JMB INCOME PROPERTIES LTD IV, 10-K405, 1998-03-30

JMB INCOME PROPERTIES LTD IV
10-K405, 1998-03-30
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, 1997 Commission file number 0-8469

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

Illinois 36-2857658
(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

<PAGE>

TABLE OF CONTENTS

Page
----
PART I

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

Item 2. Properties . . . . . . . . . . . . . . . . . . 4

Item 3. Legal Proceedings. . . . . . . . . . . . . . . 6

Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . . 6

PART II

Item 5. Market for the Partnership's
Limited Partnership Interests
and Related Security Holder Matters. . . . . . 6

Item 6. Selected Financial Data. . . . . . . . . . . . 7

Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . 10

Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . . 12

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . . 13

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . 33

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . . 33

Item 11. Executive Compensation . . . . . . . . . . . . 36

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . 37

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . . 39

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . . 39

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 40

<PAGE>

PART I

ITEM 1. BUSINESS

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

The registrant, JMB Income Properties, Ltd.-IV (the "Partnership"), is
a limited partnership formed in early 1976 and currently governed by the
Revised Uniform Limited Partnership Act of the State of Illinois to invest
in improved income-producing commercial real property. The Partnership
sold $20,000,000 in Limited Partnership interests (the "Interests") at
$1,000 per Interest to the public commencing on July 26, 1976 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-55624). The offering closed September 24, 1976. No
Limited Partner has made any additional capital contribution 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 and/or through joint venture
interests. The Partnership has one remaining real property investment
located in Huntsville, Alabama. 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 property as quickly as practicable and to wind up its
affairs not later than December 31, 1999, barring unforeseen economic
developments.

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

<PAGE>

<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1997,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Wall Towers Office
Complex
office buildings
Midland, Texas. . . 190,000 11-14-77 4-3-91 fee ownership of land
sq.ft. and improvements
2. Parkway City Mall
shopping center
Huntsville,
Alabama . . . . . . 415,000 2-27-76 20% fee ownership of land
sq.ft. and improvements
g.l.a. (through joint venture
partnership)
(b)(c)(d)(e)
3. Holly Hill Mall
shopping center
Burlington, North
Carolina. . . . . . 395,000 8-20-76 12-1-92 fee ownership of land
sq.ft. and improvements
g.l.a.
4. Northgate Mall
shopping center
Chattanooga,
Tennessee . . . . . 353,000 10-11-76 1-4-83 fee ownership of
sq.ft. improvements and
g.l.a. ground leasehold
interest in land
(through joint venture
partnership)
5. Three Penn Center Plaza
office building
Philadelphia,
Pennsylvania. . . . 498,000 6-30-77 1-1-84 fee ownership of land
sq.ft. and improvements
g.l.a. (through joint venture
partnership)
6. Mid-America Plaza
office buildings
Omaha, Nebraska . . 189,000 6-16-78 12-18-86 fee ownership of land
sq.ft. and improvements

<PAGE>

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

(a) The computation of this percentage for the property held at
December 31, 1997 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 balance and a
description of the long-term mortgage indebtedness secured by this real
property investment.

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

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

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

</TABLE>

<PAGE>

The Partnership's remaining real property investment is subject to
competition from similar types of properties in the vicinity in which it is
located. Such competition is generally for the retention of existing
tenants. Additionally, the Partnership is in competition for new tenants
if significant vacancies are present. Reference is made to Item 7 below
for a discussion of competitive conditions and future capital improvement
plans of the Partnership and its investment property. Approximate
occupancy levels for the property 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 property in its market primarily on
the basis of effective rents, tenant allowances and services provided to
tenants. In the opinion of the Managing General Partner of the
Partnership, the remaining investment property held at December 31, 1997 is
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 remaining
property as of December 31, 1997.

The Partnership has no employees other than personnel performing on-
site duties at the Partnership's remaining investment property, 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. PROPERTY

The Partnership owns, through a joint venture partnership, the
property referred to under Item 1 above to which reference is hereby made
for a description of said property.

The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
year 1997 and 1996 for the Partnership's investment property owned during
1997:

<PAGE>

<TABLE>
<CAPTION>
1996 1997
------------------------- -------------------------
Principal At At At At At At At At
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. Parkway City Mall
Huntsville,
Alabama . . . . . . . . . Retail 84% 82% 84% 75% 74% 74% 75% 61%

</TABLE>

<PAGE>

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 remaining investment property.

ITEM 3. LEGAL PROCEEDINGS

The Partnership is not subject to any pending material 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
1996 and 1997.

PART II

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

As of December 31, 1997, there were 1,551 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 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 Interests, without regard to the results of 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 distribution is made.

Reference is made to Item 6 below for a discussion of cash
distributions made to the Holders of Interest.

Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.

<PAGE>

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

DECEMBER 31, 1997, 1996, 1995, 1994 AND 1993
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1997 1996 1995 1994 1993
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . . $ 3,564,209 3,976,232 4,663,663 3,908,841 4,040,273
=========== ========== ========== ========== ==========
Net earnings (loss) . . . . $ 833,564 937,078 1,553,443 1,122,589 1,285,322
=========== ========== ========== ========== ==========
Net earnings (loss)
per limited partner-
ship Interest (b) . . . . $ 40.83 45.91 76.10 54.99 62.97
=========== ========== ========== ========== ==========

Total assets. . . . . . . . $11,097,934 10,388,002 13,090,076 11,147,874 10,631,311
Long-term debt. . . . . . . $ 1,866,179 2,374,762 2,834,574 3,251,069 3,628,086
Cash distributions
per Interest (c) . . . . . $ -- 130.00 -- 25.00 55.00
=========== ========== ========== ========== ==========

<FN>
______________

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

(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end
of each period (20,005).

