JMB INCOME PROPERTIES LTD X, 10-K405, 1999-03-30

JMB INCOME PROPERTIES LTD X
10-K405, 1999-03-30
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, 1998 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

<PAGE>

TABLE OF CONTENTS

Page
----
PART I

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

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

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

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

PART II

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

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

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . 12

Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . . . 16

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

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . 41

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . . . 41

Item 11. Executive Compensation . . . . . . . . . . . . . 44

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . 45

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . . . 46

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . . . 46

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 48

<PAGE>

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
interests. The Partnership has one remaining real property investment
located in North Richland Hills, Texas. 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 property as quickly as practicable and to wind up its
affairs in the near future, barring any unforeseen economic developments.

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

<PAGE>

<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
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
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
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)
6. Royal Executive Park
office complex
Rye Brook,
New York . . . . . . 270,000
sq.ft. 12/16/83 12/19/97 fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (c)(d)

<PAGE>

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
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 12/30/97 fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (c)(d)

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

(a) The computation of this percentage for the property held at December 31, 1998 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 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.

</TABLE>

<PAGE>

The Partnership's real property investment is subject to competition
from similar types of properties (including, properties owned by affiliates
of the General Partners) in the vicinity in which it is located. Such
competition is generally for the retention of existing tenants.
Additionally, the Partnership is in competition for new tenants. Reference
is made to Item 7 below for a discussion of competitive conditions and
future renovation and capital improvement plans of the Partnership and its
investment property. 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
property in its market 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, the one investment property held at
December 31, 1998 is adequately insured.

Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's property
as of December 31, 1998.

The Partnership has no employees.

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 or owned 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 1998 and 1997 for the Partnership's investment properties owned
during 1998:

<PAGE>

<TABLE>
<CAPTION>
1997 1998
------------------------- -------------------------
Principal At At At At At At At At
Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------- ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
North Hills Mall
North Richland Hills,
Texas (a). . . . . . . . . . Retail 84% 82% 81% 78% 78% 80% 69% 76%

<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
temporary tenants is 68% at March 31, 1997, 69% at June 30, 1997, 67% at September 30, 1997 and 67% at
December 31, 1997, 65% at March 31, 1998, 64% at June 30, 1998, 51% at September 30, 1998 and 50% at December 31,
1998.

</TABLE>

<PAGE>

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 1997 or 1998.

PART II

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

As of December 31, 1998, there were 13,424 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.

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

<PAGE>

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

YEARS ENDED DECEMBER 31, 1998, 1997, 1996, 1995 and 1994
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1998 1997 1996 1995 1994
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . . $ 6,960,173 6,794,437 7,464,271 15,186,857 29,251,376
============ =========== =========== =========== ===========
Earnings (loss) before
gains on sale or
disposition of
investment properties
and extraordinary items . . $ (2,244,770) 3,240,011 (3,514,561) (7,313,908) (6,055,842)
Partnership's share of
gain on sale of invest-
ment properties of uncon-
solidated ventures. . . . . -- 13,684,709 -- -- --
Gains on sale of interest
in unconsolidated
venture and disposi-
tion of investment
properties . . . . . . . . -- -- 50,826 3,832,429 64,571,942
Extraordinary items. . . . . -- -- -- 3,934,532 --
------------ ----------- ----------- ----------- -----------
Net earnings (loss). . . . . $ (2,244,770) 16,924,720 (3,463,735) 453,053 58,516,100
============ =========== =========== =========== ===========

<PAGE>

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

YEARS ENDED DECEMBER 31, 1998, 1997, 1996, 1995 AND 1994
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1998 1997 1996 1995 1994
----------- ----------- ----------- ------------ ------------

Net earnings (loss)
per Interest (b):
Earnings (loss)
before gains on sale
or disposition of
investment properties
and extraordinary
items . . . . . . . . . . $ (14.37) 20.74 (22.49) (46.81) (38.76)
Partnership's share of
gain on sale of invest-
ment properties of un-
consolidated ventures. . -- 90.32 -- -- --
Gains on sale of interest
in unconsolidated
venture and disposi-
tion of investment
properties . . . . . . . -- -- .34 25.29 426.16
Extraordinary items. . . . -- -- -- 25.97 --
------------ ----------- ----------- ----------- -----------
Net earnings (loss). . . . . $ (14.37) 111.06 (22.15) 4.45 387.40
============ =========== =========== =========== ===========
Total assets . . . . . . . . $ 15,623,140 65,062,906 50,071,138 56,832,712 170,327,264
Long-term debt . . . . . . . $ 7,476,895 7,624,586 7,762,151 7,890,281 --
Cash distributions
per Interest (c) . . . . . $ 312.00 12.00 16.00 466.00 16.00
============ =========== =========== =========== ===========

<PAGE>

<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>

<PAGE>

<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1998

<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
Occupancy Rate Avg. Base Rent Per
December 31, (1) Square Foot (2)
------------ -------------- ------------------
<S> <C> <C> <C> <C>

1994. . . . . . 95% $15.94
1995. . . . . . 92% 15.27
1996. . . . . . 88% 15.07
1997. . . . . . 78% 15.06
1998. . . . . . 76% 11.57
<FN>
(1) The percentage represents physical occupancy which includes temporary
tenants.
(2) 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>

No tenant comprises
more than 10% of the
GLA at the property.

</TABLE>

<PAGE>

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

Annualized Percent of
Number of Approx. Total Base Rent Total 1998
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1999 8 15,614 279,169 14%
2000 3 7,098 163,000 8%
2001 4 10,048 168,174 9%
2002 4 7,099 177,869 9%
2003 4 9,638 139,338 7%
2004 4 17,485 261,103 14%
2005 5 10,421 292,394 15%
2006 2 2,764 101,500 5%
2007 1 422 24,358 1%
2008 1 7,563 132,353 7%

(1) Excludes leases that expire in 1999 for which renewal leases or leases with
replacement tenants have been executed as of January 5, 1999.

