

The decrease in rental income and venture partner's share of venture's
operations in 1996 as compared to 1995 is primarily due to the decrease in
occupancy at the Wachovia Bank Building and Phillips Building due to the
Wachovia Bank vacating approximately 40% of the buildings upon the
expiration of their lease on December 31, 1995. The decrease in rental
income in 1995 as compared to 1994 is primarily due to a payment received
in May 1994 by the Partnership resulting from a bankruptcy settlement from
a tenant at a former Partnership investment property (approximately
$54,000) and a lease termination fee received in May 1994 from a former
tenant at Bristol Mall (approximately $57,000).

The decrease in interest income in 1996 as compared to 1995 is
primarily due to a lower average investment balance due to the commencement
of the addition and related mall enhancement at the Bristol Mall in July
1996. The decrease in interest income in 1995 as compared to 1994 is
primarily due to the retirement of the Towne South Plaza wrap-around
mortgage note receivable in 1994.

The decrease in mortgage and other interest in 1996 as compared to
1995 is primarily due to the capitalization of approximately $89,000 of
interest on certain construction costs incurred at the Bristol Mall. The
decrease in mortgage and other interest in 1995 as compared to 1994 is
primarily due to the retirement of the Towne South Plaza mortgage in
October 1994.

The decrease in depreciation in 1996 as compared to 1995 is due to the
classification of the Wachovia Bank Building as assets held for sale or
disposition at July 1, 1996, and therefore, not subject to continued
depreciation.

The increase in general and administrative expenses in 1996 as
compared to 1995 and 1994 is primarily due to the use of independent third
parties to perform certain administrative services for the Partnership.

The decrease in Partnership's share of unconsolidated venture loss
from operations in 1996 and 1995 as compared to 1994 is primarily due to
the transfer of title for Dutchess Mall in May 1994.

The gain on sale or disposition of investment properties in 1994 is
due to the recognition of gain on the sale of Towne South Mall
(approximately $1,570,000) and gain on the disposition of Dutchess Mall
(approximately $415,000).

INFLATION

Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.

Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes. Therefore, there should be little effect from
inflation on operating earnings if the properties remain substantially
occupied. In addition, substantially all of the leases at the Partner-
ship's shopping center investment contain provisions which entitle the
Partnership to participate in gross receipts of tenants above fixed minimum
amounts.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended December 31,
1996, 1995 and 1994

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994

Notes to Consolidated Financial Statements

Schedule
--------

Consolidated Real Estate and Accumulated Depreciation III

Schedules not filed:

All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - V:

We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - V (a limited partnership) and consolidated venture as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - V and consolidated venture at December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.

As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated venture changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 21, 1997

<TABLE>

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 9,717,478 11,134,983
Interest, rents and other receivables . . . . . . . . . . . . . . . 273,553 283,687
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 62,341 28,421
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 1,005,343 --
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 11,058,715 11,447,091
------------ -----------

Investment properties, at cost - Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 801,703 2,751,617
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 22,882,195 29,938,273
------------ -----------
23,683,898 32,689,890
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 12,468,511 17,870,466
------------ -----------
Total properties held for investment,
net of accumulated depreciation . . . . . . . . . . . . . 11,215,387 14,819,424

Property held for sale or disposition . . . . . . . . . . . . . . . 7,299,846 --
------------ -----------
Total investment properties . . . . . . . . . . . . . . . . 18,515,233 14,819,424
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 346,713 74,671
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 337,663 388,509
------------ -----------
$ 30,258,324 26,729,695
============ ===========

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1996 1995
------------ -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 749,993 20,545,576
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 2,607,242 1,389,326
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 219,331 201,081
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 480,208 480,406
Other current liabilities . . . . . . . . . . . . . . . . . . . . . 52,026 30,541
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 4,108,800 22,646,930
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 24,668 23,916
Construction loan payable . . . . . . . . . . . . . . . . . . . . . . 1,262,281 --
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 24,939,477 5,880,735
------------ -----------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . 30,335,226 28,551,581

Venture partners' subordinated equity in venture. . . . . . . . . . . 11,810,336 10,831,122
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . 1,422,001 1,397,856
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (3,092,059) (3,090,976)
------------ -----------
(1,669,058) (1,692,120)
------------ -----------
Limited partners (38,505 interests):
Capital contributions, net of offering costs . . . . . . . . . . 34,926,505 34,926,505
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 27,057,194 26,276,500
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (72,201,879) (72,163,893)
------------ -----------
(10,218,180) (10,960,888)
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . (11,887,238) (12,653,008)
------------ -----------
$ 30,258,324 26,729,695
============ ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 9,389,612 10,654,795 10,721,254
Interest income . . . . . . . . . . . . . . . . . 483,270 509,667 639,919
------------ ------------ ------------
9,872,882 11,164,462 11,361,173
------------ ------------ ------------
Expenses:
Mortgage and other interest . . . . . . . . . . . 2,298,677 2,443,259 2,816,103
Depreciation . . . . . . . . . . . . . . . . . . 603,457 876,676 909,426
Property operating expenses . . . . . . . . . . . 4,870,418 4,981,631 4,854,122
Professional services . . . . . . . . . . . . . . 90,511 103,296 90,699
Amortization of deferred expenses . . . . . . . . 46,220 52,482 83,776
General and administrative. . . . . . . . . . . . 99,825 63,376 67,231
------------ ------------ ------------
8,009,108 8,520,720 8,821,357
------------ ------------ ------------
Operating earnings (loss) . . . . . . . . 1,863,774 2,643,742 2,539,816
Partnership's share of operations of
unconsolidated venture. . . . . . . . . . . . . . -- -- (68,090)
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . . . . (1,058,935) (1,329,867) (1,282,966)
------------ ------------ ------------
Net operating earnings (loss) . . . . . . 804,839 1,313,875 1,188,760
Gain on sale or disposition of investment
properties. . . . . . . . . . . . . . . . . . . . -- -- 1,984,734
------------ ------------ ------------
Net earnings (loss) . . . . . . . . . . . $ 804,839 1,313,875 3,173,494
============ ============ ============

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1996 1995 1994
------------ ------------ ------------

Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss). . . . . . $ 20.28 33.10 29.95
Gain on sale or disposition of
investment properties . . . . . . . . . -- -- 51.03
------------ ------------ ------------
Net earnings (loss) . . . . . . . $ 20.28 33.10 80.98
============ ============ ============

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficits)
December 31,
1993 . . . . $1,000 1,302,930 (3,087,103) (1,783,173) 34,926,505 21,884,057 (72,033,520)(15,222,958)

Net earnings
(loss) . . . -- 55,510 -- 55,510 -- 3,117,984 -- 3,117,984
Cash distri-
butions
($1.71 per
limited
partnership
interest). . -- -- (1,963) (1,963) -- -- (65,940) (65,940)
------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficits)
December 31,
1994 . . . . 1,000 1,358,440 (3,089,066) (1,729,626) 34,926,505 25,002,041 (72,099,460)(12,170,914)

Net earnings
(loss) . . . -- 39,416 -- 39,416 -- 1,274,459 -- 1,274,459
Cash distri-
butions
($1.67 per
limited
partnership
interest). . -- -- (1,910) (1,910) -- -- (64,433) (64,433)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED

GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------

Balance
(deficits)
December 31,
1995 . . . . 1,000 1,397,856 (3,090,976) (1,692,120) 34,926,505 26,276,500 (72,163,893)(10,960,888)

Net earnings
(loss) . . . -- 24,145 -- 24,145 -- 780,694 -- 780,694
Cash distri-
butions
($.99 per
limited
partnership
interest). . -- -- (1,083) (1,083) -- -- (37,986) (37,986)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficits)
December 31,
1996 . . . . $1,000 1,422,001 (3,092,059) (1,669,058) 34,926,505 27,057,194 (72,201,879)(10,218,180)
====== ========== ========== ========== ========== ========== =========== ==========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ 804,839 1,313,875 3,173,494
Items not requiring (providing) cash or
cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 603,457 876,676 909,426
Amortization of deferred expenses . . . . . . . 46,220 52,482 83,776
Amortization of discount on mortgage
notes receivable . . . . . . . . . . . . . . . -- -- (2,876)
Partnership's share of operations of
unconsolidated venture . . . . . . . . . . . . -- -- 68,090
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . . . . 1,058,935 1,329,867 1,282,966
Gain on sale or disposition of
investment properties. . . . . . . . . . . . . -- -- (1,984,734)
Changes in:
Interest, rents and other receivables . . . . . 10,134 60,947 (79,708)
Prepaid expenses. . . . . . . . . . . . . . . . (33,920) 32,497 3,713
Accrued rents receivable. . . . . . . . . . . . 50,846 (11,293) (18,613)
Accounts payable. . . . . . . . . . . . . . . . 150,948 113,661 167,708
Accrued interest. . . . . . . . . . . . . . . . 18,250 (3,134) (36,392)
Accrued real estate taxes . . . . . . . . . . . (198) 480,406 --
Other current liabilities . . . . . . . . . . . 21,485 (10,811) 12,309
Tenant security deposits. . . . . . . . . . . . 752 10,900 (3,503)
----------- ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . . . . . 2,731,748 4,246,073 3,575,656
----------- ----------- -----------

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1996 1995 1994
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments. . . . . . . . . . . . -- 4,780,996 415,113
Additions to investment properties, net of
related payables . . . . . . . . . . . . . . . . (3,262,550) (199,920) (848,740)
Principal payments on mortgage notes receivable . -- -- 4,054,690
Escrow deposits . . . . . . . . . . . . . . . . . (1,005,343) -- --
Partnership's distributions from
unconsolidated venture . . . . . . . . . . . . . -- -- (38,871)
Payment of deferred expenses. . . . . . . . . . . -- -- (32,840)
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . . . (4,267,893) 4,581,076 3,549,352
----------- ----------- -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . -- (703,449) 703,449
Cash proceeds from construction loan. . . . . . . 1,262,281 -- --
Principal payments on long-term debt. . . . . . . (736,841) (678,292) (4,488,291)
Payment of deferred financing expenses. . . . . . (288,010) -- --
Venture partners' contributions to venture. . . . 829,292 829,377 829,946
Distributions to venture partners . . . . . . . . (909,013) (935,264) (935,263)
Distributions to limited partners . . . . . . . . (37,986) (64,433) (65,940)
Distributions to general partners . . . . . . . . (1,083) (1,910) (1,963)
----------- ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . 118,640 (1,553,971) (3,958,062)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . (1,417,505) 7,273,178 3,166,946

Cash and cash equivalents,
beginning of year . . . . . . . . . . . 11,134,983 3,861,805 694,859
----------- ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ 9,717,478 11,134,983 3,861,805
=========== =========== ===========

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1996 1995 1994
----------- ----------- -----------
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest,
net of capitalized interest . . . . . . . . . . $ 2,280,427 2,446,393 2,852,495
=========== =========== ===========
Non-cash investing and financing activities:
Reduction of investment in unconsolidated
venture. . . . . . . . . . . . . . . . . . . $ -- -- 414,823
----------- ----------- -----------
Non-cash gain recognized due to
lender realizing upon security. . . . . $ -- -- 414,823
=========== =========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

The Partnership holds (directly and through a joint venture) two real
estate investments. Business activities consist of rentals to a variety of
commercial and retail companies, and the ultimate sale or disposition of
such real estate. The Partnership currently expects to conduct an orderly
liquidation of its remaining investment portfolio and wind up its affairs
not later than December 31, 1999.