(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 (or 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>

<PAGE>

<TABLE>
SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1997

Property
- --------
Parkway City Mall a) The gross leasable area ("GLA") occupancy rate
and average base rent per square foot as of
December 31, for each of the last five years
were as follows:
GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1993. . . . . . 83% $6.96
1994. . . . . . 84% 6.65
1995. . . . . . 86% 7.50
1996. . . . . . 75% 7.08
1997. . . . . . 61% 7.46
<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> <C> <C> <C> <C> <C> <C>
Montgomery Ward & 74,800 $ 79,900 8/31/04 (1) Two 5-year
Company terms
(Department Store)

McRae's 75,000 91,000 1/31/00 Three 5-year
(Department Store) terms

Parisian's 76,900 450,000 2/28/01 Two 5-year
(Department Store) terms

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

(1) On July 7, 1997, Montgomery Ward & Company filed a petition for protection under
Chapter 11 of the Federal bankruptcy code. Montgomery Ward vacated its space on December 31, 1997. On February
6, 1998, Proffitt's Incorporated and Montgomery Ward entered into an agreement to assign Montgomery Ward's
interest in its lease at the property to Proffitt's. Such assignment was approved by the bankruptcy court on
March 5, 1998 and is expected to be consummated shortly as more fully discussed in the Notes.
</TABLE>

<PAGE>

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

Annualized Percent of
Number of Total GLA Base Rent Total 1997
Year Ending Expiring of Expiring of Expiring Base Rent
December 31, Leases Leases Leases Expiring
------------ ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1998 6 25,246 291,770 15%
1999 6 7,918 182,915 10%
2000 6 105,460 455,345 24%
2001 3 80,770 531,000 28%
2002 3 6,072 102,600 5%
2003 1 1,947 33,264 2%
2004 (1) 3 89,495 258,905 14%
2005 2 6,325 95,937 5%
2006 -- -- -- --
2007 -- -- -- --
<FN>
(1) As more fully discussed in Item 7 and the Notes to the Consolidated Financial
Statements, Montgomery Ward received permission from the bankruptcy court to assign its interest in its lease to
Proffitt's Incorporated. Therefore, the expiration of this lease continues to be in 2004. However, as the
agreement between Montgomery Ward and Proffitt's has not been consummated, it remains a possibility that
Montgomery Ward will reject the lease in bankruptcy court which would cause the lease to terminate in 1998.

</TABLE>

<PAGE>

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 described in Item 1, the
Partnership had approximately $17,996,000 (after deducting selling expenses
and other offering costs) with which to make investments in commercial real
property, to pay legal fees and other costs (including acquisition fees)
related to such investments and for working capital. A portion of such
proceeds was utilized to acquire the properties described in Item 1 above.

During 1996, 1997 and 1998, some of the Holders of Interests in the
Partnership received unsolicited tender offers from unaffiliated third
parties to purchase up to 4.9% of the Interests in the Partnership at
prices ranging from between $150 and $225 per Interest. The Partnership
recommended against acceptance of these offers on the basis that, among
other things, the offer prices were inadequate. Such offers have expired
with the exception of one which is currently scheduled to expire in April
1998. As of the date of this report, the Partnership is aware that 9.99%
of the Interests in the Partnership have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. In addition, 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 these and any additional
potential tender offers for Interests.

At December 31, 1997, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $5,539,000 of which
approximately $1,104,000 represents the joint venture partner's share of
undistributed cash flow from operations of Huntsville. The remaining funds
of approximately $4,435,000 are available for tenant improvements and other
capital expenditures, distributions to partners and for working capital
requirements. The Partnership and its consolidated venture have not
budgeted any significant amounts for tenant improvements or other capital
expenditures in 1998 at the Parkway City Mall. The Partnership and its
consolidated venture have also not budgeted any amounts that may be
expended to retain or attract certain tenants or to pursue alternative
development or sales strategies as discussed further in the Notes. Actual
amounts expended in 1998 depend upon 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 ultimate
source of capital for long-term future liquidity and distributions is
expected to be from net cash generated by the Partnership's remaining
shopping center investment property and from the sale of such investment.
The Partnership believes it has sufficient cash reserves to meet its short-
term liquidity needs. In such regard, reference is made to the
Partnership's property specific discussion below. The Partnership's and
its venture's mortgage obligation is a separate non-recourse loan secured
by the investment property and is not an obligation of the Partnership, and
the Partnership and its venture are not personally liable for the payment
of the mortgage indebtedness.

<PAGE>

Parkway City Mall is one of the two malls serving the Huntsville
metropolitan area. Several years ago, another shopping center developer
announced plans for a proposed third mall which, if built, would
significantly impact the market share of the Parkway City Mall.
Additionally, several department stores, some of which currently have
stores at the Parkway City Mall, had announced their intention to open
stores at the proposed third mall. The potential development of the third
mall has, for several years, had a substantial adverse effect on
Huntsville's ability to market the Parkway City Mall for lease or sale.

The joint venture is continuing its discussions with a potential buyer
for the shopping center, the participants in which may include the
developer contemplating the proposed third mall in the Huntsville market.
Under the proposal, such buyer would purchase and redevelop the shopping
center rather than develop such third mall. Pending such negotiations,
which are preliminary in nature, such developer has suspended its
development of the third mall. In March 1998, Proffitt's entered into a
non-binding letter of intent to open two new stores at the shopping center
(one of which would be located at the former Montgomery Ward store
location, as discussed in the Notes) in connection with a potential
redevelopment of the shopping center. However, there can be no assurance
that a sale or redevelopment of the shopping center will be completed.

