JMB INCOME PROPERTIES LTD XII
10-Q/A, 1996-05-20
REAL ESTATE
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                  FORM 10Q/A

                                AMENDMENT NO. 1


               Filed pursuant to Section 12, 13, or 15(d) of the
                        Securities Exchange Act of 1934



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



                                            IRS Employer Identification    

Commission File No. 0-16108                         No. 36-3337796         






     The undersigned registrant hereby amends the following sections of its
Report for the quarter ended March 31, 1996 on Form 10-Q as set forth in
the pages attached hereto:


      ITEM 1.          FINANCIAL STATEMENTS - Pages 3 to 11
      ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS - Page 12
      EXHIBIT 27.      Page 17


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant 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
                                    and Principal Accounting Officer




Dated:  May 20, 1996

<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, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                              MARCH 31,      DECEMBER 31,
                                                                                1996            1995     
                                                                            -------------    ----------- 
<S>                                                                        <C>              <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .      $ 23,519,916     21,456,552 
  Rents and other receivables, net of allowance for
    doubtful accounts of $728,881 at March 31, 
    1996 and $784,652 at December 31, 1995. . . . . . . . . . . . . . .         2,550,077      2,542,548 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .           633,075        260,164 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .           937,587        900,561 
                                                                             ------------    ----------- 
        Total current assets. . . . . . . . . . . . . . . . . . . . . .        27,640,655     25,159,825 
                                                                             ------------    ----------- 
Investment properties, at cost:
  Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        20,494,992     20,494,992 
  Buildings and improvements. . . . . . . . . . . . . . . . . . . . . .       169,130,117    168,635,413 
                                                                             ------------    ----------- 
                                                                              189,625,109    189,130,405 
  Less accumulated depreciation . . . . . . . . . . . . . . . . . . . .        53,771,307     52,390,756 
                                                                             ------------    ----------- 
        Total investment properties, net of 
          accumulated depreciation. . . . . . . . . . . . . . . . . . .       135,853,802    136,739,649 

Investment in unconsolidated ventures, at equity. . . . . . . . . . . .         6,263,459      6,412,066 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,405,353      7,639,146 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .         2,427,491      2,558,056 
                                                                             ------------    ----------- 
                                                                             $179,590,760    178,508,742 
                                                                             ============    =========== 

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

                                   CONSOLIDATED BALANCE SHEETS - CONTINUED


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

                                                                              MARCH 31,      DECEMBER 31,
                                                                                1996            1995     
                                                                            -------------    ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . . .      $    793,637        746,306 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .         1,650,205      2,038,017 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .           592,782        510,622 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . .           180,481          --    
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .            23,455         23,320 
                                                                             ------------    ----------- 
        Total current liabilities . . . . . . . . . . . . . . . . . . .         3,240,560      3,318,265 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .           434,050        492,214 
Long-term debt, less current portion. . . . . . . . . . . . . . . . . .        88,464,694     88,670,160 
                                                                             ------------    ----------- 
Commitments and contingencies

        Total liabilities . . . . . . . . . . . . . . . . . . . . . . .        92,139,304     92,480,639 
Venture partners' subordinated equity in ventures . . . . . . . . . . .        21,945,782     22,041,429 
Partners' capital accounts:
  General partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .            11,123         11,123 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .           806,640        769,195 
                                                                             ------------    ----------- 
                                                                                  817,763        780,318 
                                                                             ------------    ----------- 
  Limited partners (189,684 interests):
    Capital contributions, net of offering costs. . . . . . . . . . . .       171,306,452    171,306,452 
    Cumulative net earnings (losses). . . . . . . . . . . . . . . . . .       (28,124,613)   (30,082,749)
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .       (78,493,928)   (78,017,347)
                                                                             ------------    ----------- 
                                                                               64,687,911     63,206,356 
                                                                             ------------    ----------- 
        Total partners' capital accounts. . . . . . . . . . . . . . . .        65,505,674     63,986,674 
                                                                             ------------    ----------- 
                                                                             $179,590,760    178,508,742 
                                                                             ============    =========== 


