JMB INCOME PROPERTIES LTD X, 10-Q, 1994-11-14

JMB INCOME PROPERTIES LTD X
10-Q, 1994-11-14
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended September 30, 1994Commission File No. 0-12140

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

Illinois 36-3235999
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/915-1987

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements. . . . . . . . . . . . 3

Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . . . . 17

PART II OTHER INFORMATION

Item 5. Other Information . . . . . . . . . . . . . 23

Item 6. Exhibits and Reports on Form 8-K. . . . . . 24

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 1994 AND DECEMBER 31, 1993

(UNAUDITED)

ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1994 1993
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . $ 962,881 1,061,308
Short-term investments (note 1). . . . . . . . . . . . . . . . . 4,607,937 3,189,979
Rents and other receivables, net of allowance
for doubtful accounts of $146,145 in 1994 and
$113,363 in 1993 . . . . . . . . . . . . . . . . . . . . . . . 429,613 631,960
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 98,652 233,119
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . 81,630 18,943
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . . 6,180,713 5,135,309
------------ -----------
Investment properties, at cost (notes 2 and 3):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,777,474 19,826,661
Buildings and improvements . . . . . . . . . . . . . . . . . . . 137,304,299 135,014,936
------------ -----------
157,081,773 154,841,597
Less accumulated depreciation. . . . . . . . . . . . . . . . . . 47,311,572 43,945,824
------------ -----------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . . . 109,770,201 110,895,773
Investment in unconsolidated ventures, at equity (notes 1, 3 and 6) 22,325,145 22,662,962
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 272,836 344,696
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . 2,248,498 1,866,812
------------ -----------

$140,797,393 140,905,552
============ ===========
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------

SEPTEMBER 30, DECEMBER 31,
1994 1993
------------ -----------
Current liabilities:
Current portion of long-term debt
(notes 2 and 3(b)) . . . . . . . . . . . . . . . . . . . . . . $ 73,878,175 27,294,320
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 690,341 784,617
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . 2,901,454 3,003,805
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . 1,988,953 2,547,126
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . 79,458,923 33,629,868

Tenant security deposits . . . . . . . . . . . . . . . . . . . . . 28,441 31,878
Long-term debt, less current portion
(notes 2 and 3(b)) . . . . . . . . . . . . . . . . . . . . . . . -- 46,800,991
------------ -----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . 79,487,364 80,462,737

Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . 1,053,212 963,664
Cumulative cash distributions. . . . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
804,212 714,664
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs . . . . . . . . . 135,651,080 135,651,080
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . 18,339,947 15,762,221
Cumulative cash distributions. . . . . . . . . . . . . . . . . (93,485,210) (91,685,150)
------------ -----------
60,505,817 59,728,151
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . 61,310,029 60,442,815
------------ -----------
Commitments and contingencies (notes 2 and 3)
$140,797,393 140,905,552
============ ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------------------------------------
1994 1993 1994 1993
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . $7,875,413 7,875,144 22,987,885 22,673,710
Interest income. . . . . . . . . . . . 55,703 5,884 118,197 95,569
---------- --------- ---------- ----------
7,931,116 7,881,028 23,106,082 22,769,279
---------- --------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . 2,046,353 2,359,259 6,247,436 7,083,695
Depreciation . . . . . . . . . . . . . 1,127,178 1,134,158 3,365,748 3,271,206
Property operating expenses. . . . . . 3,625,824 3,383,281 10,806,011 10,220,361
Professional services. . . . . . . . . 1,485 19,810 112,535 186,680
Amortization of deferred expenses. . . 37,224 41,697 111,205 124,389
General and administrative . . . . . . 67,299 60,193 202,213 223,819
---------- --------- ---------- ----------
6,905,363 6,998,398 20,845,148 21,110,150
---------- --------- ---------- ----------
Operating earnings. . . . . . . 1,025,753 882,630 2,260,934 1,659,129

Partnership's share of operations of
unconsolidated ventures (note 1) . . . (593,062) 632,173 (165,088) 1,919,058
---------- --------- ---------- ----------
Net operating earnings . . . . . 432,691 1,514,803 2,095,846 3,578,187

Gain on sale of investment property
(note 2(c)). . . . . . . . . . . . . . -- -- 571,428 --
---------- --------- ---------- ----------
Net earnings . . . . . . . . . . $ 432,691 1,514,803 2,667,274 3,578,187
========== ========= ========== ==========
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------------------------------------
1994 1993 1994 1993
----------- ---------- ----------- -----------

Net earnings per limited
partnership interest
(note 1):
Net operating earnings. . . . $ 2.76 9.69 13.41 22.90
Gain on sale of
investment property. . . . . -- -- 3.77 --
---------- --------- ---------- ----------
Net earnings. . . . . . . . . . $ 2.76 9.69 17.18 22.90
========== ========= ========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . $ 4.00 4.00 12.00 18.00
========== ========= ========== ==========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

(UNAUDITED)

<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,667,274 3,578,187
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . 3,365,748 3,271,206
Amortization of deferred expenses. . . . . . . . . . . . . . . 111,205 124,389
Partnership's share of operations of uncon-
solidated ventures, net of distributions . . . . . . . . . . 337,817 (243,601)
Gain on sale of investment property. . . . . . . . . . . . . . (571,428) --
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . 202,347 642,166
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . (62,687) (62,159)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . 134,467 (116,671)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . (381,686) (1,170,201)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (94,276) (43,423)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . (102,351) 453,217
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . (558,173) (674,102)
Other current liabilities. . . . . . . . . . . . . . . . . . . -- (290,581)
Tenant security deposits . . . . . . . . . . . . . . . . . . . (3,437) (9,358)
---------- -----------

Net cash provided by operating activities. . . . . . . . . 5,044,820 5,459,069
---------- -----------