The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned consolidated venture,
Wachovia Building Associates ("Wachovia"). The effect of all transactions
between the Partnership and the consolidated venture has been eliminated.
The equity method of accounting had been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interest in Fishkill Associates ("Fishkill") (disposed of in 1994).
Accordingly, the accompanying consolidated financial statements do not
include the accounts of Fishkill.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.

Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1996 and 1995 is summarized as follows:

<TABLE>

<CAPTION>
1996 1995
-------------------------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
(UNAUDITED) (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $30,258,324 25,589,663 26,729,695 24,550,717
Partners' capital
accounts (deficits):
General partners. . . . . . . . . (1,669,058) (1,095,608) (1,692,120) (1,137,292)
Limited partners. . . . . . . . . (10,218,180) 2,236,141 (10,960,888) 841,882
Net earnings (loss):
General partners. . . . . . . . . 24,145 42,767 39,416 61,525
Limited partners. . . . . . . . . 780,694 1,432,245 1,274,459 2,034,234
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . 20.28 37.20 33.10 52.83
============ =========== =========== ==========

</TABLE>

The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period (38,505). Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and
Federal income tax purposes.

Certain reclassifications have been made to the 1995 consolidated
financial statements to conform with the 1996 presentation.

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 at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($9,350,444 and $8,949,579 at December
31, 1996 and 1995, respectively) as cash equivalents, which includes
investments in an institutional mutual fund which holds U.S. Government
obligations, with any remaining amounts (generally with original maturities
of one year or less) reflected as short-term investments being held to
maturity.

Deferred expenses consist primarily of refinancing and commitment
fees. Such fees are amortized over the terms of the related notes using
the straight-line method.

The discount on the long-term mortgage note receivable (repaid in 1994
as discussed below) was being amortized over the terms of the related
underlying notes using the interest method.

Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due, the Partnership accrues
rental income for the full period of occupancy on a straight-line basis.
Such amounts are reflected in accrued rents receivable in the accompanying
balance sheets.

No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law, and may be required in the future, to remit
directly to the tax authorities amounts representing withholding from
distributions paid to partners.

The Partnership acquired, either directly or through joint ventures,
two office building complexes and nine shopping centers. Nine properties
have been sold or disposed of by the Partnership. The remaining two
properties owned at December 31, 1996 were operating. The cost of the
investment properties represents the total cost to the Partnership or its
venture plus miscellaneous acquisition costs.

Depreciation on the properties has been provided over the estimated
useful lives of the various components as follows:

YEARS
-----

Buildings and improvements--150% declining-balance
or straight-line . . . . . . . . . . . . . . 5-40
====

The investment properties are pledged as security for the long-term
debt, for which there is no recourse to the Partnership.

Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.

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. SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy is to consider a property to be held for sale or
disposition when the Partnership has committed to a plan to sell or dispose
of such property and active marketing activity has commenced or is expected
to commence in the near term or the Partnership has concluded that it may
dispose of the property by no longer funding operating deficits or debt
service requirements of the property thus allowing the lender to realize
upon its security. In accordance with SFAS 121, any properties identified
as "held for sale or disposition" are no longer depreciated. Adjustments
for impairment loss for such properties (subsequent to the date of adoption
of SFAS 121) are made in each period as necessary to report these
properties at the lower of carrying value or fair value less costs to sell.

The adoption of SFAS 121 did not have any effect on the Partnership's
liquidity.

VENTURE AGREEMENTS - GENERAL

The Partnership at December 31, 1996 is a party to one operating joint
venture agreement. Under certain circumstances, either pursuant to the
venture agreement or due to the Partnership's obligations as general
partner, the Partnership may be required to make additional cash
contributions to the venture.

There are certain risks associated with the Partnership's investment
made through a joint venture including the possibility that the
Partnership's joint venture partner in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
joint venture partner may have economic or business interests or goals that
are inconsistent with those of the Partnership.

INVESTMENT PROPERTIES

FISHKILL

The Partnership owned a 10% interest in Fishkill, which owned an 80%
interest in Dutchess Mall Associates ("Dutchess"), the former owner of
Dutchess Mall located in Fishkill, New York. Dutchess had been actively
negotiating with the first mortgage lender to seek a modification of the
terms of the current mortgage loan to provide the funds necessary for a
much needed renovation of the center. During 1993, Dutchess received a
notice of default and acceleration from the first mortgage lender. In this
regard, Dutchess and the lender reached a six-month standstill agreement
(which expired on July 31, 1993) whereby Dutchess proceeded with an
aggressive leasing and remerchandising program. Efforts to lease the
center did not meet with lender approval and on May 13, 1994 the property
was transferred to the lender.

As a result of the transfer of title to the lender as discussed above,
Dutchess no longer has an ownership interest in the property and recognized
a gain for financial reporting purposes of $3,858,247 (of which $414,823
was allocated to the Partnership) and recognized a gain of $3,558,767 (of
which $391,096 was allocated to the Partnership) for Federal income tax
purposes during 1994 with no corresponding distributable proceeds.
Accordingly, Dutchess and Fishkill terminated their affairs in 1994.

The accompanying consolidated financial statements include a loss of
$68,090 of the Partnership's share of the total property operations of
$680,905 of the unconsolidated property sold or disposed of in the past
three years.

WACHOVIA

In July 1986, the Partnership contributed its 100% ownership interest
in the Wachovia Bank Building and Phillips Building to Wachovia, a newly
formed joint venture partnership.

The venture partner's obligation to make such payment is secured only by
its interest in the venture. In the fourth quarter of 1996, the
Partnership notified the venture partner of its default effective August
1996. As a result of the extension of the first mortgage loan securing the
property as discussed below, the Partnership is currently negotiating a
possible extension of the payment schedule with the venture partner.
However, there can be no assurance that any such agreement will be reached.

The venture agreement provides for a preferred return of annual cash
flow to the Partnership and the venture partners with any remaining annual
cash flow allocated, in general, 65% to the Partnership and 35% to the
venture partners through December 1995. Subsequent to December 1995,
annual cash flow is distributable 65% and 35% to the Partnership and
venture partners, respectively. For Federal income tax purposes and
financial reporting purposes, profits and losses from operation are
allocated 65% to the Partnership and 35% to the venture partners.

The mortgage loan secured by the property matured in October 1996.
Wachovia reached an agreement with the current mortgage lender to modify
and extend the existing mortgage note effective November 1, 1996. The loan
requires principal and interest payments based on a 22 year amortization at
an interest rate of 9.55% per annum and matures on November 1, 2001 when
all remaining principal and unpaid interest is due. The venture paid loan
commitment fees in 1996 of approximately $105,000 to the lender in
conjunction with the modification and extension.

As the Partnership had committed to a plan to sell or dispose of the
property, the property was classified as held for sale or disposition as of
July 1, 1996, and therefore was not subject to continued depreciation. The
results of operations of the property included in the accompanying
consolidated financial statements were income of $1,966,594, $2,469,753 and
$2,382,651 for the years ended December 31, 1996, 1995 and 1994,
respectively.

The property is managed for a management fee calculated at 3-1/2% of
the gross receipts of the property and a leasing fee of $50,000 per year.
Payment of 1-1/2% of the 3-1/2% management fee is deferred (as required in
the agreement with the venture partner) until the sale of the property and
is subordinated to certain distributions of net sale and refinancing
proceeds to the venture partners.

BRISTOL MALL

The construction loan bears an interest rate of 10% per annum and
interest accrues on the funds from the date of the advance. The
Partnership is not required to make any payments on the loan until the
first month after the opening date of the new anchor store (currently
expected to be in August 1997). Upon opening of the new anchor store, the
Partnership will be required to make monthly interest only payments for
five years on the total amount advanced under the loan plus any accrued,
but unpaid interest from the construction period. Thereafter, for the
remaining five-year term of the loan, the Partnership will be required to
make payments of both principal and interest based on a ten-year
amortization with the balance of unpaid principal due upon maturity. All
rental amounts due from the tenant to the Partnership under the terms of
the lease amendment will be applied to offset these debt service payments.
Additionally, in September 1996, the Partnership escrowed $1,000,000 as
required by the loan. The Partnership may begin to withdraw funds from the
escrow account when construction of the anchor store is 50% complete, and
all remaining escrowed funds are expected to be withdrawn before completion
of construction.

Due to the J.C. Penney addition and related mall enhancement, the
Partnership has capitalized $107,496 of the $550,102 of interest expense
incurred by Bristol Mall into investment properties for the year ended
December 31, 1996.

