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                      Commission file number 2-79095      
ended December 31, 1995


                          JMB MORTGAGE PARTNERS, LTD.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


       Illinois                                 36-3198533                   
(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 nonaffiliates
of the registrant.  Not applicable.

Documents incorporated by reference:  None








                               TABLE OF CONTENTS


                                                               Page
                                                               ----
PART I

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

Item 2.       Properties . . . . . . . . . . . . . . . . . . .    5

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

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

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

Item 8.       Financial Statements and 
              Supplementary Data . . . . . . . . . . . . . . .   16

Item 9.       Changes in and Disagreements 
              with Accountants on Accounting and 
              Financial Disclosure . . . . . . . . . . . . . .   41

PART III

Item 10.      Directors and Executive Officers 
              of the Partnership . . . . . . . . . . . . . . .   41

Item 11.      Executive Compensation . . . . . . . . . . . . .   44

Item 12.      Security Ownership of Certain 
              Beneficial Owners and Management . . . . . . . .   46

Item 13.      Certain Relationships and 
              Related Transactions . . . . . . . . . . . . . .   47

PART IV

Item 14.      Exhibits, Financial Statement Schedules, 
              and Reports on Form 8-K. . . . . . . . . . . . .   47


SIGNATURES     . . . . . . . . . . . . . . . . . . . . . . . .   49















                                       i

                                    PART I

ITEM 1.  BUSINESS

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

     The registrant, JMB Mortgage Partners, Ltd. (the "Partnership"), is a
limited partnership formed in 1982 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to make first
mortgage loans and senior land purchase-leasebacks/leasehold mortgage loans
and, to a lesser extent, wrap-around and junior mortgage loans and land
purchase-leaseback arrangements on a subordinated basis.  On December 3,
1982, the Partnership commenced an offering of $40,000,000 (subject to
increase by up to $25,000,000) in Limited Partnership interests (the
"Interests") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 2-79095).  A total of 39,690
Interests were sold to the public at an offering price of $1,000 per
Interest before certain discounts for volume purchases.  The holders of
32,912 Interests were admitted to the Partnership during the fiscal year
ended October 31, 1983; the holders of 6,778 Interests were admitted to the
Partnership in the following fiscal year.  The offering of Interests
terminated on December 31, 1983 (except in the states of Illinois,
Pennsylvania and Texas, where the offering terminated on December 2, 1983).

No Limited Partner has made any additional capital contribution after such
date.  The Limited Partners of the Partnership share in their portion of
the benefits of ownership of the Partnership's mortgage investments
according to the number of Interests held.

     The Partnership is engaged solely in the business of investing in real
estate, principally residential garden apartment complexes and commercial
properties, through participating first mortgage loans and certain other
mortgage investments.  The Partnership's current investments are located in
the State of Illinois and the Partnership has no 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 December
31, 2032.  The Partnership is self-liquidating in nature.  At repayment or
maturity of a particular mortgage investment or at sale of a particular
property acquired as a result of a non-performing loan, the net proceeds,
if any, are generally distributed or reinvested in existing mortgage
investments or properties held rather than invested in acquiring additional
mortgage investments.  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 as soon as it is feasibly possible, barring any
unforeseen economic developments.  (Reference is also made to Note 1.)

     The Partnership has made real estate 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                   SIZE        PURCHASE   CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP 
----------------------          ----------     --------   ----------------------         ---------------------
<S>                            <C>            <C>        <C>                             <C>
1. Pineapple Place
    Apartments
    Dallas, Texas. . . .         256 units      9-13-84           8-3-94                 Participating first
                                                                                         mortgage loan (c)(e)

2. Lincoln Park  
    Apartments
    Phoenix,
    Arizona. . . . . . .         332 units      4-9-84            2-5-87                 Participating first
                                                                                         mortgage loan (b)

3. Oak Court of 
    Westmont
    Shopping Center
    Illinois . . . . . .          31,000        1-18-85             9%                   Participating first
                                  sq.ft.                                                 mortgage loan

4. Ocean Technology 
    Park Office 
    Building
    Middletown,
    Rhode Island . . . .          45,000        8-13-85          12-16-94                Participating first
                                  sq.ft.                                                 mortgage loan (d)(e)

5. Spring Hill 
    Fashion Center
    shopping center
    West Dundee,
    Illinois . . . . . .          125,000       2-18-86             18%                  Participating first
                                  sq.ft.                                                 mortgage loan (f)


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

  (a) The computation of this percentage for real estate investments 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) The participating first mortgage loan secured by this property has
been repaid.

  (c) Reference is made to Notes 2(a) and 4(a) for a description of the
events resulting in the Partnership obtaining legal title to this property
in November 1989.

  (d) Reference is made to Notes 2(b) and 4(c) for a description of the
events resulting in the Partnership obtaining legal title to this property
in December 1990.

  (e) This property has been sold.  Reference is made to Note 5 for a
description of the sale of this real property investment.

  (f) Reference is made to Notes 2(c) and 4(d) for a description of the
events resulting in the Partnership obtaining legal title to this property
in May 1995.

</TABLE>


     The Partnership's commitments for mortgage investments were made in
fiscal years 1983, 1984, 1985 and 1986.  The Partnership's funding a
participating first mortgage loan secured by the Pineapple Place Apartments
in Dallas, Texas and a description of the events resulting in the
Partnership obtaining legal title to the Pineapple Place Apartments in
November 1989 is described in Note 4(a) and Note 2(a), respectively.  The
Partnership's funding of a participating first mortgage loan secured by the
Oak Court of Westmont Shopping Center in Westmont, Illinois is described in
Note 4(b). The Partnership's funding of a participating first mortgage loan
secured by the Ocean Technology Park Office Building in Middletown, Rhode
Island and a description of the events resulting in the Partnership
obtaining legal title to the Ocean Technology Park Office Building in
December 1990 is described in Note 4(c) and Note 2(b), respectively.  The
Partnership's funding of a participating first mortgage loan secured by the
Spring Hill Fashion Center shopping center in West Dundee, Illinois and the
subsequent acquisition of title to this property by the Partnership and its
participating affiliated lenders is described in Note 4(d) and Note 2(c),
respectively.

     The property securing the Partnership's remaining mortgage investment
and the Spring Hill investment 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 properties are in competition for
new tenants due to significant vacancies which are present in the local
market.   Reference is made to Item 7 below for a discussion of competitive
conditions and future plans for the property securing the Partnership's
remaining mortgage investment and the Spring Hill property.  Approximate
occupancy levels for the Partnership's current and formerly owned
properties are set forth in the table in Item 2 below to which reference is
hereby made.   In the opinion of the Corporate General Partner of the
Partnership, the property securing the Partnership's remaining mortgage
investment and the Spring Hill property at December 31, 1995 are adequately
insured.

     The Partnership has no employees.

     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.



<TABLE>

ITEM 2.  PROPERTIES

     The Partnership has made real estate investments in the five properties referred to under Item 1 above, to
which reference is hereby made for a description of such investments.

     The following is a listing of the principal business or occupation carried on in and approximate occupancy
levels by quarter during fiscal years 1995 and 1994 for the Partnership's owned or reflected as owned investment
property during 1995:

<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>   
Spring Hill
  Fashion Center
  Shopping Center
  West Dundee,
  Illinois . . . . . . . . . . .  Retail                  N/A    N/A    N/A     N/A   94%*    94%    92%     75%

<FN>
_______________

     An N/A indicates that the property was not owned or reflected as owned by the Partnership at the end of the 
quarter.

     *  Reference is made to Note 2(c) for a discussion of the presentation of this property as owned at March 31,
1995 although title did not transfer to the Partnership pursuant to a deed in lieu of foreclosure until May 1995.

</TABLE>


ITEM 3.  LEGAL PROCEEDINGS

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


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

     There were no matters submitted to a vote of security holders during
fiscal years 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 5,313 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 Corporate General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests.  The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
investor.

     There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirements that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Corporate 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 Corporate
General Partner has been received by the Corporate 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 each 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 such distribution is made.

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








<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA

                                               JMB MORTGAGE PARTNERS, LTD.
                                                 (A LIMITED PARTNERSHIP)

                                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 . . . . . . . .  $  1,567,512       2,056,527      2,963,381       2,696,006      2,966,048 
                              ============    ============   ============    ============   ============ 
Operating earnings 
 (loss). . . . . . . . . . .  $    486,067         439,752        (45,355)       (236,818)      (755,517)
Venture partners'
 share of venture's
 operations (notes 1
 and 2(c)) . . . . . . . . .      (260,214)          --             --              --             --    
                              ------------    ------------   ------------    ------------   ------------ 
Net operating 
  earnings (loss). . . . . .       225,853         439,752        (43,355)       (236,818)      (755,517)
Gain on sale of in-
 vestment properties
 (note 5). . . . . . . . . .         --            775,633          --               --            --    
                              ------------    ------------   ------------    ------------   ------------ 
      Net earnings 
        (loss) . . . . . . .  $    225,853       1,215,385        (45,355)       (236,818)      (755,517)
                              ============    ============   ============    ============   ============ 
Net earnings (loss) 
 per interest (b):
   Net operating 
    earnings (loss). . . . .  $       5.30           10.21          (1.11)          (5.79)        (18.46)
   Gain on sale of 
    investment 
    properties . . . . . . .         --              19.35          --              --             --    
                              ------------    ------------   ------------    ------------   ------------ 
      Net earnings 
       (loss) per 
       interest. . . . . . .  $       5.30           29.56          (1.11)          (5.79)        (18.46)
                              ============    ============   ============    ============   ============ 
Total assets . . . . . . . .  $ 13,389,571      10,714,298     18,131,445      19,735,612     21,559,707 
                              ============    ============   ============    ============   ============ 
Cash distributions 
 per interest (c). . . . . .  $      32.50          208.00          34.00           34.00          34.00 
                              ============    ============   ============    ============   ============ 



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

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

  (b) The net earnings (loss) per Interest is based upon the number of
Interests outstanding at the end of each period (39,695).