Cash flows from investing activities:
Cash proceeds from sale of investment property,
net of selling expenses. . . . . . . . . . . . . . . . . . . . 620,615 --
Net sales and maturities (purchases) of short-term investments . (1,417,958) 504,968
Additions to investment properties . . . . . . . . . . . . . . . (2,289,363) (3,623,118)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . (39,345) (59,789)
---------- -----------

Net cash used in investing activities. . . . . . . . . . . (3,126,051) (3,177,939)
---------- -----------
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1994 1993
---------- -----------

Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . (217,136) (190,819)
Distributions to limited partners. . . . . . . . . . . . . . . . (1,800,060) (2,700,090)
---------- -----------

Net cash used in financing activities. . . . . . . . . . (2,017,196) (2,890,909)
---------- -----------

Net decrease in cash and cash
equivalents. . . . . . . . . . . . . . . . . . . . . . $ 98,427 609,779
========== ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . $6,349,787 6,630,478
========== ===========

Non-cash investing and financing activities. . . . . . . . . . . $ -- --
========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1994 AND 1993

Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1993, which are
included in the Partnership's 1993 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the
accounts of the Partnership and its venture, Animas Valley Mall Associates
("Animas"). The effect of all transactions between the Partnership and its
venture has been eliminated in the consolidated financial statements. The
equity method of accounting has been applied in the accompanying
consolidated financial statements with respect to the Partnership's venture
interests in Royal Executive Park - I ("Royal Executive Park") and JMB-40
Broad Street Associates ("Broad Street"). Accordingly, the accompanying
consolidated financial statements do not include the accounts of Royal
Executive Park, or of Broad Street.

The Partnership 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 adjustments are not recorded on the records of the Partnership. The
net effect of these items for the nine months ended September 30 is
summarized as follows:

1994 1993
----------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net earnings
(loss). . . . $2,667,274 (156,753) 3,578,187 (402,834)
Net earnings
(loss) per
limited
partnership
interest. . . $ 17.18 (.93) 22.90 (2.58)
========== ======== ========= ========

The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period (150,005).

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.
Partnership distributions from unconsolidated ventures are considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market. Therefore,
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, (none at September 30, 1994 and December 31, 1993), as cash
equivalents with any remaining amounts (generally with original maturities
of one year or less) reflected as short-term investments being held to
maturity.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(2) INVESTMENT PROPERTIES

(a) Pasadena Town Square Mall

The Partnership is continuing discussions with a major department
store owner concerning the opening of a store at the property. In order to
add another department store at this center, the Partnership would likely
need to commit a substantial amount of capital. Given the Partnership's
current lack of substantial working capital, the Partnership may be unable
to undertake the addition of a department store without an alternative
source of capital. The Partnership believes that the addition of another
department store to this property would enhance the position at this
property within the immediate retail market resulting in improved operating
results. There is no assurance, however, that the addition of a department
store will ultimately occur.

In 1993, the Partnership commenced a minor mall enhancement program
which includes a food court remodel. The program is expected to cost
approximately $500,000 and is substantially complete as of the third
quarter with completion expected in 1994. In addition, commencing in 1994
and continuing for the next four years, the Partnership is undertaking a
program to repair the property's roof and parking lot. The total cost of
the repair work is expected to be approximately $1,700,000. Such amount
will be partially recoverable from tenants pursuant to provisions in their
leases.

The Partnership is currently seeking a refinancing and/or extension of
the mortgage loan on the property in order to obtain a lower interest rate
and to provide additional funds to the Partnership. However, there is no
assurance that the Partnership will obtain a refinancing and/or extension
of the mortgage note which matures in January 1995.

(b) Collin Creek Mall

In 1992 and 1993 the Partnership completed the renovation of the food
court and main floor common area, added escalators at two locations and
upgraded the mall's interior and exterior signage. The total cost of these
enhancement programs was approximately $4,400,000. In addition, in 1994
the Partnership has commenced a parking lot repair project which is
expected to take five years to complete and cost approximately $1,300,000.
Such amount will be partially recoverable from tenants pursuant to
provisions in their leases.

The Partnership had entered into a non-binding letter of intent to
sell its interest in the Collin Creek Mall. The prospective purchaser (an
independent third party) has completed its due diligence review with
respect to the shopping center and the proposed transaction. During the
quarter, the Partnership reached an agreement in principle to sell the
shopping center. As stated in the Management's Progress Report dated
February 28, 1994, the estimated current market value of the Partnership's
net assets as of December 31, 1993 was $760 per original $1,000 Limited
Partnership Interest. The Partnership's interest in Collin Creek Mall
represented in excess of 50% of that amount. The Partnership and
prospective purchaser are negotiating the terms of the binding contract.
The Partnership expects to execute a contract for the sale of the shopping
mall within the next few weeks. If a contract is executed, the Partnership
expects the sale to close by the end of the year. Upon the sale of the
shopping center, the Partnership will recognize a gain for financial
reporting and Federal income tax purposes. However, there can be no
assurance that a contract for sale will be executed at the proposed sale

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

price or any sale price. As a result, the Partnership has ceased its
efforts to seek a refinancing of the mortgage loan (which has a maturity of
July 1995) secured by its interest in the shopping center.

The Partnership continues to seek the replacement of a major tenant,
which owns its own store, with another major tenant and/or adding another
major tenant to the center. The major tenant, which is currently using
only the first level of its two-story store, has expressed an interest in
closing its store. In order to replace the major tenant with another
and/or add another major tenant, the Partnership may need to commit
substantial capital. Given the Partnership's current lack of substantial
working capital, the Partnership may be unable to undertake the replacement
or addition of the major tenant(s) without an outside source of capital.
The Partnership is exploring its alternatives in this regard. The
Partnership believes the replacement of the major tenant and/or addition of
another major department store to this center would greatly enhance the
position of this center within the North Richland Hills retail market.
However, there can be no assurance that such replacement and/or addition
will ultimately occur.