TOWNE SOUTH PLAZA

In 1983, the Partnership sold the Towne South Plaza. The sale price
was $8,213,500, consisting of $2,833,500 in cash, a promissory note in the
amount of $600,000 and a $4,780,000 purchase price wrap-around promissory
note secured by the property. For financial reporting purposes, the sale
was accounted for by the installment method.

On October 17, 1994, the wrap-around mortgage note receivable secured
by the Towne South Plaza shopping center was paid in full by the borrower.
The Partnership received $4,064,393 including a $77,469 prepayment penalty
based upon the outstanding mortgage note receivable at the time of the
retirement. Concurrently, the Partnership paid in full the underlying
mortgage indebtedness of the property by remitting $3,829,451, including a
$37,764 prepayment penalty based upon the outstanding loan balance at the
time of the retirement. The remaining balance of the gain on sale
recognized in 1994 for financial reporting purposes was $1,569,911.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1996 and
1995:
1996 1995
----------- -----------
9-1/4% mortgage note secured by
two office buildings in
Winston-Salem, North Carolina;
payable in monthly installments
of $181,640 (including interest)
through October 31, 1996 when
the remaining unpaid principal
balance of $19,861,164 was
modified. The modified mortgage
is payable in monthly installments
of principal and interest (at 9.55%
per annum) of $181,718 until
November 1, 2001 when the remaining
principal balance is due . . . . . . $19,808,736 20,134,866

8-3/4% mortgage note, due
February 2006, secured by a
shopping center in Bristol,
Virginia; payable in monthly
installments of $78,750
(including interest) . . . . . . . . 5,880,734 6,291,445
----------- -----------
Total debt . . . . . . . . . . . 25,689,470 26,426,311
Less current portion of
long-term debt. . . . . . . . . (749,993) (20,545,576)
----------- -----------
Total long-term debt . . . . . . $24,939,477 5,880,735
=========== ===========

Five-year maturities of long-term debt are summarized as follows:

1997 . . . . . . . . . . . $ 749,993
1998 . . . . . . . . . . . 820,940
1999 . . . . . . . . . . . 898,612
2000 . . . . . . . . . . . 983,647
2001 . . . . . . . . . . . 19,043,301
===========

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 97% to the Limited
Partners and 3% to the General Partners. Profits from the sale or
refinancing of investment properties are to be allocated to the General
Partners in an amount equal to the greater of (a) any cash distributions to
the General Partners from the proceeds of any sale or refinancing (as
described below) or (b) 1% of the profits from the sale or refinancing.
Losses from the sale or refinancing of investment properties are to be
allocated 1% to the General Partners. The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.

The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event would cause
the deficit balance in absolute amount in the Capital Account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of Profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the Capital Account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event. In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.

The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon termination
of the Partnership.

Distributions of "cash flow" of the Partnership are allocated 90% to
the Limited Partners and 10% to the General Partners (of which 5%
constitutes a management fee to the Managing General Partner for services
in managing the Partnership). However, such management fees and a portion
of such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital.

The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership an amount up to 3/4 of 1% of the selling price and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, the Limited Partners were to receive 100% of all net sale proceeds
until the Limited Partners (i) had received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership and (ii) had received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equaled
a 7% annual return on the Limited Partners' average capital investment for
each year (their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) commencing with the fourth
fiscal quarter of 1977. The Limited Partners have received cash
distributions that satisfy the requirements in (i) and (ii) above.

MANAGEMENT AGREEMENTS

The Partnership has entered into agreements for the operation and
management of the various investment properties. Such agreements are
summarized as follows:

The Partnership's properties are managed by affiliates of the General
Partners or their assignees for fees computed as a percentage of certain
rents received by the properties. In December 1994, one of the affiliated
property managers sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third party. In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates. The
successor to the affiliated property manager's assets is acting as the
property manager of the Wachovia Bank Building and Phillips Building after
the sale on the same terms that existed prior to the sale. Bristol Mall
shopping center continues to be managed by an affiliate of the General
Partners.

LEASES - AS PROPERTY LESSOR

At December 31, 1996, the Partnership and its consolidated venture's
principal assets are one shopping center and one office building complex.
The Partnership has determined that all leases relating to these properties
are properly classified as operating leases; therefore, rental income is
reported when earned and the cost of each of the properties, excluding cost
of land, is depreciated over the estimated useful lives. Leases with
tenants range in term from one to thirty years and provide for fixed
minimum rent and partial reimbursement of operating costs. In addition,
leases with shopping center tenants provide for additional rent based upon
percentages of tenants' sales volumes. With respect to the Partnership's
shopping center investment, a substantial portion of the ability of retail
tenants to honor their leases is dependent upon the retail economic sector.

Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1996:

Office Building:
Cost . . . . . . . . . . . . . . . . . $13,305,258
Accumulated depreciation . . . . . . . (6,005,412)
-----------
7,299,846
Shopping Center:
Cost . . . . . . . . . . . . . . . . . 23,683,898
Accumulated depreciation . . . . . . . (12,468,511)
-----------
11,215,387
-----------
$18,515,233
===========

Minimum lease payments including amounts representing executory costs
(e.g. taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
operating lease agreements, are as follows:

1997 . . . . . . . . . . . . . . . $ 5,291,184
1998 . . . . . . . . . . . . . . . 3,969,323
1999 . . . . . . . . . . . . . . . 3,191,800
2000 . . . . . . . . . . . . . . . 2,741,363
2001 . . . . . . . . . . . . . . . 2,097,471
Thereafter . . . . . . . . . . . . 1,203,902
-----------
Total . . . . . . . . . . . . . $18,495,043
===========

Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1996, 1995 and 1994:

1994 . . . . . . . . . . . . . . . $221,144
1995 . . . . . . . . . . . . . . . 280,375
1996 . . . . . . . . . . . . . . . 250,431
========

TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
1996 and for the years ended December 31, 1996, 1995 and 1994 are as
follows:
UNPAID AT
DECEMBER 31,
1996 1995 1994 1996
-------- -------- -------- ------------
Property management
and leasing fees . . . . $256,738 241,983 462,099 1,343,057
Insurance commissions . . 22,546 22,293 22,627 --
Reimbursement (at cost)
for out-of-pocket
expenses . . . . . . . . 1,257 6,463 877 24
Reimbursement (at cost)
for out-of-pocket
salary and salary
related expenses
relating to on-site
and other costs for
the Partnership and
its investment
properties . . . . . . . 55,232 83,237 62,312 --
-------- ------- -------- ---------
$335,773 353,976 547,915 1,343,081
======== ======= ======== =========

All amounts deferred or currently payable to the General Partners and
their affiliates do not bear interest. The General Partners and their
affiliates have deferred receipt of property management and leasing fees
pursuant to the venture agreement for the Wachovia Bank Building and
Phillips Building. Prior to 1995, an affiliate of the Corporate General
Partner provided management and leasing services. In December 1994, the
affiliate sold all of its assets and assigned its interest in the
management contracts, including the one for the Wachovia Bank Building and
Phillips Building to an unaffiliated third party as discussed above. In
connection with such assignment, an affiliate of the General Partners
guaranteed payment to the unaffiliated third party the portion of the fees
currently deferred due to the provision in the venture agreement for the
Wachovia Bank Building and Phillips Building. Such amounts are deferred
until the sale or disposition of the property and are subordinated to
certain distributions of net sale and refinancing proceeds. As of December
31, 1996, the General Partners and their affiliates have deferred receipt
of approximately $1,304,000 (approximately $33 per interest) of such fees.
This amount is reflected in accounts payable in the accompanying
consolidated financial statements.

<TABLE>

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1996

COSTS CAPITALIZED GROSS AMOUNT AT WHICH
INITIAL COST SUBSEQUENT TO CARRIED AT CLOSE
TO PARTNERSHIP (A) ACQUISITION OF PERIOD (B)(C)
------------------------- ---------------------------- -----------------------
BUILDINGS BUILDINGS BUILDINGS
AND AND AND
ENCUMBRANCE LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS
----------- ----------- ------------ --------------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>

OFFICE
BUILDING:

Winston-
Salem,
North
Carolina
(E). . . . .$19,808,736 1,949,914 21,281,279 -- (9,925,935) 1,949,914 11,355,344

SHOPPING
CENTER:

Bristol,
Virginia. . . 7,143,016 621,242 14,811,832 180,461 8,070,363 801,703 22,882,195
----------- ---------- ---------- -------- ---------- --------- ----------
Total. .$26,951,752 2,571,156 36,093,111 180,461 (1,855,572) 2,751,617 34,237,539
=========== ========== ========== ======== ========== ========= ==========

</TABLE>

<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
TOTAL DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
------------- ---------------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>

OFFICE
BUILDING:

Winston-
Salem,
North
Carolina
(E). . . . . . . $13,305,258 6,005,412 1966/72 1/31/77 5-40 years 480,836

SHOPPING
CENTER:

Bristol,
Virginia. . . . . 23,683,898 12,468,511 1975 8/31/77 5-35 years 162,817
----------- ---------- -------
Total. . . . $36,989,156 18,473,923 643,653
=========== ========== =======
<FN>
_______________
Notes:

(A) The initial cost to the Partnership represents the original purchase price of the properties.
(B) The aggregate cost of the above real estate at December 31, 1996 for Federal income tax
purposes was approximately $51,335,000.
</TABLE>

<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

Balance at beginning of period . . . . . . . . . $ 32,689,890 32,489,970 31,641,230
Additions during period. . . . . . . . . . . . . 4,299,266 199,920 848,740
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . $ 36,989,156 32,689,890 32,489,970
============ ============ ============

(D) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . $ 17,870,466 16,993,790 16,084,364
Depreciation expense . . . . . . . . . . . . . . 603,457 876,676 909,426
------------ ------------ ------------

Balance at end of period . . . . . . . . . . . . $ 18,473,923 17,870,466 16,993,790
============ ============ ============

<FN>

(E) The Partnership contributed the net book value of this property in the amount of
$12,339,911 to a newly formed joint venture in 1986. Reference is made to the Notes
for a description of such transaction.