  (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 (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
--------

Spring Hill
Fashion Center       a)   The gross leasable area ("GLA") occupancy rate and average base rent per square foot as
of                        December 31, 1995 were as follows:

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

                                 1995. . . . . . .        75%                 $11.50
<FN>
                     (1) Average base rent per square foot is based on GLA occupied 
                     as of December 31, 1995.  Reference is made to Notes 1 and 2(c) for a 
                     description of the events resulting in the Partnership obtaining legal 
                     title to this property in May 1995.

</TABLE>
<TABLE>
<CAPTION>
                                                                                  Scheduled
                                                                                    Lease          Lease
                                                       Square      Base Rent      Expiration       Renewal
                     b)      Significant Tenants        Feet       Per Annum        Date           Option
                             -------------------      --------     ---------      ----------       --------
<S>                  <C>     <C>                      <C>          <C>            <C>              <C>

                             Michael's 
                             (Arts and Crafts)        30,040       $210,000       1/2006           None

                             T.J. Maxx
                             (Clothing)               25,161        150,966       1/2001           One 5-yr term

                             Pier 1 Imports
                             (Gifts and 
                             Specialty)                8,487        110,331        3/1997          None

                             Celebration Center
                             (Specialty)               8,125         89,375       10/2004          None
</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 Spring Hill Fashion 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(1)         Leases (1)        Leases             Expiring
                             ------------      ---------         ---------------   -----------        ----------
<S>                  <C>     <C>               <C>               <C>               <C>                <C>

                             1996                  1                   2,000            32,000            3.0
                             1997                  2                  10,500           134,000           12.4
                             1998                  2                   5,600            75,000            7.0
                             1999                  1                   2,000            22,000            2.0
                             2000                  7                  21,800           254,000           23.5
                             2001                  3                  32,200           245,000           22.6
                             2002                 --                   --                --               -- 
                             2003                  2                  11,000           123,000           11.3
                             2004                  1                   8,100            89,000            8.3
                             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 December 3, 1982, the Partnership commenced an offering to the
public of up to $40,000,000 (subject to increase by up to $25,000,000)
pursuant to a Registration Statement on Form S-11 under the Securities Act
of 1933.  A total of 39,690 Limited Partnership Interests (at a price to
the public of $1,000 per Interest) were issued by the Partnership through
January 19, 1984, the final closing to admit Limited Partners, from which
the Partnership received $36,713,250 (net of selling commissions and
discounts for volume purchases).  After deducting selling expenses and
other offering costs, the Partnership had approximately $34,900,000 with
which to invest in real estate primarily through participating first
mortgage loans, to pay for legal fees and other costs related to such
investments and for working capital.  Portions of such proceeds were
utilized to make the mortgage investments described in Item 1 above.

     At December 31, 1995, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $2,410,000.  Such remaining
funds are available for distributions to partners and venture partners and
for working capital requirements.  The Partnership and its consolidated
venture have currently budgeted approximately $550,000 in 1996 for tenant
improvements and other capital expenditures at the Spring Hill Fashion
Center (as discussed below and in Note 2(c)).  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.  The General Partners
have deferred their share of distributions from the proceeds of the sales
of the Pineapple Place Apartments in August 1994 and the Ocean Technology
Park Office Building in December 1994 at this time.  The General Partners
had been deferring mortgage investment servicing fees, their share of the
distributions of net cash flow and sale and repayment proceeds and
reimbursement of various out-of-pocket expenses.  The General Partners are
currently deferring the subordinated portion of mortgage investment
servicing fees and their share of sale and repayment proceeds.  The
aggregate amount of deferred payments to the General Partners in excess of
that required by the Partnership Agreement at December 31, 1995 is
equivalent to approximately $15 per Interest.  Reference is made to Notes 5
and 7.

     The source of future short-term liquidity and distributions is
expected to be from the collection of interest on the Partnership's
remaining participating first mortgage loan investment (which is payable
interest only).  Reference is made to Note 4(b).  The source of future
long-term liquidity would include the collection of principal and interest
on this participating first mortgage loan investment.  Such collection of
principal would depend upon the borrower's ability to sell the Oak Court of
Westmont property or to obtain replacement long-term financing.  There can
be no assurance that the Partnership will obtain full repayment of its
loan.  In addition, reference is made to Note 4(b) concerning the
delinquent interest amounts,  the recognition of interest income and
suspension of certain interest accruals and the provisions for loan loss on
the loan secured by the Oak Court of Westmont Shopping Center.  Occupancy
at this shopping center was 73% at December 31, 1995.  Subsequent to
December 31, 1995, the borrower executed a ten-year lease (expected to
commence in the spring of 1996) with a tenant for approximately 7,300
square feet (24% of the leasable space) at the property.  Due to the Oak
Court of Westmont property's previous high levels of vacancy, the borrower
has made only partial interest payments since July 1989 to the extent of
cash generated by the property.  The borrower continues to negotiate with
the Partnership regarding such unpaid amounts.  The manager of the
property, an affiliate of the borrower, is currently deferring a portion of
its management fees in order to increase the cash flow available
to the Partnership.  Due to the aforementioned vacancy levels at the Oak
Court of Westmont Shopping Center and the current competitive market
conditions, the borrower was unable to either sell the property or obtain
replacement long-term financing in order to repay the loan on its scheduled
maturity date in January 1995.  The Partnership has worked closely with the
borrower in an effort to lease up the vacant space at the property and is
currently working with the borrower to either sell or obtain replacement
financing.  Accordingly, the Partnership has classified this mortgage note
receivable as a noncurrent asset in the accompanying consolidated balance
sheets.  Due to the uncertainty of the realization of the simple accrued
interest receivable recognized through September 30, 1989 (approximately
$458,000) and the principal balance of the loan ($2,845,000), the
Partnership, as a matter of prudent accounting practice and to reflect the
estimated fair value of the collateral, for financial reporting purposes,
made provisions for loan loss of $368,000 in 1990, $458,000 in 1991 and
$777,000 in 1992, bringing the total provision for loan loss on this loan
to $1,603,000, which is reflected in the accompanying consolidated balance
sheets.  No further provisions for loan loss have been deemed necessary at
this time.

     An additional source of both short-term and long-term future liquidity
and distributions is expected to be from net cash generated by the Spring
Hill Fashion Center investment property and from the sale of such
investment.  Reference is made to Note 2(c) regarding the default by the
borrower of the loan secured by Spring Hill Fashion Center, the drawing by
the lenders (including the Partnership) of the two $250,000 letters of
credit that were additionally securing this loan, and the January 1, 1995
assumption of property management at the Spring Hill Fashion Center by an
affiliate of the General Partners of the lenders.  Effective as of the
management takeover date (January 1, 1995), the Partnership considered the
mortgage loan to be in-substance foreclosed and has accounted for its
investment as an investment in a consolidated joint venture.  In early May
1995, the lenders obtained legal title to the property pursuant to a deed
in lieu of foreclosure.  For financial reporting purposes, the Partnership
did not recognize any gain or loss from this transaction as a result of the
Partnership's previously recorded provisions for loan loss (see Note 4(d)).
For Federal income tax reporting purposes, the Partnership recognized a
loss of approximately $1,171,000 in 1995 as a result of this transaction. 
The operations of this property are expected to provide a current return
which would be significantly less than the scheduled interest payments due
under the original mortgage loan.  Occupancy at the Spring Hill Fashion
Center was 75% at December 31, 1995 due to a major tenant, which occupied
approximately 24% of the leasable space at the property and which was
operating under Chapter 11 bankruptcy protection, not exercising its
renewal option when its current lease expired in October 1995 and vacating
its space.  The Partnership executed a ten-year lease (which commenced in
February 1996) with a replacement tenant for this space at rental rates
somewhat lower than those of the former tenant.  The Partnership is
actively pursuing the sale of the Spring Hill Fashion Center.

     Finally, reference is made to Note 2(b) for a description of the
Partnership's settlements with certain guarantors of the previous loan
secured by the Ocean Technology Park Office Building.  The Partnership does
not consider the guarantors of this former loan to be a significant source
of future liquidity.

     The Partnership is carefully scrutinizing the appropriateness of any
discretionary expenditures, particularly in relation to the amount of
working capital it has available and the need to preserve funds for
potential future leasing costs (as discussed above and in Note 2(c)). 
Reference is made to Note 7 for a description of certain fees and payments,
the receipt of certain of which are being deferred by the General Partners
of the Partnership.  By conserving working capital, the Partnership will be
in a better position to meet its future needs.  In an effort to reduce
Partnership operating expenses, the Partnership expects to make semi-annual
rather than quarterly distributions of available operating cash flow
beginning in November 1995.  After reviewing the remaining investments and
their competitive marketplace, the General Partners of the Partnership
expect to be able to liquidate the remaining investments as quickly as
practicable.  Therefore, the affairs of the Partnership are expected to be
wound up as soon as it is feasibly possible, barring unforeseen economic
developments.

RESULTS OF OPERATIONS

     Reference is made to Note 4 for a description of certain of the
participating first mortgage loans funded by the Partnership.

     The combined decrease in cash and cash equivalents and short-term
investments at December 31, 1995 as compared to December 31, 1994 is
attributable primarily to the Partnership's distribution of $20 per
Interest to the Limited Partners in 1995, primarily from the proceeds of
the December 1994 sale of the Ocean Technology Park Office Building. 
Reference is made to Note 5(b).  Additionally, the increase in cash and
cash equivalents and the decrease in short-term investments at December 31,
1995 as compared to December 31, 1994 is primarily due to all of the
Partnership's short-term investments being classified as cash equivalents
at December 31, 1995 and a portion of the Partnership's investments in U.S.
Government obligations being classified as short-term investments at
December 31, 1994.  Reference is made to Note 1.

