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, 1995                   Commission file no. 0-16108     


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


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


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


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


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

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

       None                                        None                   


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

                       LIMITED PARTNERSHIP INTERESTS
                             (Title of class)


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

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

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

Documents incorporated by reference:  None



                             TABLE OF CONTENTS



                                                            Page
                                                            ----
PART I

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

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

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

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


PART II

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

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

Item 7.       Management's Discussion and Analysis of 
              Financial Condition and Results of Operations . 13

Item 8.       Financial Statements and Supplementary Data . . 20

Item 9.       Changes in and Disagreements with Accountants 
              on Accounting and Financial Disclosure. . . . . 50


PART III

Item 10.      Directors and Executive Officers 
              of the Partnership. . . . . . . . . . . . . . . 50

Item 11.      Executive Compensation. . . . . . . . . . . . . 53

Item 12.      Security Ownership of Certain Beneficial 
              Owners and Management . . . . . . . . . . . . . 54

Item 13.      Certain Relationships and Related Transactions. 55


PART IV

Item 14.      Exhibits, Financial Statement Schedules, 
              and Reports on Form 8-K . . . . . . . . . . . . 55


SIGNATURES    . . . . . . . . . . . . . . . . . . . . . . . . 57
















                                     i


                                  PART I


ITEM 1.  BUSINESS

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

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

     The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments are held by fee title and/or through joint venture
partnership interests.  The Partnership's real estate investments are
located throughout the nation and it has no real estate investments located
outside of the United States.  A presentation of information about industry
segments, geographic regions, raw materials, or seasonality is not
applicable and would not be material to an understanding of the
Partnership's business taken as a whole.  Pursuant to the Partnership
agreement, the Partnership is required to terminate no later than October
31, 2035.  The Partnership is self-liquidating in nature.  Upon sale of a
particular property, the net proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties.  As discussed further in Item 7, the marketplaces in
which the portfolio operates and real estate markets in general are in a
recovery mode.  The Partnership currently expects to conduct an orderly
liquidation of its remaining investment portfolio as quickly as practicable
and to wind up its affairs not later than December 31, 1999, barring any
unforeseen economic developments.  (Reference is also made to Note 1.)

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



<TABLE>
<CAPTION>
                                                        SALE OR DISPOSITION 
                                                          DATE OR IF OWNED
                                                        AT DECEMBER 31, 1995,
NAME, TYPE OF PROPERTY                        DATE OF     ORIGINAL INVESTED
    AND LOCATION (D)              SIZE       PURCHASE  CAPITAL PERCENTAGE (A)        TYPE OF OWNERSHIP
----------------------         ----------    --------  ----------------------        ---------------------
<S>                           <C>           <C>       <C>                            <C>
1. Park Center 
    Financial Plaza
    office buildings
    San Jose, 
    California. . . . .         432,000      06/20/85            27%                 fee ownership of land and
                                 sq.ft.                                              improvements (through
                                 n.r.a.                                              joint venture partnership)
                                                                                     (c)
2. Topanga Plaza 
    shopping center
    Los Angeles, 
    California. . . . .         360,000      12/31/85            20%                 fee ownership of land and
                                 sq.ft.                                              improvements (through
                                 g.l.a.                                              joint venture partnership)
                                                                                     (b)(c)(e)
3. 40 Broad Street
    office building
    New York, New York.         247,800      12/31/85            29%                 fee ownership of land and 
                                 sq.ft.                                              improvements (through joint
                                 n.r.a.                                              venture partnership) (c)
4. Plaza Hermosa 
    Shopping Center
    Hermosa Beach, 
    California. . . . .          94,900      09/03/86            8%                  fee ownership of land and 
                                 sq.ft.                                              improvements (b)
                                 n.r.a.
5. Mid Rivers Mall
    shopping center
    St. Peters 
    (St. Louis), 
    Missouri. . . . . .         323,100      12/12/86          1/30/92               fee ownership of land and
                                 sq.ft.                                              improvements (through
                                 g.l.a.                                              joint venture partnership)
6. First Financial 
    Plaza
    office building
    Encino, 
    California. . . . .         216,000      05/20/87             9%                 fee ownership of land and
                                 sq.ft.                                              improvements (through joint
                                 n.r.a.                                              venture partnership)
                                                                                     (b)(c)(e)


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

      (a)   The computation of this percentage for properties held at
December 31, 1995 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 Note 4 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 Note 3 for a description of the joint
venture partnership through which the Partnership has made this real
property investment.

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

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

</TABLE>


     The Partnership's real property investments are subject to competition
from similar types of properties (including in certain areas properties
owned or advised by affiliates of the General Partners) in the respective
vicinities in which they are located.  Such competition is generally for
the retention of existing tenants.  Additionally, the Partnership is in
competition for new tenants in markets where significant vacancies are
present.  Reference is made to Item 7 below for a discussion of competitive
conditions and future renovation and capital improvement plans of the
Partnership and certain of its significant investment properties. 
Approximate occupancy levels for the properties are set forth in the table
in Item 2 below to which reference is hereby made.  The Partnership
maintains the suitability and competitiveness of its properties in its
markets primarily on the basis of 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, 1995 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 January 1994, an earthquake occurred in Los Angeles, California. 
Though significant portions of the mall suffered casualty damage, the
approximate 360,000 square feet of mall shops owned by the Topanga
Partnership did not suffer major structural damage.  The costs at Topanga
for which the joint venture was responsible was approximately $11.9
million.  The majority of this cost was recovered under the final
settlement, reached in the third quarter of 1995, with the joint venture's
earthquake insurance provider.  Additional business interruption insurance
proceeds were also received.  Reference is made to Item 7 and Note 3(c) for
further description of such event.

     Reference is made to Note 6 for a schedule of minimum lease payments
to be received in each of the next five years, and in the aggregate
thereafter, under leases in effect at the Partnership's properties as of
December 31, 1995.

     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 and
approximate occupancy levels by quarter during fiscal years 1995 and 1994
for the Partnership's investment properties owned during 1995:



<TABLE>
<CAPTION>
                                                                1994                        1995           
                                                      -------------------------   -------------------------
                                                       At     At     At     At     At     At     At     At 
                                 Principal Business   3/31   6/30   9/30  12/31   3/31   6/30   9/30  12/31
                                 ------------------   ----   ----   ----  -----   ----   ----  -----  -----
<S>                              <C>                 <C>    <C>    <C>   <C>     <C>    <C>   <C>    <C>   
1.  Park Center 
     Financial Plaza
     San Jose, California . .    Accounting/
                                 Legal                 83%    83%    83%    84%    74%    77%    76%    77%

2.  Topanga Plaza
     Los Angeles, 
     California . . . . . . .    Retail                90%    92%    92%    95%    95%    96%    96%    98%

3.  40 Broad Street
     New York, New York . . .    Insurance/
                                 Financial 
                                 Services              82%    82%    82%    80%    76%    77%    77%    77%

4.  Plaza Hermosa 
     Shopping Center
     Hermosa Beach,                                                                                    (2) 
     California . . . . . . .    Retail                81%    91%    92%    95%    93%    93%    95%    93%

5.  First Financial Plaza
     Encino (Los Angeles), 
     California (1) . . . . .    University/
                                 Bank/Housing 
                                 Developer             84%    91%    89%    89%    89%    86%    88%    89%
----------
<FN>
     Reference is made to Item 6, Item 7, and Note 6 for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.

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

      (2)   The percentage represents physical occupancy.  Approximately 14,000 square feet is occupied by tenants
whose leases expired during 1995 but continue to occupy their spaces pursuant to their original lease terms.

</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 1994 and 1995.



                                  PART II

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

     As of December 31, 1995, there were 15,647 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop.  Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests.  The price to be paid for the Interests, as well as any economic
aspects of the transaction, will be subject to negotiation by the investor.

There are certain conditions and restrictions on the transfer of Interests,
including, among other things, the requirements that the substitution of a
transferee of Interests as a Limited Partner of the Partnership be subject
to the written consent of the Managing General Partner.  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.  No transfer will be effective until the
first day of the next succeeding calendar quarter after the requisite
transfer form satisfactory to the Managing General Partner has been
received by the Managing General Partner.  The transferee consequently will
not be entitled to receive any cash distributions or any allocable share of
profits or losses for tax purposes until such succeeding calendar quarter. 
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which was
recognized as the holder of Interests, without regard to the results of
Partnership's operations during particular quarterly periods and without
regard to whether cash distributions were made to the transferor or
transferee.  Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses.  Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which distribution
is made.

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


<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA


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

                            YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991

                                  (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)


<CAPTION>
                                 1995          1994            1993          1992          1991     
                            ------------- -------------    -----------   ------------  ------------ 
<S>                        <C>           <C>             <C>            <C>           <C>           
Total income. . . . . . . .  $ 33,940,506    31,152,216     30,055,775     31,061,115    32,094,290 
                             ============  ============    ===========    ===========   =========== 

Operating loss. . . . . . .  $   (776,107)   (5,376,818)      (213,393)   (18,250,294)  (23,790,221)
Partnership's share of 
 earnings (loss) from
 operations of uncon-
 solidated ventures . . . .       709,164       441,700     (6,610,269)    (3,123,534)  (10,516,323)
Venture partners' share 
 of consolidated ventures' 
 operations before
 extraordinary item . . . .    (1,568,232)    2,699,777        785,684      6,090,075     7,580,977 
                             ------------  ------------    -----------    -----------   ----------- 
Net operating loss 
 before extra-
 ordinary item. . . . . . .    (1,635,175)   (2,235,341)    (6,037,978)   (15,283,753)  (26,725,567)

Partnership's share of 
 gain on sale of interest 
 in investment property . .         --            --             --         5,655,876         --    
Extraordinary item
 (net of venture
 partners' share) . . . . .         --       (2,300,838)          --            --            --    
                             ------------  ------------    -----------    -----------   ----------- 

Net loss. . . . . . . . . .  $ (1,635,175)   (4,536,179)    (6,037,978)    (9,627,877)  (26,725,567)
                             ============  ============    ===========    ===========   =========== 


                                 1995          1994            1993          1992          1991     
                            ------------- -------------    -----------   ------------  ------------ 

Net loss per Interest (b):
  Net operating loss. . . . $       (9.15)       (12.41)        (31.79)        (80.48)      (140.06)
  Partnership's share of 
    gain on sale of 
    interest in invest-
    ment property . . . . .         --            --             --             29.52         --    
  Extraordinary item. . . .         --           (11.65)         --             --            --    
                             ------------  ------------    -----------    -----------   ----------- 

  Net loss per
    Interest (b). . . . . .  $      (9.15)       (24.06)        (31.79)        (50.96)      (140.06)
                             ============  ============    ===========    ===========   =========== 

Total assets. . . . . . . .  $178,508,742   189,322,387    195,051,570    201,746,282   193,509,107 
Long-term debt. . . . . . .  $ 88,670,160    64,470,886     87,612,869     69,869,294    51,085,549 
Cash distributions 
  per Interest (c). . . . .  $      15.00         10.00          12.50          50.00         35.00 
                             ============  ============    ===========    ===========   =========== 

<FN>

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

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

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

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


<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1995


<CAPTION>

Property
--------

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

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

                                1991. . . . . .        96%                 $22.53
                                1992. . . . . .        87%                  25.11
                                1993. . . . . .        94%                  21.13
                                1994. . . . . .        95%                  24.84
                                1995. . . . . .        98%                  24.93
<FN>
                    (1) Average base rent per square foot is based on GLA occupied as of December 31 
                        of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                   Base Rent  Scheduled Lease  Lease
                    b)      Significant Tenants       Square Feet  Per Annum  Expiration Date  Renewal Option(s)
                            -------------------       -----------  ---------  ---------------  -----------------
<S>                 <C>     <C>                       <C>          <C>        <C>              <C>