</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no changes or disagreements with accountants during fiscal
year 1996 and 1995.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers, directors, and members of their families and affiliates. JMB
has responsibility for all aspects of the Partnership's operations, subject
to the requirement that sales of real property must be approved by Messrs.
Neil G. Bluhm and Judd D. Malkin as the individual general partners of the
Partnership. The Partnership is subject to certain conflicts of interest
arising out of its relationships with the General Partners and their
affiliates as well as the fact that the General Partners and their
affiliates are engaged in a range of real estate activities. Certain
services have been and may in the future be provided to the Partnership or
its investment properties by affiliates of the General Partners, including
property management services and insurance brokerage services. In general,
such services are to be provided on terms no less favorable to the
Partnership than could be obtained from independent third parties and are
otherwise subject to conditions and restrictions contained in the
Partnership Agreement. The Partnership Agreement permits the General
Partners and their affiliates to provide services to, and otherwise deal
and do business with, persons who may be engaged in transactions with the
Partnership, and permits the Partnership to borrow from, purchase goods and
services from, and otherwise to do business with, persons doing business
with the General Partners or their affiliates. The General Partners and
their affiliates may be in competition with the Partnership under certain
circumstances, including, in certain geographical markets, for tenants for
properties and/or for the sale of properties. Because the timing and
amount of cash distributions and profits and losses of the Partnership may
be affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell or refinance a
property, the establishment and maintenance of reasonable reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.

The names, positions held and length of service therein of each
director and the executive and certain other officers of the Managing
General Partner are as follows:

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

Gary Nickele Executive Vice President and 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 7, 1997. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 7,
1997. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI
("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-
XVII"), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), JMB
Mortgage Partners, Ltd.-IV ("Mortgage Partners IV"), Carlyle Income Plus,
Ltd. ("Carlyle Income Plus") Carlyle Income Plus, L.P. II ("Carlyle Income
Plus-II") and the managing general partner of JMB Income Properties,
Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-VI ("JMB
Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income
Properties, Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB
Income-XI"), JMB Income Properties, Ltd.-XII ("JMB Income-XII"), and, JMB
Income Properties, Ltd.-XIII ("JMB Income-XIII"). JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships.

Most of the foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB, including Arvida/JMB
Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (a general partner of Arvida/JMB
Partners, L.P.-II ("Arvida-II")) and Income Growth Managers, Inc. (the
corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB Income-XI, JMB
Income-XII, JMB Income-XIII, Mortgage Partners-III, Mortgage Partners-IV,
Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.

The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:

Judd D. Malkin (age 59) is an individual general partner of JMB
Income-IV. Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin is a director of Urban Shopping Centers, Inc. ("USC, Inc."), an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers.

Neil G. Bluhm (age 59) is an individual general partner of JMB
Income-IV. Mr. Bluhm has been associated with JMB since August, 1970. Mr.
Bluhm is a director of USC, Inc. He is a member of the Bar of the State of
Illinois and a Certified Public Accountant.

Burton E. Glazov (age 58) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December of
1990. He is a member of the Bar of the State of Illinois and a Certified
Public Accountant.

Stuart C. Nathan (age 55) has been associated with JMB since July,
1972. Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President for JMB until
December, 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business. He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P. Since 1994, Mr. Schreiber has also
served as a trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. Mr.
Schreiber is also a director of USC, Inc. as well as a director for a
number of investment companies advised or managed by T. Rowe Price
Associates and its affiliates. He holds a Masters degree in Business
Administration from Harvard University Graduate School of Business.

H. Rigel Barber (age 47) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

Glenn E. Emig (age 49) has been associated with JMB since December,
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

Gary Nickele (age 44) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

Gailen J. Hull (age 48) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

Howard Kogen (age 61) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Managing General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses. Reference is made to the Notes for a
description of such transactions, distributions and allocations. In 1996,
1995 and 1994 cash distributions of $1,083, $1,910 and $1,963 were paid,
respectively, to the General Partners.

JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the Wachovia
Bank Building and Phillips Building in Winston-Salem, North Carolina
through the date of its sale in December, 1994 at fees calculated at 3-1/2%
of gross income. JMB Retail Properties Company (renamed Urban Retail
Properties Company as of March 15, 1995), an affiliate of the Managing
General Partner, provided property management services to the Partnership
for the Dutchess Mall in Fishkill, New York (through date of disposition)
and the Bristol Mall in Bristol, Virginia at fees calculated at 5%
(Dutchess Mall and Bristol Mall) of gross income from the properties. In
1996, such affiliates earned property management and leasing fees amounting
to $256,738. As of December 31, 1996, management and leasing fees due to
such affiliates in the amount of $1,343,057 remain unpaid. As set forth in
the Prospectus of the Partnership, the Managing General Partner must
negotiate such agreements on terms no less favorable to the Partnership
than those customarily charged for similar services in the relevant
geographical area (but in no event for a fee greater than 5% of the gross
income from a property), and such agreements must be terminable by either
party thereto, without penalty, upon 60 days' notice.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1996
aggregating $22,546 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage involved.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1996, the
Managing General Partner earned reimbursements for such out-of-pocket
expenses in the amount of $56,489, of which $24 was unpaid as of December
31, 1996.

The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner. The relationship of
the Managing General Partner (and its officers and directors) to its
affiliates is set forth in Item 10 above and Exhibit 21 hereto.

<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The following group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership Liquidity Financial 2,642.84 Interests 6.86%
Interests Corporation indirectly (as invest-
1900 Powell Street ment manager or, through
Suite 730 Emeryville, affiliated entities,
California 94608 general partner of 15
separate investment funds)

Limited Partnership Equity Resources Group, 2,634.25 Interests 6.80%
Interests Incorporated indirectly (as invest-
14 Story Street ment manager or, through
Cambridge, affiliated entities,
Massachusetts 02138 general partner of 4
separate investment funds)
<FN>

(b) The Managing General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:

</TABLE>

<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 5 Interests Less than 1%
directly

Limited Partnership Managing General Partner 5 Interests Less than 1%
Interests its officers and directly
directors and the Associate
General Partner as a group

<FN>

No officer or director of the Managing General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

Reference is made to Item 10 for information concerning ownership of the Managing General Partner.

(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) Financial Statements. (See Index to Financial
Statements filed with this annual report).

(2) Exhibits.

3-A.* The Prospectus of the Partnership dated August
15, 1977, as supplemented September 20, 1977, filed with the Commission
pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by
reference. Certain pages of the Prospectus are incorporated herein by
reference.

3-B.* Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which is incorporated
herein by reference and which agreement is hereby incorporated herein by
reference.

4-A. Documents relating to the refinancing of the
mortgage loan, dated October 17, 1986, secured by the Wachovia Bank
Building and Phillips Building office buildings in Winston-Salem, North
Carolina are hereby incorporated by reference to the Partnership's Report
on Form 10-K (File No. 0-8716) dated March 19, 1993.

4-B. Documents relating to the mortgage loan secured
by the Bristol Mall shopping center in Bristol, Virginia are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-8716) dated October 17, 1977.

4-C. Documents relating to the construction loan,
dated July 25, 1996 secured by the Bristol Mall shopping center in Bristol,
Virginia are hereby incorporated by reference to the Partnership's Report
on Form 10-Q (File No. 0-8716) dated November 8, 1996.

4-D. Modification and extension agreement related to
the mortgage loan secured by the Wachovia Bank Building and Phillips
Building, office buildings in Winston Salem, North Carolina, effective
November 1, 1996 is filed herewith.

10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Wachovia Bank Building and Phillips
Building in Winston Salem, North Carolina are hereby incorporated by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-58026) dated September 20, 1977.

10-B. Acquisition documents relating to the purchase by
the Partnership of the Bristol Mall shopping center in Bristol, Virginia
are hereby incorporated by reference to the Partnership's Report on Form 8-
K (File No. 0-8716) dated October 17, 1977.

21. List of Subsidiaries.

24. Powers of Attorney.

27. Financial Data Schedule

----------

* Previously filed as Exhibits 3-A and 3-B, respectively, to
the Partnership's Report for December 31, 1992 on Form 10-K of the
Securities Exchange Act of 1934 (File no. 0-8716) filed on March 19, 1993
and hereby incorporated herein by reference.

(b) No Reports on Form 8-K were filed since the beginning of the
last quarter of the period covered by this report.

No annual report for the fiscal year 1996 has been sent to the
Partners of the Partnership. An annual report will be sent to the Partners
subsequent to this filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

JMB INCOME PROPERTIES, LTD. - V

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 21, 1997

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.

By: JMB Realty Corporation
Managing General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 21, 1997

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 21, 1997

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 21, 1997

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 21, 1997

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 21, 1997

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 21, 1997

STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 21, 1997

*By: GAILEN J. HULL, Pursuant to a Power of Attorney

GAILEN J. HULL
By: Gailen J. Hull
Attorney-in-Fact
Date: March 21, 1997

JMB INCOME PROPERTIES, LTD. - V

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Certain pages of the
Prospectus of the Partnership
dated August 15, 1977 as
supplemented September 20, 1977 Yes

3-B. Amended and Restated Agreement
of Limited Partnership Yes

4-A. Refinancing loan documents
related to the Wachovia Bank
Building and Phillips Building Yes

4-B. Mortgage loan documents
related to the Bristol Mall Yes

4-C. Documents relating to the
construction loan dated July 25,
1996 secured by the Bristol Mall
Shopping Center Yes

4-D. Modification and extension
documents related to the
Wachovia Bank Building and
Phillips Building No

10-A. Acquisition documents related
to the Wachovia Bank Building
and Phillips Building Yes

10-B. Acquisition documents related
to the Bristol Mall Yes

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 4-D
- -----------

PREPARED BY AND RETURN TO:
- -------------------------

Philip M. Battles, III, Esq.
Hunton & Williams
1900 K Street, N.W.
Washington, DC 20006

MODIFICATION AND EXTENSION AGREEMENT
------------------------------------

STATE OF NORTH CAROLINA }
}
COUNTY OF FORSYTH }

This MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is made
effective as of the 1st day of November, 1996, by and between the STATE
STREET BANK AND TRUST COMPANY, AS TRUSTEE ("Noteholder") FOR THE
REGISTERED
HOLDERS OF FDIC REMIC TRUST 1994-C1, COMMERCIAL MORTGAGE
PASS-THROUGH
CERTIFICATES, SERIES 1994-C1, whose servicer is BANC ONE MANAGEMENT AND
CONSULTING CORPORATION ("BOMCC"); WACHOVIA BUILDING ASSOCIATES, L.P.
(the
"Borrower"), and PHILIP M. BATTLES, III, sole acting substitute trustee
pursuant to a deed of appointment of substitute trustee (the "Trustee").