In 1993, the Partnership completed a mall enhancement program which
included the replacement of the floor in a portion of the mall, a food
court remodel, and certain lighting improvements. The program cost
approximately $1,000,000. In addition, the Partnership is in the second
year of a five year program to repair the property's roof and parking lot.
The total cost of the repair is expected to be approximately $1,500,000.
Such amounts are partially recoverable from tenants pursuant to provisions
in their leases.

The Partnership is currently seeking a refinancing and/or extension of
the mortgage loan on the property in order to obtain a lower interest rate
and to provide additional funds to the Partnership. However, there is no
assurance that the partnership will obtain a refinancing and/or extension
of the mortgage note which matures in July 1995.

In February 1994, the Partnership sold its remaining land outparcel to
an unaffiliated third party. The purchaser is building a restaurant on the
site which is expected to open in the third quarter of 1994. The sale
price for the outparcel was $700,000 (before selling costs and prorations).

The Partnership will retain the net sale proceeds in its working capital.
The Partnership recognized a gain of $571,428 in the nine months ended
September 30, 1994 for Financial reporting purposes and expects to
recognize a gain for Federal income tax purposes in 1994.

(3) VENTURE AGREEMENTS

(a) General

The Partnership at September 30, 1994 is a party to three joint
venture agreements. Under certain circumstances, either pursuant to the
venture agreements or due to the Partnership's obligations as a general
partner, the Partnership may be required to make additional cash
contributions to the ventures.

There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners might become unable or unwilling to

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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.

(b) Animas Valley Mall

Operating profits and losses are allocated to the Partnership and the
joint venture partner according to their respective contributions to fund
operating deficits with any remaining losses allocated to the Partnership.

In April 1992, the Partnership and its joint venture partner settled
certain legal disputes regarding the joint venture agreement and management
of the property. Under the terms of the settlement, the joint venture
partner has contributed approximately $404,000 to the joint venture and
relinquished its approval rights in connection with the business affairs of
the joint venture. The joint venture partner has retained certain approval
rights in connection with a sale or refinancing of the property. The
Partnership, in return, has agreed to pay the joint venture partner a
certain settlement amount in connection with the disposition of the
property. Such disposition payment, $300,000 at September 30, 1994,
decreases annually on January 1 to $92,000 in 1996 and thereafter. Under
certain limited disposition events, the disposition payment amount can be
further reduced or eliminated.

In April 1992, the joint venture finalized a modification of the
existing long-term mortgage note secured by the Animas Valley Mall. Under
the terms of the modification, the joint venture, commencing with the
January 1991 payment, was obligated to pay debt service of interest only
installments at a rate of 10.25% per annum, through the original term of
the note, with the deferred interest (2.25%) accruing at 12.5% and payable
monthly to the extent of any excess cash flow (as defined) or upon the
earlier of the sale of the property or maturity of the note in January
1994. The joint venture had paid debt service in 1991, 1992, 1993 and
through February 1994 in accordance with these modified terms. In April
1994, the joint venture and the existing lender finalized an amendment to
the loan (effective March 1, 1994) providing for the extension of its
maturity to March 1995 and lowering the pay and accrual rate on the
principal balance to 8% per annum. Any excess cash flow generated by the
property during this period is payable to the lender quarterly towards
interest accrued as of December 31, 1993 (approximately $2,100,000). As of
the date of this report, no excess cash flow has been paid to the lender.
In addition, the joint venture has agreed to market this property for sale
during the extension period. The lender has agreed to allow the joint
venture to retain a portion of the net sale proceeds (as defined) in excess
of the current principal balance of $27,000,000. In addition, the lender
has expressed a willingness to finance a portion of the purchase price for
a potential purchaser. The Partnership is actively marketing the property
for sale. There are no assurances that the joint venture will be
successful in selling the property at the level whereby it will share in
any sale proceeds. The Partnership has decided not to commit additional
capital to the joint venture. Therefore, if upon maturity, assuming a sale
cannot be achieved, and the lender is unwilling to provide further
extensions to the loan, the joint venture will transfer title to the
property to the lender. This would result in the Partnership recognizing a
gain for Federal income tax and financial reporting purposes with no
distributable proceeds. In addition, a disposition through a sale to a
third party or transfer of title to the lender would result in a
disposition payment to the joint venture partners as discussed above.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In December 1993, the joint venture sold a land outparcel to an
unaffiliated third party. The purchaser intends to build a bank on the
site although construction has not yet commenced. The sale price for the
outparcel was approximately $194,000 (before selling costs and prorations).

The joint venture has retained the net sale proceeds in its working capital
reserve.

Annual cash flow is distributed 49.9% to the Partnership and 50.1% to
the joint venture partner. However, since the joint venture partner did
not receive $2,605,200 of cash flow for each of the initial five years, the
joint venture partner will be entitled to receive such deficiency, up to a
total of $400,000 from annual cash flow, if any, available for distribution
to the partners after the Partnership and the joint venture partners have
received $2,594,800 and $2,605,200, respectively, per annum. Operating
profits and losses are generally allocated to the joint venture partners in
the same ratio that annual cash flow is distributed to the partners.

The joint venture agreement further provides that proceeds from sale
or refinancing of the complex will be distributed 49.9% to the Partnership
and 50.1% to the joint venture partner.

The property has been managed by an affiliate of the joint venture
partner under an agreement which provided for fees equal to 2% of the base
rent paid by tenants. Effective July 1, 1994, an affiliate of the General
Partner of the Partnership assumed the property management responsibilities
for the joint venture. The new manager essentially assumed the previous
management agreement with the exception that a portion of the 2% management
fee will be paid to the previous manager annually by the new manager as
compensation to the previous manager for relinquishing management of the
property. In addition, it is expected that an affiliate of the General
Partners will assume the leasing responsibilities for the property in the
near term. Currently, an independent leasing agent performs such duties.

