JMB INCOME PROPERTIES LTD XII, 10-K405, 1997-03-31

JMB INCOME PROPERTIES LTD XII
10-K405, 1997-03-31
REAL ESTATE

Previous: MAGICWORKS ENTERTAINMENT INC, 10-K405, 1997-03-31

Next: PMC INTERNATIONAL INC, 10KSB, 1997-03-31

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 1996 Commission file no. 0-16108

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

Illinois 36-3337796
(State of organization) (I.R.S. Employer Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- -------------------------------

None None

Securities registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP INTERESTS
(Title of class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X

State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.

Documents incorporated by reference: None

TABLE OF CONTENTS

Page
----
PART I

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

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

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

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

PART II

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

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

Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . 11

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

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . 45

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . . . 45

Item 11. Executive Compensation . . . . . . . . . . . . . 48

Item 12. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . 49

Item 13. Certain Relationships and Related Transactions . 50

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . . . 50

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . 53

PART I

ITEM 1. BUSINESS

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

The registrant, JMB Income Properties, Ltd. - XII (the "Partnership"),
is a limited partnership formed in 1984 and currently governed under the
Revised Uniform Limited Partnership Act of the State of Illinois to invest
in improved income-producing commercial and residential real property. On
August 23, 1985, the Partnership commenced an offering to the public of
$100,000,000 (subject to increase by up to $150,000,000) in Limited
Partnership Interests (the "Interests") pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933 (Registration No.
2-96716). A total of 189,679 Interests were sold to the public at $1,000
per Interest and were issued to Investors in fiscal 1986. The offering
closed on January 17, 1986. No Investor has made any additional capital
contribution after such date. The Investors in the Partnership share in
their portion of the benefits of ownership of the Partnership's real
property investments according to the number of Interests held.

The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title and/or through joint venture
partnership interests. The Partnership's real estate investments are
located throughout the nation and it has no real estate investments located
outside of the United States. A presentation of information about industry
segments, geographic regions, raw materials, or seasonality is not
applicable and would not be material to an understanding of the
Partnership's business taken as a whole. Pursuant to the Partnership
agreement, the Partnership is required to terminate no later than October
31, 2035. The Partnership is self-liquidating in nature. Upon sale of a
particular property, the net proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, the Partnership
currently expects to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable and to wind up its affairs
not later than December 31, 1999, barring any unforeseen economic
developments.

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

<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (d) SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Park Center
Financial Plaza
office buildings
San Jose,
California . . . . . 432,000 06/20/85 27% fee ownership of land and
sq.ft. improvements (through
n.r.a. joint venture partnership)
(c)(g)
2. Topanga Plaza
shopping center
Los Angeles,
California . . . . . 360,000 12/31/85 20% fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
(b)(c)(d)(e)
3. 40 Broad Street
office building
New York, New York . 247,800 12/31/85 29% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership) (c)(d)
4. Plaza Hermosa
Shopping Center
Hermosa Beach,
California . . . . . 94,900 09/03/86 8% fee ownership of land and
sq.ft. improvements (b)(d)
g.l.a.
5. Mid Rivers Mall
shopping center
St. Peters
(St. Louis),
Missouri . . . . . . 323,100 12/12/86 1/30/92 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
6. First Financial
Plaza
office building
Encino,
California . . . . . 216,000 05/20/87 9/11/96 fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
(c)(f)

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

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

(b) Reference is made to the Notes and to Schedule III filed with
this annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.

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

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

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

(f) The joint venture sold this property. Reference is made to the
Notes for a further description of such sale.

(g) In March 1996, the joint venture sold the 190 San Fernando
building, one of the buildings in the Park Center Financial Plaza office
complex comprising approximately 5% of the total occupied space, to an
independent third party, and transferred title to one of the parking
garages to the City of San Jose. The original capital percentage reflected
for this property in the table has not been adjusted for such sale.
Reference is made to the Notes for a description of such sale.

</TABLE>

The Partnership's real property investments are subject to competition
from similar types of properties (including in certain areas properties
owned by affiliates of the General Partners) in the respective vicinities
in which they are located. Such competition is generally for the retention
of existing tenants. Additionally, the Partnership is in competition for
new tenants in markets where significant vacancies are present. Reference
is made to Item 7 below for a discussion of competitive conditions and
future renovation and capital improvement plans of the Partnership and
certain of its significant investment properties. Approximate occupancy
levels for the properties are set forth in the table in Item 2 below to
which reference is hereby made. The Partnership maintains the suitability
and competitiveness of its properties in its markets primarily on the basis
of tenant mix, property aesthetics, effective rents, tenant allowances and
service provided to tenants. In the opinion of the Managing General
Partner of the Partnership, all of the investment properties held at
December 31, 1996 are adequately insured. Although there is earthquake
insurance coverage for a portion of the value of certain of the
Partnership's investment properties, the Managing General Partner does not
believe that such coverage for the entire replacement cost of the
investment properties is available on economic terms.

In January 1994, an earthquake occurred in Los Angeles, California.
Though significant portions of the mall suffered casualty damage, the
approximate 360,000 square feet of mall shops owned by the Topanga
Partnership did not suffer major structural damage. The costs at Topanga
for which the joint venture was responsible were approximately $11.9
million. The majority of this cost was recovered under the final
settlement, reached in the third quarter of 1995, with the joint venture's
earthquake insurance provider. Additional business interruption insurance
proceeds were also received. Reference is made to Item 7 and to the Notes
for further description of such event.

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

In September 1996, the Partnership sold the First Financial Plaza
office building. Reference is made to the Notes for a further description
of such transaction.

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

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

ITEM 2. PROPERTIES

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

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

<TABLE>
<CAPTION>
1995 1996
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Park Center
Financial Plaza
San Jose, California. . . . Accounting/ (1) (1) (1) (1)
Legal 74% 77% 76% 77% 85% 85% 87% 85%

2. Topanga Plaza
Shopping Center
Los Angeles,
California. . . . . . . . . Retail 95% 96% 96% 98% 98% 94% 98% 98%

3. 40 Broad Street
New York, New York. . . . . Insurance/
Financial
Services 76% 77% 77% 77% 75% 78% 81% 74%

4. Plaza Hermosa
Shopping Center
Hermosa Beach,
California. . . . . . . . . Retail 93% 93% 95% 93% 95% 93% 92% 91%

5. First Financial Plaza
Encino (Los Angeles),
California. . . . . . . . . University/
Bank/Housing
Developer 89% 86% 88% 89% 82% 83% N/A N/A
- ----------
<FN>
Reference is made to Item 6, Item 7, and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

An "N/A" indicates that the property was sold and not owned by the Partnership at the end of the quarter.

(1) Occupancy is now based on 408,300 square feet rather than 432,000 square feet due to the sale of the
190 San Fernando building in March 1996 as discussed more fully in the Notes.

</TABLE>

ITEM 3. LEGAL PROCEEDINGS

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

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

There were no matters submitted to a vote of holders of Interests
during 1995 and 1996.

PART II

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

As of December 31, 1996, there were 15,158 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any economic
aspects of the transaction, will be subject to negotiation by the investor.

There are certain conditions and restrictions on the transfer of Interests,
including, among other things, the requirements that the substitution of a
transferee of Interests as a Limited Partner of the Partnership be subject
to the written consent of the Managing General Partner, which, may be
granted or withheld in its sole and absolute discretion. The rights of a
transferee of Interests who does not become a substituted Limited Partner
will be limited to the rights to receive his share of profits or losses and
cash distributions from the Partnership, and such transferee will not be
entitled to vote such Interests or have other rights of a Limited Partner.
No transfer will be effective until the first day of the next succeeding
calendar quarter after the requisite transfer form satisfactory to the
Managing General Partner has been received by the Managing General Partner.

The transferee consequently will not be entitled to receive any cash
distributions or any allocable share of profits or losses for tax purposes
until such succeeding calendar quarter. Profits or losses from operations
of the Partnership for a calendar year in which a transfer occurs will be
allocated between the transferor and the transferee based upon the number
of quarterly periods in which was recognized as the holder of Interests,
without regard to the results of Partnership's operations during particular
quarterly periods and without regard to whether cash distributions were
made to the transferor or transferee. Profits or losses arising from the
sale or other disposition of Partnership properties will be allocated to
the recognized holder of the Interests as of the last day of the quarter in
which the Partnership recognized such profits or losses. Cash
distributions to a holder of Interests arising from the sale or other
disposition of Partnership properties will be distributed to the recognized
holder of the Interests as of the last day of the quarterly period with
respect to which distribution is made.

Reference is made to Item 6 below for a discussion of cash distribu-
tions to Investors.