GENERAL

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. In an effort to reduce partnership operating expenses, the
Partnership expects to make semi-annual rather than quarterly distributions
of available operating cash flow when it is determined that periodic
distributions to the Partners will recommence. By conserving working
capital, the Partnership will be in a better position to meet the future
needs of the property. Due to these factors, the Partnership has held its
remaining investment property longer than originally anticipated in an
effort to maximize the return to the Limited Partners. However, after
reviewing Parkway City Mall and the marketplace in which it operates, the
General Partners of the Partnership expect to conduct an orderly
liquidation of its remaining investment property as quickly as practicable.

Therefore, the affairs of the Partnership are expected to be wound up no
later than December 31, 1999, barring unforeseen economic developments.

RESULTS OF OPERATIONS

The increases in cash and cash equivalents and venture partner's
equity in venture at December 31, 1997 as compared to December 31, 1996 is
primarily due to cash flow generated from property operations at the
Parkway City Mall which has been retained by the venture as described in
the Notes.

The increase in rents and other receivables at December 31, 1997 as
compared to December 31, 1996 is primarily due to the timing of rental
receipts at the Parkway City Mall.

The decrease in accrued rents receivable at December 31, 1997 as
compared to December 31, 1996 is primarily due to the write off of Camelot
Music's balance, as the tenant vacated the Parkway City Mall on February 1,
1997 prior to the expiration of their lease pursuant to its filing for
protection under Federal bankruptcy laws.

<PAGE>

The decrease in rental income for the year ended December 31, 1997 as
compared to the year ended December 31, 1996 is primarily due to a decrease
in base rents and in recoverable operating expenses due to a decrease in
occupancy in 1997 at the Parkway City Mall primarily as a result of
Yeilding's closing its approximately 24,000 square foot store in October
1996 and Castner Knott Market Centre Store not opening until October 1997.
The decreases in rental income for the year ended December 31, 1996 as
compared to December 31, 1995 is primarily due to a decrease in occupancy
at Parkway City Mall during 1996 and the effects of rents being accrued
ratably over the terms of the leases in 1996 and 1995.

The decrease in interest income for the year ended December 31, 1996
as compared to the year ended December 31, 1995 is primarily due to the May
1996 distribution of accumulated cash reserves which reduced the average
invested cash balance.

The decrease in depreciation expense for the year ended December 31,
1997 as compared to the year ended December 31, 1996 is due to no further
depreciation expense being incurred on the Parkway City Mall as a result of
this property being classified as "held for sale or disposition" in
accordance with SFAS 121 on September 30, 1997 and therefore is not subject
to continued depreciation as of that date.

The increase in property operating expenses for the year ended
December 31, 1997 as compared to the year ended December 31, 1996 is
primarily due to increases at Parkway City Mall in salary expense as a
result of a greater number of security, maintenance and administrative
personnel during 1997, and administrative and other operating costs,
primarily concerning professional consulting fees associated with the sale
or redevelopment of the mall and legal fees associated with tenant rental
collections. The increase in property operating expenses for the year
ended December 31, 1996 as compared to the year ended December 31, 1995 is
the result of increased advertising and advertising production costs of
approximately $120,000, partially offset by a reduction in market research
costs incurred during 1995 of approximately $55,000.

During 1996, the Corporate General Partner received management fees of
$88,911 out of distributions of operating cash flow.

The decrease in venture partner's share of venture's operations for
the year ended December 31, 1997 as compared to the year ended December 31,
1996 as well as for the year ended December 31, 1996 as compared to the
year ended December 31, 1995 is primarily due to the decreases in rental
and interest income and increases in property operating expenses at Parkway
City Mall, discussed above.

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 partially be offset by
amounts recovered from tenants as certain of the long-term leases at the
Partnership's commercial property have escalation clauses covering
increases in the cost of operating and maintaining the property as well as
real estate taxes. Therefore, there should be little effect on operating
earnings if the property remains substantially occupied. In addition,
certain of the leases contain provisions which entitle the Partnership to
participate in gross receipts of tenants above fixed minimum amounts.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1997 and 1996

Consolidated Statements of Operations, years ended December 31,
1997, 1996 and 1995

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1997, 1996 and 1995

Consolidated Statements of Cash Flows, years ended December 31,
1997, 1996 and 1995

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.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - IV:

We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - IV (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. - IV and consolidated venture at December 31,
1997 and 1996, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1997, 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 25, 1998

<PAGE>

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

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996

ASSETS
------
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 5,539,319 4,552,403
Rents and other receivables (net of allowance for doubtful accounts
of $50,017 for 1997 and $75,027 for 1996) . . . . . . . . . . . . . 440,968 338,189
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 25,675 21,226
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 750 19,343
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 6,006,712 4,931,161
------------ ------------
Investment property - Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 429,000
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . -- 15,982,136
------------ ------------
-- 16,411,136
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . -- 11,287,627
------------ ------------
Total investment property,
net of accumulated depreciation . . . . . . . . . . . . . -- 5,123,509

Investment property held for sale or disposition. . . . . . . . . . . . 4,860,403 --
------------ ------------
Total investment property . . . . . . . . . . . . . . . . . . 4,860,403 --

Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,845 46,138
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 224,974 287,194
------------ ------------
$ 11,097,934 10,388,002
============ ============

<PAGE>

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

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------

1997 1996
------------ ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 508,287 460,108
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 29,828 54,208
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 13,851 12,300
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,814 79,546
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 626,780 606,162

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 17,595 20,845
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . 820,107 820,107
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 1,866,179 2,374,762
------------ ------------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . . 3,330,661 3,821,876

