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

JMB INCOME PROPERTIES LTD X
10-K405, 1997-03-28
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 1996 Commission file no. 0-12140

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

Illinois 36-3235999
(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 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 nonaffiliates
of the registrant. Not applicable.

Documents incorporated by reference: None

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. . . . . . . . . . . . 11

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 17

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 57

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 57

Item 11. Executive Compensation . . . . . . . . . . . 60

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 61

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 62

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 62

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 64

PART I

ITEM 1. BUSINESS

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

The registrant, JMB Income Properties, Ltd. - X (the "Partnership"),
is a limited partnership formed in 1983 and currently governed by the
Revised Uniform Limited Partnership Act of the State of Illinois to invest
in improved income-producing commercial and residential real property. The
Partnership sold $150,000,000 in limited partnership interests (the
"Interests") commencing on June 29, 1983, pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933 (Registration No.
2-83599). A total of 150,000 Interests were sold to the public at $1,000
per Interest. The offering closed on November 1, 1983. 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
partnership interests. The Partnership's real estate investments are
located throughout the nation and it has no real estate investments located
outside of the United States. 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 October
31, 2033. The Partnership is self-liquidating in nature. At sale of a
particular property, the net proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, the Partnership
currently expects to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable and to wind up its affairs
not later than December 31, 1999, barring any unforeseen economic
developments.

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

<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Pylon Plaza,
Phase I & II
office building
Boca Raton,
Florida . . . . . . 49,400 10/12/83 Phase I fee ownership of land and
sq.ft. 8/9/90 improvements
n.r.a. Phase II
12/9/91
2. North Hills Mall
shopping center
North Richland
Hills, Texas. . . . 221,000
sq.ft. 10/19/83 12% fee ownership of land and
g.l.a. improvements (b)(e)(f)
3. Pasadena Town Square
shopping center
Pasadena, Texas . . 245,000
sq.ft. 10/19/83 10/3/95 fee ownership of land and
g.l.a. improvements (g)
4. Collin Creek Mall
shopping center
Plano, Texas. . . . 332,000
sq.ft. 10/19/83 12/29/94 fee ownership of land and
g.l.a. improvements (d)
5. Animas Valley Mall
shopping center
Farmington,
New Mexico. . . . . 460,000
sq.ft. 10/24/83 6/30/95 fee ownership of land and
g.l.a. improvements (through joint
venture partnership) (d)
6. Royal Executive Park
office complex
Ryebrook,
New York. . . . . . 270,000
sq.ft. 12/16/83 22% fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (c)(f)

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

7. Towne Square Mall
shopping center
Owensboro,
Kentucky. . . . . . 357,000
sq.ft. 03/01/84 08/13/87 fee ownership of land and
g.l.a. improvements (through joint
venture partnership)
8. 40 Broad Street
office building
New York,
New York. . . . . . 247,800
sq.ft. 12/31/85 18% fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (c)(f)

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

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

(b)Reference is made to the Notes and to Item 8 - Schedule III for the current outstanding principal balance
and a description of the long-term mortgage indebtedness secured by the Partnership's real property investment.

(c)Reference is made to the Notes and to Item 8 - Schedule III for a description of the joint venture
partnership through which the Partnership has made this real property investment.

(d)Reference is made to the Notes for a description of the sale of this real property investment.

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

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

(g)The lender realized upon its security and took title to the property in 1995. Reference is made to the
Notes filed with this annual report.

</TABLE>

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

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

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

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

ITEM 2. PROPERTIES

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

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

<TABLE>
<CAPTION>
1995 1996
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. North Hills Mall
North Richland Hills,
Texas (a) . . . . . . . . Retail 92% 89% 90% 92% 86% 88% 86% 88%

2. Royal Executive Park
Ryebrook, New York. . . . Telecommuni-
cations 78% 78% 78% 78% 81% 81% 84% 84%

3. 40 Broad Street
New York, New York. . . . Financial
Services 76% 76% 77% 77% 75% 78% 81% 74%
<FN>
- --------------------

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

(a) The percentage represents physical occupancy which includes temporary tenants. Occupancy without the
temporary tenants is 88% at March 31, 1995, 80% at June 30, 1995, 79% at September 30, 1995, 77% at December 31,
1995, 74% at March 31, 1996, 75% at June 30, 1996, 72% at September 30, 1996 and 73% at December 31, 1996.

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

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

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

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

PART II

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

As of December 31, 1996, there were 14,365 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.

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

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

YEARS ENDED DECEMBER 31, 1996, 1995, 1994, 1993 and 1992

(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1996 1995 1994 1993 1992
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 7,464,271 15,186,857 29,251,376 31,189,187 28,537,104
============ =========== =========== =========== ===========
Operating earnings (loss) $ (4,097,142) (8,075,141) (7,172,383) 2,189,882 347,102
Partnership's share of
operations of uncon-
solidated ventures. . . 582,581 761,233 1,116,541 2,405,822 (4,744,175)
Venture partner's share
of consolidated
venture's operations. . -- -- -- -- 200,393
Gain on sale of interest
in unconsolidated
venture and disposi-
tion of investment
properties. . . . . . . 50,826 3,832,429 64,571,942 150,443 --
Extraordinary items . . . -- 3,934,532 -- -- --
------------ ----------- ----------- ----------- -----------
Net earnings (loss) . . . $ (3,463,735) 453,053 58,516,100 4,746,147 (4,196,680)
============ =========== =========== =========== ===========
Net earnings (loss)
per Interest (b):
Net operating earnings
(loss) . . . . . . . $ (22.49) (46.81) (38.76) 29.41 (26.85)
Gain on sale of interest
in unconsolidated
venture and disposi-
tion of investment
properties. . . . . . .34 25.29 426.16 .99 --
Extraordinary items . . -- 25.97 -- -- --
------------ ----------- ----------- ----------- -----------
Net earnings (loss) . . . $ (22.15) 4.45 387.40 30.40 (26.85)
============ =========== =========== =========== ===========
Total assets. . . . . . . $ 50,071,138 56,832,712 170,327,264 140,905,552 139,176,753
Long-term debt. . . . . . $ 7,762,151 7,890,281 -- 46,800,991 74,095,311
Cash distributions
per Interest (c). . . . $ 16.00 466.00 16.00 22.00 40.00
============ =========== =========== =========== ===========

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

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

(b) The net earnings (loss) per Interest is based upon the number of
Interests outstanding at the end of each period (150,005).

(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 (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital.

</TABLE>

<TABLE>

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

<CAPTION>
Property
- --------

North Hills
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>

1992 . . . . . 87% $15.90
1993 . . . . . 99% 15.57
1994 . . . . . 95% 15.94
1995 . . . . . 92% 15.27
1996 . . . . . 88% 15.07
<FN>
(1) Average base rent per square foot is based on GLA occupied as of December 31
of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>

General Cinema 28,472 $347,000 6/2005 N/A
(Movie Theatre)

No other tenants comprise
more than 10% of the
GLA at the property.

</TABLE>

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

Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 10 30,748 178,264 7%
1998 8 13,757 167,000 7%
1999 7 10,359 232,402 10%
2000 3 7,098 163,000 7%
2001 4 10,048 155,970 6%
2002 4 7,099 164,910 7%
2003 5 10,453 154,558 6%
2004 4 17,485 252,331 10%
2005 7 45,435 748,008 31%
2006 3 5,264 89,500 4%

</TABLE>

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

LIQUIDITY AND CAPITAL RESOURCES

As a result of the public offering of interests as described in Item
1, the Partnership had approximately $135,651,000 after deducting selling
expenses and other offering costs with which to make investments in income-
producing commercial and residential real property, to pay legal fees and
other costs (including acquisition fees) related to such investments and
for working capital. A portion of such proceeds was utilized to acquire
the properties described in Item 1 above.

During 1996 some of the Limited Partners in the Partnership received
unsolicited tender offers to purchase up to 7,350 Interests in the
Partnership at amounts ranging from $150 to $200 per Interest from
unaffiliated third parties. The Partnership recommended against acceptance
of these offers on the basis that, among other things, the offer prices
were inadequate. Such offers expired in 1996. As of the date of this
report, the Partnership is aware that 2,456.36 Interests have been
purchased by such unaffiliated third parties either pursuant to such tender
offers or through negotiated purchases. It is possible that other offers
for Interests may be made by unaffiliated third parties in the future,
although there is no assurance that any other third party will commence an
offer for Interests, the terms of any such offer or whether any such offer,
if made, will be consummated, amended or withdrawn. The board of directors
of JMB Realty Corporation ("JMB") the Managing General Partner of the
Partnership, has established a special committee (the "Special Committee")
consisting of certain directors of JMB to deal with all matters relating to
tender offers for Interests in the Partnership, including any and all
responses to such tender offer. The Special Committee has retained
independent counsel to advise it in connection with any potential tender
offers for Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests. In March of 1997 another
unaffiliated third party made an unsolicited offer for up to 4.9% of the
Interests in the Partnership at $220 per interest. The Partnership
similarly recommends against acceptance of this offer.