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

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

(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1996 1995 1994 1993 1992
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . . $ 29,639,293 33,940,506 31,152,216 30,055,775 31,061,115
============ ============ =========== =========== ===========

Operating earnings
(loss). . . . . . . . . . . $ 3,303,539 (776,107) (5,376,818) (213,393) (18,250,294)
Partnership's share of
earnings (loss) from
operations of uncon-
solidated ventures. . . . . 611,483 709,164 441,700 (6,610,269) (3,123,534)
Venture partners' share
of consolidated ventures'
operations before
extraordinary item. . . . . (1,010,868) (1,568,232) 2,699,777 785,684 6,090,075
------------ ------------ ----------- ----------- -----------
Net operating
earnings (loss) . . . . . . 2,904,154 (1,635,175) (2,235,341) (6,037,978) (15,283,753)
Partnership's share of
gain on sale of invest-
ment properties of
unconsolidated venture. . . 1,412,610 -- -- -- --
Gain on sale of investment
property, net . . . . . . . 1,611,977 -- -- -- 5,655,876
------------ ------------ ----------- ----------- -----------
Net operating earnings
(loss) before extra-
ordinary item . . . . . . . 5,928,741 (1,635,175) (2,235,341) (6,037,978) (9,627,877)
Extraordinary item
(net of venture
partners' share). . . . . . -- -- (2,300,838) -- --
------------ ------------ ----------- ----------- -----------

Net earnings (loss). . . . . $ 5,928,741 (1,635,175) (4,536,179) (6,037,978) (9,627,877)
============ ============ =========== =========== ===========

1996 1995 1994 1993 1992
------------- ------------- ----------- ------------ ------------
Net earnings (loss)
per Interest (b):
Net operating
earnings (loss) . . . . . $ 14.70 (9.15) (12.41) (31.79) (80.48)
Partnership's share of
gain on sale of
investment properties
of unconsolidated
venture. . . . . . . . . 7.37 -- -- -- --
Net gain on sale of
investment property. . . 8.41 -- -- -- 29.52
Extraordinary item, net. . -- -- (11.65) -- --
------------ ------------ ----------- ----------- -----------

Net earnings (loss)
per Interest (b) . . . . $ 30.48 (9.15) (24.06) (31.79) (50.96)
============ ============ =========== =========== ===========

Total assets . . . . . . . . $138,673,945 178,508,742 189,322,387 195,051,570 201,746,282
Long-term debt . . . . . . . $ 63,630,727 88,670,160 64,470,886 87,612,869 69,869,294
Cash distributions
per Interest (c) . . . . . $ 79.50 15.00 10.00 12.50 50.00
============ ============ =========== =========== ===========

<FN>

- -------------

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

(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end of
each period (189,684).

(c) Cash distributions from the Partnership are generally not equal to Partnership's income (loss) for
financial reporting or Federal income tax purposes. Each Partner's taxable income (or loss) from the Partnership
in each year is equal to his allocable share of the taxable income (loss) of the Partnership, without regard to
the cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners
since the inception of the Partnership have not resulted in taxable income to such Limited Partners and have
therefore represented a return of capital.
</TABLE>

<TABLE>

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

Property
- --------

Topanga Plaza
Shopping Center a) The gross leasable area ("GLA") occupancy rate and average base rent per square foot as
of December 31 for each of the last five years were as follows:

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

1992. . . . . . . 87% $25.11
1993. . . . . . . 94% 21.13
1994. . . . . . . 95% 24.84
1995. . . . . . . 98% 24.93
1996. . . . . . . 98% 28.03
<FN>
(1) Average base rent per square foot is based on GLA occupied as of December 31
of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>

None - no single tenant
represents more than 10%
of the total gross leasable
area at the property.

</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of
leases for the next ten years at the Topanga Plaza Shopping Center:

Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 1 1,550 $ 45,000 0.5%
1998 6 17,106 394,024 4.0%
1999 8 15,822 385,950 3.9%
2000 9 16,107 450,636 4.6%
2001 8 8,663 422,632 4.3%
2002 14 22,513 796,807 8.1%
2003 13 36,495 787,766 8.0%
2004 15 36,181 992,656 10.0%
2005 22 63,067 1,828,898 18.5%
2006 27 86,397 2,179,446 22.0%
<FN>
(1) Excludes leases that expire in 1997 for which renewal leases or leases with
replacement tenants have been executed as of February 28, 1997.
</TABLE>

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

LIQUIDITY AND CAPITAL RESOURCES

As a result of the public offering as described in Item 1, the
Partnership had approximately $171,306,000, after deducting selling
expenses and other offering costs, with which to make investments in
income-producing commercial real property, to pay legal fees and other
costs (including acquisition fees) related to such investments and for
working capital reserves. A portion of such proceeds was utilized to
acquire the properties described in Item 1 above.

Beginning in the second quarter of 1996 and through the first quarter
of 1997 some of the Limited Partners in the Partnership received from
unaffiliated third parties unsolicited tender offers to purchase up to 4.9%
of the Interests in the Partnership at between $150 and $210 per Interest.
The Partnership recommended against acceptance of these offers on the basis
that, among other things, the offer prices were inadequate. Two such
offers that have not as yet expired are currently scheduled to do so in
April 1997. As of the date of this report, the Partnership is aware that
2,619 Interests have been purchased by such unaffiliated third parties
either pursuant to such tender offers or through negotiated purchases. It
is possible that other offers for Interests may be made by unaffiliated
third parties in the future, although there is no assurance that any other
third party will commence an offer for Interests, the terms of any such
offer or whether any such offer, if made, will be consummated, amended or
withdrawn. The board of directors of JMB Realty Corporation ("JMB") the
managing general partner of the Partnership, has established a special
committee (the "Special Committee") consisting of certain directors of JMB
to deal with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.

At December 31, 1996, the Partnership had cash and cash equivalents of
approximately $22,822,000, of which approximately $17,906,000 is held by
the Partnership. The remaining $4,916,000 is held by the Partnership's
consolidated joint ventures, of which approximately $3,004,000 represents
the Partnership's share of undistributed cash flow from operations. These
funds are available for distributions to partners, tenant and capital
improvements, leasing commissions, and other expenditures including a
possible reduction of the letter of credit enhancing the $6,400,000 loan at
the Plaza Hermosa Shopping Center as such letter of credit will require
renegotiation or reissuance upon its expiration in December 1997 (although
an agreement in principle has been reached with the letter of credit holder
to extend the letter of credit to December 1999). The Partnership and its
consolidated ventures have currently budgeted in 1997 approximately
$2,649,000 for tenant improvements and other capital expenditures. The
Partnership's share of such items and its share of similar items for its
unconsolidated ventures in 1997 is currently budgeted to be approximately
$3,230,000. Actual amounts expended in 1997 may vary depending on a number
of factors including actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year. Additionally, as more fully described in the Notes,
distributions 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 and also to the Partnership's
disclosure of certain property lease expirations in Item 6 above. The
Partnership's and its ventures' mortgage obligations are separate non-
recourse loans secured individually by the investment properties and are

not obligations of the entire investment portfolio. The Partnership and
its ventures are not personally liable for the payment of the mortgage
indebtedness.

Commencing in 1996, the Partnership changed from a quarterly
distribution of cash flow from operations to a semi-annual distribution in
May and November of each year. In February 1996, the Partnership paid an
operating distribution of $476,581 ($2.50 per Interest) for the fourth
quarter of 1995 to the Limited Partners. In May 1996, the Partnership paid
an operating distribution of $953,162 ($5 per Interest) for the first and
second quarters of 1996 to the Limited Partners. In May 1996, the
Partnership distributed $2,859,486 ($15 per Interest) to the Limited
Partners of proceeds related to the sale of the 190 San Fernando Building
and one of the parking structures at the Park Center Financial Plaza
investment property. In November 1996, the Partnership paid a distribution
of $10,866,047 ($57 per Interest) to the Limited Partners consisting of
$8,006,561 ($42 per Interest) of proceeds related to the sale of the First
Financial office building, a special operating distribution of $1,906,324
($10 per Interest) and $953,162 ($5 per Interest) representing cash flow
from operations for the third and fourth quarters of 1996.

40 BROAD STREET

Occupancy of this property decreased to 74% at the end of the year,
down from 81% at the end of the third quarter primarily due to the lease
expiration and move-out of Katten Muchin & Zavis (17,655 square feet or
approximately 7% of the building's leasable square footage) and lease
termination and move-out of Churchill Capital (7,664 square feet or
approximately 3% of the building's leasable square footage). Churchill's
original lease expiration date was in March 2004. As a result of certain
non-monetary defaults which it failed to cure, the joint venture determined
that it was in the best interest of the property to terminate Churchill's
lease early. These move-outs were offset by the move-in of two smaller
tenants occupying approximately 8,400 square feet or approximately 3% of
the building's leasable square footage. The manager has signed leases with
three tenants which will occupy approximately 32,000 square feet of space
or approximately 12% of the building's leasable square footage in the first
half of 1997. As evidenced by this recent leasing, leasing activity in the
market has improved significantly over the last year. This is primarily
due to very low effective rental rates offered, no new office developments,
and improvements in the Lower Manhattan working environment resulting from
the Lower Manhattan Revitalization Plan by which the city has created tax
and zoning incentives to attract businesses to invest or locate in the
market area. Nevertheless, the Financial East office market (competitive
market for 40 Broad) remains depressed, with approximately a 29% vacancy
factor. This vacancy factor is down, however, from a high of approximately
37% at the end of 1991. Effective rental rates achieved on recent leasing
have also improved over the last year. The market, however, has only begun
to recover the significant decreases in net effective rental rates and
therefore, values experienced in the late 1980's to early 1990's. The
property produced a nominal amount of cash flow for the Partnership in
1996.

SAN JOSE

During August 1994, JMB/San Jose Associates ("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 laws governing eminent domain. During 1995, the
Agency filed a condemnation action in court to proceed to obtain the garage
pursuant to such laws. 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. Reference is made to the Notes for a
description of such sale.