Venture partner's equity in venture . . . . . . . . . . . . . . . . . . 1,516,794 1,149,211

Partners' capital accounts (deficits):
General partners:
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . 2,363,983 2,347,312
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . (3,640,853) (3,640,853)
------------ ------------
(1,276,870) (1,293,541)
------------ ------------
Limited partners (20,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . . 17,996,292 17,996,292
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . 40,512,348 39,695,455
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . (50,981,291) (50,981,291)
------------ ------------
7,527,349 6,710,456
------------ ------------
Total partners' capital accounts. . . . . . . . . . . . . . . 6,250,479 5,416,915
------------ ------------

$ 11,097,934 10,388,002
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<CAPTION>
1997 1996 1995
----------- ------------ -----------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . $ 3,331,500 3,733,410 4,348,517
Interest income . . . . . . . . . . . . . . . . . . 232,709 242,822 315,146
----------- ------------ -----------
3,564,209 3,976,232 4,663,663
----------- ------------ -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . 264,004 302,890 342,698
Depreciation. . . . . . . . . . . . . . . . . . . . 274,235 371,325 368,190
Property operating expenses . . . . . . . . . . . . 1,627,387 1,545,605 1,457,195
Professional services . . . . . . . . . . . . . . . 61,068 40,461 49,400
Amortization of deferred expenses . . . . . . . . . 45,749 61,088 58,831
Management fees to Corporate General Partner. . . . -- 88,911 --
General and administrative. . . . . . . . . . . . . 90,619 77,948 46,413
----------- ------------ -----------
2,363,062 2,488,228 2,322,727
----------- ------------ -----------
1,201,147 1,488,004 2,340,936
Venture partner's share of
venture operations. . . . . . . . . . . . . . . . . (367,583) (550,926) (787,493)
----------- ------------ -----------

Net earnings (loss) . . . . . . . . . . . . . $ 833,564 937,078 1,553,443
=========== ============ ===========
Net earnings (loss) per limited
partnership interest . . . . . . . . . . . . $ 40.83 45.91 76.10
=========== ============ ===========

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

<PAGE>

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (20,005 INTERESTS)
--------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
NET CASH OFFERING NET CASH
EARNINGS DISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
---------- ------------- ----------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance (deficits)
December 31,
1994 . . . . . . . . . $2,297,501 (3,375,428) (1,077,927) 17,996,292 37,254,745 (48,380,641) 6,870,396

Net earnings
(loss) . . . . . . . . 31,069 -- 31,069 -- 1,522,374 -- 1,522,374
Cash distributions. . . -- -- -- -- -- -- --
---------- ----------- ----------- ----------- ---------- ----------- ----------

Balance (deficits)
December 31,
1995 . . . . . . . . . 2,328,570 (3,375,428) (1,046,858) 17,996,292 38,777,119 (48,380,641) 8,392,770

Net earnings
(loss) . . . . . . . . 18,742 -- 18,742 -- 918,336 -- 918,336
Cash distributions
($130.00 per limited
partnership interest). -- (265,425) (265,425) -- -- (2,600,650) (2,600,650)
---------- ----------- ----------- ----------- ---------- ----------- ----------

<PAGE>

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

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

GENERAL PARTNERS LIMITED PARTNERS (20,005 INTERESTS)
--------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
NET CASH OFFERING NET CASH
EARNINGS DISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
---------- ------------- ----------- ----------- ---------- ------------- ----------

Balance (deficits)
December 31,
1996 . . . . . . . . . 2,347,312 (3,640,853) (1,293,541) 17,996,292 39,695,455 (50,981,291) 6,710,456

Net earnings
(loss) . . . . . . . . 16,671 -- 16,671 -- 816,893 -- 816,893
Cash distributions. . . -- -- -- -- -- -- --
---------- ----------- ----------- ----------- ---------- ----------- ----------

Balance (deficits)
December 31,
1997 . . . . . . . . . $2,363,983 (3,640,853) (1,276,870) 17,996,292 40,512,348 (50,981,291) 7,527,349
========== =========== =========== =========== ========== =========== ==========

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

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . . . . . $ 833,564 937,078 1,553,443
Items not requiring (providing) cash
or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . 274,235 371,325 368,190
Amortization of deferred expenses . . . . . . . . 45,749 61,088 58,831
Venture partner's share of venture operations . . 367,583 550,926 787,493
Changes in:
Rents and other receivables . . . . . . . . . . . (102,779) 41,688 (93,482)
Prepaid expenses. . . . . . . . . . . . . . . . . (4,449) 5,860 (795)
Accrued rents receivable. . . . . . . . . . . . . 62,220 (36,640) (250,554)
Escrow deposits . . . . . . . . . . . . . . . . . 18,593 (463) (499)
Accounts payable. . . . . . . . . . . . . . . . . (24,380) 37,859 (20,094)
Accrued interest. . . . . . . . . . . . . . . . . 1,551 (3,766) (3,142)
Unearned rents. . . . . . . . . . . . . . . . . . (4,732) 33,865 2,269
Tenant security deposits. . . . . . . . . . . . . (3,250) 2,000 (750)
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . 1,463,905 2,000,820 2,400,910
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments. . . . . . . . . . . . . . -- -- 1,959,761
Additions to investment properties . . . . . . . . (11,129) (4,107) (264,543)
Payment of deferred expenses. . . . . . . . . . . . (5,456) (6,610) (6,852)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . (16,585) (10,717) 1,688,366
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . (460,404) (416,199) (377,017)
Distributions to venture partner. . . . . . . . . . -- (977,762) --
Distributions to limited partners . . . . . . . . . -- (2,600,650) --
Distributions to general partners . . . . . . . . . -- (265,425) --
----------- ----------- -----------
Net cash used in financing activities . . . (460,404) (4,260,036) (377,017)
----------- ----------- -----------

