FIRST WILKOW VENTURE
approximately $21,600,000. The Registrant received distributions related to the sale in July 2005.  On August 2, 2005, the property owned by M & J/Prospect Crossing Limited Partnership was sold for $19,900,000, resulting in net cash proceeds of $7,300,000 after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of approximately $10,400,000. The Registrant and M & J/Retail Limited Partnership each received a distribution related to the sale in August 2005.  On September 2, 2005, the underlying property owned by Yorkshire Plaza Investors was sold for $29,500,000, resulting in net cash proceeds of $10,100,000 after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of approximately $8,700,000. M & J/Retail Limited Partnership received a distribution related to the sale in September 2005.  On December 1, 2005, the underlying property owned by M & J/2121 K Street, LLC was sold for $67,450,000, resulting in net cash proceeds of $26,700,000 after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of $19,600,000. The Registrant received a distribution related to the sale in December 2005.  (c) Proposed Purchases and Sales:  None  (d) Declined Purchases:  None  COMPETITIVE POSITION  In general, none of the Registrant's properties are immune from the pressures of competition. There are competing properties serving the geographical areas in which each of the Registrant's properties are located. The amount of revenue generated annually from these properties is very much dependent upon national economic conditions generally and upon local economic conditions specifically, among the latter of which are the availability and demand for office space, commercial space and apartment units, as the case may be. In general, the Registrant may incur substantial costs, from time to time, at its commercial properties, in connection with either the renewal of existing leases or the marketing of vacant space to new tenants. These costs may include the costs of improving and upgrading space to be competitive, as well as the payment of brokerage commissions.                                          -3-                                         PART I
M & J/Prospect Crossing Limited Partnership  On February 24, 2000, M & J/Retail invested $500,000 to obtain a 10.58% interest in M & J/Prospect Crossing Limited Partnership, which owned a shopping center located in Lake in the Hills, Illinois. The shopping center was sold on August 2, 2005, for a purchase price of $19,900,000, netting a gain on sale of approximately $10,400,000. A distribution was received by M & J/Retail related to the sale in August 2005.  The Registrant also holds an 11.21% interest in M & J/Prospect Crossing Limited Partnership (see Page 5).  Yorkshire Plaza Investors, LLC  On April 10, 2000, M & J/Retail invested $243,000 to obtain a 26.01% interest in Yorkshire Plaza Investors, LLC, which has a 20.00% interest in Yorkshire LLC, which owns Yorkshire Plaza, a shopping center located in Aurora, Illinois. On September 2, 2005, the shopping center was sold for $29,500,000, resulting in net cash proceeds of $10,100,000 after satisfaction of the outstanding mortgage obligation. The transaction netted a gain on sale of approximately $8,700,000. M & J/Retail received a sale distribution in September 2005.  NAPERVILLE OFFICE COURT, NAPERVILLE, ILLINOIS  In August 1986, pursuant to the terms of an exchange agreement, the Registrant acquired the Naperville Office Court for $4,830,000.  On June 8, 1998, the property was refinanced and encumbered with a mortgage of $4,500,000 bearing interest at an annual rate of 7.13%. The loan is to be amortized over a 30-year schedule, with a balloon payment of the unpaid principal balance due on August 1, 2008.  209 WEST JACKSON, CHICAGO, ILLINOIS  On August 24, 1995, the Registrant acquired a 59.44% undivided interest in 209 West Jackson, a 142,996 square foot office building located in downtown Chicago, in exchange for its 57.67% undivided interest in another asset.  On October 22, 1999, both the ownership and the debt were restructured. The Registrant and its tenants in common rolled up their interests into a new limited liability company, 209 West Jackson LLC. In addition to the interest, each cotenant was responsible for a capital infusion, of which the Registrant's share was $710,000, to obtain a 71% interest in the newly formed 209 West Jackson LLC. Subsequent to a partial pay down of the principal balance and approximately $5,000,000 of debt forgiveness by the property's lender, GE Capital Corporation, the property's debt was reduced to $10,000,000.  On November 1, 2004, the property was refinanced with a new floating rate loan from GE Capital Corporation. As part of the refinancing, 209 West Jackson LLC was required to contribute new capital in the amount of $1,000,000. A capital call was required for $850,000, of which the Registrant's share was $603,500. The loan was funded in the amount of $8,660,000 initially and carries an additional facility of $3,270,000 to fund capital improvements and leasing costs. The note matures on November 1, 2007.                                          -8-                                         PART I
