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

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 1996 Commission file no. 000-19496

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

Illinois 36-3426137
(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 . . . . . . . . . . . . . . . . . 5

Item 3. Legal Proceedings. . . . . . . . . . . . . . 8

Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 8

PART II

Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters. . . . . . . 8

Item 6. Selected Financial Data. . . . . . . . . . . 9

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 15

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 21

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 48

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 48

Item 11. Executive Compensation . . . . . . . . . . . 51

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 52

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 53

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 53

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 55

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. - XIII (the
"Partnership"), is a limited partnership formed in 1986 and currently
governed by the Revised Uniform Limited Partnership Act of the State of
Illinois to invest in income-producing properties, primarily existing
commercial real properties. On August 20, 1986, the Partnership commenced
an offering to the public of $100,000,000 (subject to increase by up to
$250,000,000) in Limited Partnership Interests (the "Interests") pursuant
to a Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 33-4107). A total of 126,409 Interests (at an offering
price of $1,000 per Interest, before discounts) were sold to the public
during 1987. The offering closed on April 14, 1987. 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 property investments are
located throughout the nation, and it has no real estate investments
located outside 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, 2036. The Partnership is self-liquidating in nature. At sale of a
particular property, the net proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, the Partnership
currently expects to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable and to wind up its affairs
no later than December 31, 1999, barring any unforeseen economic
developments.

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

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Mid Rivers Mall
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 partnerships)
2. First Financial Plaza
Office Building
Encino
(Los Angeles),
California. . . . . 216,000 5/20/87 9/11/96 Fee ownership of land and
sq.ft. improvements (through
n.r.a. joint venture partnerships)
(c)(f)
3. Miami International
Mall
Miami, Florida. . . 967,300 1/1/88 4/8/96 Fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnerships)
(c)(f)
4. Rivertree Court
Shopping Center
Vernon Hills
(Chicago),
Illinois. . . . . . 297,000 10/20/88 23% Fee ownership of land and
sq.ft. improvements (b)(d)(e)
g.l.a.
5. Fountain Valley
Industrial Park
Industrial Buildings
Fountain Valley
(Los Angeles),
California. . . . . 393,100 11/1/88 16% Fee ownership of land and
sq.ft. improvements (b)(e)
b.a.

6. Cerritos Industrial
Park Industrial
Buildings
Cerritos
(Los Angeles),
California. . . . . 197,100 11/1/88 7% Fee ownership of land and
sq.ft. improvements (b)(e)
b.a.
7. Adams/Wabash
Self Park
Chicago, Illinois . 671 spaces and 10/1/90 25% Fee ownership of land and
28,800 improvements (through
sq.ft. joint venture partnership)
g.l.a. (c)(d)(e)

<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 filed with this annual report
for a description of the joint venture partnerships through which the
Partnership made this real property investment.

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

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

(f) The property has been sold. Reference is made to the Notes for
a description of the sale of such real property investment.

</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 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 Item 2 below to which reference is hereby
made. The Partnership maintains the suitability and competitiveness of its
properties in its markets primarily on the basis of effective rents, tenant
allowances and service provided to tenants.

In the opinion of the Managing General Partner of the Partnership, all
of the investment properties held at December 31, 1996 are adequately
insured. Although there is earthquake insurance coverage for a portion of
the value 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 April 1996, effective March 31, 1996, the Partnership sold its
direct interest in West Dade County Associates (which owned the land,
building, related improvements and personal property known as the Miami
International Mall located in Miami, Florida). Reference is made to the
Notes for a further description of such transaction.

The Partnership through JMB/First Financial Associates, a joint
venture with JMB Income Properties, Ltd. - XII (a partnership sponsored by
the Managing General Partner of the Partnership), has an interest in JMB
Encino Partnership, L.P. ("Encino"), with an unaffiliated venture partner
("Encino Venture Partner"). On September 11, 1996, Encino sold the land,
building, related improvements and personal property known as First
Financial Office Building located in Encino, California. Reference is made
to the Notes for a further description of such transaction.

In December 1996, the Partnership sold the land, building, related
improvements and personal property of one of the land parcels that compose
the Fountain Valley Industrial Park located in Fountain Valley, California
as described further in the Notes.

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
consolidated properties as of December 31, 1996.

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

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

Item 2. Properties

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

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

<TABLE>
<CAPTION>
1995 1996
------------------------------ ------------------------------
Principal At At At At At At At At
Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------- ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. First Financial
Plaza
Encino (Los
Angeles),
California. . . . University/
Bank/Housing
Developer 89% 86% 88% 89% 82% 84% N/A N/A
2. Miami Interna-
tional Mall
Miami, Florida. . Retail 89% 91% 90% 94% 94% N/A N/A N/A
3. Rivertree Court
Shopping Center
Vernon Hills
(Chicago),
Illinois. . . . . Retail 85% 96% 95% 99% 84% 83% 89% 90%
4. Fountain Valley
Industrial Park
Fountain Valley
(Los Angeles),
California. . . . Retail/
Electronics
Repair/
Nuts and Bolts
Distributor 92% 92% 100% 88% 93% 100% 94% 94%
5. Cerritos
Industrial Park
Cerritos
(Los Angeles),
California. . . . Aircraft Parts
Manufacturer/
Tire Distributor 100% 100% 100% 100% 100% 100% 100% 100%
6. Adams/Wabash
Self Park
Chicago,
Illinois. . . . . Parking Garage * * * * * * * *

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

An asterisk indicates that the property is primarily a parking garage
and occupancy information is not applicable. However, the approximate
occupancy level for the retail portion of the structure as of December 31,
1996 is 45%.

The Rivertree Court Shopping Center is 99% leased as of December 31,
1996. In December 1996, PetsMart (25,031 square feet or 8% of the
property), which opened its store to the public on February 19, 1997,
commenced rental payments per their lease, as further described in the
Notes.

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.

</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 fiscal years 1996 and 1995.

PART II

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

As of December 31, 1996, there were 8,927 record holders of Interests
of the Partnership. There is no public market for Interests, and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.

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

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

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

(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1996 1995 1994 1993 1992
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 11,973,382 12,545,834 11,984,676 12,292,002 11,140,476
============ ============ ============ ============ ===========
Operating earnings
(loss) . . . . . . . . . $ 3,526,448 (4,938,478) 2,853,977 3,179,510 2,206,794
Partnership's share of
operations of uncon-
solidated ventures . . . 258,637 760,913 (1,894,493) (157,847) (251,748)
------------ ------------ ------------ ------------ ------------
Net operating
earnings (loss) . . 3,785,085 (4,177,565) 959,484 3,021,663 1,955,046
Partnership's share of
gain on sale of
investment property
and gain on sale of
investment property
from unconsolidated
venture . . . . . . . . 11,090,549 -- 298,917 346,208 6,366,463
------------ ------------ ------------ ------------ ------------
Net earnings (loss)
before partnership's
share of extra-
ordinary item from
unconsolidated
venture . . . . . . . . 14,875,634 (4,177,565) 1,258,401 3,367,871 8,321,509
Partnership's share of
extraordinary items
from unconsolidated
venture . . . . . . . . -- -- (375,000) (521,183) --
------------ ------------ ------------ ------------ ------------
Net earnings (loss) . . . $ 14,875,634 (4,177,565) 883,401 2,846,688 8,321,509
============ ============ ============ ============ ===========

1996 1995 1994 1993 1992
------------- ------------- ----------- ------------ ------------
Net earnings (loss)
per Interest (b):
Net operating
earnings (loss) . . . $ 28.74 (31.72) 7.29 22.95 14.85
Partnership's share
of gain on invest-
ment property and
share of gain on
sale of investment
property from
unconsolidated
venture . . . . . . . 86.85 -- 2.34 2.71 49.86
Partnership's share
of extraordinary
item from uncon-
solidated venture . . -- -- (2.85) (3.96) --
------------ ------------ ------------ ------------ ------------
Net earnings (loss)
per Interest. . . . $ 115.59 (31.72) 6.78 21.70 64.71
============ ============ ============ ============ ===========
Total assets. . . . . . . $ 80,097,683 99,483,214 109,171,952 113,581,933 115,959,504
Long-term debt. . . . . . $ 25,482,974 26,146,638 26,436,573 26,700,000 15,700,000
Cash distributions
per Interest (c). . . . $ 261.00 44.00 41.00 40.00 85.00
============ ============ ============ ============ ===========
<FN>
- -------------

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

(b) The net earnings per Interest is based upon the Interests outstanding at the end of each period
(126,414).