</TABLE>

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

As a result of the public offering 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.

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.

During 1996, 1997 and 1998, some of the Limited Partners in the
Partnership received unsolicited tender offers from unaffiliated third
parties to purchase up to 4.9% of the Interests in the Partnership at
prices ranging from $100 to $225 per Interest. The Partnership recommended
against acceptance of these offers on the basis that, among other things,
the offer prices were inadequate. Such offers have expired. As of the
date of this report, the Partnership is aware that approximately 6.84% of
the Interests in the Partnership 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.

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $7,108,000. 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. The
Partnership has currently budgeted in 1999 approximately $12,000 for tenant
improvements and other capital expenditures. Actual amounts expended in
1999 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 property and through the sale of
such investment. The Partnership's mortgage obligation for North Hills
Mall is a separate non-recourse loan secured individually by the property
and the Partnership is not personally liable for the payment of the
mortgage indebtedness.

<PAGE>

Commencing in 1996, in an effort to reduce partnership operating
expenses, the Partnership elected to make semi-annual, rather than
quarterly, distributions of available operating cash flow in May and
November of each year. In May and November 1998, the Partnership paid an
operating distribution of $900,030 ($6 per Interest) to the Limited
Partners. In February 1998, the Partnership made a distribution of sale
proceeds related to the sale of Royal Executive Park I and 40 Broad Street
office buildings of $28,500,950 ($190 per Interest) to the Limited
Partners. In December 1998, the Partnership made an additional
distribution of sales proceeds of $16,500,550 ($110 per Interest) to the
Limited Partners. Future distributions from sales or property operations
will depend upon a combination of operating cash flow from the remaining
investment property and the longer term capital requirements of the
Partnership.

NORTH HILLS MALL

Occupancy of the center at the end of the year was 76%. Included in
this occupancy are temporary tenants that occupy approximately 26% 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. Additionally, as a
result of poor sales a major tenant in the mall, who operated the cinema,
was able to terminate its lease. For this right, the tenant was required
to pay a termination fee of approximately $797,000. The tenant ceased
operations in September 1998, and the Partnership received the fee early in
the fourth quarter of 1998.

North Hills Mall's major competition, Northeast Mall (located within a
mile from the center), has begun construction on a major redevelopment
which would increase its mall space as well as add two new anchor
department stores. Completion is expected sometime in 2000. Nordstrom's
department store and Saks Fifth Avenue Department Store have committed to
be those anchor stores. Northeast Mall 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 that 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 76%, only 50% 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 re-
leasing 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 the
center.

<PAGE>

The Partnership had considered various alternatives for the
redevelopment of the property to co-exist with the increased competition.
Due to competitive pressures in the marketplace, the Partnership has been
unable to finalize a redevelopment plan. Given the complexity of a
redevelopment, the lengthy time span likely needed to complete the project
and the Partnership's desire to wind up its affairs in the near term, it
was determined that it would be better for a buyer with a longer-term
ownership perspective to undertake a redevelopment.

As previously reported, the Partnership had entered into, in November
1998, a non-binding letter of intent to sell the North Hills Mall. The
prospective purchaser and the Partnership were unable to complete
negotiations on a definitive sales agreement and terminated further
discussions. Although the Partnership continues to market the property for
sale, there can be no assurance that any satisfactory sales transaction
will be completed. If the Partnership is unsuccessful in its efforts to
sell the property, it is unlikely that the Partnership will commit any
funds for operating deficits. This could result in the Partnership no
longer having an ownership interest in the Property. Such action would
result in the Partnership recognizing a loss for Federal income tax
purposes and little if any gain for financial reporting purposes with no
distributable proceeds.

GENERAL

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

In connection with the planned liquidation and termination of the
Partnership, the Managing General Partner may cause the formation of a
liquidating trust on or before December 31, 1999, in which all of the
Partnership's remaining assets, subject to liabilities, will be
transferred. The initial trustees of the liquidating trust are expected to
be individuals who are officers of the Managing General Partner. Each
Holder of Interests in the Partnership would, upon the establishment of the
liquidating trust, be deemed to be the beneficial owner of a comparable
share of the aggregate beneficial interests in the liquidating trust. It
is anticipated that the liquidating trust would permit the realization of
substantial cost savings in administrative and other expenses until any
residual liabilities (including contingent liabilities) of the Partnership
are paid or otherwise determined to be extinguished and any remaining funds
are distributed to the beneficial owners of the liquidating trust. The
liquidating trust is expected to be in existence for approximately one
year, subject to extension under certain circumstances.

RESULTS OF OPERATIONS

The decrease in escrow deposits at December 31, 1998 as compared to
December 31, 1997 is primarily due to a refund received in 1998 of excess
amounts that had been escrowed for real estate taxes at the North Hills
Mall.

The decrease in investment property held for sale or disposition at
December 31, 1998 as compared to December 31, 1997 is primarily due to the
recording of provisions to reduce the carrying value of the North Hills
Mall. Such provisions aggregated $5,037,000.

The decrease in the Partnership's investment in unconsolidated
ventures at December 31, 1998 as compared to December 31, 1997 is primarily
due to the sale in 1997 of the Royal Executive Park and 40 Broad Street
investment properties. The balance at December 31, 1997 consisted
primarily of undistributed sale proceeds relating to the sale of the 40
Broad Street investment property, which were distributed to the venture
partners in January 1998.

