JMB INCOME PROPERTIES LTD XII, 10-Q, 1995-05-15

JMB INCOME PROPERTIES LTD XII
10-Q, 1995-05-15
REAL ESTATE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 1995 Commission file number 0-16108

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

Illinois 36-3337796
(State of organization) (IRS Employer Identification No.)

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

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

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

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

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

Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . 18

PART II OTHER INFORMATION

Item 5. Other Information . . . . . . . . . . . . . 24

Item 6. Exhibits and Reports on Form 8-K. . . . . . 25

<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

MARCH 31, 1995 AND DECEMBER 31, 1994

(UNAUDITED)

ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . $ 21,522,226 8,222,359
Short-term investments (note 1). . . . . . . . . . . . . . . 1,531,578 14,176,812
Rents and other receivables, net of allowance for
doubtful accounts of $675,001 at March 31,
1995 and $925,820 at December 31, 1994 . . . . . . . . . . 2,273,443 2,162,206
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 597,247 226,598
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . 708,332 708,332
Casualty insurance receivable. . . . . . . . . . . . . . . . -- 853,000
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . 26,632,826 26,349,307
------------ -----------
Investment properties, at cost (note 2):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,425,036 22,425,036
Buildings and improvements . . . . . . . . . . . . . . . . . 171,108,136 170,873,378
------------ -----------
193,533,172 193,298,414
Less accumulated depreciation. . . . . . . . . . . . . . . . 48,202,293 46,792,110
------------ -----------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . 145,330,879 146,506,304

Investment in unconsolidated ventures,
at equity (notes 1 and 6). . . . . . . . . . . . . . . . . . 6,029,336 5,719,465
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 8,259,323 8,340,547
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 2,309,092 2,406,764
------------ -----------
$188,561,456 189,332,387
============ ===========

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

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . $ 29,486,664 29,539,123
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 4,147,581 3,863,132
Construction costs payable . . . . . . . . . . . . . . . . . 8,628 342,324
Accrued real estate taxes. . . . . . . . . . . . . . . . . . 188,975 --
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . 67,230 64,806
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 33,899,078 33,809,385
Tenant security deposits . . . . . . . . . . . . . . . . . . . 507,325 509,493
Long-term debt, less current portion . . . . . . . . . . . . . 64,370,285 64,470,886
Advances from affiliates (note 3(d)) . . . . . . . . . . . . . -- 435,000
------------ -----------
Commitments and contingencies (notes 1, 2, 3 and 5)

Total liabilities. . . . . . . . . . . . . . . . . . . 98,776,688 99,224,764
Venture partners' subordinated equity in ventures. . . . . . . 21,248,770 21,616,287
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . 11,123 11,123
Cumulative net earnings. . . . . . . . . . . . . . . . . . 690,852 669,602
------------ -----------
701,975 680,725
------------ -----------
Limited partners (189,684 interests):
Capital contributions, net of offering costs . . . . . . . 171,306,452 171,306,452
Cumulative net earnings (loss) . . . . . . . . . . . . . . (27,837,988) (28,347,981)
Cumulative cash distributions. . . . . . . . . . . . . . . (75,634,441) (75,157,860)
------------ -----------
67,834,023 67,800,611
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 68,535,998 68,481,336
------------ -----------
$188,561,456 189,322,387
============ ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1995 AND 1994

(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,233,086 6,731,911
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . 301,961 178,841
----------- ----------
7,535,047 6,910,752
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . 2,304,951 2,372,978
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . 1,410,183 1,400,233
Property operating expenses. . . . . . . . . . . . . . . . . . . 3,094,264 3,545,953
Professional services. . . . . . . . . . . . . . . . . . . . . . 96,138 82,597
Amortization of deferred expenses. . . . . . . . . . . . . . . . 339,816 254,980
General and administrative . . . . . . . . . . . . . . . . . . . 57,076 92,383
----------- ----------
7,302,428 7,749,124
----------- ----------
Operating earnings (loss). . . . . . . . . . . . . . . . . 232,619 (838,372)
Partnership's share of operations
of unconsolidated ventures
(notes 1 and 6). . . . . . . . . . . . . . . . . . . . . . . . . 309,871 172,871
Venture partners' share of ventures'
operations before extraordinary
item (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . (11,247) 387,042
----------- ----------
Net operating earnings (loss)
before extraordinary item. . . . . . . . . . . . . . . . 531,243 (278,459)
Extraordinary item (net of venture
partners' share of $1,588,537)
(note 3(d)). . . . . . . . . . . . . . . . . . . . . . . . . . . -- (2,300,838)
----------- ----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . $ 531,243 (2,579,297)
=========== ==========

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

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

1995 1994
------------ -----------

Net earnings (loss) per limited
partnership interest (note 1):
Net operating earnings (loss). . . . . . . . . . . . . . $ 2.69 (1.41)
Extraordinary item . . . . . . . . . . . . . . . . . . . -- (11.65)
----------- ----------

Net loss . . . . . . . . . . . . . . . . . . . . . . $ 2.69 (13.06)
=========== ==========

Cash distributions per limited
partnership interest . . . . . . . . . . . . . . . . . . $ 2.50 2.50
=========== ==========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 1995 AND 1994

(UNAUDITED)