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1997 1996 1995
----------- ----------- -----------

Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . . 986,916 (2,269,933) 3,712,259
Cash and cash equivalents,
beginning of year . . . . . . . . . . . . 4,552,403 6,822,336 3,110,077
----------- ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . . $ 5,539,319 4,552,403 6,822,336
=========== =========== ===========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and other interest . . . . . $ 262,453 306,656 345,840
=========== =========== ===========
Non-cash investing and financing activities . . . . $ -- -- --
=========== =========== ===========

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

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997, 1996 AND 1995

OPERATIONS AND BASIS OF ACCOUNTING

The Partnership holds (through a joint venture) an ownership in a
shopping center in Huntsville, Alabama. Business activities consist of
rentals to a variety of 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 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 venture, Huntsville Mall Associates ("Huntsville"). The
effect of all transactions between the Partnership and its consolidated
venture has been eliminated.

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, 1997 and 1996 is summarized as follows:

<PAGE>

<TABLE>

<CAPTION>
1997 1996
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS (Unaudited)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $11,097,934 5,977,403 10,388,002 5,184,399
Partners' capital
accounts (deficits):
General partners. . . . . . . . . (1,276,870) (72,802) (1,293,541) (88,662)
Limited partners. . . . . . . . . 7,527,349 6,054,773 6,710,456 5,277,630
Net earnings (loss):
General partners. . . . . . . . . 16,671 15,860 18,742 209,646
Limited partners. . . . . . . . . 816,893 777,144 918,336 799,960
Net earnings (loss)
per limited
partnership
interest . . . . . . . . . . . . . 40.83 38.85 45.91 39.98
============ ========== =========== ==========

</TABLE>

<PAGE>

The net earnings (loss) per limited partnership interest ("Interest")
is based upon the number of Interests outstanding at the end of each period
(20,005). Deficit partners' capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and income
tax purposes.

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 reported 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. In
addition, the Partnership records investments held in U.S. Government
obligations at cost, which approximates market. For the purpose of these
statements, the Partnership's policy is to consider all such amounts held
with original maturities of three months or less ($5,221,075 and $4,160,423
at December 31, 1997 and 1996, respectively) as cash equivalents, which
includes investments in an institutional mutual fund which holds United
States 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 of leasing fees which are amortized over the
term of the related leases using the straight-line method.

Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or increases in
minimum lease payments over the term of the lease, 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 to remit directly to the taxing authorities
amounts representing withholding from distributions paid to partners.

The Partnership initially acquired, either directly or through joint
ventures, three shopping centers and three office buildings, five of which
properties have been sold as of December 31, 1997. The remaining property
owned at December 31, 1997, the Parkway City Mall shopping center, is in
operation. The cost of the investment property represents the total cost
to the Partnership or its venture, including miscellaneous acquisition
costs.

Depreciation on the properties during the period of ownership has been
provided over the estimated useful lives of the various components as
follows:
YEARS
-----

Buildings and improvements -- straight-line . . . . 5-35
====

Maintenance and repairs are generally charged to operations as
incurred. Significant betterments and improvements are capitalized and
depreciated over their estimated useful lives.

<PAGE>

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 plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term. 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 financial position, results of operations or liquidity.

As of September 30, 1997, the Partnership committed to a plan to sell
the Parkway City Mall investment property. Accordingly, the property is
classified at September 30, 1997 as held for sale or disposition in the
accompanying consolidated financial statements. The results of operations,
net of venture partner's share, for the property is $885,434, $1,019,120
and $1,485,855, respectively, for the years ended December 31, 1997, 1996
and 1995. The property is pledged as security for the long-term debt, for
which there is no recourse to the Partnership.

During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. These standards became
effective for reporting periods after December 15, 1997. As the
Partnership's capital structure only has general and limited partnership
interests, the Partnership will not experience any significant impact on
its consolidated financial statements.

HUNTSVILLE - PARKWAY CITY MALL

The Partnership is a general partner in Huntsville Mall Associates
("Huntsville"). In 1976, Huntsville purchased a shopping center, the
Parkway City Mall, in Huntsville, Alabama for $10,024,458. The Partnership
originally contributed approximately $3,450,000 to Huntsville.

In 1979, the original venture partner sold its interest in Huntsville,
for which the Partnership had the right of first refusal, to affiliates of
the General Partners of the Partnership for $1,050,000 in cash.

Net cash receipts (as defined) of Huntsville are distributed as
follows: the first $83,455 is distributable to the Partnership; the next
$343,750 is distributable $275,000 to the Partnership and $68,750 to the
venture partner, and any remaining net cash receipts are distributable 60%
to the Partnership and 40% to the venture partner. The Partnership
received distributions of prior years' net cash receipts of approximately
$2,200,000 in May 1996. The Partnership has a preferred position (related
to the Partnership's cash investment in Huntsville) with respect to
distribution of sale or refinancing proceeds from Huntsville.

In prior years, the venture partners made non-interest bearing loans
(70% funded by the Partnership) to the venture to fund an expansion of the
property and certain other improvements. The loans are to be repaid from
net sales proceeds prior to any distributions as described above. Other
long-term liabilities consist of the non-interest bearing loan payable to
the venture partner.

<PAGE>

Huntsville's operating profits (other than depreciation expense) are
allocated to the Partnership (to a maximum of 80%) in relation to
distributions of net cash receipts. Huntsville's operating losses are
allocated to the Partnership to the extent of 80%. The Partnership's share
of the net earnings of Huntsville in 1997, 1996 and 1995 was approximately
71%, 66% and 66%, respectively.