Occupancy of this office building has decreased to 78% compared to 97%
at October 31, 1993. As anticipated, during the fourth quarter of 1993 New
York Telephone Company's lease (90,000 square feet) expired and it, along
with certain of its subtenants, vacated the building. MCI Realty Inc.
(180,000 square feet), which had been subleasing a portion of the New York
Telephone space, entered into a direct lease with the joint venture for
30,000 square feet. The lease term expires in January, 2001 and provides
for an effective rental rate at market, which is substantially less than
the rental rate paid previously by New York Telephone. The joint venture
continues to actively market the remaining New York Telephone Company space
to prospective tenants. As previously reported, MCI had approached the
joint venture seeking a current rent reduction in return for a lease
extension beyond its prior lease expiration date of March 31, 1998 on its
180,000 square foot lease. During the second quarter, the joint venture
finalized a modification and extension of MCI's 180,000 square foot lease.
The terms of the agreement provide for a reduction in MCI's rental rate,
effective July 1994, to a rental rate which approximates current market
rental rates. The agreement provides for set rental rate increases in
April 1998 and in April 2002. The extended lease expiration date is June
2006. In addition, the joint venture has agreed to provide a tenant
improvement allowance of $1,500,000 to MCI in 1994 to enhance its leased
space. The joint venture's decision to modify MCI's 180,000 square foot
lease was based upon an analysis of current and expected future market
conditions. The joint venture believes, given the risk of losing this
tenant in 1998 and the resulting potential downtime and costs associated
with releasing the space, that a current reduction in the rental rate and a

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

contribution towards enhancement of MCI's space in return for a long term
extension of its lease will maximize the property's cash flow over the long
term. The costs associated with MCI's expansion and modification are
expected to be paid for from cash on hand generated in 1993 and the cash
generated by the property in 1994.

(d) Broad Street

The Broad Street venture agreement provides that the Partnership will
be allocated or distributed profits and losses, cash flow from operations
and sale or refinancing proceeds in the ratio of its capital contributions
to Broad Street which is 31.44%. The Partnership and the venture partner
(JMB Income Properties, Ltd. - XII, a partnership sponsored by the Managing
General Partner of the Partnership) are current with respect to their
required capital contributions to Broad Street.

The downtown New York City market remains extremely competitive due to
the significant amount of space available primarily resulting from the
layoffs, cutbacks and consolidations by financial service companies and
related businesses which dominated this market. Rental rates in the
downtown market are currently at depressed levels and this can be expected
to continue for the foreseeable future while the current vacant space is
gradually absorbed. Little, if any, new construction is planned for
downtown over the next few years and it is expected that the building will
continue to be adversely affected by the lower than originally projected
effective rental rates now achieved upon releasing of existing leases which
expire over the next few years.

The property is managed by an affiliate of the General Partners of the
Partnership for a fee calculated as 2% of gross receipts of the property.

(4) PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 96% to the Limited
Partners and 4% to the General Partners. Profits from the sale or
refinancing of investment properties are to be allocated to the General
Partners to the greater of 1% of such profits or the amount of cash
distributable to the General Partners from any such sale or refinancing (as
described below). 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.

An amendment to the Partnership Agreement, effective January 1, 1991,
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 amendment is to allow the deferral of the recognition of
taxable gain to the Limited Partners.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The General Partners are not required to make any capital contribu-
tions except under certain limited circumstances upon termination of the
Partnership. Distributions of "cash flows" of the Partnership are
allocated 90% to the Limited Partners and 10% to the General Partners.
However, portions of such distributions to the General Partners are
subordinated to the Limited Partners' receipt of a stipulated return on
capital. Through September 30, 1994, a portion of the General Partners'
distributions have been deferred (note 5).

The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership 3% of the selling price and any cumulative deferrals of their
10% distribution of disburseable cash, subject to certain limitations. Any
remaining proceeds (net after expenses and retained working capital) will
be distributed 85% to the Limited Partners and 15% to the General
Partners. However, the Limited Partners shall receive 100% of such net
sale proceeds until the Limited Partners (i) have 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) have received cumulative cash distributions from the Partnership's
operations which, when combined with sale or refinancing proceeds
previously distributed, equal a 10% 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 first fiscal quarter of 1984. Therefore, the General
Partners have deferred certain sale proceeds ($241,080 or $1.60 per
interest) from the Partnership.

(5) TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates for the nine
months ended September 30, 1994 and 1993 are as follows:

Unpaid at
September 30,
1994 1993 1994
-------- -------- -------------

Property management
and leasing fees. . . $499,932 513,529 --
Insurance commissions. 43,940 79,576 --
Reimbursement
(at cost) for
out-of-pocket
expenses. . . . . . . 77,309 117,784 8,233
-------- ------- ------
$621,181 710,889 8,233
======== ======= ======

All of the Partnership's properties are managed by affiliates of the
General Partners. In October 1994, one of the affiliated property managers
agreed to sell substantially all of its assets to an unaffiliated third
party. In addition, substantially all of the management personnel of the
property manager will also become management personnel of the purchaser or
its affiliates if the sale is completed. The sale is subject to certain
closing conditions. In the event that the sale is completed, it is
expected that the successor to the affiliated property manager's assets
would act as the property manager of Royal Executive Park and 40 Broad
Street after the sale on the same terms that existed prior to the sale.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED

The Managing General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Managing General Partner and its affiliates relating to the
administration of the Partnership and operation of Partnership investment
properties. In 1993 and through the third quarter of 1994, such costs
aggregated $100,051 and $68,299, respectively, of which $17,092 was unpaid
at September 30, 1994.

The General Partners have deferred (in accordance with the Partnership
agreement) payment of certain of their distributions of net cash flow from
the Partnership. The cumulative amount of such distributions aggregated
$9,553,045 at September 30, 1994 (approximately $64 per interest). In
addition, the General Partners have deferred certain sale proceeds of
$241,080 from the Partnership as more fully described in note 4. All
amounts due to the General Partner do not bear interest and are expected to
be paid, if allowable, in accordance with the Partnership Agreement, from
cash generated from future operations and sales.