The Partnership has retained a portion of the Collin Creek Mall sales
proceeds along with net sale proceeds from the Animas Valley Mall sale and
out-parcel sales at North Hills Mall and Pasadena Town Square Mall, as
working capital as also discussed below. At December 31, 1996, the
Partnership and its consolidated venture had cash and cash equivalents of
approximately $21,269,000. Such funds are available for distributions to
partners and for working capital requirements including tenant and capital
improvements, to the extent not funded from future operations, and to pay
for the costs of a potential redevelopment of the North Hills Mall and
leasing costs at Royal Executive as discussed below. The Partnership and
its consolidated venture have currently budgeted in 1997 approximately
$98,000 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 1997 is currently budgeted to be
approximately $1,752,000. Actual amounts expended in 1997 may vary
depending on a number of factors including actual leasing activity, results
of property operations, liquidity considerations and other market
conditions over the course of the year. The source of capital for such
items and for both short-term and long-term future liquidity and
distributions is expected to be through existing working capital, net cash
generated by the Partnership's investment properties and through the sale
of such investments. As more fully described in the Notes, the Partnership
sold an out-parcel of land at North Hills Mall in February 1994, Collin
Creek Mall in December 1994, Animas Valley Mall In June 1995 and an out-
parcel of land at Pasadena Town Square (which the lender obtained title to

the property in 1995) in October 1996. The Partnership's mortgage
obligation for North Hills Mall is a separate non-recourse loan secured
individually by the property and is not an obligation of the entire
investment portfolio, and the Partnership and its ventures are not
personally liable for the payment of the mortgage indebtedness. Neither
the Royal Executive Park property nor the 40 Broad Street property have
mortgage loans outstanding.

Currently, as more fully discussed below, the Partnership is
developing plans for the redevelopment of the North Hills Mall which, if
undertaken, may require the Partnership to commit a substantial amount of
capital. Also, the Partnership may need to commit capital for its share of
leasing costs associated with the vacant space at the Royal Executive Park
office building as discussed below. Any decision to commit additional
amounts to these investment properties for any purpose will be based on,
among other things, the likelihood of the return of such additional
investment plus a reasonable profit thereon within the expected holding
period of these assets as discussed below. Future distributions from sales
or operations will depend upon a combination of the operating cash flow
from the remaining investment properties and the longer term capital
requirements of the Partnership. Starting in May 1996, in an effort to
reduce partnership operating expenses, the Partnership elected to make
semi-annual, rather than quarterly, distributions of $6 per interest for
1996 of available operating cash flow in May and November. Future
distributions from sales or property operations will depend upon a
combination of operating cash flow from the remaining investment properties
and the longer term capital requirements of the Partnership.

40 BROAD STREET

Occupancy of this property decreased to 74% at the end of the year
primarily due to the lease expiration and move-out of Katten Muchin & Zavis
(17,655 square feet or approximately 7% of the building's leasable square
footage) and lease termination and move-out of Churchill Capital (7,664
square feet or approximately 3% of the building's leasable square footage).

Churchill's original lease expiration date was in March 2004. As a result
of certain non-monetary defaults which the tenant failed to cure, the joint
venture determined that it was in the best interest of the property to
terminate Churchill's lease early. These move-outs were offset by the
move-in of two smaller tenants occupying approximately 8,400 square feet or
approximately 3% of the building's leasable square footage. The manager
has signed leases with three tenants which will occupy approximately 32,000
square feet of space or approximately 12% of the building's leasable square
footage in the first half of 1997. As evidenced by this recent leasing,
leasing activity in the market has improved significantly over the last
year. This is primarily due to very low effective rental rates offered, no
new office developments, and improvements in the Lower Manhattan working
environment resulting from the Lower Manhattan Revitalization Plan by which
New York City has created tax and zoning incentives to attract businesses
to invest or locate in the market area. Nevertheless, the Financial East
office market (the competitive market for 40 Broad) remains depressed with
approximately a 29% vacancy factor. This vacancy factor is down, however,
from a high of approximately 37% at the end of 1991. Effective rental
rates achieved on recent leasing have also improved over the last year.
The market, however, has only begun to recover the significant decreases in
net effective rental rates, and therefore, values experienced in the late
1980's to early 1990's. The property produced a small amount of cash flow
for the Partnership in 1996.

NORTH HILLS MALL

Occupancy of the center at the end of the year was 88%. Included in
this occupancy are temporary tenants which occupy approximately 15% of the
center's leasable square footage. The Partnership has been seeking a
replacement anchor department store for the existing Stripling & Cox store.

Based upon discussions with most major department store owners and given
the market and property operating conditions discussed more fully below, it
does not appear that the Partnership will be able to attract a traditional
department store anchor to the center in the near term.

North Hills Mall's major competition, Northeast Mall (located within a
mile from the center), recently announced that it would be undertaking a
major redevelopment which would increase its mall space as well as add up
to two new anchor department stores. Completion is expected sometime in
1999. Nordstrom's department store has committed to be one of those anchor
stores. Northeast already has four anchor department store tenants.

In addition to the increased competition from Northeast Mall, over the
last several years a significant number of strip center developments have
been opened within a close proximity to the center. Many of these centers
include large retail "Big Box" tenants which have adversely affected the
center's tenant sales.

North Hills Mall has three anchor department stores, none of which are
owned by the Partnership. The operating agreements which require these
stores to remain open expire in 1999 and 2000. There is no certainty that
any of these stores will continue operations beyond the operating agreement
expiration dates.

The effect of all these conditions is that mall sales have decreased
in recent years and the manager has had difficulty retaining and attracting
typical national or regional tenants. As indicated above, while the
occupancy of the center is 88%, only 73% is occupied by permanent tenants.
The center's operating cash flow has been and will continue to be reduced
due to increased vacancy and lower effective rental rates achieved on
releasing vacant space. If the Foley's store were to close in 1999 without
some form of replacement, it would be very difficult to lease space in this
center.

The Partnership is continuing to develop plans for the redevelopment
of the property to co-exist with the increased competition. The goal is to
develop a plan which will stabilize the center and allow the Partnership to
preserve as much value as possible.

While any redevelopment plan is likely to involve substantial costs,
the Partnership will not make additional investments in the property for a
redevelopment unless it believes that the incremental investment will be
returned with a reasonable profit thereon. There are no assurances that,
even if the Partnership desired to do so, a redevelopment or sale of the
property would occur. In the meantime, the center produces sufficient
operating cash flow to cover the required debt service and provide the
Partnership with a cash return.

During 1996, the Partnership completed a five-year program to repair
the property's roof and parking lot for a total cost of approximately
$1,375,000. In addition, the Partnership completed an approximate $525,000
enhancement program to upgrade the mall's entrances and exterior signage
during 1995 and 1996. The total five-year costs are being partially
recovered from tenants pursuant to provisions in their leases.

PASADENA TOWN SQUARE

During October 1996, a sale was finalized for an approximate two-acre
unencumbered unimproved out-parcel of land at a price of $550,000, before
closing costs and prorations, which was paid in cash at closing. The
Partnership recognized a gain of approximately $51,000 for both financial
reporting and Federal income tax purposes in 1996.

ROYAL EXECUTIVE PARK

Occupancy at Royal Executive Park at the end of the year was 84%. MCI
Telecommunications Corporation ("MCI") has an option to terminate its lease
(original expiration date of January 31, 2001) for 30,000 square feet of
space (approximately 11% of the building's rentable space) with no penalty
in late 1998. Although there can be no assurance that MCI will not
exercise such option, a similar option, with a substantial termination fee,
expired during 1996. During the later part of 1996 and continuing through
the date of this report, leasing activity in the market and the property
has increased dramatically. This improvement is due to a combination of no
new office building developments, fewer major corporation layoffs and
consolidations, and a generally improving business climate resulting in
increased space needs for tenants within the market. Subsequent to the end
of the year, the joint venture signed a lease for approximately 5,100
square feet. In addition, the property manager is in lease negotiations
with two other tenants which, if finalized, will occupy approximately
40,000 square feet or approximately 15% of the building's leasable square
footage. There are no assurances that these lease deals will be finalized
or that they will be finalized on the terms currently being negotiated.
The effective rental rates achieved and being negotiated for these leases
is higher than recent rental rates achieved. Overall, however, effective
rental rates have not yet recovered to a level achieved prior to the real
estate depression experienced in the late 1980's and early 1990's The
vacancy rate for the Eastern Westchester Office market in which the
property operates remains in the mid-teens. In anticipation of leasing the
property's vacant space, the joint venture has been conserving cash
generated from the property as a working capital reserve. As a result of
the aforementioned leasing, the Partnership and its joint venture partner
may need to contribute additional capital to the joint venture to pay for
leasing costs not covered by the existing working capital reserve.

As the joint venture had committed to a plan to sell or dispose of the
property, the Royal Executive Park office building was classified as held
for sale as of December 31, 1996, and therefore, will not be subject to
continued depreciation beyond that date.

At this time, the Partnership has accrued $250,000 as its preliminary
estimate of the cost of any remediation, of which the Partnership's share
is $124,750. The joint venture does not expect that the value of the
property has been materially impaired; however, there can be no assurance
that the contamination will not have a material impact on the Partnership's
financial condition until more information becomes available.

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.

The Partnership continues to conserve its working capital. All
expenditures are carefully analyzed and certain capital projects are
deferred when appropriate. By conserving working capital, the Partnership
will be in a better position to meet the future needs of its properties.
The Partnership has decided to retain a portion of the net sale proceeds
from the sale of Collin Creek Mall, Animas Valley Mall and out-parcel land
sales for North Hills Mall and Pasadena Town Square Mall. These funds will
be available, if necessary or deemed appropriate by the General Partners,
for the programs to enhance the Partnership's properties as discussed
above. Due to the factors outlined above, the Partnership has held certain

of its investment properties longer than originally anticipated in an
effort to maximize the return to the Limited Partners. However, as a
result of improving market conditions, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable. Therefore, the
affairs of the Partnership are expected to be wound up no later than
December 31, 1999 (sooner if the properties are sold in the nearer term),
barring unforeseen economic developments.