Huntsville had previously discontinued its distributions effective
with the first quarter of 1993 in order to fund certain tenant allowances
and a limited renovation of the shopping center in 1993 and 1994.
Subsequently, in response to market conditions, Huntsville had examined a
potential redevelopment of the Parkway City Mall which it determined not to
undertake, as described below. Consequently, in May 1996, Huntsville made
a special distribution of its net cash receipts for 1993, 1994 and a
portion of 1995 of which the Partnership's share was approximately
$2,200,000.

As of December 31, 1997, occupancy of the shopping center was 61%, a
decrease of 14% from December 31, 1996. In addition, approximately 11% of
the shopping center was occupied by tenants occupying space on a temporary
basis. One of the center's tenants, Yeilding's, vacated its approximate
24,000 square foot store in November 1996 after a bankruptcy petition was
filed under Chapter 7 of the bankruptcy code on October 8, 1996. The joint
venture executed a lease with Castner Knott Market Centre Store which
opened in October 1997 in the space formerly occupied by Yeilding's. On
July 7, 1997, a major tenant of the center, Montgomery Ward, occupying
approximately 75,000 square feet or 18% of the center, filed a petition for
protection under Chapter 11 of the bankruptcy code. In October 1997, the
joint venture received notification that Montgomery Ward would close its
store at the center on December 31, 1997. Under the provisions of the
bankruptcy code, Montgomery Ward had until March 5, 1998 to assume or
reject its lease and in the meantime was obligated to continue to pay rent
pursuant to its original lease agreement. However, in February 1998,
Proffitt's Incorporated and Montgomery Ward entered into an assignment and
assumption agreement whereby Montgomery Ward assigned its interest in its
lease at the shopping center to Proffitt's. Such assignment was approved
by the bankruptcy court on March 5, 1998 and is expected to be consummated
shortly. In order to encourage such assignment, the joint venture has
agreed in principle with Proffitt's to allow the former Montgomery Ward
store to remain unoccupied for a period not to exceed two years, pending a
redevelopment of the shopping center. During this time no minimum or
percentage rent would be due under the former Montgomery Ward lease. There
can be no assurance that any redevelopment of the shopping center will be
completed. However, the Partnership believes that this arrangement is
necessary to position the property for sale to a potential buyer.

The joint venture is continuing its discussions with a potential buyer
for the shopping center, the participants in which may include the
developer contemplating the proposed third mall in the Huntsville market.
Under the proposal, such buyer would purchase and redevelop the shopping
center rather than develop such third mall. Pending such negotiations,
which are preliminary in nature, such developer has suspended its
development of the third mall. In March 1998, Proffitt's entered into a
non-binding letter of intent to open two new stores at the shopping center
(one of which would be located at the former Montgomery Ward store
location, as discussed above) in connection with a potential redevelopment
of the shopping center. However, there can be no assurance that a sale or
redevelopment of the shopping center will be completed.

<PAGE>

There are a number of factors that may affect the timing of a sale and
the sale price that will ultimately be achieved for the Parkway City Mall,
including, among other things, the following: progress made toward the
potential redevelopment of the shopping center, potential increased
competition from any new shopping mall in the area, the relative
attractiveness of retail properties for investment purposes, conditions for
retailing generally, interest rates, the actual operations of the property,
tenant bankruptcies, the continued operation and success of anchor
department store tenants, the quality of existing tenants and the ability
to retain such existing tenants and attract new tenants at the property.
As a result, there is no assurance as to what price will ultimately be
obtained upon a sale of the Parkway City Mall or the timing of such a sale.

Huntsville has entered into an agreement with an affiliate of the
General Partners for the operation and management of the Parkway City Mall.

Such agreement provides for management fees equal to 5% of the property's
gross receipts.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1997 and
1996:
1997 1996
---------- ---------
10% mortgage note, fully
amortized when due December
2001, secured by the Parkway
City Mall shopping center in
Huntsville, Alabama; payable
in monthly installments of
$60,238, including interest. . . . . $2,374,466 2,834,870
Less current portion of
long-term debt. . . . . . . 508,287 460,108
---------- ---------
Total long-term debt. . . . $1,866,179 2,374,762
========== =========

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

1998 . . . . . . . . . . $508,287
1999 . . . . . . . . . . 561,511
2000 . . . . . . . . . . 620,309
2001 . . . . . . . . . . 684,359
2002 . . . . . . . . . . --
========

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 98% to the Limited
Partners and 2% to the General Partners. Profits from the sale or
refinancing of investment properties are allocated to the General Partners
in an amount equal to the greater of 1% of such profits or any cash
distributions from such sale or refinancing paid to the General Partners.
Losses from the sale or refinancing of investment properties are allocated
1% to the General Partners. The remaining profits and losses from a sale
or refinancing are allocated to the Limited Partners. However, if at any
time profits are realized by the Partnership, any current or anticipated
event that 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 (as defined) after such event.

<PAGE>

The General Partners are not required to make any capital contri-
butions 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).

After the Limited Partners' receipt of their contributed capital plus
a stipulated return thereon (which had been received as of December 31,
1985) distributions of proceeds arising from the sale or refinancing of
investment properties are allocated 85% to the Limited Partners and 15% to
the General Partners. In addition, the General Partners are entitled to
receive distributions in an amount up to 3/4 of 1% of the selling price of
a property in the event of a sale.