(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes. Each partner's taxable income (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
- --------

Adams/Wabash
Self Park 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 . . . . . 40% 51.93
1993 . . . . . 47% 52.86
1994 . . . . . 51% 47.94
1995 . . . . . 45% 50.93
1996 . . . . . 45% 48.85
<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>

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

</TABLE>

<TABLE>
<CAPTION>
c) The following table sets forth certain information with respect to the expiration of
leases for the next ten years at the Adams/Wabash Self Park:

Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 1 1,784 86,114 13%
1998 1 1,133 47,856 7%
1999 -- -- -- --
2000 1 1,034 51,452 8%
2001 3 6,215 313,515 48%
2002 1 2,038 66,000 10%
2003 -- -- -- --
2004 -- -- -- --
2005 1 2,591 90,000 14%
2006 -- -- -- --

</TABLE>

Property
- --------

Rivertree Court
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 . . . . . 90% 11.28
1993 . . . . . 97% 11.52
1994 . . . . . 85% 12.86
1995 . . . . . 99% 12.04
1996 . . . . . 90% 12.10
<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>

Cineplex Odeon 40,000 720,000 2/2008 $24.00 psf
(Cinema) through 2/2013
$26.00 psf
through 2/2018
Best Buy (c(2)) 44,384 384,424 1/2011 $10.87 psf
(Retail) through 1/2016
$11.57 psf
through 1/2021
$12.26 psf
through 1/2025

</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 Rivertree Court 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 Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 3 5,250 52,625 2%
1998 9 60,624 647,588 19%
1999 8 18,760 300,238 9%
2000 6 11,409 150,500 4%
2001 6 31,512 391,711 11%
2002 1 2,318 37,088 1%
2003 -- -- -- --
2004 1 1,000 19,000 1%
2005 -- -- -- --
2006 1 11,250 157,500 5%

</TABLE>

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

LIQUIDITY AND CAPITAL RESOURCES

As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $113,741,000 (after deducting selling
expenses and other offering costs) with which to make investments
(primarily in existing commercial real property), to pay legal fees and
other costs (including acquisition fees) related to such investments and to
satisfy working capital requirements. A portion of such proceeds was
utilized to acquire the properties described in Item 1 above.

During 1996 and early 1997, some of the Limited Partners in the
Partnership received unsolicited tender offers to purchase up to 4.9% of
the Interests in the Partnership from unaffiliated third parties with
offers ranging between $265 and $350 per Interest. The Partnership
recommended against acceptance of these offers on the basis that, among
other things, the offer price was inadequate. Two of the aforementioned
offers have expired and two are currently scheduled to expire by early
April 1997.

In November 1996, an unaffiliated third party made an unsolicited
tender offer for up to 4.9% of the Interest in the Partnership at $400 per
Interest. The Partnership was neutral in its recommendation to accept or
reject such offer. The offer expired in December 1996.

As of the date of this report, the Partnership is aware that 1,365.58
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 and its consolidated venture had
cash and cash equivalents of approximately $3,744,000. Such funds are
available for future distributions to partners and working capital
requirements. 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 Partnership and its
consolidated venture have currently budgeted in 1997 approximately $537,000
for tenant improvements and other capital expenditures. The Partnership's
share of such items in 1997 is currently budgeted to be approximately
$483,000. Actual amounts expended in 1997 may vary depending on a number
of factors including actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year. The source of capital for such items and for both
short-term and long-term future liquidity and distributions is expected to
be through cash generated by the Partnership's investment properties and
through the sale of such investments. In 1996, in an effort to reduce
Partnership operating expenses, the Partnership elected to make semi-
annual, rather than quarterly, distributions of operating cash flow in the
months of May and November of each year. In May 1996, the Partnership made

its first semi-annual distribution of cash generated from operations of $20
per Interest ($11 per Interest for the first quarter and $9 per Interest
for the second quarter). In November, the Partnership made a semi-annual
distribution of cash generated from operations of $17 per Interest ($9 per
Interest for the third quarter and $8 per Interest for the fourth quarter).

The net reduction in distributions from prior distribution levels was
necessary primarily due to reductions in operating cash flow resulting from
the sale of the Partnership's interest in the Miami International Mall and
the First Financial Plaza office building.

A special distribution of $70 per Interest was made in May 1996
consisting of $20 of previously undistributed cash generated from
operations and $50 of previously undistributed sales proceeds. In August
1996, a distribution of $105 per Interest was made representing sales
proceeds from the sale of the Partnership's interest in Miami International
Mall. In addition, the Partnership paid a distribution of sale proceeds of
$38 per Interest from the sale of First Financial in November 1996.
Previously, these sums had been reserved to fund the costs associated with
the possible redevelopment of portions of the Fountain Valley Industrial
Park to retail use. However, the Partnership did not receive municipal
approval for the redevelopment program, and therefore, the General
Partner's funds are no longer required for the project. Future cash
distributions from sales or property operations will depend upon a
combination of operating cash flow from the remaining investment
properties, the expected future capital requirements of the Partnership and
the eventual sale prices of the Partnership's investment properties.

CERRITOS INDUSTRIAL PARK

Cerritos is currently 100% leased and occupied. From 1997 through
1998, leases at the Cerritos Industrial Park representing 59% of the
rentable square footage are scheduled to expire, not all of which are
expected to renew. The Cerritos Industrial Park investment property was
classified as held for sale or disposition at October 1, 1996, and
therefore, will not be subject to continued depreciation after that date.
During 1996, the Partnership has been marketing the Cerritos Industrial
Park investment property for sale and is currently in negotiations with a
prospective buyer for the purchase of the property. If the sale was
consummated on its proposed terms, the Partnership would expect to
recognize a gain for both financial reporting and Federal income tax
purposes. However, there can be no assurance that these discussions will
result in a sale that will be finalized on any terms.

In February 1994, True Form (42,750 square feet or 22% of the gross
leasable area), filed for bankruptcy protection under Chapter 11 of the
United States Bankruptcy Code. The Partnership determined that the $80,000
owed by True Form as of the date of the bankruptcy filing is uncollectible
and has been written-off. The Partnership entered into a new lease with
True Form's successor in bankruptcy, TFI Acquisition, Inc., in May, 1995.

FOUNTAIN VALLEY INDUSTRIAL PARK

Fountain Valley is currently 94% leased and occupied (including
temporary tenants). From 1997 through 1998, leases at the Fountain Valley
Industrial Park representing 39% of the leasable square footage are
scheduled to expire, not all of which are expected to be renewed. The
Partnership had been examining the economic benefits, including the use of
Partnership funds, of a partial redevelopment of the property to retail
uses, with the support of the City of Fountain Valley. However, the City of
Fountain Valley is not currently able to give its approval to such a
partial retail conversion due to other city projects currently underway.
Hence, the Partnership is no longer pursuing such redevelopment.

On December 31, 1996, the Partnership sold one of the buildings and
related land parcel at the Fountain Valley Industrial Park for $665,000
(before selling costs). Reference is made to the Notes for a further
description of such sale.

ADAMS/WABASH

The Palmer House Hotel did not renew its exclusive parking agreement
with the Adams/Wabash Self Park upon its expiration in December 1995. This
has had a negative impact on the property's operating cash flow in 1996 and
should be partially mitigated in future years as the property continues to
increase transient parking volume to replace revenues previously generated
by the Palmer House contract as discussed in the Notes. Effective November
1, 1996, an affiliate of the General Partner assumed responsibility for the
management of Adams/Wabash Self Park on substantially the same terms as
previous management.

RIVERTREE COURT SHOPPING CENTER

The Rivertree Court Shopping Center operates in a market which
continues to experience significant growth in the commercial and
residential sectors.

In January 1996, HomeGoods vacated its approximate 40,000 square feet
of space in the center. Primarily as a result thereof, the occupancy of
the center declined from 99% to 84% during the first quarter. The
HomeGoods lease was assigned to Best Buy Company, Inc. ("Best Buy"), an
existing tenant of approximately 25,000 square feet at the center. On
August 2, 1996, Best Buy relocated to the former HomeGoods space (expanded
to approximately 44,000 square feet) and the Partnership allowed Best Buy
to terminate its former lease upon vacating its former space. The
Partnership entered into a lease with PetsMart to lease Best Buy's former
space. PetsMart commenced rental payments in December 1996 and opened its
store on February 15, 1997.