<PAGE>

The decrease in accounts payable at December 31, 1998 as compared to
December 31, 1997 is primarily due to the timing of payments for certain
recurring professional fees by the Partnership.

The decrease in rental income for the year ended December 31, 1998 as
compared to the year ended December 31, 1997 and the year ended
December 31, 1997 as compared to the year ended December 31, 1996 is
primarily due to a decrease in occupancy and the re-negotiation of tenant
leases that provide for a percent of tenant sales paid in lieu of base rent
and recoverable charges. Additionally, the decrease in rental income for
the year ended December 31, 1998 as compared to the year ended December 31,
1997 is partially offset by a lease termination fee of approximately
$797,000 received from a major tenant at the North Hills Mall in the fourth
quarter of 1998.

The increase in interest income for the year ended December 31, 1998
as compared to the year ended December 31, 1997 is primarily due to the
temporary investment of sale proceeds relating to the sales in December
1997 of the Royal Executive Park and 40 Broad St. investment properties.
Substantially all of such proceeds were distributed by the Partnership to
the Limited Partners in February 1998.

The decrease in depreciation for the year ended December 31, 1998 as
compared to the year ended December 31, 1997 and the year ended
December 31, 1997 as compared to December 31, 1996 is primarily due to the
North Hills Mall investment property being identified as held for sale or
disposition as of September 30, 1997 and, therefore, not longer subject to
depreciation beyond such date.

The decrease in property operating expenses for the year ended
December 31, 1998 as compared to December 31, 1997 is primarily due to the
cancellation of a maintenance contract and a decrease in real estate taxes
resulting from a lower assessed value of the North Hills Mall. This
decrease and the decrease for the year ended December 31, 1997 as compared
to December 31, 1996 is also the result of the property incurring lower
expenses as a result of lower tenant occupancies.

The decrease in general and administrative expenses for the year ended
December 31, 1998 as compared to the year ended December 31, 1997 is
primarily due to a decrease in administrative costs being incurred by the
Partnership due to the sale of Royal Executive Park I and 40 Broad St
investment properties. The increase in general and administrative expenses
for the year ended December 31, 1997 as compared to December 31, 1996 is
primarily due to an increase in reimbursable expenses to affiliates of the
General Partners in 1997 and an increase in administrative expenses
incurred in 1997 in connection with tender offer matters.

The provision for value impairment of $5,037,000 for the year ended
December 31, 1998 and $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 as
of December 31, 1998 and December 31, 1996, respectively.

The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1998 as compared to the year ended
December 31, 1997 is primarily due to the sale of Royal Executive Park and
40 Broad Street Investment properties in 1997. The increase in
Partnership's share of operations of unconsolidated ventures for the year
ended December 31, 1997 as compared to the years ended December 31, 1996 is
primarily due to the Royal Executive Park investment property being
identified as held for sale or disposition as of December 31, 1996, and the
40 Broad Street investment property being identified as held for sale or
disposition as of July 1, 1997, and therefore, no longer subject to
depreciation beyond such dates. In addition, the increase is due to higher
tenant occupancies in 1997 at the Royal Executive Park and 40 Broad Street
investment properties.

<PAGE>

The Partnership's share of gain on sale of investment properties of
unconsolidated ventures of $13,684,709 during 1997 is the result of the
sale of the Royal Executive Park and 40 Broad Street office buildings in
December 1997. 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.

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 remaining commercial property have escalation clauses
covering increases in the cost of operating and maintaining the property as
well as real estate taxes. Therefore, there should be little effect on
operating earnings if the properties remain substantially occupied. In
addition, substantially all of the leases at the Partnership's remaining
investment contain provisions which entitle the Partnership to participate
in gross receipts of tenants above fixed minimum amounts.

YEAR 2000

The Corporate General Partner has determined that it does not expect
that the consequences of the Partnership's Year 2000 issues would have a
material effect on the Partnership's business, results of operations or
financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership has identified interest rate changes as a potential
market risk. However, as the Partnership's long-term debt bears interest
at a fixed rate and is due to mature subsequent to the Partnership's
expected liquidation and termination date, the Partnership does not believe
that it is exposed to market risk relating to interest rate changes.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report
Balance Sheets, December 31, 1998 and 1997
Statements of Operations, years ended December 31, 1998, 1997 and 1996
Statements of Partners' Capital Accounts, years ended
December 31, 1998, 1997 and 1996
Statements of Cash Flows, years ended December 31, 1998, 1997 and 1996
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.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - X:

We have audited the financial statements of JMB Income Properties,
Ltd. - X (a limited 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 JMB Income
Properties, Ltd. - X as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for each of the years in the three-year
period ended December 31, 1998, 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 LLP

Chicago, Illinois
March 15, 1999

<PAGE>

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

BALANCE SHEETS
DECEMBER 31, 1998 AND 1997

ASSETS
------
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . $ 7,107,865 39,301,294
Rents and other receivables, net of allowance for doubtful
accounts of $67,092 in 1998 and $100,112 in 1997 . . . . . . . . . . . 248,034 285,974
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,684 30,426
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650,110 761,465
------------ -----------

Total current assets . . . . . . . . . . . . . . . . . . . . . . 8,037,693 40,379,159
------------ -----------

Investment property held for sale or disposition . . . . . . . . . . . . . 7,221,002 12,177,898
------------ -----------

Investments in unconsolidated ventures, at equity. . . . . . . . . . . . . -- 12,068,269
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,910 149,847
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . 264,535 287,733
------------ -----------