LEASES - AS PROPERTY LESSOR

At December 31, 1997, the Partnership's and its consolidated venture's
principal assets consist of one shopping center. The Partnership has
determined that all leases relating to this property are properly
classified as operating leases; therefore, rental income is reported when
earned and the cost of the property, excluding the cost of land, is
depreciated over the estimated useful lives. Leases with tenants range
from one to ten remaining years and provide for fixed minimum rent and
partial reimbursement of operating costs. In addition, leases with certain
tenants provide for additional rent based upon percentages of tenants'
sales volumes. A substantial portion of the ability of retail tenants to
honor their leases is dependent upon the retail economic sector.

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
commercial operating lease agreements are as follows:

1998 . . . . . . . . . . . . . . . $1,696,184
1999 . . . . . . . . . . . . . . . 1,506,915
2000 . . . . . . . . . . . . . . . 1,106,977
2001 . . . . . . . . . . . . . . . 526,293
2002 . . . . . . . . . . . . . . . 330,493
Thereafter . . . . . . . . . . . . 484,224
----------
$5,651,086
==========

Additional contingent rent (based on sales by property tenants)
included in rental income is as follows:

1995 . . . . . . . . . . . . . . . $398,370
1996 . . . . . . . . . . . . . . . 417,850
1997 . . . . . . . . . . . . . . . 416,072
========

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,
1997 and for the years ended December 31, 1997, 1996 and 1995 are as
follows:

UNPAID AT
DECEMBER 31,
1997 1996 1995 1997
-------- -------- -------- ------------
Property management
fees . . . . . . . . . . $165,325 187,284 197,122 --
Management fees to
Corporate General
Partners . . . . . . . . -- 88,911 -- --

<PAGE>

UNPAID AT
DECEMBER 31,
1997 1996 1995 1997
-------- -------- -------- ------------
Insurance commissions . . 9,573 9,211 10,113 --
Reimbursement
(at cost) for
out-of-pocket
expenses . . . . . . . . -- 264 2,294 --
-------- -------- -------- --------
$174,898 285,670 209,529 --
======== ======== ======== ========

Any amounts payable to the General Partners and their affiliates do
not bear interest and are expected to be paid in future periods.

Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by affiliates of the General Partners. Use of such third parties is not
expected to have a material effect on the operations of the Partnership.

<PAGE>

<TABLE>

SCHEDULE III

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1997

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

SHOPPING CENTER:

Huntsville,
Alabama (C). $2,374,466 429,000 9,095,458 6,897,807 429,000 15,993,265 16,422,265
========== ======== ========== ========== ======== ========== ==========

</TABLE>

<PAGE>

<TABLE>
SCHEDULE III - CONTINUED

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1997
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(E) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>

SHOPPING CENTER:

Huntsville,
Alabama (C). . . . . . . . . . . . $11,561,862 1975/1979 2/27/76 5-35 years 211,250
=========== =======
<FN>
- ------------------

Notes:
(A) The initial cost to the Partnership represents the original purchase price of the property.

(B) The aggregate cost of real estate owned at December 31, 1997 for Federal income tax purposes
was $16,910,537.

</TABLE>

<PAGE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(D) Reconciliation of real estate owned:

Balance at beginning of period. . . . . . $16,411,136 16,407,029 16,142,486
Additions during period . . . . . . . . . 11,129 4,107 264,543
----------- ------------ ------------
Balance at end of period. . . . . . . . . $16,422,265 16,411,136 16,407,029
=========== ============ ============
(E) Reconciliation of accumulated depreciation:

Balance at beginning of period. . . . . . $11,287,627 10,916,302 10,548,112
Depreciation expense. . . . . . . . . . . 274,235 371,325 368,190
----------- ------------ ------------

Balance at end of period. . . . . . . . . $11,561,862 11,287,627 10,916,302
=========== ============ ============

</TABLE>

<PAGE>

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

There were no changes in or disagreements with, accountants during
fiscal year 1996 and 1997.

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, 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 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 property 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
and/or for the sale of property. 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 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

<PAGE>

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Gary Nickele Executive Vice President 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 3, 1998. 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 3,
1998. 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-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"), Carlyle Income Plus, Ltd.
("Carlyle Income Plus"), Carlyle Income Plus, L.P.-II ("Carlyle Income
Plus-II"), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), JMB
Mortgage Partners, Ltd-IV ("Mortgage Partners-IV"), and the managing
general partner of JMB Income Properties, Ltd.-V ("JMB Income-V"), 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
Income Growth Managers, Inc. (the corporate general partner of IDS/JMB
Balanced Income Growth, Ltd. ("IDS/BIG")) and Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P. ("Arvida")). Most of
such directors and officers are also partners, directly or indirectly, of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-XI, Carlyle-XII,
Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, 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 60) is an individual general partner of JMB
Income-V. Mr. Malkin has been associated with JMB since October 1969. Mr.
Malkin is also 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. He is a Certified Public
Accountant.

<PAGE>

Neil G. Bluhm (age 60) is an individual general partner of JMB
Income-V. Mr. Bluhm has been associated with JMB since August 1970. Mr.
Bluhm is also a principal of Walton Street Real Estate Fund I, L.P. and 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 59) 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 56) has been associated with JMB since July
1972. He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 64) has been associated with JMB since December
1972. He is also President and director of JMB Insurance Agency, Inc.

John G. Schreiber (age 51) 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 Advisors L.P., an
affiliate of the Blackstone Group, L.P. Mr. Schreiber is also a director
of USC, Inc, a trustee of Amli Residential Property Trust and a director of
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 48) 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 50) 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 45) 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 49) 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 62) has been associated with JMB since March 1973.
He is a Certified Public Accountant.