The property was classified as held for sale or disposition at July 1,
1996, and therefore, has not been subject to continued depreciation since
that date. During September 1996, the Partnership entered into a letter of
intent and subsequently, a purchase and sale agreement with an unaffiliated
third-party to sell the property. The closing was subject to documentation
and certain other closing conditions. Prior to the satisfaction of all
closing conditions under the purchase and sale agreement, the buyer elected
not to continue with the transaction. The Partnership continues to market
the property for sale.

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.

JMB/MIAMI

On April 8, 1996, effective March 31, 1996, JMB/Miami was voluntarily
dissolved by an agreement of its partners and its 50% ownership interest in
West Dade and related assets were distributed to its partners based on
their respective ownership percentages. Accordingly, the Partnership
acquired a direct 25% ownership interest in West Dade. The Partnership
then sold its entire 25% interest in West Dade for $13,436,731 (before
selling costs). Reference is made to the Notes for a further description
of such sale.

GENERAL

In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred payment of certain of their
distributions of net cash flow and sale proceeds from the Partnership. The
cumulative amount of such deferred distributions are approximately
$5,511,000 at December 31, 1996. All amounts deferred or currently payable
do not bear interest.

The Partnership continues to conserve its working capital. All
expenditures are carefully analyzed and certain capital projects are
deferred when appropriate. The Partnership may seek loan modifications
where appropriate. By conserving working capital, the Partnership will be
in a better position to meet the future needs of its properties since the
availability of satisfactory outside sources of capital may be limited.

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, all of the remaining properties of the
Partnership have been classified as held for sale or disposition as of
December 31, 1996 and are no longer subject to continued depreciation.
Therefore, the affairs of the Partnership are expected to be wound up no
later than December 31, 1999 (sooner if the properties are sold in the
nearer term), barring unforeseen economic developments.

RESULTS OF OPERATIONS

The decrease in cash and cash equivalents at December 31, 1996 as
compared to December 31, 1995 is primarily due to the special distribution
to the Limited Partners of $70 per Interest in May 1996.

The decrease in investment in unconsolidated ventures at December 31,
1996 as compared to December 31, 1995 is primarily due to the April 1996
sale of the Partnership's interest in the Miami International Mall
investment property and the September 1996 sale of the First Financial
Plaza office building investment property.

The decrease in accrued rents receivable at December 31, 1996 as
compared to December 31, 1995 is primarily due to the amortization of
rental income on a straight-line basis for certain tenants at the
Partnership's investment properties.

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

The decrease in unearned rents at December 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of rental receipts at the
Rivertree Court Shopping Center investment property.

The decrease in rental income for the year ended December 31, 1996 as
compared to the year ended December 31, 1995 is primarily due to the loss
of the Palmer House parking contract at the Adams/Wabash investment
property. The increase in rental income for the year ended December 31,
1995 as compared to the year ended December 31, 1994 is primarily due to
the increase in transient parking income at the Adams/Wabash investment
property. This increase is partially offset by lower effective tenant
rents upon renewal at certain of the Partnership's other investment
properties.

The decrease in interest income year ended December 31, 1996 as
compared to the year ended December 31, 1995 is primarily due to the
decrease in the Partnership's average invested balance in U.S. Government
obligations during 1996 as compared to during 1995. 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 the increase in the
average balance in U.S. Government obligations and higher rates earned in
1995.

The decrease in depreciation for the year ended December 31, 1996 as
compared to the years ended December 31, 1995 is primarily due to the
Rivertree Court Shopping Center and Cerritos Industrial Park investment
properties being classified as held for sale or disposition at July 1, 1996
and October 1, 1996, respectively, and therefore, not being subject to
continued depreciation. The decrease in depreciation for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to both the Fountain Valley and Cerritos Industrial Park
investment properties having recorded provisions for value impairment of
$4,200,000 and $4,000,000, respectively, on September 30, 1995.

The increase in professional costs for the year ended December 31,
1996 as compared to the years ended December 31, 1995 and 1994 is primarily
due to the costs associated with retaining Lehman Brothers Inc. as
financial advisor in matters dealing with tender offers as described above,
and legal fees incurred during the potential sale of Rivertree.

The increase in general and administrative expenses for the year ended
December 31, 1995 as compared to the years ended December 31, 1996 and 1994
are attributable primarily to an increase in reimbursable costs to
affiliates of the General Partner in 1995 and 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 provisions for value impairments recorded at September
30, 1995 for both the Fountain Valley and Cerritos Industrial Park
investment properties of $4,200,000 and $4,000,000, respectively. Such
provisions were recorded to reduce the net carrying value of the investment
properties to their then estimated recoverable values.

The decrease in Partnership's share of operations from unconsolidated
ventures and the increase in the Partnership's share of the gain on sale of
investment property of unconsolidated venture for the year ended December
31, 1996 as compared to the year ended December 31, 1995 is primarily due
to the sale of the Partnership's interest in the Miami International Mall
effective March 31, 1996 and the sale of the First Financial Plaza office
building effective September 11, 1996.

The decrease in the amount of loss from 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 the
provision for value impairment recorded at First Financial of approximately
$6,475,000 at December 31, 1994.

The Partnership's decrease in share of the gain on sale of investment
property of unconsolidated venture for the year ended December 31, 1995 as
compared to the year ended December 31, 1994 is primarily due to the sale
of an outparcel at the Miami International Mall in December 1994.

The extraordinary item from unconsolidated venture for the year ended
December 31, 1994 is due to the Partnership recognizing its share of
estimated earthquake repair costs at the First Financial office building.

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, many of the leases at the Partnership'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. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

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

Consolidated Statements of Partners' Capital Accounts (Deficits),
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. - XIII:

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

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - XIII and consolidated venture 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 21, 1997

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

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 3,743,541 13,599,171
Interest, rents and other receivables . . . . . . . . . . . . . . . 1,232,970 1,121,270
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 71,674 68,901
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 144,050 102,680
------------ -----------

Total current assets. . . . . . . . . . . . . . . . . . . . . 5,192,235 14,892,022

Investment properties - Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 21,300,842
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . -- 69,439,819
------------ -----------

-- 90,740,661
Less: accumulated depreciation . . . . . . . . . . . . . . . . . . -- 16,583,348
------------ -----------

Total properties held for investment,
net of accumulated depreciation. . . . . . . . . . . . . . -- 74,157,313

Properties held for sale or disposition . . . . . . . . . . . . . . 72,718,307 --
------------ -----------

Total investment properties . . . . . . . . . . . . . . . . 72,718,307 74,157,313

Investments in unconsolidated ventures,
at equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 8,026,013
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 732,036 741,184
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 1,455,105 1,666,682
------------ -----------
$ 80,097,683 99,483,214
============ ===========

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

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
----------------------------------------------------

1996 1995
------------ -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 313,664 291,589
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 300,262 197,765
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 194,950 196,729
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 1,201,572 1,171,341
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 444,575 612,082
------------ -----------

Total current liabilities . . . . . . . . . . . . . . . . . . 2,455,023 2,469,506

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 314,124 328,622
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,482,974 26,146,638
------------ -----------
Commitments and contingencies

Total liabilities . . . . . . . . . . . . . . . . . . . . . . 28,252,121 28,944,766
------------ -----------