Legal proceedings pending involve either suits which have been instituted by the Registrant or its agents against tenants who are in default of their lease obligations or the defense of alleged personal injury claims incidental to the operation of properties accessible to the general public. All of the personal injury claims are covered by insurance. It is not anticipated that the outcome of any of these proceedings, if unfavorable to the Registrant, will have a materially adverse impact on the Registrant.                                          -9-                                         PART I
None                                         -10-                                         PART II
The number of holders of record of equity securities of the Registrant as of December 31, 2005, was approximately:    TITLE OF CLASS                         NUMBER OF RECORD HOLDERS - --------------                         ------------------------   Unit of Limited Partnership Interest              320   The Registrant's units of limited partnership interest are not actively traded in a regulated market. The restrictions on the sale, transfer, assignment or pledge of partnership units are described in the Agreement of Limited Partnership of the Registrant as amended.                                         -11-                                        PART II
YEARS ENDED DECEMBER 31,                            ---------------------------------                             2005     2004     2003     2002                            ------   ------   ------   ------      OPERATING RESULTS (IN THOUSANDS) Total revenue              $8,391   $8,647   $8,728   $8,588 Net income (loss)*         $1,888   $4,058   $1,099   $ (389) PARTNERSHIP UNIT DATA (PER PARTNERSHIP UNIT) Net income (loss):    General partner*        $11.58   $23.74   $ 6.43   $(2.28)    Limited partner*        $11.58   $23.74   $ 6.43   $(2.28) Cash distributions paid:    General partner         $14.85   $ 6.60   $ 4.40   $ 6.30    Limited partner         $14.85   $ 6.60   $ 4.40   $ 6.30   *    Includes gain (loss) on sale of real estate properties                                        YEARS ENDED DECEMBER 31,                               -------------------------------------                                 2005      2004      2003      2002                               -------   -------   -------   -------      FINANCIAL POSITION DATA Total assets (in thousands)   $37,773   $41,440   $39,306   $38,692 Net book value per unit       $ 91.69   $ 95.04   $ 77.90   $ 75.87                                          -12-                                         PART II
LIQUIDITY AND CAPITAL RESOURCES  On January 20, 1995, the Registrant entered into a revolving credit facility with LaSalle National Bank. The facility, due September 1, 2006, pays interest at the prime rate. Maximum borrowings under the facility agreement are the lesser of $675,000 or 80% of the fair market value of the Registrant's investment in Duke Realty Limited Partnership (see Item 2). Borrowings under the facility agreement are secured by the partnership units of Duke Realty Limited Partnership owned by the Registrant. As of December 31, 2005, no amounts are outstanding under this facility.  The liquid assets of the Registrant decreased as of December 31, 2005, when compared to December 31, 2004, due to distributions of proceeds from partnership investment sales.  There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on the Registrant's revenues from continuing operations.  The Registrant does not have any off-balance sheet arrangements.  The Registrant does not own any significant plant or equipment that it would seek to sell in the near future.  The general partners currently believe that the amount of working capital reserves, when considered with the Registrant's projected cash flows from operations in 2006 and borrowings under the revolving credit facility, will be sufficient to cover any normal cash or liquidity requirements which may be reasonably foreseen.                                         -16-                                         PART II
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                PAGE                                                                             ----   Report of Independent Registered Public Accounting Firm                      18  First Wilkow Venture:     Consolidated Balance Sheets, December 31, 2005 and 2004                   19     Consolidated Statements of Operations,    Years Ended December 31, 2005, 2004 and 2003                              20     Consolidated Statements of Partners' Capital,    Years Ended December 31, 2005, 2004 and 2003                              21     Consolidated Statements of Cash Flows,    Years Ended December 31, 2005, 2004 and 2003                              22     Notes to Financial Statements,    December 31, 2005, 2004 and 2003                                          23                                          -17-                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Partners  FIRST WILKOW VENTURE  We have audited the accompanying consolidated balance sheets of First Wilkow Venture (the "Partnership") as of December 31, 2005 and 2004, and the related consolidated statements of operations, partners' capital, and cash flows for the years ended December 31, 2005, 2004 and 2003. Our audits also included the financial statement schedules listed in the index at Item 15 on Page 52 for the years ended December 31, 2005, 2004 and 2003. These consolidated financial statements and financial statement schedules are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of First Wilkow Venture and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for the years ended December 31, 2005, 2004 and 2003 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.   /s/ Mayer Hoffman McCann P.C.  Mayer Hoffman McCann P.C.  Chicago, Illinois February 10, 2006                                         -18-                              CONSOLIDATED BALANCE SHEETS                             December 31, 2005 and 2004                                                   2005          2004                                            -----------   -----------                                         ASSETS  REAL ESTATE    Land                                    $ 4,030,069   $ 4,030,069    Buildings and improvements               36,234,771    33,052,041    Fixtures and equipment                       23,511        23,511                                            -----------   -----------       TOTAL REAL ESTATE                     40,288,351    37,105,621    Accumulated depreciation                 15,201,137    14,360,780                                            -----------   -----------       NET REAL ESTATE                       25,087,214    22,744,841                                            -----------   ----------- INVESTMENTS IN REAL ESTATE PARTNERSHIPS      3,399,869     5,060,888                                            -----------   ----------- LOANS RECEIVABLE                                86,963        86,963                                            -----------   ----------- OTHER ASSETS    Cash and cash equivalents                 5,271,107     9,863,712    Certificates of deposit - restricted        250,000       250,000    Receivables and prepaid expenses          1,161,729     1,193,922    Deposits                                  1,070,346       893,892    Deferred charges                          1,445,438     1,345,651                                            -----------   -----------       TOTAL OTHER ASSETS                     9,198,620    13,547,177                                            -----------   -----------       TOTAL ASSETS                         $37,772,666   $41,439,869                                            ===========   ===========                         LIABILITIES AND PARTNERS' CAPITAL  MORTGAGE NOTES PAYABLE                     $19,472,016   $19,638,439                                            -----------   ----------- OTHER LIABILITIES    Accounts payable and accrued expenses       164,525        95,758    Accrued property taxes                    1,330,033     1,297,188    Deferred state income taxes                 128,000       170,000    Security deposits and prepaid rent          414,622       856,963                                            -----------   -----------       TOTAL OTHER LIABILITIES                2,037,180     2,419,909                                            -----------   ----------- MINORITY INTEREST                            1,318,958     3,137,378                                            -----------   ----------- PARTNERS' CAPITAL                           14,944,512    16,244,143                                            -----------   -----------       TOTAL LIABILITIES AND PARTNERS'          CAPITAL                           $37,772,666   $41,439,869                                            ===========   ===========                                          -19-                          CONSOLIDATED STATEMENTS OF OPERATIONS                    Years Ended December 31, 2005, 2004 and 2003                                                               2005          2004          2003                                                        -----------   -----------   -----------     REVENUE    Rental                                               $8,052,653   $ 8,375,821    $8,299,619    Interest                                                218,226       120,296        85,272    Gain on disposal of real estate and other revenue       119,925       151,234       343,605                                                         ----------   -----------    ----------       TOTAL REVENUE                                      8,390,804     8,647,351     8,728,496                                                         ----------   -----------    ---------- PARTNERSHIP INVESTMENTS' INCOME                          2,031,436     5,056,986     1,586,062                                                         ----------   -----------    ---------- EXPENSES    Operating                                             4,137,910     4,340,605     4,044,172    Real estate taxes                                     1,324,139     1,255,043     1,271,941    Depreciation and amortization                         1,276,562     1,251,479     1,267,932    Interest                                              1,381,154     1,552,783     1,631,888    General and administrative                              135,131       112,261       104,477                                                         ----------   -----------    ----------       TOTAL EXPENSES                                     8,254,896     8,512,171     8,320,410                                                         ----------   -----------    ---------- LOSS ON DISPOSITION OF TENANT    IMPROVEMENTS                                                 --            --       148,175                                                         ----------   -----------    ----------       INCOME FROM OPERATIONS                             2,167,344     5,192,166     1,845,973 MINORITY INTEREST IN SUBSIDIARIES'    NET INCOME                                             (279,196)   (1,134,155)     (746,814)                                                         ----------   -----------    ----------       NET INCOME                                        $1,888,148   $ 4,058,011    $1,099,159                                                         ==========   ===========    ========== UNITS - AUTHORIZED AND ISSUED    General partner                                           9,612         9,445         9,329    Limited partner                                         153,374       161,471       161,587 NET INCOME PER UNIT    General partner                                      $    11.58   $     23.74    $     6.43    Limited partner                                           11.58         23.74          6.43 BOOK VALUE PER UNIT    General partner                                      $    91.69   $     95.04    $    77.90    Limited partner                                           91.69         95.04         77.90 CASH DISTRIBUTIONS PAID    General partner                                      $    14.85   $      6.60    $     4.40    Limited partner                                           14.85          6.60          4.40                                          -20-                     CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL                    Years Ended December 31, 2005, 2004 and 2003       BALANCE - DECEMBER 31, 2002                        $ 781,408   $12,185,640   $12,967,048  ADD (DEDUCT)    Income for year ended December 31, 2003            59,369     1,039,790     1,099,159    To reflect changes in partnership capital       between general and limited partners - net      16,770       (16,770)           --    Cash distributions for the year ended       December 31, 2003                              (40,620)     (711,410)     (752,030)                                                    ---------   -----------   ----------- BALANCE - DECEMBER 31, 2003                          816,927    12,497,250    13,314,177  ADD (DEDUCT)    Income for year ended December 31, 2004           224,002     3,834,009     4,058,011    To reflect changes in partnership capital       between general and limited partners - net      15,080       (15,080)           --    Cash distributions for the year ended       December 31, 2004                              (62,268)   (1,065,777)   (1,128,045)                                                    ---------   -----------   ----------- BALANCE - DECEMBER 31, 2004                          993,741    15,250,402    16,244,143  ADD (DEDUCT)    Income for year ended December 31, 2005           111,352     1,776,796     1,888,148    To reflect changes in partnership capital       between general and limited partners - net      21,710       (21,710)           --    Cash distributions for the year ended       December 31, 2005                             (148,713)   (2,372,946)   (2,521,659)    Redemption of limited partner units                    --      (666,120)     (666,120)                                                    ---------   -----------   ----------- BALANCE - DECEMBER 31, 2005                        $ 978,090   $13,966,422   $14,944,512                                                    =========   ===========   ===========                                          -21-                          CONSOLIDATED STATEMENTS OF CASH FLOWS                    Years Ended December 31, 2005, 2004 and 2003                                                                        2005          2004          2003                                                                 -----------   -----------   -----------     CASH FLOWS FROM OPERATING ACTIVITIES    Net income                                                   $ 1,888,148   $ 4,058,011   $ 1,099,159    Adjustments to reconcile net income to net cash       flows from operating activities:          Depreciation and amortization                            1,276,562     1,251,479     1,267,932          Deferred state income taxes                                (42,000)           --            --          Net gain on disposal of land, building and             improvements                                                 --            --       (94,002)          Net loss on disposal of tenant improvements                     --            --       148,175          Income from partnerships                                (2,031,436)   (5,056,986)   (1,586,062)          Decrease (increase) in operating assets:             Receivables and prepaid expenses                         32,193      (312,833)      357,003             Deposits                                               (176,454)      126,439      (215,502)          Increase (decrease) in operating liabilities:             Accounts payable and accrued expenses                    68,767      (250,034)      174,419             Accrued property taxes                                   32,845        (4,808)        6,274             Security deposits and prepaid rent                     (442,341)      350,223       (77,707)                                                                 -----------   -----------   -----------          NET CASH FLOWS FROM OPERATING ACTIVITIES                   606,284       161,491     1,079,689                                                                 -----------   -----------   ----------- CASH FLOWS FROM INVESTING ACTIVITIES    Investment in land, building and furniture and equipment      (3,363,001)   (1,709,278)   (1,156,932)    Investment in partnerships                                      (587,740)     (697,747)     (378,601)    Collections of loans receivable                                       --            --       854,762    Investment in deferred charges (primarily unamortized       broker commissions)                                          (355,721)     (408,891)     (328,113)    Proceeds from sale of real estate, net of selling expenses            --            --       212,396    Partnership investment draws                                   4,280,195     7,935,687     1,904,058    Increase (decrease) in minority interest                      (1,818,420)      (14,063)      573,248                                                                 -----------   -----------   -----------          NET CASH FLOWS FROM INVESTING ACTIVITIES                (1,844,687)    5,105,708     1,680,818                                                                 -----------   -----------   ----------- CASH FLOWS FROM FINANCING ACTIVITIES    Repayment of mortgage notes and notes payable                   (166,423)   (1,223,946)     (235,988)    Proceeds from mortgage note financing                                 --       346,144       267,090    Redemption of limited partnership units                         (666,120)           --            --    Distributions to partners                                     (2,521,659)   (1,128,045)     (752,030)                                                                 -----------   -----------   -----------          NET CASH FLOWS FROM FINANCING ACTIVITIES                (3,354,202)   (2,005,847)     (720,928)                                                                 -----------   -----------   -----------          NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (4,592,605)    3,261,352     2,039,579          CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR             9,863,712     6,602,360     4,562,781                                                                 -----------   -----------   -----------          CASH AND CASH EQUIVALENTS, END OF YEAR                 $ 5,271,107   $ 9,863,712   $ 6,602,360                                                                 -----------   -----------   -----------                                          -22-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES       PRINCIPLES OF CONSOLIDATION - The financial statements include the accounts      of all entities in which First Wilkow Venture (the "Partnership") owns      fifty percent or more and maintains effective control. Investments in      entities in which ownership interests are less than fifty percent and the      Partnership exercises significant influence over operating and financial      policies are accounted for on the equity method. Other investments are      accounted for on the cost method. Intercompany accounts and transactions      between consolidated entities have been eliminated in consolidation.       NATURE OF OPERATIONS - The Partnership owns outright or has participatory      ownership interests in real property located throughout the United States      for investment purposes. Rental income is derived from leasing to lessees      (under operating leases) various types of real estate owned by the      Partnership. Rent abatements and scheduled rent increases are recognized on      a straight-line basis over the tenant related leases. There are no      individual tenant leases that account for a significant portion of the      Partnership's rental income.       USE OF ESTIMATES - The preparation of financial statements in conformity      with U.S. generally accepted accounting principles requires management to      make estimates and assumptions that affect the reported amounts of assets      and liabilities and disclosure of contingent assets and liabilities at the      date of financial statements, and the reported amounts of revenues and      expenses during the reporting period. Actual results could differ from      those estimates.       DEPRECIATION - Depreciation on buildings, improvements, furniture and      equipment is computed using the straight-line and accelerated methods based      on the estimated useful lives of the respective assets as follows:    PROPERTY                           PRINCIPAL METHODS              USEFUL LIVES - --------                        ----------------------   ------------------------------    180 North Michigan    a. Building                  Straight-line                                  35 years    b. Building improvements     Straight-line                                   Various    c. Tenant improvements       Straight-line            Terms of related tenant leases    d. Furniture and equipment   150% Declining balance                         12 years  Naperville Office Court    a. Building                  Straight-line                                  25 years    b. Building improvements     