     The increase in interest, rents and other receivables (net of
allowance for doubtful accounts), prepaid expenses, investment property,
deferred costs, accrued real estate taxes, unearned rents, tenant security
deposits and venture partners' equity in venture, and the decrease in
mortgage notes receivable and deferred interest receivable at December 31,
1995 as compared to December 31, 1994 is the result of the Partnership's
recording as a consolidated venture, effective January 1, 1995, the former
mortgage loan secured  by the Spring Hill Fashion Center.  Reference is
made to Notes 1 and 2(c).  An additional decrease in mortgage notes
receivable at December 31, 1995 as compared to December 31, 1994 is the
result of a $100,000 reduction in the carrying value of the loan secured by
the Oak Court of Westmont Shopping Center, such amount representing
payments received from the borrower in 1995.  Reference is made to Notes 1
and 4(c).

     The decrease in amount due from affiliate at December 31, 1995 as
compared to December 31, 1994 is attributable to the Partnership's 1995
receipt of $302,250 from JMB Mortgage Partners, Ltd.-III, one of the other
two participating lenders of the former loan secured by the Spring Hill
Fashion Center, such amount representing the Partnership's share of the
drawn letters of credit (totaling $500,000) in December 1994 in connection
with such loan.  Reference is made to Note 4(d).

     The decrease in settlement note receivable at December 31, 1995 as
compared to December 31, 1994 is the result of note payments totaling
$5,000 received by the Partnership from one of the guarantors of the former
loan secured by the Ocean Technology Park Office Building in 1995. 
Reference is made to Note 2(b).

     The decrease in bank overdraft at December 31, 1995 as compared to
December 31, 1994 is attributable to the Partnership's repayment in 1995 of
a temporary bank overdraft of approximately $297,000 which existed at
December 31, 1994, resulting primarily from the timing of the Partnership's
maturities of short-term investments.

     The increase in amounts due to affiliates at December 31, 1995 as
compared to December 31, 1994 is attributable primarily to unpaid 1995
reimbursable costs to affiliates of the General Partners at December 31,
1995.  Reference is made to Note 7.

     The decrease in interest income in 1995 as compared to 1994 and 1993
is attributable primarily to the Partnership's recording of the operations
of the Spring Hill Fashion Center as a consolidated venture in 1995 as
compared to interest recognition on the loan in 1994 and 1993.  Reference
is made to Notes 1 and 2(c).  An additional decrease in interest income in
1995 as compared to 1994 and the increase in interest income in 1994 as
compared to 1993 is primarily the result of an increase in interest earned
on the Partnership's short-term investments in 1994, resulting from the
temporary investment of the  proceeds received from the sales of the
Pineapple Place Apartments and the Ocean Technology Park Office Building in
1994.  Reference is made to Note 5.  Effective January 1, 1993, any
payments received from the borrower of the loan secured by the Oak Court of
Westmont Shopping Center are applied to reduce the carrying amount of the
loan.  Reference is made to Note 4(b).

     Rental income increased in 1995 as compared to 1994 primarily as a
result of the Partnership's recording of the operations of the Spring Hill
Fashion Center as a consolidated venture, effective January 1, 1995. 
Reference is made to Notes 1 and 2(c).  Such increase in rental income was
substantially offset by decreases in rental income at the Pineapple Place
Apartments and the Ocean Technology Park Office Building which were sold in
August 1994 and December 1994, respectively.  Reference is made to Note 5. 
Property operating expenses decreased in 1995 as compared to 1994 primarily
as a result of the 1994 sales of the Pineapple Place Apartments and the
Ocean Technology Park Office Building.  Reference is made to Note 5.  Such
decreases were substantially offset as a result of the Partnership's
recording of the operations of the Spring Hill Fashion Center as a
consolidated venture, effective January 1, 1995.  Reference is made to
Notes 1 and 2(c).  Depreciation expense increased in 1995 as compared to
1994 primarily as a result of the Partnership's recording of the operations
of the Spring Hill Fashion Center as a consolidated venture, effective
January 1, 1995.  Reference is made to Notes 1 and 2(c).  Such increase was
partially offset by a decrease in depreciation expense in 1995 as a result
of the August 1994 sale of the Pineapple Place Apartments.  Reference is
made to Note 5(a).

     Rental income, depreciation and property operating expenses decreased
in 1994 as compared to 1993 primarily as a result of the sale of the
Pineapple Place Apartments in 1994.  Reference is made to Note 5(a).  An
additional decrease in rental income in 1994 as compared to 1993 is
attributable to a decrease in occupancy in 1994 at the Ocean Technology
Park Office Building which was sold in December 1994.  Reference is made to
Note 5(b).  An additional decrease in depreciation expense in 1994 as
compared to 1993 is attributable to a reduction in depreciation expense of
approximately $28,000 in 1994 at the Ocean Technology Park Office Building
as a result of the additional provision for value impairment made in 1993. 
Such provision reduced the net basis of the investment property to its then
estimated recoverable value.  Reference is made to Note 2(b).

     Settlement income of $125,000 in 1993 is the result of the settlement
agreement reached between the Partnership and one of the guarantors of the
former loan secured by the Ocean Technology Park Office Building and the
corresponding recognition of income.  Reference is made to Note 2(b).

     Other income of $163,519 in 1993 is the result of the Partnership's
adjustment in 1993 of accrued mortgage investment services fees. 

     Mortgage investment servicing fees decreased in 1995 as compared to
1994 and 1993 as a result of the lenders (including the Partnership)
obtaining legal title to the Spring Hill Fashion Center in early May 1995. 
Reference is made to Notes 1 and 2(c).

     The increase in general and administrative expenses in 1995 as
compared to 1994 and 1993 is attributable primarily 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.

     Reference is made to Note 4(d) regarding the provisions for loan loss
made in 1994 and 1993 on the loan secured by the Spring Hill Fashion
Center.

     Reference is made to Note 2(a) regarding the $325,000 provision for
value impairment made in 1994 on the Partnership's Pineapple Place
Apartments investment property.

     Reference is made to Note 2(b) regarding the $1,080,000 provision for
value impairment made in 1993 on the Partnership's Ocean Technology Park
Office Building investment property.

     Venture partners' share of venture's operations in 1995 is
attributable to the Partnership's recording of the operations of the Spring
Hill Fashion Center as a consolidated venture, effective January 1, 1995. 
Reference is made to Notes 1 and 2(c).

     Gain on sale of investment properties of $775,633 in 1994 is
attributable to the 1994 sales of the Pineapple Place Apartments and the
Ocean Technology Park Office Building investment properties.  Reference is
made to Note 5.

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 in the near future. 
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 remaining investment property and the property
securing the Partnership's remaining mortgage investment 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 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 MORTGAGE PARTNERS, LTD.
                            (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE



                                     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 
  (Deficits), 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 MORTGAGE PARTNERS, LTD:

     We have audited the consolidated financial statements of JMB Mortgage
Partners, Ltd. (a limited partnership) and consolidated venture as listed
in the accompanying index.  In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index.  These consolidated
financial statements and financial statement schedule are the respon-
sibility 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 Mortgage Partners, Ltd. and consolidated venture 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 MORTGAGE PARTNERS, LTD.
                                                (A LIMITED PARTNERSHIP)
                                               AND CONSOLIDATED VENTURE

                                              CONSOLIDATED BALANCE SHEETS

                                              DECEMBER 31, 1995 AND 1994

                                                        ASSETS
                                                        ------
<CAPTION>
                                                                                     1995              1994    
                                                                                 -----------       ----------- 
<S>                                                                             <C>                <C>         
Current assets:
  Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . .       $ 2,410,051         1,104,277 
  Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . .             --            1,954,452 
  Interest, rents and other receivables 
    (net of allowance for doubtful accounts
    of $53,855 in 1995). . . . . . . . . . . . . . . . . . . . . . . . . .           149,359            33,069 
  Amount due from affiliate (note 4(d)). . . . . . . . . . . . . . . . . .             --              302,250 
  Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .             8,377             --    
                                                                                 -----------       ----------- 
          Total current assets . . . . . . . . . . . . . . . . . . . . . .         2,567,787         3,394,048 
                                                                                 -----------       ----------- 
Investment property (notes 1, 2(c) and 2(d)):
  Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,400,000             --    
  Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . .         7,233,901             --    
                                                                                 -----------       ----------- 
                                                                                   9,633,901             --    
  Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . .           240,433             --    
                                                                                 -----------       ----------- 
          Total investment property, 
            net of accumulated depreciation. . . . . . . . . . . . . . . .         9,393,468             --    
Mortgage notes receivable (net of allowance for loan 
  losses of $1,145,000 in 1995 and $2,147,000 in 1994 
  - notes 4(b) and 4(d)) . . . . . . . . . . . . . . . . . . . . . . . . .         1,332,000         6,493,135 
Deferred interest receivable (net of allowance for loan loss
  of $458,000 in 1995 and 1994 - 
  notes 4(b) and 4(d)) . . . . . . . . . . . . . . . . . . . . . . . . . .             --              735,615 
Settlement note receivable (note 2(b)) . . . . . . . . . . . . . . . . . .            86,500            91,500 
Deferred costs (net of accumulated amortization 
  of $79,369 and $77,560 in 1995 and 1994, 
  respectively). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             9,816             --    
                                                                                 -----------       ----------- 
                                                                                 $13,389,571        10,714,298 
                                                                                 ===========       =========== 



                                              JMB MORTGAGE PARTNERS, LTD.
                                                (A LIMITED PARTNERSHIP)
                                               AND CONSOLIDATED VENTURE

                                        CONSOLIDATED BALANCE SHEETS - CONTINUED

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

                                                                                    1995               1994    
                                                                                ------------       ----------- 
Current liabilities:
  Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $      --              296,763 
  Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .            20,116            30,682 
  Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            16,668             --    
  Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . .           124,203             --    
  Amounts due to affiliates (note 7) . . . . . . . . . . . . . . . . . . .           957,006           931,892 
                                                                                ------------      ------------ 
          Total current liabilities. . . . . . . . . . . . . . . . . . . .         1,117,993         1,259,337 
                                                                                ------------      ------------ 
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . .            56,879             --    
                                                                                ------------      ------------ 

Commitments and contingencies (notes 4, 6 and 7):

          Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .         1,174,872         1,259,337 

Venture partners' subordinated equity in venture . . . . . . . . . . . . .         3,839,288             --    