Partners' capital accounts (deficits):
General partners:
Capital contributions.. . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . 721,969 459,660
Cumulative cash distributions . . . . . . . . . . . . . . . . (1,631,037) (1,389,844)
------------ -----------
(889,068) (910,184)
------------ -----------
Limited partners (126,414 interests):
Capital contributions, net of offering costs. . . . . . . . . 113,741,315 113,741,315
Cumulative net earnings . . . . . . . . . . . . . . . . . . . 30,903,922 16,290,597
Cumulative cash distributions . . . . . . . . . . . . . . . . (91,910,607) (58,583,280)
------------ -----------
52,734,630 71,448,632
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . . 51,845,562 70,538,448
------------ -----------
$ 80,097,683 99,483,214
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $11,279,441 11,715,228 11,453,067
Interest income . . . . . . . . . . . . . . . . . 693,941 830,606 531,609
----------- ----------- -----------
11,973,382 12,545,834 11,984,676
----------- ----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 2,370,249 2,369,963 2,397,689
Depreciation. . . . . . . . . . . . . . . . . . . 1,721,808 2,468,066 2,489,094
Property operating expenses . . . . . . . . . . . 3,561,629 3,608,455 3,596,944
Professional services . . . . . . . . . . . . . . 271,487 206,307 196,630
Amortization of deferred expenses . . . . . . . . 191,354 234,401 205,219
General and administrative. . . . . . . . . . . . 330,407 397,120 245,123
Provision for value impairment. . . . . . . . . . -- 8,200,000 --
----------- ----------- -----------
8,446,934 17,484,312 9,130,699
----------- ----------- -----------
Operating earnings (loss) . . . . . . . . . 3,526,448 (4,938,478) 2,853,977
Partnership's share of operations of uncon-
solidated ventures. . . . . . . . . . . . . . . . 258,637 760,913 (1,894,493)
----------- ----------- -----------
Net operating earnings (loss) . . . . . . . 3,785,085 (4,177,565) 959,484
Partnership's gain on sale of investment property . 217,690 -- --
Partnership's share of gain on sale of
investment property from unconsolidated venture . 10,872,859 -- 298,917
----------- ----------- -----------
Net earnings (loss) before Partner-
ship's share of extraordinary
item from unconsolidated venture. . . . . 14,875,634 (4,177,565) 1,258,401
Partnership's share of extraordinary item from
unconsolidated venture. . . . . . . . . . . . . . -- -- (375,000)
----------- ----------- -----------
Net earnings (loss) . . . . . . . . . . . . $14,875,634 (4,177,565) 883,401
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED

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

Net earnings (loss) per limited partnership
interest:
Net operating earnings (loss) . . . . . . . . . . $ 28.74 (31.72) 7.29
Partnership's gain on sale of investment property 1.70 -- --
Partnership's share of gain on sale
of investment property from unconsolidated
venture . . . . . . . . . . . . . . . . . . . . 85.15 -- 2.34
Partnership's share of extra-
ordinary items from
unconsolidated venture. . . . . . . . . . . . . -- -- (2.85)
----------- ----------- -----------
Net earnings (loss) . . . . . . . . . . . . $ 115.59 (31.72) 6.78
=========== =========== ===========

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

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (126,414 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
(deficit)
at Decem-
ber 31,
1993 . . . . $20,000 600,395 (1,088,351) (467,956) 113,741,315 19,444,026 (47,729,553) 85,455,788

Net earnings
(loss) . . . -- 26,368 -- 26,368 -- 857,033 -- 857,033
Cash distri-
butions
($41.00 per
Interest). . -- -- (145,426) (145,426) -- -- (5,235,327) (5,235,327)
------- -------- ---------- -------- ----------- ---------- ----------- ----------

Balance
(deficit)
at Decem-
ber 31,
1994 . . . . $20,000 626,763 (1,233,777) (587,014) 113,741,315 20,301,059 (52,964,880) 81,077,494

Net earnings
(loss) . . . -- (167,103) -- (167,103) -- (4,010,462) -- (4,010,462)
Cash distri-
butions
($44.00 per
Interest). . -- -- (156,067) (156,067) -- -- (5,618,400) (5,618,400)
------- -------- ---------- -------- ----------- ---------- ----------- ----------

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED

GENERAL PARTNERS LIMITED PARTNERS (126,414 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
-------- ---------- ------------- -------- ----------- ---------- ------------- ----------
Balance
(deficit)
at Decem-
ber 31,
1995 . . . . 20,000 459,660 (1,389,844) (910,184) 113,741,315 16,290,597 (58,583,280) 71,448,632

Net earnings
(loss) . . . -- 262,309 -- 262,309 -- 14,613,325 -- 14,613,325
Cash distri-
butions
($261.00 per
Interest). . -- -- (241,193) (241,193) -- -- (33,327,327)(33,327,327)
------- -------- ---------- -------- ----------- ---------- ----------- ----------
Balance
(deficit)
at Decem-
ber 31,
1996 . . . . $20,000 721,969 (1,631,037) (889,068) 113,741,315 30,903,922 (91,910,607) 52,734,630
======= ======== ========== ======== =========== ========== =========== ==========

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $14,875,634 (4,177,565) 883,401
Items not requiring (providing) cash
or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 1,721,808 2,468,066 2,489,094
Amortization of deferred expenses . . . . . . . 191,354 234,401 205,219
Partnership's share of operations
of unconsolidated ventures,
net of distributions. . . . . . . . . . . . . 318,805 (760,913) 1,894,493
Partnership's gain on sale of investment
property. . . . . . . . . . . . . . . . . . . (217,690) -- --
Partnership's share of gain on sale
of investment property from unconsolidated
venture . . . . . . . . . . . . . . . . . . . (10,872,859) -- (298,917)
Partnership's share of extraordinary
item from unconsolidated venture. . . . . . . -- -- 375,000
Provision for value impairment. . . . . . . . . -- 8,200,000 --
Changes in:
Interest, rents and other receivables . . . . . (111,700) (290,577) 209,191
Prepaid expenses. . . . . . . . . . . . . . . . (2,773) (2,973) 1,680
Escrow deposits . . . . . . . . . . . . . . . . (41,370) (2,803) 30,592
Accrued rents receivable. . . . . . . . . . . . 211,577 (228,961) (264,239)
Accounts payable . . . . . . . . . . . . . . . 102,497 65,817 (83,765)
Accrued interest. . . . . . . . . . . . . . . . (1,779) (1,653) (13,786)
Accrued real estate taxes . . . . . . . . . . . 30,231 (59,886) 75,475
Unearned rents. . . . . . . . . . . . . . . . . (167,507) 541,674 70,408
Tenant security deposits. . . . . . . . . . . . (14,498) (11,591) 29,745
----------- ----------- -----------
Net cash provided (used in)
by operating activities . . . . . . . . . 6,021,730 5,973,036 5,603,591
----------- ----------- -----------

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1996 1995 1994
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments . . . . . . . . . . . -- 9,214,950 2,305,513
Additions to investment properties. . . . . . . . (678,815) (280,626) (139,621)
Partnership's distributions from
unconsolidated ventures and proceeds
from sale of investment property. . . . . . . . 18,908,480 1,346,250 1,800,625
Partnership's contributions to uncon-
solidated ventures. . . . . . . . . . . . . . . (64,710) (1,539,075) (64,095)
Payment of deferred expenses. . . . . . . . . . . (182,206) (80,931) (224,919)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . 17,982,749 8,660,568 3,677,503
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . (291,589) (271,067) (190,706)
Distributions to limited partners . . . . . . . . (33,327,327) (5,618,400) (5,235,327)
Distributions to general partners . . . . . . . . (241,193) (156,067) (145,426)
----------- ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . . (33,860,109) (6,045,534) (5,571,459)
----------- ----------- -----------
Net increase (decrease) in
cash and cash equivalents . . . . . . . . (9,855,630) 8,588,070 3,709,635

Cash and cash equivalents,
beginning of year . . . . . . . . . . . . 13,599,171 5,011,101 1,301,466
----------- ----------- -----------

Cash and cash equivalents,
end of year . . . . . . . . . . . . . . . $ 3,743,541 13,599,171 5,011,101
=========== =========== ===========

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

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

Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other interest . . . . $ 2,372,028 2,371,616 2,411,475
=========== =========== ===========
Non-cash investing and financing activities:
Refinancing of long-term debt:
Proceeds of new debt. . . . . . . . . . . . . $ -- -- 11,200,000
Retirement of old debt. . . . . . . . . . . . -- -- (11,000,000)
Deferred mortgage costs . . . . . . . . . . . -- -- (69,531)
Funding of escrow . . . . . . . . . . . . . . -- -- (130,469)
----------- ----------- -----------
Net proceeds from refinancing of
long-term debt. . . . . . . . . . . . . $ -- -- --
=========== =========== ===========

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

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

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

The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned consolidated venture,
Adams/Wabash Limited Partnership ("Adams/Wabash"). The effect of all
transactions between the Partnership and Adams/Wabash have been eliminated
in the consolidated financial statements. The equity method of accounting
has been applied in the accompanying financial statements with respect to
the Partnership's interests in JMB First Financial Associates ("First
Financial") (prior to its sale in September 1996) and JMB/Miami
International Associates ("JMB/Miami") (prior to its sale of interest in
April 1996). Accordingly, the accompanying financial statements do not
include the accounts of First Financial and JMB/Miami.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying financial statements have been prepared from such records
after making appropriate adjustments where applicable to reflect the
Partnership's accounts in accordance with generally accepted accounting
principles ("GAAP"). Such GAAP and consolidation adjustments are not
recorded on the records of the Partnership.