RESULTS OF OPERATIONS

The decrease in rents and other receivables as of December 31, 1996 as
compared to December 31, 1995 is primarily due to the receipt of final
prorations related to the sales of Collin Creek Mall in December 1994 and
Animas Valley Mall in June 1995. Reference is made to the Notes for a
further description of these sales.

The decrease in land, building and improvements, accrued rents
receivable and deferred expenses as of December 31, 1996 as compared to
December 31, 1995 is primarily due to the provision for value impairment of
$5,700,000 recorded at December 31, 1996 for the North Hills Mall
investment property. Reference is made to the Notes for a further
description of this impairment. The decrease in accrued rents receivable
as of December 31, 1996 as compared to December 31, 1995 is additionally
due to the amortization of rental income on a straight-line basis for
certain tenants at the North Hills Mall investment property.

The decrease in bank overdraft as of December 31, 1996 as compared to
December 31, 1995 is due to the subsequent repayment of the bank overdraft
incurred at December 31, 1995.

The increase in accounts payable as of December 31, 1996 as compared
to December 31, 1995 is primarily due to the timing of certain professional
services at the Partnership level.

The decrease in accrued interest as of December 31, 1996 as compared
to December 31, 1995 is primarily due to the 1996 payment of approximately
$500,000 of accrued mortgage interest for the Pasadena Town Square
investment property. Such amounts represented the operating cash flow of
the property (as defined) not previously remitted to the lender prior to
its realizing upon its security in October 1995.

The decrease in rental income, mortgage and other interest,
depreciation and property operating expenses for the year ended December
31, 1996 as compared to the year ended December 31, 1995 and for the year
ended December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to the sale of Animas Valley Mall and a related land
outparcel in June 1995 and the transfer of title to the lender of the
Pasadena Town Square investment property in October 1995. Such sales and
transfers were also the primary reason for the decrease in the amortization
of deferred expenses for the years ended December 31, 1996 and 1995 as
compared to the year ended December 31, 1994.

The increase in interest income for the year ended December 31, 1995
as compared to the year ended December 1994 and the subsequent 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 increase in average
balance in U.S. Government obligations in December 1994 due to the
approximate $84 million of net sale proceeds from the sale of Collin Creek
Mall and the subsequent reduction in the average balance of U.S. Government
obligations through the distribution of $68.1 million of those sales
proceeds in February 1995.

The decrease in general and administrative expenses for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 and the
increase for the year ended December 31, 1995 as compared to the year ended
December 31, 1994 is attributable primarily to an increase in reimbursable
costs to affiliates of the General Partners in 1995 and the recognition of
certain additional prior year reimbursable costs to such affiliates.

The provision for value impairment of $5,700,000 for the year ended
December 31, 1996 is due to the reduction of the net carrying value of the
North Hills Mall investment property as of December 31, 1996. The
provision for value impairment of $9,300,000 for the year ended December
31, 1995 is due to the Partnership reduction of the net carrying value of
its investment in the Royal Executive Park venture as of September 30,
1995. The provision for value impairment of $8,434,103 for the year ended
December 31, 1994 is due to the reduction of the net carrying value of the
Pasadena Town Square investment property as of December 31, 1994.

The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1996 as compared to the year ended
December 31, 1995 for the Royal Executive Park venture is primarily due to
the Partnership's share of the $250,000 in estimated costs for
environmental clean-up of contaminated ground near the properties fuel oil
tanks and lower net effective rents earned upon renewal of leases at the 40
Broad Street investment property during 1996. This was partially offset by
the discontinuation of amortization of the original excess of the
Partnership's basis over its proportionate share of assets of the Royal
Executive Park venture in September 1995. The Partnership ceased such
amortization when a provision for value impairment of $9.3 million for such
investment was recorded in September 1995.

The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1995 as compared to the year ended
December 31, 1994 is due primarily to a modification of the MCI lease at
Royal Executive Park in mid-1994 that included a reduction in the rent
payable to the Royal Executive Park venture.

The gain of $50,826 on sale of investment properties during 1996 is
the result of the sale of the Partnership's remaining unencumbered land
outparcel at Pasadena Town Square in October 1996. The gain of $3,832,429
on sale of investment properties during 1995 is the result of the sale of
the Animas Valley Mall and a related land outparcel in June 1995. The gain
of $64,571,942 on sale of investment properties during 1994 is the result
of the outparcel sale at the North Hills Mall ($517,128) in February 1994
and the sale of the Collin Creek Mall ($64,054,814) in December 1994.

The extraordinary items of $3,934,532 for the year ended December 31,
1995 are due to the discharge of indebtedness of $2,219,608 and $1,714,924
at both the Animas Valley Mall and Pasadena Town Square investment
properties in 1995, respectively.

INFLATION

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1996 and 1995
Consolidated Statements of Operations, years ended December 31,
1996, 1995 and 1994
Consolidated Statements of Partners' Capital Accounts,
years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994
Notes to Consolidated Financial Statements

SCHEDULE
--------

Consolidated Real Estate and Accumulated Depreciation III

SCHEDULES NOT FILED:

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

ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

INDEX

Independent Auditors' Report
Balance Sheets, December 31, 1996 and 1995
Statements of Operations, years ended December 31,
1996, 1995 and 1994
Statements of Partners' Capital Accounts,
years ended December 31, 1996, 1995 and 1994
Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994
Notes to Financial Statements

SCHEDULE
--------

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 financial statements or related notes.

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - X:

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

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

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 21, 1997

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

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 21,269,359 21,431,887
Rents and other receivables, net of allowance for doubtful
accounts of $68,817 in 1996 and $38,235 in 1995 . . . . . . . . . 300,707 485,078
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 31,563 29,642
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 721,351 772,831
------------ -----------

Total current assets. . . . . . . . . . . . . . . . . . . . 22,322,980 22,719,438
------------ -----------

Investment property, at cost - Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,839,688 3,133,642
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 19,314,167 23,512,818
------------ -----------

21,153,855 26,646,460
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 8,438,692 7,645,144
------------ -----------

Total property, net of accumulated depreciation . . . . . . 12,715,163 19,001,316

Investments in unconsolidated ventures, at equity . . . . . . . . . . 14,515,288 14,404,307
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 198,140 218,659
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 319,567 488,992
------------ -----------

$ 50,071,138 56,832,712
============ ===========

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

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

1996 1995
------------ -----------
Current liabilities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 378,034
Current portion of long-term debt . . . . . . . . . . . . . . . . . 128,130 109,719
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 286,682 171,022
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 46,849 539,342
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 588,333 618,256
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 1,049,994 1,816,373
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 13,250 16,500
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 7,762,151 7,890,281
------------ -----------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . 8,825,395 9,723,154
------------ -----------
Partners' capital accounts:
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . 1,012,189 1,152,263
Cumulative cash distributions . . . . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
763,189 903,263
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . 135,651,080 135,651,080
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . 71,219,114 74,542,775
Cumulative cash distributions . . . . . . . . . . . . . . . . . (166,387,640) (163,987,560)
------------ -----------
40,482,554 46,206,295
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . 41,245,743 47,109,558
------------ -----------

$ 50,071,138 56,832,712
============ ===========

<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

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 6,430,478 13,190,501 29,048,572
Interest income . . . . . . . . . . . . . . . . . 1,033,793 1,996,356 202,804
----------- ----------- -----------
7,464,271 15,186,857 29,251,376
----------- ----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 566,130 4,074,322 8,291,721
Depreciation. . . . . . . . . . . . . . . . . . . 793,548 1,690,411 4,471,238
Property operating expenses . . . . . . . . . . . 3,881,155 7,360,538 14,459,130
Professional services . . . . . . . . . . . . . . 222,333 270,316 198,131
Amortization of deferred expenses . . . . . . . . 55,994 48,422 305,061
General and administrative. . . . . . . . . . . . 342,253 517,989 264,375
Provisions for value impairment . . . . . . . . . 5,700,000 9,300,000 8,434,103
----------- ----------- -----------
11,561,413 23,261,998 36,423,759
----------- ----------- -----------
Operating earnings (loss) . . . . . . . . . . (4,097,142) (8,075,141) (7,172,383)
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . . 582,581 761,233 1,116,541
----------- ----------- -----------
Net operating earnings (loss) . . . (3,514,561) (7,313,908) (6,055,842)
Gain on sale of investment
properties. . . . . . . . . . . . . . . . . . . . 50,826 3,832,429 64,571,942
----------- ----------- -----------
Earnings (loss) before extraordinary items. . . . . (3,463,735) (3,481,479) 58,516,100
Extraordinary items . . . . . . . . . . . . . . . . -- 3,934,532 --
----------- ----------- -----------
Net earnings (loss) . . . . . . . . $(3,463,735) 453,053 58,516,100
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1996 1995 1994
------------ ------------ ------------
Net earnings (loss) per limited partnership
interest:
Net operating earnings (loss). . . . . . . . . $ (22.49) (46.81) (38.76)
Gain on sale of investment properties. . . . . .34 25.29 426.16
----------- ----------- -----------
Earnings (loss) before extraordinary items . . (22.15) (21.52) 387.40
Extraordinary items. . . . . . . . . . . . . . -- 25.97 --
----------- ----------- -----------
Net earnings (loss) . . . . . . . . $ (22.15) 4.45 387.40
=========== =========== ===========

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

<TABLE>

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (150,005 INTERESTS)
--------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
at Decem-
ber 31,
1993 . . . . $1,000 963,664 (250,000) 714,664 135,651,080 15,762,221 (91,685,150) 59,728,151