<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . .$ 531,243 (2,579,297)
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . 1,410,183 1,400,233
Amortization of deferred expenses. . . . . . . . . . . . . . . 339,816 254,980
Partnership's share of operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . (309,871) (172,871)
Venture partners' share of ventures' operations
and extraordinary item . . . . . . . . . . . . . . . . . . . 11,247 (1,975,579)
Write-off of assets. . . . . . . . . . . . . . . . . . . . . . -- 1,174,125
Extraordinary item, net of insurance recoveries
of $1,174,125. . . . . . . . . . . . . . . . . . . . . . . . -- 3,889,375
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . (111,237) (29,244)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . (370,649) (350,861)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . -- (14,230)
Casualty insurance receivable. . . . . . . . . . . . . . . . . 853,000 (905,453)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 97,672 (36,881)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . 284,449 461,889
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . 188,975 346,406
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . 2,424 4,016
Tenant security deposits . . . . . . . . . . . . . . . . . . . (2,168) 78,166
------------ -----------
Net cash provided by operating activities. . . . . . . . . 2,925,084 1,544,774
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments . . . . . . . . . . . . . . . . . . . . 12,645,234 945,040
Additions to investment properties,
net of related payables. . . . . . . . . . . . . . . . . . . . (568,454) (2,313,909)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . (258,592) (164,819)
------------ -----------
Net cash provided by (used in) investing activities. . . . 11,818,188 (1,533,688)
------------ -----------
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1995 1994
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . (153,060) (138,520)
Advances from affiliate. . . . . . . . . . . . . . . . . . . . . (435,000) --
Venture partners' contributions to venture . . . . . . . . . . . 41,236 48,049
Distributions to venture partners. . . . . . . . . . . . . . . . (420,000) --
Distributions to limited partners. . . . . . . . . . . . . . . . (476,581) (476,581)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . (1,443,405) (567,052)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . 13,299,867 (555,966)

Cash and cash equivalents, beginning of period . . . . . . 8,222,359 1,470,860
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . $21,522,226 914,894
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . .$ 1,760,317 2,372,978
============ ===========
Non-cash investing and financing activities:
Change in accounts payable . . . . . . . . . . . . . . . . . .$ -- 3,189,483
Change in accounts receivable. . . . . . . . . . . . . . . . . -- 699,892
------------ -----------
Total extraordinary item - earthquake damage
at Topanga Mall (note 3(d)). . . . . . . . . . . . . . .$ -- 3,889,375
============ ===========

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1995 AND 1994

(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1994
which are included in the Partnership's 1994 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.

(1) BASIS OF ACCOUNTING

The accompanying consolidated financial statements include the
accounts of the Partnership and its ventures, Topanga Plaza Partnership
("Topanga"), JMB-40 Broad Street Associates ("Broad Street"), JMB First
Financial Associates ("First Financial") and First Financial's venture, JMB
Encino Partnership, ("Encino") (note 3). The effect of all transactions
between the Partnership and its ventures have been eliminated in the
consolidated financial statements. The equity method of accounting has
been applied in the accompanying consolidated financial statements with
respect to the Partnership's venture interest in JMB/San Jose Associates
("San Jose"). Accordingly, the accompanying consolidated financial
2statements do not include the accounts of San Jose.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax purposes. The accompanying
consolidated financial statements have been prepared from such records
after making appropriate adjustments to present the Partnership's accounts
in accordance with generally accepted accounting principles ("GAAP") and to
consolidate the accounts of the ventures as described above. Such
adjustments are not recorded on the records of the Partnership. The net
effect of these items is summarized as follows for the three months ended
March 31:
1995 1994
----------------------- -------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------

Net earnings
(loss). . . . .$ 531,243 (817,538) (2,579,297)(1,120,321)
Net earnings
(loss) per
limited
partnership
interest. . . .$ 2.69 (4.31) (13.06) (5.67)
===================== ====================

The net earnings (loss) per limited partnership interest is based on
the number of limited partnership interests outstanding at the end of each
period (189,684).

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash receipts and
payments according to whether they stem from operating, investing or
financing activities. The required information has been segregated and

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

accumulated according to the classifications specified in the pronounce-
ment. Partnership distributions from its 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 ($17,345,583 and $4,529,080 at March 31, 1995 and December 31,
1994, respectively) as cash equivalents with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.

In response to the uncertainties relating to the San Jose joint
venture's ability to recover the net carrying value of certain buildings
within the Park Center Plaza investment property through future operations
or sale, San Jose, as a matter of prudent accounting practice, recorded a
provision for value impairment at September 30, 1994 on the 100-130 Park
Center Plaza building and certain parking areas, and the 170 Almaden
building of $944,335, in the aggregate, to reduce the net carrying values
to the then outstanding balances of related non-recourse debt.

During March 1995, 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. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets (primarily its consolidated investments in land, buildings and
improvements) whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from operations and sale.
The amount of the impairment loss to be recognized would be the difference
between the long-lived asset's carrying value and the asset's estimated
fair value less costs to sell.

The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been 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
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property 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 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.

The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not currently assessed the
full impact of adopting SFAS 121, the amount of any such required
impairment loss could be materially higher than the amounts that have been
recorded in the past or may be recorded in 1995 under the Partnership's
current impairment policy. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current 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 new accounting statement
could significantly impact the Partnership's reported earnings, there would
be no impact on cash flows. Further, any such impairment loss would not be
recognized for Federal income tax purposes.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

(2) INVESTMENT PROPERTIES

(a) General

The Partnership has acquired, either directly or through joint
ventures, three shopping centers, two office buildings and an office
complex. The Partnership sold its interest in Mid Rivers Mall in January
1992. All the remaining properties were in operation at March 31, 1995.

(b) Plaza Hermosa

During September 1986, the Partnership acquired a multi-building
neighborhood shopping center in Hermosa Beach, California. The
Partnership's purchase price for the shopping center was $18,290,000, of
which $11,890,000 was paid in cash at closing. The balance of the purchase
price was represented by bond financing in the amount of $6,400,000. This
financing was secured by a letter of credit facility which was ultimately
secured by a deed of trust on the property. The letter of credit facility
expired December 31, 1993; however, the Partnership signed an agreement
with the issuer of the letter of credit to extend its expiration date to
December 31, 1994. In December 1994, the Partnership signed an agreement
for a long-term replacement letter of credit with a new lender and in
conjunction with the new letter of credit, simultaneously retired the
original bond financing and issued new bonds to the existing bondholders in
their aggregate amount of $6,400,000. The new letter of credit expires in
December 1997. The new bond financing is due and payable upon the new
expiration date of the letter of credit.