<PAGE>

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. During 1996, management fees of $88,911 were
paid to the Managing General Partner and the General Partner received cash
distributions from operations of $265,425. In 1997 and 1995, no cash
distributions from operations were paid to the General Partners. No
management fees were due to the Managing General Partner for 1997 and 1995.

The General Partners also received a share of the Partnership's earnings
for tax purposes aggregating $15,860 in 1997.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner of the Partnership, earned insurance brokerage commissions in 1997
aggregating $9,573, all of which was paid at December 31, 1997, in
connection with providing insurance coverage for the remaining real
property investment of the Partnership. Such commissions are at rates set
by insurance companies for the classes of coverage involved.

Urban Retail Properties Company, an affiliate of the Managing General
Partner, provided property management services to the Partnership in 1997
for the Parkway City Mall investment property at a fee calculated at 5% of
gross income from such property. In 1997, such affiliate earned property
management fees of $165,325 for such services, all of which was paid at
December 31, 1997. 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 at rates
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.

The General Partners of the Partnership and their affiliates 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 1997, the Managing General Partner of the Partnership and
its affiliates were not due any reimbursements for such out-of-pocket
expenses.

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

<PAGE>

<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 Liquidity Fund Investment 1,764.5 Interests 8.82%
Partnership Corporation indirectly (as invest-
Interests 1900 Powell Street ment manager or, through
Suite 730 affiliated entities,
Emeryville, California 94608 general partner of 9
separate investment
funds)

Limited Equity Resources 1,397.22 Interests 6.98%
Partnership Group Incorporated indirectly (1) (2)
Interests 14 Story Street
Cambridge, Massachusetts 02138

Limited Eggert Dagbjartsson 1,108.22 Interests 5.54%
Partnership 14 Story Street indirectly (2)
Interests Cambridge, Massachusetts 02138

<FN>

(1) Includes 269 Interest held by a partnership for which Equity Resources Group, Incorporated ("ERG") acts
as one of the general partners and has reported that it has shared voting and investment power with respect to
such Interests.

(2) Includes 1,108.22 Interests held by a partnership for which ERG and Mr. Dagbjartsson act as the general
partners. ERG and Mr. Dagbjartsson have reported that they have shared voting and investment power with respect
to Interests owned by such partnership.

</TABLE>

<PAGE>

<TABLE>

(b) The Managing General Partner, its officers and directors and the individual General Partners own the
following 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 JMB Realty Corporation 5 Interests Less than 1%
Interests directly
Limited Partnership Managing General Partner, 5 Interests Less than 1%
Interests its officers and directly
directors and the
individual General
Partners 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>

<PAGE>

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 July 26,
1976, as supplemented August 19, 1976, September 16, 1976, and September
21, 1976, filed with the Commission pursuant to Rules 424(b) and 424(c), is
hereby incorporated herein by reference.

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

4. Mortgage Note between Huntsville Mall Associates
and New York Life Insurance Company, dated November 19, 1976, secured by
the Parkway City Mall in Huntsville, Alabama is hereby incorporated herein
by reference to the Partnership's Prospectus filed on Form S-11 (File No.
2-55624) dated July 26, 1976.

10-A. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of an interest in the
Parkway City Mall in Huntsville, Alabama are hereby incorporated herein by
reference to the Partnership's Prospectus on Form S-11 dated (File No. 2-
55624) July 26, 1976.

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 (File No. 0-8469) dated March 19, 1993.

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

No annual report for the fiscal year 1997 or proxy material
has been sent to the Partners of the Partnership. An annual report will be
sent to the Partners subsequent to this filing.

<PAGE>

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. - IV

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: JMB Realty Corporation
Managing General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1998

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1998

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1998

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1998

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1998

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1998

STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 25, 1998

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

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 25, 1998

<PAGE>

JMB INCOME PROPERTIES, LTD. - IV

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A.* Pages 9-14, 70-71, 75-76 and
A-6 to A-16 of the Prospectus
of the Partnership dated July 26,
1976, as supplemented August 19,
1976, September 16, 1976 and
September 21, 1976 Yes

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

4. Mortgage Note secured by the
Parkway City Mall Yes

10-A. Acquisition documents related
to the Parkway City Mall Yes

21. List of Subsidiaries No

24. Power of Attorney No

27. Financial Data Schedule No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner of Huntsville Mall Associates, an
Illinois general partnership which holds title to the Parkway City Mall in
Huntsville, Alabama. Reference is made to the Notes to Consolidated
Financial Statements filed with this annual report for a description of the
terms of the Huntsville partnership agreement. The Partnership's interest
in the Huntsville 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. - IV, 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, 1997, 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 30th day of January, 1998.

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, 1997,
and any and all amendments thereto, the 30th day of January, 1998.

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

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

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

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 30th day of January, 1998.

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, 1997 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-31-1997
<PERIOD-END> DEC-31-1997

<CASH> 5,539,319
<SECURITIES> 0
<RECEIVABLES> 467,393
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,006,712
<PP&E> 4,860,403
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,097,934
<CURRENT-LIABILITIES> 626,780
<BONDS> 1,866,179
<COMMON> 0
0
0
<OTHER-SE> 6,250,479
<TOTAL-LIABILITY-AND-EQUITY> 11,097,934
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<TOTAL-REVENUES> 3,564,209
<CGS> 0
<TOTAL-COSTS> 1,947,371
<OTHER-EXPENSES> 151,687
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 264,004
<INCOME-PRETAX> 1,201,147
<INCOME-TAX> 0
<INCOME-CONTINUING> 833,564
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> 833,564
<EPS-PRIMARY> 40.83
<EPS-DILUTED> 40.83

</TABLE>