The net effect of these items is summarized as follows for the years
ended December 31, 1996 and 1995:

<TABLE>

1996 1995
------------------------------ ------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $80,097,683 98,913,009 99,483,214 118,361,537

Partners' capital accounts
(deficits):
General partners. . . . . . . . . (889,068) 180,325 (910,184) (681,719)
Limited partners. . . . . . . . . 52,734,630 71,153,760 71,448,632 90,969,526

Net earnings (loss):
General partners. . . . . . . . . 262,309 1,103,238 (167,103) 127,926
Limited partners. . . . . . . . . 14,613,325 13,511,562 (4,010,462) 3,070,232

Net earnings (loss)
per Interest. . . . . . . . . . . 115.59 106.88 (31.72) 24.29
=========== =========== =========== ============

</TABLE>

The net earnings (loss) per limited partnership interest is based upon
the limited partnership interests outstanding at the end of the period
(126,414). Deficit capital accounts will result, through the duration of
the Partnership, in net gain for financial reporting and income tax
purposes.

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 only to the extent of the Partnership's
cumulative share of net earnings. The Partnership records amounts held in
U.S. Government obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy is to consider all
such amounts held with original maturities of three months or less
($2,576,773 and $13,321,024 at December 31, 1996 and 1995, respectively) as
cash equivalents, which includes investments in an institutional mutual
fund which holds United States 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 deferred lease commissions and
loan fees which are amortized over their respective terms 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
minimum lease payments over the term of the lease, the Partnership accrues
rental income for the full period of occupancy on a straight-line basis.

No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the Partners rather than the
Partnership. However, in certain instances, the Partnership 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 multi-tenant industrial buildings, an
office complex and a parking/retail structure. In January 1992, the
Partnership's interest in the Mid Rivers Mall was sold. In 1996, the
Partnership's interest in the First Financial office building and the Miami
International Mall were sold. All of the properties owned at December 31,
1996 were operating. The cost of the investment properties represents the
total cost to the Partnership 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
to be held for investment whenever their carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale. The amount of the impairment loss to be recognized
would be the difference between the property's carrying value and the
property's estimated fair value. The Partnership's policy is to consider a
property to be held for sale or disposition when the Partnership has
committed to a plan to sell or dispose of such property and active
marketing activity has commenced or is expected to commence in the near
term or the Partnership has concluded that it may dispose of the property
by no longer funding operating deficits or debt service requirements of the
property thus allowing the lender to realize upon its security. In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" are no longer depreciated. Adjustments for impairment loss
for such properties (subsequent to the date of adoption of SFAS 121) are
made in each period as necessary to report these properties at the lower of
carrying value or fair value less costs to sell. In certain situations,
such estimated fair value could be less than the existing non-recourse debt
which is secured by the property. There can be no assurance that any
estimated fair value of these properties would ultimately be realized by
the Partnership in any future sale or disposition transaction.

All remaining properties are considered to be held for sale as of
December 31, 1996, and therefore, will not be subject to continued
depreciation. 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 $3,468,110, ($5,149,790)
and $2,769,803, respectively, for the years ended December 31, 1996, 1995
and 1994. In addition, the accompanying consolidated financial statements
include $258,637, $760,913 and ($1,894,493), respectively, of the
Partnership's share of total property operations of $1,016,511, $3,519,977
and ($3,855,963) of unconsolidated properties 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

FOUNTAIN VALLEY AND CERRITOS INDUSTRIAL PARKS

On December 31, 1996, the Partnership sold one of the buildings and
related land parcel at the Fountain Valley Industrial Park to the
unaffiliated tenant that had been leasing the building. The sale price was
$665,000 and the net sale proceeds after paying down $350,000 of the
outstanding mortgage, required per the Lender, and closing costs was
$255,723. The sale resulted in approximately $218,000 and $121,000 of gain
for financial reporting and Federal income tax purposes, respectively, in
1996.

The Cerritos Industrial Park investment property was classified as
held for sale or disposition at October 1, 1996, and therefore, has not
been subject to continued depreciation since that date. As previously
reported, the Partnership has been marketing the Cerritos Industrial Park
investment property for sale and is currently in negotiations with a

prospective buyer for the purchase of the property. If the sale was
consummated on its proposed terms, the Partnership would expect to
recognize a gain for both financial reporting and Federal income tax
purposes. However, there can be no assurance that these discussions will
result in a sale that will be finalized on any terms.

The Fountain Valley Industrial Park investment property has been
classified as held for sale or disposition at December 31, 1996, and
therefore, will not be subject to continued depreciation after that date.

New and renewal leases at the Fountain Valley and Cerritos Industrial
Parks may continue to require expenditures for lease commissions and tenant
improvements prior to tenant occupancy. The costs incurred upon releasing
may result in a decrease in cash flow from operations from these properties
over the near term. As of September 30, 1995, due to the uncertainty at
such time of the Partnership's ability to recover the net carrying values
of the Fountain Valley Industrial Park and Cerritos Industrial Park
investment properties through future operations and sale, given the
expected holding period not being in excess of December 31, 1999, the
Partnership recorded, as a matter of prudent accounting practice, a
provision for value impairment of such investments of $4,200,000 and
$4,000,000, respectively. Such provisions were recorded to reduce the net
carrying value of the investment properties to their then estimated fair
values based upon an analysis of discounted estimated future cash flows
over the projected holding period. There can be no assurance that the
estimated fair value of either of the properties would ultimately be
realized by the Partnership in any future sale or disposition transaction.

RIVERTREE COURT SHOPPING CENTER

The property was classified as held for sale or disposition at July 1,
1996, and therefore, has not been subject to continued depreciation since
that date. During September 1996, the Partnership entered into a letter of
intent and subsequently, a purchase and sale agreement with an unaffiliated
third-party to sell the property. The closing was subject to documentation
and certain other closing conditions under the purchase and sale agreement,
the buyer elected not to continue with the transaction. The Partnership
continues to market the property for sale.

VENTURE AGREEMENTS - GENERAL

The Partnership at December 31, 1996 is a party to one operating joint
venture agreement. Pursuant to such agreement, the Partnership has made
initial cash capital contributions of approximately $24,994,000. Under
certain circumstances, either pursuant to the venture agreement or due to
the Partnership's obligations as general partner, the Partnership may be
required to make additional cash contributions to the ventures.

The Partnership acquired, through the above venture, one
parking/retail structure.

There are certain risks associated with the Partnership's investment
made through the joint venture including the possibility that the
Partnership's joint venture partners 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.

FIRST FINANCIAL

On May 20, 1987, the Partnership, through First Financial, a joint
venture with JMB-XII, 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 $7,500,000.

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 $1,500,000. 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 $1.5 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 $2,428,000. 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 $309,750).

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 $1,268,000 and
$28,000 of gain was allocated to the Partnership, respectively. The
Partnership made a cash distribution of $38 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 $400,000; 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 37.5% 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.

JMB/MIAMI

On January 26, 1988, the Partnership, through JMB/Miami International
Associates ("JMB/Miami"), a general partnership with JMB/Miami Investors
L.P., a partnership sponsored by an affiliate of the General Partners of
the Partnership, acquired an interest in an existing partnership, West Dade
County Associates ("West Dade") in which JMB/Miami was a general partner,
with an affiliate of the developer (the "Venture Partner"), which owned an
enclosed regional shopping center in Miami, Florida known as Miami
International Mall. During February 1989, IDS/JMB Balanced Income Growth,
Ltd. ("IDS/JMB"), a partnership sponsored by an affiliate of the General
Partners of the Partnership made a capital contribution to JMB/Miami to
acquire an interest therein. During October 1993, JMB/Miami Investors L.P.
transferred its interest in JMB/Miami to Urban Shopping Centers, L.P.
("Urban"), a partnership controlled by Urban Shopping Centers, Inc. (a
public corporation organized by an affiliate of the General Partners of the

Partnership). The Partnership's cash investment in JMB/Miami was
$10,402,500. The terms of JMB/Miami 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 50% share of capital contributions.