Cash distri-
butions
($16 per
limited
partnership
interest). . -- -- -- -- -- -- (2,400,080) (2,400,080)
Net earnings
(loss) . . . -- 403,486 -- 403,486 -- 58,112,614 -- 58,112,614
------ --------- ---------- --------- ----------- ---------- ----------- -----------
Balance
at Decem-
ber 31,
1994 . . . . 1,000 1,367,150 (250,000) 1,118,150 135,651,080 73,874,835 (94,085,230)115,440,685

Cash distri-
butions
($466 per
limited
partnership
interest). . -- -- -- -- -- -- (69,902,330)(69,902,330)
Net earnings
(loss) . . . -- (214,887) -- (214,887) -- 667,940 -- 667,940
------ --------- ---------- --------- ----------- ---------- ----------- ----------

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS - CONTINUED

GENERAL PARTNERS LIMITED PARTNERS (150,005 INTERESTS)
--------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- --------- ----------- ---------- ------------- ----------
Balance
at Decem-
ber 31,
1995 . . . . 1,000 1,152,263 (250,000) 903,263 135,651,080 74,542,775 (163,987,560) 46,206,295

Cash distri-
butions
($16.00 per
limited
partnership
interest). . -- -- -- -- -- -- (2,400,080) (2,400,080)
Net earnings
(loss) . . . -- (140,074) -- (140,074) -- (3,323,661) -- (3,323,661)
------ --------- ---------- --------- ----------- ---------- ----------- ----------
Balance
at Decem-
ber 31,
1996 . . . . $1,000 1,012,189 (250,000) 763,189 135,651,080 71,219,114 (166,387,640) 40,482,554
====== ========= ========== ========= =========== ========== =========== ==========

<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
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $(3,463,735) 453,053 58,516,100
Items not requiring (providing) cash or
cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 793,548 1,690,411 4,471,238
Amortization of deferred expenses . . . . . . . 55,994 48,422 305,061
Provision for value impairments . . . . . . . . 5,700,000 9,300,000 8,434,103
Partnership's share of operations of
unconsolidated ventures, net of
distributions . . . . . . . . . . . . . . . . (48,101) 451,367 (943,809)
Gain on sale of investment properties . . . . . (50,826) (3,832,429) (64,571,942)
Extraordinary items . . . . . . . . . . . . . . -- (3,934,532) --
Changes in:
Rents and other receivables . . . . . . . . . . 184,371 (29,785) 176,667
Prepaid expenses. . . . . . . . . . . . . . . . (1,921) 58,623 144,854
Escrow deposits . . . . . . . . . . . . . . . . 51,480 35,190 (16,247)
Accrued rents receivable. . . . . . . . . . . . 29,775 27,557 795,028
Accounts payable. . . . . . . . . . . . . . . . 115,660 (229,578) (384,017)
Accrued interest. . . . . . . . . . . . . . . . (492,493) 834,600 (359,558)
Accrued real estate taxes . . . . . . . . . . . (29,923) (295,413) (1,098,168)
Tenant security deposits. . . . . . . . . . . . (3,250) (3,344) (12,034)
------------ ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . 2,840,579 4,574,142 5,457,276
Cash flows from investing activities:
Net sales and maturities of short-term
investments . . . . . . . . . . . . . . . . . . -- 2,880,712 309,267
Cash sales proceeds from sale of investment
properties, net of selling expenses . . . . . . 541,650 27,785,046 108,385,182
Additions to investment properties
(net of changes in related payables). . . . . . (548,309) (802,067) (3,006,843)
Partnership's contributions to
unconsolidated ventures . . . . . . . . . . . . (62,880) (124,750) (424,153)
Payment of deferred expenses. . . . . . . . . . . (45,735) (156,661) (54,962)
------------ ----------- -----------

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1996 1995 1994
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . (115,274) 29,582,280 105,208,491
------------ ----------- -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . (378,034) 378,034 --
Cash proceeds from refinancing of
long-term debt. . . . . . . . . . . . . . . . . -- 7,363,196 --
Payments of real estate escrow deposits from
refinancing . . . . . . . . . . . . . . . . . . -- 772,831 --
Payment of deferred refinancing expenses. . . . . -- 59,084 --
Principal payments on long-term debt. . . . . . . (109,719) (35,881,814) (24,840,531)
Distributions to limited partners . . . . . . . . (2,400,080) (69,902,330) (2,400,080)
------------ ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . (2,887,833) (97,210,999) (27,240,611)
------------ ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . (162,528) (63,054,577) 83,425,156
Cash and cash equivalents,
beginning of year . . . . . . . . . . . 21,431,887 84,486,464 1,061,308
------------ ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ 21,269,359 21,431,887 84,486,464
============ =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . $ 1,058,623 3,239,722 8,651,279
============ =========== ===========
Non-cash investing and financing activities:
Extraordinary item:
Disposition of investment property:
Balance due on mortgage note payable . . . . $ -- 14,399,992 --
Balance due on accrued interest cancelled. . -- 719,897 --
Reduction of investment properties . . . . . -- (13,555,611) --
Reduction of accrued real estate taxes . . . -- 535,289 --
Reduction of accrued rent receivables. . . . -- (357,660) --
Reduction of deferred expenses . . . . . . . -- (26,983) --
------------ ----------- -----------
Non-cash gain recognized due to
lender realizing upon security. . . . . $ -- 1,714,924 --
============ =========== ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

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

Sale of investment property:
Balance due on accrued interest cancelled. . $ -- 2,219,608 --
============ =========== ===========
Non-cash gain recognized on
sale of investment property . . . . . . $ -- 2,219,608 --
============ =========== ===========

<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

DECEMBER 31, 1996, 1995 AND 1994

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

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

The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned consolidated venture,
Animas Valley Mall Associates ("Animas") (prior to its sale in June 1995).
The effect of all transactions between the Partnership and the consolidated
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 GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1996 and 1995 is summarized as follows:

<TABLE>

1996 1995
------------------------------ ------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $50,071,138 61,599,239 56,832,712 64,374,114

Partners' capital accounts
(deficits):
General partners . . . . . . . 763,189 161,094 903,263 161,278
Limited partners . . . . . . . 40,482,554 61,296,744 46,206,295 63,663,091

Net earnings (loss):
General partners . . . . . . . (140,074) (184) (214,887) 293,912
Limited partners . . . . . . . (3,323,661) 33,733 667,940 5,768,731

Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . (22.15) .22 4.45 38.45
=========== ========== =========== ===========

</TABLE>

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

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
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. 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
($20,974,584 and $21,431,887 at December 31, 1996 and 1995, respectively)
as cash equivalents, which includes investments in an institutional mutual
fund which holds U.S. Government obligations, with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.

Deferred loan fees are amortized over the term of the respective loan
agreement.

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
prorated rental income for the full period of occupancy on a straight-line
basis.

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 may be
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.

The Partnership had acquired, either directly or through joint venture
arrangements, interests in three office buildings and five shopping
centers. Five investment properties have been sold or disposed of by the
Partnership. The remaining three investment properties owned at December
31, 1996 were operating. The cost of the investment properties represents
the total cost to the Partnership or its consolidated venture plus
miscellaneous acquisition costs.

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

YEARS
-----

Improvements--straight line. . . 30
Personal property--straight line 5
==

Maintenance and repair expenses are charged to operations as incurred.

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

Statement of Financial Accounting Standards No. 121 ("SFAS 121")
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" was issued in March 1995. The Partnership
adopted SFAS 121 as required in the first quarter of 1996. SFAS 121
requires that the Partnership record an impairment loss on its properties
to be held for investment whenever their carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale. The amount of the impairment loss to be recognized
would be the difference between the property's carrying value and the
property's estimated fair value. The Partnership's policy is to consider a
property to be held for sale or disposition when the Partnership has
committed to a plan to sell or dispose of such property and active
marketing activity has commenced or is expected to commence in the near
term or the Partnership has concluded that it may dispose of the property
by no longer funding operating deficits or debt service requirements of the
property thus allowing the lender to realize upon its security. In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" are no longer depreciated. Adjustments for impairment loss
for such properties (subsequent to the date of adoption of SFAS 121) are
made in each period as necessary to report these properties at the lower of
carrying value or fair value less costs to sell. In certain situations,
such estimated fair value could be less than the existing non-recourse debt
which is secured by the property. There can be no assurance that any
estimated fair value of these properties would ultimately be realized by
the Partnership in any future sale or disposition transaction.

Under the prior accounting policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's carrying value. The amount of any such impairment loss
recognized by the Partnership was limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness. An impairment loss under SFAS 121 is determined
without regard to the nature or the balance of such non-recourse
indebtedness. Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain for financial reporting purposes (comprised of gain on
extinguishment of debt and gain or loss on the sale or disposition of
property) to the extent of any excess of the then outstanding balance of
the property's non-recourse indebtedness over the then carrying value of
the property, including the effect of any reduction for impairment loss
under SFAS 121.

In addition, upon the disposition of any impaired property, the
Partnership will generally recognize more net gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's prior
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition. Although
implementation of this accounting statement could significantly impact the
Partnership's reported earnings, there would be no impact on cash flows.
Further, any such impairment loss is not recognized for Federal income tax
purposes.

The results of operations for consolidated properties sold or disposed
of during the past three years were $0, ($944,453) and ($8,362,364),
respectively, for the years ended December 31, 1996, 1995 and 1994.