(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

The summary income statement information for the Royal Executive Park
and Broad Street ventures for the nine months ended September 30, 1994 and
1993 is as follows:

1994 1993
----------- ----------

Total income. . . . . . . . . . . .$14,115,37912,168,894
=========== ==========
Operating earnings. . . . . . . . .$ 500,944 5,901,338
=========== ==========
Net earnings to Partnership . . . .$ (165,088)1,919,058
=========== ==========

(7) ADJUSTMENTS

In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1994 and for the three and nine months ended September 30, 1994 and 1993.

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.

At September 30, 1994, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $960,000. Such funds and
short-term investments of approximately $4,600,000 are available for
distributions to partners and for working capital requirements including
tenant and capital improvements, to the extent not funded from future
operations, any payments to the Animas Venture Partner should the property
be disposed of as discussed below and to fund any cash flow deficits at
Royal Executive Park as discussed below. The Partnership and its
consolidated venture have currently budgeted in 1994 approximately
$3,963,000 for tenant improvements and other capital expenditures. The
Partnership's share of such items and its share of such similar items for
its unconsolidated ventures in 1994 is currently budgeted to be
approximately $6,377,000. Actual amounts expended in 1994 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 such
items and for both short-term and long-term future liquidity and
distributions is expected to be through net cash generated by the
Partnership's investment properties and through the sale of such
investments. In such regard, the Partnership had entered into a non-
binding letter of intent to sell the Collin Creek Mall as discussed below.
The Partnership's and its ventures' mortgage obligations are all non-
recourse. Therefore, the Partnership and its ventures are not obligated to
pay mortgage indebtedness unless the related property produces sufficient
net cash flow from operations or sale.

Overall cash flow returns at Broad Street for the next few years are
expected to be lower than originally projected because an additional 13% of
the leased and occupied expires during the next two years. In addition, a
tenant, occupying approximately 37,000 square feet (approximately 15% of
the building), did not renew its lease when it expired in September 1993.
Furthermore, Broad Street had renewed and expanded another tenant,
effective July 1, 1993, whose lease was scheduled to expire in December
1994. This tenant has expanded from approximately 18,000 square feet to
approximately 35,000 square feet at a market effective rental rate which is
lower than its existing lease. The Partnership will continue its
aggressive leasing program; however, the downtown New York City market
remains extremely competitive due to the significant amount of space
available primarily resulting from the layoffs, cutbacks and consolidations
by financial service companies and related businesses which dominated this
market. In addition to competition for tenants in the downtown Manhattan
market from other buildings in the area, there is increasing competition
from less expensive alternatives to Manhattan. Rental rates in the
downtown market are currently at depressed levels and this can be expected
to continue for the foreseeable future while the current vacant space is
gradually absorbed. Little, if any new construction is planned for
downtown over the next few years and it is expected that the building will
continue to be adversely affected by the lower than originally expected
effective rental rates achieved upon releasing of existing leases which
expire over the next few years.

In 1993, the Partnership completed the renovation at the Collin Creek
Mall's food court and main floor common area, added escalators at two
locations, and upgraded the mall's interior and exterior signage. The
total cost of these enhancement programs was approximately $4,400,000. In
addition, in 1994, the Partnership has commenced a parking lot repair
project which is expected to take five years to complete and cost
approximately $1,300,000. The work to be incurred in 1994 has been
included in the budgeted improvement costs described above. The total
five-year project cost will be partially recoverable from tenants pursuant
to provisions in their leases.

The Partnership continues to seek the replacement of a major tenant at
the North Hills Mall which owns its own store, with another major tenant
and/or adding another major tenant to the center. The major tenant, which
is currently using only the first level of its two-story store, has
expressed an interest in closing its store. In order to replace the major
tenant with another and/or add another major tenant, the Partnership may
need to commit substantial capital. Given the Partnership's current lack
of substantial working capital, the Partnership may be unable to undertake
the replacement and/or addition of the major tenant(s) without an outside
source of capital. The Partnership is exploring its alternatives in this
regard, especially considering the potential sale of the Collin Creek Mall
as discussed above. However, there can be no assurance that such
replacement and/or addition will ultimately occur. In 1993, the
Partnership completed a mall enhancement program at the North Hills Mall
which included the replacement of the floor in a portion of the mall, a
food court remodel, and certain lighting improvements. The program cost
was approximately $1,000,000. In addition, the Partnership is in the
second year of a five year program to repair the property's roof and
parking lot. The total cost of the repair is expected to be approximately
$1,500,000. The work to be incurred in 1994 has been included in the
budgeted improvement costs described above. The total five-year costs will
be partially recoverable from tenants pursuant to provisions in their
leases.

The Partnership is currently seeking a refinancing and/or extension of
the mortgage loan on North Hills Mall in order to obtain a lower interest
rate and to provide additional funds to the Partnership. However, there is
no assurance that the Partnership will obtain a refinancing and/or
extension of the mortgage note which matures in July 1995. In February
1994, the Partnership sold its sole remaining land outparcel to an
unaffiliated third party. The purchaser is building a restaurant on the
site which is expected to open in the third quarter of 1994. The sale
price for the outparcel was $700,000 (before selling costs and prorations).

The Partnership has retained the net sale proceeds in its working capital.

The Pasadena Town Square trade area population consists primarily of
lower to moderate income residents. The local economy had been severely
affected by the recent nationwide recession and has been slower to recover.