During March 1996, San Jose sold the 190 San Fernando Building and a
parking garage structure to an independent third party. The sale price of
the building was $1,753,000 (before selling costs), paid in cash at
closing. Reference is made to the Notes for a description of such sale.
The aggregate net sale proceeds to San Jose from both sales was
approximately $5,800,000 after selling costs and prorations, of which the
Partnership's share was approximately $2,900,000.

Due to the proposed sales, the San Jose venture had classified the
parking garage structures and the 190 San Fernando Building as held for
sale or disposition as of January 1, 1996. The remaining assets have been
classified as held for sale as of December 31, 1996, and will, therefore,
not be subject to continued depreciation beyond such date.

The San Jose market has seen considerable improvement during the last
year, especially in class "A" office space. As this sector of the office
market continues to tighten, the increased demand for office space has
moved to class "B" space as well. The office complex contains both class
"A" and class "B" space. Tenants occupying approximately 30,000 square
feet (approximately 7% of the buildings) of the Park Center Financial Plaza
investment property have leases that expire in 1997, 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 may result in a
decrease in cash flow from operations over the near term.

As previously reported, in 1996 San Jose completed a voluntary seismic
upgrade to the 130 Park Center Financial Plaza building and the parking
garage below the 100-130 buildings. The cost of the structural upgrade was
approximately $860,000 (of which the Partnership's share was approximately
$430,000).

TOPANGA PLAZA SHOPPING CENTER

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 the 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. However, the approximate 360,000 square feet of mall shops owned
by the Topanga Partnership did not suffer major structural damage.
Reference is made to the Notes for a further description of the financial
impact of this event.

Occupancy at the Topanga Plaza Shopping Center at December 31, 1996
was approximately 98%. The Topanga venture has committed to a plan to sell
the property and therefore has classified the property as held for sale as
of December 31, 1996. The property will no longer be subject to continuing
depreciation beyond such date.

PLAZA HERMOSA SHOPPING CENTER

Occupancy at the Plaza Hermosa Shopping Center at December 31, 1996
was approximately 91%. However, included in the occupancy percentage is a
tenant, currently in bankruptcy, 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. The Partnership is currently in negotiations with the tenant
to renew its lease on a long-term 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 may
result in a decrease in cash flow from operations over the near term. The
property was classified as held for sale or disposition as of December 1,
1996 and therefore was not subject to continued depreciation. During
December 1996, the Partnership had entered into a non-binding letter of
intent with an unaffiliated third party to sell the property. The buyer
elected not to continue with the transaction under the agreed upon terms.

FIRST FINANCIAL

On September 11, 1996, the joint venture sold the First Financial
office building for $37,900,000 (before selling costs). Reference is made
to the Notes for a further description of such sale.

GENERAL

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.

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. In an effort to reduce partnership operating expenses, the
Partnership elected to make semi-annual rather than quarterly distributions
of available operating cash flow commencing with the 1996 distributions.
By conserving working capital, the Partnership will be in a better position
to meet the future needs of its properties since the availability of
satisfactory outside sources of capital may be limited given the
portfolio's current debt levels. Due to these factors, the Partnership has
held its remaining investment properties longer than originally anticipated
in an effort to maximize the return to the Limited Partners. However,
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. In such regard, certain of the Partnership's
investment properties have been classified as held for sale as discussed
above. 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

Significant variances between periods reflected in the accompanying
consolidated financial statements are primarily the result of the sale of
the First Financial Plaza office building in September 1996.

The increase in cash and cash equivalents at December 31, 1996 as
compared to December 31, 1995 is primarily due to the receipt of
approximately $15,952,000 in distributions from the Partnership's
consolidated ventures and unconsolidated San Jose venture, substantially
offset by the payment in 1996 of approximately $15,155,000 of distributions
to the Holders of Interests. Additionally, the increase in 1996 is due to
the prepayment of rental income by tenants of approximately $520,000 at the
Topanga Plaza investment property.

The increase in escrow deposits at December 31, 1996 as compared to
December 31, 1995 is primarily due to escrowing approximately $120,000 of
additional funds pursuant to the terms of the letter of credit refinancing
in December 1994 at the Plaza Hermosa investment property.

The decrease in investment in unconsolidated ventures, at equity, at
December 31, 1996 as compared to December 31, 1995 is due to the receipt of
approximately $3,600,000 in distributions from the Partnership's
unconsolidated venture, partially offset by approximately $2,000,000
representing the Partnership's share of income from such unconsolidated
venture.

The increase in unearned rents at December 31, 1996 as compared to
December 31, 1995 is primarily due to the prepayment of approximately
$520,000 of rental income by tenants in 1996 at the Topanga Plaza
investment property.

The decrease in rental income for the year ended December 31, 1996 as
compared to the year ended December 31, 1995 is substantially due to the
sale of the First Financial Plaza office building in September 1996. The
decrease in rental income for the year ended December 31, 1996 as compared
to the year ended December 31, 1995 and the increase for the year ended
December 31, 1995 as compared to December 31, 1994 is also partially due to
the receipt of insurance proceeds of approximately $3,200,000, in the third
quarter of 1995, relating to business interruption at the Topanga Plaza
Shopping Center following the earthquake in early 1994. Furthermore, the
decrease in rental income for the year ended December 31, 1996 as compared
to the year ended December 31, 1995 is partially offset by the receipt of
proceeds totaling approximately $513,000, in the second quarter of 1996,
from Robinson-May and Montgomery Ward, relating to their pro rata share of
expenses and costs for repairs and restorations at the Topanga Plaza
Shopping Center following the earthquake in early 1994.

The increase in interest income for the year ended December 31, 1995
as compared to the year ended December 31, 1994 is primarily due to higher
effective yields earned on U.S. Government obligations in 1995.

The decrease in mortgage and other interest for the year ended
December 31, 1996 as compared to the years ended December 31, 1995 and 1994
is primarily due to the sale of the First Financial Plaza office building
in September 1996 and the $4,000,000 loan paydown at the First Financial
Plaza in 1995.

The decrease in depreciation expense for the years ended December 31,
1996 as compared to the year ended December 31, 1995 and 1994 is primarily
due to the First Financial Plaza being classified as held for sale as of
April 1, 1996, thus no longer subject to depreciation, and the provision
for value impairment recorded at the Plaza Hermosa investment property at
September 30, 1995.

The decrease in property operating expenses for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 is
primarily due to the sale of the First Financial Plaza office building in
September 1996. The decrease in property operating expenses for the year
ended December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to a decrease in provision for doubtful accounts of
approximately $238,000 as a result of the resolution of tenant rent
disputes in 1994 associated with the earthquake damage in addition to the
decrease in various operating expenses in 1995 as compared to 1994 due to
the earthquake at the Topanga Plaza Shopping Center and a real estate tax
refund of approximately $128,000 received in 1995 at the Plaza Hermosa
investment property.

The increase in amortization of deferred expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to the capitalization of certain expenses including
refinancing costs at the First Financial Plaza and the Plaza Hermosa
investment properties.

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

The provision for value impairment for the year ended December 31,
1995 is due to the Partnership recording a provision for value impairment
of $5,500,000 at the Plaza Hermosa investment property at September 30,
1995. The provision for value impairment for the year ended December 31,
1994 is due to the Partnership recording a provision for value impairment
of $6,475,138 at the First Financial Plaza.

The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1996 as compared to the year ended
December 31, 1995 is primarily due to the sale of the 190 San Fernando
building and one of the parking structures at the San Jose investment
property in 1996, partially offset by the write-off of receivables in 1995
related to a certain tenant at the San Jose investment property. The
increase in Partnership's share of operations of unconsolidated ventures
for the year ended December 31, 1995 as compared to the year ended December
31, 1994 is primarily due to a provision for value impairment recorded at
the San Jose investment property at September 30, 1994 of which the
Partnership's share was approximately $472,000.

The decrease in venture partners' share of consolidated ventures'
operations before extraordinary item for the year ended December 31, 1996
as compared to the year ended December 31, 1995 is primarily due to the
sale of the First Financial Plaza office building in September 1996. The
decrease in venture partners' share of consolidated ventures' operations
before extraordinary item for the year ended December 31, 1995 as compared
to the year ended December 31, 1994 is primarily due to the value
impairment recorded at the First Financial Plaza office building in the
year ended 1994. In addition, the Topanga Plaza venture received insurance
proceeds of approximately $3,200,000 in 1995 relating to business
interruption at the Topanga Plaza Shopping Center partially offset by the
receipt of insurance proceeds in 1994 related to space taken back by
Robinson-May.

The Partnership's share of gain on sale of investment properties of
unconsolidated venture of $1,412,610 in 1996 relates to the sale of the 190
San Fernando building and one of the parking structures at the San Jose
investment property.

The gain on sale of investment property of $1,611,977 in 1996 is due
to the gain on the sale of the First Financial Plaza investment property in
September 1996.

The extraordinary item for the year ended December 31, 1994 is due to
the earthquake damage at the Topanga Plaza and the First Financial Plaza
investment properties.

INFLATION

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

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended December 31, 1996,
1995 and 1994

Consolidated Statements of Partners' Capital Accounts, years ended
December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31, 1996,
1995 and 1994

Notes to Consolidated Financial Statements

Schedule
--------

Consolidated Real Estate and Accumulated Depreciation III

Schedules not filed:

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

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - XII:

We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - XII (a limited partnership) and consolidated ventures as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.