In addition, the accompanying consolidated financial statements
include $399,985, $447,964 and $600,431, respectively, of the Partnership's
share of total property operations of $801,574, $1,181,849 and $1,582,103
of unconsolidated properties held for sale or disposition as of December
31, 1996 or sold or disposed of in the past three years.

INVESTMENT PROPERTIES

COLLIN CREEK MALL

During October 1983, the Partnership acquired the Collin Creek Mall
for $49,000,000, which was paid in cash at closing. In addition, the
Partnership initially reserved an additional $1,754,000 for capital
improvements, tenant improvements, lease-up expenses, financing fees and
other expenditures. Also, in 1985, the Partnership obtained a permanent
loan in the amount of $25,000,000, secured by the property.

On December 29, 1994, the Partnership sold the land, related
improvements and personal property of the Collin Creek Mall. The purchaser
was not affiliated with the Partnership or its General Partners and the
sale price was determined by arm's-length negotiations. The sale price of
the land, related improvements and personal property was $108,000,000
(before selling costs and prorations), all of which was paid in cash at
closing. A portion of the cash proceeds ($24,546,213) was utilized to
retire the first mortgage secured by the property. An affiliate of the
General Partner retained management of the property through December 31,
1996. The Partnership recognized a gain of $64,054,814 for financial
reporting purposes and has recognized a gain of $79,757,206 for Federal
income tax purposes in 1994.

NORTH HILLS MALL

During October 1983, the Partnership acquired an existing enclosed
mall regional shopping center in North Richland Hills (Fort Worth), Texas.
In 1985, the Partnership obtained a permanent loan in the amount of
$8,000,000, secured by the property. The Partnership's aggregate cash
investment, including additional capital improvements and other
expenditures, is approximately $14,690,000.

Additionally, an affiliate of the General Partners of the Partnership
obtained for the Partnership's benefit a right of first refusal from the
seller to acquire two additional parcels of land (approximately 10-acres)
adjacent to the shopping center.

In February 1994, the Partnership sold its sole remaining land
outparcel to an unaffiliated third party. The sale price for the outparcel
was $700,000 (before selling costs and prorations). The Partnership will
retain these net sale proceeds for working capital needs. The Partnership
recognized a gain of $517,128 for financial reporting purposes and a gain
of $518,710 for Federal income tax purposes in 1994.

The Partnership and the mortgage lender agreed to extend the July 1,
1995 maturity date of the mortgage loan on the North Hills Mall until
December 1, 1995. During this extension, the Partnership made a cumulative
paydown of approximately $860,000. The interest rate of 12.5% on the
mortgage loan remained unchanged during this extension. On November 30,
1995, the Partnership refinanced the mortgage loan (with a then outstanding
balance of $6,972,974) with a new lender. The new mortgage loan has a
principal balance of $8,000,000 and monthly principal and interest payments
of $57,182, which are based upon an interest rate per annum of 7.125% and a
25-year amortization schedule, through January 1, 2001 when the remaining
principal balance of $7,318,330 is due and payable.

The Partnership has been seeking a replacement anchor department store
for the existing Stripling & Cox store. Based upon discussions with most
major department store owners and given the market and property operating
conditions discussed more fully below, it does not appear that the
Partnership will be able to attract a traditional department store anchor
to the center in the near term.

North Hills Mall's major competition, Northeast Mall (located within a
mile from the center) recently announced that it would be undertaking a
major redevelopment which would increase its mall space as well as add up
to two new anchor department stores. Completion is expected sometime in
1999. Nordstrom's department store has committed to be one of those anchor
stores. Northeast already has four anchor department store tenants.

Due to the property and anticipated market conditions outlined above,
the Partnership is uncertain about its ability to recover the net carrying
value of the North Hills Mall investment property through future operations
and sale, given the expected holding period not being in excess of 1999.
Therefore, as of December 31, 1996, the Partnership recorded, as a matter
of prudent accounting practice, a provision for value impairment of such
investment of $5,700,000. Such provision was recorded to reflect the then
estimated fair value of the property based upon an analysis of discounted
estimated future cash flows over the projected holding period. There can
be no assurance that the estimated fair value of the property would
ultimately be realized by the Partnership in any future sale or disposition
transaction.

PASADENA TOWN SQUARE MALL

During October 1983, the Partnership acquired an existing enclosed
mall regional shopping center in Pasadena (Houston), Texas known as
Pasadena Town Square Mall. In 1985, the Partnership obtained a permanent
loan in the amount of $15,150,000, secured by the property. The
Partnership's aggregate cash investment, including additional capital
improvements and other expenditures, was approximately $16,131,000.

The non-recourse first mortgage secured by the Pasadena Town Square
Mall investment property matured in January 1995. The Partnership
continued to remit debt service payments to the lender based on the cash
generated by the property while negotiating for an extension or refinancing
of the loan. In 1995, the lender appointed a receiver to oversee the
property management obligations being performed by an affiliate of the
General Partner. The lender notified the Partnership of its demand for
payment of all sums owed. Further negotiations with the lender to obtain a
loan refinancing and/or extension proved futile. The Partnership, after
taking into consideration the costs to retain and/or add another anchor
tenant and associated mall leasing difficulties, current and projected
local economic conditions, decreasing sales and increased competition from
new and recently renovated retail properties within the trade area of the
investment property, decided not to commit any significant further amounts
of capital to this property.

Effective October 3, 1995, due to the Partnership's default in the
payment of all amounts owed, the mortgage lender concluded proceedings to
realize upon its mortgage security and obtained title to the property.
Although the Partnership no longer had an ownership interest in Pasadena
Town Square Mall, it had retained ownership of an approximately two acre
unencumbered unimproved land outparcel adjacent to the property. The
Partnership recognized an extraordinary gain of $1,714,924 on the discharge
of indebtedness for financial reporting purposes in 1995. The Partnership
recognized a gain of $3,584,938 for Federal income tax purposes in 1995
without any net realizable proceeds. Previously, due to the factors
discussed above, and due to the uncertainty of the Partnership's ability to
recover the net carrying value of the Pasadena Town Square investment
property through future operations and sale, the Partnership at December
31, 1994, recorded as a matter of prudent accounting practice, a provision
for value impairment of such investment of $8,434,103. Such provisions
were recorded to reduce the net carrying value of the investment property
to the then outstanding balance of the related non-recourse financing.

During October 1996, a sale was finalized for an approximate two acre
unencumbered, unimproved out-parcel of land at a price of $550,000, before
closing costs and prorations, which was paid in cash at closing. The
Partnership recognized a gain of approximately $51,000 for both financial
reporting and Federal income tax purposes in 1996.

VENTURE AGREEMENTS - GENERAL

The Partnership at December 31, 1996 is a party to two operating joint
venture agreements. Pursuant to such agreements, the Partnership made
initial capital contributions of approximately $47,313,000 (before legal
and other acquisition costs and its share of operating deficits as
discussed below). 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.

The Partnership has acquired, through the above ventures, two office
buildings. The venture properties have been financed under various long-
term debt arrangements as described in the notes. 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 its 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.

ANIMAS VALLEY MALL

The Partnership had acquired its interest in the Animas Valley Mall by
a $9,000,000 contribution in cash to a joint venture with the developer in
October 1983.

On June 30, 1995, the Partnership through Animas Valley Mall
Associates sold the land, building, related improvements and personal
property of the Animas Valley Mall and related land outparcel located in
Farmington, New Mexico. The purchaser was not affiliated with the
Partnership or its General Partners and the sale price was determined by
arm's-length negotiations. The aggregate sale price of the above was
$27,800,000 (before selling costs and prorations), all of which was paid in
cash at closing. A majority of the cash proceeds ($27,000,000) was
utilized to retire the first mortgage secured by the improved property.
The Partnership recognized a gain of $3,832,429 on the sale of the
investment property and an extraordinary gain of $2,219,608 on the
forgiveness of debt for financial reporting purposes in 1995. The
Partnership recognized a gain of $2,920,143 for Federal income tax purposes
in 1995.

In October 1983, the Partnership acquired through a joint venture with
the developer, an interest in a newly constructed regional enclosed mall
shopping center in Farmington, New Mexico, known as the Animas Valley Mall.

The Partnership contributed $9,000,000 in cash to the venture.

Operating profits and losses were 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 Partnership
agreed, among other things to pay the unaffiliated venture partner a
certain settlement amount in connection with the disposition of the
property. On June 16, 1995, the joint venture acquired a 99% interest in
RIC Wausau Associates, L.L.C., a Wisconsin limited liability company
("LLC"), which owns an unimproved land parcel, for the sum of $75,000. On
June 22, 1995, this interest in the LLC was assigned via a tax-free
exchange to the unaffiliated joint venture partner in return for the
relinquishment of its entire interest in the joint venture, including any
right to the settlement payment upon disposition discussed above.
Concurrently, the Partnership admitted the General Partner of the
Partnership into the joint venture with a 1% interest.

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 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 paid debt service through February 1994 in accordance with
these modified terms. In addition, under the terms of the modification,
the joint venture was required to make monthly real estate tax escrow
deposits. 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 was payable to the lender
quarterly towards interest accrued as of December 31, 1994 (approximately
$2,200,000). As of the date of sale, no excess cash flow was paid to the
lender. The lender agreed to further extend the maturity date to July 1,
1995 and subsequently to September 1, 1995 under the prior modification
terms. The lender agreed to allow the joint venture to retain any net sale
proceeds in excess of the $27,000,000 (as defined).

ROYAL EXECUTIVE PARK

In December 1983, the Partnership acquired through a joint venture
with the developer, an interest in a completed three-building office
complex in Ryebrook, New York known as Royal Executive Park.