$ 15,623,140 65,062,906
============ ===========

<PAGE>

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

BALANCE SHEETS - CONTINUED

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

1998 1997
------------ -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . $ 147,692 137,564
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186,550 350,052
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,271 46,088
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . 426,509 519,413
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 806,022 1,053,117
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . 16,150 14,800

Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . 7,476,895 7,624,586
------------ -----------
Commitments and contingencies

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 8,299,067 8,692,503
------------ -----------
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . 1,188,846 1,278,637
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
939,846 1,029,637
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . 135,651,080 135,651,080
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . 85,722,407 87,877,386
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . (214,989,260) (168,187,700)
------------ -----------
6,384,227 55,340,766
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . . . . 7,324,073 56,370,403
------------ -----------

$ 15,623,140 65,062,906
============ ===========

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

<PAGE>

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

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . $ 5,638,135 5,709,682 6,430,478
Interest income. . . . . . . . . . . . . . . . . . . 1,322,038 1,084,755 1,033,793
----------- ----------- -----------
6,960,173 6,794,437 7,464,271
----------- ----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . 547,802 557,291 566,130
Depreciation . . . . . . . . . . . . . . . . . . . . -- 602,937 793,548
Property operating expenses. . . . . . . . . . . . . 3,189,269 3,640,879 3,881,155
Professional services. . . . . . . . . . . . . . . . 103,411 176,831 222,333
Amortization of deferred expenses. . . . . . . . . . 49,937 48,758 55,994
General and administrative . . . . . . . . . . . . . 395,758 461,020 342,253
Provisions for value impairment. . . . . . . . . . . 5,037,000 -- 5,700,000
----------- ----------- -----------
9,323,177 5,487,716 11,561,413
----------- ----------- -----------
(2,363,004) 1,306,721 (4,097,142)
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . . . . . . . 118,234 1,933,290 582,581
----------- ----------- -----------
Earnings (loss) before gains on sale of investment
properties . . . . . . . . . . . . . . . . . . . . . (2,244,770) 3,240,011 (3,514,561)
Partnership's share of gain on sale of investment
properties of unconsolidated ventures. . . . . . . . -- 13,684,709 --
Gain on sale of investment property. . . . . . . . . . -- -- 50,826
----------- ----------- -----------

Net earnings (loss). . . . . . . . . . $(2,244,770) 16,924,720 (3,463,735)
=========== =========== ===========

<PAGE>

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

STATEMENTS OF OPERATIONS - CONTINUED

1998 1997 1996
------------ ------------ ------------
Net earnings (loss) per limited partnership
interest:
Earnings (loss) before gains on sale
of investment property. . . . . . . . . . . . . $ (14.37) 20.74 (22.49)
Partnership's share of gain on sale of
investment properties of unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . -- 90.32 --
Gains on sale of investment property. . . . . . . -- -- .34
----------- ----------- -----------
Net earnings (loss). . . . . . . . . . $ (14.37) 111.06 (22.15)
=========== =========== ===========

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

<PAGE>

<TABLE>

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

STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<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,
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

Cash distri-
butions
($12 per
limited
partnership
interest) . . -- -- -- -- -- -- (1,800,060) (1,800,060)
Net earnings
(loss). . . . -- 266,448 -- 266,448 -- 16,658,272 -- 16,658,272
------ --------- ---------- --------- ----------- ---------- ----------- ----------

<PAGE>

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

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,
1997. . . . . 1,000 1,278,637 (250,000) 1,029,637 135,651,080 87,877,386 (168,187,700) 55,340,766

Cash distri-
butions
($312.00 per
limited
partnership
interest) . . -- -- -- -- -- -- (46,801,560) (46,801,560)
Net earnings
(loss). . . . -- (89,791) -- (89,791) -- (2,154,979) -- (2,154,979)
------ --------- ---------- --------- ----------- ---------- ----------- ----------

Balance
at Decem-
ber 31,
1998. . . . . $1,000 1,188,846 (250,000) 939,846 135,651,080 85,722,407 (214,989,260) 6,384,227
====== ========= ========== ========= =========== ========== =========== ==========

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

<PAGE>

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

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . $(2,244,770) 16,924,720 (3,463,735)
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . -- 602,937 793,548
Amortization of deferred expenses. . . . . . . . . . 49,937 48,758 55,994
Provisions for value impairment. . . . . . . . . . . 5,037,000 -- 5,700,000
Partnership's share of operations of
unconsolidated ventures, net of distributions . . (118,234) (1,933,290) (48,101)
Partnership's share of gain on sale of invest-
ment properties of unconsolidated ventures . . . . -- (13,684,709) --
Gain on sale of investment property. . . . . . . . . -- -- (50,826)
Changes in:
Rents and other receivables. . . . . . . . . . . . . 37,940 15,733 184,371
Prepaid expenses . . . . . . . . . . . . . . . . . . (1,258) 1,137 (1,921)
Escrow deposits. . . . . . . . . . . . . . . . . . . 111,355 (40,114) 51,480
Accrued rents receivable . . . . . . . . . . . . . . 23,198 31,834 29,775
Accounts payable . . . . . . . . . . . . . . . . . . (163,502) 63,370 115,660
Accrued interest . . . . . . . . . . . . . . . . . . (817) (761) (492,493)
Accrued real estate taxes. . . . . . . . . . . . . . (92,904) (68,920) (29,923)
Tenant security deposits . . . . . . . . . . . . . . 1,350 1,550 (3,250)
------------ ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . 2,639,295 1,962,245 2,840,579
------------ ----------- -----------
Cash flows from investing activities:
Cash sales proceeds from sale of investment
properties, net of selling expenses. . . . . . . . . -- -- 541,650
Additions to investment properties
(net of changes in related payables) . . . . . . . . (80,104) (65,672) (548,309)
Partnership's distributions from unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . 12,241,106 18,064,018 --
Partnership's contributions to
unconsolidated ventures. . . . . . . . . . . . . . . (54,603) -- (62,880)
Payment of deferred expenses . . . . . . . . . . . . . -- (465) (45,735)
------------ ----------- -----------