The property is managed by an affiliate of the General Partners of the
Partnership for a fee calculated as 4% of gross receipts of the property.

(3) VENTURE AGREEMENTS

(a) General

The Partnership at March 31, 1995 is a party to four operating venture
agreements. The terms of the joint venture agreements generally provide
that the Partnership will be allocated or distributed profit and losses,
cash flow from operations and sale or refinancing proceeds in the ratio of
its interest in the joint ventures as determined by the relative value of
the partners' respective capital contributions. Under certain
circumstances, either pursuant to the venture agreements or due to the
Partnership's obligations as a general partner, the Partnership may be
required to make additional cash contributions to the ventures. There are
certain risks associated with the Partnership's investments made through
joint ventures including the possibility that the Partnership's joint
venture partners in an investment might become unable or unwilling to
fulfill their financial or other obligations, or that such joint venture
partners may have economic or business interests or goals that are
inconsistent with those of the Partnership.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(b) San Jose

The Partnership has acquired, through San Jose, an interest in an
existing office building complex in San Jose, California (Park Center
Financial Plaza) consisting of ten office buildings, a parking and retail
building (185 Park Avenue) and two parking garage structures.

The partners of San Jose are the Partnership and JMB Income
Properties, Ltd.-XI, another partnership sponsored by the Managing General
Partner of the Partnership ("JMB-XI"). The terms of San Jose's partnership
agreement generally provide that contributions, distributions, cash flow,
sale or refinancing proceeds and profits and losses will be distributed or
allocated to the Partnership and JMB-XI in their respective 50% ownership
percentages.

During August 1994, San Jose received notification from the
Redevelopment Agency of the City of San Jose of its offer to purchase one
of the parking garage structures in the office building complex, for an
approved Agency project for $4,090,000. The price offered is deemed by the
Agency to be just compensation in compliance with applicable State and
Federal laws. During 1995, the Agency filed a condemnation action in court
to secure their position in obtaining the garage pursuant to the laws of
eminent domain. However, San Jose will continue to hold discussions with
the Agency and continue to investigate its options with regard to the
Agency's offer, including the impact of any purchase on garage spaces
leased to tenants of other Partnership properties in the complex. Should
the Agency proceed to purchase the property, San Jose would recognize a
gain for financial reporting and Federal income tax purposes. It is
uncertain at this time whether a transfer at the garage to the Agency will
occur, when or upon what terms.

San Jose notified the tenants in and invitees to the Park Center Plaza
complex that some of the buildings, particularly the 100-130 Park Center
Plaza Buildings and the garage below them, could pose a life safety hazard
under certain unusually intense earthquake conditions. While the buildings
and the garage were designed to comply with the applicable codes for the
period in which they were constructed, and there is no legal requirement to
upgrade the buildings for seismic purposes, San Jose is working with
consultants to analyze ways in which such a potential life safety hazard
could be eliminated. In addition, tenants occupying approximately 55,000
square feet (approximately 13% of the building) of the Park Center Plaza
investment property have leases that expire in 1995, for which there can be
no assurance of renewals. However, since the costs of both re-leasing
space and any seismic program at the 100-130 Park Center Plaza buildings
could be substantial, San Jose has commenced discussions with the
appropriate lender for additional loan proceeds to pay for all or a portion
of these costs. Should lender assistance be required to fund significant
costs at the 100-130 Park Center Plaza buildings but not be obtained, San
Jose may decide not to commit any additional amounts to this portion of the
complex, since such amounts are likely to be large in comparison to the
Partnership's current equity in this portion of the complex and the
likelihood of recovering such funds through increased capital appreciation
is remote. The result would be that San Jose would no longer have an
ownership interest in this portion of the complex. As a result, there is
uncertainty about the ability to recover the net carrying value of the
property through future operations and sale and accordingly, San Jose has
made provisions for value impairment on the 100-130 Park Center Plaza
buildings and certain parking areas and the 170 Almaden building of
$944,335 in the aggregate. Such provisions at September 30, 1994 were
recorded to reduce the net carrying values of these buildings to the then
outstanding balances of the related non-recourse financing.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

San Jose, during the fourth quarter of 1994, finalized a loan
modification and extension to November 30, 2001 with the mortgage lender on
the 150 Almaden and 185 Park Avenue buildings and certain parking areas as
the mortgage loan secured by this portion of the complex matured on October
1, 1993 and was extended to December 1, 1993. The refinancing resulted in
a partial paydown of the outstanding principal balance in the amount of
$2.5 million of which the Partnership's share was $1.25 million.

The property was managed by an affiliate of the General Partners of
the Partnership for a fee calculated as 3% of gross receipts until December
1994 when the affiliated property manager sold substantially all of its
assets and assigned its interests in its management contracts to an
unaffiliated third party who continues to manage under the same terms as
existed prior to the sale. In addition, certain of the management
personnel of the property manager became management personnel of the
purchaser and its affiliates.

The Broad Street venture agreement provides that the Partnership will
be allocated or distributed profits and losses, cash flow from operations
and sale or refinancing proceeds in the ratio of its capital contributions
to Broad Street, which is 68.56%.

The downtown New York City market remains extremely competitive due to
the significant amount of space available primarily resulting from the
layoffs, cutbacks and consolidations by financial service companies and
related businesses which dominated this market. Rental rates in the
downtown market are currently at depressed levels and this can be expected
to continue for the foreseeable future while the current vacant space is
gradually absorbed. Little, if any, new construction is planned for
downtown over the next few years and it is expected that the building will
continue to be adversely affected by the lower effective rental rates now
achieved upon re-leasing of existing leases which expire over the next few
years. In addition, new leases will likely require expenditures for lease
commissions and tenant improvements prior to tenant occupancy. This
decline in rental rates, the increase in re-leasing time and the costs upon
re-leasing will result in a continued decrease in cash flow from operations
over the near term.