The Partnership contributed the sum of $25,948,000 to the joint
venture which was used to repay an interim construction loan secured by the
property. The developer was obligated to contribute to the joint venture
amounts required to complete construction including tenant improvements.
The acquisition of the venture interest resulted in an excess of the
Partnership's basis in the property over its proportionate share of the
venture's assets of approximately $10,000,000. Such excess was being
amortized over the remaining useful life of the joint venture's property
through an adjustment of the Partnership's share of the joint venture's
operations. As discussed below, the Partnership recorded a provision for
value impairment at September 30, 1995.

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
$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 was 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 on essentially the same terms. In addition,
effective July 1, 1994, the same affiliate of the General Partner assumed
certain leasing responsibilities for the property. In December 1994, such
affiliate further assigned such property management and leasing
responsibilities to an unaffiliated third party who continues in such
capacity.

MCI International Inc. ("MCI") 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.
The joint venture finalized a modification and extension of MCI's 180,000
square foot lease which provides 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 provided 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 believed, 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 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
1994 costs associated with MCI's expansion and modification were paid for
from cash generated by the property in 1993 and 1994 and net capital
contributions by the Partnership and the joint venture partner totalling
$503,844 contributed in their respective ownership percentages.

In response to the uncertainty of the Partnership's ability to recover
the net carrying value of the Royal Executive Park joint venture investment
through future operations and sale during the estimated holding period, as
of September 30, 1995, the Partnership recorded as a matter of prudent
accounting practice, a provision for value impairment of such investment of
$9,300,000. Such provisions were recorded to reduce the net carrying value
of the joint venture investment to its then estimated fair value. As the
joint venture had committed to a plan to sell or dispose of the property,
the Royal Executive Park office building was classified as held for sale as
of December 31, 1996, and therefore, will not be subject to continued
depreciation beyond that date.

In the third quarter of 1996, the joint venture became aware that fuel
oil believed to be from the property's underground storage tanks has been
discharged into the ground. The joint venture believes that such discharge
has been the result of normal operations of the property and not the
actions of tenants or other third parties. The joint venture is currently
performing tests to determine the nature and extent of the contamination
and the cost of any remediation. The joint venture believes that no nearby
underground water supplies were affected nor does it appear likely that any
will be affected in the future. At this time, the joint venture has
accrued $250,000 as its preliminary estimate of the cost of any
remediation, of which the Partnership's share is $124,750. The joint
venture does not expect that the value of the property has been materially
impaired; however, there can be no assurance that the contamination will
not have an increased material impact on the Partnership's financial
condition until more information becomes available.

40 BROAD STREET

During December 1985, the Partnership acquired, through a joint
venture partnership (the "Affiliated Joint Venture") with JMB Income
Properties, Ltd.-XII ("JMB Income-XII", a partnership sponsored by the
Managing General Partner of the Partnership) a 31.44% interest in an
existing 24-story office building located at 40 Broad Street in New York,
New York. The Affiliated Joint Venture's purchase price for the building
was $65,100,000 (net of prorations and miscellaneous closing costs), of
which the Partnership provided approximately $20,470,000, which was paid in
cash at closing.

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 the Affiliated Joint Venture which is 31.44%.
The Partnership and JMB Income - XII are current with respect to their
required capital contributions to Broad Street.

Until December 1994, the property was managed by an affiliate of the
General Partners of the Partnership for a fee calculated as 2% of gross
receipts of the property.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1996 and
1995:

1996 1995
---------- ---------
7-1/8% mortgage note, secured
by the North Hills Mall in North
Richland Hills (Fort Worth), Texas;
payable in monthly installments of
$57,182 (including interest) until
January 1, 2001 when the outstanding
balance of $7,318,330 is due and
payable. . . . . . . . . . . . . . . . $7,890,281 8,000,000
---------- ----------
Total debt . . . . . . . . . . . . 7,890,281 8,000,000
Less current portion of
long-term debt . . . . . . . . . 128,130 109,719
---------- ----------
Total long-term debt. . . . . $7,762,151 7,890,281
========== ==========

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

1997 . . . . . . . . $ 128,130
1998 . . . . . . . . 137,564
1999 . . . . . . . . 147,692
2000 . . . . . . . . 158,565
2001 . . . . . . . . 7,318,330
==========

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.

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 December 31, 1996, $10,153,180 of distributable cash has
been deferred by the General Partners.

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 disbursable 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, in accordance
with the Partnership Agreement, the General Partners have deferred the
receipt of certain sale proceeds ($3,481,080 or approximately $23 per
interest) from the Partnership in connection with the sale of the Towne
Square Mall and Collin Creek Mall as discussed above.

MANAGEMENT AGREEMENTS

The North Hills Mall, Pasadena Town Square (prior to the lender
realizing upon its security in October 1995) and Animas Valley Mall (prior
to its sale in June 1995) are/were managed by an affiliate of the General
Partners pursuant to management agreements which provide for leasing
commissions and an annual fee based upon a percentage of rental income of
the property, the aggregate of such commission and fee not to exceed 6% of
the gross receipts of the property. The Royal Executive Park office
building had 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, the affiliate of the General Partners assumed the
leasing responsibilities for the property.

In December 1994, one of the affiliated property managers sold
substantially all of its assets and assigned its interest in its management
contracts to an unaffiliated third party. In addition, certain of the
management personnel of the property manager became management personnel of
the purchaser and its affiliates. The successor to the affiliated property
manager's assets is acting as the property manager of the Royal Executive
Park office building and the 40 Broad Street office building after the sale
on the same terms that existed prior to the sale.

LEASES - AS PROPERTY LESSOR

At December 31, 1996, the Partnership and its consolidated venture's
principal asset is 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 properties, excluding the cost of the land, is depreciated over
the estimated useful lives. Leases with tenants range in term from one to
thirty years and provide for fixed minimum rent and partial reimbursement
of operating costs. In addition, leases 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, to be received
in the future under the operating leases are as follows:

1997 . . . . . . . . . . $ 2,306,403
1998 . . . . . . . . . . 2,208,925
1999 . . . . . . . . . . 2,042,480
2000 . . . . . . . . . . 1,834,254
2001 . . . . . . . . . . 1,689,264
Thereafter . . . . . . . 4,944,924
-----------
Total . . . . . . . $15,026,250
===========

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

1994 . . . . . . . . . . $935,162
1995 . . . . . . . . . . 331,841
1996 . . . . . . . . . . 276,538

TRANSACTIONS WITH AFFILIATES

The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Managing General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of December 31, 1996, 1995 and 1994 are as follows:

UNPAID AT
DECEMBER 31,
1996 1995 1994 1996
-------- -------- -------- ------------
Property management
and leasing fees . . . . $146,329 295,394 695,178 --
Insurance commissions . . 3,546 24,677 42,296 --
Reimbursement (at cost)
for accounting
services . . . . . . . . 10,145 90,169 98,245 988
Reimbursement (at cost)
for portfolio manage-
ment services. . . . . . 44,567 66,668 36,681 17,005
Reimbursement (at cost)
for legal services . . . 3,910 8,021 22,103 1,325
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket expenses . 8,824 148,818 30,004 --
-------- ------- ------- ------

$217,321 633,747 924,507 19,318
======== ======= ======= ======

The General Partners have deferred (in accordance with the Partnership
agreement) payment of certain of their distributions of net cash flow from
the Partnership. Accordingly, $10,153,180 (approximately $68 per interest)
of distributable cash and $3,481,080 (approximately $23 per interest) of
sale proceeds has been deferred by the General Partners. These amounts,
together with the unpaid fees and expenses set forth in the chart above, do
not bear interest and may be paid in future periods in accordance with the
Partnership agreement to the extent of sufficient distributable proceeds
from property operations, sales or refinancings. The Partnership does not
expect that the subordination requirements of the Partnership agreement
will be satisfied over the expected remaining term of the Partnership to
permit payment of the majority of these amounts.

INVESTMENTS IN UNCONSOLIDATED VENTURES

Summary financial information for Royal Executive Park and 40 Broad
Street as of and for the years ended December 31, 1996 and 1995 are as
follows:

1996 1995
------------ ------------

Current assets. . . . . . . . . . $ 3,143,859 3,545,263
Current liabilities . . . . . . . (499,199) (249,728)
------------ ------------
Working capital. . . . . . . 2,644,660 3,295,535
------------ ------------
Investment property, net. . . . . 30,220,549 30,619,261
Other assets, net . . . . . . . . 5,234,760 4,333,707
Other liabilities, net. . . . . . (112,672) (143,555)
Venture partners' equity. . . . . (12,338,930) (12,567,562)
------------ ------------
Partners' capital. . . . . . $ 25,648,367 25,537,386
============ ============
Represented by:
Invested capital . . . . . . $ 50,335,311 50,272,431
Cumulative cash distributions (37,202,315) (36,667,835)
Cumulative net earnings. . . 12,515,371 11,932,790
------------ ------------
$ 25,648,367 25,537,386
============ ============
Total income. . . . . . . . . . . $ 10,666,093 11,140,197
============ ============
Expenses applicable to operations $ 9,283,744 8,961,945
============ ============
Net earnings. . . . . . . . . . . $ 1,382,349 2,178,252
============ ============

Also, for the year ended December 31, 1994, total income, expenses
applicable to operations and net earnings were $12,321,252, $9,079,579 and
$3,223,673, respectively, for the unconsolidated ventures listed above.