PRELIMINARY STATEMENTS
----------------------

WHEREAS, American Savings Bank, FSB, a federal stock savings bank
(the "Bank") made a loan ("Loan") to Borrower on October 15, 1986, in the
maximum principal amount of TWENTY-TWO MILLION AND 00/100 DOLLARS
($22,000,000.00); and

WHEREAS, Borrower executed and delivered to the Bank that certain
Deed of Trust Note dated October 15, 1986 (as same may have been heretofore
amended, the "Note") payable to the order of the Bank in the amount of and
evidencing the Loan; and

WHEREAS, Borrower executed and delivered (i) that certain Deed of
Trust and Security Agreement dated of even date with the Note (as same may
have been heretofore amended, the "Deed of Trust") to John J. Jernigan,
Esq., as trustee (the "Original Trustee") for the benefit of the Bank
recorded in Book 1569, at page 0878 among the records of the Register of
Deeds, Forsyth County, North Carolina (the "Land Records") covering the
real property described in EXHIBIT "A" attached hereto and incorporated
herein for all purposes, together with all improvements, appurtenances,
other properties (whether real or personal), rights and interests described
in and encumbered by the Deed of Trust ("Property"), and (ii) the certain
Collateral Assignment of Leases and Rents dated of event date with the Note
(as same may have been heretofore amended, the "Assignment") to secure the
payment of the Note and performance by Borrower of the other obligations
set forth in the Security Documents (as herein defined); and

WHEREAS, Borrower caused to be issued by Ticor Title Insurance
Company (since merged into Chicago Title Insurance Company, hereinafter the
"Title Company") that certain Policy of Title Insurance (together with all
amendments and endorsements thereto, the "Policy") No. L9032376, dated
October 16, 1986, in the amount of the Note, insuring the dignity and
priority of the lien created and evidenced by the Deed of Trust; and

WHEREAS, the FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") became
the owner and holder of the Note and the beneficiary, secured party and/or
assignee under the other Security Documents (hereinafter defined) as
successor-in-interest to certain assets of the failed Bank; and

WHEREAS, Noteholder is now the owner and holder of the Note and the
beneficiary, secured party and/or assignee under the other Security
Documents (hereinafter defined) as successor-in-interest; and

WHEREAS, Noteholder and Borrower now propose to modify certain of the
terms and provisions of the Note, the Deed of Trust, the Assignment and the
other related documents executed by Borrower pertaining to, evidencing or
securing the Loan (collectively, the "Security Documents").

NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Noteholder and Borrower hereby agree as follows:

1. REINSTATEMENT; NO NOVATION. Notwithstanding the prior maturity
of the Note [11/1/96], all of the Security Documents (including, without
limitation, the Note) are reinstated and are deemed to be continuing in
full force and effect (and are not extinguished). All monies due and
payable under the Note shall continue to be due and payable in accordance
with the terms of the Note, as modified by this Agreement. Nothing herein
contained shall affect or impair the validity or priority of the lien and
security interests under the Deed of Trust or under any of the other
Security Documents, which are hereby renewed and extended in accordance
with the terms of this Agreement. The parties hereto confirm and agree
that this Agreement is not and is not intended to be a novation of the
Note.

2. DELINQUENT CHARGES. Contemporaneously with the execution and
delivery of this Agreement, and as consideration for Noteholder's agreement
to enter into this Agreement, Borrower shall remit to Noteholder cash funds
sufficient to pay all unpaid taxes, if any, insurance premiums, if any,
overdue monthly payments of principal, and interest, together with late
charges that are due under the Note,if any, and any other outstanding
charges due to Noteholder under the Security Documents.

3. PAYMENT OF EXTENSION FEE. Contemporaneously with the execution
and delivery of this Agreement, Borrower shall remit to BOMCC cash funds in
the amount of $99,163.10, which sum shall be in payment of a
reprocessing/re-underwriting extension fee due to BOMCC as additional
consideration for the extension of the maturity date of the Note as set
forth herein.

4. CONFIRMATION OF OUTSTANDING PRINCIPAL BALANCE. Borrower and
Noteholder agree that the outstanding principal balance of the Note as of
November 1, 1996 is $19,832,619.77.

5. REAFFIRMATION OF DEED OF TRUST. Except as specifically
modified by this Agreement, the terms and provisions of the Deed of Trust
are hereby ratified and confirmed and remain in full force and effect. The
Deed of Trust, as modified hereby, continues to secure the obligations of
the Borrower under the Loan, with the same lien priority as immediately
prior to the execution and delivery hereof. Borrower hereby reaffirms all
of the covenants, representations and warranties made by the Borrower in
the Deed of Trust, including, without limitation, the Borrower's covenant
to keep the Property free from all liens, mortgages, deeds of trust and
security interests of every kind and nature other than the lien of the Deed
of Trust, as set forth in paragraph 4 of the Deed of Trust.

6. EXTENSION OF MATURITY. The maturity date of the Note is hereby
extended until November 1, 2001 (the "Maturity Date"), when the unpaid
principal balance of the Note, together with all accrued but unpaid
interest thereon, shall, unless made payable earlier as provided herein or
in any of the Security Documents, be due and payable. Borrower hereby
renews and extends, but does not extinguish, the Note and the liens,
security interests and assignments created and evidenced by the Deed of
Trust and other Security Documents, and in this regard all of the Security
Documents are hereby renewed and modified by extending the maturity date
thereof as set forth above. Borrower covenants to observe, comply with and
perform each of the terms and provisions of the Security Documents, as
modified hereby.

7. PAYMENT OF THE NOTE. Notwithstanding anything contained herein
or in the Note or the Deed of Trust to the contrary, the Note shall be due
and payable in monthly installments of principal and interest in the amount
$181,718.09, commencing on December 1, 1996, and continuing on the same day
of each successive month thereafter until the Maturity Date, or as earlier
provided in the Security Documents. Each monthly installment shall be
applied first to accrued and unpaid interest, and then the principal as
provided for in the Deed of Trust.

8. INTEREST RATE. Notwithstanding anything contained in the Note
to the contrary, effective as of November 1, 1996, interest on the
principal balance of the Note, as modified hereby, from time to time
remaining unpaid prior to maturity shall accrue and be payable at the rate
of NINE AND 55/100 percent (9.55%) per annum. Interest on the Note shall
be calculated at a daily rate based on a 30-day month and a 360-day year,
but never in excess of the Maximum Lawful Rate. As used herein, the term
"Maximum Lawful Rate" means at any time the highest rate of interest
permitted by applicable law.

9. SUBSTITUTION OF NOTEHOLDER. Effective as of the date
Noteholder acquired the Note, Deed of Trust and other Security Documents,
for the purpose of clarifying the names of the parties in the Security
Documents, and the beneficial owner in, of and as set forth in the Security
Documents, Noteholder shall be substituted as the payee under the Note, the
named beneficiary under the Deed of Trust, and the lender and/or secured
party under all of the other Security Documents and the Security Documents
are hereby so modified in each respect.

10. ENVIRONMENTAL PROTECTION OBLIGATION. The following covenants,
representations, warranties, obligations, agreements of indemnity and
related agreements are collectively referred to as Borrower's
"ENVIRONMENTAL PROTECTION OBLIGATION" and are in addition to any
environmental representations, warranties and covenants of the Borrower set
forth in the Deed of Trust:

(a) Borrower represents and covenants that (i) Borrower will not
hereafter cause or (with respect to the Property) knowingly permit to
occur, a discharge, spillage, uncontrolled loss, seepage or filtration
(hereinafter referred to as a "SPILL") of oil or petroleum or chemical
liquids or solids, liquid or gaseous products or hazardous waste, or
hazardous substance as those terms are used in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as the same
may be amended from time to time (hereinafter referred to as the "ACT") at,
upon, under or within the Property or any contiguous real estate; (ii) to
the best of its knowledge, Borrower has not been and will not be involved
in operations at or in the Property which could lead to the imposition on
Borrower of liability, or the creation of a lien on the Property, under the
Act or under any similar applicable laws or regulations; and (iii) Borrower
has not and will not knowingly permit any tenant or occupant of the
Property to engage in any activity that could lead to the imposition of
liability on such tenant or occupant, Borrower or any owner of any of the
Property, or the creation of a lien on the Property, under the Act or any
similar applicable laws or regulations;

(b) Borrower shall comply strictly and in all respects with the
requirements of the Act and related regulations and with all similar
applicable laws and regulations and shall notify Noteholder promptly in the
event Borrower is notified of any Spill or location of hazardous substance
upon the Property in violation of the Act, and shall promptly forward to
Noteholder copies of all orders, notices, permits, applications or other
communications and reports issued by or to any governmental agency having
jurisdiction over the Property (and any report prepared by an environmental
consultant) in connection with any Spill or the Act or related regulations
or any similar applicable laws or regulations, as they may affect the
Property;

(c) If Noteholder has reasonable cause to believe that a Spill or a
violation of the Act or a breach of Borrower's obligations under this
section entitled "Environmental Protection Obligation" may exist (whether
or not such Spill, violation or breach is ultimately found to exist)
Borrower, promptly upon the reasonable written request of Noteholder from
time to time, shall provide Noteholder with an environmental site
assessment or environmental audit report, or an update of such an
assessment or report, all in scope, form and content reasonably
satisfactory to Noteholder, at Borrower's expense;