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

</TABLE>


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

                                                                                Annualized        Percent of
                                             Number of        Approx. Total     Base Rent         Total 1995
                            Year Ending      Expiring         GLA of Expiring   of Expiring       Base Rent
                            December 31,     Leases           Leases (1)        Leases            Expiring
                            ------------     ---------        ---------------   -----------       ----------
<S>                 <C>     <C>              <C>              <C>               <C>               <C>
                              1996                7                13,900        $  327,700           3.7%
                              1997                3                12,100           271,600           3.1%
                              1998                7                19,700           458,200           5.2%
                              1999                7                13,200           381,600           4.3%
                              2000               12                24,300           760,400           8.6%
                              2001               10                13,500           649,400           7.4%
                              2002               11                22,200           871,400           9.9%
                              2003               11                32,900           848,800           9.7%
                              2004               16                44,000         1,734,500          19.7%
                              2005               21                52,600         1,921,600          21.8%
<FN>
                    (1)       Excludes leases that expire in 1996 for which renewal leases or leases with
replacement tenants have been executed as of March 25, 1996.
</TABLE>


<TABLE>
<CAPTION>

Property
--------

First Financial 
Plaza Office 
Building            a)      The net rentable area ("NRA") occupancy rate and average base rent per square foot as
of December 31 for each of the last five years were as follows:

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

                                1991. . . . . .        92%                 $29.49
                                1992. . . . . .        85%                  30.06
                                1993. . . . . .        85%                  30.90
                                1994. . . . . .        89%                  24.93
                                1995. . . . . .        89%                  25.61
<FN>
                    (1) Average base rent per square foot is based on NRA 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>

                            Pepperdine University     32,000       $928,000   12/1996          4/5 year
                            (University)
</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 First Financial Plaza Building:

                                                                                Annualized        Percent of
                                             Number of        Approx. Total     Base Rent         Total 1995
                            Year Ending      Expiring         NRA of Expiring   of Expiring       Base Rent
                            December 31,     Leases           Leases (1)        Leases            Expiring
                            ------------     ---------        ---------------   -----------       ----------
<S>                 <C>     <C>              <C>              <C>               <C>               <C>
                              1996               13                64,400        $1,763,300          34.2%
                              1997               15                47,500         1,485,400          28.8%
                              1998               13                33,700           832,500          16.2%
                              1999               11                23,400           519,000          10.1%
                              2000                6                20,600           467,500           9.1%
                              2001                5                18,600           461,000           8.9%
                              2002                3                17,700           422,500           8.2%
                              2003                2                34,500           877,000          17.0%
                              2004                2                11,800           302,800           5.9%
                              2005               --                 --                --              --  
<FN>
                    (1)       Excludes leases that expire in 1996 for which renewal leases or leases with
replacement tenants have been executed as of March 25, 1996.
</TABLE>


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

LIQUIDITY AND CAPITAL RESOURCES

     On August 23, 1985, the Partnership commenced an offering to the
public of $100,000,000, subject to increase by up to $150,000,000, pursuant
to a Registration Statement on Form S-11 under the Securities Act of 1933. 
On January 17, 1986, the initial and final closing of the offering was
consummated with the dealer manager of the public offering (an affiliate of
which is a limited partner of one of the Associate General Partners of the
Partnership), and 189,679 Interests were issued by the Partnership, from
which the Partnership received gross proceeds of $189,679,000.

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

     At December 31, 1995, the Partnership had cash and cash equivalents of
approximately $21,457,000.  Such funds are available for working capital
requirements including the Partnership's share of operating deficits at
First Financial, re-leasing costs and the funding of the Partnership's
share of re-leasing costs and capital improvements and repairs at the Park
Center Financial Plaza as discussed below.  The Partnership and its
consolidated ventures have currently budgeted in 1996 approximately
$2,304,000 for tenant improvements and other capital expenditures.  The
Partnership's share of such items and its share of similar items for its
unconsolidated ventures in 1996 is currently budgeted to be approximately
$3,476,000.  Actual amounts expended in 1996 may vary depending on a number
of factors including actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year.  Additionally, as more fully described in Notes 5 and
7, distributions to the General Partners have been deferred in accordance
with the subordination requirements of the partnership agreement.  The
source of capital for such items and for both short-term and long-term
future liquidity and distributions is expected to be through cash generated
by the Partnership's investment properties and through the sale of such
investments.  In such regard, reference is made to the Partnership's
property specific discussions below and also to the Partnership's
disclosure of certain property lease expirations in Item 6 above.  To the
extent that a property does not produce adequate amounts of cash to meet
its needs, the Partnership may withdraw funds from the working capital
reserve which it maintains.  The Partnership's and its ventures' mortgage
obligations are separate non-recourse loans secured individually by the
investment properties and are not obligations of the entire investment
portfolio.  The Partnership and its ventures are not personally liable for
the payment of the mortgage indebtedness.

     Occupancy at the 40 Broad Street property has remained at
approximately 77% during 1995.  Tenant leases representing 14% of the
property expire in 1996, not all of whom are expected to renew.  The
Partnership will continue its aggressive leasing program; however, the
downtown New York City market remains extremely competitive due to the
significant amount of space available primarily resulting from the layoffs,
cutbacks and consolidations by financial service companies and related
businesses which dominated this market.  In addition to competition for
tenants in the downtown market from other buildings in the area, there is
increasing competition from less expensive alternatives to downtown. 
Rental rates in the downtown market are currently at depressed levels and
this can be expected to continue for the foreseeable future while the
current vacant space is gradually absorbed.  Little, if any, new
construction is planned for downtown over the next few years.  It is
expected that the building will continue to be adversely affected by the
lower effective rental rates achieved upon re-leasing of existing leases
which expire over the next few years.  In addition, new leases will likely
require expenditures for lease commissions and tenant improvements prior to
tenant occupancy.  This decline in rental rates and the increase in re-
leasing time is expected to result in continued depressed cash flow from
operations over the near term with most of the cash flow produced being
required to fund the anticipated re-leasing costs for vacant space. 
Reference is made to Note 3(d) for a further discussion of the current
status of this investment property.

     During August 1994, San Jose received notification from the
Redevelopment Agency of the City of San Jose of its offer to purchase one
of the parking garage structures in the office building complex for an
approved Agency project for $4,090,000.  The price offered was deemed by
the Agency to be just compensation in compliance with applicable State and
Federal laws.  During 1995, the Agency filed a condemnation action in court
to secure their position in obtaining the garage pursuant to the laws of
eminent domain.  In late 1995, San Jose and the Agency reached a mutually
acceptable agreement on the transfer of the garage.  In March 1996, the
sale was consummated.  Under the transfer agreement, San Jose will receive
replacement parking spaces for its tenants in a near-by city-owned parking
structure for a term of fifty-five years in addition to the aforementioned
purchase price of $4,090,000.  San Jose will recognize a gain of
approximately $2,000,000 and $1,800,000, respectively, for financial
reporting and Federal income tax purposes in 1996, of which approximately
$1,000,000 and $900,000, respectively, will be allocable to the
Partnership.  Any distribution of such sale proceeds will be based upon the
working capital needs of the Partnership.

     In October 1995, San Jose elected to repay its mortgage obligations
(originally scheduled to mature in September 2000) securing the portion of
the complex on which the 100-130 Buildings are located as well as a portion
of the garage.  The outstanding principal balances, at the time of
repayment, were $2,418,722 of which the Partnership's share was $1,209,361.

Reference is made to Note 3(b).  After reviewing and analyzing San Jose's
potential options with regard to its investment in the 100-130 Park Center
Plaza portion of the complex, San Jose determined that it was in the best
interest of the venture to repay the mortgage obligations secured by this
portion of the complex.  Tenants occupying approximately 49,000 square feet
(approximately 11% of the buildings) of the Park Center Plaza investment
property have leases that expire in 1996, for which there can be no
assurance of renewals.  In addition, new leases will likely require
expenditures for lease commissions and tenant improvements prior to tenant
occupancy.  These anticipated costs upon re-leasing will result in a
decrease in cash flow from operations over the near term.  San Jose
notified the tenants in and invitees to the complex that some of the
buildings, particularly the 100-130 Park Center Plaza Buildings and the
garage below them, could pose a life safety hazard under certain unusually
intense earthquake conditions.  While the buildings and the garage were
designed to comply with the applicable codes for the period in which they
were constructed, and there is no legal requirement to upgrade the
buildings for seismic purposes, San Jose has worked with consultants to
analyze ways in which such a potential life safety hazard could be reduced.

In order to reduce any potential life safety hazard that may occur during
unusually intense earthquake conditions, San Jose is undergoing a voluntary
upgrade to the 130 Park Center Plaza building and the parking garage below
the 100-130 buildings for seismic purposes.  San Jose estimates the cost of
the structural upgrade to be $1,200,000 of which the Partnership's share is
$600,000 (included in the budgeted amounts above).  Such work began in
December 1995 and should be completed by mid 1996.

     San Jose made provisions for value impairment on the 100-130 Park
Center Plaza buildings, certain parking areas and the 170 Almaden building
of $944,335 in the aggregate.  Such provisions at September 30, 1994 were
recorded to reduce the net carrying values of these buildings to the then
outstanding balances of the related non-recourse financing.

     During December 1995, San Jose entered into a non-binding letter of
intent for the sale of the 190 San Fernando Building to an independent
third party.  In March 1996, the sale was consummated.  The sale price of
the building was $1,753,000, paid in cash at closing.  San Jose will
recognize a gain of approximately $772,000 for financial reporting purposes
in 1996, of which approximately $386,000 will be allocable to the
Partnership.  San Jose will recognize a loss of approximately $12,000 for
Federal income tax purposes in 1996 of which approximately $6,000 will be
allocable to the Partnership.  Any distribution of such sale proceeds will
be based upon the working capital needs of the Partnership.

     On January 17, 1994, an earthquake occurred in Los Angeles,
California.  The epicenter was located in the town of Northridge, which is
approximately six miles from Topanga Plaza Shopping Center.  Consequently,
significant portions of the mall, including the four major department
stores who own their own buildings, suffered some casualty damage. 
However, the approximate 360,000 square feet of mall shops owned by the
Topanga Partnership did not suffer major structural damage.  The estimated
costs at Topanga for which the joint venture was responsible was
approximately $11.9 million (which does not include costs associated with
the space taken back by Robinson-May as discussed below), of which
approximately $7.7 million was construction related.  The remaining amounts
represent lost revenues and various operating and administrative costs
incurred as a result of the earthquake.  The majority of these costs were
subject to recovery under the joint venture's earthquake insurance policy. 
The deductible on the earthquake casualty and business interruption
coverages was approximately $2.1 million which was funded by Topanga from
operations in 1995 and/or offset by other insurance recoveries as discussed
below.  As of the date of this report, Topanga has incurred substantially
all of the estimated $7.7 million of costs to repair the mall. 
Approximately $10.3 million of the $11.9 million of total costs has been
reimbursed through insurance proceeds.  Approximately $3.2 million of
additional insurance proceeds were collected as a final settlement during
the third quarter of 1995.  Such amount represents recoveries under the
joint venture's business interruption policy and is reflected as rental
income in the accompanying consolidated financial statements.  All of the
mall's 114 shops and the four major department stores are open.  Subsequent
to the earthquake, sales at the mall shops increased due to the greater
extent of damage at a nearby competing mall.  However, in August 1995, the
competing mall was re-opened.  The re-opening of this mall is expected to
have an adverse effect on Topanga's sales.  One department store at
Topanga, Robinson-May, had a portion of their store condemned by city
inspectors.  One consequence of this partial condemnation is that Robinson-
May took back the approximately 25,000 square feet of that store which had
been leased to the joint venture in 1990.  Pursuant to the terms of the
lease agreement with the joint venture, Robinson-May was allowed to
terminate the lease in the event there was substantial damage to its
existing store (as defined).  This is expected to represent the loss of
approximately $150,000 in annual net income from subleases of the eight
tenants which had subleased this space.  Topanga was insured in case of
such event and received, in July 1994, insurance proceeds in the amount of
$2,500,000 (net of the related deductible) for the cost of the unamortized
tenant improvements and the loss of rents related to this space.  As a
result of the termination of the leasehold for this space from Robinson-
May, Topanga wrote off, in 1994,  approximately $1.2 million of unamortized
leasehold improvements discussed above.  Topanga recorded, in 1994,  an
extraordinary loss of $2,889,000 (of which the Partnership's share was
approximately $1,676,000) which included Topanga's share of repair cost of
approximately $2.1 million, and approximately $789,000 of other costs.  The
earthquake did result in some adverse effect on the operations of the
center in early 1994.