Straight-line                                   Various    c. Tenant improvements       Straight-line            Terms of related tenant leases    d. Furniture and equipment   150% Declining balance                          Various  209 West Jackson    a. Building                  Straight-line                                  40 years    b. Building improvements     Straight-line                                   Various    c. Tenant improvements       Straight-line            Terms of related tenant leases                                          -23-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)       AMORTIZATION - Deferred charges are being amortized using the straight-line      method over lives ranging from 1 to 40 years. These costs represent real      estate acquisition costs, deferred broker commissions and mortgage      financing costs.       INCOME TAXES - There is no provision for Federal income taxes as the      partners report their share of the Partnership's net income or loss in      their individual income tax returns.       Deferred state income taxes are provided on certain real estate sales that      are taxable to the Partnership which are being reported on an installment      or tax free exchange basis for income tax purposes.       BASIS OF ACCOUNTING - For purposes of the consolidated statements of cash      flows, the Partnership considers certificates of deposit with a maturity of      three months or less to be cash equivalents. Certain Partnership deposits      at LaSalle National Bank are in excess of the amount insured by the Federal      Deposit Insurance Corporation and are, therefore, considered a      concentration of credit risk.       Investments are reported using either the cost or equity methods of      accounting. Under the equity method, the cost of these investments is      reduced by a pro rata share of net losses and drawings and increased by a      pro rata share of net income of the investee. Under the cost method, income      is reported as draws are received.       Land, buildings and improvements are carried at cost. Major additions and      betterments are charged to the property accounts; maintenance and repairs      which do not improve or extend the life of the respective assets are      charged to expense as incurred. When assets are sold or retired, the cost      and accumulated depreciation are removed from the accounts, and any gain or      loss is recognized.       The assets of the Partnership are reviewed for impairment whenever events      or changes in circumstances indicate that the carrying value may not be      recoverable. An asset is considered to be impaired when the estimated      future undiscounted operating income is less than its carrying value. To      the extent impairment has occurred, the excess of carrying value of the      asset over its estimated fair value will be charged to income.       RECEIVABLES - The Partnership carries its receivables at cost. On a      periodic basis, the Partnership evaluates its receivables and determines if      an allowance for doubtful accounts is necessary. This determination is      based on a history of past write-offs and collections and current credit      conditions. If the Partnership determines an account is uncollectible, the      account is written off to bad debt expense. No allowance for doubtful      accounts was deemed necessary as of December 31, 2005 and 2004.                                         -24-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND CO TENANCIES       As of December 31, 2005 and 2004, the Partnership had $433,491 and      $2,616,483, respectively of aggregate cost method investments, all of which      were evaluated for impairment. None of the investments were considered      impaired as of December 31, 2005 and 2004. A summary of the income or loss      from partnership investments included in the accompanying consolidated      statements of operations on the equity method of accounting, unless      otherwise indicated, is as follows:                                                     2005            2004           2003                                               ----------      ----------     ----------     L-C Office Partnership IV                     $       --      $ (181,735)    $  (46,441) M & J/Grove Limited Partnership                 (111,867)          6,933        (43,049) M & J/LaSalle Office Tower, LLC                   16,764              --             -- M & J/Eden Prairie Limited Partnership                --         213,731(a)          --(a) Duke Realty Limited Partnership                  141,446(a)       89,727(a)      88,694(a) First Candlewick Associates                       22,550(a)       48,675(a)      15,400(a) Second Wilkow Venture                             19,700(a)       13,888(a)       5,122(a) Wilkow/Retail Partners Limited Partnership           750(a)        1,463(a)         189(a) M & J/Louisville, LLC                            247,844(b)       28,125(a)         n/a M & J/LaSalle Associates                         (55,545)         25,781(a)         n/a M & J/Mid Oak Limited Partnership                    (10)             --          7,284(a) M & J/2121 K Street, LLC                         287,085(b)           --             -- Arlington LLC                                    247,166(b)    3,083,679(b)       7,064 M & J/NCT Louisville