JMB/Miami invested $17,678,694 for a 50% interest in West Dade and
$1,126,306 as a contribution for initial working capital requirements of
West Dade. The West Dade venture agreement provided that JMB/Miami and the
Venture Partner generally were each entitled to receive 50% of profits and
losses, net cash flow and net sale or refinancing proceeds of West Dade and
were each obligated to advance 50% of any additional funds required under
the terms of the West Dade venture agreement.

West Dade sold a 4 acre outparcel of land at the Miami International
Mall in December 1994 for a net sales price of approximately $1,466,000
after certain selling costs, of which the Partnership's share was
approximately $367,000. For financial reporting purposes, West Dade has
recognized a gain in 1994 of approximately $1,195,000, of which the
Partnership's share is approximately $299,000. For income tax purposes,
West Dade has recognized a gain in 1994 of approximately $985,000, of which
the Partnership's share is a gain of approximately $274,000.

On April 8, 1996, effective March 31, 1996, JMB/Miami was voluntarily
dissolved by agreement of its partners and its 50% ownership interest in
West Dade and related assets were distributed to its partners based on
their respective ownership percentages. Accordingly, the Partnership
acquired a direct 25% ownership interest in West Dade. The Partnership
then sold its entire 25% interest in West Dade as described below.

On April 8, 1996, the Venture Partner purchased 29.812% (i.e., a
7.453% interest) of the Partnership's interest in West Dade for $4,005,624
(paid in cash at closing), subject to proration. The Venture Partner also
assumed a proportionate share of the Partnership's obligations and
liabilities of West Dade from and after March 31, 1996, the effective date
of the transaction. The Venture Partner is not affiliated with the
Partnership or its General Partners, and the terms of the sale were
determined by arm's-length negotiations.

Concurrently, Urban exercised its right of first refusal and purchased
the other 70.188% of the Partnership's interest (i.e., a 17.547% interest)
in West Dade for $9,431,107 (paid in cash at closing), subject to
proration. Urban also assumed a proportionate share of the Partnership's
share of obligations and liabilities of West Dade from and after the
effective date of the transaction. The price of the interest sold to Urban
was in proportion to that sold to the Venture Partner, and the other terms
of the sale with Urban were based on those applicable to the sale with the
Venture Partner. In addition, West Dade agreed to indemnify the
Partnership generally from and against claims and liabilities incurred by
the Partnership in connection with West Dade or its property after the
effective date of the transaction. The Partnership recognized an
approximate $9,604,000 gain for financial reporting purposes and recognized
a gain of approximately $11,475,000 for Federal income tax purposes in
1996. The Partnership made a cash distribution of $105 per Interest from
the sales proceeds in August 1996.

The shopping center was managed by an affiliate of the Venture
Partner. The manager is paid an annual fee equal to 4-1/2% of the net
operating income of the shopping center.

ADAMS/WABASH

On April 19, 1988, an affiliate of the Partnership entered into a
forward commitment on behalf of the Partnership to make a cash investment
in the Adams/Wabash Limited Partnership ("Adams/Wabash"), which constructed
a parking garage and retail space structure (the "Project") in Chicago,
Illinois. The Project contains 671 parking spaces and approximately 28,800
square feet of rentable retail area. The Partnership has funded
approximately $24,994,000 in full satisfaction of its total cash
commitment.

Upon acquisition, the Partnership was admitted to Adams/Wabash with a
49.9% ownership interest, which increased to 74.9% effective October 1,
1993 pursuant to the terms of the Adams/Wabash Partnership Agreement. The
Managing General Partner of the Partnership has a .1% interest with the
remaining 25% held by the developers. The Partnership is entitled to a
cumulative annual preferred return, payable from operating cash flow, of
10% of its capital contributions to the existing partnership. Any
distributable cash flow in excess of the Partnership's preferred return
will be distributed in accordance with the ownership interests of
Adams/Wabash. The Partnership also has a preferred position with respect
to distributions of sales and financing proceeds. Items of profit and loss
are, in general, allocated in accordance with distributions of cash flow.
Accordingly, for financial reporting purposes, for the years ended December
31, 1996, 1995 and 1994, the Partnership was allocated 100% of the
operating profits of Adams/Wabash. Although the Partnership received its
preferred returns for 1994 and 1995, as of December 31, 1996, the
Partnership has a cumulative deficiency in its annual preferred return of
approximately $300,000.

The property has been classified as held for sale or disposition at
December 31, 1996, and therefore, will not be subject to continued
depreciation after that time. Effective November 1, 1996, an affiliate of
the General Partners assumed the management of the retail portion of the
property for an annual fee equal to 5% of the gross revenue of the retail
portion of the property, the same terms as the previous unaffiliated
manager.

LONG-TERM DEBT

(a) Long-term debt consisted of the following at December 31, 1996
and 1995:
1996 1995
----------- -----------
10.03% mortgage note; secured by
the Rivertree Court Shopping
Center located in Vernon Hills
(Chicago), Illinois; payable
monthly, interest only; due
January 1, 1999. . . . . . . . . $15,700,000 15,700,000

7.32% mortgage note; secured by the
Fountain Valley and Cerritos
Industrial Parks located in
Fountain Valley and Cerritos
(Los Angeles), California,
respectively; payable in monthly
installments of principal and
interest of $88,998, remaining
principal balance of approximately
$8,624,000 plus accrued interest
due on March 1, 2001 . . . . . . 10,096,638 10,738,227
----------- ----------
Total debt. . . . . . . . . . 25,796,638 26,438,227
Less current portion of
long-term debt . . . . . . . 313,664 291,589
----------- ----------
Total long-term debt. . . . . $25,482,974 26,146,638
=========== ==========

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

1997 . . . . . . . . $ 313,664
1998 . . . . . . . . 337,410
1999 . . . . . . . . 16,062,954
2000 . . . . . . . . 390,432
2001 . . . . . . . . 8,692,178
===========

(b) FOUNTAIN VALLEY INDUSTRIAL PARK AND CERRITOS INDUSTRIAL PARK

In February 1994, the Partnership extended and increased the Fountain
Valley and Cerritos Industrial Park first mortgage loan to the principal
amount of $11,200,000. After payment of costs and fees related to the
refinancing, there were no distributable proceeds from the loan extension.

In December 1996, the Partnership sold one of the parcels and related
building that compose the Fountain Valley Industrial Park investment
property for a sale price of $665,000. The lender required a principal
paydown of the loan in the amount of $350,000 which reduces the balloon
payment due on March 1, 2001. Reference is made to the Fountain Valley
footnote for a further discussion of the sale.

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations generally are allocated 96% to
the Limited Partners and 4% to the General Partners. Profits or losses for
Federal income tax purposes from the sale or refinancing of properties
generally will be allocated 99% to the Limited Partners and 1% to the
General Partners. However, net profits from the sale of properties will be
additionally allocated to the General Partners (i) to the extent that cash
distributions to the General Partners of sale proceeds from such sale
exceed the aforesaid 1% of such profits 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
additional properties.

The General Partners have made capital contributions to the
Partnership aggregating $20,000. The General Partners are not required to
make any additional capital contributions except under certain limited
circumstances upon dissolution and termination of the Partnership.
Disbursable cash from operations, as defined in the Partnership Agreement,
will be distributed 90% to the Limited Partners and 10% to the General
Partners, subject to certain limitations. Sale or refinancing proceeds
will be distributed 100% to the Limited Partners until the Limited Partners
have received their contributed capital plus a stipulated return thereon.
The General Partners will then receive 100% of the sale or refinancing
proceeds until they receive amounts equal to (i) the cumulative deferral of
their 10% distribution of disbursable cash and (ii) 2% of the selling
prices of all properties which have been sold, subject to certain
limitations. Any remaining sale or refinancing proceeds will then be
distributed 85% to the Limited Partners and 15% to the General Partners.
Accordingly, approximately $4,893,000 of disbursable cash and approximately
$618,000 of sale proceeds from the sale of the Mid Rivers Mall have been
deferred by the General Partners. The Partnership does not expect that the
subordination requirements of the Partnership agreement will be satisfied
over the expected remaining term of the Partnership to permit payment of
the majority of these amounts. Accordingly, the General Partners waived
their right to receive the allocation of sale proceeds, which otherwise
would have been deferred per above, from the sale of the Partnership's
interest in the Miami International Mall and the First Financial Plaza in
1996.