Partners' capital accounts (deficits) (note 3):
  General partners:
    Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . .             1,000             1,000 
    Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . .           473,672           458,326 
    Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . .          (667,968)         (652,622)
                                                                                ------------      ------------ 
                                                                                    (193,296)         (193,296)
                                                                                ------------      ------------ 
  Limited partners (39,695 interests):
    Capital contributions, net of offering costs . . . . . . . . . . . . .        34,918,348        34,918,348 
    Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . .        16,806,912        16,596,405 
    Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . .       (43,156,553)      (41,866,496)
                                                                                ------------      ------------ 
                                                                                   8,568,707         9,648,257 
                                                                                ------------      ------------ 
          Total partners' capital accounts . . . . . . . . . . . . . . . .         8,375,411         9,454,961 
                                                                                ------------      ------------ 
                                                                                $ 13,389,571        10,714,298 
                                                                                ============      ============ 
<FN>
                              See accompanying notes to consolidated financial statements
</TABLE>


<TABLE>
                                              JMB MORTGAGE PARTNERS, LTD.
                                                (A LIMITED PARTNERSHIP)
                                               AND CONSOLIDATED VENTURE
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                     YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
                                                                 1995              1994               1993     
                                                             ------------      ------------       ------------ 
<S>                                                          <C>               <C>                <C>          
Income:
  Rental income. . . . . . . . . . . . . . . . . . . . .      $ 1,438,070         1,218,027          1,956,120 
  Interest income. . . . . . . . . . . . . . . . . . . .          129,442           838,500            718,742 
  Settlement income (note 2(b)). . . . . . . . . . . . .            --                --               125,000 
  Other income . . . . . . . . . . . . . . . . . . . . .            --                --               163,519 
                                                              -----------       -----------        ----------- 
                                                                1,567,512         2,056,527          2,963,381 
                                                              -----------       -----------        ----------- 
Expenses:
  Depreciation . . . . . . . . . . . . . . . . . . . . .          240,433           172,832            321,277 
  Property operating expenses. . . . . . . . . . . . . .          562,092           687,977          1,015,728 
  Mortgage investment servicing fees (note 7). . . . . .           48,661            89,081             89,081 
  Professional services. . . . . . . . . . . . . . . . .           61,971            60,937             66,679 
  Amortization of deferred costs . . . . . . . . . . . .            1,809             3,698              7,562 
  General and administrative . . . . . . . . . . . . . .          166,479           118,250            108,409 
  Provisions for loan losses
    (notes 4(b) and 4(d)). . . . . . . . . . . . . . . .            --              159,000            320,000 
  Provisions for value impairment (note 5) . . . . . . .            --              325,000          1,080,000 
                                                              -----------       -----------        ----------- 
                                                                1,081,445         1,616,775          3,008,736 
                                                              -----------       -----------        ----------- 
          Operating earnings (loss). . . . . . . . . . .          486,067           439,752            (45,355)
Venture partners' share of venture's
  operations (notes 1 and 2(c)). . . . . . . . . . . . .         (260,214)            --                 --    
                                                              -----------       -----------        ----------- 
          Net operating earnings (loss). . . . . . . . .          225,853           439,752            (45,355)
Gain on sales of investment properties 
  (note 5) . . . . . . . . . . . . . . . . . . . . . . .            --              775,633              --    
                                                               -----------      -----------        ----------- 
          Net earnings (loss). . . . . . . . . . . . . .       $  225,853         1,215,385            (45,355)
                                                               ===========      ===========        =========== 
Net earnings (loss) per limited partnership 
  interest (note 1):
    Operating earnings (loss). . . . . . . . . . . . . .       $     5.30             10.21              (1.11)
    Gain on sales of investment properties . . . . . . .           --                 19.35              --    
                                                               -----------      -----------        ----------- 
          Net earnings (loss). . . . . . . . . . . . . .       $     5.30             29.56              (1.11)
                                                               ===========      ===========        =========== 
<FN>
                             See accompanying notes to consolidated financial statements.
</TABLE>


<TABLE>
                                               JMB MORTGAGE PARTNERS, LTD.
                                                 (A LIMITED PARTNERSHIP)
                                                AND CONSOLIDATED VENTURE

                            CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                      YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<CAPTION>
                             GENERAL PARTNERS                            LIMITED PARTNERS (39,695 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 Decem-
 ber 31, 
 1992. . . . .   $1,000       417,556      (576,506)    (157,950)  34,918,348    15,467,145  (32,260,306)    18,125,187 

Net loss 
 (note 3). . .     --         (1,361)             --      (1,361)       --          (43,994)       --           (43,994)
Cash distri-
 butions 
 ($34.00 
 per limited
 partnership 
 interest) . .     --           --          (41,741)     (41,741)       --            --      (1,349,630)    (1,349,630)
                 ------    ----------     ----------   ----------  ----------    ----------   ----------     ---------- 
Balance 
 at Decem-
 ber 31, 
 1993. . . . .    1,000       416,195      (618,247)    (201,052)  34,918,348    15,423,151  (33,609,936)    16,731,563 

Net earnings 
 (note 3). . .     --          42,131          --         42,131        --        1,173,254        --         1,173,254 

Cash distri-
 butions
 ($208.00 
 per limited 
 partnership 
 interest) . .     --           --          (34,375)     (34,375)       --            --      (8,256,560)    (8,256,560)
                 ------    ----------     ----------   ----------  ----------    ----------   ----------     ---------- 



                                               JMB MORTGAGE PARTNERS, LTD.
                                                 (A LIMITED PARTNERSHIP)
                                                AND CONSOLIDATED VENTURE

                            CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                      YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



                             GENERAL PARTNERS                             LIMITED PARTNERS (39,695 INTERESTS)
                ---------------------------------------------    -------------------------------------------------
                                                                      CONTRI- 
                                                                      BUTIONS 
                             NET                                      NET OF        NET     
                CONTRI-    EARNINGS        CASH                      OFFERING     EARNINGS      CASH     
                BUTIONS     (LOSS)     DISTRIBUTIONS     TOTAL        COSTS        (LOSS)   DISTRIBUTIONS       TOTAL   
                -------   ----------   -------------  -----------  -----------   ---------- -------------    -----------
Balance 
 at Decem-
 ber 31, 
 1994. . . . .    1,000       458,326      (652,622)    (193,296)  34,918,348    16,596,405  (41,866,496)     9,648,257 

Net earnings 
 (note 3). . .     --          15,346          --         15,346        --          210,507        --           210,507 

Cash distri-
 butions
 ($32.50
 per limited 
 partnership 
 interest) . .     --           --          (15,346)     (15,346)       --            --      (1,290,057)    (1,290,057)
                 ------    ----------     ----------   ----------  ----------    ----------   ----------     ---------- 

Balance at 
 Decem-
 ber 31, 
 1995. . . . .   $1,000       473,672      (667,968)    (193,296)  34,918,348    16,806,912  (43,156,553)     8,568,707 
                 ======    ==========     ==========   ==========  ==========    ==========   ==========     ========== 









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


<TABLE>
                                               JMB MORTGAGE PARTNERS, LTD.
                                                 (A LIMITED PARTNERSHIP)
                                                AND CONSOLIDATED VENTURE

                                          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 earnings (loss) . . . . . . . . . . . . . . . . .      $   225,853          1,215,385           (45,355)
   Items not requiring (providing) cash 
     or cash equivalents:
      Settlement note received from former 
        loan guarantor (note 2(b)) . . . . . . . . . . .            --                 --             (125,000)
      Depreciation . . . . . . . . . . . . . . . . . . .          240,433            172,832           321,277 
      Amortization of deferred costs . . . . . . . . . .            1,809              3,698             7,562 
      Provisions for loan losses 
        (notes 4(b) and 4(d)). . . . . . . . . . . . . .            --               159,000           320,000 
      Provisions for value impairment 
        (notes 2 and 5). . . . . . . . . . . . . . . . .            --               325,000         1,080,000 
      Venture partners' share of venture's
        operations . . . . . . . . . . . . . . . . . . .          260,214              --                --    
      Gain on sales of investment properties 
        (note 5) . . . . . . . . . . . . . . . . . . . .            --              (775,633)            --    
  Changes in:
   Interest, rents and other receivables . . . . . . . .         (116,290)           (17,999)            8,792 
   Amount due from affiliate . . . . . . . . . . . . . .          302,250           (302,250)            --    
   Prepaid expenses. . . . . . . . . . . . . . . . . . .           (8,377)             --                --    
   Deferred interest receivable. . . . . . . . . . . . .               48            166,203             --    
   Accounts payable. . . . . . . . . . . . . . . . . . .          (10,566)             1,394           (45,467)
   Unearned rents. . . . . . . . . . . . . . . . . . . .           16,668              --                --    
   Accrued real estate taxes . . . . . . . . . . . . . .          124,203           (184,930)           (4,310)
   Amounts due to affiliates . . . . . . . . . . . . . .           25,114           (433,056)         (119,905)
   Other current liabilities . . . . . . . . . . . . . .            --               (21,768)            2,241 
   Tenant security deposits. . . . . . . . . . . . . . .           56,879              --                --    
                                                              -----------        -----------       ----------- 
       Net cash provided by operating activities . . . .        1,118,238            307,876         1,399,835 
                                                              -----------        -----------       ----------- 



                                               JMB MORTGAGE PARTNERS, LTD.
                                                 (A LIMITED PARTNERSHIP)
                                                AND CONSOLIDATED VENTURE