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

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

KPMG PEAT MARWICK LLP

Chicago, Illinois
March 25, 1997

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

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1996 AND 1995

ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . $ 22,821,808 21,456,552
Rents and other receivables, net of allowance for
doubtful accounts of $255,866 in 1996 and
$784,652 in 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,650,108 2,542,548
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282,111 260,164
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,053,916 900,561
------------ -----------

Total current assets . . . . . . . . . . . . . . . . . . . . . . 25,807,943 25,159,825
------------ -----------

Investment properties, at cost - Schedule III:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,765,194 20,494,992
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . 22,602,302 168,635,413
------------ -----------

24,367,496 189,130,405
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . 14,873,703 52,390,756
------------ -----------

Total properties held for investment,
net of accumulated depreciation. . . . . . . . . . . . . . . . 9,493,793 136,739,649

Properties held for sale or disposition. . . . . . . . . . . . . . . . . 90,811,933 --
------------ -----------

Total investment properties. . . . . . . . . . . . . . . . . . . 100,305,726 136,739,649

Investment in unconsolidated ventures, at equity . . . . . . . . . . . . . 4,848,158 6,412,066
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,491,467 7,639,146
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . 1,220,651 2,558,056
------------ -----------

$138,673,945 178,508,742
============ ===========

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

CONSOLIDATED BALANCE SHEETS - CONTINUED

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

1996 1995
------------ -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . $ 458,557 746,306
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,601,488 2,038,017
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503,951 510,622
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 595,723 23,320
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 3,159,719 3,318,265

Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . 200,990 492,214
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . 63,630,727 88,670,160
------------ -----------
Commitments and contingencies

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 66,991,436 92,480,639

Venture partners' subordinated equity in ventures. . . . . . . . . . . . . 16,922,369 22,041,429
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . 11,123 11,123
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . 915,607 769,195
------------ -----------
926,730 780,318
------------ -----------
Limited partners (189,684 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . 171,306,452 171,306,452
Cumulative net loss. . . . . . . . . . . . . . . . . . . . . . . . . (24,300,420) (30,082,749)
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . (93,172,622) (78,017,347)
------------ -----------
53,833,410 63,206,356
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . . . . 54,760,140 63,986,674
------------ -----------
$138,673,945 178,508,742
============ ===========

<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

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . $28,415,164 32,608,714 30,166,883
Interest income. . . . . . . . . . . . . . . . . . . . 1,224,129 1,331,792 985,333
----------- ----------- -----------
29,639,293 33,940,506 31,152,216
----------- ----------- -----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . 7,665,413 8,991,027 9,075,692
Depreciation . . . . . . . . . . . . . . . . . . . . . 4,625,655 5,598,646 5,640,425
Property operating expenses. . . . . . . . . . . . . . 12,174,612 12,602,194 13,695,140
Professional services. . . . . . . . . . . . . . . . . 307,504 333,970 244,951
Amortization of deferred expenses. . . . . . . . . . . 1,205,175 1,263,041 1,117,672
General and administrative . . . . . . . . . . . . . . 357,395 427,735 280,016
Provisions for value impairment. . . . . . . . . . . . -- 5,500,000 6,475,138
----------- ----------- -----------
26,335,754 34,716,613 36,529,034
----------- ----------- -----------
Operating earnings (loss). . . . . . . . . . . 3,303,539 (776,107) (5,376,818)

Partnership's share of earnings (loss) from
operations of unconsolidated ventures. . . . . . . . . 611,483 709,164 441,700
Venture partners' share of consolidated ventures'
operations before extraordinary item . . . . . . . . . (1,010,868) (1,568,232) 2,699,777
----------- ----------- -----------
Net operating earnings (loss). . . . . . . . . 2,904,154 (1,635,175) (2,235,341)

Partnership's share of gain on sale of investment
properties of unconsolidated venture . . . . . . . . . 1,412,610 -- --
Gain on sale of investment property, net of
venture partner's share of $1,270,596. . . . . . . . . 1,611,977 -- --
----------- ----------- -----------
Net operating earnings (loss)
before extraordinary item. . . . . . . . . . 5,928,741 (1,635,175) (2,235,341)

Extraordinary item (net of venture partners'
share of $1,588,537) . . . . . . . . . . . . . . . . . -- -- (2,300,838)
----------- ----------- -----------
Net earnings (loss). . . . . . . . . . . . . . $ 5,928,741 (1,635,175) (4,536,179)
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

1996 1995 1994
------------ ------------ ------------
Net earnings (loss) per limited partnership
interest:
Net operating earnings (loss) . . . . . . . . . . . . $ 14.70 (9.15) (12.41)
Partnership's share of gain on sale of
investment properties of unconsolidated
venture . . . . . . . . . . . . . . . . . . . . . . 7.37 -- --
Net gain on sale of investment property . . . . . . . 8.41 -- --
Extraordinary item, net . . . . . . . . . . . . . . . -- -- (11.65)
----------- ----------- -----------
Net earnings (loss) per limited
partnership interest . . . . . . . . . . . . $ 30.48 (9.15) (24.06)
=========== =========== ===========

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

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (189,684 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Balance at
December 31,
1993. . . . . $11,123 642,630 -- 653,753 171,306,452 (23,784,830) (73,251,535) 74,270,087
Cash distri-
butions
($10 per
limited
partnership
interest) . . -- -- -- -- -- -- (1,906,325) (1,906,325)
Net earnings
(loss). . . . -- 26,972 -- 26,972 -- (4,563,151) -- (4,563,151)
------- ------- ------- ------- ----------- ----------- ----------- ----------
Balance at
December 31,
1994. . . . . 11,123 669,602 -- 680,725 171,306,452 (28,347,981) (75,157,860) 67,800,611

Cash distri-
butions
($15 per
limited
partnership
interest) . . -- -- -- -- -- -- (2,859,487) (2,859,487)
Net earnings
(loss). . . . -- 99,593 -- 99,593 -- (1,734,768) -- (1,734,768)
------- ------- ------- ------- ----------- ----------- ----------- ----------

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS - CONTINUED

GENERAL PARTNERS LIMITED PARTNERS (189,684 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
Balance at
December 31,
1995. . . . . 11,123 769,195 -- 780,318 171,306,452 (30,082,749) (78,017,347) 63,206,356

Cash distri-
butions
($79.50 per
limited
partnership
interest) . . -- -- -- -- -- -- (15,155,275)(15,155,275)
Net earnings
(loss). . . . -- 146,412 -- 146,412 -- 5,782,329 -- 5,782,329
------- ------- ------- ------- ----------- ----------- ----------- ----------
Balance at
December 31,
1996. . . . . $11,123 915,607 -- 926,730 171,306,452 (24,300,420) (93,172,622) 53,833,410
======= ======= ======= ======= =========== =========== =========== ==========

<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

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . $ 5,928,741 (1,635,175) (4,536,179)
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . 4,625,655 5,598,646 5,640,425
Amortization of deferred expenses. . . . . . . . . . 1,205,175 1,263,041 1,117,672
Partnership's share of operations of
unconsolidated venture . . . . . . . . . . . . . . (611,483) (709,164) (441,700)
Partnership's share of gain on sale of
investment properties of unconsolidated
venture. . . . . . . . . . . . . . . . . . . . . . (1,412,610) -- --
Venture partners' share of
ventures' operations, gain on sale and
extraordinary item . . . . . . . . . . . . . . . . 2,281,464 1,568,232 (4,288,314)
Total gain on sale of investment property. . . . . . (2,882,574) -- --
Provision for value impairment . . . . . . . . . . . -- 5,500,000 6,475,138
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. . . . . . . . . . . . . 794,648 (380,342) (836,355)
Prepaid expenses . . . . . . . . . . . . . . . . . . (21,947) (33,566) 41,120
Escrow deposits. . . . . . . . . . . . . . . . . . . (153,355) (192,229) 685,195
Casualty insurance receivable. . . . . . . . . . . . -- 853,000 (853,000)
Accrued rents receivable . . . . . . . . . . . . . . 585,975 (151,292) (757,729)
Accounts payable . . . . . . . . . . . . . . . . . . (436,529) (1,802,619) (318,280)
Accrued interest . . . . . . . . . . . . . . . . . . (6,671) 488,126 22,496
Unearned rents . . . . . . . . . . . . . . . . . . . 572,414 (41,486) 47,003
Tenant security deposits . . . . . . . . . . . . . . (291,224) (17,279) 99,261
----------- ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . 10,177,679 10,307,893 7,160,253
----------- ----------- -----------

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1996 1995 1994
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments. . . . . . . . . . . . . . -- 14,176,812 7,789,504
Cash proceeds on sale of investment property . . . . . 12,985,931 -- --
Additions to investment properties,
net of related payables and, in 1994,
net of insurance recoveries of $6,647,000. . . . . . (1,583,556) (1,658,644) (2,908,722)
Partnership's distributions from
unconsolidated ventures. . . . . . . . . . . . . . . 3,588,000 1,250,000 --
Partnership's contributions to
unconsolidated ventures. . . . . . . . . . . . . . . -- (1,233,437) (1,557,469)
Payment of deferred expenses . . . . . . . . . . . . . (624,372) (577,311) (1,480,284)
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . . . . . 14,366,003 11,957,420 1,843,029
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . (622,627) (4,593,543) (575,431)
Advances from venture partners . . . . . . . . . . . . -- (435,000) (300,000)
Venture partners' contributions to venture . . . . . . 161,356 1,580,310 604,973
Distributions to venture partners. . . . . . . . . . . (7,561,880) (2,723,400) (75,000)
Distributions to limited partners. . . . . . . . . . . (15,155,275) (2,859,487) (1,906,325)
----------- ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . (23,178,426) (9,031,120) (2,251,783)
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . . . . . 1,365,256 13,234,193 6,751,499
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . . 21,456,552 8,222,359 1,470,860
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . . $22,821,808 21,456,552 8,222,359
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . $ 7,672,084 8,502,901 9,053,196
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

