SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q
(Mark One)
  X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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     EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 1999
                               --------------
                                      OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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     EXCHANGE ACT OF 1934.

For the transition period from              to             
                               ------------    ------------
Commission file number 0-11126
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                         BALCOR EQUITY PROPERTIES-XII         
            -------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Illinois                                      36-3169763    
-------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer  
incorporation or organization)                      Identification No.)

2355 Waukegan Road
Bannockburn, Illinois                                     60015    
----------------------------------------            ------------------- 
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code (847) 267-1600
                                                   --------------

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
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<PAGE>
                        BALCOR EQUITY PROPERTIES - XII
                       (An Illinois Limited Partnership)

                                BALANCE SHEETS
                     March 31, 1999 and December 31, 1998
                                  (Unaudited)

                                    ASSETS

                                                1999            1998
                                           --------------- ---------------
Cash and cash equivalents                  $    1,387,863  $    1,407,779
Prepaid expenses                                    1,896
Accrued interest receivable                         5,578           5,985
                                           --------------- ---------------
                                           $    1,395,337  $    1,413,764
                                           =============== ===============


                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                           $       43,385  $       54,683
Due to affiliates                                  20,960          18,437
                                           --------------- ---------------
    Total liabilities                              64,345          73,120
                                           --------------- ---------------

Commitments and contingencies

Limited Partners' capital (37,447
  Interests issued and outstanding)             1,385,404       1,395,056
General Partner's deficit                         (54,412)        (54,412)
                                           --------------- ---------------
    Total partners' capital                     1,330,992       1,340,644
                                           --------------- ---------------
                                           $    1,395,337  $    1,413,764
                                           =============== ===============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                        BALCOR EQUITY PROPERTIES - XII
                       (An Illinois Limited Partnership)

                       STATEMENTS OF INCOME AND EXPENSES
                for the quarters ended March 31, 1999 and 1998
                                  (Unaudited)


                                                 1999            1998
                                           --------------- ---------------
Income:
  Interest on short-term investments       $       16,592  $       20,515
                                           --------------- ---------------
    Total income                                   16,592          20,515
                                           --------------- ---------------

Expenses:
  Administrative                                   26,244          55,127
                                           --------------- ---------------
    Total expenses                                 26,244          55,127
                                           --------------- ---------------
Net loss                                   $       (9,652) $      (34,612)
                                           =============== ===============
Net loss allocated to General Partner                None  $      (12,412)
                                           =============== ===============
Net loss allocated to Limited
  Partners                                 $       (9,652) $      (22,200)
                                           =============== ===============
Net loss per Limited Partnership
  Interest (37,447 issued and
  outstanding) - Basic and Diluted         $        (0.26) $        (0.59)
                                           =============== ===============
Distribution to Limited Partners                     None  $      309,889
                                           =============== ===============
Distribution per Limited Partnership
  Interest                                           None  $         8.28
                                           =============== ===============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                        BALCOR EQUITY PROPERTIES - XII
                       (An Illinois Limited Partnership)

                           STATEMENTS OF CASH FLOWS
                for the quarters ended March 31, 1999 and 1998
                                  (Unaudited)


                                                1999            1998
                                           --------------- ---------------
Operating activities:
  Net loss                                 $       (9,652) $      (34,612)
  Adjustments to reconcile net loss
    to net cash (used in) or
    provided by operating activities:
    Net change in:
      Accounts and accrued interest
        receivable                                    407          19,582
      Prepaid expenses                             (1,896)         (1,372)
      Accounts payable                            (11,298)         13,038
      Due to affiliates                             2,523           3,780
                                           --------------- ---------------
  Net cash (used in) or provided by 
    operating activities                          (19,916)            416
                                           --------------- ---------------
Financing activity:
  Distribution to Limited Partners                               (309,889)
                                                           ---------------
  Cash used in financing activity                                (309,889)
                                                           ---------------
Net change in cash and cash
  equivalents                                     (19,916)       (309,473)
Cash and cash equivalents at 
  beginning of year                             1,407,779       1,801,748
                                           --------------- ---------------
Cash and cash equivalents at end of
  period                                   $    1,387,863  $    1,492,275
                                           =============== ===============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                         BALCOR EQUITY PROPERTIES-XII
                       (An Illinois Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Accounting Policy:

In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the quarter ended March 31,
1999, and all such adjustments are of a normal and recurring nature.

2. Partnership Termination:

The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold its final real estate investment in December
1996. The Partnership has retained a portion of the cash from the property
sales to satisfy obligations of the Partnership as well as establish a reserve
for contingencies. The timing of the termination of the Partnership and the
final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exist or may arise. Such contingencies may
include legal and other fees and costs stemming from litigation involving the
Partnership, including but not limited to, the lawsuit discussed in Note 4 of
Notes to the Financial Statements. Due to this litigation, the Partnership will
not be dissolved and the reserves will be held by the Partnership until the
conclusion of all contingencies.  There can be no assurances as to the time
frame for conclusion of these contingencies.