Until December 1994, the property was managed by an affiliate of the
General Partners of the Partnership for a fee calculated as 2% of gross
receipts of the property (see note 5).

(d) Topanga

In December 1985, the Partnership acquired, through a joint venture
partnership with an affiliate of the developer, a 58% interest in an
existing two-level enclosed mall regional shopping center known as Topanga
Plaza in the Woodland Hills area of Los Angeles, California. The aggregate
purchase price for the Partnership's interest in the venture was
approximately $25,263,000, which was paid in cash at closing. Under the
terms of the joint venture agreement, the Partnership generally will be
allocated or distributed 58% of profits and losses, cash flow from
operations and sale or refinancing proceeds.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The shopping center was subject to a long-term management agreement
with an affiliate of the joint venture partner. Under the terms of the
management agreement, the manager is entitled to receive a management fee
based on a formula which relates to direct and general overhead costs and
expenses incurred in the operation of the property. During 1994, the
manager of Topanga Plaza, an affiliate of the joint venture partner, was
sold to an unaffiliated third party, who assumed management at the property
on the same terms as existed prior to the sale.

On January 17, 1994, an earthquake occurred in Los Angeles,
California. The epicenter was located in the town of Northridge, which is
approximately six miles from Topanga Plaza Shopping Center. Consequently,
significant portions of the mall, including the four major department
stores who own their own buildings, suffered some casualty damage. The
approximate 360,000 square feet of mall shops owned by the Topanga
Partnership did not suffer major structural damage. The estimated costs at
Topanga for which the joint venture is responsible is approximately $10.5
million, of which approximately $9.7 million is construction related. The
majority of this cost is subject to recovery under the joint venture's
earthquake insurance policy. The deductible on the earthquake casualty and
business interruption coverages is approximately $2.1 million which is
expected to be funded by Topanga from operations in 1995 and/or offset by
other insurance recoveries for which the venture may be eligible but for
which are not presently determinable. As of March 31, 1995, Topanga has
incurred approximately $7.6 million of the estimated $9.7 million of costs
to repair the mall all of which has been reimbursed through insurance
proceeds. As of the date of this report, all of the mall's 114 shops and
the four major department stores are open. Subsequent to the earthquake,
sales at the mall shops have increased due to the greater extent of damage
at a nearby competing mall. One department store, Robinson-May, had a
portion of their store condemned by city inspectors in 1994. One
consequence of this partial condemnation is that Robinson-May took back in
1994 the approximately 25,000 square feet of that store which was leased to
the joint venture in 1990. Pursuant to the terms of the lease agreement
with the joint venture, Robinson-May was allowed to terminate the lease in
the event there was substantial damage to its existing store (as defined).
This is expected to represent the loss of approximately $150,000 in annual
net income from subleases of the eight tenants which had subleased this
space. Topanga was insured in case of such event and received, in July
1994, insurance proceeds in the amount of $2,500,000 (net of the related
deductible) for the cost of the unamortized tenant improvements and the
loss of rents related to this space. As a result of the termination of the
leasehold for this space from Robinson-May, Topanga wrote off, in 1994,
approximately $1.2 million of unamortized leasehold improvements discussed
above. Topanga recorded in 1994, an extraordinary loss of $2,889,000 (of
which the Partnership's share was approximately $1,676,000) which included
Topanga's share of repair cost of approximately $2.1 million, and
approximately $789,000 of other costs. The earthquake did result in some
adverse effect on the operations of the center in early 1994.

The joint venture partner had agreed to advance the joint venture
funds for expenses incurred for certain redevelopment costs related to a
potential future expansion of Topanga Plaza. The balance of these advances
was $435,000 at December 31, 1994. Such advances were repaid to the former
joint venture partner in early 1995.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The shopping center is subject to fire, life and safety code and
ordinance requirements, which have changed since the property's original
construction. Accordingly, the Partnership intends to comply with such
revised regulations and fund certain retrofit costs. In conjunction with
the renovation, a substantial portion of certain retrofit costs have been
completed. The Partnership will fund any remaining costs from operations
over the next several years, as tenant leases expire, until the entire
building conforms to such requirements.

(e) First Financial

On May 20, 1987, the Partnership, through First Financial, a joint
venture with JMB Income Properties, Ltd.-XIII (a partnership sponsored by
an affiliate of the Managing General Partner), acquired an interest in a
general partnership ("Encino") with an affiliate of the developer ("Encino
Venture Partner"). Encino owns an office building in Encino (Los Angeles),
California. First Financial is obligated to make an initial investment in
the aggregate amount of $49,850,000 of which approximately $49,812,000 of
such contributions have been made to Encino. The Partnership's share of
the remaining amounts, approximately $24,000, will be contributed when the
Encino Venture Partner complies with certain requirements.

The first mortgage loan on the property matures November 1, 1995.
First Financial, on Encino's behalf, is currently discussing the terms of a
possible extension or renegotiation of the mortgage loan with the existing
lender upon such maturity. There can be no assurance that a satisfactory
arrangement for the extension or refinancing of all or substantially all of
the loan can be reached with this or any other lender. Based upon such
uncertainty, Encino may not be able to recover the net carrying value of
the investment property through future operations or sale. Accordingly,
the Encino venture, as a matter of prudent accounting practice, has made a
provision for value impairment of approximately $6,475,000, (approximately
$4,047,000 is allocable to the Partnership), all of which is allocable to
First Financial. Such provision was recorded at December 31, 1994 to
reduce the net carrying value of the property based upon an estimated sales
price should the Encino venture be unable to extend or refinance the
mortgage loan at maturity.