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1996

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

SHOPPING
CENTER:
North Richland
Hills,
Texas (C). . $7,890,281 3,170,275 9,829,725 9,484,442 1,839,688 19,314,167 21,153,855
---------- --------- --------- --------- --------- ---------- ----------

Total . $7,890,281 3,170,275 9,829,725 9,484,442 1,839,688 19,314,167 21,153,855
========== ========= ========= ========= ========= ========== ==========

</TABLE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

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

SHOPPING CENTER:
North Richland Hills,
Texas (C) . . . . . . . . $8,438,692 1979 10/19/83 5-30 years 641,177
---------- -------

Total . . . . . . . . . $8,438,692 641,177
========== =======

<FN>
- ------------------
Notes:
(A) The initial cost to the Partnership represents the original purchase price of the
properties, including amounts incurred subsequent to acquisition which were contemplated at the
time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1996 for Federal income tax
purposes was approximately $26,100,000.
(C) Reflects reallocation of initial costs between land and buildings and improvements.
(D) The Partnership recorded a provision for value impairment of $5,700,000 in 1996,
which was recorded as a reduction in land, building improvements, deferred expenses and accrued
rents receivable.

</TABLE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(E) Reconciliation of real estate owned at December 31, 1996, 1995 and 1994:

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . $ 26,646,460 89,097,178 154,841,597
Additions. . . . . . . . . . . . . . . . . . . . 548,309 802,067 3,006,843
Reductions during period . . . . . . . . . . . . (490,824) (63,252,785) (60,333,437)
Provisions for value impairment. . . . . . . . . (5,550,090) -- (8,417,825)
------------ ------------ ------------

Balance at end of period . . . . . . . . . . . . $ 21,153,855 26,646,460 89,097,178
============ ============ ============

(F) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . $ 7,645,144 31,896,865 43,945,824
Depreciation expense . . . . . . . . . . . . . . 793,548 1,690,411 4,471,238
Reductions during period . . . . . . . . . . . . -- (25,942,132) (16,520,197)
------------ ------------ ------------

Balance at end of period . . . . . . . . . . . . $ 8,438,692 7,645,144 31,896,865
============ ============ ============

</TABLE>

INDEPENDENT AUDITORS' REPORT

The Partners
ROYAL EXECUTIVE PARK I:

We have audited the financial statements of the Royal Executive Park I
(a general partnership) as listed in the accompanying index. In connection
with our audits of the financial statements, we also have audited the
financial statement schedule as listed in the accompanying index. These
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 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 financial statements referred to above present
fairly, in all material respects, the financial position of the Royal
Executive Park I at December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted
accounting principles. Also in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.

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

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 21, 1997

<TABLE>
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS
------

<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 1,677,256 470,652
Rents and other receivables . . . . . . . . . . . . . . . . . . . 3,928 14,367
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . 12,299 11,316
------------ -----------

Total current assets. . . . . . . . . . . . . . . . . . . 1,693,483 496,335
------------ -----------

Investment property, at cost -- Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,532,027
Buildings and improvements. . . . . . . . . . . . . . . . . . . -- 28,969,158
------------ -----------

-- 30,501,185
Less accumulated depreciation . . . . . . . . . . . . . . . . . . -- 9,588,210
------------ -----------

Total property held for investment,
net of accumulated depreciation . . . . . . . . . . . . -- 20,912,975

Property held for sale or disposition . . . . . . . . . . . . . . 20,726,756 --
------------ -----------

Total investment property, net of
accumulated depreciation. . . . . . . . . . . . . . . . 20,726,756 20,912,975

Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . 2,004,573 2,301,151
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . 1,210,987 900,516
------------ -----------

$ 25,635,799 24,610,977
============ ===========

ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

BALANCE SHEETS - CONTINUED

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

1996 1995
------------ ------------

Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . $ 345,784 103,571
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . 13 18,978
------------ -----------

Total current liabilities . . . . . . . . . . . . . . . . 345,797 122,549
------------ -----------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . 345,797 122,549
------------ -----------
Partners' capital accounts:
JMB Income Properties, Ltd. - X:
Capital contributions . . . . . . . . . . . . . . . . . . . . . 27,426,476 27,426,476
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . 21,116,921 20,716,936
Cumulative cash distributions . . . . . . . . . . . . . . . . . (26,670,412) (26,670,412)
------------ -----------

21,872,985 21,473,000
------------ -----------

Venture partner capital accounts. . . . . . . . . . . . . . . . 3,417,017 3,015,428
------------ -----------

Total partners' capital accounts. . . . . . . . . . . . . 25,290,002 24,488,428
------------ -----------

$ 25,635,799 24,610,977
============ ===========

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

<TABLE>
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1996, 1995 and 1994

<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 5,095,643 5,154,336 5,578,364
Interest income . . . . . . . . . . . . . . . . . 34,670 46,251 14,026
----------- ------------ ------------

5,130,313 5,200,587 5,592,390
----------- ------------ ------------

Expenses:
Depreciation. . . . . . . . . . . . . . . . . . . 672,009 678,555 665,932
Property operating expenses . . . . . . . . . . . 3,342,848 3,034,027 3,035,951
Amortization of deferred expenses . . . . . . . . 313,882 306,156 308,404
----------- ------------ ------------

4,328,739 4,018,738 4,010,287
----------- ------------ ------------

Net earnings (loss) . . . . . . . . . . . $ 801,574 1,181,849 1,582,103
=========== ============ ============

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

<TABLE>
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

VENTURE
JMB-X PARTNERS
----------- -----------
<S> <C> <C>
Balance at December 31, 1993. . . . . . $20,615,820 2,154,812

Cash contributions. . . . . . . . . . . 424,150 425,850
Cash distributions. . . . . . . . . . . (172,732) (173,424)
Net earnings (loss) . . . . . . . . . . 789,469 792,634
----------- -----------

Balance at December 31, 1994. . . . . . 21,656,707 3,199,872

Cash contributions. . . . . . . . . . . 124,750 125,250
Cash distributions. . . . . . . . . . . (898,200) (901,800)
Net earnings (loss) . . . . . . . . . . 589,743 592,106
----------- -----------

Balance at December 31, 1995. . . . . . 21,473,000 3,015,428

Cash contributions. . . . . . . . . . . -- --
Cash distributions. . . . . . . . . . . -- --
Net earnings (loss) . . . . . . . . . . 399,985 401,589
----------- -----------

Balance at December 31, 1996. . . . . . $21,872,985 3,417,017
=========== ===========

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

<TABLE>
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 and 1994

<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ 801,574 1,181,849 1,582,103
Items not requiring (providing) cash or
cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 672,009 678,555 665,932
Amortization of deferred expenses . . . . . . . 313,882 306,156 308,404
Changes in:
Rents and other receivables . . . . . . . . . . 10,439 248,322 66,784
Prepaid expenses. . . . . . . . . . . . . . . . (983) 4,370 2,598
Accrued rents receivable. . . . . . . . . . . . (310,471) (306,471) (82,836)
Accounts payable. . . . . . . . . . . . . . . . 242,213 22,467 (5,445)
Unearned rents. . . . . . . . . . . . . . . . . (18,965) 14,551 (11,607)
------------ ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . 1,709,698 2,149,799 2,525,933
------------ ----------- -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . (485,790) (222,889) (2,335,178)
Payment of deferred expenses. . . . . . . . . . . (17,304) (296,181) (1,627,404)
------------ ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . (503,094) (519,070) (3,962,582)
------------ ----------- -----------
Cash flows from financing activities:
Capital contributions by partners . . . . . . . . -- 250,000 850,000
Distributions to partners . . . . . . . . . . . . -- (1,800,000) (346,156)
------------ ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . -- (1,550,000) 503,844
------------ ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . 1,206,604 80,729 (932,805)
Cash and cash equivalents,
beginning of year . . . . . . . . . . . 470,652 389,923 1,322,728
------------ ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ 1,677,256 470,652 389,923
============ =========== ===========

ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

STATEMENTS OF CASH FLOWS - CONTINUED

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

Supplemental disclosure of cash
flow information:
Cash paid for mortgage and
other interest. . . . . . . . . . . . . . . . . $ -- -- --
============ =========== ===========
Non-cash investing and
financing activities. . . . . . . . . . . . . . $ -- -- --
============ =========== ===========

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

ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

OPERATIONS AND BASIS OF ACCOUNTING

The accompanying financial statements have been prepared for the
purpose of complying with Rule 3.09 of Regulation S-X of the Securities and
Exchange Commission. They include the accounts of the unconsolidated joint
venture, Royal Executive Park I ("Venture"), in which JMB Income
Properties, Ltd. - X and an unaffiliated venture are the partners.

Royal Executive Park I holds an equity investment in commercial real
estate property in the City of Rye Brook, New York. Business activities
consist of rentals to a variety of commercial companies, and the ultimate
sale or disposition of such real estate.

The Royal Executive Park I office building was classified as held for
sale as of December 31, 1996, and therefore, will not be subject to
continued depreciation beyond that date.

The accounting policies of the Venture are the same as those of the
Partnership. Accordingly, reference is made to the Notes to the
Partnership's financial statements filed with this annual report. Such
notes are incorporated herein by reference.

VENTURE AGREEMENTS

A description of the Venture agreement is contained in the Notes to
Consolidated Financial Statements of the Partnership for the year ended
December 31, 1996. Such note is incorporated herein by reference.