<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, 1996 AND 1995

                                                 (UNAUDITED)
<CAPTION>
                                                                                 1996           1995     
                                                                            -------------    ----------- 
<S>                                                                        <C>              <C>          
Income:
  Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 7,435,027      7,233,086 
  Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . .           291,413        301,961 
                                                                              -----------     ---------- 
                                                                                7,726,440      7,535,047 
                                                                              -----------     ---------- 
Expenses:
  Mortgage and other interest . . . . . . . . . . . . . . . . . . . . .         2,087,432      2,304,951 
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,380,551      1,410,183 
  Property operating expenses . . . . . . . . . . . . . . . . . . . . .         3,136,030      3,094,264 
  Professional services . . . . . . . . . . . . . . . . . . . . . . . .            93,703         96,138 
  Amortization of deferred expenses . . . . . . . . . . . . . . . . . .           298,688        339,816 
  General and administrative. . . . . . . . . . . . . . . . . . . . . .           100,495         57,076 
                                                                              -----------     ---------- 
                                                                                7,096,899      7,302,428 
                                                                              -----------     ---------- 
        Operating earnings (loss) . . . . . . . . . . . . . . . . . . .           629,541        232,619 
Partnership's share of operations of unconsolidated 
  ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           151,783        309,871 
Venture partners' share of ventures' operations . . . . . . . . . . . .          (198,353)       (11,247)
                                                                              -----------     ---------- 
        Net operating earnings (loss) . . . . . . . . . . . . . . . . .           582,971        531,243 
Partnership's share of gain on sale of investment
  properties of unconsolidated venture. . . . . . . . . . . . . . . . .         1,412,610          --    
                                                                              -----------     ---------- 
        Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . .       $ 1,995,581        531,243 
                                                                              ===========     ========== 

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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



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

        Net earnings (loss) per limited partnership interest:
          Net operating earnings (loss) . . . . . . . . . . . . . . . .       $      2.95           2.69 
          Partnership's share of gain on sale of
            investment properties of unconsolidated
            venture . . . . . . . . . . . . . . . . . . . . . . . . . .              7.37          --    
                                                                              -----------     ---------- 
              Net earnings (loss) . . . . . . . . . . . . . . . . . . .       $     10.32           2.69 
                                                                              ===========     ========== 
        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, 1996 AND 1995

                                                 (UNAUDITED)
<CAPTION>
                                                                                  1996             1995    
                                                                              ------------     ----------- 
<S>                                                                          <C>              <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  1,995,581         531,243 
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,380,551       1,410,183 
    Amortization of deferred expenses . . . . . . . . . . . . . . . . . . .        298,688         339,816 
    Partnership's share of operations of unconsolidated 
      ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (151,783)       (309,871)
    Partnership's share of gain on sale of investment
      properties of unconsolidated venture. . . . . . . . . . . . . . . . .     (1,412,610)          --    
    Venture partners' share of ventures' operations . . . . . . . . . . . .        198,353          11,247 
  Changes in:
    Rents and other receivables . . . . . . . . . . . . . . . . . . . . . .         (7,529)       (111,237)
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (372,911)       (370,649)
    Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (37,026)          --    
    Casualty insurance receivable . . . . . . . . . . . . . . . . . . . . .          --            853,000 
    Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .        130,565          97,672 
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .       (387,812)        284,449 
    Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .         82,160           --    
    Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . .        180,481         188,975 
    Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . .            135           2,424 
    Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .        (58,164)         (2,168)
                                                                              ------------     ----------- 
        Net cash provided by (used in) operating activities . . . . . . . .      1,838,679       2,925,084 
                                                                              ------------     ----------- 
Cash flows from investing activities:
  Net sales and maturities (purchases) of short-term 
    investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --         12,645,234 
  Additions to investment properties,
    net of related payables in 1995 . . . . . . . . . . . . . . . . . . . .       (494,704)       (568,454)
  Partnership's distributions from unconsolidated 
    ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,713,000           --    
  Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . .        (64,895)       (258,592)
                                                                              ------------     ----------- 
        Net cash provided by (used in) investing activities . . . . . . . .      1,153,401      11,818,188 
                                                                              ------------     ----------- 

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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                                  1996             1995    
                                                                              ------------     ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . .       (158,135)       (153,060)
  Advances from affiliate . . . . . . . . . . . . . . . . . . . . . . . . .          --           (435,000)
  Venture partners' contributions to venture. . . . . . . . . . . . . . . .          --             41,236 
  Distributions to venture partners . . . . . . . . . . . . . . . . . . . .       (294,000)       (420,000)
  Distributions to limited partners . . . . . . . . . . . . . . . . . . . .       (476,581)       (476,581)
                                                                              ------------     ----------- 
        Net cash provided by (used in) financing activities . . . . . . . .       (928,716)     (1,443,405)
                                                                              ------------     ----------- 
        Net increase (decrease) in cash and cash equivalents. . . . . . . .      2,063,364      13,299,867 

        Cash and cash equivalents, beginning of year. . . . . . . . . . . .     21,456,552       8,222,359 
                                                                              ------------     ----------- 
        Cash and cash equivalents, end of period. . . . . . . . . . . . . .   $ 23,519,916      21,522,226 
                                                                              ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . . . . . . . .   $  2,005,272       2,277,118 
                                                                              ============     =========== 
  Non-cash investing and financing activities . . . . . . . . . . . . . . .   $      --              --    
                                                                              ============     =========== 


















<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, 1996 AND 1995

                               (UNAUDITED)

GENERAL

     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995
which are included in the Partnership's 1995 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.