As previously reported, the First Financial office building appeared
to have experienced only minor cosmetic damage as a result of the January
17, 1994 Northridge earthquake in southern California. On February 22,
1995, the city council of the city of Los Angeles passed an ordinance
requiring certain buildings (identified by building type and location) to
perform testing on the welded steel moment connections to determine if the
earthquake had weakened such joint weldings and to repair such joint
weldings if weakness is detected. This property qualified for the testing
under the ordinance, and therefore, Encino has retained a structural
engineer to perform the testing. Results of the initial testing by the
structural engineer indicate that some of the building's joint weldings
have suffered damage which, in accordance with the recently enacted
ordinance, must be repaired. Encino's structural engineer has informed
Encino that the damage detected does not pose a life safety risk for the
building's tenants. While a complete determination of the requirements to
comply with such ordinance is not as yet completed, it is currently
estimated that the cost of such repairs will be approximately $1,000,000
(of which the Partnership's share is approximately $625,000).

All of Encino's operating profits and losses before depreciation have
been allocated to First Financial in 1995 and 1994.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The terms of the First Financial partnership agreement provide that
annual cash flow, net sale or refinancing proceeds, and tax items will be
distributed or allocated, as the case may be, to the Partnership in
proportion to its 62.5% share of capital contributions.

The office building is managed by an affiliate of the Venture Partner
for a fee based upon a percentage of rental receipts (as defined) of the
property.

(4) PARTNERSHIP AGREEMENT

The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership amounts equal to the cumulative deferrals of any portion of
their 10% cash distribution and 2-1/2% of the selling price, and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, the Limited Partners 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, (ii) have received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equal a
6% 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 second
fiscal quarter of 1986 and (iii) have received cash distributions of sale
and refinancing proceeds and of the Partnership's operations, in an amount
equal to the Limited Partners' initial capital investment in the
Partnership plus a 10% annual return on the Limited Partners' average
capital investment. Accordingly, approximately $773,000 of sale proceeds
from the sale of the Partnership's interest in Mid Rivers Mall during 1992
has been deferred by the General Partners (note 5).

(5) TRANSACTIONS WITH AFFILIATES

Certain of the Partnership's properties are managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties. In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party. In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.
The successor to the affiliated property manager's assets is the property
manager of the 40 Broad Street property after the sale on the same terms
that existed prior to the sale.

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1995 and for the three months ended March 31, 1995 and 1994 are as follows:

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED

Unpaid at
March 31,
1995 1994 1995
-------- ------ -------------
Property management
and leasing fees. . . . . $ 17,988 42,393 --
Insurance commissions. . . 17 -- --
Reimbursement
(at cost) for
out-of-pocket
expenses. . . . . . . . . 2,766 340 371
-------- ------- ---
$ 20,771 42,733 371
======== ======= ===

The Managing General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Managing General Partner and its affiliates relating to the
administration of the Partnership and the operation of the Partnership's
investment properties. The amount of such salaries and direct expenses
aggregated $16,245 and $108,499 for the three months ended March 31, 1995
and for the twelve months ended December 31, 1994, respectively, all of
which has been paid as of March 31, 1995.

In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred payment of their distri-
butions of net cash flow and sales proceeds from the Partnership. The
amount of such deferred distributions was approximately $7,520,000 as of
March 31, 1995. All amounts deferred or currently payable do not bear
interest.

The Topanga venture has incurred approximately $0 and $17,000 of
interest expense on affiliated venture partner advances (note 3(d)) for the
three months ended March 31, 1995 and 1994, respectively, all of which was
paid to an affiliate of the former venture partner as of March 31, 1995.

(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION

The summary income statement information for the San Jose venture for
the three months ended March 31, 1995 and 1994 is as follows:

1995 1994
---------- -----------
Total income. . . . . . . . $2,462,591 2,305,345
========== ===========
Operating earnings. . . . . $ 619,741 345,742
========== ===========
Net earnings to
the Partnership . . . . . $ 309,871 172,871
========== ===========

(7) ADJUSTMENTS

In the opinion of the Managing General Partner, all adjustments (con-
sisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1995 and for the three months ended March 31, 1995 and 1994.

PART I. FINANCIAL INFORMATION

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

LIQUIDITY AND CAPITAL RESOURCES

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

At March 31, 1995, the Partnership had cash and cash equivalents of
approximately $21,522,000. Such funds and short-term investments of
approximately $1,532,000 are available for working capital requirements
including the funding of the Partnership's share of remaining earthquake
repair costs at the Topanga Plaza and of releasing costs and capital
improvements and repairs at the Park Center Financial Plaza, 40 Broad
Street and First Financial Plaza as discussed below. The Partnership and
its consolidated ventures have currently budgeted in 1995 approximately
$3,276,000 for tenant improvements and other capital expenditures. Such
budgeted amounts exclude earthquake costs at Topanga Plaza (as discussed
below and in Note 3(d)). The Partnership's share of such items and its
share of similar items for its unconsolidated ventures in 1995 is currently
budgeted to be approximately $3,764,000. Actual amounts expended in 1995
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. Additionally, as more
fully described in Notes 4 and 5, distributions of approximately $7,520,000
to the General Partners have been deferred in accordance with the
subordination requirements of the Partnership agreement. The source of
capital for such items and for both short-term and long-term future
liquidity and distributions is expected to be through cash generated by the
Partnership's investment properties and through the sale of such
investments. In such regard, reference is made to the Partnership's
property specific discussions below. To the extent that a property does
not produce adequate amounts of cash to meet its needs, the Partnership may
withdraw funds from the working capital reserve which it maintains. The
Partnership's and its ventures' mortgage obligations are all non-recourse.
Therefore, the Partnership and its ventures are not obligated to pay
mortgage indebtedness unless the related property produces sufficient net
cash flow from operations or sale.