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

     The Plaza Hermosa Shopping Center was developed with proceeds raised
through a municipal bond financing.  This financing was secured by a letter
of credit facility which was ultimately secured by a deed of trust on the
property.  In December 1994, upon expiration of the letter of credit
facility, the Partnership obtained a long-term replacement letter of credit
with a new lender and simultaneously retired the original bond financing
and issued new bonds to the existing bondholders in their original
aggregate amount of $6,400,000 (see Note 4).  The new letter of credit
expires in December 1997.  The new bond financing is due and payable upon
the expiration of the letter of credit.

     Occupancy at Plaza Hermosa at December 31, 1995 was approximately 93%.

However, included in the occupancy are tenants whose leases had expired in
1995 (approximately 14,000 square feet or 15% of the property) but remain
in the center and pay rent pursuant to their original lease terms. 
Relocation, renewal and/or replacement of such tenants has been deferred
pending the finalization of negotiations with a significant new tenant. 
However, finalization of negotiations regarding such new tenant or
renewals, relocation or replacement of such existing tenants cannot be
assured.  In addition, new leases will likely require expenditures for
lease commissions and tenant improvements prior to tenant occupancy.  These
anticipated costs upon re-leasing will result in a decrease in cash flow
from operations over the near term.  As a result of reduced projected cash
flow, the upcoming maturity of the letter of credit facility in 1997 and
the expected holding period of the property, there is uncertainty as to the
Partnership's ability to recover the net carrying value of the Plaza
Hermosa investment property through future operations or sale over its
revised expected holding period.  Therefore, the Partnership made a
provision for value impairment at September 30, 1995 of $5,500,000.  Such
provision reduced the net carrying value of the investment property to its
estimated fair value.  Reference is made to Note 2.

     At December 31, 1995, the First Financial Plaza office building is
approximately 89% occupied.  In July 1993, Mitsubishi vacated its
approximate 8,100 square feet prior to its lease expiration of January 1997
and continues to pay rent pursuant to its lease obligation.  Including the
Mitsubishi lease, the building is 93% leased as of the date of this report.

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

     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.  The
Partnership's share of such paydown was $2,500,000.  The amended loan has
an interest rate of 8.67% and a term of two years resulting in a maturity
date of November 1, 1997.  The new monthly installments of principal and
interest, based on a 23-year amortization, are $209,077.

     The First Financial office building appeared to have experienced only
minor cosmetic damage as a result of the January 17, 1994 Northridge
earthquake in southern California.  On February 22, 1995, the city council
of the city of Los Angeles passed an ordinance requiring certain buildings
(identified by building type and location) to perform testing on the welded
steel moment connections to determine if the earthquake had weakened such
joint weldings and to repair such joint weldings if weakness is detected. 
This property qualified for the testing under the ordinance, and therefore,
Encino retained a structural engineer to perform the testing.  Results of
the testing by the structural engineer indicated that some of the
building's joint weldings suffered damage which, in accordance with the
ordinance, were required to be repaired.  Encino's structural engineer
informed Encino that the damage detected did not pose a life safety risk
for the building's tenants.  All testing and repairs necessary to comply
with such ordinance were completed as of October 1995.  The total cost of
such testing and repairs was approximately $826,000 (of which the
Partnership's share was approximately $516,250).

     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 a provision for value impairment of such investment of
approximately $6,475,000, all of which was allocated to First Financial. 
The Partnership's share of such provision to First Financial was
approximately $4,047,000.  Such provision was recorded at December 31, 1994
to reduce the net carrying value of the investment property to its
estimated fair value.

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

     As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital.  All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate.  In an effort to reduce partnership operating expenses, the
Partnership expects to make semi-annual rather than quarterly distributions
of available operating cash flow commencing with the 1996 distributions. 
The Partnership has also sought or is seeking additional loan modifications
where appropriate.  By conserving working capital, the Partnership will be
in a better position to meet the future needs of its properties since the
availability of satisfactory outside sources of capital may be limited
given the portfolio's current debt levels.  Due to these factors, the
Partnership has held its remaining investment properties longer than
originally anticipated in an effort to maximize the return to the Limited
Partners.  However, after reviewing the remaining properties and the
marketplaces in which they operate, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable.  Therefore, the affairs of
the Partnership are expected to be wound up no later than December 31, 1999
(sooner if the properties are sold in the near term), barring unforeseen
economic developments.

RESULTS OF OPERATIONS

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

     The increase in rents and other receivables at December 31, 1995 as
compared to December 31, 1994 is primarily due to the timing of payment of
certain tenant receivables at First Financial.

     The increase in escrow deposits at December 31, 1995 as compared to
December 31, 1994 is primarily due to escrowing additional funds pursuant
to the terms of the letter of credit refinancing in December 1994 at Plaza
Hermosa, Note 2(b).

     The casualty insurance receivable balance at December 31, 1994
represents a portion of repair costs reimbursed through insurance proceeds
in 1995 at Topanga Plaza.  See Note 3(c).

     The decreases in land, buildings and improvements, and deferred
expenses at December 31, 1995 as compared to December 31, 1994 are
primarily due to the provision for value impairment of $5,500,000 recorded
at the Plaza Hermosa investment property at September 30, 1995 due to the
uncertainty of the Partnership's ability to recover the net carrying value
of the investment property through future operations or sale.  Reference is
made to Note 2(b).

     The increase in investment in unconsolidated ventures at December 31,
1995 as compared to December 31, 1994 is primarily due to the Partnership's
contribution of approximately $1,200,000 to San Jose for the retirement of
the loan secured by the 100-130 buildings.  See Note 3(b).

     The decrease in current portion of long-term debt and the increase in
long-term debt, less current portion at December 31, 1995 as compared to
December 31, 1994 is primarily due to the 1995 reclassification (due to
refinancing) of the loan securing First Financial Plaza from current
portion of long-term debt to long-term debt, less current portion.

     The decrease in accounts payable at December 31, 1995 as compared to
December 31, 1994 is primarily due to the payment in 1995 of certain
earthquake repair costs at Topanga Plaza and First Financial Plaza.

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

     The increase in accrued interest at December 31, 1995 as compared to
December 31, 1994 is primarily due to the mortgage payments being made one
month in arrears (in conformity to the loan schedule) at Topanga Plaza in
1995.

     The decrease in advances from venture partner as of December 31, 1995
as compared to December 31, 1994 is due to the repayment of such advances
to the venture partner at Topanga Plaza.  References is made to Note 3(c).

     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
receipt of insurance proceeds of approximately $3,200,000, in the third
quarter of 1995, relating to business interruption at Topanga Mall
following the earthquake in early 1994.  Reference is made to Note 3(c). 
The increase in rental income for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 is primarily due to
approximately $1,326,000 of insurance proceeds related to the lost rental
income due to the space taken back by Robinson-May at Topanga Plaza. This
increase is partially offset by 40 Broad Street achieving lower effective
rental rates upon renewals or upon re-leasing of space previously occupied
by tenants paying higher rental rates.

     The increases in interest income for the year ended December 31, 1995
as compared to the year ended December 31, 1994 and for the year ended
December 31, 1994 as compared to the year ended December 31, 1993 are
primarily due to higher effective yields earned on U.S. Government
obligations in 1995 and 1994.

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

     The increase in amortization of deferred expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is
primarily due to the capitalization of certain expenses including
refinancing costs at First Financial Plaza and Plaza Hermosa.  The increase
for the year ended December 31, 1994 as compared to the year ended December
31, 1993 is primarily due to the capitalization of certain expenses at
Topanga Plaza.

     The increases in general and administrative expenses for 1995 as
compared to 1994 and 1993 are primarily attributable to an increase in
reimbursable costs to affiliates of the General Partners in 1995 and the
recognition of certain additional prior year reimbursable costs to such
affiliates.  Reference is made to Note 7.

     The provision for value impairment for the year ended December 31,
1995 is due to the Partnership recording a provision for value impairment
of $5,500,000 at Plaza Hermosa at September 30, 1995.  (See Note 2.)  The
provision for value impairment for the year ended December 31, 1994 is due
to the Partnership recording a provision for value impairment of $6,475,138
at First Financial Plaza at December 31, 1994.  (See Note 3(e)).

     The increase in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1995 as compared to the year ended
December 31, 1994 is primarily due to a provision for value impairment
recorded at the San Jose investment property at September 30, 1994 of which
the Partnership's share was approximately $472,000.  The increase in
Partnership's share of operations of unconsolidated ventures for the year
ended December 31, 1994 as compared to the year ended December 31, 1993 is
primarily due to a provision for value impairment recorded at the San Jose
investment property at September 30, 1993 of which the Partnership's share
was approximately $7,775,000, partially offset by the provision for value
impairment recorded at the San Jose investment property at September 30,
1994 of which the Partnership's share was approximately $472,000.  See Note
3(b).

     Venture partners' share of consolidated ventures' operations before
extraordinary item decreased for the year ended December 31, 1995 as
compared to December 31, 1994 primarily due to the value impairment
recorded at First Financial Plaza in 1994 in addition to the receipt of
insurance proceeds of approximately $3,200,000 in 1995 relating to business
interruption at Topanga Plaza partially offset by the receipt of insurance
proceeds in 1994 related to space taken back by Robinson-May at Topanga
Plaza.  Venture partners' share of consolidated ventures' operations before
extraordinary item increased for the year ended December 31, 1994 as
compared to the year ended December 31, 1993 primarily due to the value
impairment recorded at First Financial Plaza partially offset by the
venture partners' share of insurance proceeds related to space taken back
by Robinson-May at Topanga Plaza.  See Note 3(c).

     The extraordinary item for the year ended December 31, 1994 is due to
the earthquake damage at Topanga Plaza and First Financial Plaza.  See Note
3(c) and 3(e) respectively.

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 on
operating earnings if the properties remain substantially occupied.  In
addition, substantially all 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. - XII
                          (A LIMITED PARTNERSHIP)
                         AND CONSOLIDATED VENTURES

                                   INDEX


Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1995 and 1994

Consolidated Statements of Operations, years ended December 31, 1995, 
  1994 and 1993

Consolidated Statements of Partners' Capital Accounts, years ended 
  December 31, 1995, 1994 and 1993

Consolidated Statements of Cash Flows, years ended December 31, 1995, 
  1994 and 1993

Notes to Consolidated Financial Statements


                                                             Schedule     
                                                             --------     

Consolidated Real Estate and Accumulated Depreciation           III       


Schedules not filed:

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











                       INDEPENDENT AUDITORS' REPORT


The Partners
JMB INCOME PROPERTIES, LTD. - XII:

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

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

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - XII and consolidated ventures at December 31,
1995 and 1994, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1995, 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.