     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. 121 was adopted by the
Partnership on January 1, 1996.


TRANSACTIONS WITH AFFILIATES

     Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1996 and for the three months ended March 31, 1996 and 1995 are as follows:

                                                            Unpaid at  
                                                            March 31,  
                                     1996        1995         1996     
                                   -------      ------    -------------
Property management 
 and leasing fees . . . . . .      $23,411      17,988          --     
Insurance commissions . . . .        9,399          17          --     
Reimbursement 
 (at cost) for 
 out-of-pocket 
 expenses . . . . . . . . . .        3,914       2,766         1,023   
                                   -------      ------         -----   
                                   $36,724      20,771         1,023   
                                   =======      ======         =====   

     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 $22,243 and $192,801 for the three months ended March 31, 1996
and for the twelve months ended December 31, 1995, respectively, of which
$82,028 is unpaid as of March 31, 1996.

     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 $7,837,000 as of
March 31, 1996.  All amounts deferred or currently payable do not bear
interest.


40 BROAD STREET

     Occupancy at the 40 Broad Street property was approximately 75% as of
March 31, 1996.  Tenant leases representing 12% of the property expire in
1996, not all of whom are expected to renew.  In 1996, approximately
$1,300,000 in tenant improvements and lease commissions have been budgeted
as a result of continued leasing efforts at the property, of which the
Partnership's share is approximately $891,000.  The downtown New York City
market remains extremely competitive due to the significant amount of space
available.


SAN JOSE

     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 was 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.  In late 1995, San Jose and the Agency reached a mutually
acceptable agreement on the transfer of the garage.  In March 1996, the
sale was consummated.  Under the transfer agreement, San Jose received
replacement parking spaces for its tenants in a near-by city-owned parking
structure for a term of fifty-five years in addition to the aforementioned
purchase price of $4,090,000.  San Jose will recognize a gain of
approximately $2,036,000 and $1,800,000, respectively, for financial
reporting and Federal income tax purposes in 1996, of which approximately
$1,018,000 and $900,000, respectively, will be allocable to the
Partnership.  Any distribution of such sale proceeds will be based upon the
working capital needs of the Partnership and likely will include payments
to state taxing authorities representing withholding on the gains allocable
to the limited partners in the Partnership.

     During December 1995, San Jose entered into a non-binding letter of
intent for the sale of the 190 San Fernando Building to an independent
third party.  In March 1996, the sale was consummated.  The sale price of
the building was $1,753,000, paid in cash at closing.  San Jose will
recognize a gain of approximately $789,000 for financial reporting purposes
in 1996, of which approximately $394,500 will be allocable to the
Partnership.  San Jose will recognize a loss of approximately $12,000 for
Federal income tax purposes in 1996 of which approximately $6,000 will be
allocable to the Partnership.  Any distribution of such sale proceeds will
be based upon the working capital needs of the Partnership.

     The 190 Building and garage were classified as held for sale or
disposition as of January 1, 1996 and therefore have not been subject to
continued depreciation.  The accompanying consolidated financial statements
include the Partnership's share of operations of unconsolidated ventures
which include approximately $20,000 and $56,000 of operations of such
properties for the three months ended March 31, 1996 and 1995.  Such assets
had a net carrying value of approximately $3,006,000 at December 31, 1995.

     San Jose is undergoing a voluntary upgrade to the 130 Park Center
Plaza building and the parking garage below the 100-130 buildings for
seismic purposes.  San Jose estimates the cost of the structural upgrade to
be approximately $1,200,000 of which the Partnership's share is
approximately $600,000.  Such work should be completed by mid-1996.

PLAZA HERMOSA SHOPPING CENTER

     Occupancy at Plaza Hermosa at March 31, 1996 was approximately 95%. 
However, included in the occupancy is a tenant whose lease had expired in
1995 (approximately 6,800 square feet or 7% of the property) but remains in
the center and pays rent pursuant to its original lease terms on a month-
to-month basis.  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.


FIRST FINANCIAL

     From 1996 through 1998, leases at the First Financial office building
representing 55% of the rentable square footage are scheduled to expire,
not all of which are expected to renew.  In addition, new leases will
likely require expenditures for lease commissions and tenant improvements
prior to tenant occupancy.  Occupancy in the first quarter decreased 7%
primarily due to First Financial Group relocating to a smaller space. 
Merrill Lynch (11,294 square feet) entered into a lease for the vacated
First Financial Group space and moved-in in April 1996.

     In order to finalize the two year loan extension that occurred in
November 1995, the Partnership and its affiliated partner advanced in late
1995 approximately $4.1 million (approximately $2.5 million by the
Partnership) to the joint venture to fund the required principal paydown
and related loan fees.  A capital call had been made on the unaffiliated
joint venture partner for its share of the total required amount; however,
the unaffiliated joint venture partner had indicated that it would not fund
its required share.  The Partnership and its affiliated partner have
reached an agreement with the unaffiliated partner to settle this dispute
through a modification of the joint venture agreement.  The unaffiliated
partner has become a limited partner as a result of this modification.