(d) Except to the extent arising from an act of Noteholder or an act
of Noteholder's agent or contractors or to the extent the same first
accrues after Noteholder or its successors or assigns becomes the owner of
the Property, Borrower shall indemnify Noteholder and hold Noteholder
harmless from and against all unrelated third party claims (including any
loss, liability, damage and expense, including reasonable attorneys' fees,
suffered or incurred as a result thereof by Noteholder, whether as holder
of the Deed of Trust, as mortgagee in possession or as successor in
interest to Borrower as owner of the Property by virtue of foreclosure or
acceptance of a deed in lieu of foreclosure) arising (i) on account of a
violation of any federal, state or local law, regulation or ordinance
relating to environmental regulation including, but not limited to the
following, as the same may be amended from time to time: (a) the Resource
Conservation and Recovery Act of 1976; (b) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980; (c) Superfund Amendments
and Reauthorization Act of 1986; or (d) Environmental Protection Agency
regulations promulgated thereunder (collectively the "Hazardous Substance
Laws"); or (ii) with respect to any other matter affecting the Property
within the jurisdiction of the federal Environmental Protection Agency or
pursuant to the Hazardous Substance Laws and in the regulations adopted
pursuant to the Hazardous Substance Laws; and

(e) In the event of any Spill or hazardous substance affecting the
Property in violation of the Act, or if Borrower shall fail to comply with
the provisions of this section entitled "Environmental Protection
Obligation" or any of the requirements of the Hazardous Substance Laws
regulations or any other environmental law or regulation, Noteholder may,
at Noteholder's election, but without the obligation to do so, give such
notices and/or cause such work to be performed at the Property and/or take
any and all other actions as Noteholder, in Noteholder's reasonable
discretion, shall deem necessary or advisable in order to remedy said Spill
or cure said failure of compliance and any reasonable amounts paid as a
result thereof, together with interest thereon at the default rate as set
forth in the Note from the date of payment by Noteholder, shall be due and
payable by Borrower to Noteholder after thirty (30) days demand by
Noteholder of Borrower therefor, and until paid shall be added to and
become a part of the Indebtedness and shall have the benefit of the lien
hereby created as a part thereof.

Notwithstanding anything contained in this section 10 to the
contrary, in the event the terms, provisions and conditions of the Deed of
Trust with respect to environmental matters conflicts with any terms,
provisions and conditions of this section 10, such terms, provisions and
conditions of this section 10 shall control.

Borrower and Noteholder acknowledge the existence of asbestos at the
Property. The existence of asbestos shall not be a Default under the
Security Documents. However a Default under the Security Documents shall
occur in the event Borrower receives notice issued by any governmental
agency having jurisdiction over the Property that remediation for the
asbestos at the Property is required and Borrower fails to accomplish such
remediation within the requisite time period.

11. TITLE INSURANCE. Contemporaneously with the execution and
delivery hereof, the Borrower shall cause the Title Company to issue with
respect to the Policy, an endorsement, in form and substance satisfactory
to Receiver, to update the Policy, insure the validity of the original lien
position of the Deed of Trust, as modified, with respect to the Property,
and confirm that the Policy is still in effect and unimpaired,
notwithstanding the terms and provisions hereof.

12. ACKNOWLEDGMENT BY BORROWER. Except as otherwise specified
herein, the terms and provisions hereof shall in no manner impair, limit,
restrict, or otherwise affect the obligations of Borrower or any third
party to Noteholder, as evidenced by the Security Documents. Borrower
hereby acknowledges, agrees and represents that (i) Borrower is indebted to
Noteholder pursuant to the terms of the Note as reinstated and modified
hereby; (ii) the liens, security interests and assignments created and
evidenced by the Security Documents are, respectively, valid and subsisting
liens, security interests and assignments of the respective dignity and
priority recited in the Security Documents; (iii) there are no claims or
offsets against, or defenses or counterclaims to, the terms or provisions
of the Security Documents; (iv) Borrower has no claims, offsets, defenses
or counterclaims arising from any of Noteholder's acts or omissions with
respect to the Property, the Security Documents or Noteholder's performance
under the Security Documents or with respect to the Property; (v) to the
best of Borrower's knowledge, the representations and warranties contained
in the Security Documents are materially true and correct representations
and warranties of Borrower, as of the date of this Agreement; and (vi)
Noteholder is not in default and no event has occurred which, with the
passage of time, giving of notice, or both, would constitute a default by
Noteholder of Noteholder's obligations under the terms and provisions of
the Security Documents. To the extent Borrower now has any claims,
offsets, defenses or counterclaims against Noteholder or the repayment of
all or a portion of the Loan, whether known or unknown, fixed or
contingent, the same are hereby forever irrevocably waived and released in
their entirety.

13. CERTIFICATION WITH RESPECT TO LEASES AT THE PROPERTY.
The Borrower hereby certifies, acknowledges and agrees as follows:

A. The following leases (collectively, the "Leases"), are
all of the Leases now in existence at the Property:

(i) _______________________________________
_______________________________________
_______________________________________

(ii) _______________________________________
_______________________________________
_______________________________________

B. Each of the Leases is in full force and effect, neither
of the Leases has been modified in any respect whatsoever and each of the
Leases constitutes the complete agreements between the parties thereto with
respect to the leasing of the Property.

C. To the best of the Borrower's knowledge,
______________________ and ________________________ (collectively, the
"Lessees") have performed all of their respective obligations under the
Leases.

D. The Borrower asserts no claim (a) of delinquency, default
interest or amounts due and owing with respect to the payment of rent or
other charges payable under either of the Leases or (b) against either of
the Lessees with respect to any respective obligation of either of the
Lessees under the Leases.

E. The Borrower is not aware of any fact or circumstance
that, by itself or with the giving of notice or the passage of time or
both, would constitute a default by either of the Lessees under the Leases.

F. Neither of the Lessees has been granted any options,
reduced or free rent or other concessions or rights except as expressly set
forth in the Leases.

G. The Borrower has received no notice and has no actual
knowledge of any prior assignment, hypothecation or pledge of either of the
Lessees' rights under the Leases.

H. To the best of the Borrower's knowledge, each of the
Lessees' respective rights under the Leases have not been assigned (in
whole or in part) and the Property has not been sublet (in whole or in
part).

I. The Borrower shall not agree to any alteration,
modification, amendment or termination of any Lease to a Lessee that
occupies more than 2,500 square feet of space on the Property which shall
create rights in the Property in any tenant other than the Lessees, or
reduce the Noteholder's rights under the Security Documents, as modified by
this Agreement, without Noteholder's consent.

14. RELEASES, COVENANTS NOT TO LITIGATE, ASSIGNMENTS AND
INDEMNIFICATION. In consideration for the renewal, extension and/or
restructure of the Note, Borrower hereby agrees as follows (Borrower is
herein sometimes referred to as "Releasing Parties"):

A. Effective as of the date of execution of this Agreement,
each of the Releasing Parties hereby: (i) fully and finally acquits,
quitclaims, releases and discharges each of the Released Parties (the term
"Released Parties" shall be defined as Noteholder, BOMCC, and their
respective officers, directors, shareholders, representatives, employees,
agents and attorneys) of and from any and all obligations, claims,
liabilities, damages, demands, debts, liens, deficiencies or cause or
causes of action (including claims and causes of action for usury) to, of
or for the benefit (whether directly or indirectly) of the Releasing
Parties, or any or all of them, at law or in equity, known or unknown,
contingent or otherwise, whether asserted or unasserted, whether now known
or hereafter discovered, whether statutory, in contract or in tort, as well
as any other kind or character of action now held, owned or possessed as of
the date hereof (whether directly or indirectly) by the Releasing Parties
or any or all of them on account of, arising out of, related to or
concerning, whether directly or indirectly, proximately or remotely (x) the
Note or any of the Security Documents, or (y) this Agreement; (ii) waives
any and all defenses to payment of the Note for any reason existing as of
the date of execution of this Agreement; and (iii) waives any and all
defenses, counterclaims or offsets to the Security Documents existing as of
the date of execution of this Agreement (collectively, the "Released
Claims");

B. In addition to the releases contained hereinabove, and
not in limitation thereof, each of the Releasing Parties hereby agrees that
none of them shall ever prosecute, or voluntarily aid in the prosecution
of, any of the Released Claims, whether by claim, counter-claim or
otherwise;

C. If, and to the extent that, any of the Released Claims
are, for any reason whatsoever, not released and discharged pursuant to the
provisions of paragraph (a) above, each of the Releasing Parties hereby
absolutely and unconditionally grants, sells, bargains, transfers, assigns
and conveys unto Noteholder each and every of the Released Claims and any
proceeds, settlements and distributions relating thereto; and

D. Each of the Releasing Parties hereby expressly agrees to
indemnify and hold harmless the Released Parties, and each of them, of and
from any and all obligations, claims, liabilities, damages, demands, debts,
liens, costs and expenses of any of such Released Parties, that may be
asserted or may arise, whether directly or indirectly, proximately or
remotely, in connection with (i) any claim or assertion that Noteholder, or
any of the Released Parties, must disgorge or otherwise return to the
Releasing Parties any sums heretofore paid or credited on to or in
connection with the Note and/or (ii) any claim or assertion by the
Releasing Parties with respect to the execution or delivery of, or the
consummation of, the transactions contemplated by, this Agreement.

15. NO WAIVER OF REMEDIES. Except as may be expressly set forth
herein, nothing contained in this Agreement shall prejudice, act as, or be
deemed to be a waiver of any right or remedy available to Noteholder by
reason of the occurrence or existence of any fact, circumstance or event
constituting a default under the Note or the other Security Documents, save
and except any monetary defaults prior to the date of this Agreement which
defaults are hereby expressly waived.

16. INTEREST LIMITATION. The Note shall be governed by and
construed in accordance with North Carolina law and applicable federal law.

The parties hereto intend to conform strictly to the applicable usury laws.