LEASES - AS PROPERTY LESSOR

The Partnership and its consolidated venture's principal assets are
two multi-tenant industrial building complexes, a shopping center and a
parking/retail structure. 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 their
estimated useful lives. Leases with tenants range in term from one to
fifteen years and provide for fixed minimum rent and partial reimbursement
of operating costs. In addition, certain leases with shopping center
tenants provide for additional rent based upon percentages of tenants'
sales volumes. With respect to the Partnership's shopping center
investment, a substantial portion of the ability of retail tenants to honor
their leases is dependent upon the retail economic sector.

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

Industrial Building Complexes:
Cost . . . . . . . . . . . . . . . . . . . . $28,704,198
Accumulated depreciation . . . . . . . . . . (7,066,326)
-----------
21,637,872
-----------
Shopping Center:
Cost . . . . . . . . . . . . . . . . . . . . 39,928,703
Accumulated depreciation . . . . . . . . . . (8,042,403)
-----------
31,886,300
-----------
Parking/Retail Structure:
Cost . . . . . . . . . . . . . . . . . . . . 22,390,562
Accumulated depreciation . . . . . . . . . . (3,196,427)
-----------
19,194,135
-----------
$72,718,307
===========

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 . . . . . . . . . . . . . . . . . . . . . $ 6,230,942
1998 . . . . . . . . . . . . . . . . . . . . . 5,270,789
1999 . . . . . . . . . . . . . . . . . . . . . 4,495,019
2000 . . . . . . . . . . . . . . . . . . . . . 4,082,291
2001 . . . . . . . . . . . . . . . . . . . . . 3,466,665
Thereafter . . . . . . . . . . . . . . . . . . 14,891,094
-----------
Total . . . . . . . . . . . . . . . . . . $38,436,800
===========

TRANSACTIONS WITH AFFILIATES

Certain of the Partnership's properties are managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties. In December 1994, one of the
affiliated property managers sold substantially all of its assets and
assigned its interest in its management contracts to an unaffiliated third
party. In addition, certain of the management personnel of the property
manager became management personnel of the purchaser and its affiliates.
The successor to such affiliated property manager's assets is acting as the
property manager of the Fountain Valley and Cerritos Industrial Parks after

the assignment on the same terms that existed prior to the assignment.
Effective November 1, 1996, an affiliate of the General Partners assumed
the management of the retail portion of the Adams/Wabash Self Park for an
annual fee equal to 5% of the gross revenue of the retail portion of the
property, the same terms as the previous unaffiliated manager.

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 . . . . $ 97,773 103,838 212,212 2,418
Insurance commissions . . 10,028 9,986 8,393 --
Reimbursement (at cost)
for accounting
services . . . . . . . . 4,416 76,545 82,333 --
Reimbursement (at cost)
for portfolio manage-
ment services. . . . . . 39,269 69,714 40,240 5,247
Reimbursement (at cost)
for legal services . . . 7,578 1,762 6,221 3,899
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket expenses . 1,099 137,851 12,151 114
-------- ------- ------- ------
$160,163 399,696 361,550 11,678
======== ======= ======= ======

In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred payment of certain of their
distributions of net cash flow and sale proceeds from the Partnership. All
amounts deferred or currently payable do not bear interest.

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 year ended December 31,
1996 were approximately $133,000, all of which has been paid at December
31, 1996.

INVESTMENT IN UNCONSOLIDATED VENTURE

Summary combined financial information for First Financial and
JMB/Miami as of and for the years ended December 31, 1996 and 1995 is as
follows:

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

Current assets. . . . . . . . . . . . . $ -- 4,433,344
Other current liabilities . . . . . . . -- (915,416)
------------ -----------

Working capital . . . . . . . . . . -- 3,517,928

Investment property, net. . . . . . . . -- 77,209,499
Other assets, net . . . . . . . . . . . -- 1,723,225
Long-term debt. . . . . . . . . . . . . -- (72,080,876)
Other liabilities . . . . . . . . . . . -- (359,793)
Venture partners' equity. . . . . . . . -- (1,983,970)
------------ -----------

Partnership's capital. . . . . . . $ -- 8,026,013
============ ===========

Represented by:
Invested capital. . . . . . . . . . . $ -- 33,638,348
Cumulative distributions. . . . . . . -- (30,079,909)
Cumulative earnings . . . . . . . . . -- 4,467,574
------------ -----------
$ -- 8,026,013
=========== ===========
Total income. . . . . . . . . . . . . . $ 7,227,991 19,328,590
============ ===========

Operating expenses. . . . . . . . . . . $ 6,209,999 15,808,613
============ ===========

Operating earnings (loss) . . . . . . . $ 1,017,992 3,519,977
============ ===========

Gain on sale of land and property . . . $ 2,882,573 --
============ ===========

Net income (loss) . . . . . . . . . . . $ 3,900,565 3,519,977
============ ===========

Total income, operating expenses, gain on sale of land and property,
extraordinary item and net loss of the above-mentioned ventures for the
year ended December 31, 1994 were $18,725,264, $22,776,897, $1,195,670,
($1,000,000) and ($3,855,963), respectively.

<TABLE>
SCHEDULE III

JMB INCOME PROPERTIES, LTD. - XIII

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996

COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT TO GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) ACQUISITION (C) AT CLOSE OF PERIOD (B)
----------------------- -------------------------------------------------------------
BUILDINGS BUILDINGS BUILDINGS
ENCUM- AND AND AND
BRANCE LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS TOTAL (D)
------ -------- ----------------------- ------------ -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Industrial
Complexes:
Fountain Valley
Industrial
Park and
Cerritos
Industrial
Park . . . . .$10,096,638 9,111,020 25,783,707 (2,372,929) (3,817,600) 6,738,091 21,966,107 28,704,198

Shopping Center:
Rivertree
Court Shopping
Center . . . . 15,700,000 7,893,178 30,830,231 -- 1,205,294 7,893,178 32,035,525 39,928,703

Parking/Retail:
Adams/Wabash
Self Park. . . -- 6,530,093 14,547,233 32,411 1,280,825 6,562,504 15,828,058 22,390,562
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------

Total . . .$25,796,638 23,534,291 71,161,171 (2,340,518) (1,331,481) 21,193,773 69,829,690 91,023,463
=========== ========== ========== ========== ========== ========== ========== ==========

</TABLE>

<TABLE>
SCHEDULE III - CONTINUED

JMB INCOME PROPERTIES, LTD. - XIII

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(E) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Industrial Complexes:
Fountain Valley
Industrial Park
and Cerritos
Industrial Park. . . . . . . . . . $ 7,066,326 1967-1970 11/1/88 5-30 years 205,910

Shopping Center:
Rivertree Court
Shopping Center. . . . . . . . . . 8,042,403 1988 10/20/88 5-30 years 749,542

Parking/Retail:
Adams/Wabash
Self Park. . . . . . . . . . . . . 3,196,427 1989-1990 10/1/90 30 years 474,326
----------- ---------

Total . . . . . . . . . . . . . $18,305,156 1,429,778
=========== =========

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

(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 $98,777,887.
(C) The Partnership recorded a provision for value impairment of $8,200,000 in 1995
which was recorded as a reduction to land and building and improvements.

</TABLE>

<TABLE>
SCHEDULE III - CONTINUED

JMB INCOME PROPERTIES, LTD. - XIII

(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(D) Reconciliation of real estate owned:

<CAPTION>
1996 1995 1994
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . $90,740,661 98,660,035 98,520,414
Additions during period. . . . . . . . . . . . . 678,815 280,626 139,621
Reductions during period . . . . . . . . . . . . (396,013) -- --
Provision for value impairment . . . . . . . . . -- (8,200,000) --
----------- ----------- -----------

Balance at end of period . . . . . . . . . . . . $91,023,463 90,740,661 98,660,035
=========== =========== ===========

(E) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . $16,583,348 14,115,282 11,626,188
Depreciation expense . . . . . . . . . . . . . . 1,721,808 2,468,066 2,489,094
----------- ----------- -----------

Balance at end of period . . . . . . . . . . . . $18,305,156 16,583,348 14,115,282
=========== =========== ===========

</TABLE>

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

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

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware Corporation, substantially all of the
outstanding stock 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.
AGPP Associates, L.P., an Illinois limited partnership, with JMB as its
sole general partner, is an Associate General Partner of the Partnership.
The limited partners of AGPP Associates, L.P. are generally officers,
directors and affiliates of JMB or its affiliates. AGPP Associates, L.P.
is also the sole general partner of Income Partners-XIII, an Illinois
limited partnership that is the other Associate General Partner of the
Partnership.