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                                  1995              1994              1993     
                                                              -----------        -----------       ----------- 
Cash flows from investing activities:
  Net sales and maturities (purchases) of 
    short-term investments . . . . . . . . . . . . . . .        1,954,452            458,883          (205,035)
  Additions to investment properties . . . . . . . . . .          (40,600)           (30,822)          (36,385)
  Reduction in loan carrying value due to 
    borrower payments (note 4(b)). . . . . . . . . . . .          100,000            115,000           153,000 
  Payments received on settlement note from
    former loan guarantor (note 2(b)). . . . . . . . . .            5,000             20,000            13,500 
  Cash proceeds from sales of investment 
    properties, net of selling expenses (note 5) . . . .            --             8,019,910             --    
  Payment of deferred costs. . . . . . . . . . . . . . .          (11,625)             --                 (525)
                                                              -----------        -----------       ----------- 
          Net cash provided by (used in) 
            investing activities . . . . . . . . . . . .        2,007,227          8,582,971           (75,445)
                                                              -----------        -----------       ----------- 
Cash flows from financing activities:
  Bank overdraft . . . . . . . . . . . . . . . . . . . .         (296,763)           296,763             --    
  Distributions to venture partners. . . . . . . . . . .         (217,525)             --                --    
  Distributions to limited partners. . . . . . . . . . .       (1,290,057)        (8,256,560)       (1,349,630)
  Distributions to general partners. . . . . . . . . . .          (15,346)           (34,375)          (41,741)
                                                              -----------        -----------       ----------- 
          Net cash used in financing activities. . . . .       (1,819,691)        (7,994,172)       (1,391,371)
                                                              -----------        -----------       ----------- 
          Net increase (decrease) 
           in cash and cash equivalents . . .. . . . . .        1,305,774            896,675           (66,981)
  Cash and cash equivalents, 
    beginning of year. . . . . . . . . . . . . . . . . .        1,104,277            207,602           274,583 
                                                              -----------        -----------       ----------- 
  Cash and cash equivalents,
    end of year. . . . . . . . . . . . . . . . . . . . .      $ 2,410,051          1,104,277           207,602 
                                                              ===========        ===========       =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest. . . . . . .      $     --                 --                --    
                                                              ===========        ===========       =========== 


                                               JMB MORTGAGE PARTNERS, LTD.
                                                 (A LIMITED PARTNERSHIP)
                                                AND CONSOLIDATED VENTURE

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                  1995              1994              1993     
                                                              -----------        -----------       ----------- 
  Non-cash investing and financing activities:
    Balance due on mortgage note receivable. . . . . . .      $ 6,063,135              --                --    
    Deferred interest receivable . . . . . . . . . . . .          735,567              --                --    
    Provision for loan loss. . . . . . . . . . . . . . .       (1,002,000)             --                --    
    Capitalized costs. . . . . . . . . . . . . . . . . .            6,699              --                --    
    Venture partners' interests. . . . . . . . . . . . .        3,796,599              --                --    
                                                              -----------        -----------       ----------- 
          Net initial carrying value of invest-
            ment property (notes 1 and 2(c)) . . . . . .      $ 9,600,000              --                --    
                                                              ===========        ===========       =========== 




























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


                          JMB MORTGAGE PARTNERS, LTD.
                            (A LIMITED PARTNERSHIP)
                           AND CONSOLIDATED VENTURE

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                 YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993




(1)  OPERATIONS AND BASIS OF ACCOUNTING

     The Partnership holds an investment portfolio of a first mortgage loan
and (through a joint venture) an investment in commercial real estate in
the state of Illinois.  Business activities consist of collections of
interest and principal on such loan and, with respect to its investment in
real estate, rentals to a variety of commercial and retail companies, and
the ultimate sale or disposition of such real estate.  The Partnership
currently expects to conduct an orderly liquidation of its remaining
investment portfolio and wind up its affairs as soon as practicable.

     For financial reporting purposes, effective January 1, 1995, the
mortgage loan secured by the Spring Hill Fashion Center was determined to
have been in-substance foreclosed and was reclassified as a consolidated
joint venture in real estate at its estimated fair value.  In early May
1995, the lenders (including the Partnership) obtained legal title to the
property (see note 2(c)).  The effect of all transactions between the
Partnership and its venture has been eliminated.

     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").  Such GAAP and consolidation adjustments are not recorded on the
records of the Partnership.  The 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 . . . . . . . . . . . . .      $13,389,571        15,981,653         10,714,298         18,145,619

Partners' capital accounts 
  (deficits) (note 3):
     General Partner . . . . . . . . .         (193,296)            8,598          (193,296)             43,716
     Limited Partners. . . . . . . . .        8,568,707        15,962,448         9,648,257          18,072,304

Net earnings (loss) (note 3):
     General Partners. . . . . . . . .           15,346           (19,773)            42,131           (45,202)
     Limited Partners. . . . . . . . .          210,507          (819,799)         1,173,254        (2,026,072)

Net earnings (loss) per limited 
  partnership interest . . . . . . . .             5.30            (20.65)             29.56            (51.04)
                                             ==========        ===========       ===========        ===========

</TABLE>



     The net earnings (loss) per limited partnership interest ("Interest")
is based upon the number of Interests outstanding at the end of each period
(39,695).  Deficit capital accounts will result, through the duration of
the Partnership, in net gain for financial reporting and Federal income tax
purposes.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from these
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.   In
addition, the Partnership records amounts held in U.S. Government
obligations at cost which approximates market.  For the purposes of these
statements, the Partnership's policy is to consider all such amounts held
with original maturities of three months or less ($2,305,805 and $759,979
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 costs consist of costs in connection with mortgage
investments which were amortized over the terms of the related agreements
using the straight-line method and lease commissions which are amortized
over the terms of the related leases using the straight-line method. 

     The Partnership's remaining participating first mortgage loan
investment (secured by the Oak Court of Westmont Shopping Center) provides
for the following components of interest: basic interest which is payable
monthly; simple accrued interest which is payable upon loan prepayment or
at maturity; participation interest, payable no less frequently than
annually, in annual gross receipts (as defined) of the property in excess
of a specified amount, and additional participation interest in subsequent
increases in the market value of the property in excess of a specified
amount, payable at the property's sale or at maturity.

     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
approximates SFAS 107 value due to the relatively short maturity of these
instruments.  

     Participation interest in increases in the market value of the Oak
Court of Westmont Shopping Center in excess of a specified amount, if any,
will be recognized as income when received by the Partnership.

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


(2)  INVESTMENT PROPERTIES

     (a)  Pineapple Place Apartments

     Reference is made to note 4(a) concerning the former loan secured by
the Pineapple Place Apartments located in Dallas, Texas.   The Partnership
obtained legal title to the property in November 1989 and recorded its net
carrying value in the property in an amount not in excess of its estimated
fair value.  The guarantors of the previous $8,630,000 loan (the general
partners of the borrower) filed for protection under Chapter VII of the
U.S. bankruptcy laws.  To the extent that the amounts the borrower owed the
Partnership (including the delinquent amounts referred to in note 4(a))
exceeded the fair market value of the property, the Partnership has entered
its claim with the bankruptcy court;  however, collection of any such
amounts is doubtful.  A former affiliate of the General Partners of the
Partnership assumed management of the property in October 1989 under an
agreement which provided for a fee equal to 5% of the property's gross
receipts.

     Reference is made to note 5(a) for a description of the sale of this
property in August 1994.  Due to the Partnership's inability to recover the
net carrying value of the property in contemplation of this sale, the
Partnership, for financial reporting purposes, made a provision for value
impairment of the property of $325,000 in June 1994.

     (b)  Ocean Technology Park Office Building

     Reference is made to note 4(c) concerning the former loan secured by
the Ocean Technology Park Office Building located in Middletown, Rhode
Island.  The Partnership acquired legal title to the property in December
1990.  The Partnership recorded its net carrying value in the property in
an amount equal to its estimated fair value, resulting in no gain or loss
recognition in 1990 by the Partnership.  To the extent that the amounts the
borrower owed the Partnership (including the delinquent amounts referred to
in note 4(c)), exceeded the fair market value of the property, the
Partnership pursued enforcement of the guaranty from the general partners
of the borrower.  

     In September 1991, the Partnership obtained a judgment in the amount 
of approximately $1,679,000 against the general partners of the borrower. 
In 1992, one of the three general partners of the borrower filed for
protection under Chapter VII of the bankruptcy laws.  The bankruptcy court
subsequently notified the Partnership that the debtor had no assets to
satisfy the judgment and that the bankruptcy claims were discharged.  
Effective January 1, 1993, settlement agreements were reached between the
Partnership and the two other general partners ("guarantors") of the
borrower.  Pursuant to one of the settlement agreements, a promissory note
for $125,000 was issued by one of the guarantors to the Partnership. 
Accordingly, the Partnership recognized $125,000 as settlement income in
1993.  The note provides for annual principal payments (to be made not less
frequently than monthly) to the Partnership totaling $25,000 in the year
commencing April 1, 1993 and ending March 31, 1994, $30,000 in the year
ending March 31, 1995, and $35,000 in each of the final two years ending
March 31, 1996 and 1997, respectively.  The aforementioned scheduled
principal payments are subject to earlier payment under certain
circumstances.  The note provides for prepayment in whole or in part at any
time without penalty.  This guarantor was current in his monthly payments
to the Partnership through August 31, 1994. The Partnership has not
received quarterly payments totaling $6,000 which were due for 1994 and
monthly and quarterly payments totaling $33,750 which were due for 1995 as
of the date of this annual report.  The Partnership has contacted the
guarantor regarding these delinquent amounts.

     Pursuant to the other settlement agreement, a promissory note for
$300,000 (subject to reduction to $125,000 if no default has occurred) was
issued by the other guarantor to the Partnership.  The note provides for
monthly principal payments totaling $15,000 in calendar year 1994, $20,000
in 1995, $25,000 in 1996, and $65,000 in calendar year 1997.  The note also
provides for simple annual accrued interest of 5% in calendar years 1993
and 1994, 6% in 1995, and 7% in calendar years 1996 and 1997, all such
accrued interest payable on December 31, 1997.  The aforementioned
scheduled principal payments are subject to earlier payment under certain
circumstances.  The note provides for prepayment in whole or in part any
time without penalty.  The guarantor in this settlement agreement has not
made any payments (which were to commence January, 1994) as of the date of
this annual report.  Consequently, the Partnership has sent a default
notice to the guarantor. As a matter of prudent accounting practice, the
Partnership is recognizing income from this settlement only as collected. 