                                       KPMG PEAT MARWICK LLP              



Chicago, Illinois
March 25, 1996



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

                                           CONSOLIDATED BALANCE SHEETS

                                           DECEMBER 31, 1995 AND 1994

                                                     ASSETS
                                                     ------
<CAPTION>
                                                                                1995              1994    
                                                                            ------------      ----------- 
<S>                                                                        <C>               <C>          
Current assets:
  Cash and cash equivalents (note 1). . . . . . . . . . . . . . . . . .     $ 21,456,552        8,222,359 
  Short-term investments (note 1) . . . . . . . . . . . . . . . . . . .            --          14,176,812 
  Rents and other receivables, net of allowance for 
    doubtful accounts of $784,652 in 1995 and 
    $925,820 in 1994. . . . . . . . . . . . . . . . . . . . . . . . . .        2,542,548        2,162,206 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .          260,164          226,598 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .          900,561          708,332 
  Casualty insurance receivable (note 3(c)) . . . . . . . . . . . . . .            --             853,000 
                                                                            ------------      ----------- 

          Total current assets. . . . . . . . . . . . . . . . . . . . .       25,159,825       26,349,307 
                                                                            ------------      ----------- 

Investment properties, at cost (notes 2, 3 and 4) - Schedule III:
  Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       20,494,992       22,425,036 
  Buildings and improvements. . . . . . . . . . . . . . . . . . . . . .      168,635,413      170,873,378 
                                                                            ------------      ----------- 

                                                                             189,130,405      193,298,414 
  Less accumulated depreciation . . . . . . . . . . . . . . . . . . . .       52,390,756       46,792,110 
                                                                            ------------      ----------- 

          Total investment properties, 
            net of accumulated depreciation . . . . . . . . . . . . . .      136,739,649      146,506,304 

Investment in unconsolidated ventures, at equity (notes 1, 3 and 8) . .        6,412,066        5,719,465 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .        7,639,146        8,340,547 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . .        2,558,056        2,406,764 
                                                                            ------------      ----------- 

                                                                            $178,508,742      189,322,387 
                                                                            ============      =========== 

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

                                                                                1995              1994    
                                                                            ------------      ----------- 
Current liabilities:
  Current portion of long-term debt (note 4). . . . . . . . . . . . . .     $    746,306       29,539,123 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .        2,038,017        3,840,636 
  Construction costs payable. . . . . . . . . . . . . . . . . . . . . .            --             342,324 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . .          510,622           22,496 
  Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . .           23,320           64,806 
                                                                            ------------      ----------- 
          Total current liabilities . . . . . . . . . . . . . . . . . .        3,318,265       33,809,385 

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . .          492,214          509,493 
Long-term debt, less current portion (note 4) . . . . . . . . . . . . .       88,670,160       64,470,886 
Advances from venture partner (note 3(c)) . . . . . . . . . . . . . . .            --             435,000 
                                                                            ------------      ----------- 
Commitments and contingencies (notes 3 and 7)

          Total liabilities . . . . . . . . . . . . . . . . . . . . . .       92,480,639       99,224,764 

Venture partners' subordinated equity in ventures (note 3). . . . . . .       22,041,429       21,616,287 
Partners' capital accounts (notes 1 and 5):
  General partners:
      Capital contributions . . . . . . . . . . . . . . . . . . . . . .           11,123           11,123 
      Cumulative net earnings . . . . . . . . . . . . . . . . . . . . .          769,195          669,602 
                                                                            ------------      ----------- 
                                                                                 780,318          680,725 
                                                                            ------------      ----------- 
  Limited partners (189,684 interests):
      Capital contributions, net of offering costs. . . . . . . . . . .      171,306,452      171,306,452 
      Cumulative net loss . . . . . . . . . . . . . . . . . . . . . . .      (30,082,749)     (28,347,981)
      Cumulative cash distributions . . . . . . . . . . . . . . . . . .      (78,017,347)     (75,157,860)
                                                                            ------------      ----------- 
                                                                              63,206,356       67,800,611 
                                                                            ------------      ----------- 
          Total partners' capital accounts. . . . . . . . . . . . . . .       63,986,674       68,481,336 
                                                                            ------------      ----------- 
                                                                            $178,508,742      189,322,387 
                                                                            ============      =========== 
<FN>
                          See accompanying notes to consolidated financial statements.
</TABLE>


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

                                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
                                                              1995             1994              1993     
                                                          ------------     ------------      ------------ 
<S>                                                      <C>              <C>               <C>           
Income:
  Rental income . . . . . . . . . . . . . . . . . . .      $32,608,714       30,166,883        29,224,716 
  Interest income . . . . . . . . . . . . . . . . . .        1,331,792          985,333           831,059 
                                                           -----------      -----------       ----------- 
                                                            33,940,506       31,152,216        30,055,775 
                                                           -----------      -----------       ----------- 
Expenses:
  Mortgage and other interest . . . . . . . . . . . .        8,991,027        9,075,692         9,137,379 
  Depreciation. . . . . . . . . . . . . . . . . . . .        5,598,646        5,640,425         5,739,255 
  Property operating expenses . . . . . . . . . . . .       12,602,194       13,695,140        14,074,577 
  Professional services . . . . . . . . . . . . . . .          333,970          244,951           307,769 
  Amortization of deferred expenses . . . . . . . . .        1,263,041        1,117,672           787,304 
  General and administrative. . . . . . . . . . . . .          427,735          280,016           222,884 
  Provision for value impairment (note 2) . . . . . .        5,500,000        6,475,138             --    
                                                           -----------      -----------       ----------- 
                                                            34,716,613       36,529,034        30,269,168 
                                                           -----------      -----------       ----------- 
          Operating loss. . . . . . . . . . . . . . .         (776,107)      (5,376,818)         (213,393)
Partnership's share of earnings (loss) from
  operations of unconsolidated ventures 
  (notes 1, 3 and 8). . . . . . . . . . . . . . . . .          709,164          441,700        (6,610,269)
Venture partners' share of consolidated ventures' 
  operations before extraordinary item 
  (notes 1 and 3) . . . . . . . . . . . . . . . . . .       (1,568,232)       2,699,777           785,684 
                                                           -----------      -----------       ----------- 
          Net operating loss before
            extraordinary item. . . . . . . . . . . .       (1,635,175)      (2,235,341)       (6,037,978)
Extraordinary item (net of venture partners'
  share of $1,588,537) (note 3(c)). . . . . . . . . .            --          (2,300,838)            --    
                                                           -----------      -----------       ----------- 
          Net loss. . . . . . . . . . . . . . . . . .      $(1,635,175)      (4,536,179)       (6,037,978)
                                                           ===========      ===========       =========== 
Net loss per limited partnership interest 
 (note 1):
   Net operating loss . . . . . . . . . . . . . . . .      $     (9.15)          (12.41)           (31.79)
   Extraordinary item . . . . . . . . . . . . . . . .            --              (11.65)            --    
                                                           -----------      -----------       ----------- 
          Net loss per limited partnership 
            interest (note 1) . . . . . . . . . . . .      $     (9.15)          (24.06)           (31.79)
                                                           ===========      ===========       =========== 































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


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

                                 CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS

                                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


<CAPTION>
                                 GENERAL PARTNERS                             LIMITED PARTNERS (189,684 INTERESTS)
               --------------------------------------------------    ---------------------------------------------------
                                                                      CONTRI- 
                                                                      BUTIONS 
                             NET                                      NET OF         NET    
                CONTRI-    EARNINGS      CASH                        OFFERING     EARNINGS       CASH     
                BUTIONS     (LOSS)   DISTRIBUTIONS      TOTAL         COSTS        (LOSS)    DISTRIBUTIONS    TOTAL   
                -------   ---------- -------------   -----------   -----------   ----------  ------------- -----------
<S>            <C>       <C>        <C>             <C>           <C>           <C>          <C>          <C>         
Balance at 
 December 31, 
 1992 . . . . . $11,123      650,900         --         662,023   171,306,452   (17,755,122)  (70,868,630) 82,682,700 
Cash distri-
 butions
 ($12.50 per 
 limited 
 partnership 
 interest). . .    --          --            --           --            --            --       (2,382,905) (2,382,905)
Net loss 
 (note 5) . . .    --         (8,270)        --          (8,270)        --       (6,029,708)       --      (6,029,708)
                -------    ---------      -------      --------   -----------   -----------   ----------- ----------- 
Balance at 
 December 31, 
 1993 . . . . .  11,123      642,630         --         653,753   171,306,452   (23,784,830)  (73,251,535) 74,270,087 
Cash distri-
 butions
 ($10 per 
 limited 
 partnership 
 interest). . .    --          --            --           --            --            --       (1,906,325) (1,906,325)
Net earnings
 (loss)
 (note 5) . . .    --         26,972         --          26,972         --       (4,563,151)        --     (4,563,151)
                -------      -------      -------       -------   -----------   -----------   -----------  ---------- 
Balance at 
 December 31, 
 1994 . . . . .  11,123      669,602         --         680,725   171,306,452   (28,347,981)  (75,157,860) 67,800,611 
Cash distri-
 butions
 ($15 per 
 limited 
 partnership 
 interest). . .   --            --           --            --           --             --      (2,859,487) (2,859,487)
Net loss
 (note 5) . . .   --          99,593         --          99,593         --       (1,734,768)        --     (1,734,768)
                -------      -------      -------       -------   -----------   -----------   -----------  ---------- 
Balance at 
 December 31, 
 1995 . . . . . $11,123      769,195         --         780,318   171,306,452   (30,082,749)  (78,017,347) 63,206,356 
                =======      =======      =======       =======   ===========   ===========   ===========  ========== 




