<PAGE>

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

STATEMENTS OF CASH FLOWS - CONTINUED

1998 1997 1996
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . . . . . 12,106,399 17,997,881 (115,274)
------------ ----------- -----------
Cash flows from financing activities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . -- -- (378,034)
Principal payments on long-term debt . . . . . . . . . (137,563) (128,131) (109,719)
Distributions to limited partners. . . . . . . . . . . (46,801,560) (1,800,060) (2,400,080)
------------ ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . (46,939,123) (1,928,191) (2,887,833)
------------ ----------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . . . . . (32,193,429) 18,031,935 (162,528)
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . . 39,301,294 21,269,359 21,431,887
------------ ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . . $ 7,107,865 39,301,294 21,269,359
============ =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . $ 548,619 558,052 1,058,623
============ =========== ===========

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

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

The Partnership owns a shopping center in North Richland Hills, Texas.

Business activities consist of rentals to a variety of retail companies,
and the ultimate sale or disposition of such real estate. The Partnership
currently expects to conduct an orderly liquidation of its remaining
investment portfolio and wind up its affairs in the near future, barring
unforeseen economic circumstances.

The accompanying financial statements include only the accounts of the
Partnership. The equity method of accounting has been applied in the
accompanying 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
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 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"). Such
GAAP adjustments are not recorded on the records of the Partnership. The
net effect of these adjustments for the years ended December 31, 1998 and
1997 is summarized as follows:

<PAGE>

<TABLE>

1998 1997
------------------------------ ------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . $15,623,140 23,884,767 65,062,906 69,319,908

Partners' capital accounts
(deficits):
General partners. . . . . . . . 939,846 321,092 1,029,637 260,315
Limited partners. . . . . . . . 6,384,227 23,517,596 55,340,766 68,860,500

Net earnings (loss):
General partners. . . . . . . . (89,791) 60,777 266,448 99,221
Limited partners. . . . . . . . (2,154,979) 1,458,656 16,658,272 9,363,816

Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . (14.37) 9.72 111.06 62.42
=========== ========== =========== ===========

</TABLE>

<PAGE>

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).

Certain reclassifications have been made to the 1996 and 1997
consolidated financial statements to conform with the 1998 presentation.

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

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
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
($6,866,571 and $39,141,201 at December 31, 1998 and 1997, 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
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. Seven investment properties have been sold or disposed of by the
Partnership. The remaining investment property owned at December 31, 1998
is in operation. The cost of the investment property represents the total
cost to the Partnership plus miscellaneous acquisition costs.

Depreciation on the 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.

<PAGE>

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 the investment property held for sale or
disposition as of December 31, 1998 were ($3,136,462), $939,683 and
($4,779,938), respectively, for the years ended December 31, 1998, 1997 and
1996. In addition, the accompanying financial statements include $118,234,
$1,933,290 and $582,581, respectively, of the Partnership's share of total
property operations of $313,262, $4,004,974 and $1,382,349 of
unconsolidated properties sold or disposed of in the past three years.

<PAGE>

INVESTMENT PROPERTIES

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.

In November 1995, the Partnership refinanced the mortgage loan (with a
then outstanding balance of $6,972,974) with a new lender. The new
mortgage loan had an original 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. Additionally, as a result of poor sales a
major tenant in the mall, who operated the cinema, was able to terminate
its lease. For this right, the tenant was required to pay a termination
fee of approximately $797,000. The tenant ceased operations in September
1998, and the Partnership received the fee early in the fourth quarter of
1998.

North Hills Mall's major competition, Northeast Mall (located within a
mile from the center) has begun construction on a major redevelopment which
would increase its mall space as well as add two new anchor department
stores. Completion is expected sometime in 2000. Nordstrom's department
store and Saks Fifth Avenue Department Store have committed to be those
anchor stores. Northeast already has four anchor department store tenants.

North Hills Mall has three anchor department stores, none of which are
owned by the Partnership. The operating agreements that 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.

<PAGE>

center. The Partnership had considered various alternatives for the
redevelopment of the property to co-exist with the increased competition.
Due to competitive pressures in the marketplace, the Partnership has been
unable to finalize a redevelopment plan. Given the complexity of a
redevelopment, the lengthy time span likely needed to complete the project
and the Partnership's desire to wind up its affairs in the near term, it
was determined that it would be better for a buyer with a longer-term
ownership perspective to undertake a redevelopment.

In November 1998, the Partnership had entered into a non-binding
letter of intent to sell the North Hills Mall. The prospective purchaser
and the Partnership were unable to complete negotiations on a definitive
sales agreement and terminated further discussions. Although the
Partnership continues to market the property for sale, there can be no
assurance that any satisfactory sales transaction will be completed. If
the Partnership is unsuccessful in its efforts to sell the property, it is
unlikely that the Partnership will commit any funds for operating deficits.

This could result in the Partnership no longer having an ownership interest
in the Property. Such action would result in the Partnership recognizing a
loss for Federal income tax purposes and little if any gain for financial
reporting purposes with no distributable proceeds.

Due to the property and anticipated market conditions outlined above,
there was uncertainty about the Partnerships ability to recover the net
carrying value of the North Hills Mall investment property through future
operations and sale. 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 the property's discounted estimated future cash flows over the
projected holding period. Additionally, in 1998, the Partnership recorded
value impairments of $2,095,000 and $2,942,000 at September 30, and
December 31, respectively. Such provisions were recorded to reduce the net
basis of the investment property to the estimated fair value, less costs of
sale. 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.