Overall cash flow returns at Broad Street for the next few years are
expected to be lower than in previous years. The Partnership will continue
its aggressive leasing program; however, the downtown New York City market
remains extremely competitive due to the significant amount of space
available primarily resulting from the layoffs, cutbacks and consolidations
by financial service companies and related businesses which dominated this
market. In addition to competition for tenants in the downtown market from
other buildings in the area, there is increasing competition from less
expensive alternatives to downtown. Rental rates in the downtown market
are currently at depressed levels and this can be expected to continue for
the foreseeable future while the current vacant space is gradually
absorbed. Little, if any, new construction is planned for downtown over
the next few years. It is expected that the building will continue to be
adversely affected by the lower effective rental rates achieved upon re-
leasing of existing leases which expire over the next few years. (In 1995
and 1996, the leases of tenants occupying approximately 13% of the building
expire.) In addition, new leases will likely require expenditures for
lease commissions and tenant improvements prior to tenant occupancy. This
decline in rental rates, the increase in re-leasing time and the costs upon
re-leasing will result in a continued decrease in cash flow from operations
over the near term. Reference is made to Note 3(c) for further discussion
of the current status of this investment property.

During August 1994, San Jose received notification from the
Redevelopment Agency of the City of San Jose of its offer to purchase one
of the parking garage structures in the office building complex, for an
approved Agency project for $4,090,000. The price offered is deemed by the
Agency to be just compensation in compliance with applicable State and
Federal laws. During 1995, the Agency filed a condemnation action in court
to secure their position in obtaining the garage pursuant to the laws of
eminent domain. However, San Jose will continue to hold discussions with
the agency and continue to investigate its options with regard to the
Agency's offer including the impact of any purchase on garage spaces leased
to tenants of other Partnership properties in the complex. Should the
Agency proceed to purchase the property, San Jose would recognize a gain
for financial reporting and Federal income tax purposes. It is uncertain
at this time whether a transfer of the garage to the Agency will occur,
when or upon what terms.

San Jose notified the tenants in and invitees to the complex that some
of the buildings, particularly the 100-130 Park Center Plaza Buildings and
the garage below them, could pose a life safety hazard under certain
unusually intense earthquake conditions. While the buildings and the
garage were designed to comply with the applicable codes for the period in
which they were constructed, and there is no legal requirement to upgrade
the buildings for seismic purposes, San Jose is working with consultants to
analyze ways in which such a potential life safety hazard could be
minimized. Tenants occupying approximately 55,000 square feet
(approximately 13% of the buildings) of the Park Center Plaza investment
property have leases that expire in 1995, for which there can be no
assurance of renewals. In addition, new leases will likely require
expenditures for lease commissions and tenant improvements prior to tenant
occupancy. These anticipated costs upon re-leasing will result in a
decrease in cash flow from operations over the near term. However, since
the costs of both re-leasing space and any seismic program could be
substantial, San Jose has commenced discussions with the appropriate lender
for additional loan proceeds to pay for all or a portion of these costs.
Furthermore, should lender assistance be required to fund significant costs
at the 100-130 Park Center Plaza buildings but not be obtained, the
Partnership may decide not to commit any additional amounts to this portion
of the complex since such amounts are likely to be large in comparison to
the Partnership's current equity in this portion of the complex and the
likelihood of recovering such funds through increased capital appreciation
is remote. The result would be that the Partnership would no longer have
an ownership interest in this portion of the complex.

As a result, there is continued uncertainty about the ability to
recover the net carrying value of the property through future operations
and sale and accordingly, San Jose has made provisions for value impairment
on the 100-130 Park Center Plaza buildings and certain parking areas and
the 170 Almaden building of $944,335 in the aggregate. Such provisions at
September 30, 1994 were recorded to reduce the net carrying values of these
buildings to the then outstanding balances of the related non-recourse
financing.

On January 17, 1994, an earthquake occurred in Los Angeles,
California. The epicenter was located in the town of Northridge, which is
approximately six miles from Topanga Plaza Shopping Center. Consequently,
significant portions of the mall, including the four major department
stores who own their own buildings, suffered some casualty damage. The
approximate 360,000 square feet of mall shops owned by the Topanga
Partnership did not suffer major structural damage. The estimated costs at
Topanga for which the joint venture is responsible is approximately $10.5
million, of which approximately $9.7 million is construction related. The
majority of this cost is subject to recovery under the joint venture's
earthquake insurance policy. The deductible on the earthquake casualty and
business interruption coverages is approximately $2.1 million which is
expected to be funded by Topanga from operations in 1995 and/or offset by
other insurance recoveries for which the venture may be eligible but for
which are not presently determinable. As of March 31, 1995, Topanga has
incurred approximately $7.6 million of the estimated $9.7 million of costs
to repair the mall, all of which has been reimbursed through insurance
proceeds. As of the date of this report, all of the mall's 114 shops and
the four major department stores are open. Subsequent to the earthquake,
sales at the mall shops have increased due to the greater extent of damage
at a nearby competing mall. One department store, Robinson-May, had a
portion of their store condemned by city inspectors. One consequence of
this partial condemnation is that Robinson-May took back the approximately
25,000 square feet of that store which was leased to the joint venture in
1990. Pursuant to the terms of the lease agreement with the joint venture,
Robinson-May was allowed to terminate the lease in the event there was
substantial damage to its existing store (as defined). This is expected to
represent the loss of approximately $150,000 in annual net income from
subleases of the eight tenants which had subleased this space. Topanga was
insured in case of such event and received, in July 1994, insurance
proceeds in the amount of $2,500,000 (net of the related deductible) for
the cost of the unamortized tenant improvements and the loss of rents
related to this space. As a result of the termination of the leasehold for
this space from Robinson-May, Topanga wrote off, in 1994, approximately
$1.2 million of unamortized leasehold improvements discussed above.
Topanga recorded, in 1994, an extraordinary loss of $2,889,000 (of which
the Partnership's share was approximately $1,676,000) which included
Topanga's share of repair cost of approximately $2.1 million, and
approximately $789,000 of other costs. The earthquake did result in some
adverse effect on the operations of the center in early 1994.