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


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

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
                                                               1995            1994               1993    
                                                           -----------      -----------       ----------- 
<S>                                                       <C>              <C>               <C>          
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . .      $(1,635,175)      (4,536,179)       (6,037,978)
  Items not requiring (providing) cash or 
   cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . .        5,598,646        5,640,425         5,739,255 
    Amortization of deferred expenses . . . . . . . .        1,263,041        1,117,672           787,304 
    Partnership's share of operations of 
      unconsolidated venture. . . . . . . . . . . . .         (709,164)        (441,700)        6,610,269 
    Venture partners' share of 
      ventures' operations and
      extraordinary item. . . . . . . . . . . . . . .        1,568,232       (4,288,314)         (785,684)
    Provision for value impairment (notes 2(b)
      and 3(e)) . . . . . . . . . . . . . . . . . . .        5,500,000        6,475,138             --    
    Write-off of assets . . . . . . . . . . . . . . .            --           1,174,125             --    
    Extraordinary item, net of insurance
      recoveries of $1,174,125. . . . . . . . . . . .            --           3,889,375             --    
  Changes in:
    Rents and other receivables . . . . . . . . . . .         (380,342)        (836,355)         (445,506)
    Prepaid expenses. . . . . . . . . . . . . . . . .          (33,566)          41,120           (44,925)
    Escrow deposits . . . . . . . . . . . . . . . . .         (192,229)         685,195          (368,796)
    Casualty insurance receivable . . . . . . . . . .          853,000         (853,000)             --   
    Accrued rents receivable. . . . . . . . . . . . .         (151,292)        (757,729)          (98,080)
    Accounts payable. . . . . . . . . . . . . . . . .       (1,802,619)        (318,280)           39,427 
    Accrued interest  . . . . . . . . . . . . . . . .          488,126           22,496          (160,105)
    Unearned rents. . . . . . . . . . . . . . . . . .          (41,486)          47,003           (16,198)
    Tenant security deposits. . . . . . . . . . . . .          (17,279)          99,261            33,372 
                                                           -----------      -----------       ----------- 
          Net cash provided by 
            operating activities. . . . . . . . . . .       10,307,893        7,160,253         5,252,355 
                                                           -----------      -----------       ----------- 
Cash flows from investing activities:
  Net sales and maturities (purchases) 
    of short-term investments . . . . . . . . . . . .       14,176,812        7,789,504        (2,308,024)
  Additions to investment properties, 
    net of related payables and, in 1994,
    net of insurance recoveries of $6,647,000 . . . .       (1,658,644)      (2,908,722)      (10,071,938)
  Partnership's distributions from 
    unconsolidated ventures . . . . . . . . . . . . .        1,250,000            --            1,000,000 
  Partnership's contributions to 
    unconsolidated ventures . . . . . . . . . . . . .       (1,233,437)      (1,557,469)            --    
  Payment of deferred expenses. . . . . . . . . . . .         (577,311)      (1,480,284)       (1,428,355)
                                                           -----------      -----------       ----------- 
          Net cash provided by (used in) 
            investing activities. . . . . . . . . . .       11,957,420        1,843,029       (12,808,317)
                                                           -----------      -----------       ----------- 
Cash flows from financing activities:
  Principal payments on long-term debt. . . . . . . .       (4,593,543)        (575,431)         (421,223)
  Decrease in other long-term 
    liabilities . . . . . . . . . . . . . . . . . . .            --               --           (9,650,000)
  Proceeds from refinancings of debt (note 4(b)). . .            --               --           18,400,000 
  Advances from venture partners. . . . . . . . . . .         (435,000)        (300,000)          735,000 
  Venture partners' contributions to venture. . . . .        1,580,310          604,973           150,126 
  Distributions to venture partners . . . . . . . . .       (2,723,400)         (75,000)         (135,000)
  Distributions to limited partners . . . . . . . . .       (2,859,487)      (1,906,325)       (2,382,905)
                                                           -----------      -----------       ----------- 
          Net cash provided by (used in) 
            financing activities. . . . . . . . . . .       (9,031,120)      (2,251,783)        6,695,998 
                                                           -----------      -----------       ----------- 
          Net increase (decrease) in cash 
            and cash equivalents. . . . . . . . . . .       13,234,193        6,751,499          (859,964)
          Cash and cash equivalents,
            beginning of year . . . . . . . . . . . .        8,222,359        1,470,860         2,330,824 
                                                           -----------      -----------       ----------- 
          Cash and cash equivalents, end of year. . .      $21,456,552        8,222,359         1,470,860 
                                                           ===========      ===========       =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . .      $ 8,502,901        9,053,196         9,297,484 
                                                           ===========      ===========       =========== 
Non-cash investing and financing activities:
   Change in accounts payable . . . . . . . . . . . .      $     --           3,189,483             --    
   Change in accounts receivable. . . . . . . . . . .            --             699,892             --    
                                                           -----------      -----------       ----------- 
     Total extraordinary item-earthquake damage at 
       Topanga Mall and First Financial Plaza
       (note 3(c) and 3(e), respectively) . . . . . .      $     --           3,889,375             --    
                                                           ===========      ===========       =========== 































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


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

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


(1)  OPERATIONS AND BASIS OF ACCOUNTING

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

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

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


<TABLE>
<CAPTION>
                                                      1995                                1994            
                                                     -------------------------------------------------------------
                                                            TAX BASIS  
                                          GAAP BASIS       (Unaudited)       GAAP BASIS         TAX BASIS 
                                         ------------      -----------      ------------       -----------
<S>                                     <C>               <C>              <C>                <C>         
Total assets. . . . . . . . . . . . .    $178,508,742      119,118,630      189,322,387       123,709,895 
Partners' capital accounts 
  (deficits) (note 5):
    General partners. . . . . . . . .         780,318       (1,143,498)         680,725        (1,073,088)
    Limited partners. . . . . . . . .      63,206,356      113,755,473       67,800,611       118,304,795 
Net earnings (loss) (note 5):
    General partners. . . . . . . . .          99,593          (70,410)          26,972          (145,025)
    Limited partners. . . . . . . . .      (1,734,768)      (1,689,836)      (4,563,151)       (3,480,611)
Net loss per limited
  partnership interest. . . . . . . .     $     (9.15)           (8.91)          (24.06)           (18.35)
                                          ===========      ===========      ===========       =========== 
</TABLE>


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

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

     Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. 
Partnership distributions from its unconsolidated ventures are considered
cash flow from operating activities to the extent of the Partnership's
cumulative share of net earnings.  In addition, the Partnership records
amounts held in U.S. Government obligations at cost, which approximates
market.  For the purposes of these financial statements, the Partnership's
policy is to consider all such amounts held with original maturities of
three months or less ($18,402,684 and $4,529,080 at December 31, 1995 and
1994, respectively) as cash equivalents with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.

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

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

     Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires all
entities to disclose the SFAS 107 value of all financial assets and
liabilities for which it is practicable to estimate.  Value is defined in
the Statement as the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale.  The Partnership believes the carrying amount of its
financial instruments classified as current assets and liabilities
(excluding current portion of long-term debt) approximates SFAS 107 value
due to the relatively short maturity of these instruments.  There is no
quoted market value available for any of the Partnership's other
instruments.  The debt, with a carrying balance of $89,416,466, has been
calculated to have an SFAS 107 value of $96,884,656 by discounting the
scheduled loan payments to maturity.  Due to restrictions on
transferability and prepayment and the inability to obtain comparable
financing due to current levels of debt, previously modified debt terms or
other property specific competitive conditions, the Partnership would be
unable to refinance these properties to obtain such calculated debt amounts
reported.  (See note 4.)  The Partnership has no other significant
financial instruments.

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


(2)  INVESTMENT PROPERTIES

     (a)  General

     The Partnership has acquired, either directly or through joint
ventures (see note 3), three shopping centers, two office buildings and an
office complex.  The Partnership sold its interest in the Mid Rivers Mall
in St. Louis, Missouri in January 1992.  All of the remaining properties
were in operation at December 31, 1995.  The cost of the investment
properties represents the total cost to the Partnership or its consolidated
ventures plus miscellaneous acquisition costs.

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

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

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

     During March 1995, Statement of Financial Accounting Standards No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" was issued.  SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets to be held and used whenever their carrying value cannot be
fully recovered through estimated undiscounted future cash flows from
operations and sale.  The amount of the impairment loss to be recognized
would be the difference between the long-lived asset's carrying value and
the asset's estimated fair value.  Any long-lived assets identified as "to
be disposed of" would no longer be depreciated.  Adjustments for impairment
loss would be made in each period as necessary to report these assets at
the lower of carrying value and 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 would be no
assurance that any estimated fair value of these assets would ultimately be
obtained by the Partnership in any future sale or disposition transaction.

     Under the current impairment policy, provisions for value impairment
are recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale are less
than the property's net carrying value.  The amount of any such impairment
loss recognized by the Partnership is limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness.  An impairment loss under SFAS 121 would be
determined without regard to the nature or the balance of such non-recourse
indebtedness.  Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain (comprised of gain on extinguishment of debt and gain or loss on
sale or disposition of property) for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.

     The Partnership will adopt SFAS 121 as required in the first quarter
of 1996.  Based upon the Partnership's current assessment of the full
impact of adopting SFAS 121, it is not anticipated that any significant
additional provisions for value impairment would be required for the
properties owned by the Partnership or by the Partnership's unconsolidated
venture in the first period of implementation of SFAS 121.  In addition,
upon the disposition of an impaired property, the Partnership would
generally recognize more net gain for financial reporting purposes under
SFAS 121 than it would have under the Partnership's current impairment
policy, without regard to the amount, if any, of cash proceeds received by
the Partnership in connection with the disposition.  Although
implementation of this new accounting statement could significantly impact
the Partnership's reported earnings, there would be no impact on cash
flows.  Further, any such impairment loss would not be recognized for
Federal income tax purposes.

     Certain investment properties are pledged as security for the long-
term debt, for which there is no recourse to the Partnership, as described
in note 4.

     (b)  Plaza Hermosa Shopping Center

     During September 1986, the Partnership acquired a multi-building
neighborhood shopping center in Hermosa Beach, California.  The
Partnership's purchase price for the shopping center was $18,290,000, of
which $11,890,000 was paid in cash at closing.  The balance of the purchase
price was represented by bond financing in the amount of $6,400,000 (see
note 4(c).

     Occupancy at Plaza Hermosa at December 31, 1995 was approximately 93%.

However, included in the occupancy are tenants whose leases had expired in
1995 (approximately 14,000 square feet or 15% of the property) but remain
in the center and pay rent pursuant to their original lease terms. 
Although the Partnership has received indications that some of these
tenants will renew, there can be no assurance that such renewals will take
place.  In addition, new leases will likely require expenditures for lease
commissions and tenant improvements prior to tenant occupancy.  These
anticipated costs upon re-leasing will result in a decrease in cash flow
from operations over the near-term.  As a result of reduced projected cash
flows, the upcoming maturity of the letter of credit facility in 1997 (note
4(c)) and the expected holding period of the property, there is uncertainty
as to the Partnership's ability to recover the net carrying value of the
Plaza Hermosa investment property through future operations or sale over
its revised expected holding period.  Therefore, the Partnership made a
provision for value impairment at September 30, 1995 of $5,500,000.  Such
provision reduced the net carrying value of the investment property to its
estimated fair value.

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


(3)  VENTURE AGREEMENTS

     (a)  General

     The Partnership at December 31, 1995 is a party to four operating
venture agreements and has made capital contributions to the respective
ventures as discussed below.  Under certain circumstances, either pursuant
to the venture agreements or due to the Partnership's obligations as a
general partner, the Partnership may be required to make additional cash
contributions to the ventures.

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

     (b)  San Jose

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

     In September 1986, San Jose obtained a mortgage loan in the amount of
$25,000,000 secured by the 150 Almaden and 185 Park Avenue buildings and
certain parking areas.  Due to the scheduled maturity of the loan, San
Jose, during the fourth quarter of 1994, finalized a loan extension and
modification with the mortgage lender.  The refinancing resulted in the
1994 partial paydown of the outstanding principal balance in the amount of
$2.5 million.

     The property was managed by an affiliate of the General Partners of
the Partnership for a fee calculated as 3% of gross receipts until December
1994 when the affiliated property manager sold substantially all of its
assets and assigned its interests in its management contracts to an
unaffiliated third party.

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

     During August 1994, San Jose received notification from the
Redevelopment Agency of the City of San Jose of its offer to purchase one
of the parking garage structures in the office building complex, for an
approved Agency project, for $4,090,000.  The price offered was deemed by
the Agency to be just compensation in compliance with applicable State and
Federal laws.  During 1995, the Agency filed a condemnation action in court
to secure their position in obtaining the garage pursuant to the laws of
eminent domain.  In late 1995, San Jose and the Agency reached a mutually
acceptable agreement on the transfer of the garage.  In March 1996, the
sale was consummated.  Under the transfer agreement, San Jose will receive
replacement parking spaces for its tenants in a near-by city-owned parking
structure for a term of fifty-five years in addition to the aforementioned
purchase price of $4,090,000.  San Jose will recognize a gain of
approximately $2,000,000 and $1,800,000, respectively, for financial
reporting and Federal income tax purposes in 1996, of which $1,000,000 and
$900,000, respectively, will be allocable to the Partnership.