As the Partnership had committed to a plan to sell or dispose of the
property, North Hills Mall was classified as held for sale or disposition
as of September 30, 1997, and therefore has not been subject to continued
depreciation beyond such date.

PASADENA TOWN SQUARE MALL

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, 1998 is no longer a party to the Royal
Executive Park and 40 Broad Street joint venture agreements.

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 Rye Brook, New York known as Royal Executive Park.

<PAGE>

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.

Annual cash flow was 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 was 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 had received
$2,594,800 and $2,605,200, respectively, per annum. Operating profits and
losses were generally allocated to the joint venture partners in the same
ratio that annual cash flow was distributed to the partners.

The joint venture agreement further provided that proceeds from sale
or refinancing of the complex would 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.

In response to the uncertainty of the Partnership's ability to recover
the next 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, had not been subject
to continued depreciation beyond that date.

On December 19, 1997, the Partnership, through the Royal Executive
Park joint venture, sold the land, buildings, related improvements and
personal property of the Royal Executive Park office complex to an
unaffiliated third party for a sale price of $37,000,000 (before selling
expenses and prorations). The sale resulted in a gain in 1997 of
$10,736,881 and $28,437,135 for financial reporting and Federal income tax
purposes, respectively, of which $7,252,278 and $12,360,718 of gain was
allocated to the Partnership, respectively. In addition, in connection
with the sale of the property, as is customary in such transactions, the
joint venture agreed to certain representations, warranties and covenants
with a stipulated survival period which expired on November 15, 1998 with
no liability to the Partnership.

Concurrently with the sale of Royal Executive Park-I, two other office
parks, Royal Executive Park II ("Royal II") and Royal Executive Park III
("Royal III") were sold. Royal II was owned by a joint venture between JMB
Income Properties-XI (a partnership sponsored by the Partnership's General
Partner) and the Partnership's unaffiliated venture partner in Royal
Executive Park-I. Royal III was owned entirely by the unaffiliated venture
partner in Royal Executive Park-I and Royal II. The purchase price for
each office park was separately negotiated with the buyer.

<PAGE>

The joint venture determined that one of the property's underground
storage tanks had discharged an amount of fuel oil into the ground. The
joint venture believed that such discharge had been the result of normal
operations of the property and not the result of actions of tenants or
other third parties. The joint venture received a cost estimate of
approximately $200,000 for remediation of the contaminated soil, of which
approximately $87,000 was incurred through the date of sale. As part of
the sale agreement discussed above, the purchaser is required to hold the
joint venture harmless for any future clean-up costs or claims resulting
from the contaminated soil.

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 was 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 were current with respect to their
required capital contributions to 40 Broad Street.

The property was managed by an unaffiliated third party for a fee
calculated as 2% of gross receipts of the property.

On December 30, 1997, the Partnership, through the Affiliated Joint
Venture, sold the land, building, related improvements and personal
property of the 40 Broad Street office building to an unaffiliated third
party for a sale price of $34,735,000 (before selling expenses and
prorations). The sale resulted in a gain of $20,532,803 (predominantly due
to provisions for value impairment totaling approximately $52,000,000
recorded in 1990 and 1991, of which the Partnership's share was
approximately $16,349,000) and a loss of $9,703,264 in 1997 for financial
reporting and Federal income tax purposes, respectively, of which
$6,432,431 of gain and $3,050,706 of loss was allocated to the Partnership,
respectively. In addition, in connection with the sale of the property, as
is customary in such transactions, the Affiliated Joint Venture agreed to
certain representations, warranties and covenants which expired on December
1, 1998 with no liability to the Partnership.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1998 and
1997:
1998 1997
---------- ---------
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 . . . . . . . . . . . . . . . . . $7,624,587 7,762,150
---------- ----------
Total debt. . . . . . . . . . . . . . 7,624,587 7,762,150
Less current portion of
long-term debt. . . . . . . . . . . 147,692 137,564
---------- ----------
Total long-term debt . . . . . . $7,476,895 7,624,586
========== ==========

<PAGE>

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

1999. . . . . . . . . $ 147,692
2000. . . . . . . . . 158,565
2001. . . . . . . . . 7,318,330
2002. . . . . . . . . --
2003. . . . . . . . . --
==========

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, such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital. Through
December 31, 1998, $10,553,193 of distributable cash has been deferred by
the General Partners. 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.

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. As the above levels of
return are not expected to be achieved, the General Partners have waved
their right to receive any portion of the proceeds from the sales of
property by the Partnership.

MANAGEMENT AGREEMENTS

The North Hills Mall is managed by an affiliate of the General
Partners pursuant to a management agreement that provides 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 and leased by an affiliate of the General Partner
of the Partnership under an agreement that provided for fees equal to 2% of
the base rent paid by tenants, a portion of which was paid to the previous
manager annually by such affiliated manager as compensation to the previous
manager for relinquishing management of the property.