Many of the trade area residents are employed by local petro-chemical
plants which continue to reduce their labor force as that industry
continues to restructure and consolidate in order to be more competitive.
In addition, the property has been subjected to increased competition for
shoppers and tenants from new and recently renovated retail properties
within the trade area. As a result, tenant sales at the property have
decreased over the last several years and year-to-date in 1994. In 1994
and 1995, tenant leases covering approximately 76,000 square feet or
approximately 31% of the Partnership's owned leasable square footage,
expire. Due to recent poor sales performance, many of these tenants are
electing not to renew their leases or are renewing at lower rental rates.
In fact, occupancy of the property has declined to 73% at September 30,
1994 down from 85% at December 31, 1993. Therefore, the property's cash
flow from operations prior to capital expenditures is expected to decline
in 1994 and thereafter for a period of time as compared to previous years.
The Partnership is taking measures to attempt to stem recent operating
declines at the property. Such measures include, as discussed more fully
below, the performance of certain enhancement programs and the possible
addition of a third major department store. There are no assurances,
however, that the enhancement programs or the addition of another major
department store, if it occurs, will have an immediate positive impact on
occupancy or the rental rates achieved upon releasing vacant or expiring
space at the property. The Partnership is continuing discussions with a
major department store owner concerning the opening of a store at the
property. In order to add another department store at this center, the
Partnership would likely need to commit a substantial amount of capital.
Given the Partnership's current lack of substantial working capital, the
Partnership may be unable to undertake the addition of a department store
without an alternative source of capital. The Partnership is exploring its
alternatives in this regard, especially considering the potential sale of
the Collin Creek Mall as discussed above. The Partnership believes that
the addition of another department store to this property would enhance the
position at this property within the immediate retail market resulting in
improved operating results. There is no assurance, however, that the
addition of a department store will ultimately occur. In 1993, the
Partnership commenced a minor mall enhancement program which includes a
food court remodel. The program is expected to cost approximately $500,000
and is substantially complete as of the third quarter with completion
expected in 1994. In addition, commencing in 1994 and continuing for the
next four years, the Partnership is undertaking a program to repair the
property's roof and parking lot. The total cost of the repair work is
expected to be approximately $1,700,000. The work to be incurred in 1994
has been included in the budgeted improvement costs described above. The
total five-year project cost will be partially recoverable from tenants
pursuant to provisions in their leases. The Partnership is currently
seeking a refinancing and/or extension of the mortgage loan on Pasadena
Town Square in order to obtain a lower interest rate and to provide
additional funds to the Partnership. However, there is no assurance that
the Partnership will obtain a refinancing and/or extension of the mortgage
note which matures in January 1995.

In April 1992, the Partnership and the joint venture partner settled
certain legal disputes regarding the Animas joint venture agreement and
management of the property. Under the terms of the settlement, the
unaffiliated venture partner has contributed approximately $404,000 to the
joint venture and relinquished its approval rights in connection with the
business affairs of the joint venture. The unaffiliated venture partner
has retained certain approval rights in connection with a sale or
refinancing of the property. The Partnership, in return, has agreed to pay
the unaffiliated venture partner a certain settlement amount in connection
with the disposition of the property. Such disposition payment, $300,000
at March 31, 1994, decreases annually on January 1 to $92,000 in 1996 and
thereafter. Under certain limited disposition events, the disposition
payment amount can be further reduced or eliminated.

In April 1992, the joint venture finalized a modification of the
existing long-term mortgage note secured by the Animas Valley Mall. Under
the terms of the modification, the joint venture, commencing with the
January 1991 payment, was obligated to pay debt service of interest only
installments at a rate of 10.25% per annum, through the original term of
the note, with the deferred interest (2.25%) accruing at 12.5% and payable
monthly to the extent of any excess cash flow (as defined) or upon the
earlier of the sale of the property or maturity of the note in January
1994. The joint venture had paid debt service in 1991, 1992, 1993 and
through February 1994 in accordance with these modified terms. In April
1994, the joint venture and the existing lender finalized an amendment to
the loan (effective March 1, 1994) providing for the extension of the
maturity to March 1995 and lowering the pay and accrual rate on the
principal balance to 8% per annum. Any excess cash flow generated by the
property during this period is payable to the lender quarterly towards the
interest accrued as of December 31, 1993 (approximately $2,100,000). As of
the date of this report, no excess cash flow has been paid to the lender.
In addition, the joint venture has agreed to market this property for sale
during the extension period. The lender has agreed to allow the joint
venture to retain a portion of the net sale proceeds (as defined) in excess
of the current principal balance of the loan of $27,000,000. In addition,
the lender has expressed a willingness to finance a portion of the purchase
price for a potential purchaser. The Partnership has commenced to actively
market the property for sale. There are no assurances that the joint
venture will be successful in selling the property at a level whereby it
will share in any sale proceeds. The Partnership has decided not to commit
additional capital to the joint venture. Therefore, if upon maturity,
assuming a sale cannot be achieved and the lender is unwilling to provide
further extensions to the loan, the joint venture will transfer title to
the property to the lender. This would result in the Partnership
recognizing a gain for Federal income tax and financial reporting purposes
with no distributable proceeds. In addition, a disposition through a sale
to a third party or transfer of title to the lender would result in a
disposition payment to the joint venture partners as discussed above.

In December 1993, the joint venture sold a land outparcel at the
Animas Valley Mall to an unaffiliated third party. The purchaser intends
to build a bank on the site. The sale price for the outparcel was
approximately $194,000 (before selling costs and prorations). The joint
venture has retained the net sale proceeds as working capital.

Occupancy of the Royal Executive Park I office building decreased to
78% from 97% in the previous year. As anticipated, during the fourth
quarter of 1993 New York Telephone Company's lease (90,000 square feet)
expired and it, along with certain of its subtenants, vacated the building.