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

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 and First Financial Plaza. . . . . . $ -- -- 3,889,375
=========== =========== ===========

Total sales proceeds from sale of investment
property, net of selling expenses . . . . . . . . $37,690,486 -- --
Principal balance due on mortgage payable . . . . . (24,704,555) -- --
----------- ----------- -----------
Cash proceeds from sale of investment
property, net of selling expenses. . . . . . $12,985,931 -- --
=========== =========== ===========

<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

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

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

The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned ventures, Topanga Plaza
Partnership ("Topanga"), JMB-40 Broad Street Associates ("Broad Street"),
JMB First Financial Associates ("First Financial", prior to its sale in
September 1996) and First Financial's venture (prior to its sale in
September 1996), JMB Encino Partnership, ("Encino"). The effect of all
transactions between the Partnership and its consolidated ventures have
been eliminated. 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 statements 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 reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the ventures as described
above. Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership. The net effect of these items for the years
ended December 31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
1996 1995
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . . $138,673,945 103,781,808 178,508,742 119,118,630
Partners' capital accounts
(deficits):
General partners . . . . . . . . . 926,730 (1,184,427) 780,318 (1,143,498)
Limited partners . . . . . . . . . 53,833,410 98,323,758 63,206,356 113,755,473
Net earnings (loss):
General partners . . . . . . . . . 146,412 (40,931) 99,593 (70,410)
Limited partners . . . . . . . . . 5,782,329 (276,439) (1,734,768) (1,689,836)
Net earnings (loss)
per limited partnership
interest . . . . . . . . . . . . . . 30.48 (1.46) (9.15) (8.91)
=========== =========== =========== ===========
</TABLE>

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

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

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from its unconsolidated ventures are considered
cash flow from operating activities to the extent of the Partnership's
cumulative share of net earnings. In addition, the Partnership records
amounts held in U.S. Government obligations at cost, which approximates
market. For the purposes of these financial statements, the Partnership's
policy is to consider all such amounts held with original maturities of
three months or less ($21,768,622 and $18,402,684 at December 31, 1996 and
1995, respectively) as cash equivalents, which includes investments in an
institutional mutual fund which holds U.S. Government obligations, with any
remaining amounts (generally with original maturities of one year or less)
reflected as short-term investments being held to maturity.

Deferred expenses consist primarily of commitment fees and loan
related costs which are amortized over the term of the related mortgage
loans, and lease commissions which are amortized over the term of the
related leases, using the straight-line method.

Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or increases in the
minimum lease payments over the term of the lease, rental income is accrued
for the full period of occupancy on a straight-line basis.

Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments" (as amended),
requires certain large entities to disclose the SFAS 107 value of all
financial assets and liabilities for which it is practicable to estimate.
Value is defined in the Statement as the amount at which the instrument
could be exchanged in a current transaction between willing parties, other
than in a forced or liquidation sale. The Partnership believes the
carrying amount of its financial instruments classified as current assets
and liabilities (excluding current portion of long-term debt) approximates
SFAS 107 value due to the relatively short maturity of these instruments.
There is no quoted market value available for any of the Partnership's
other instruments. The debt, with a carrying balance of $64,089,284, has
been calculated to have an SFAS 107 value of $68,379,542 by discounting the
scheduled loan payments to maturity. Due to restrictions on
transferability and prepayment and the inability to obtain comparable
financing due to current levels of debt, previously modified debt terms or
other property specific competitive conditions, the Partnership would be
unable to refinance these properties to obtain such calculated debt amounts
reported. The Partnership has no other significant financial instruments.

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

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 the Mid Rivers Mall in St.
Louis, Missouri in January 1992. In March 1996, the San Jose venture sold
its interest in the 190 San Fernando Building and one of the parking
structures at the Park Center Financial Plaza investment property. The
Partnership sold its interest in the First Financial Plaza office building
in September 1996. All of the remaining properties were in operation at
December 31, 1996. The cost of the investment properties represents the
total cost to the Partnership or its consolidated ventures plus
miscellaneous acquisition costs.

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

YEARS
-----
Building and improvements -- straight-line. . . 30
Personal property -- straight-line. . . . . . . 5
==

Maintenance and repairs are generally charged to operations as
incurred. Significant betterments and improvements are capitalized and
depreciated over their estimated useful lives.

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

Under the prior impairment policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's net carrying value. The amount of any such impairment
loss recognized by the Partnership was limited to the excess, if any, of
the property's carrying value over the outstanding balance of the
property's non-recourse indebtedness.

The results of operations for consolidated properties classified as
held for sale or disposition as of December 31, 1996 or sold or disposed of
during the past three years were profits of $2,429,837 and losses of
$2,020,174 and $10,725,252, respectively, for the years ended December 31,
1996, 1995 and 1994. In addition, the accompanying consolidated financial
statements include $611,483, $709,164 and $441,700, respectively, of the
Partnership's share of total unconsolidated property operations of
$1,222,965, $1,418,328 and $883,401 of the properties owned by the San Jose
venture held for sale or disposition as of December 31, 1996 or sold or
disposed of in the past three years.

Certain investment properties are pledged as security for the long-
term debt, for which there is no recourse to the Partnership.

INVESTMENT PROPERTIES

PLAZA HERMOSA SHOPPING CENTER

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. In December 1994,
upon expiration of the letter of credit, the Partnership obtained a long-
term replacement letter of credit with a new lender and simultaneously
retired the original bond financing and issued new bonds to the existing
bondholders in the aggregate amount of $6,400,000. The replacement letter
of credit is scheduled to expire in December 1997. However, in December
1996, the lender agreed in principle to extend the letter of credit for a
two year period.

As a result of reduced projected cash flows, the upcoming maturity of
the letter of credit facility in 1999 as discussed below and the expected
holding period of the property, there is uncertainty as to the
Partnership's ability to recover the net carrying value of the Plaza
Hermosa investment property through future operations or sale over its
revised expected holding period. Therefore, the Partnership made a
provision for value impairment at September 30, 1995 of $5,500,000 to
reflect the then estimated fair value of the property based upon an
analysis of discounted estimated future cash flows over the projected
holding period.

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.

As the Partnership has committed to a plan to sell the property, the
property has been classified as held for sale as of December 31, 1996 and
therefore will not be subject to continued depreciation.

VENTURE AGREEMENTS - GENERAL

The Partnership at December 31, 1996 is a party to three operating
venture agreements and has made capital contributions to the respective
ventures as discussed below. Under certain circumstances, either pursuant
to the venture agreements or due to the Partnership's obligations as a
general partner, the Partnership may be required to make additional cash
contributions to the ventures.

SAN JOSE

The Partnership 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.

In September 1986, San Jose obtained a mortgage loan in the amount of
$25,000,000 secured by the 150 Almaden and 185 Park Avenue buildings and
certain parking areas. Due to the scheduled maturity of the loan, San
Jose, during the fourth quarter of 1994, finalized a loan extension and
modification with the mortgage lender. The refinancing resulted in the
1994 partial paydown of the outstanding principal balance in the amount of
$2,500,000.

After reviewing and analyzing San Jose's potential options with regard
to its investment in the 100-130 Park Center Plaza portion of the complex,
San Jose determined that it was in the best interest of the venture to
repay the mortgage obligations secured by this portion of the complex and
did so in October 1995. The outstanding principal balances, at the time of
repayment, were $2,418,722 of which the Partnership's share was $1,209,361.

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.

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 was deemed by
the Agency to be just compensation in compliance with applicable laws
concerning eminent domain. During 1995, the Agency filed a condemnation
action in court to proceed to obtain the garage pursuant to such laws. 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 nearby city-owned parking structure for a term of
fifty-five years in addition to the aforementioned purchase price of
$4,090,000. San Jose recognized a gain of approximately $2,036,000 and
$1,857,000, respectively, for financial reporting and Federal income tax
purposes in 1996, of which approximately $1,018,000 and $928,500,
respectively, was allocated to the Partnership.

In March 1996, San Jose sold the 190 San Fernando Building to an
independent third party. The sale price of the building was $1,753,000
(before selling costs), and was paid in cash at closing. San Jose
recognized a gain of approximately $789,000 and $21,000, respectively, for
financial reporting and Federal income tax purposes in 1996, of which
approximately $394,500 and $10,500, respectively, was allocable to the
Partnership.

At September 30, 1994, San Jose 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
were recorded to reduce the net carrying values of these buildings to the
then outstanding balances of the related non-recourse financing.

As San Jose had committed to a plan to sell the properties, the 190
San Fernando Building and the parking structures were classified as held
for sale or disposition as of January 1, 1996 and therefore were not
subject to continued depreciation. The San Jose venture has subsequently
committed to a plan to sell the balance of the complex, and has classified
the remaining assets as held for sale as of December 31, 1996 and these
assets will, therefore, no longer be subject to continued depreciation.

TOPANGA

In December 1985, the Partnership acquired a 58% interest in the
Topanga Plaza Shopping Center 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.