<PAGE>

LEASES - AS PROPERTY LESSOR

At December 31, 1998, the Partnership'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. 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:

1999. . . . . . . . . . . $ 1,553,180
2000. . . . . . . . . . . 1,337,528
2001. . . . . . . . . . . 1,193,258
2002. . . . . . . . . . . 1,044,320
2003. . . . . . . . . . . 894,876
Thereafter. . . . . . . . 1,446,765
-----------
Total. . . . . . . . $ 7,469,927
===========

Contingent rent (based on sales by property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1998, 1997 and 1996:

1996. . . . . . . . . . . $276,538
1997. . . . . . . . . . . 229,640
1998. . . . . . . . . . . 359,705

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, 1998, 1997 and 1996 are as follows:

UNPAID AT
DECEMBER 31,
1998 1997 1996 1998
-------- -------- -------- ------------
Property management
and leasing fees. . . . . .$145,226 113,526 146,329 --
Insurance commissions. . . . 12,477 11,351 3,546 --
Reimbursement (at cost)
for accounting
services. . . . . . . . . . 13,021 15,212 10,145 1,943
Reimbursement (at cost)
for portfolio manage-
ment services . . . . . . . 59,893 78,283 44,567 14,427
Reimbursement (at cost)
for legal services. . . . . 4,948 5,935 3,910 1,710
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket expenses. . . 6,632 20,762 8,824 --
-------- ------- ------- ------
$242,197 245,069 217,321 18,080
======== ======= ======= ======

<PAGE>

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, $10,553,193 (approximately $70 per interest)
of distributable cash has been deferred by the General Partners. These
amounts, together with the unpaid fees and expenses set forth in the table
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, 1998 and 1997 are as
follows:
1998 1997
------------ -----------
Current assets . . . . . . . . . . $ -- 37,275,270
Current liabilities. . . . . . . . -- (231,710)
----------- -----------
Working capital . . . . . . . -- 37,043,560
----------- -----------
Venture partners' equity . . . . . -- (24,974,587)
----------- -----------
Partners' capital . . . . . . $ -- 12,068,973
=========== ===========
Represented by:
Invested capital. . . . . . . $50,389,914 50,335,311
Cumulative cash
distributions . . . . . . . (67,507,438) (55,266,333)
Cumulative net earnings . . . 17,117,524 16,999,995
----------- -----------
$ -- 12,068,973
=========== ===========

Total income . . . . . . . . . . . $ 528,469 11,512,114
=========== ===========
Expenses applicable
to operations. . . . . . . . . . $ 215,207 7,507,140
=========== ===========
Gain on disposition
of investment properties . . . . $ -- 24,814,170
=========== ===========
Net earnings . . . . . . . . . . . $ 313,262 28,819,144
=========== ===========

Also, for the year ended December 31, 1996, total income, expenses
applicable to operations, gain on disposition of investment property and
net earnings were $10,666,093, $9,283,744, $0 and $1,382,349, respectively,
for the unconsolidated ventures listed above.

<PAGE>

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

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1998

<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) . . $7,624,587 3,170,275 9,829,725 9,564,546 1,084,138 15,178,493 16,262,631
---------- --------- --------- --------- --------- ---------- ----------

Total. . $7,624,587 3,170,275 9,829,725 9,564,546 1,084,138 15,178,493 16,262,631
========== ========= ========= ========= ========= ========== ==========

</TABLE>

<PAGE>

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

REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1998
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). . . . . . . . . . $9,041,629 1979 10/19/83 5-30 years 452,770
---------- -------

Total. . . . . . . . . . . $9,041,629 452,770
========== =======

<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, 1998 for Federal income tax
purposes was approximately $26,246,000.
(C) Reflects reallocation of initial costs between land and buildings and improvements.
(D) The Partnership recorded provisions for value impairment of $5,037,000 in 1998 and $5,700,000 in
1996, which were recorded as a reduction in land and building improvements in 1998, and as a reduction in land,
building improvements, deferred expenses and accrued rents receivable in 1996.

</TABLE>

<PAGE>

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

REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(E) Reconciliation of real estate owned at December 31, 1998, 1997 and 1996:

<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . $ 21,219,527 21,153,855 26,646,460
Additions. . . . . . . . . . . . . . . . . . . . . 80,104 65,672 548,309
Reductions during period . . . . . . . . . . . . . -- -- (490,824)
Provisions for value impairment. . . . . . . . . . (5,037,000) -- (5,550,090)
------------ ------------ ------------

Balance at end of period . . . . . . . . . . . . . $ 16,262,631 21,219,527 21,153,855
============ ============ ============

(F) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . . $ 9,041,629 8,438,692 7,645,144
Depreciation expense . . . . . . . . . . . . . . . -- 602,937 793,548
------------ ------------ ------------

Balance at end of period . . . . . . . . . . . . . $ 9,041,629 9,041,629 8,438,692
============ ============ ============

</TABLE>

<PAGE>

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 1998 and 1997.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation. Substantially all of the
outstanding stock of JMB is owned, directly or indirectly, by certain of
its officers, directors and members of their families and affiliates. JMB,
as the managing General Partner, has responsibility for all aspects of the
Partnership's operations, subject to the requirement that sales of real
property must be approved by the general partner of the Associate General
Partner of the Partnership. Income Partners-X, an Illinois limited
partnership with ABPP Associates, L.P. as its sole general partner and an
affiliate of Merrill Lynch, Pierce, Fenner and Smith Incorporated as its
limited partner, is the Associate General Partner of the Partnership. ABPP
Associates, L.P. is an Illinois limited partnership with JMB as its general
partner. The limited partners of ABPP Associates, L.P. are generally
officers, directors and affiliates of JMB or its affiliates.

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 and/or for the sale of property.
Because the timing and amount of cash distributions and profits and losses
of the Partnership may be affected by various determinations by the General
Partners under the Partnership Agreement, including whether and when to
sell a property, the establishment and maintenance of reasonable reserves
and the determination of the sources (i.e., offering proceeds, cash
generated from operations or sale proceeds) and uses of such reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.