     A former affiliate of the General Partners of the Partnership assumed
management of the property during October 1990 under an agreement which
provided for a fee equal to 5% of the property's gross receipts, plus lease
commissions.  Effective January 1, 1994, the management agreement was
amended to provide for a fee equal to 6% of the property's gross receipts
(such fee to include compensation for leasing activity).  Due to the
uncertainty of the Partnership's ability to recover the net carrying value
of the property through future operations and sale of the property, the
Partnership, as a matter of prudent accounting practice and for financial
reporting purposes, made provisions for value impairment of the property of
$1,600,000 in 1991 and $1,080,000 in 1993.  Such provisions, totaling
$2,680,000 were recorded to reduce the net basis of the investment property
to its estimated recoverable value.

     Reference is made to note 5(b) for a description of the sale of this
property in December 1994.

     (c)  Spring Hill Fashion Center, West Dundee, Illinois

     Reference is made to note 4(d) concerning the former loan secured by
the Spring Hill Fashion Center located in West Dundee, Illinois.  In early
May 1995, the lenders obtained legal title to the property pursuant to a
deed in lieu of foreclosure.  An affiliate of the lenders took control of
the property's funds in January, 1995 and is currently managing the
property under an agreement which provides for a fee equal to 4% of the
property's gross receipts (such fee excluding compensation for leasing
activity).  Effective as of the management takeover date (January 1, 1995),
the Partnership considered the mortgage loan to be in-substance foreclosed
and has accounted for its investment as a consolidated joint venture.  For
financial reporting purposes, the Partnership did not recognize any gain or
loss from this transaction as a result of the Partnership's previously
recorded provisions for loan loss.  For Federal income tax reporting
purposes, the Partnership recognized a loss of approximately $1,171,000 in
1995 as a result of this transaction.  The operations of this property are
expected to provide a current return which would be significantly less than
the scheduled interest payments due under the original mortgage loan.

     The terms of Spring Hill's partnership agreement provide generally
that contributions, distributions, cash flow, sale or refinancing proceeds
and profits and losses will be distributed or allocated to the partners in
their respective ownership percentages (60.45% to the Partnership).

     Occupancy at the shopping center was 75% at December 31, 1995 due to a
major tenant, which occupied approximately 24% of the leasable space at the
property and which was operating under Chapter 11 bankruptcy protection,
not exercising its renewal option when its lease expired in October 1995
and vacating its space.  The Partnership executed a ten-year lease (which
commenced in February 1996) with a replacement tenant for this space at
rental rates somewhat lower than those of the former tenant.  The
Partnership is actively pursuing the sale of this property.

     (d)  General

     Depreciation on the Partnership's investment 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                        5-7   
                                                              ===   

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

     Under the Partnership's impairment policy, provisions for value
impairment are recorded with respect to investment properties pursuant to
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."  Therefore, the Partnership does not anticipate
a significant effect on its consolidated financial statements upon full
adoption of SFAS 121 as required in the first quarter of 1996 absent the
suspension of depreciation on the Spring Hill investment property as the
property will likely be categorized as held for sale at January 1, 1996
(see note 2c).


(3)  PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated as follows:  net
profits are allocated to the General Partners in an amount equal to the
greater of 1% of net profits or the amount of net cash flow actually
distributed to the General Partners, with the Limited Partners being
allocated the remaining net profits; net losses are allocated 97% to the
Limited Partners and 3% to the General Partners.  Net profits from the
repayment or other disposition of mortgage investments are allocated first
to the General Partners in an amount equal to the greater of any cash
distributions to the General Partners from the proceeds of any such
repayment or other disposition (as described below) or 1% of the net
profits from the repayment or other disposition.  Net losses from the
repayment or other disposition of mortgage investments are allocated 3% to
the General Partners.  The remaining net profits and losses from the
repayment or other disposition of mortgage investments are allocated to the
Limited Partners.

     The General Partners are not required to make any capital contribu-
tions except under certain limited circumstances upon dissolution and
termination of the Partnership.  Distributions of "net cash flow" of the
Partnership are made 97% to the Limited Partners and 3% to the General
Partners.  Distributions of "repayment proceeds" are made 97% to the
Limited Partners until the Limited Partners have received their contributed
capital plus a stipulated return thereon, with the remainder of such 97%
distribution, subject to the General Partners' receipt of any deficiency in
its cumulative, non-compounded mortgage investment servicing fee, to be
distributed 15% to the General Partners and 85% to the Limited Partners. 
The remaining 3% of all distributions of repayment proceeds are
distributable to the General Partners, subject to certain limitations.  Of
the cumulative distributions of $43,156,553 paid to the Limited Partners as
of December 31, 1995, $1,790,821 represents an 8.5% annual return to the
Limited Partners for the period during which the Limited Partners'
subscription proceeds were held in escrow through January 31, 1984,
$19,768,110 represents distributions of repayment and sale proceeds to the
Limited Partners resulting from the repayment in February 1987 of the first
mortgage loan secured by the Lincoln Park Apartments and the sales of the
Pineapple Place Apartments in August 1994 and the Ocean Technology Park
Office Building in December 1994, and $21,597,622 represents distributions
of net cash flow for periods subsequent to January 31, 1984.  The General
Partners' cumulative distributions of $667,968 at December 31, 1995
represents distributions of net cash flow.


(4)  MORTGAGE NOTES RECEIVABLE

     (a)  Pineapple Place Apartments, Dallas, Texas

     The Partnership funded $8,200,000 in September 1984 and $430,000 in
March 1985 on a participating first mortgage loan  secured by a garden
apartment complex in Dallas, Texas.  The entire principal balance of the
loan was scheduled to be due and payable September 12, 1994.

     Reference is made to note 2(a) regarding the Partnership's obtaining
legal title to this property in November 1989 and to note 5(a) for a
description of the sale of this property in August 1994.  Although the
Partnership had been recognizing interest income only as collected on this
loan, approximately $1,565,000 of interest due to the Partnership was
uncollected through the date that the Partnership obtained ownership of the
property.

     (b)  Oak Court of Westmont Shopping Center, Westmont, Illinois

     The Partnership funded $2,845,000 on a participating first mortgage
loan secured by a shopping center in Westmont, Illinois  in January 1985. 
The loan currently bears basic interest at the rate of 13% per annum and
provides for monthly payments of interest only.  The loan also provides for
simple accrued interest of 3.8% per annum, payable upon prepayment or at
maturity.  The Partnership is also entitled to participation in annual
gross receipts (as defined) of the shopping center and to participation in
subsequent increases in the value of the shopping center.

     Approximately $1,515,000 of interest due to the Partnership through
December 31, 1995 was uncollected as of the date of this annual report.  Of
this uncollected amount, approximately $370,000 represents basic interest
due for 1995. For financial reporting purposes, the carrying amount of this
loan has been reduced by $100,000 and $115,000 in 1995 and 1994,
respectively.  Such amounts represent payments received from the borrower
in 1995 and 1994, respectively (see note 1).  Subsequent to December 31,
1995, the Partnership received a $35,000 payment from the borrower.  For
the period October 1, 1989 to December 31, 1992, the Partnership 
recognized interest income only as collected.  The borrower continues to
negotiate with the Partnership concerning the unpaid amounts.

     Occupancy at the shopping center was 73% at December 31, 1995. 
Subsequent to December 31, 1995, the borrower executed a ten-year lease
(expected to commence in the spring of 1996) with a tenant for
approximately 7,300 square feet (24% of the leasable space) at the
property.  Due to the property's previous high levels of vacancy, the
borrower has made only partial interest payments since July, 1989 to the
extent of cash generated by the property.   The manager of the property, an
affiliate of the borrower, is currently deferring a portion of its
management fees in order to increase the cash flow available to the
Partnership.  Due to the aforementioned vacancy levels at the property and
the current competitive market conditions, the borrower was unable to
either sell the property or to obtain replacement long-term financing in
order to repay the loan on its scheduled maturity date of January 14, 1995.

The Partnership has worked closely with the borrower in an effort to lease
up the vacant space at the property and is currently working with the
borrower to either sell or obtain replacement financing.  Accordingly, the
Partnership has classified this mortgage note receivable as a noncurrent
asset in the accompanying consolidated balance sheets.

     Due to the uncertainty of the realization of the simple accrued
interest recognized through September 30, 1989 (approximately $458,000) and
the principal balance of the loan ($2,845,000), the Partnership, as a
matter of prudent accounting practice and to reflect the estimated fair
value of the collateral, for financial reporting purposes, made provisions
for loan loss of $368,000 in 1990, $458,000 in 1991 and $777,000 in 1992,
bringing the total provision for loan loss on this loan to $1,603,000,
which is reflected in the accompanying consolidated balance sheets.  No
further provisions for loan loss have been deemed necessary at this time.

     (c)  Ocean Technology Park Office Building, Middletown, Rhode Island

     In August 1985, the Partnership funded a participating first mortgage
loan in the principal amount of $4,500,000, secured by an office building
in Middletown, Rhode Island.  During October 1990, $400,000 of originally
restricted loan proceeds were refunded to the Partnership.  The entire
principal balance of the loan was scheduled to be due and payable August 5,
1995.

     In March 1988, the Partnership sent a default notice to the borrower
under the terms of the promissory note due to the borrower's failure to
make various interest payments to the Partnership.  The borrower
subsequently notified the Partnership that it had filed for protection
under Chapter XI of the bankruptcy laws.

     Reference is made to note 2(b) regarding the Partnership obtaining
legal title to this property in December 1990 and to note 5(b) for a
description of the sale of this property in December 1994.  Although the
Partnership had been recognizing interest income only as collected
(effective January 1, 1988), approximately $1,075,000 of interest due to
the Partnership was uncollected through the date that the Partnership
obtained ownership of the property.

     (d)  Spring Hill Fashion Center, West Dundee, Illinois

     In February 1986, the Partnership committed to participate in the
funding of a participating first mortgage loan in the maximum amount of
$11,000,000 secured by the Spring Hill Fashion Center shopping center
located in West Dundee, Illinois.  The total amount funded under this loan
was $10,030,000 (of which the Partnership's share was $6,063,135 (60.45%)).