     In October 1995, San Jose elected to repay the mortgage obligations
(originally scheduled to mature in September 2000) securing the portion of
the complex on which the 100-130 Buildings are located as well as a portion
of the garage.  The outstanding principal balances, at the time of
repayment, were $2,418,722 of which the Partnership's share was $1,209,361.

After reviewing and analyzing San Jose's potential options with regard to
its investment in the 100-130 Park Center Plaza portion of the complex, San
Jose determined that it was in the best interest of the venture to repay
the mortgage obligations secured by this portion of the complex.  Tenants
occupying approximately 49,000 square feet (approximately 11% of the
buildings) of the Park Center Plaza investment property have leases that
expire in 1996, for which there can be no assurance of renewals.  New
leases will likely require expenditures for lease commissions and tenant
improvements prior to tenant occupancy which would result in a decrease in
cash flow from operations over the near-term.  San Jose notified the
tenants in and invitees to the Park Center Plaza complex that some of the
buildings, particularly the 100-130 Park Center Plaza Buildings and the
garage below them, could pose a life safety hazard under certain unusually
intense earthquake conditions.  While the buildings and the garage were
designed to comply with the applicable codes for the period in which they
were constructed, and there is no legal requirement to upgrade the
buildings for seismic purposes, San Jose has worked with consultants to
analyze ways in which such a potential life safety hazard could be reduced.

In order to reduce any potential life safety hazard that may occur during
unusually intense earthquake conditions, San Jose is undergoing a voluntary
upgrade to the 130 Park Center Plaza building and the parking garage below
the 100-130 buildings for seismic purposes.  San Jose estimates the cost of
the structural upgrade to be $1,200,000 of which the Partnership's share is
$600,000.  Such work began in December 1995 and should be completed by mid
1996.

     San Jose made provisions for value impairment on the 100-130 Park
Center Plaza buildings and certain parking areas and the 170 Almaden
building of $944,335 in the aggregate.  Such provisions at September 30,
1994 were recorded to reduce the net carrying values of these buildings to
the then outstanding balances of the related non-recourse financing. 
Additionally, at September 30, 1993, San Jose recorded a provision for
value impairment on the 150 Almaden and 185 Park Avenue buildings and
certain parking areas of $15,549,935 to reduce the net carrying value of
these buildings to the then outstanding balance of related non-recourse
financing.

     During December 1995, San Jose entered into a non-binding letter of
intent for the sale of the 190 San Fernando Building to an independent
third party.  In March 1996, the sale was consummated.  The sale price of
the building was $1,753,000, paid in cash at closing.  San Jose will
recognize a gain of approximately $772,000 for financial reporting purposes
in 1996, of which approximately $386,000 will be allocable to the
Partnership.  San Jose will recognize a loss of approximately $12,000 for
Federal income tax purposes in 1996 of which approximately $6,000 will be
allocable to the Partnership.

    (c)  Topanga

     In December 1985, the Partnership acquired a 58% interest in Topanga
Plaza in the Woodland Hills area of Los Angeles, California.  The aggregate
purchase price for the Partnership's interest in the venture was
approximately $25,263,000, which was paid in cash at closing.  Under the
terms of the joint venture agreement, the Partnership generally will be
allocated or distributed 58% of profits and losses, cash flow from
operations and sale or refinancing proceeds. 

     On January 17, 1994, an earthquake occurred in Los Angeles,
California.  The epicenter was located in the town of Northridge, which is
approximately six miles from Topanga Plaza Shopping Center.  Consequently,
significant portions of the mall, including the four major department
stores who own their own buildings, suffered some casualty damage. 
However, the approximate 360,000 square feet of mall shops owned by the
Topanga Partnership did not suffer major structural damage.  The estimated
costs at Topanga for which the joint venture was responsible was
approximately $11.9  million (which does not include costs associated with
the space taken back by Robinson-May as discussed below), of which
approximately $7.7 million was construction related.  The remaining amounts
represent lost revenues and various operating and administrative costs
incurred as a result of the earthquake.  The majority of these costs were
subject to recovery under the joint venture's earthquake insurance policy. 
The deductible on the earthquake casualty and business interruption
coverages was approximately $2.1 million which was funded by Topanga from
operations in 1995  and/or offset by other insurance recoveries as
discussed below.  As of the date of this report, Topanga has incurred
substantially all of the estimated $7.7 million of costs to repair the
mall.  Approximately, $10.3 million of the $11.9 million of total costs has
been reimbursed through insurance proceeds.  Approximately $3.2 million of
additional insurance proceeds were collected as a final settlement during
the third quarter of 1995.  Such amount represents recoveries under the
joint venture's business interruption policy and is reflected as rental
income in the accompanying consolidated financial statements.  All of the
mall's 114 shops and the four major department stores are open.  Subsequent
to the earthquake, sales at the mall shops increased due to the greater
extent of damage at a nearby competing mall.  However, in August 1995, the
competing mall was re-opened.  The re-opening of this mall is expected to
have an adverse effect on Topanga's sales.  One department store at
Topanga, Robinson-May, had a portion of their store condemned by city
inspectors in 1994.  One consequence of this partial condemnation is that
Robinson-May took back in 1994 the approximately 25,000 square feet of that
store which had been leased to the joint venture in 1990.  Pursuant to the
terms of the lease agreement with the joint venture, Robinson-May was
allowed to terminate the lease in the event there was substantial damage to
its existing store (as defined).  This is expected to represent the loss of
approximately $150,000 in annual net income from subleases of the eight
tenants which had subleased this space.  Topanga was insured in case of
such event and received, in July 1994, insurance proceeds in the amount of
$2,500,000 (net of the related deductible) for the cost of the unamortized
tenant improvements and the loss of rents related to this space.  As a
result of the termination of the leasehold for this space from Robinson-
May, Topanga wrote off, in 1994, approximately $1.2 million of unamortized
leasehold improvements discussed above.  Topanga recorded in 1994, an
extraordinary loss of $2,889,000 (of which the Partnership's share was
approximately $1,676,000) which included Topanga's share of repair cost of
approximately $2.1 million, and approximately $789,000 of other costs. The
earthquake did result in some adverse effect on the operations of the
center in early 1994.

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

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

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

     (d)  Broad Street

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

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

     Until December 1994, the property was managed by an affiliate of the
General Partners of the Partnership for a fee calculated as 2% of gross
receipts of the property (see note 7).

     (e)  First Financial

     In 1987, the Partnership, through First Financial, a joint venture
with JMB Income Properties, Ltd.-XIII (a partnership sponsored by an
affiliate of the Managing General Partner "JMB-XIII"), acquired an interest
in a general partnership ("Encino") with an affiliate of the developer
("Venture Partner") which owns an office building in Encino (Los Angeles),
California.  First Financial is obligated to make an initial investment in
the aggregate amount of $49,850,000 of which approximately $49,812,000 of
such contributions have been made to Encino.  First Financial does not
anticipate further increasing its initial cash investment in Encino.

     The Encino partnership agreement generally provides that First
Financial is 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 is to be split equally between First
Financial and the Venture Partner.  Pepperdine University, under its tenant
lease, is 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 have
been allocated to First Financial in 1994 and 1993.

     The Encino partnership agreement also generally provides that net sale
proceeds and net refinancing proceeds (as defined), after any amounts due
to Pepperdine University pursuant to its tenant lease, are to be
distributed:  first, to First Financial in an amount equal to its
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 Venture Partner in an amount equal to $600,000; any remaining
proceeds are to be split equally between First Financial and the Venture
Partner.

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

     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 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, is approximately $20,000,000, of which
the Partnership's share is approximately $12,500,000.

     The first mortgage loan on the property matured November 1, 1995. 
Effective November 1, 1995, Encino and the existing lender amended and
restated the existing mortgage loan.  The new principal balance of the
amended note at November 1, 1995 was $24,970,148.  This amount was
comprised of the then outstanding principal portion of $28,970,148 on the
original $30,000,000 note less a required $4,000,000 principal paydown by
Encino, all of which was advanced by First Financial at closing of which
the Partnership's share of such paydown was $2,500,000.  The amended loan
has an interest rate of 8.67% and a term of two years resulting in a
maturity date of November 1, 1997.  The new monthly installments of
principal and interest, based on a 23-year amortization, are $209,077.

     In order to finalize the loan extension described above, the
Partnership and its affiliated partner advanced approximately $4.1 million
(approximately $2.5 million by the Partnership) to the joint venture to
fund the required principal paydown and related loan fees.  A capital call
has been made on the unaffiliated joint venture partner for its share of
the total required amount; however, the unaffiliated joint venture partner
has indicated that it does not intend to fund its required share.  The
Partnership and its affiliated partner are in discussions with the
unaffiliated partner and have reached an agreement in principle to settle
this dispute through a modification of the joint venture agreement.  There
can be no assurance that a modification of the joint venture agreement will
be reached.  Should a modification of the joint venture agreement not be
reached, the Partnership and its affiliated partner will pursue all rights
and remedies available under the joint venture agreement.

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

     As previously reported, the First Financial office building appeared
to have experienced only minor cosmetic damage as a result of the January
17, 1994 Northridge earthquake in southern California.  On February 22,
1995, the city council of the city of Los Angeles passed an ordinance
requiring certain buildings (identified by building type and location) to
perform testing on the welded steel moment connections to determine if the
earthquake had weakened such joint weldings and to repair such joint
weldings if weakness is detected.  This property qualified for the testing
under the ordinance, and therefore, Encino retained a structural engineer
to perform the testing.  Results of the testing by the structural engineer
indicated that some of the building's joint weldings suffered damage which,
in accordance with the ordinance, were required to be repaired.  Encino's
structural engineer informed Encino that the damage detected did not pose a
life safety risk for the building's tenants.  All testing and repairs
necessary to comply with such ordinance were completed as of October 1995. 
The total cost of such testing and repairs was approximately $826,000 (of
which the Partnership's share was approximately $516,250).

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


(4)  LONG-TERM DEBT

     (a)  Long-term debt consists of the following at December 31, 1995 and
1994:
                                              1995             1994   
                                          -----------      -----------
10-1/8% mortgage note secured by 
 the Topanga Plaza shopping center 
 in Los Angeles, California; payable 
 in monthly installments of principal 
 and interest of $523,225 through 
 January 2002  when the remaining 
 balance is due and payable, 
 see note 4(b). . . . . . . . . . .       $58,103,860       58,448,865

Floating rate bond financing 
 (certificates), secured by the 
 Plaza Hermosa Shopping Center 
 in Hermosa Beach, California; 
 the certificates bear interest 
 based on a floating rate which is 
 adjustable weekly (as defined), 
 with a maximum interest rate of 
 12%, interest only is payable 
 monthly through December 2023 
 when the entire outstanding 
 balance is due and payable, 
 note 4(c). . . . . . . . . . . . .         6,400,000        6,400,000

8.67% mortgage note, secured 
 by the First Financial Plaza 
 Office Building; payable in 
 monthly installments of 
 principal and interest of 
 $209,077 through November 
 1997 when the remaining 
 balance is due and payable . . . .        24,912,606       29,161,144
                                          -----------      -----------
          Total debt. . . . . . . .        89,416,466       94,010,009
          Less current portion 
            of long-term debt . . .           746,306       29,539,123
                                          -----------      -----------
          Total long-term debt. . .       $88,670,160       64,470,886
                                          ===========      ===========

     (b)  Topanga

     In January 1992, the Partnership and its joint venture partner
finalized the refinancing of the existing mortgage notes at Topanga Plaza
with replacement financing from the existing mortgage holder.  The
aggregate loan amount of $59,000,000 was funded $26,600,000 in 1992 and
$32,400,000 in 1993 to repay advances by an affiliate of the venture
partner, to return to the Partnership prior contributions used to fund
previous costs incurred relating to fire, life and safety regulations and
certain releasing costs, to paydown interim lines of credit used for
certain renovation costs and operational capital expenditures, to fund
additional renovation costs and to refinance the remaining portion of the
existing mortgage upon its maturity in June 1993.  The Topanga joint
venture had funded certain renovation costs through a line of credit
bearing interest at 10.125% with various maturity dates.  The line of
credit had a balance of $9,650,000 at December 31, 1992 and was paid in
1993 by the additional loan funding discussed above.