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

<PAGE>

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 2, 1999. 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 2,
1999. 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-XI ("Carlyle-XI"), Carlyle Real Estate Limited Partnership-XIII
("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV ("Carlyle-
- -XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"), and
Carlyle Income Plus, L.P.-II ("Carlyle Income Plus-II") and the managing
general partner of JMB Income Properties, Ltd.-V ("JMB Income-V"), JMB
Income Properties, Ltd.-VII ("JMB Income-VII"), and JMB Income Properties,
Ltd.-XI ("JMB Income-XI"). 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.). Most of such directors
and officers are also partners, directly or indirectly, of certain
partnerships which are associate general partners in the following real
estate limited partnerships: the Partnership, Carlyle-XI, Carlyle-XIII,
Carlyle-XIV, Carlyle-XV, JMB Income-VII, JMB Income-XI, and Carlyle Income
Plus-II.

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 61) is an individual general partner of JMB
Income-V. Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin is also a director of Urban Shopping Centers, Inc., 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. He is also a director of Chisox Corporation, which is the
general partner of a limited partnership that owns the Chicago White Sox
Major League Baseball team, and CBLS, Inc., which is the general partner of
a limited partnership that owns the Chicago Bulls National Basketball
Association Team.

<PAGE>

Neil G. Bluhm (age 61) is an individual general partner of JMB
Income-V. Mr. Bluhm has been associated with JMB since August, 1970. Mr.
Bluhm is also a principal of Walton Street Capital, L.L.C., which sponsors
real estate investment funds and a director of Urban Shopping Centers. He
is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

Burton E. Glazov (age 60) 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. Mr. Galzov is
currently retired.

Stuart C. Nathan (age 57) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 65) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.

John G. Schreiber (age 52) 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.,
which is engaged in the real estate investing business. He is also a
senior advisor and partner of Blackstone Real Estate Advisors L.P., an
affiliate of the Blackstone Group, L.P. In addition, Mr. Schreiber is a
director of Urban Shopping Centers and Host Marriott Corporation, The
Brickman Group, Ltd., which is engaged in the landscape maintenance
business, a number of investment companies advised or managed by T. Rowe
Price Associates, Inc. and its affiliates and a trustee of Amli Residential
Property Trust. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

H. Rigel Barber (age 50) 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 51) has been associated with JMB since December
1979. It is expected that Mr. Emig will leave his positions with JMB on or
about May 31, 1999 and his responsibilities will be taken over by various
other officers of JMB. 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 46) 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 50) 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 63) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no officers or directors. The 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 1998, 1997 and 1996,
no cash distributions were paid to the General Partners.

Affiliates of the Managing General Partner provided property
management services to the Partnership in 1998 for the North Hills Mall in
North Richland, Texas. Fees are calculated at 4% of fixed and percentage
rents from North Hills Mall. In 1998, such affiliate earned property
management and leasing fees amounting to $145,226, of which all was paid as
of December 31, 1998. 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 1998
aggregating $12,477 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 1998, the Managing General
Partner incurred such out-of-pocket expenses and salaries in the amount of
$84,494, of which $18,080 was unpaid at December 31, 1998.

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.

<PAGE>

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 beneficially
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 director of the Managing General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

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

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

</TABLE>

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

1. Financial Statements 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
Rye Brook, 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.

<PAGE>

10-G. Sale documents relating to the sale of the 40 Broad
Street office building in New York, New York are hereby incorporated by
reference to the Partnership's report for December 30, 1997 on Form 8-K
(File No. 0-12140) dated February 27, 1998.

10-H. Sale-Purchase Agreement with exhibits dated December 5,
1997 relating to the sale of the Royal Executive Park office complex in Rye
Brook, New York between Royal Executive Park I, Royal Executive Park II,
Royal Executive Park III and Reckson Operating Partnership, L.P. are hereby
incorporated by reference to the Partnership's report for December 31, 1997
on Form 10-K (File No. 0-12140) dated March 25, 1998.

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.

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

No annual report or proxy material for the fiscal year 1998 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
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 22, 1999

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 22, 1999

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 22, 1999

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 22, 1999

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 22, 1999

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 22, 1999

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 22, 1999

By: STUART C. NATHAN*
Stuart C. Nathan, Executive Vice President
and Director
Date: March 22, 1999

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

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 22, 1999

<PAGE>

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
Collin Creek Mall Yes --

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

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

10-G. Sale documents related to
the 40 Broad Street office
building Yes --

10-H. Purchase-Sale Agreement related to
the Royal Executive Park
office complex No --

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership was a general partner in JMB-40 Broad Street
Associates, an Illinois general partnership which held title to the 40
Broad Street Building prior to its sale in December, 1997. The Partnership
was a general partner in Royal Executive Park-I, a New York general
partnership which held title to the Royal Executive Park Office Complex
prior to its sale in December, 1997. 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 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, 1998, 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 29th day of January, 1999.

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, 1998,
and any and all amendments thereto, the 29th day of January, 1999.

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

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

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

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 29th day of January, 1999.

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, 1998 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-31-1998
<PERIOD-END> DEC-31-1998

<CASH> 7,107,865
<SECURITIES> 0
<RECEIVABLES> 929,828
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,037,693
<PP&E> 7,221,002
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,623,140
<CURRENT-LIABILITIES> 806,022
<BONDS> 7,476,895
<COMMON> 0
0
0
<OTHER-SE> 7,324,073
<TOTAL-LIABILITY-AND-EQUITY> 15,623,140
<SALES> 5,638,135
<TOTAL-REVENUES> 6,960,173
<CGS> 0
<TOTAL-COSTS> 3,239,206
<OTHER-EXPENSES> 5,536,169
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 547,802
<INCOME-PRETAX> (2,363,004)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,244,770)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,244,770)
<EPS-PRIMARY> (14.37)
<EPS-DILUTED> (14.37)

</TABLE>