3. Transactions with Affiliates:

Fees and expenses paid and payable by the Partnership to affiliates during the
quarter ended March 31, 1999 were:
     
                                        Paid        Payable                   
                                      ---------    ---------
   Reimbursement of expenses to
     the General Partner, at cost      $9,410       $20,960

4. Contingencies: 

The Partnership is currently involved in a lawsuit, Masri vs. Lehman Brothers,
Inc., et al., whereby the Partnership and certain affiliates have been named as
defendants alleging claims involving certain state securities and common law
violations with regard to the property acquisition process of the Partnership,
and to the adequacy and accuracy of disclosures of information concerning, as
well as marketing efforts related to, the offering of the Limited Partnership
Interests of the Partnership. The defendants continue to vigorously contest
this action. A plaintiff class has not been certified in this action. No
determinations upon any significant issues have been made. It is not
determinable at this time how the outcome of this action will impact the
remaining cash reserves of the Partnership. The Partnership believes it has
meritorious defenses to contest this claim. 
<PAGE>
                         BALCOR EQUITY PROPERTIES-XII
                       (An Illinois Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

Balcor Equity Properties-XII (the "Partnership") was formed in 1981 to invest
in and operate income-producing real property. The Partnership raised
$37,447,000 through the sale of Limited Partnership Interests and utilized
these proceeds to acquire seven real property investments and a minority joint
venture interest in one additional real property. As of March 31, 1999, the
Partnership has no properties remaining in its portfolio. 

Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1998 for a more complete understanding of
the Partnership's financial position.

Operations
----------

Summary of Operations
---------------------

The operations of the Partnership in 1999 and 1998 consisted of administrative
expenses which were partially offset by interest income earned on short-term
investments. Primarily as a result of lower administrative expenses in 1999,
the Partnership's net loss decreased during 1999 as compared to 1998. Further
discussion of the Partnership's operations is summarized below.

1999 Compared to 1998
---------------------

Discussions of fluctuations between 1999 and 1998 refer to quarters ended March
31, 1999 and 1998.

As a result of lower interest rates in 1999 and lower average cash balances due
primarily to a distribution to Limited Partners in January 1998, interest
income on short-term investments decreased in 1999 as compared to 1998.

Primarily due to a decrease in accounting and legal fees, administrative
expenses decreased during 1999 as compared to 1998.

Liquidity and Capital Resources
-------------------------------

The cash position of the Partnership decreased by approximately $20,000 as of
March 31, 1999 as compared to December 31, 1998 primarily due to cash used in
operating activities for the payment of administrative expenses, which was
partially offset by interest income earned on short-term investments.

The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
<PAGE>
real estate. The Partnership sold its final real estate investment in December
1996. The Partnership has retained a portion of the cash from the property
sales to satisfy obligations of the Partnership as well as establish a reserve
for contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies include legal and
other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 4 of Notes to
Financial Statements. Due to this litigation, the Partnership will not be
dissolved and the reserves will be held by the Partnership until the conclusion
of all contingencies. There can be no assurances as to the time frame for
conclusion of these contingencies.

Limited Partners have received cumulative distributions of $636.63 per $1,000
Interest, as well as certain tax benefits. Of this amount, $70.00 has been from
Net Cash Receipts and $566.63 has been from Net Cash Proceeds. No additional
distributions are anticipated to be made prior to the termination of the
Partnership. However, after paying final partnership expenses, any remaining
cash reserves will be distributed. Limited Partners will not recover all of
their original investment.

The Partnership sold all of its remaining real property investments in 1996 and
distributed a majority of the proceeds from these sales to Limited Partners in
1997. Since the Partnership no longer has any operating assets, the number of
computer systems and programs necessary to operate the Partnership has been
significantly reduced. The Partnership relies on third party vendors to perform
most of its functions and has implemented a plan to determine the Year 2000
compliance status of these key vendors. The Partnership is within its timeline
for having these plans completed prior to the year 2000.

The Partnership's plan to determine the Year 2000 compliance status of its key
vendors involves the solicitation of information from these vendors through the
use of surveys, follow-up discussions and review of data where needed. The  
Partnership has sent out surveys to these vendors and received back a majority
of these surveys. While the Partnership cannot guarantee Year 2000 compliance
by its key vendors, and in many cases will be relying on statements from these
vendors without independent verification, preliminary surveys indicate that the
key vendors performing services for the Partnership are aware of the issues and
are working on a solution to achieve compliance before the year 2000. The
Partnership is in the process of developing a contingency plan in the event any
of its key vendors are not Year 2000 compliant prior to the year 2000. As part
of its contingency plan, the Partnership will identify replacement vendors in
the event that current vendors are not substantially Year 2000 compliant by
June 30, 1999. The Partnership does not believe that failure by any of its key
vendors to be Year 2000 compliant by the year 2000 would have a material effect
on the business, financial position or results of operations of the
Partnership.
<PAGE>
                         BALCOR EQUITY PROPERTIES-XII
                       (An Illinois Limited Partnership)

                          PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  Exhibits:

(4)  Certificate of Limited Partnership set forth as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-11 dated July 2, 1982
(Registration No. 2-76947) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-11126) are hereby
incorporated herein by reference.

(27) Financial Data Schedule of the Registrant for the quarter ending March 31,
1999 is attached hereto.

(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended March 31, 1999.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              BALCOR EQUITY PROPERTIES-XII



                              By: /s/Thomas E. Meador
                                  -----------------------------
                                  Thomas E. Meador
                                  President and Chief Executive Officer 
                                  (Principal Executive Officer) of Balcor 
                                  Partners - XII, the General Partner



                              By: /s/Jayne A. Kosik
                                  ------------------------------
                                  Jayne A. Kosik
                                  Senior Managing Director and Chief Financial
                                  Officer (Principal Accounting and Financial 
                                  Officer) of Balcor Partners - XII, the 
                                  General Partner


Date:  May 10, 1999  
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