     (c)  Plaza Hermosa Shopping Center

     A portion of the initial purchase price of the property was
represented by bond financing of $6,400,000.  This financing was secured by
a letter of credit facility which was ultimately secured by a deed of trust
on the property.  In December 1994, upon expiration of the letter of
credit, the Partnership obtained a long-term replacement letter of credit
with a new lender and simultaneously retired the original bond financing
and issued new bonds to the existing bondholders in their aggregate amount
of $6,400,000.  The new letter of credit expires in December 1997.  The new
bond financing is due and payable upon the new expiration date of the
letter of credit.

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

                     1996 . . . . . . . . . .      $   746,306
                     1997 . . . . . . . . . .       25,039,433
                     1998 . . . . . . . . . .          507,202
                     1999 . . . . . . . . . .          561,008
                     2000 . . . . . . . . . .          620,521
                                                   ===========


(5)  PARTNERSHIP AGREEMENT

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

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

     The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership amounts equal to the cumulative deferrals of any portion of
their 10% cash distribution and 2-1/2% of the selling price, and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners. 
However, the Limited Partners shall receive 100% of such net sale proceeds
until the Limited Partners (i) have received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership, (ii) have received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equal a
6% annual return on the Limited Partners' average capital investment for
each year (their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) commencing with the second
fiscal quarter of 1986 and (iii) have received cash distributions of sale
and refinancing proceeds and of the Partnership's operations, in an amount
equal to the Limited Partners' initial capital investment in the
Partnership plus a 10% annual return on the Limited Partners' average
capital investment.  Accordingly, approximately $773,000 of sale proceeds
from the sale of the Partnership's interest in Mid Rivers Mall has been
deferred by the General Partners.


(6)  LEASES

     At December 31, 1995, the Partnership and its consolidated ventures'
principal assets are two shopping centers and two office buildings.  The
Partnership has determined that all leases relating to these properties are
properly classified as operating leases; therefore, rental income is
reported when earned and the cost of the properties, excluding the cost of
the land, is depreciated over the estimated useful lives.  Leases with
tenants range in term from month-to-month to twenty-five years and provide
for fixed minimum rent and partial reimbursement of operating costs.  In
addition, leases with shopping center tenants provide for additional rent
based upon percentages of tenants' sales volumes.   With respect to the
Partnership's shopping center investments, a substantial portion of the
ability of retail tenants to honor their leases is dependent on the retail
economic sector.

     Cost and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1995:

          Office Buildings:
            Cost. . . . . . . . . . . . . . . . . .  $ 68,084,657 
            Accumulated depreciation. . . . . . . .    25,098,404 
                                                     ------------ 
                                                       42,986,253 
                                                     ------------ 
          Shopping Centers:
            Cost. . . . . . . . . . . . . . . . . .   121,045,748 
            Accumulated depreciation. . . . . . . .    27,292,352 
                                                     ------------ 
                                                       93,753,396 
                                                     ------------ 
                                                     $136,739,649 
                                                     ============ 

     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:

          1996. . . . . . . . . . . . . . . . . . .  $ 20,669,237 
          1997. . . . . . . . . . . . . . . . . . .    19,423,331 
          1998. . . . . . . . . . . . . . . . . . .    18,494,161 
          1999. . . . . . . . . . . . . . . . . . .    17,445,959 
          2000. . . . . . . . . . . . . . . . . . .    15,607,560 
          Thereafter. . . . . . . . . . . . . . . .    61,663,368 
                                                     ------------ 
              Total . . . . . . . . . . . . . . . .  $153,303,616 
                                                     ============ 

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

          1993. . . . . . . . . . . . . . . . . . .      $427,809 
          1994. . . . . . . . . . . . . . . . . . .       662,271 
          1995. . . . . . . . . . . . . . . . . . .       438,733 
                                                         ======== 


(7)  TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Managing General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments.  Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of December 31, 1995, 1994 and 1993 are as follows:



<TABLE>

<CAPTION>
                                                                                               UNPAID AT  
                                                                                              DECEMBER 31,
                                                  1995           1994            1993            1995     
                                                --------       --------        --------     --------------
<S>                                            <C>            <C>             <C>          <C>            
Property management and 
  leasing fees. . . . . . . . . . . . .         $ 67,422        184,881         221,843              --   
Insurance commissions . . . . . . . . .           75,330         74,228          84,976              --   
Reimbursement (at cost) for
  accounting services . . . . . . . . .           90,577         70,947          70,349              --   
Reimbursement (at cost) for
  portfolio management
  services. . . . . . . . . . . . . . .           38,217         31,466           --                 --   
Reimbursement (at cost) for
  legal services. . . . . . . . . . . .            4,222         11,445           2,212              --   
Reimbursement (at cost) for
  administrative charges and
  other out-of-pocket expenses. . . . .          170,348          6,516          19,682           60,381  
                                                --------       --------        --------           ------  

                                                $446,116        379,483         399,062           60,381  
                                                ========       ========        ========           ======  
<FN>

     The above table reflects that during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $93,972 that had not previously been reimbursed.

</TABLE>



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

     In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred receipt of their distri-
butions (see note 5) of net cash flow from the Partnership.  The cumulative
amount of such deferred distributions aggregated $7,784,297 at December 31,
1995.  These amounts or amounts currently payable do not bear interest and
may be paid in future periods.

     Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by, and partially reimbursed to, affiliates of the General Partners.  Use
of such third parties is not expected to have a material effect on the
operations of the Partnership.

     The Topanga venture has incurred approximately $61,000 and $131,000 of
interest costs relating to affiliated venture partner advances (note 3(c))
in 1994 and 1993, respectively, all of which was paid to an affiliate of
the former venture partner as of December 31, 1995.


(8)  INVESTMENT IN UNCONSOLIDATED VENTURE

     Summary of financial information for San Jose as of and for the years
ended December 31, 1995 and 1994 is as follows:

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

Current assets. . . . . . . . . . .     $  5,155,489        5,966,024 
Current liabilities . . . . . . . .         (323,044)        (996,677)
                                        ------------     ------------ 
      Working capital . . . . . . .        4,832,445        4,969,347 
Investment property, net. . . . . .       30,955,893       31,913,782 
Other assets, net . . . . . . . . .          874,007          866,256 
Long-term debt. . . . . . . . . . .      (23,431,863)     (25,880,881)
Other liabilities . . . . . . . . .          (48,870)         (72,093)
Venture partners' equity. . . . . .       (6,769,546)      (6,076,946)
                                        ------------     ------------ 
      Partnership's capital . . . .     $  6,412,066        5,719,465 
                                        ============     ============ 
Represented by:
  Invested capital. . . . . . . . .     $ 48,767,680       47,534,243 
  Cumulative distributions. . . . .      (21,902,500)     (20,652,500)
  Cumulative loss . . . . . . . . .      (20,453,114)     (21,162,278)
                                        ------------     ------------ 
                                        $  6,412,066        5,719,465 
                                        ============     ============ 
Total income. . . . . . . . . . . .     $  9,182,446        9,270,819 
                                        ============     ============ 
Expenses applicable to operating 
  income. . . . . . . . . . . . . .     $  7,764,118        8,387,418 
                                        ============     ============ 
Net earnings. . . . . . . . . . . .     $  1,418,328          883,401 
                                        ============     ============ 

     Reference is made to note 3(b) regarding the provision for value
impairment of $944,335 which was recorded in 1994 by the San Jose joint
venture.

    Total income, expenses related to operating earnings, and net loss for
the above-mentioned venture for the year ended December 31, 1993 were
$10,369,335, $23,589,873 and $13,220,538, respectively.


(9)  SUBSEQUENT EVENT

     (a)  Distributions

     In February 1996, the Partnership paid a distribution of $476,581
($2.50 per Interest) to the Limited Partners.

     (b)  San Jose

     During December 1995, San Jose entered into a non-binding letter of
intent for the sale of the 190 San Fernando Building to an independent
third party.  In March 1996, the sale was consummated.  The sale price of
the building was $1,753,000, paid in cash at closing.  San Jose will
recognize a gain of approximately $772,000 for financial reporting purposes
in 1996, of which approximately $386,000 will be allocable to the
Partnership.  San Jose will recognize a loss of approximately $12,000 for
Federal income tax purposes in 1996 of which approximately $6,000 will be
allocable to the Partnership.

     In March 1996, the Redevelopment Agency of the City of San Jose,
pursuant to the laws of eminent domain, purchased one of the parking garage
structures in the San Jose office complex for $4,090,000.  San Jose will
recognize a gain of approximately $2,000,000 and $1,800,000, respectively,
for financial reporting and Federal income tax purposes in 1996, of which
approximately $1,000,000 and $900,000, respectively, will be allocable to
the Partnership. (See Note 3(b)).



<TABLE>

                                                                                               SCHEDULE III     
                                        JMB INCOME PROPERTIES, LTD. - XII
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1995

<CAPTION>

                                                            COSTS     
                                                         CAPITALIZED  
                                 INITIAL COST TO          SUBSEQUENT             GROSS AMOUNT AT WHICH CARRIED  
                                 PARTNERSHIP (A)       TO ACQUISITION                AT CLOSE OF PERIOD (B)     
                            -------------------------   --------------      ------------------------------------
                                          BUILDINGS       BUILDINGS                     BUILDINGS               
                                            AND             AND                            AND                  
               ENCUMBRANCE      LAND     IMPROVEMENTS  IMPROVEMENTS(D)        LAND     IMPROVEMENTS    TOTAL (E)
               -----------   ----------- ------------   --------------     ----------  ------------  -----------
<S>           <C>           <C>         <C>             <C>               <C>         <C>           <C>         
SHOPPING 
 CENTERS:
Los Angeles, 
 California 
 (C). . . . .  $58,103,860     8,506,014   54,714,281      44,751,810       8,506,014    99,466,091  107,972,105
Hermosa 
 Beach, 
 California .    6,400,000     5,106,570   13,131,181      (3,234,064)      3,176,526     9,897,117   13,073,643

OFFICE 
 BUILDINGS:
New York, 
 New York 
 (C). . . . .        --       13,201,780   55,095,008     (32,985,379)      1,765,194    22,109,629   23,874,823
Encino, 
 California 
 (C). . . . .   24,912,606     7,696,474   38,089,122        (926,546)      7,047,258    37,162,576   44,209,834
               -----------    ----------  -----------     -----------      ----------   -----------  -----------

    Total . .  $89,416,466    34,510,838  161,029,592       7,605,821      20,494,992   168,635,413  189,130,405
               ===========    ==========  ===========     ===========      ==========   ===========  ===========

</TABLE>


<TABLE>
                                                                                   SCHEDULE III - CONTINUED     
                                        JMB INCOME PROPERTIES, LTD. - XII
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1995