In no event, regardless of any provisions contained therein or in any other
document executed or delivered in connection herewith, shall Noteholder or
BOMCC ever be deemed to have contracted for or be entitled to receive,
collect or apply as interest on the Loan, any amount in excess of the
maximum amount permitted by applicable law. In no event, whether by reason
of demand for payment, prepayment, acceleration of the maturity hereof or
otherwise, shall the interest contracted for, charged or received by
Noteholder hereunder or otherwise exceed the maximum amount permissible
under applicable law. If from any circumstance whatsoever interest would
otherwise be payable to Noteholder in excess of the maximum lawful amount,
the interest payable to Noteholder shall be reduced automatically to the
maximum amount permitted by applicable law. If Noteholder shall ever
receive anything of value deemed interest under applicable law which would
apart from this provision be in excess of the maximum lawful amount, an
amount equal to any amount which would have been excessive interest shall
be applied to the reduction of the principal amount owing hereunder in the
inverse order of its maturity and not to the payment of interest, or if
such amount which would have been excessive interest exceeds the unpaid
balance of principal hereof, such excess shall be refunded to Borrower.
All interest paid or agreed to be paid to Noteholder shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full stated term (including any renewal or extension) of
such indebtedness so that the amount of interest on account of such
indebtedness does not exceed the maximum permitted by applicable law. The
provisions of this paragraph shall control all existing and future
agreements between Borrower and Noteholder.

17. NOTICES. All notices or other communications required or
permitted to be given pursuant to the Security Documents or hereto (except
for notice of a foreclosure sale which shall be given in the manner
specifically set forth in the Deed of Trust or by applicable law) shall be
in writing and shall be deemed served and given on the earlier of (i) the
date of receipt indicated on the return receipt of notices sent, properly
addressed to the designated address of the addressee as set forth below,
postage prepaid, registered or certified mail with return receipt requested
or (ii) at the time of delivery to the designated address of the addressee
set forth below by a third party commercial delivery service. Notice given
in any other manner shall be effective only if and when received by the
addressee. For purposes of notices, the addresses of the parties shall be
as follows:

NOTEHOLDER: STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
("Noteholder") FOR THE REGISTERED HOLDERS OF FDIC REMIC TRUST 1994-C1,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1994-C1, successor
in
interest to American Savings Bank, FSB,
c/o Banc One Management and Consulting
Corporation
1717 Main Street, 12th Floor
Bank One Center
Dallas, Texas 75201
Attn: Helen Hernandez

BORROWER: Wachovia Building Associates, L.P.
c/o JMB Realty Corporation
900 N. Michigan Avenue, 12th Floor
Chicago, IL 60611
Attn: Tom Bennett

with a copy to:

Pircher, Nichols & Meeks
1999 Avenue of the Stars
Los Angeles, CA 90067
Attn: Stevens A. Carey, Esq.

Either party shall have the right to change its address for notice
hereunder and under the other Security Documents to any other location
within the continental United States by notice to the other party of such
new address at least thirty (30) days prior to the effective date of such
new address.

18. FURNISHING INFORMATION. Borrower agrees that Noteholder may
furnish any financial or other information concerning Borrower heretofore
or hereafter provided by Borrower to Noteholder to any prospective or
actual purchaser of any participation or other interest in the Loan or to
any prospective or actual purchaser of any securities issued or to be
issued by Noteholder.

19. COSTS AND EXPENSES. Contemporaneously with the execution and
delivery hereof, Borrower shall pay, or cause to be paid, all reasonable
costs and expenses incident to the preparation, execution and recordation
hereof and the consummation of the transaction contemplated hereby,
including, but not limited to, reasonable ATTORNEYS' FEES AND CHARGES
INCURRED BY Noteholder, recording fees, title insurance policy or
endorsement premiums or other charges of the Title Company. To the extent
not prohibited by applicable law, Borrower will pay all reasonable costs
and expenses and reimburse Noteholder for any and all reasonable
expenditures of every character incurred or expended from time to time
during the existence of any default beyond the expiration of any applicable
notice or cure period hereunder or under the Security Documents, in
connection with Noteholder's evaluating, monitoring, administering, and
protecting the Property, and creating, perfecting and realizing upon
Noteholder's security interest in its liens upon the Property, and all
costs and expenses, including, without limitation, all appraisal fees,
consulting fees, filing fees, taxes, brokerage fees and commissions, fees
incident to any security interest lien and other title searches and
reports, escrow fees, attorney's fees, legal expenses, court costs, costs
incurred in connection with liquidation or sale of the Property, and all
other reasonable professional fees. Any amount to be paid under this
section by Borrower to Noteholder shall bear interest from the date of
demand at the Maximum Rate, to the extent not prohibited by applicable law.

20. CONDITIONS/COVENANTS. It shall be a condition to the
effectiveness of this Agreement that, on or before the execution hereof by
Noteholder, (i) Borrower shall have paid the Noteholder (a) all unpaid
taxes, insurance premiums, overdue monthly payments of principal and
interest due and payable hereunder on the date of execution hereof,
together with any late charges due under the Note and any other outstanding
charges due to Noteholder under the Security Documents referred to in
section 2 hereinabove, (b) the reprocessing/re-underwriting extension fee
referred to in section 3 hereinabove, (c) attorneys' fees and charges
incurred by Noteholder, referred to in section 19 hereinabove, and (d) the
recording fees and any title insurance policy or endorsement premiums due
to the Title Company referred to in section 11 hereinabove. The
effectiveness of this Agreement shall also be conditioned on, prior to the
execution of this Agreement by Noteholder, (i) Borrower's satisfactory
completion, execution and delivery to Noteholder of a Notice to Borrower
About Federal Disaster Relief Assistance relating to the Property, and (ii)
Borrower's delivery to Noteholder or its counsel, in form satisfactory to
Noteholder and its counsel, of those items set forth in that certain letter
(including EXHIBIT "A" attached thereto) dated September 23, 1996, from
BOMCC to Borrower. Satisfactory completion of the conditions listed above
shall be evidenced by Noteholder's execution of this Agreement.

21. DEFAULT. A failure by Borrower to observe or perform any
covenant, term or provision of this Agreement, or if at any time any
representation or warranty which has been made by Borrower herein shall be
incorrect in any material respect, shall constitute a default under the
Note and other Security Documents, subject to the appropriate notice and
cure periods set forth in paragraph 19 of the Deed of Trust.

22. DEFAULT INTEREST. All more than 10 days past due principal of
and, to the extent permitted by applicable law, interest upon the Note
shall bear interest at the rate of eighteen percent (18%) per annum, but in
no event to exceed the Maximum Rate. The term "Maximum Rate", as used
herein, shall mean, with respect to the holder of the Note, the lesser of
(i) eighteen percent (18%) and (ii) the maximum nonusurious interest rate,
if any, that at any time, or from day to day, may be contracted for, taken,
reserved, charged, or received on the indebtedness evidenced by the Note,
under the laws which are presently in effect of the United States and the
State of North Carolina applicable to such holder and such indebtedness or,
to the extent permitted by law, under such applicable laws of the United
States and the State of North Carolina which may hereafter be in effect and
which allow a higher maximum nonusurious interest rate than applicable laws
now allow.

JMB BUSINESS DAY. Should the principal of, or any installment
of interest upon, the Note become due and payable on any day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day, and interest shall be payable with respect to such extension.

All payments of principal of and interest on the Note shall be made by
Borrower to Noteholder before 2:00 pm (local time) in federal or other
immediately available funds in care of Banc One Management and Consulting
Corporation, Servicer for State Street Bank and Trust Company, as trustee
for the Registered Holders of FDIC REMIC Trust 1994-C1, Commercial Mortgage
Pass-Through Certificates, Series 1994-C1, at 1717 Main Street, 12th Floor,
Bank One Center, Dallas, Texas 75201. Funds received after 2:00 pm (local
time) shall be treated for all purposes as having been received by
Noteholder on the Business Day next following the date of receipt of such
funds. "Business Day" shall mean any Monday through Friday upon which
national banks located in the State of Texas are open for business.

24. ADDITIONAL DOCUMENTATION. From time to time, Borrower shall
execute or procure and deliver to Noteholder such other and further
documents and instruments evidencing, securing or pertaining to the Loan or
the Security Documents as shall be reasonably requested by Noteholder so as
to evidence or effect the terms and provisions hereof.

25. EFFECTIVENESS OF THE SECURITY DOCUMENTS. Except as expressly
modified by the terms and provisions hereof, each of the terms and
provisions of the Security Documents are hereby ratified and shall remain
in full force and effect; provided, however, that any reference in any of
the Security Documents to the name of payee or secured party or beneficiary
or assignee thereunder, or to the Loan, the amount constituting the Loan,
any defined terms, or to any of the other Security Documents shall be
deemed, from and after the date hereof, to refer to Noteholder, the Loan,
the amount constituting the Loan, defined terms and to such other Security
Documents, as modified hereby.

26. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER SECURITY
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO BE
PERFORMABLE IN
NORTH CAROLINA, FORSYTH COUNTY, NORTH CAROLINA, AND SHALL BE
GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA,
AND THE APPLICABLE LAWS OF THE UNITED STATES.

27. WAIVER OF JURY TRIAL. DUE TO THE COMPLEXITY OF THE
TRANSACTION
CONTEMPLATED BY THE SECURITY DOCUMENTS, THE NOTEHOLDER AND THE
BORROWER
HEREBY ACKNOWLEDGE AND AGREE THAT A TRIAL BEFORE A JUDGE IS MORE
APPROPRIATE THAN A TRIAL BEFORE A JURY. THE Noteholder AND THE
BORROWER
HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUIT INVOLVING THE
ENFORCEMENT OF THE PROVISIONS OF ANY OF THE SECURITY DOCUMENTS, AND
GRANT
THE JUDGE PRESIDING OVER ANY SUCH SUIT FULL POWER AND AUTHORITY TO
DETERMINE ALL QUESTIONS OF FACT.

28. TIME. Time is of the essence in the performance of the
covenants contained herein and in the Security Documents.

29. BINDING AGREEMENT. This Agreement shall be binding upon the
respective heirs, executors, administrators, personal representatives,
successors and assigns of the parties hereto; provided, however, the
foregoing shall not be deemed or construed to (i) permit, sanction,
authorize or condone the assignment of all or any part of the Property or
any of Borrower's rights, titles or interests in and to the Property or any
rights, titles or interests in and to Borrower, except as expressly
authorized in the Security Documents, or (ii) confer any right, title,
benefit, cause of action or remedy upon any person or entity not a party
hereto, which such party would not or did not otherwise possess.