On January 17, 1994, an earthquake occurred in Los Angeles, California
with its epicenter in the town of Northridge, 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. However, 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 was responsible was approximately $11.9 million (which did
not include costs associated with the space taken back by Robinson-May as
discussed below). The majority of these costs were subject to recovery
under the joint venture's earthquake insurance policy. The deductible on
the earthquake casualty and business interruption coverages was
approximately $2.1 million which was funded by Topanga from operations in
1995 and/or offset by other insurance recoveries as discussed below. The
$11.9 million of total costs has been reimbursed through insurance
proceeds. Approximately $3.2 million of additional insurance proceeds were
collected as a final settlement during the third quarter of 1995. Such
amount represented recoveries under the joint venture's business
interruption policy and was reflected as rental income in the accompanying
consolidated financial statements.

All of the mall's 114 shops and the four major department stores
reopened within several months of the earthquake. Subsequent to the
earthquake, sales at the mall shops increased due to the greater extent of
damage at a nearby competing mall. However, in August 1995, the competing
mall was re-opened, which has had an adverse effect on Topanga's sales.
One department store at Topanga, 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 had been leased to the joint venture
in 1990, pursuant to the terms of its lease. Topanga has lost
approximately $150,000 in annual net income from subleases of the eight
tenants which had previously 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 take back of space by 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 costs 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. In the second quarter of 1996, Topanga received, in the aggregate,
approximately $513,000 from Robinson-May and Montgomery Ward, relating to
their prorata share of expenses and costs for repairs and restorations to
the Topanga Plaza Shopping Center following the earthquake.

The joint venture partner advanced funds to the joint venture for
expenses incurred for certain development costs related to a potential
future expansion of Topanga Plaza. The balance of these advances was
$435,000 at December 31, 1994. Although such an expansion of the Shopping
Center is still an option, such advances were repaid to the joint venture
partner in early 1995 from available cash at the venture.

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 currently expects to fund any remaining costs
from operations, as tenant leases expire, until the entire building
conforms to such requirements.

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

As previously reported, Sears had agreed to acquire the Broadway store
site at the Shopping Center. Broadway closed in February 1996 and Sears
completed its remodeling of the store and opened in October 1996.

The Topanga venture has committed to a plan to sell the property and
therefore has classified the property as held for sale as of December 31,
1996. The property will no longer be subject to continuing depreciation
beyond such date.

40 BROAD STREET

During December 1985, the Partnership acquired, through Broad Street,
a joint venture with JMB Income Properties, Ltd.-X, a partnership sponsored
by an affiliate of the Managing General Partner, a 68.56% interest in the
40 Broad Street office building in New York, New York. Broad Street's
purchase price for the building, which was paid in cash at closing, was
approximately $65,100,000 of which the Partnership provided approximately
$44,630,000.

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 property was managed by an affiliate of the General Partners of
the Partnership for a fee calculated as 2% 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.

FIRST FINANCIAL

On May 20, 1987, the Partnership, through First Financial, a joint
venture with JMB-XIII, acquired an interest in a general partnership
("Encino") with an affiliate of the developer ("Encino Venture Partner").
Encino owned an office building in Encino (Los Angeles), California. First
Financial made an initial investment in the aggregate amount of
approximately $49,812,000 to Encino.

In November 1987, First Financial caused Encino to obtain a third
party first mortgage loan in the amount of $30,000,000. The proceeds of
such loan were distributed to First Financial to reduce its contribution
and to the Encino Venture Partner who subsequently repaid a $15,500,000
loan from First Financial. Thus, the total cash investment of First
Financial for its interest in the office building, after consideration of
the funding of the $30,000,000 permanent financing, was approximately
$20,000,000, of which the Partnership's share was approximately
$12,500,000.

The first mortgage loan on the property matured November 1, 1995.
Effective November 1, 1995, Encino and the existing lender amended and
restated the existing mortgage loan. The new principal balance of the
amended note at November 1, 1995 was $24,970,148. This amount was
comprised of the then outstanding principal portion of $28,970,148 on the
original $30,000,000 note less a required $4,000,000 principal paydown by
Encino, all of which was advanced by First Financial at closing of which
the Partnership's share of such paydown was $2,500,000. The amended loan
had an interest rate of 8.67% and a term of two years resulting in a
maturity date of November 1, 1997.

In order to finalize the loan extension described above, the
Partnership and its affiliated partner advanced approximately $4.0 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
indicated that it did not intend to fund its required share. The
Partnership and its affiliated partner reached an agreement with the
unaffiliated partner to modify the joint venture agreement. In April 1996,
the unaffiliated partner became a limited partner as a result of this
modification.

Due to the uncertainty of Encino's ability to recover the net carrying
value of the First Financial office building investment property through
future operations and sale during the estimated holding period, Encino
recorded, as a matter of prudent accounting practice, a provision for value
impairment of such investment of approximately $6,475,000, all of which was
allocated to First Financial. The Partnership's share of such provision to
First Financial was approximately $4,047,000. Such provision was recorded
at December 31, 1994 to reduce the net carrying value of the investment
property to its then estimated fair value based upon an analysis of
discounted estimated future cash flows over the projected holding period.

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 retained a structural engineer to
perform the testing. Results of the testing by the structural engineer
indicated that some of the building's joint weldings suffered damage which,
in accordance with the ordinance, were required to be repaired. Encino's
structural engineer informed Encino that the damage detected did not pose a
life safety risk for the building's tenants. All testing and repairs
necessary to comply with such ordinance were completed as of October 1995.
The total cost of such testing and repairs was approximately $826,000 (of
which the Partnership's share was approximately $516,250).

The First Financial office building was classified as held for sale as
of April 1, 1996 and therefore was not subject to continued depreciation
since that time.

On September 11, 1996, the joint venture sold the First Financial
office building to an unaffiliated third-party for a sale price of
$37,900,000 (before selling expenses and prorations). The joint venture
received approximately $13,000,000 of net sale proceeds at closing (which
reflected the assumption by the buyer of the mortgage loan with a current
balance of approximately $24,700,000 and closing costs), substantially all
of which were allocable to JMB/First Financial pursuant to the Encino
venture agreement. The sale resulted in approximately $2,880,000 and
$18,800,000 of gain for financial reporting purposes and Federal income tax
purposes in 1996, respectively, of which approximately $1,612,000 and
$2,000 of gain was allocated to the Partnership, respectively. The
Partnership made a cash distribution of $42 per Interest from the sales
proceeds in November 1996.

The Encino partnership agreement generally provided that First
Financial was entitled to receive (after any participating amounts due to
Pepperdine University pursuant to its tenant lease) from cash flow from
operations (as defined) an annual cumulative preferred return equal to
9.05% through April 30, 1995 (and 8.9% thereafter) of its capital contri-
butions. Any remaining cash flow was to be split equally between First
Financial and the Encino Venture Partner. Pepperdine University, under its
tenant lease, was entitled to an amount based on 6.6% of the Venture
Partner's share of the office building's net operating profit and net sale
profit (as defined).

All of Encino's operating profits and losses before depreciation were
allocated to First Financial in 1994, 1995 and 1996.

The Encino partnership agreement also generally provided that net sale
proceeds and net refinancing proceeds (as defined), after any amounts due
to Pepperdine University pursuant to its tenant lease, were to be
distributed: first, to First Financial in an amount equal to the
deficiency, if any, in its cumulative preferred return as described above;
next, to First Financial in the amount of its capital contributions; next,
to the Encino Venture Partner in an amount equal to $600,000; any remaining
proceeds were to be split equally between First Financial and the Encino
Venture Partner.

The terms of the First Financial partnership agreement provided that
annual cash flow, net sale or refinancing proceeds, and tax items were to
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 was managed by an affiliate of the Encino Venture
Partner for a fee based upon a percentage of rental receipts (as defined)
of the property.

LONG-TERM DEBT

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

1996 1995
----------- -----------
10-1/8% mortgage note secured by
the Topanga Plaza shopping center
in Los Angeles, California; payable
in monthly installments of principal
and interest of $523,225 through
January 2002 when the remaining
balance is due and payable. . . . . $57,689,284 58,103,860

Floating rate bond financing
(certificates), secured by the
Plaza Hermosa Shopping Center
in Hermosa Beach, California;
the certificates bear interest
based on a floating rate
which is adjustable weekly
(as defined), with a maximum
interest rate of 13.5%, interest
only is payable monthly through
December 2023 when the entire
outstanding balance is due and
payable . . . . . . . . . . . . . . 6,400,000 6,400,000

1996 1995
----------- -----------
8.67% mortgage note, secured
by the First Financial Plaza
Office Building; principal and
interest payments of $209,077
were due monthly; retired in
September 1996 at sale. . . . . . . -- 24,912,606
----------- -----------
Total debt . . . . . . . . 64,089,284 89,416,466
Less current portion
of long-term debt. . . . 458,557 746,306
----------- -----------
Total long-term debt . . . $63,630,727 88,670,160
=========== ===========

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

1997 . . . . . . . . . . . $458,557
1998 . . . . . . . . . . . 507,202
1999 . . . . . . . . . . . 561,008
2000 . . . . . . . . . . . 620,521
2001 . . . . . . . . . . . 686,348
========

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 96% to the Limited
Partners and 4% to the General Partners. Profits from the sale or
refinancing of investment properties will be allocated to the General
Partners: (i) in an amount equal to the greater of 1% of such profits or
the amount of cash distributable to the General Partners from any such sale
or refinancing (as described below); and (ii) in order to reduce deficits,
if any, in the General Partners' capital accounts to a level consistent
with the gain anticipated to be realized from the sale of properties.
Losses from the sale or refinancing of investment properties will be
allocated 1% to the General Partners. The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.