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

The names, positions held and length of service therein of each
director and 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 Chief Executive Officer 8/01/93
Executive Vice President 1/02/87
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
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.-XII ("JMB Income-XII"). JMB is also the sole general
partner of the associate general partner of most of the foregoing
partnerships.

Most of the foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB including Arvida/JMB
Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (the general partner of
Arvida/JMB Partners, L.P.-II ("Arvida-II") and Income Growth Managers, Inc.
(the corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB Income-XI, JMB
Income-XII, 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 of
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 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 officers and director of the Managing General Partner receive no
current or proposed direct remuneration in such capacities. Pursuant to
the Partnership Agreement, 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. In 1996, 1995 and 1994, the General
Partners received cash distributions in the amount of $241,193, $156,067
and $141,879, respectively. As of December 31, 1996, the General Partners
have deferred payment of distributions in the aggregate amount of
approximately $5,511,000.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the offering, the administration of the
Partnership and the operation of the Partnership's real property
investments. In 1996, an affiliate of the General Partners was due
reimbursement for such out-of-pocket expenses in the amount of $1,099, of
which $114 was unpaid as of December 31, 1996.

The General Partners may be reimbursed for salaries and salary-related
direct expenses of officers and employees of the Managing General Partner
and its affiliates while directly engaged in the administration of the
Partnership and the operation of the Partnership's real property
investments. In 1996, the Managing General Partner was due reimbursement
for such expenses in the amount of $51,263 of which $9,146 was unpaid as of
December 31, 1996.

Affiliates of the General Partners have provided property management
services for the Rivertree Court Shopping Center and the retail portion of
the Adams/Wabash Self Park during 1996. In 1996, such affiliates earned
aggregate property management fees amounting to $97,773 of which $2,418 was
unpaid as of December 31, 1996.

Certain directors and officers of the General Partners have an equity
interest in a company that provided property management services for the
Adams/Wabash Self Park during 1996. In 1996, such company earned aggregate
property management fees amounting to $133,000, all of which was paid at
December 31, 1996.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner of the Partnership, earned and received insurance brokerage
commissions in 1996 aggregating $10,028 in connection with the providing of
insurance coverage for certain of the real property investments of the
Partnership. Such commissions are at rates set by insurance companies for
the classes of coverage provided.

The 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 in Item 10 above and Exhibit 21
hereto.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

(b) The Managing General Partner, its officers and directors and the Associate General 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 investment and voting power.

All of the outstanding shares of the Managing General Partner of the Partnership are owned by an affiliate of
its officers and directors as set forth above in Item 10.

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 20, 1986
as supplemented October 31, 1986 and January 26, 1987 as filed with the
Commission pursuant to Rules 424(b) and 424(c) is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Form 10-K dated
March 18, 1993.

3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which is hereby incorporated by
reference to Exhibit 3-B to the Partnership's From 10-K dated March 18,
1993.

3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP 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. 000-19496)
dated August 9, 1996.

4-A. Copy of documents relating to the mortgage loan secured
by the Rivertree Court Shopping Center, Vernon Hills (Chicago), Illinois
dated December 30, 1988 is hereby incorporated by reference to Exhibit 4-A
to the Partnership's Form 10-K dated March 18, 1993.

4-B. Copy of documents relating to the mortgage loan secured
by a first mortgage on West Dade's interest in Miami International Mall,
Miami, Florida dated December 21, 1993 incorporated herein by reference to
Exhibit 4-B to the Partnership's Report for December 31, 1993 on Form 10-K
(File No. 000-19496) dated March 24, 1994.

4-C. Modification document relating to the mortgage loan
secured by the First Financial Plaza Office Building in Encino, California,
which is hereby incorporated by reference to Exhibit 4-C to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 000-
19496) dated March 25, 1996.

10-A. Acquisition documents relating to the purchase by the
Partnership of Rivertree Court Shopping Center in Vernon Hills (Chicago),
Illinois, are hereby incorporated by reference to Exhibit 1 to the
Partnership's Form 8-K dated November 4, 1988.

10-B. Acquisition documents relating to the purchase by the
Partnership of Fountain Valley Industrial Buildings in Fountain Valley,
California and Cerritos Industrial Buildings in Cerritos, California, are
hereby incorporated by reference to Exhibits 1 and 2 to the Partnership's
Form 8-K dated November 15, 1988.

10-C. Acquisition documents relating to the acquisition by the
Partnership of an interest in the Adams/Wabash Parking Garage in Chicago,
Illinois are hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 8-K dated October 15, 1990.

10-D. Sale documents and exhibits thereto relating to the sale
of the Partnership's interest in Mid Rivers Mall in St. Peters (St. Louis),
Missouri are hereby incorporated by reference to the Partnership's Report
on Form 8-K dated February 18, 1992.

10-E. Sale documents relating to the sale by the Partnership of
an interest in the Miami International Mall in Miami, Florida are hereby
incorporated by reference to the Partnership's Report for April 8, 1996 on
Form 8-K (File No. 0-19496) dated April 23, 1996.

10-F. 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 by reference to the Partnership's
Report for September 30, 1996 on Form 10-Q (File No. 0-19496) dated
November 8, 1996.

21. List of Subsidiaries.

24. Powers of Attorney

27. Financial Data Schedule

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

(b) No reports on Form 8-K were required to be filed during the last
quarter of the period covered by this annual report.

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

SIGNATURES

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

JMB INCOME PROPERTIES, LTD. - XIII

By: JMB Realty Corporation
Managing General Partner

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

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

By: JMB Realty Corporation
Managing General Partner

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

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

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

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

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

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

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

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

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

JMB INCOME PROPERTIES, LTD. - XIII

EXHIBIT INDEX

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

3-A. Pages 8-19, 64-70, A-7 to A-16,
A-34 to A-35 of the Prospectus
of the Partnership dated August 20,
1986, as supplemented on October 31,
1986, and January 26, 1987 Yes --

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

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

4-A. Mortgage loan agreement related to
the Rivertree Court Shopping Center Yes --

4-B. Mortgage loan agreement related to
West Dade Yes --

4-C. Mortgage loan modification
documents related to First
Financial Plaza Office Building Yes --

10-A. Acquisition documents relating to
the Rivertree Court Shopping Center Yes --

10-B. Acquisition documents relating to
the Fountain Valley Industrial
Buildings and Cerritos Industrial
Buildings Yes --

10-C. Acquisition documents relating to
the Adams/Wabash Parking Garage Yes --

10-D. Sale documents relating to the
Mid Rivers Mall Yes --

10-E. Sale documents relating to the
sale by the Partnership of an
interest in the Miami International
Mall Yes --

10-F. Purchase Agreement and amendments
thereto 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 limited partner in Adams/Wabash Limited
Partnership, an Illinois limited partnership. Adams/Wabash Limited
Partnership holds title to the Adams/Wabash Self Park.

Reference is made to the Notes to Financial Statements filed with this
annual report for a summary description of the terms of such partnership
agreement. The Partnership's interest in the foregoing joint venture
partnership and the results of its 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. - XIII, 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> 3,743,541
<SECURITIES> 0
<RECEIVABLES> 1,448,694
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,192,235
<PP&E> 72,718,307
<DEPRECIATION> 0
<TOTAL-ASSETS> 80,097,683
<CURRENT-LIABILITIES> 2,455,023
<BONDS> 25,482,974
<COMMON> 0
0
0
<OTHER-SE> 51,845,562
<TOTAL-LIABILITY-AND-EQUITY> 80,097,683
<SALES> 11,279,441
<TOTAL-REVENUES> 11,973,382
<CGS> 0
<TOTAL-COSTS> 5,474,791
<OTHER-EXPENSES> 601,894
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,370,249
<INCOME-PRETAX> 3,526,448
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,785,085
<DISCONTINUED> 11,090,549
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,875,634
<EPS-PRIMARY> 115.59
<EPS-DILUTED> 115.59

</TABLE>