MCI Realty Inc. (180,000 square feet), which had been subleasing a portion
of the New York Telephone space, entered into a direct lease with the joint
venture for 30,000 square feet. The lease term expires in January, 2001
and provides for an effective rental rate at market, which is substantially
less that the rental rate paid previously by New York Telephone. The joint
venture continues to actively market the remaining New York Telephone
Company space to prospective tenants. As previously reported, MCI had
approached the joint venture seeking a current rent reduction in return for
a lease extension beyond its current lease expiration date of March 31,
1998 on its existing 180,000 square feet lease. During the second quarter,
the joint venture finalized a modification and extension of MCI's 180,000
square foot lease. The terms of the agreement provide for a reduction in
MCI's rental rate, effective July 1994, to a rental rate which approximates
current market rental rates. The agreement provides for set rental rate
increases in April 1998 and in April 2002. The extended lease expiration
date is June 2006. In addition, the joint venture has agreed to provide a
tenant improvement allowance of $1,500,000 to MCI in 1994 to enhance its
leased space. The joint venture's decision to modify MCI's 180,000 square
foot lease was based upon an analysis of current and expected future market
conditions. The joint venture believes, given the risk of losing this
tenant in 1998 and the resulting potential downtime and costs associated
with releasing the space, that a current reduction in the rental rate and
contribution towards enhancement of its space in return for a long term
extension of its lease will maximize the property's cash flow over the long
term. The costs associated with MCI's expansion and modification are
expected to be paid for from cash generated in 1993 and the cash generated
by the property in 1994. The property has been managed by an affiliate of
the joint venture partner under an agreement which provided for fees equal
to 2% of the base rent paid by tenants. Effective July 1, 1994, an
affiliate of the General Partner of the Partnership assumed the property
management responsibilities for the joint venture. The new manager
essentially assumed the previous management agreement with the exception
that a portion of the 2% management fee will be paid to the previous
manager annually by the new manager as compensation to the previous manager
for relinquishing management of the property. In addition, it is expected
that an affiliate of the General Partners will assume the leasing
responsibilities for the property in the near term. Currently, an
independent leasing agent performs such duties. The Southern Westchester
County office market (the competitive market for the building) is extremely
competitive with a current vacancy rate of approximately 22%. While office
building development in this market is virtually at a standstill,
significant improvement in the competitive market conditions is not
expected for several years. The competitive market conditions have
resulted in lower than originally anticipated effective rental rates that
can be achieved and high releasing costs that will be incurred in
conjunction with releasing space which expires. Consequently, the property
cash flow has been significantly reduced as a result of the lease
expiration and subsequent move-out of New York Telephone, and the
modification and extension of MCI's lease. In addition, the property cash
flow will be adversely affected by the increased vacancy.

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.

Though the economy has recently shown signs of improvement and
financing is generally becoming more available for certain types of higher-
quality properties in healthy markets, real estate lenders are typically
requiring a lower loan-to-value ratio for mortgage financing than in the
past. This has made it difficult for owners to refinance real estate
assets at their current debt levels unless the value of the underlying
property has appreciated significantly. As a consequence, and due to the
weakness of some of the local real estate markets in which the
Partnership's properties operate, the Partnership is taking steps to
preserve its working capital including the reduction in regular quarterly
distributions to partners as described above. Therefore, the Partnership
is carefully scrutinizing the appropriateness of any discretionary
expenditures, particularly in relation to the amount of working capital it
has available. By conserving working capital, the Partnership will be in a
better position to meet future needs of its properties without having to
rely on external financing sources.

RESULTS OF OPERATIONS

The aggregate increase in cash and cash equivalents and short-term
investments, at September 30, 1994 as compared to December 31, 1993 is
primarily due to the increased revenues at Collin Creek Mall as a result of
increased percentage rents and due to increased occupancy at the North
Hills Mall. This increase is partially offset by the related increase in
buildings and improvements at September 30, 1994 as compared to December
31, 1993 that is primarily due to the Partnership's use of funds for
renovations at certain of the Partnership's investment properties as
discussed above.

The decrease in rents and other receivables as of September 30, 1994
as compared to December 31, 1993 is primarily due to the timing of rental
receipts and an increase in the allowance for doubtful accounts at certain
of the Partnership's properties.

The decrease in the balance of prepaid expenses at September 30, 1994
as compared to December 31, 1993 is primarily due to the timing of payment
of insurance premiums at certain of the Partnership's investment
properties.

The increase in escrow deposits at September 30, 1994 as compared to
December 31, 1993 is primarily due to the timing of payment of real estate
taxes from escrow deposits at Animas Valley Mall.

The decrease in land and related gain of $571,428 on disposition of
investment property during 1994 is the result of the outparcel sale at the
North Hills Mall as more fully described in Note 2(c).

The increase in accrued rents receivable at September 30, 1994 as
compared to December 31, 1993 is primarily due to the Partnership accruing
prorated rental income on a straight-line basis at certain of the
Partnership's investment properties.

The increase in current portion of long-term debt and the
corresponding decrease in long-term debt less current portion at September
30, 1994 as compared to December 31, 1993 is primarily due to the
reclassifications of the $14,466,458 mortgage note that is scheduled to
mature January 1995 at the Pasadena Town Square, the $7,832,745 mortgage
note that is scheduled to mature July 1995 at the North Hills Mall, and the
$24,477,328 mortgage note that is scheduled to mature July 1995 at the
Collin Creek Mall, as discussed above and in Note 2.

The decrease in accrued interest at September 30, 1994 as compared to
December 31, 1993 and the related decrease in mortgage and other interest
for the three and nine months ended September 30, 1994 as compared to the
same period in 1993 is primarily due to the amended debt agreement at the
Animas Valley Mall investment property. See Note 3(b).

The decrease in accrued real estate taxes at September 30, 1994 as
compared to December 31, 1993 is primarily due to the timing of real estate
tax payments at certain of the Partnership's investment properties.

The increase in rental income for the nine months ended September 30,
1994 as compared to the three and nine months ended September 30, 1993 is
primarily the result of increased occupancy at the North Hills Mall
partially offset in the third quarter of 1994 due to decreased occupancy at
the Pasadena Town Square Shopping Center as discussed above.

The increase in interest income for the three and nine months ended
September 30, 1994 as compared to the same periods in 1993 is primarily due
to the increase in the Partnership's average balance in U.S. Government
obligations in 1994 as discussed above and due to a modest increase in
interest rates during 1994.

Property operating expenses increased in the three and nine months
ended September 30, 1994 as compared to the same period in 1993 primarily
due to higher repairs and maintenance expenses at certain of the
Partnership's investment properties which are partially recoverable from
tenants.