The General Partners are not required to make any capital contri-
butions except under certain limited circumstances upon termination of the
Partnership. In general, distributions of cash from operations will be
made 90% to the Limited Partners and 10% to the General Partners. However,
a portion of such distributions to the General Partners is subordinated to
the Limited Partners' receipt of a stipulated return on capital.

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, notwithstanding such allocations, 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. As the above levels of
return are not expected to be achieved, approximately $773,000 of sale
proceeds from the sale of the Partnership's interest in Mid Rivers Mall has
been deferred by the General Partners. In such regard, the general
partners waived their right to receive the allocation of sale proceeds from
the sale of the First Financial Plaza in 1996.

LEASES

At December 31, 1996, the Partnership and its consolidated ventures'
principal assets are two shopping centers and one office building. The
Partnership has determined that all leases relating to these properties are
properly classified as operating leases; therefore, rental income is
reported when earned and the cost of the properties, excluding the cost of
the land, is depreciated over the estimated useful lives. Leases with
tenants range in term from month-to-month to twenty-five years and provide
for fixed minimum rent and partial reimbursement of operating costs. In
addition, substantially all of the leases with shopping center tenants
provide for additional rent based upon percentages of tenants' sales
volumes. With respect to the Partnership's shopping center investments, a
substantial portion of the ability of retail tenants to honor their leases
is dependent on the retail economic sector.

Cost and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1996:

Office Building:
Cost. . . . . . . . . . . . . . . . . . $ 24,367,496
Accumulated depreciation. . . . . . . . (14,873,703)
------------
9,493,793
------------
Shopping Centers:
Cost. . . . . . . . . . . . . . . . . . 121,714,657
Accumulated depreciation. . . . . . . . (30,902,724)
------------
90,811,933
------------
$100,305,726
============

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

1997. . . . . . . . . . . . . . . . . . . $ 15,517,979
1998. . . . . . . . . . . . . . . . . . . 15,516,993
1999. . . . . . . . . . . . . . . . . . . 15,228,538
2000. . . . . . . . . . . . . . . . . . . 13,728,271
2001. . . . . . . . . . . . . . . . . . . 13,011,952
Thereafter. . . . . . . . . . . . . . . . 43,092,812
------------
Total . . . . . . . . . . . . . . . . $116,096,545
============

Contingent rent (based on sales by property tenants) included in
rental income was as follows:

1994. . . . . . . . . . . . . . . . . . . $662,271
1995. . . . . . . . . . . . . . . . . . . 438,733
1996. . . . . . . . . . . . . . . . . . . 301,919
========

TRANSACTIONS WITH AFFILIATES

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

UNPAID AT
DECEMBER 31,
1996 1995 1994 1996
-------- -------- -------- ------------
Property management
and leasing fees. . . . . $ 70,792 67,422 184,881 --
Insurance
commissions . . . . . . . 34,632 75,330 74,228 --
Reimbursement (at cost)
for accounting
services. . . . . . . . . 9,642 90,577 70,947 988
Reimbursement (at cost)
for portfolio manage-
ment services . . . . . . 25,996 38,217 31,466 6,015
Reimbursement (at cost)
for legal services. . . . 8,683 4,222 11,445 1,232
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket expenses. . 1,026 170,348 6,516 --
-------- -------- -------- ------

$150,771 446,116 379,483 8,235
======== ======== ======== ======

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.

During 1994, certain officers and directors of the Managing General
Partner acquired interests in a company which provides certain property
management services to a property owned by the Partnership. The fees
earned by such company from the Partnership for the years ended December
31, 1996 and 1995 were approximately $39,000 and $30,000, respectively, all
of which has been paid at December 31, 1996.

In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred receipt of their distri-
butions of net cash flow from the Partnership. The cumulative amount of
such deferred distributions aggregated $8,049,064 at December 31, 1996.
The amount is being deferred in accordance with the subordination
requirements of the Partnership Agreement as discussed above. The
Partnership does not expect that the subordination requirements of the
Partnership Agreement will be satisfied to permit payment of the majority
of these amounts. These amounts or amounts currently payable do not bear
interest.

INVESTMENT IN UNCONSOLIDATED VENTURE

Summary of financial information for San Jose as of and for the years
ended December 31, 1996 and 1995 is as follows:

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

Current assets . . . . . . . . . . . $ 4,538,120 5,155,489
Current liabilities. . . . . . . . . (456,506) (323,044)
------------ ------------
Working capital. . . . . . . . 4,081,614 4,832,445
Investment property, net . . . . . . 28,430,666 30,955,893
Other assets, net. . . . . . . . . . 959,991 874,007
Long-term debt . . . . . . . . . . . (23,338,875) (23,431,863)
Other liabilities. . . . . . . . . . (79,599) (48,870)
Venture partners' equity . . . . . . (5,205,639) (6,769,546)
------------ ------------
Partnership's capital. . . . . $ 4,848,158 6,412,066
============ ============
Represented by:
Invested capital . . . . . . . . . $ 48,767,680 48,767,680
Cumulative distributions . . . . . (25,490,500) (21,902,500)
Cumulative loss. . . . . . . . . . (18,429,022) (20,453,114)
------------ ------------
$ 4,848,158 6,412,066
============ ============
Total income . . . . . . . . . . . . $ 9,238,168 9,182,446
============ ============
Expenses applicable to operating
income . . . . . . . . . . . . . . $ 8,015,203 7,764,118
============ ============
Gain on disposition of
investment property. . . . . . . . $ 2,825,220 --
============ ============
Net earnings . . . . . . . . . . . . $ 4,048,185 1,418,328
============ ============

Reference is made to the San Jose investment property discussion above
regarding the provision for value impairment of $944,335 which was recorded
in 1994 by the San Jose joint venture.

Total income, expenses related to operating earnings, and net earnings
for the above-mentioned venture for the year ended December 31, 1994 were
$9,270,819, $8,387,418 and $883,401, respectively.

<TABLE>

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) TO ACQUISITION AT CLOSE OF PERIOD (B)
------------------------- -------------- ------------------------------------
BUILDINGS BUILDINGS BUILDINGS
AND AND AND
ENCUMBRANCE LAND IMPROVEMENTS IMPROVEMENTS(D) LAND IMPROVEMENTS TOTAL (E)
----------- ----------- ------------ -------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
SHOPPING
CENTERS:
Los Angeles,
California
(C) . . . . . $57,689,284 8,506,014 54,714,281 45,287,841 8,506,014 100,002,122 108,508,136
Hermosa
Beach,
California. . 6,400,000 5,106,570 13,131,181 (5,031,230) 3,176,525 10,029,996 13,206,521

OFFICE
BUILDING:
New York,
New York
(C) . . . . . -- 13,201,780 55,095,008 (43,929,292) 1,765,194 22,602,302 24,367,496
----------- ---------- ----------- ----------- ---------- ----------- -----------

Total. . . $64,089,284 26,814,364 122,940,470 (3,672,681) 13,447,733 132,634,420 146,082,153
=========== ========== =========== =========== ========== =========== ===========

</TABLE>

<TABLE>
SCHEDULE III - CONTINUED
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
DECEMBER 31, 1996

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(F) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
SHOPPING CENTERS:
Los Angeles,
California (C) . . . . . . . . . . . $ 26,570,333 1964 12/31/85 5-30 years 716,161
Hermosa Beach,
California. . . . . . . . . . . . . 4,332,391 1985 09/03/86 5-30 years 165,213

OFFICE BUILDING:
New York,
New York (C) . . . . . . . . . . . . 14,873,703 1983 12/31/85 5-30 years 1,560,954
----------- ----------

Total. . . . . . . . . . . . . . . $45,776,427 2,442,328
=========== ==========
<FN>
- ------------------

Notes:
(A) The initial cost to the Partnership represents the original purchase price of the properties, including
amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1996 for Federal income tax purposes was
$184,654,977.
(C) Properties owned and operated by joint venture.
(D) In 1992 and 1991, the affiliated joint ventures recorded provisions for value impairment totaling
$22,908,606 and $28,870,198, respectively (which included a reduction in deferred costs of approximately $30,000)
at the 40 Broad Street investment property. In 1994, the affiliated joint venture recorded provisions for value
impairment totaling $6,475,138 (which included a reduction in deferred costs of $37,299) at First Financial Plaza.

In 1995, the Partnership recorded a provision for value impairment totaling $5,500,000 (which included a reduction
in deferred costs of $15,671) at the Plaza Hermosa Shopping Center.