The other two participating lenders are JMB Mortgage Partners, Ltd.-II and
JMB Mortgage Partners, Ltd.-III, both of which are affiliates of the
General Partners of the Partnership.  As additional security for the first
mortgage loan, the borrower delivered to the lenders, in January 1988, two
$250,000 irrevocable and unconditional letters of credit (which were to
expire December 31, 1994 and January 15, 1995, respectively), upon which
the lenders could draw in the event a default occurred under the loan.  The
aforementioned letters of credit had been subject to yearly renewal if
certain specified net operating income levels at the property were not
achieved by the borrower.

     Due to the uncertainty of the realization of the simple accrued
interest recognized through November 30, 1991 (approximately $902,000) and
the principal balance of the loan ($6,063,135), the Partnership, as a
matter of prudent accounting practice and to reflect the estimated fair
value of the collateral, for financial reporting purposes, suspended the
accrual of the simple accrued interest (which was payable at maturity)
effective December 1, 1991 and made provisions for loan loss of $523,000 in
1992, $320,000 in 1993 and $159,000 in 1994, bringing the total provision
for loan loss on this loan to $1,002,000, which is reflected in the
accompanying consolidated balance sheet at December 31, 1994.

     The borrower defaulted in its scheduled basic interest payments due
under this loan during the fourth quarter of 1994.  Consequently, the
lenders (including the Partnership) drew on the above-mentioned letters of
credit totaling $500,000 in late December, 1994.

     Reference is made to note 2(c) regarding the Partnership obtaining
legal title to this property in early May 1995.


(5)  SALES OF INVESTMENT PROPERTIES

     (a)  Pineapple Place Apartments

     In May 1994, the Partnership reached an agreement in principle with a
potential purchaser regarding the sale of the Pineapple Place Apartments
and in August 1994, this sale was consummated.  The sale price was
$7,535,000 which was paid in cash at closing, net of selling expenses and
prorations.  The sale resulted in a gain of $75,734 for financial reporting
purposes due primarily to the $325,000 provision for value impairment
recognized by the Partnership in June 1994 in contemplation of this sale
(as discussed in note 2(a)).  In addition, the Partnership reported a loss
on sale of approximately $570,000 for Federal income tax reporting purposes
in 1994.  The Partnership distributed $180 per interest to the Limited
Partners in 1994 from the proceeds of this sale.  The General Partners have
deferred their share of distributions from the proceeds of this sale at
this time.

     (b)  Ocean Technology Park Office Building

     In December 1994, the Partnership sold the Ocean Technology Park
Office Building  for a sale price of $750,000, all of which was paid in
cash at closing, net of selling expenses and prorations.  The sale resulted
in a gain of $699,899 for financial reporting purposes due primarily to the
provisions for value impairment recorded in 1991 and 1993 totaling
$2,680,000  (as discussed in note 2(b)).  In addition, the Partnership
reported a loss of approximately $2,083,000 for Federal income tax
reporting purposes in 1994.  The Partnership distributed $20 per interest
to the Limited Partners in 1995 from the proceeds of this sale.  The
General Partners have deferred their share of distributions from the
proceeds of this sale at this time.


(6)  LEASES

     As Property Lessor

     At December 31, 1995, the Partnership's principal consolidated asset
is a shopping center.  The Partnership has determined that all leases
relating to this property are properly classified as operating leases;
therefore, rental income is reported when earned and the cost of the
property, excluding the cost of land, is depreciated over its estimated
useful life.  Leases with tenants range in term from one to ten remaining
years and provide for fixed minimum rent and partial reimbursement of
operating costs.  In addition, certain leases provide for either additional
rent based upon percentages of tenant sales volumes or provide for annual
increases in fixed minimum rents.  With respect to the Partnership's
shopping center investment, a substantial portion of the ability of retail
tenants to honor their leases is dependent upon the retail economic sector.

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

            1996 . . . . . . . . . . . . . . . .      $ 1,122,000
            1997 . . . . . . . . . . . . . . . .        1,096,000
            1998 . . . . . . . . . . . . . . . .        1,046,000
            1999 . . . . . . . . . . . . . . . .        1,011,000
            2000 . . . . . . . . . . . . . . . .          883,000
            Thereafter . . . . . . . . . . . . .        1,870,000
                                                      -----------
                                                      $ 7,028,000
                                                      ===========


(7)  TRANSACTIONS WITH AFFILIATES

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate 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 (note 2). . . . . . . . . .        $ 51,210          65,052          103,164             3,822  
Insurance commissions. . . . . . . . . . .           4,506           2,864            8,572               --   
Reimbursement (at cost) for
  accounting services. . . . . . . . . . .          40,452          56,647           37,321               --   
Reimbursement (at cost) for
  portfolio management
  services . . . . . . . . . . . . . . . .          22,618          15,223            4,323               --   
Reimbursement (at cost) for
  legal services . . . . . . . . . . . . .           1,319           3,216            2,356               --   
Reimbursement (at cost) for
  administrative charges and
  other out-of-pocket expenses . . . . . .          68,768           1,732            5,743            24,025  
                                                  --------        --------         --------            ------  

                                                  $188,873         144,734          161,479            27,847  
                                                  ========        ========         ========            ======  
<FN>

     The above table reflects that during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $42,296 that had not previously been reimbursed.

</TABLE>


     The Partnership is obligated to pay (not more often than monthly)
mortgage investment servicing fees to the General Partners at an annual
rate of 1% of the amount funded by the Partnership on mortgage investments.
The servicing fee is calculated from the date the Partnership funds the
mortgage investment.  Payment of one-half of the fee is subordinated to the
receipt by the Limited Partners of a stipulated rate of return on their
current capital accounts.  Such total cumulative unpaid fees, which
previously had generally been deferred but which are currently being paid
to the extent of the unsubordinated portion of such fees, aggregated
$929,159 at December 31, 1995, all of which has been accrued in the
accompanying consolidated financial statements.

     Through November 1994, the Ocean Technology Park Office Building was
managed by an affiliate of the General Partners.  In December 1994, the
affiliated property manager 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 for the purchaser and its affiliates. 
The successor to the affiliated property manager's assets continued to act
as the property manager of the Ocean Technology Park Office Building after
the property's December 16, 1994 sale on the same terms that existed prior
to the sale.

     The General Partners have also continued to defer payment of their
share of distributions of repayment proceeds amounting to $365,849,
resulting from the repayment in February 1987 of the loan secured by the
Lincoln Park Apartments and their share of sale proceeds amounting to
$245,536, resulting from the 1994 sales of the Pineapple Place Apartments
and the Ocean Technology Park Office Building.

     The aggregate amount of deferred payments to the General Partners at
December 31, 1995 in excess of that required by the Partnership Agreement
is equivalent to approximately $15 per Interest. All amounts deferred or
currently payable to the General Partners or their affiliates do not bear
interest.

     Effective October 1, 1995, the Corporate 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.




<TABLE>                                                                                                   SCHEDULE III    
                                                JMB MORTGAGE PARTNERS, LTD.
                                                  (A LIMITED PARTNERSHIP)

                                                 AND CONSOLIDATED VENTURES
                                   CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                     DECEMBER 31, 1995

<CAPTION>
                                                                     COSTS    
                                                                  CAPITALIZED 
                                         INITIAL COST TO         SUBSEQUENT TO        GROSS AMOUNT AT WHICH CARRIED      
                                         PARTNERSHIP (A)          ACQUISITION            AT CLOSE OF PERIOD (B)(C)       
                                    --------------------------  --------------      -------------------------------------
                                                   BUILDINGS         LAND,                       BUILDINGS               
                                                     AND         BUILDINGS AND                      AND                  
DESCRIPTION          ENCUMBRANCE      LAND        IMPROVEMENTS   IMPROVEMENTS         LAND      IMPROVEMENTS     TOTAL   
-----------         ------------   -----------    ------------   -------------     ----------   ------------  -----------
<S>                <C>            <C>            <C>           <C>                <C>          <C>          <C>          

SHOPPING
 CENTER:

Spring Hill
Fashion Center . .    $    --        2,400,000       7,200,000       33,901         2,400,000     7,233,901     9,633,901
                      ==========     =========       =========       ======         =========     =========     =========


</TABLE>


<TABLE>
                                                                                             SCHEDULE III - CONTINUED     

                                                JMB MORTGAGE PARTNERS, LTD.
                                                  (A LIMITED PARTNERSHIP)

                                                 AND CONSOLIDATED VENTURES
                             CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
                                                                                           LIFE ON WHICH
                                                                                           DEPRECIATION 
                                                                                             IN LATEST  
                                                                                           STATEMENT OF           1995   
                                    ACCUMULATED              DATE OF         DATE            OPERATION        REAL ESTATE
                                   DEPRECIATION(D)        CONSTRUCTION     ACQUIRED         IS COMPUTED          TAXES   
                                  ----------------        ------------    ----------      --------------      -----------
<S>                              <C>                     <C>              <C>             <C>                <C>         

SHOPPING
 CENTER:

Spring Hill
Fashion Center . . . . . . . . .        240,433               1985            5/2/95            30 years          124,203
                                        =======                                                                   =======

<FN>

Notes:
      (A)   The initial cost to the Partnership represents the Partnership's net carrying value in the property. 
Reference is made to Notes 1 and 2(c).
      (B)   The aggregate cost of real estate owned at December 31, 1995 for Federal income tax purposes was 
            $9,793,600.

</TABLE>


<TABLE>
                                                                                        SCHEDULE III - CONTINUED     

                                              JMB MORTGAGE PARTNERS, LTD.
                                                (A LIMITED PARTNERSHIP)

                                               AND CONSOLIDATED VENTURES
                           CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED



     (C)  Reconciliation of real estate owned at December 31, 1995:

<CAPTION>
                                                                            1995    
                                                                        ----------- 
<S>                                                                    <C>          
      Balance at beginning of period . . . . . . . . . . . . . . . .    $     --    
      Additions during period. . . . . . . . . . . . . . . . . . . .      9,633,901 
                                                                       ------------ 
      Balance at end of period . . . . . . . . . . . . . . . . . . .    $ 9,633,901 
                                                                        =========== 

     (D)  Reconciliation of accumulated depreciation:

      Balance at beginning of period . . . . . . . . . . . . . . . .    $     --    
      Depreciation expense . . . . . . . . . . . . . . . . . . . . .        240,433 
                                                                        ----------- 
      Balance at end of period . . . . . . . . . . . . . . . . . . .    $   240,433 
                                                                        =========== 

</TABLE>




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

     There were no changes in, or disagreements with, accountants during
fiscal year 1994 or 1995.