During 1994, the manager of the Topanga Plaza, an affiliate of the
joint venture partner, was sold to an unaffiliated third party, who assumed
management at the property on the same terms as existed prior to the sale.

The Plaza Hermosa Shopping Center was developed with proceeds raised
through a municipal bond financing. This financing was secured by a letter
of credit facility which was ultimately secured by a deed of trust on the
property. The letter of credit facility expired December 31, 1993; at
which time, the Partnership signed an agreement with the holder of the
letter of credit to extend its expiration date to December 31, 1994. In
December 1994, the Partnership signed an agreement for a long-term
replacement letter of credit with a new lender and in conjunction with the
new letter of credit, simultaneously retired this original bond financing
and issued new bonds to the existing bondholders in their original
aggregate amount of $6,400,000. The new letter of credit expires in
December 1997. The new bond financing is due and payable upon the
expiration of the letter of credit. This property did not sustain any
significant damage in connection with the January 17, 1994 Los Angeles
earthquake.

In 1995, the leases of tenants occupying approximately 19,000 square
feet (approximately 20% of the property) at the Plaza Hermosa Shopping
Center expire. Although the Partnership has received indications that some
of these tenants will renew, there can be no assurance that such renewals
will take place. In addition, new leases will likely require expenditures
for lease commissions and tenant improvements prior to tenant occupancy.
These anticipated costs upon re-leasing will result in a decrease in cash
flow from operations over the near term.

At March 31, 1995, the First Financial Plaza office building is
approximately 89% occupied. In July 1993, Mitsubishi vacated its
approximate 8,100 square feet prior to its lease expiration of January 1997
and continues to pay rent pursuant to its lease obligation. Including the
Mitsubishi lease, the building is 94% leased as of the date of this report.

The Los Angeles office market in general and the Encino submarket in
particular are showing signs of strengthening as vacancy rates decrease and
rental rates stabilize.

The mortgage note secured by the First Financial Plaza office building
is scheduled to mature in November 1995. Although the venture has had
preliminary discussions with the lender regarding an extension of this
loan, there can be no assurance that such an extension or any alternative
financing for all or substantially all of the mortgage loan can be obtained
at maturity. The venture is also examining a possible sale of the property
should a refinancing not take place. There can be no assurance that a sale
of the property will occur. Based upon such uncertainty, Encino may not be
able to recover the net carrying value of the investment property through
future operations or sale. Accordingly, Encino as a matter of prudent
accounting practice, has made a provision for value impairment of
approximately $6,475,000, (of which approximately $4,047,000 is allocated
to the Partnership), all of which is allocable to First Financial joint
venture. Such provision was recorded at December 31, 1994 to reduce the
net carrying value of the property based upon an estimated sales price
should the Encino Venture be unable to extend or refinance the mortgage
loan at maturity.

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

While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
approach has been to aggressively and creatively manage the Partnership's
real estate assets to attract and retain tenants. Net effective rents to
the landlord from renewal tenants are much more favorable than lease terms
which can be negotiated with new tenants. However, the Partnership's
capital resources must also be preserved and allocated in such a manner as
to maximize the total value of the portfolio. As a result of the real
estate market conditions discussed above, the Partnership continues to
conserve its working capital. All expenditures are carefully analyzed and
certain capital projects are deferred when appropriate. The Partnership
has also sought or is seeking additional loan modifications where
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since outside
sources of capital may be limited.

As we have reported previously, due to these factors, the Partnership
has held certain of its investment properties longer than originally
anticipated in an effort to maximize the return to the Limited Partners.

RESULTS OF OPERATIONS

The increase in cash and cash equivalents and the corresponding
decrease in short-term investments as of March 31, 1995 as compared to
December 31, 1994 is primarily due to approximately $17,346,000 of the
Partnership's U.S. Government obligations being classified as cash
equivalents at March 31, 1995, whereas approximately $4,529,000 of such
U.S. Government obligations were classified as cash equivalents at December
31, 1994. See Note 1.

The increase in prepaid expenses at March 31, 1995 as compared to
December 31, 1994 is primarily due to the prepayment of real estate taxes
of approximately $483,000 at 40 Broad Street, partially offset by the
amortization of insurance premiums at 40 Broad Street, Topanga Plaza and
Plaza Hermosa.

The casualty insurance receivable balance at December 31, 1994
represents a portion of repair costs reimbursed through insurance proceeds
in 1995 at Topanga Plaza.

The decrease in construction costs payable at March 31, 1995 as
compared to December 31, 1994 is due to the timing of payment of
construction costs incurred at Topanga Plaza.

The increase in accrued real estate taxes as of March 31, 1995 as
compared to December 31, 1994 is primarily due to the timing of payment of
real estate taxes at Plaza Hermosa and First Financial Plaza.

The decrease in advances from affiliates as of March 31, 1995 as
compared to December 31, 1994 is due to the repayment of such advances to
the previous venture partner at Topanga Plaza. See Note 3(d).

The increase in rental income for the three months ended March 31,
1995 as compared to the three months ended March 31, 1994 is primarily due
to increased rental income at Topanga Plaza due to the recovery of
operations from the impact of the earthquake damage incurred in early 1994.

See Note 3(d).

The increase in interest income for the three months ended March 31,
1995 as compared to the three months ended March 31, 1994 is primarily due
to higher average invested balances in U.S. Government obligations and
higher effective yields earned on such investments in 1995.