30. HEADINGS. The section headings are inserted for convenience of
reference only and shall in no way alter, amend, define or be used in the
construction or interpretation of the text of such section.

31. CONSTRUCTION. Whenever the context hereof so requires,
reference to the singular shall include the plural and likewise, the plural
shall include the singular; words denoting gender shall be construed to
mean the masculine, feminine or neuter, as appropriate; and specific
enumeration shall not exclude the general, but shall be construed as
cumulative of the general recitation.

32. SEVERABILITY. If any clause or provision of this Agreement is
or should ever be held to be illegal, invalid or unenforceable under any
present or future law applicable to the terms hereof, then and in that
event, it is the intention of the parties hereto that the remainder of this
Agreement shall not be affected thereby, and that in lieu of each such
clause or provision of this Agreement that is illegal, invalid or
unenforceable, such clause or provision shall be judicially construed and
interpreted to be as similar in substance and content to such illegal,
invalid or unenforceable clause or provision, as the context thereof would
reasonably suggest, so as to thereafter be legal, valid and enforceable.

33. COUNTERPARTS. To facilitate execution, this Agreement may be
executed in as many counterparts as may be convenient or required. It
shall not be necessary that the signature and acknowledgment of, or on
behalf of, each party, or that the signature and acknowledgment of all
persons required to bind any party, appear on each counterpart. All
counterparts shall collectively constitute a single instrument. It shall
not be necessary in making proof of this Agreement to produce or account
for more than a single counterpart containing the respective signatures and
acknowledgment of, or on behalf of, each of the parties hereto.

34. NO ORAL AGREEMENTS. In consideration of the modification of
the Loan as provided herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto (i) agree that each party's execution of this Agreement constitutes
an acknowledgement that such party has read and understands this Agreement,
and that it is intended to be part of and is incorporated by reference into
each of the Security Documents; (ii) acknowledges receipt of the following
Notice, and (iii) to the extent allowed by law, agrees to be bound by the
terms of this Agreement and the Notice:

NOTICE: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS
LOAN CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE
PARTIES.

THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO
THE LOAN.

35. TRUSTEE CONSENT. Trustee executes this Agreement at the
direction of Noteholder, and with Noteholder's consent, which consent is
evidenced by Noteholder's signature affixed hereto, to evidence its consent
to the modification effected hereby.

36. JOINDER OF SUBORDINATE LIEN HOLDER. JMB Income Properties,
Ltd.-V, is the owner and holder of a lien (the "Subordinate Lien") on all
or a portion of the Property, which lien is subordinate to the lien created
by the Deed of Trust. The Subordinate Lien was created by that certain
Deed of Trust, dated as of July 31, 1986, and recorded August 1, 1986 in
Book 1556, Page 2108 of the Land Records securing a loan (the "Subordinate
Loan"). By its execution below, Subordinate Lienholder hereby acknowledges
each of the terms and provisions of the above Modification Agreement and
agrees that the Subordinate Loan was, is and continues to be subordinate to
the lien created by the Deed of Trust and further agrees that Borrower's
execution, delivery and performance of the Modification Agreement, does not
cause the lien of the Deed of Trust to become subordinate to the
Subordinate lien.

37. FINANCIAL STATEMENTS. The Borrower hereby covenants and agrees
to provide the Noteholder with quarterly operating statements of the
Borrower relating to the Property within thirty (30) days after the
expiration of each calendar quarter during the term of the Loan and to
provide the Noteholder with annual financial statements of the Borrower
relating to the Property within sixty (60) days after the end of each
calendar year during the term of the Loan. In addition, the Borrower
hereby covenants and agrees to provide the Noteholder with a copy of its
federal income tax return for each year during the term of the Loan within
thirty (30) days after the filing of same, and to provide the Noteholder
with such other financial information relating to the Property as the
Noteholder may reasonably request.

38. LIMITATION OF LIABILITY. Notwithstanding anything to the
contrary in this Agreement or in any other documents executed in connection
herewith, the provisions of the last paragraph on page 5 of the Note (which
paragraph continues on the top of page 6 of the Note) are hereby
incorporated herein by this reference as though herein set forth in full
and (a) shall apply to this Agreement and all documents executed in
connection herewith (the "Modification Documents") and for this purpose
"Other Security Documents" (as used in such paragraph) shall be deemed to
include the Modification Documents and (b) shall continue to apply to all
Security Documents (including the Note), as modified by the Modification
Documents.

EXECUTED as of, although not necessarily on, the date and year first
above written.

Witness/Attest: NOTEHOLDER:

STATE STREET BANK AND TRUST COMPANY, as Trustee,
for the registered holders of FDIC REMIC Trust 1994-C1, Commercial Mortgage
Pass-Through Certificates, Series 1994-C1

By: BANC ONE MANAGEMENT AND CONSULTING
CORPORATION, Servicer, pursuant to that certain Pooling and Servicing
Agreement dated as of July 8, 1994 among State Street Bank and Trust
Company, Banc One Management and Consulting Corporation and others

By: (SEAL)
Name: ___________________________,
Title ___________________________

BORROWER:

Attest WACHOVIA BUILDING ASSOCIATES, L.P.

By: JMB Income Properties, LTD.-V, General
Partner

By: JMB Realty Corporation, general partner

______________________ By: (SEAL)
Name: ________________ Name: _______________________
Title: _______________ Title: ________________________

[corporate seal]

TRUSTEE:

(SEAL)
Philip M. Battles, III

SUBORDINATE LIENHOLDER: (the subordinate lienholder
joins herein solely to acknowledge and agree to the purposes set forth in
paragraph 37 of this Agreement)

JMB Income Properties, LTD.-V

By: JMB Realty Corporation, general partner

______________________ By: (SEAL)
Name: ________________ Name: ________________________________
Title: _______________ Title: ________________________________

[corporate seal]

State of }
}
County of }

This instrument was ACKNOWLEDGED before me, on the ______ day of
_________, 1996, by _____________, ________________ for BANC ONE MANAGEMENT
AND CONSULTING CORPORATION, Servicer, pursuant to that certain Pooling and
Servicing Agreement dated as of July 8, 1994 among State Street Bank and
Trust Company, Banc One Management and Consulting Corporation and others,
on behalf of State Street Bank and Trust Company, as Trustees for the
registered holders of FDIC REMIC Trust 1994-C1, Commercial Mortgage Pass-
Through Certificates, Series 1994-C1, in such capacity.

[S E A L] _____________________________________
NOTARY PUBLIC, State of Texas
My Commission Expires:

_________________________ _____________________________________
Printed Name of Notary Public

County of }
} to-wit:
State of }

I, _____________________, a Notary Public in and for the jurisdiction
aforesaid do hereby certify that ___________________ personally came before
me this day and acknowledged that s/he is ______________________, of JMB
Realty Corporation, general partner of JMB Income Properties, LTD.-V and
that by authority duly given and as the act of the corporation, the
foregoing instrument was signed in its name by its _________________ acting
as general partner JMB Properties, LTD.-V, general partner of Wachovia
Building Associates, L.P., an Illinois limited partnership, the Borrower
named therein and attested by its _________________, and seal with its
corporate seal.

Witness my hand and official stamp or seal this ____ day
of________________, 1996.

_____________________________________
Notary Public

My Commission expires:____________________________

[Notarial Seal]
District of Columbia, to-wit:

I, _____________________, a Notary Public in and for the jurisdiction
aforesaid do hereby certify that PHILIP M. BATTLES, III party to and who is
personally well known to me as the person who executed the foregoing and
annexed Agreement, personally appeared before me in said jurisdiction and
acknowledged the same to be his act and deed, and that he executed said
instrument for the purposes therein contained.

Given under my hand and seal this ____ day of________________, 1996.

_____________________________________
Notary Public

My Commission expires:____________________________

County of }
} to-wit:
State of }

I, _____________________, a Notary Public in and for the jurisdiction
aforesaid do hereby certify that ___________________ personally came before
me this day and acknowledged that s/he is ______________________, of JMB
Realty Corporation, and that by authority duly given and as the act of the
corporation, the foregoing instrument was signed in its name by its
_________________ acting as general partner of JMB Properties, LTD.-V , and
attested by its _________________, and seal with its corporate seal.

Witness my hand and official stamp or seal this ____ day
of________________, 1996.

_____________________________________
Notary Public

My Commission expires:____________________________

[Notarial Seal]

EXHIBIT "A"
-----------

LEGAL DESCRIPTION

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in Wachovia Building Associates,
an Illinois limited partnership which holds title to the Wachovia Bank and
Phillips Building in Winston-Salem, North Carolina. Reference is made to
the Notes to Consolidated Financial Statements filed with this annual
report for a description of the terms of such partnership agreement. The
Partnership's interest in the foregoing joint venture partnership and the
results of its operations are included in the consolidated financial
statements of the Partnership filed with this annual report.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - V, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.

H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer

GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

EXHIBIT 24

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.

NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm

JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin

A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks

STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE REGISTRANT'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996

<CASH> 9,717,478
<SECURITIES> 0
<RECEIVABLES> 1,341,237
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,058,715
<PP&E> 23,683,898
<DEPRECIATION> 12,468,511
<TOTAL-ASSETS> 30,258,324
<CURRENT-LIABILITIES> 4,108,800
<BONDS> 24,939,477
<COMMON> 0
0
0
<OTHER-SE> (11,887,238)
<TOTAL-LIABILITY-AND-EQUITY> 30,258,324
<SALES> 9,389,612
<TOTAL-REVENUES> 9,872,882
<CGS> 0
<TOTAL-COSTS> 5,520,095
<OTHER-EXPENSES> 190,336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,298,677
<INCOME-PRETAX> 1,863,774
<INCOME-TAX> 0
<INCOME-CONTINUING> 804,839
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 804,839
<EPS-PRIMARY> 20.28
<EPS-DILUTED> 20.28

</TABLE>