The decrease in Partnership's share of operations of unconsolidated
ventures for the three and nine months ended September 30, 1994 as compared
to the same period in 1993 is due primarily to the decrease in occupancy
and due to the MCI lease modification that included reduced rent at the
Royal Executive Park investment property.

<TABLE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

OCCUPANCY

The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties.

<CAPTION>
1993 1994
-------------------------------------------------------------
At At At At At At At At
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>
1. North Hills Mall
North Richland Hills, Texas (a). . . . . . . . . 92% 91% 95% 99% 95% 95% 96%

2. Pasadena Town Square
Pasadena, Texas. . . . . . . . . . . . . . . . . 85% 85% 85% 85% 84% 80% 73%

3. Collin Creek Mall
Plano, Texas . . . . . . . . . . . . . . . . . . 92% 94% 93% 96% 92% 91% 97%

4. Animas Valley Mall
Farmington, New Mexico . . . . . . . . . . . . . 90% 90% 90% 90% 90% 90% 90%

5. Royal Executive Park
Ryebrook, New York (b) . . . . . . . . . . . . . 97% 97% 97% 78% 78% 78% 78%

6. 40 Broad Street
New York, New York . . . . . . . . . . . . . . . 82% 82% 67% 79% 80% 86% 83%

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

(a) The occupancy has been restated for the first quarter 1993 to reflect occupancy by
temporary tenants which were not previously included. Occupancy without the temporary tenants is 84%
at June 30, 1993, 86% at September 30, 1993, 88% at December 31, 1993, 87% at March 31, 1994,
87% at June 30, 1994 and 85% at September 30, 1994.

(b) A major tenant had vacated a major portion of its space; however, the tenant had continued to pay rent
pursuant to the terms of the lease until expiration in October 1993. Therefore, the rent paying occupancy
remained at 100% until October 1993.

</TABLE>
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K

Response:

(a) Exhibits:

4-A. Document relating to the mortgage loan secured by the
Collin Creek Mall in Plano, Texas is hereby incorporated by reference to
the Partnership's report for December 31, 1992 on Form 10-K (File No. 0-
12432) dated March 19, 1993.

4-B. Document relating to the mortgage loan secured by the
Pasadena Town Square shopping center in Pasadena, Texas is hereby
incorporated by reference to the Partnership's report for December 31, 1992
on Form 10-K (File No. 0-12432) dated March 19, 1993.

4-C. Modification document relating to the mortgage loan
secured by the Animas Valley Mall in Farmington, New Mexico is hereby
incorporated by reference to the Partnership's report for December 31, 1992
on Form 10-K (File No. 0-12432) dated March 19, 1993.

4-D. Modification document relating to the mortgage loan
secured by the Animas Valley Mall in Farmington, New Mexico, a copy of
which is hereby incorporated by reference to the Partnership's report for
June 30, 1994 on Form 10-Q (File No. 0-12140) dated August 12, 1994.

10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the 40 Broad Street office building in new
York, New York are hereby incorporated by reference to the Partnership's
report on Form 8-K (File No. 0-12432) dated December 31, 1985.

10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the Royal Executive Park office complex in
Ryebrook, New York are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-12432) dated December 30,
1983.

10-C. Acquisition documents relating to the purchase by the
Partnership of the Collin Creek Mall in Plano, Texas are hereby
incorporated by reference to the Partnership's Registration Statement on
Post-Effective Amendment No. 2 to Form S-11 (File No. 2-83599) dated June
29, 1983.

10-D. Acquisition documents relating to the purchase by the
Partnership of the North Hills Mall in North Richland Hills, Texas are
hereby incorporated by reference to the Partnership's Registration
Statement on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-83599)
dated June 29, 1983.

10-E. Acquisition documents relating to the purchase by the
Partnership of the Pasadena Town Square shopping center in Pasadena, Texas
are hereby incorporated by reference to the Partnership's Registration
Statement on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-83599)
dated June 29, 1983.

10-F. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the Animas
Valley Mall in Farmington, New Mexico are hereby incorporated by reference
to the Partnership's Registration Statement on Post-Effective Amendment No.
2 to Form S-11 (File No. 2-83599) dated June 29, 1983.

10-G. Sale documents relating to the outparcel sale at the
Animas Valley Mall in Farmington, New Mexico are hereby incorporated by
reference to the Partnerships report for December 31, 1993 on Form 10-K
(File No. 0-12432) dated March 25, 1994.

10-H. Sale documents relating to the outparcel sale at the North
Hills Mall in North Richard Hills, Texas are hereby incorporated by
reference to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-12432) dated March 25, 1994.

27. Financial Data Schedule

(b) The following report on Form 8-K has been filed for the quarter
covered by this report.

(1) The Partnership's Report on Form 8-K (File No. 0-12432)
for July 27, 1994 (describing the non-binding letter of intent to sell its
interest in the Collin Creek Mall) was filed. The Report was dated July
27, 1994. No financial statements were required to be filed with such
report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

JMB INCOME PROPERTIES, LTD. - X

BY: JMB Realty Corporation
(Managing General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 10, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 10, 1994

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000719244
<NAME> JMB INCOME PROPERTIES, LTD. - X

<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994

<CASH> 962,881
<SECURITIES> 4,607,937
<RECEIVABLES> 609,895
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,180,713
<PP&E> 157,081,773
<DEPRECIATION> (47,311,572)
<TOTAL-ASSETS> 140,797,393
<CURRENT-LIABILITIES> (79,487,364)
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (61,310,029)
<TOTAL-LIABILITY-AND-EQUITY> (140,797,393)
<SALES> (22,987,885)
<TOTAL-REVENUES> (23,106,082)
<CGS> 0
<TOTAL-COSTS> 14,282,964
<OTHER-EXPENSES> 314,748
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,247,436
<INCOME-PRETAX> (2,260,934)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,095,846)
<DISCONTINUED> (571,428)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,667,274)
<EPS-PRIMARY> (17.18)
<EPS-DILUTED> 0

</TABLE>