The decrease in property operating expenses for the three months ended
March 31, 1995 as compared to the three months ended March 31, 1994 is
primarily due to a decrease in provision for doubtful accounts of
approximately $118,000 as a result of the resolution of tenant rent
disputes in 1994 associated with the earthquake damage at Topanga Plaza, a
real estate tax refund of approximately $99,000 at Plaza Hermosa and higher
repairs and maintenance expense in the first quarter of 1994 at 40 Broad
Street.

The increase in amortization of deferred expenses for the three months
ended March 31, 1995 as compared to the three months ended March 31, 1994
is primarily due to the capitalization of certain expenses related to the
renovation of Topanga Plaza and capitalization of certain expenses related
to the refinancing at Plaza Hermosa. See Note 2(b).

The increase in Partnership's share of operations of unconsolidated
ventures for the three months ended March 31, 1995 as compared to the three
months ended March 31, 1994 is primarily due to a decrease in real estate
tax expense and an increase in interest income from investments in U.S.
Government obligations at the San Jose investment property.

The decrease in venture partners' share of ventures' operations for
the three months ended March 31, 1995 as compared to the three months ended
March 31, 1994 is primarily due to losses resulting from the earthquake at
Topanga Plaza partially offset by the venture partners' share of insurance
proceeds related to space taken back by Robinson-May at Topanga Plaza in
1994. See Note 3(d).

The extraordinary item for the three months ended March 31, 1994 is
due to the earthquake damage at Topanga Plaza in 1994. See Note 3(d).

<TABLE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

OCCUPANCY

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

<CAPTION>
1994 1995
-------------------------------------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Park Center Financial
Plaza
San Jose, California . . . 83% 83% 83% 84% 74%

2. Topanga Plaza
Los Angeles, California. . 90% 92% 92% 95% 95%

3. 40 Broad Street
New York, New York . . . . 82% 82% 82% 80% 76%

4. Plaza Hermosa
Shopping Center
Hermosa Beach, California. 81% 91% 92% 95% 94%

5. First Financial Plaza
Encino (Los Angeles),
California . . . . . . . .84%(1) 91%(1) 89%(1) 89%(1) 93%(1)

<FN>

(1) The percentage represents physical occupancy. Mitsubishi (8,109 square feet) vacated its space in July
1993 prior to its lease expiration of January 1997 and continues to pay rent pursuant to its lease obligation.

</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

4-A. Mortgage loan agreement between Topanga and
Connecticut General Life Insurance Company dated January 31, 1992 relating
to Topanga Plaza in Los Angeles, California is hereby incorporated herein
by reference to Exhibit 4-A to the Partnership's report for December 31,
1992 on Form 10-K (File No. 0-16108) dated March 19, 1993.

4-B. Mortgage loan agreement between First Financial
and The Prudential Insurance Company of America dated November 2, 1987
relating to First Financial Plaza in Encino, California is hereby
incorporated herein by reference to Exhibit 4-B to the Partnership's report
for December 31, 1992 on Form 10-K (File No. 0-16108) dated March 19, 1993.

4-C. Mortgage loan modification agreement between
Topanga and Connecticut General Life Insurance dated January 31, 1993
relating to Topanga Plaza in Los Angeles, California is hereby incorporated
herein by reference to Exhibit 4 of the Partnership's report on Form 10-Q
(File No. 0-16108) dated November 11, 1993.

4-D. Letter of credit agreement between JMB Income
Properties, Ltd-XII and Dresdner Bank AG dated November 15, 1994 relating
to the letter of credit extension at Plaza Hermosa is hereby incorporated
herein by reference to the Partnership's report on Form 10-K (File No. 0-
16108) dated March 27, 1995.

4-E. Mortgage loan agreement, Amended and Restated
Deed of Trust, Security Agreement with assignment of Rents and Fixture
Filing and Real Estate tax escrow and Security Agreement between San Jose
and Connecticut General Life Insurance Co. dated November 30, 1994 is
hereby incorporated herein by reference to the Partnership's report on Form
10-K (File No. 0-16108) dated March 27, 1995.

10-A. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of Topanga Plaza in
Los Angeles, California, are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-16108) dated December 31,
1985.

10-B. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of First Financial
Plaza in Encino, California are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-16108) dated June 3, 1987.

10-C. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of 40 Broad Street in
New York, New York, are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-16108) dated December 31,
1985.<PAGE>
27. Financial Data Schedule

(b) Reports on Form 8-K

The following reports on Form 8-K were filed since
the beginning of the last quarter of the period covered by this report.

(i) None
SIGNATURES

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

JMB INCOME PROPERTIES, LTD. - XII

BY: JMB Realty Corporation
(Managing General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date:May 11, 1995

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

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date:May 11, 1995

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000765813
<NAME> JMB INCOME PROPERTIES, LTD. - XII

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995

<CASH> 21,522,226
<SECURITIES> 1,531,578
<RECEIVABLES> 3,579,022
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,632,826
<PP&E> 193,533,172
<DEPRECIATION> 48,202,293
<TOTAL-ASSETS> 188,561,456
<CURRENT-LIABILITIES> 33,899,078
<BONDS> 64,370,285
<COMMON> 0
0
0
<OTHER-SE> 68,535,998
<TOTAL-LIABILITY-AND-EQUITY> 188,561,456
<SALES> 7,233,086
<TOTAL-REVENUES> 7,535,047
<CGS> 0
<TOTAL-COSTS> 4,844,263
<OTHER-EXPENSES> 153,214
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,304,951
<INCOME-PRETAX> 232,619
<INCOME-TAX> 0
<INCOME-CONTINUING> 531,243
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 531,243
<EPS-PRIMARY> 2.69
<EPS-DILUTED> 0

</TABLE>