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,
1996 and for the three months ended March 31, 1996 and 1995.


PART I.  FINANCIAL INFORMATION

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

     Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.

     As of March 31, 1996, the Partnership had consolidated cash and cash
equivalents of approximately $23,520,000, of which approximately
$18,331,000 is held by the Partnership.  Of the remaining $5,189,000, held
by the Partnership's joint ventures, approximately $3,252,000 represents
the Partnership's share of undistributed cash.  These funds and the
Partnership's cash are available for distributions to partners, tenant
improvements, leasing commissions, and other expenditures including its
share of the costs for a possible expansion and mall enhancement at Topanga
Plaza Shopping Center and/or to reduce the letter of credit enhancing the
loan at Plaza Hermosa Shopping Center as such letter of credit will require
renegotiation or reissueance upon its expiration in December 1997. 
Additionally, the Partnership expects to make an additional distribution of
$15 per interest on May 31, 1996 from sales proceeds which resulted from
the sale of the 190 San Fernando building and one of the parking garages at
the San Jose investment property as discussed in the Notes to Consolidated
Financial Statements.

     In an effort to reduce partnership operating expenses, the Partnership
will make semi-annual rather than quarterly distributions of available
operating cash flow commencing with the 1996 distributions.  After
reviewing the remaining properties and the marketplaces in which they
operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable.  Therefore, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold in the near-term), barring unforeseen economic
developments.

RESULTS OF OPERATIONS

     The increase in cash and cash equivalents at March 31, 1996 as
compared to December 31, 1995 is primarily due to the receipt and temporary
investment of a distribution of $1,713,000 from the San Jose unconsolidated
venture, a portion of which resulted from the sale of the 190 San Fernando
building at San Jose.

     The increase in prepaid expenses at March 31, 1996 as compared to
December 31, 1995 is primarily due to the prepayment of real estate taxes
as required by the local taxing authorities, of approximately $416,000, at
40 Broad Street.

     The decrease in accounts payable at March 31, 1996 as compared to
December 31, 1995 is primarily due to the payment in 1996 of certain
earthquake repair costs at Topanga Plaza.

     The decrease in Partnership's share of operations of unconsolidated
ventures for the three months ended March 31, 1996 as compared to the three
months ended March 31, 1995 is primarily due to a refurbishment and
modernization in 1996 of the San Jose fire safety systems.

     Mortgage and other interest decreased and venture partners' share of
consolidated ventures' operations increased for the three months ended
March 31, 1996 as compared to the three months ended March 31, 1995
primarily due to the $4,000,000 loan paydown at First Financial in 1995.

     The Partnership's share of gain on sale of investment properties from
unconsolidated venture of $1,412,610 in 1996 is due to the gain recognized
on the sale of the 190 San Fernando building and one of the parking
structures at the San Jose investment property.
<PAGE>
[ARTICLE] 5

[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.

[/LEGEND]

<TABLE>
<S>                    <C>
[PERIOD-TYPE]          3-MOS
[FISCAL-YEAR-END]      DEC-31-1996
[PERIOD-END]           MAR-31-1996

[CASH]                       23,519,916 
[SECURITIES]                       0    
[RECEIVABLES]                 4,120,739 
[ALLOWANCES]                       0    
[INVENTORY]                        0    
[CURRENT-ASSETS]             27,640,655 
[PP&E]                      189,625,109 
[DEPRECIATION]               53,771,307 
[TOTAL-ASSETS]              179,590,760 
[CURRENT-LIABILITIES]         3,240,560 
[BONDS]                      88,464,694 
[COMMON]                           0    
[PREFERRED-MANDATORY]              0    
[PREFERRED]                        0    
[OTHER-SE]                   65,505,674 
[TOTAL-LIABILITY-AND-EQUITY]179,590,760 
[SALES]                       7,435,027 
[TOTAL-REVENUES]              7,726,440 
[CGS]                              0    
[TOTAL-COSTS]                 4,815,269 
[OTHER-EXPENSES]                194,198 
[LOSS-PROVISION]                   0    
[INTEREST-EXPENSE]            2,087,432 
[INCOME-PRETAX]                 629,541 
[INCOME-TAX]                       0    
[INCOME-CONTINUING]             582,971 
[DISCONTINUED]                1,412,610 
[EXTRAORDINARY]                    0    
[CHANGES]                          0    
[NET-INCOME]                  1,995,581 
[EPS-PRIMARY]                     10.32 
[EPS-DILUTED]                     10.32 

</TABLE>


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