<CAPTION>
                                                                                     LIFE ON WHICH
                                                                                     DEPRECIATION 
                                                                                      IN LATEST   
                                                                                     STATEMENT OF        1995   
                                     ACCUMULATED            DATE OF       DATE        OPERATIONS     REAL ESTATE
                                    DEPRECIATION(F)      CONSTRUCTION   ACQUIRED     IS COMPUTED        TAXES   
                                   ----------------      ------------  ----------  ---------------   -----------
<S>                               <C>                   <C>           <C>         <C>               <C>         
SHOPPING CENTERS:
 Los Angeles, 
  California (C). . . . . . . . . . .  $23,234,564           1964        12/31/85       5-30 years       704,690
 Hermosa Beach, 
   California . . . . . . . . . . . .    4,057,788           1985        09/03/86       5-30 years       104,246

OFFICE BUILDINGS:
 New York, 
  New York (C). . . . . . . . . . . .   14,168,538           1983        12/31/85       5-30 years     1,774,192
 Encino, 
  California (C). . . . . . . . . . .   10,929,866           1986        05/20/87       5-30 years       493,718
                                       -----------                                                    ----------

    Total . . . . . . . . . . . . . .  $52,390,756                                                     3,076,846
                                       ===========                                                    ==========
<FN>
------------------

Notes:
     (A)  The initial cost to the Partnership represents the original purchase price of the properties, including
amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
     (B)  The aggregate cost of real estate owned at December 31, 1995 for Federal income tax purposes was
$217,926,535.
     (C)  Properties owned and operated by joint venture; see Note 3.
     (D)  In 1994, the affiliated joint venture recorded provisions for value impairment totaling $6,475,138
(which included a reduction in deferred costs of $37,299) at First Financial Plaza; see Note 3(e).  In 1995, the
Partnership recorded a provision for value impairment totaling $5,500,000 (which included a reduction in deferred
costs of $15,671) at Plaza Hermosa; see Note 2(b).

</TABLE>


<TABLE>                                                                            SCHEDULE III - CONTINUED     
                                        JMB INCOME PROPERTIES, LTD. - XII
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURES
                              CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                DECEMBER 31, 1995


(E)   Reconciliation of real estate owned:

<CAPTION>
                                                                1995             1994              1993    
                                                            ------------     ------------     ------------ 
      <S>                                                  <C>              <C>              <C>           
      Balance at beginning of period. . . . . . . . . .     $193,298,414      199,493,970      196,088,700 
      Additions during period . . . . . . . . . . . . .        1,316,320        2,401,281        3,608,394 
      Sale or disposal during period. . . . . . . . . .            --          (4,401,376)        (203,124)
      Provision for value impairment. . . . . . . . . .       (5,484,329)      (4,195,461)           --    
                                                            ------------      -----------      ----------- 

      Balance at end of period. . . . . . . . . . . . .     $189,130,405      193,298,414      199,493,970 
                                                            ============      ===========      =========== 

(F)   Reconciliation of accumulated depreciation:
      
      Balance at beginning of period. . . . . . . . . .     $ 46,792,110       41,724,753       36,188,622 
      Depreciation expense. . . . . . . . . . . . . . .        5,598,646        5,640,425        5,739,255 
      Sale or disposal during period. . . . . . . . . .            --            (313,240)        (203,124)
      Provision for value impairment. . . . . . . . . .            --            (259,828)           --    
                                                            ------------      -----------      ----------- 

      Balance at end of period. . . . . . . . . . . . .     $ 52,390,756       46,792,110       41,724,753 
                                                            ============      ===========      =========== 

</TABLE>


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

     There were no changes of or disagreements with accountants during 1994
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 and directors and members of their families.  JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property must be approved by the
Associate General Partner of the Partnership, ABPP Associates, L.P.  
Effective December 31, 1995, ABPP Associates, L.P. acquired the general
partnership interest in the Partnership of the Associate General Partner,
Income Associates-XII, L.P., (which constituted substantially all of the
assets of Income Associates-XII, L.P.).  ABPP Associates, L.P., an Illinois
limited partnership, with JMB as its sole general partner, continues as the
Associate General Partner.  The Associate General Partner shall be directed
by a majority in interest of its limited partners (who are generally
officers, directors and affiliates of JMB or its affiliates) as to whether
to provide its approval of any sale of real property (or any interest
therein) 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            Executive Vice President        1/02/87
                           Chief Executive Officer         8/01/93
Glenn E. Emig              Executive Vice President        1/01/93
                           Chief Operating Officer         1/01/95
Gary Nickele               Executive Vice President        1/01/92
                           General Counsel                 2/27/84
Gailen J. Hull             Senior Vice President           6/01/88
Howard Kogen               Senior Vice President           1/02/86
                           Treasurer                       1/01/91

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 5, 1996.  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 5,
1996.  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-X ("Carlyle-X"),
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. ("Mortgage Partners"), JMB Mortgage Partners,
Ltd.-II ("Mortgage Partners-II") and 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.-IX ("JMB Income-IX"), JMB Income Properties, Ltd.-X
("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI") and JMB
Income Properties, Ltd.-XIII ("JMB Income-XIII").  JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships.  Most of the foregoing directors and officers are also
officer and/or directors of various affiliated companies of Arvida/JMB
Managers, Inc. (the general partner Arvida/JMB Partners, L.P. ("Arvida")),
Arvida/JMB Managers-II, Inc. (the general partner Arvida/JMB Partners,
L.P.-II ("Arvida-II")) and Income Growth Managers, Inc. (the corporate
general partner of IDS/JMB Balanced Income Growth, Ltd. ("IDS/BIG")).  Most
of such directors and officers are also partners of certain partnerships
which are associate general partners in the following real estate limited
partnerships:  Carlyle-VII, Carlyle-IX, Carlyle-X, Carlyle-XI, Carlyle-XII,
Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB
Income-VI, JMB Income-VII, JMB Income-IX, JMB Income-X, JMB Income-XI, JMB
Income-XIII, Mortgage Partners, Mortgage Partners-II, 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 58) 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.,
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 58) 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 Urban Shopping Centers, Inc., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers.  He is a member of the
Bar of the State of Illinois and a Certified Public Accountant.

     Burton E. Glazov (age 57) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990. 
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.

     Stuart C. Nathan (age 54) 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 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

     John G. Schreiber (age 49) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990.  Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business.  He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P.  Since 1994, Mr. Schreiber has also
served as a trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties.  Mr.
Schreiber is also a director of Urban Shopping Centers, Inc., an affiliate
of JMB that is a real estate investment trust in the business of owning,
managing and developing shopping centers.  He is also 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 46) 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 48) 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 43) 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 47) 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 60) has been associated with JMB since March, 1973. 
He is a Certified Public Accountant.


ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The General Partners of
the Partnership are entitled to receive a share of cash distributions, when
and as cash distributions are made to the Investors, and a share of profits
or losses.  Reference is also made to Notes 5 and 7 for a description of
such transactions, distributions and allocations.  No such cash
distributions were paid to the General Partners in 1995, 1994 and 1993.

     An affiliate of the Managing General Partner provided property
management services to the Partnership for 1995 for the Plaza Hermosa
Shopping Center in Hermosa Beach, California at a fee calculated at 4% of
the gross receipts of the property and to the 40 Broad Street office
building in New York, New York until December 1994 (see Note 7) at a fee
calculated at 2% of the gross receipts of the property.  In 1995, such
affiliate earned property management and leasing fees amounting to $67,422
all of which were paid at December 31, 1995.  As set forth in the
Prospectus of the Partnership, the Managing General Partner must negotiate
such agreements on terms no less favorable to the Partnership than those
customarily charged for similar services in the relevant geographical area
and such agreements must be terminable by either party thereto, without
penalty, upon 60 days' notice.

     The General Partners of the Partnership may be reimbursed for their
salary-related and direct expenses relating to the administration of the
Partnership and the operation of the Partnership's real property
investments.  In 1995, the Managing General Partner received reimbursement
for such expenses and salaries in the amount of $303,364 of which $60,381
was unpaid at December 31, 1995.  The Managing General Partner received no
disbursement agent and data processing fees in 1995.

     JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner of the Partnership, earned and received insurance brokerage
commissions in 1995 aggregating $75,330 in connection with the providing of
insurance coverage for the real property investments of the Partnership. 
Such commissions are at rates set by insurance companies for the classes of
coverage involved.

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



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

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

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

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

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

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

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

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


</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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



                                  PART IV

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


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

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

              2.   Exhibits.

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

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

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

                   4-B.  Amended and restated mortgage loan agreement
between First Financial and The Prudential Insurance Company of America
dated November 21, 1995 relating to First Financial Plaza in Encino,
California is filed herewith.

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

                   4-D.  Letter of credit agreement between JMB Income
Properties, Ltd-XII and Dresdner Bank AG dated November 15, 1994 relating
to the letter of credit extension at Plaza Hermosa is hereby incorporated
herein by reference to Exhibit 4-D of the Partnership's Report on Form 10-K
for December 31, 1994 (File No. 0-16108) dated March 27, 1995.

                   4-E.  Mortgage loan agreement, Amended and Restated
Deed of Trust, Security Agreement with assignment of Rents and Fixture
Filing and Real Estate tax escrow and Security Agreement between San Jose
and Connecticut General Life Insurance Co. dated November 30, 1994 is
hereby incorporated herein by reference to Exhibit 4-E to the Partnership's
Report on Form 10-K for December 31, 1994 (File No. 0-16108) dated March
27, 1995.

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

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

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

                   21.   List of Subsidiaries

                   24.   Powers of Attorney

                   27.   Financial Data Schedule

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

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

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

         No annual report or proxy material for 1995 has been sent to the
Partners of the Partnership.  An annual report will be sent to the Partners
subsequent to this filing.



                                SIGNATURES

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

                  JMB INCOME PROPERTIES, LTD. - XII

                  By:     JMB Realty Corporation
                          Managing General Partner


                          GAILEN J. HULL
                  By:     Gailen J. Hull
                          Senior Vice President
                  Date:   March 25, 1996

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

                  By:     JMB Realty Corporation
                          Managing General Partner

                          JUDD D. MALKIN*
                  By:     Judd D. Malkin, Chairman and 
                          Chief Financial Officer
                  Date:   March 25, 1996

                          NEIL G. BLUHM*
                  By:     Neil G. Bluhm, President and Director
                  Date:   March 25, 1996

                          H. RIGEL BARBER*
                  By:     H. Rigel Barber, Chief Executive Officer
                  Date:   March 25, 1996

                          GLENN E. EMIG*
                  By:     Glenn E. Emig, Chief Operating Officer
                  Date:   March 25, 1996


                          GAILEN J. HULL
                  By:     Gailen J. Hull, Senior Vice President
                          Principal Accounting Officer
                  Date:   March 25, 1996

                          A. LEE SACKS*
                  By:     A. Lee Sacks, Director
                  Date:   March 25, 1996

                  By:     STUART C. NATHAN*
                          Stuart C. Nathan, Executive Vice President
                            and Director
                  Date:   March 25, 1996


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


                          GAILEN J. HULL
                  By:     Gailen J. Hull, Attorney-in-Fact
                  Date:   March 25, 1996


                     JMB INCOME PROPERTIES, LTD. - XII

                               EXHIBIT INDEX



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

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

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

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

4-B.       Mortgage loan agreement related to 
           First Financial Plaza                           No        

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

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

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

10-A.      Acquisition documents related to 
           Topanga Plaza                                   Yes       

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

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

21.        List of Subsidiaries                             No       

24.        Powers of Attorney                               No       

27.        Financial Data Schedule                          No