In the third quarter of 1996, the Venture became aware that fuel oil
believed to be from the property's underground storage tanks has been
discharged into the ground. The Venture believes that such discharge has
been the result of normal operations of the property and not the actions of
tenants or other third parties. The Venture is currently performing tests
to determine the nature and extent of the contamination and the cost of any
remediation. The Venture believes that no nearby underground water
supplies were affected nor does it appear likely that any will be affected
in the future. At this time, the Venture has accrued $250,000 as its
preliminary estimate of the cost of any remediation. The Venture does not
expect that the value of the property has been materially impaired;
however, there can be no assurance that the contamination will not have an
increased material impact on the Partnership's financial condition until
more information becomes available.

LEASES - AS PROPERTY LESSOR

At December 31, 1996, the Venture's principal leased asset is an
office building. The Venture has determined that all leases relating to
the property are properly classified as operating leases; therefore, rental
income is reported when earned and the cost of the property, excluding cost
of land, is depreciated over the estimated useful live. Leases with
commercial tenants range in term from one to nine years and provide for
fixed minimum rent and partial to full reimbursement of operating costs.

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

1997 . . . . . . . $ 2,728,505
1998 . . . . . . . 2,998,505
1999 . . . . . . . 3,088,505
2000 . . . . . . . 3,088,505
2001 . . . . . . . 2,461,877
Thereafter . . . . 11,295,000
-----------
$25,660,897
===========

TRANSACTIONS WITH AFFILIATES

<TABLE>
SCHEDULE III
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1996

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) TO ACQUISITION AT END OF PERIOD (B)
-----------------------------------------------------------------------------------
BUILDINGS BUILDINGS BUILDINGS
AND AND AND
ENCUMBRANCE LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL (C)
----------- ----------- -------------------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
OFFICE
BUILDING:
Ryebrook,
New York. . $ -- 1,532,027 25,575,790 3,879,158 1,532,027 29,454,948 30,986,975
---------- --------- ---------- --------- --------- ---------- ----------

Total . . $ -- 1,532,027 25,575,790 3,879,158 1,532,027 29,454,948 30,986,975
========== ========= ========== ========= ========= ========== ==========

</TABLE>

<TABLE>
SCHEDULE III - CONTINUED
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1996

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATION REAL ESTATE
DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
OFFICE
BUILDING:
Ryebrook,
New York. . . . . . . $10,260,219 1983 12-16-83 5-30 years $813,007
----------- --------

Total . . . . . . . $10,260,219 $813,007
=========== ========

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

Notes:
(A) The initial cost to Royal Executive Park I represents the original purchase price of the property,
including amounts incurred subsequent to acquisition which were contemplated at the time the property was
acquired.
(B) The aggregate cost of real estate owned at December 31, 1996 for federal income tax purposes was
$28,559,976.
</TABLE>

<TABLE>
SCHEDULE III - CONTINUED
ROYAL EXECUTIVE PARK I
(A GENERAL PARTNERSHIP)

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1996

<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . $ 30,501,185 30,278,296 27,943,118
Additions during the year. . . . . . . . . . 485,790 222,889 2,335,178
------------ ------------ ------------

Balance at end of period . . . . . . . . . . $ 30,986,975 30,501,185 30,278,296
============ ============ ============

(D) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . $ 9,588,210 8,909,655 8,243,723
Depreciation expense . . . . . . . . . . . . 672,009 678,555 665,932
------------ ------------ ------------

Balance at end of period . . . . . . . . . . $ 10,260,219 9,588,210 8,909,655
============ ============ ============

</TABLE>

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

There were no changes of or disagreements with, auditors during fiscal
year 1996 and 1995.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

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

The names, positions held and length of service therein of each
director and executive and certain other officers of the Managing General
Partner of the Partnership are as follows at December 31, 1996:

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 Chief Executive Officer 8/01/93
Executive Vice President 1/02/87
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/17/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

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

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

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

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

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

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

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

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

John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business. He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P. Since 1994, Mr. Schreiber has also
served as a Trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. In
addition, Mr. Schreiber is a director of USC, Inc. 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 47) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

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

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

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

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

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no officers or directors. The General Partners of
the Partnership are entitled to receive a share of cash distributions, when
and as cash distributions are made to the Limited Partners, and a share of
profits or losses. Reference is made to the Notes for a description of
such transactions, distributions and allocations. In 1996, 1995 and 1994,
no cash distributions were paid to the General Partners.

Affiliates of the Managing General Partner provided property
management services to the Partnership in 1996 for the North Hills Mall in
North Richland, Texas. Fees are calculated at 4% of fixed and percentage
rents from North Hills Mall. In 1996, such affiliate earned property
management and leasing fees amounting to $146,329, of which all was paid as
of December 31, 1996. 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 6% of the gross receipts from a property), and such
agreements must be terminable by either party thereto, without penalty,
upon 60 days' notice.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1996
aggregating $3,546 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses and salaries
relating to the administration of the partnership and operation of the
Partnership's real property investments. In 1996, the Managing General
Partner incurred such out-of-pocket expenses and salaries in the amount of
$67,446 of which $19,318 was paid at December 31, 1996.

The Partnership is permitted to engaged in various transactions
involving affiliates of the Managing General Partner of the Partnership, as
described in Item 10 and Exhibit 21 hereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

(b) The Managing General Partner, its officers and directors and the Associate General Partner 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 directors directly
and the Associate General
Partner as a group

<FN>
No officer or directors 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 Corporate General Partner.

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

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

2. Exhibits.

3-A.* The Prospectus of the Partnership dated June 29, 1983 as
supplemented September 12, 1983 and October 21, 1983, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference. Copies of pages 8-12, 57-59 and A-7 to A-11 are
hereby incorporated herein by reference.

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

3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated by reference to the
Partnership's Report on Form 10Q/A (File No. 0-12140) dated November 25,
1996.

4-A. Document relating to the mortgage loan secured by the
North Hills Mall in North Richland Hills, Texas, is hereby incorporated by
reference to the Partnership's Report on Form 10-K (File No. 0-12432) dated
December 31, 1995.

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 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-D. Sale documents relating to the outparcel sale at the
Animas Valley Mall in Farmington, New Mexico are hereby incorporated by
reference to the Partnership's report on Form 10-K (File No. 0-12140) dated
March 25, 1994.

10-E. Sale documents relating to the sale of the Collin Creek
Mall in Plano, Texas are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-12140) dated January 13, 1995.

10-F. Sale documents relating to the sale of the Animas Valley
Mall and a related land outparcel sale in Farmington, New Mexico are hereby
incorporated by reference to the Partnership's report on Form 8-K (File No.
0-12140) dated July 14, 1995.

10-G. Documents describing the transferred title of the
Partnership's interest in the Pasadena Town Square Shopping Center are
hereby incorporated by reference to the Partnership's report for September
30, 1995 on Form 10-Q (File No. 0-12140) dated November 9, 1995.

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. 0-12432)
dated March 19, 1993.

Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to
Rule 601(b)(4)(iii), the Registrant commits to provide copies of such
agreements to the Securities and Exchange Commission upon request.

(b) No reports on Form 8-K has been filed for the quarter covered
by this report.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
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. - X

By: JMB Realty Corporation
Managing General Partner

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

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

By: JMB Realty Corporation
Managing General Partner

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

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

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

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

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

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

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

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

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

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE Page
------------ ----
3-A. Pages 8-12, 57-59 and A-7 to
A-11 of the Prospectus of the
Partnership dated June 29, 1983,
as supplemented September 12,
1983 and October 21, 1983 Yes --

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

3-C. Acknowledgement of rights and
duties of the General Partners of
the Partnership Yes --

4-A. Mortgage loan documents related
to North Hills Mall Yes --

10-A. Acquisition documents related to
the 40 Broad Street office building Yes --

10-B. Acquisition documents related to
the Royal Executive Park office
complex Yes --

10-C. Acquisition documents related to
the North Hills Mall Yes --

10-D. Sale documents related to the
outparcel sale at Animas Valley
Mall Yes --

10-E. Sale documents related to the
Collin Creek Mall Yes --

10-F. Sale documents related to the
Animas Valley Mall Yes --

10-G. Documents describing the
transferred title of the
Partnership's interest in the
Pasadena Town Square Shopping
Center Yes

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in JMB-40 Broad Street
Associates, an Illinois general partnership which holds title to the 40
Broad Street Building. The Partnership is a general partner in Royal
Executive Park-I, a New York general partnership which holds title to the
Royal Executive Park Office Complex. Reference is made to the Notes for a
summary description of the terms of such partnership agreements. The
Partnership's interest in the foregoing joint venture partnerships, and the
results of their 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. - X, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.

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

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

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

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

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

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

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

EXHIBIT 24

POWER OF ATTORNEY

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

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

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

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

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

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

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

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

<ARTICLE> 5

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

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

<CASH> 21,269,359
<SECURITIES> 0
<RECEIVABLES> 1,053,621
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,322,980
<PP&E> 21,153,855
<DEPRECIATION> 8,438,692
<TOTAL-ASSETS> 50,071,138
<CURRENT-LIABILITIES> 1,049,994
<BONDS> 7,762,151
<COMMON> 0
0
0
<OTHER-SE> 41,245,743
<TOTAL-LIABILITY-AND-EQUITY> 50,071,138
<SALES> 6,430,478
<TOTAL-REVENUES> 7,464,271
<CGS> 0
<TOTAL-COSTS> 4,730,697
<OTHER-EXPENSES> 564,586
<LOSS-PROVISION> 5,700,000
<INTEREST-EXPENSE> 566,130
<INCOME-PRETAX> (4,097,142)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,514,561)
<DISCONTINUED> 50,826
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,463,735)
<EPS-PRIMARY> (22.15)
<EPS-DILUTED> (22.15)

</TABLE>