                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

     The Corporate 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, AGPP Associates, L.P. 
Effective December 31, 1995, AGPP Associates, L.P. acquired all of the
partnership interests in Mortgage Associates, L.P., the Associate General
Partner, and elected to continue the business of Mortgage Associates, L.P. 
AGPP 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 Corporate
General Partner 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 Corporate 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 Corporate 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 Partner-
ship-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.-II ("Mortgage Partners-II"), 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"), JMB Income Properties, Ltd.-XII ("JMB Income-XII") 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
officers and/or directors of various affiliated companies of JMB including
Arvida/JMB Managers Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (the general partner of
Arvida/JMB Partners, L.P.-II ("Arvida-II")), and Income Growth Managers,
Inc. (the corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG"))  Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-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-XII, JMB Income-XIII, 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 Corporate 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 Center, Inc., and
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers.  He is 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 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.  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.  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
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 JD 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 General Partners of the Partnership are entitled to receive a
share of cash distributions, when and as cash distributions are made to the
Limited Partners, and a share of profits or losses.  Reference is also made
to Notes 3 and 7 for a description of such distributions and allocations. 
In 1995, 1994 and 1993, cash distributions of $15,346, $34,375 and $41,741
were paid, respectively, to the General Partners.  The General Partners
were allocated taxable loss of $19,773 in 1995.

     The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate 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.  The relationship of the
Corporate General Partner (and its directors and officers) to its
affiliates is set forth in Item 10 above.

     Urban Retail Properties Company, an affiliate of the Corporate General
Partner, provided property management services to the Partnership for 1995,
for the Partnership's Spring Hill Fashion Center investment property.  In
1995, such affiliate earned property management and leasing fees amounting
to $51,210 for such services, of which $3,822 was unpaid as of December 31,
1995.  As set forth in the Prospectus of the Partnership, the Corporate
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 (but in no event at rates greater than  5%
of the gross income from a residential property and in no event greater
than 6% of the gross income from a commercial property where the property
manager performs leasing services), and such agreements must be terminable
by either party thereto, without penalty upon 60 days' notice.

     JMB Insurance Agency, Inc. an affiliate of the Corporate General
Partner of the Partnership, earned or received insurance brokerage
commissions in 1995 aggregating $4,506, all of which was paid at December
31, 1995, in connection with providing insurance coverage for the Spring
Hill Fashion Center real property investment of the Partnership.  Such
commissions are at rates set by insurance companies for the classes of
coverage provided.

     The Corporate General Partner and its affiliates were due
reimbursement (at cost) in 1995 for accounting services, portfolio
management services, legal services and for administrative charges and
other out-of-pocket expenses of $40,452, $22,618, $1,319 and $26,472,
respectively, of which $24,025 was unpaid at December 31, 1995.  Also,
during 1995, the Partnership recognized and paid certain 1994
administrative charges to the Corporate General Partner and its affiliates
of approximately $42,296 that had not previously been reimbursed.

     The Partnership is obligated to pay (not more often than monthly)
mortgage investment servicing fees to the General Partners at an annual
rate of 1% of the amount funded by the Partnership on mortgage investments.
The servicing fee is calculated from the date the Partnership funds the
mortgage investment.  Payment of one-half of the fee is subordinated to the
receipt by the Limited Partners of a stipulated rate of return on their
current capital accounts.  Such total cumulative unpaid fees, which
previously had generally been deferred but which are currently being paid
to the extent of the unsubordinated portion of such fees, aggregated
$929,159 at December 31, 1995, all of which has been accrued in the
accompanying consolidated financial statements.

     Through November 1994, the Ocean Technology Park Office Building was
managed by an affiliate of the General Partners.  In December 1994, the
affiliated property manager 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 for the purchaser and its affiliates. 
The successor to the affiliated property manager's assets continued to act
as the property manager of the Ocean Technology Park Office Building after
the property's December 16, 1994 sale on the same terms that existed prior
to the sale.

     The General Partners have also continued to defer payment of their
share of distributions of repayment proceeds amounting to $365,849,
resulting from the repayment in February 1987 of the loan secured by the
Lincoln Park Apartments and their share of sale proceeds amounting to
$245,536, resulting from the 1994 sales of the Pineapple Place Apartments
and the Ocean Technology Park Office Building.

     The aggregate amount of deferred payments to the General Partners at
December 31, 1995 in excess of that required by the Partnership Agreement
is equivalent to approximately $15 per Interest. All amounts deferred or
currently payable to the General Partners or their affiliates do not bear
interest.

     Effective October 1, 1995, the Corporate 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.




<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 Corporate General Partner, its officers and directors and the Associate General Partner own as a
group 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 directly        Less than 1%

Limited Partnership 
 Interests                      Neil G. Bluhm                     115 Interests indirectly
                                                                  (1)                         Less than 1%

Limited Partnership 
 Interests                      Judd D. Malkin                    190 Interests indirectly
                                                                  (1)(2)                      Less than 1% 

Limited Partnership 
 Interests                      Corporate General Partner,        195 Interests (1) (2)       Less than 1%
                                its officers and 
                                directors and the
                                Associate General Partner
                                as a group
<FN>
     (1)  Includes 115 Interests owned by investment partnerships, of which Messrs. Bluhm and Malkin  are the
managing general partners thereof and have shared investment and voting power with respect to the Interests so
owned.

     (2)  Includes 75 Interests owned by investment partnerships, of which Mr. Malkin is the managing general
partner thereof and has sole investment and voting power with respect to the Interests so owned.

     No officer or director of the Corporate 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 Corporate 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 or incorporated by           

 reference as part of this report:

              (1)   Financial Statements (See Index to Financial Statements

                    filed with this report.)

              (2)   Exhibits

                    3-A.  The Prospectus of the Partnership dated December 
                          3, 1982, as supplemented April 29, 1983, August
23, 1983 and January 11, 1984 as filed with the Commission pursuant to
Rules 424(b) and 424(c), is hereby incorporated herein by reference. 
Copies of pages 7-9, 41-42, and A-6 to A-9 of the Prospectus are hereby
incorporated herein by reference to Exhibit 3-A to the Partnership's report
for December 31, 1992 (File NO. 2-79095) 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
the Partnership's Registration Statement on Form S-11 (File No. 2-79095)
dated December 3, 1982.  

                    10-A. Promissory Note ($2,495,000) for the Oak Court of
                          Westmont Shopping Center, dated January 14, 1985,
between WBR Westmont Associates, an Illinois limited partnership, LaSalle
National Bank, Trustee, and JMB Mortgage Partners, Ltd., an Illinois
limited partnership is hereby incorporated herein by reference to the
Partnership's report on Form 10-K (File No. 2-79095) for December 31, 1992,
dated March 19, 1993.

                    10-B. Promissory Note ($350,000) for the Oak Court of 
                          Westmont Shopping Center, dated January 14, 1985,
between WBR Westmont Associates, an Illinois limited partnership, LaSalle
National Bank, Trustee, and JMB Mortgage Partners, Ltd., an Illinois
limited partnership is hereby incorporated herein by reference to the
Partnership's report on Form 10-K (File No. 2-79095) for December 31, 1992,
dated March 19, 1993.

                    10-C. Promissory Notes for the Spring Hill Fashion 
                          Center, dated February 13, 1986, between Spring
Hill Associates, an Ohio general partnership, and JMB Mortgage Partners,
Ltd.-III, an Illinois limited partnership, with requisite exhibits, as
filed with the Partnership's Report on Form 8-K for February 18, 1986 is
incorporated herein by reference.

                    10-D. Participation Agreement for the Spring Hill 
                          Fashion Center, dated February 13, 1986, between
JMB Mortgage Partners, Ltd.-III, JMB Mortgage Partners, Ltd. and JMB
Mortgage Partners, Ltd.-II, all Illinois limited partnerships, as filed
with the Partnership's Report on Form 8-K for February 18, 1986 is
incorporated herein by reference.

                    10-E. Agreement for Deed in Lieu of Foreclosure and
related agreements dated as of April 4, 1995 between borrower and lenders
relating to Spring Hill Fashion Center are filed herewith.

                    10-F. Agreement of General Partnership of JMB/Spring
Hill Associates dated May 1, 1995 between JMB Mortgage Partners, Ltd., JMB
Mortgage Partners, Ltd.-II and JMB Mortgage Partners, Ltd.-III is filed
herewith.

                    21.   List of Subsidiaries

                    24.   Powers of Attorney

                    27.   Financial Data Schedule

         (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 the fiscal year 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
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                           JMB MORTGAGE PARTNERS, LTD.

                           By:     JMB Realty Corporation
                                   Corporate 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
                                   Corporate 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 MORTGAGE PARTNERS, LTD.

                                 EXHIBIT INDEX



                                                       DOCUMENT  
                                                    INCORPORATED 
                                                    BY REFERENCE     PAGE
                                                    -------------    ----
3-A.        Pages 7-9, 41-42 and A-6 
            to A-9 of the Prospectus 
            of the Partnership dated 
            December 3, 1982                                 Yes 

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

10-A.       Promissory Note ($2,495,000), 
            dated January 14, 1985                           Yes 

10-B.       Promissory Note ($350,000), 
            dated January 14, 1985                           Yes 

10-C.       Promissory Notes, dated 
            February 13, 1986                                Yes 

10-D.       Participation Agreement, 
            dated February 13, 1986                          Yes 

10-E.       Agreement for Deed in Lieu
            of Foreclosure, dated
            April 4, 1995                                    No  

10-F.       General Partnership Agree-
            ment for JMB/Spring Hill
            Associates, dated May 1, 1995                    No  

21.         List of Subsidiaries                             No  

24.         Powers of Attorney                               No  

27.         Financial Data Schedule                          No