</TABLE>

<TABLE> SCHEDULE III - CONTINUED
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
DECEMBER 31, 1996

(E) Reconciliation of real estate owned:

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . . $189,130,405 193,298,414 199,493,970
Additions during period. . . . . . . . . . . . . . . 1,583,556 1,316,320 2,401,281
Sale or disposal during period . . . . . . . . . . . (44,631,808) -- (4,401,376)
Provision for value impairment . . . . . . . . . . . -- (5,484,329) (4,195,461)
------------ ----------- -----------

Balance at end of period . . . . . . . . . . . . . . $146,082,153 189,130,405 193,298,414
============ =========== ===========

(F) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . . . $ 52,390,756 46,792,110 41,724,753
Depreciation expense . . . . . . . . . . . . . . . . 4,625,655 5,598,646 5,640,425
Sale or disposal during period . . . . . . . . . . . (11,239,984) -- (313,240)
Provision for value impairment . . . . . . . . . . . -- -- (259,828)
------------ ----------- -----------

Balance at end of period . . . . . . . . . . . . . . $ 45,776,427 52,390,756 46,792,110
============ =========== ===========

</TABLE>

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

There were no changes of or disagreements with accountants during 1995
and 1996.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates.
JMB has responsibility for all aspects of the Partnership's operations.
ABPP Associates, L.P., is an Illinois limited partnership with JMB as its
sole general partner, is one of the Associate General Partners of the
Partnership and is also the sole general partner of Income Partners - XII,
an Illinois limited partnership that is the other Associate General Partner
of the Partnership. The limited partners of ABPP Associates, L.P. are
generally officers, directors and affiliates of JMB or its affiliates.

The Partnership is subject to certain conflicts of interest arising out
of its relationships with the General Partners and their affiliates as well
as the fact that the General Partners and their affiliates are engaged in a
range of real estate activities. Certain services have been and may in the
future be provided to the Partnership or its investment properties by
affiliates of the General Partners, including property management services
and insurance brokerage services. In general, such services are to be
provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties. Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.

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

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

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

JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX

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

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

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

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

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

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

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

John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business. He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P. Since 1994, Mr. Schreiber has also
served as a trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. Mr.
Schreiber is also a director of USC, Inc. as well as a director of a
number of investment companies advised or managed by T. Rowe Price
Associates and its affiliates. He holds a Masters degree in Business
Administration from Harvard University Graduate School of Business.

H. Rigel Barber (age 47) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

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

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

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

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

ITEM 11. EXECUTIVE COMPENSATION

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

Affiliates of the Managing General Partner provided property
management services to the Partnership for 1996 for the Plaza Hermosa
Shopping Center in Hermosa Beach, California at a fee calculated at 4% of
the gross receipts of the property and for the 40 Broad Street office
building in New York, New York until December 1994 at a fee calculated at
2% of the gross receipts of the property. In 1996, the affiliates earned
property management and leasing fees amounting to $70,792 all of which were
paid at December 31, 1996. As set forth in the Prospectus of the
Partnership, the Managing General Partner must negotiate such agreements on
terms no less favorable to the Partnership than those customarily charged
for similar services in the relevant geographical area and such agreements
must be terminable by either party thereto, without penalty, upon 60 days'
notice.

The General Partners of the Partnership may be reimbursed for their
salaries, salary-related and direct expenses relating to the administration
of the Partnership and the operation of the Partnership's real property
investments. In 1996, the Managing General Partner received reimbursement
for such expenses and salaries in the amount of $45,347 of which $8,235 was
unpaid at December 31, 1996. The Managing General Partner received no
disbursement agent and data processing fees in 1996.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner of the Partnership, earned and received insurance brokerage
commissions in 1996 aggregating $34,632 in connection with the providing of
insurance coverage for the real property investments of the Partnership.
Such commissions are at rates set by insurance companies for the classes of
coverage involved.

The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner of the Partnership.
The relationship of the Managing General Partner (and its directors and
officers) to its affiliates is set forth above in Item 10 above and Exhibit
21 hereto.

<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

(b) The Managing General Partner, its officers and directors and the Associate General Partners own the
following Interests of the Partnership:

NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 5 Interests (1) Less than 1%
indirectly

Limited Partnership
Interests Managing General Partner, 5 Interests (1) Less than 1%
its officers and indirectly
directors and the
Associate General
Partners as a group

<FN>
(1) Includes 5 interests owned by the Initial Limited Partner of the Partnership for which JMB Realty
Corporation, as its indirect majority shareholder, is deemed to have sole voting and investment power.

No officer or director of the Managing General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

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

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

</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

2. Exhibits.

3-A. The Prospectus of the Partnership dated August
23, 1985 as supplemented December 9, 1985 and January 10, pursuant to Rules
424 (b) and 424 (c), as filed with the Commission is hereby incorporated
herein by reference. Copies of pages 8-12, 61-64 and A-8 to A-12 are
hereby incorporated herein by reference to Exhibit 3-A to the Partnership's
Report on Form 10-K for December 31, 1992 (File No. 0-16108) dated March
19, 1993.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which agreement is
hereby incorporated herein by reference to Exhibit 3-B to the Partnership's
Report on Form 10-K for December 31, 1992 (File No. 0-16108) dated March
19, 1993.

3-C. Acknowledgement of rights and duties of the
General Partners of the Partnership between ABPP Associates, L.P. (a
successor Associated General Partner of the Partnership) and JMB Realty
Corporation as of December 31, 1995 is hereby incorporated herein by
reference to the Partnership's report for June 30, 1996 on Form 10-Q (File
No. 0-16108) dated August 9, 1996.

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 on Form 10-K for
December 31, 1992 (File No. 0-16108) dated March 19, 1993.

4-B. Amended and restated mortgage loan agreement
between First Financial and The Prudential Insurance Company of America
dated November 21, 1995 relating to First Financial Plaza in Encino,
California is hereby incorporated herein by reference to the Partnership's
Report for December 31, 1995 on Form 10-K (File No. 0-16108) dated March
25, 1996.

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 Exhibit 4-D of the Partnership's Report on Form 10-K
for December 31, 1994 (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 Exhibit 4-E to the Partnership's
Report on Form 10-K for December 31, 1994 (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.

10-D. Third Amendment to amended and restated
partnership agreement of JMB Encino Partnership L.P. dated April 24, 1996
between JMB First Financial Associates and JMB Encino Partnership are
hereby incorporated by reference to the Partnership's report on Form 10-Q
(File No. 0-16108) dated May 10, 1996.

10-E. Purchase Agreement and Amendments thereto dated
August 9, 1996 relating to the sale of First Financial Plaza by JMB Encino
Partnership, L.P. are hereby incorporated herein by reference to the
Partnership's report for September 11, 1996 on Form 8-K (File No. 0-16108)
dated September 26, 1996.

21. List of Subsidiaries

24. Powers of Attorney

27. Financial Data Schedule

- ----------------

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

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

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

JMB INCOME PROPERTIES, LTD. - XII

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1997

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

By: JMB Realty Corporation
Managing General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1997

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1997

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1997

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1997

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1997

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1997

By: STUART C. NATHAN*
Stuart C. Nathan, Executive Vice President
and Director
Date: March 25, 1997

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

GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 25, 1997

JMB INCOME PROPERTIES, LTD. - XII

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----

3-A. Pages 8-12, 61-64 and A-8 to A-12 of
the Prospectus of the Partnership
dated August 23, 1985, as supple-
mented on December 9, 1985 and
January 10, 1986 Yes

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

3-C. Acknowledgement of rights and duties
of the General Partners of the
Partnership dated August 9, 1996
between ABPP Associates, L.P. and
JMB Realty Corporation Yes

4-A. Mortgage loan agreement related to
Topanga Plaza Yes

4-B. Mortgage loan agreement related to
First Financial Plaza Yes

4-C. Mortgage loan modification agreement
related to Topanga Plaza Yes

4-D. Letter of credit agreement related to
Plaza Hermosa Yes

4-E. Mortgage loan agreement related to
Park Center Plaza Yes

10-A. Acquisition documents related to
Topanga Plaza Yes

10-B. Acquisition documents related to
First Financial Plaza Yes

10-C. Acquisition documents related to
40 Broad Street Yes

10-D. Third Amendment to amended and
restated partnership agreement of
JMB Encino Partnership L.P. dated
April 24, 1996 between JMB First
Financial Associates and JMB Encino
Partnership Yes

10-E. Purchase Agreement and Amendments
thereto dated August 9, 1996 relating
to the sale of First Financial Plaza
by JMB Encino Partnership, L.P. Yes

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in JMB/San Jose Associates, an
Illinois general partnership which holds title to Park Center Financial
Plaza. The Partnership is a general partner in Topanga Plaza Partnership,
a California general partnership which holds title to Topanga Plaza. The
Partnership is a general partner in JMB-40 Broad Street Associates, an
Illinois general partnership which holds title to the 40 Broad Street
Building. The Partnership's interest in the foregoing joint venture
partnerships, and the results of their operations are included in the
consolidated financial statements of the Partnership filed with this annual
report.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - XII, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.

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

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

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

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

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

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

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

EXHIBIT 24

POWER OF ATTORNEY

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

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

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

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

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

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

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

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

<ARTICLE> 5

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

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

<CASH> 22,821,808
<SECURITIES> 0
<RECEIVABLES> 2,986,135
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,807,943
<PP&E> 24,367,496
<DEPRECIATION> 14,873,703
<TOTAL-ASSETS> 138,673,945
<CURRENT-LIABILITIES> 3,159,719
<BONDS> 63,630,727
<COMMON> 0
0
0
<OTHER-SE> 54,760,140
<TOTAL-LIABILITY-AND-EQUITY> 138,673,945
<SALES> 28,415,164
<TOTAL-REVENUES> 29,639,293
<CGS> 0
<TOTAL-COSTS> 18,005,442
<OTHER-EXPENSES> 664,899
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,665,413
<INCOME-PRETAX> 3,303,539
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,904,154
<DISCONTINUED> 3,024,587
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,928,741
<EPS-PRIMARY> 30.48
<EPS-DILUTED> 30.48

</TABLE>