LP                          380,717(b)       10,923(a)          --(a) M & J/Prospect Crossing Limited Partnership      755,022(b)       29,654        114,706 Fulcrum, LLC                                          --         705,884          1,536 M & J/Clark Street, LLC                         (161,222)             --(a)          --(a) Yorkshire Plaza Investors, LLC                   450,036(b)           --(a)      13,972(a) Wilkow/Grove Partners Limited Partnership             --(a)           --(a)          81(a) M & J/Battery, LLC                                (9,033)         58,557(a)      29,813(a) M & J/Clarkfair Limited Partnership                   --         829,699(b)      33,891 M & J/Westwood Limited Partnership                    --          43,708            n/a M & J/Crossroads Limited Partnership                  --        (128,601)            -- Metro Equities, Ltd.                              45,558           1,496            n/a M & J/Warrenville, LLC                            (5,512)            n/a            n/a M & J/Bayfair 580, LLC                          (371,000)(a)      62,733(a)   1,244,014(a) Centennial FWV, LLC                              130,987         112,666        113,786                                               ----------      ----------     ----------                                               $2,031,436      $5,056,986     $1,586,062                                               ==========      ==========     ==========   (a)  Income recognized under the cost method.  (b)  Includes gain/loss on disposition of investment.                                         -25-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       The following is a summary of financial position and results of operations      of the properties in which the Partnership has an equity partnership      interest. The following schedule has been prepared from unaudited financial      information provided by these partnerships as of their calendar year ends.       Year ended December 31, 2005:                                                         M & J/                                                     PROSPECT                                        M & J/       CROSSING    M & J/GROVE                                     CENTENNIAL,     LIMITED       LIMITED          METRO                                         LLC       PARTNERSHIP   PARTNERSHIP   EQUITIES, LTD.                                     -----------   -----------   -----------   --------------      BALANCE SHEET Real estate - net of    accumulated depreciation         $11,674,385   $        --    $7,882,970    $   453,201 Current assets                          188,105       516,778       630,001         39,048 Other assets                             87,728            --       145,586         10,253                                     -----------   -----------    ----------    -----------    TOTAL ASSETS                     $11,950,218   $   516,778    $8,658,557    $   502,502                                     ===========   ===========    ==========    =========== Mortgages payable                   $ 9,867,929   $        --    $6,156,939    $ 1,731,359 Other liabilities                        13,179        29,985       394,434          3,862 Partners' capital (deficit)           2,069,110       486,793     2,107,184     (1,232,719)                                     -----------   -----------    ----------    -----------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL (DEFICIT)   $11,950,218   $   516,778    $8,658,557    $   502,502                                     ===========   ===========    ==========    ===========  STATEMENT OF OPERATIONS Revenue                             $ 1,231,606   $   818,745    $1,639,441    $   208,000 Less:    Operating expenses                   173,041       313,030       980,010         57,646    Other expenses                       594,612     1,350,020       420,409         90,020    Depreciation                         255,414       161,797       334,457         14,783                                     -----------   -----------    ----------    -----------    NET INCOME (LOSS)                $   208,539   $(1,006,102)   $  (95,435)   $    45,551                                     ===========   ===========    ==========    ===========                                          -26-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       Year ended December 31, 2005:                                                                        M & J/                                                     600 BATTERY     LASALLE                                     2121 K STREET     STREET,       OFFICE                                          LLC            LLC       TOWER, LLC                                     -------------   -----------   ----------     BALANCE SHEET Real estate - net of    accumulated depreciation          $        --    $33,849,024   $       -- Current assets                         2,730,194      1,741,977       92,292 Other assets                                  --        853,877    1,433,735                                      -----------    -----------   ----------    TOTAL ASSETS                      $ 2,730,194    $36,444,878   $1,526,027                                      ===========    ===========   ========== Mortgages payable                    $        --    $25,233,521   $       -- Other liabilities                      1,653,028         47,770           -- Partners' capital (deficit)            1,077,166     11,163,587    1,526,027                                      -----------    -----------   ----------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL (DEFICIT)    $ 2,730,194    $36,444,878   $1,526,027                                      ===========    ===========   ========== STATEMENT OF OPERATIONS Revenue                              $ 5,279,579    $ 5,381,870   $       -- Net Income from K-1s                          --             --       78,070 Less:    Operating expenses                  4,152,004      1,464,901        8,333    Other expenses                      2,158,691      1,947,530           --    Depreciation                          881,261        519,945           --                                      -----------    -----------   ----------    NET INCOME (LOSS)                 $(1,912,377)   $ 1,449,494   $   69,737                                      ===========    ===========   ==========                                          -27-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       Year ended December 31, 2005:                                            NCT           CMJ                      20 SOUTH                                     LOUISVILLE    WARRENVILLE   ARLINGTON   CLARK STREET,                                         LLC           LLC          LLC           LLC                                     -----------   -----------   ---------   -------------      BALANCE SHEET Real estate - net of    accumulated depreciation         $        --   $23,128,322   $     --     $45,583,200 Current assets                          298,967       470,402         --       4,277,947 Other assets                                 --       573,863         --       1,623,803                                     -----------   -----------   --------     -----------    TOTAL ASSETS                     $   298,967   $24,172,587   $     --     $51,484,950                                     ===========   ===========   ========     =========== Mortgages payable                   $        --   $12,138,259   $     --     $20,457,075 Other liabilities                       387,133       930,115         --       3,672,250 Partners' capital (deficit)             (88,166)   11,104,213         --      27,355,625                                     -----------   -----------   --------     -----------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL (DEFICIT)   $   298,967   $24,172,587   $     --     $51,484,950                                     ===========   ===========   ========     =========== STATEMENT OF OPERATIONS Revenue                             $ 6,936,669   $        --   $     --     $ 5,404,886 Less:    Operating expenses                 6,566,467       456,884     28,975       4,766,427    Other expenses                     2,164,069       214,884         --       1,439,993    Depreciation                       1,021,418        67,050         --       1,410,529                                     -----------   -----------   --------     -----------    NET INCOME (LOSS)                $(2,815,285)  $  (738,818)  $(28,975)    $(2,212,063)                                     ===========   ===========   ========     ===========                                          -28-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       Year ended December 31, 2004:                                                                      M & J/                                                                  PROSPECT                                                     M & J/       CROSSING    M & J/GROVE                                      ARLINGTON   CENTENNIAL,     LIMITED       LIMITED          METRO                                         LLC          LLC       PARTNERSHIP   PARTNERSHIP   EQUITIES, LTD.                                     ----------   -----------   -----------   -----------   --------------       BALANCE SHEET Real estate - net of    accumulated depreciation         $       --   $11,925,289   $10,622,765    $8,512,189    $   463,026 Current assets                         533,626       141,509       772,779       430,153         10,267 Other assets                                --       100,412        24,051       194,227         12,300                                     ----------   -----------   -----------    ----------    -----------    TOTAL ASSETS                     $  533,626   $12,167,210   $11,419,595    $9,136,569    $   485,593                                     ==========   ===========   ===========    ==========    =========== Mortgages payable                   $       --   $10,002,726   $10,987,027    $6,239,174    $ 1,757,170 Other liabilities                           --        14,839       348,928       382,852            700 Partners' capital (deficit)            533,626     2,149,645        83,640     2,514,543     (1,272,277)                                     ----------   -----------   -----------    ----------    -----------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL (DEFICIT)   $  533,626   $12,167,210   $11,419,595    $9,136,569    $   485,593                                     ==========   ===========   ===========    ==========    =========== STATEMENT OF OPERATIONS Revenue                             $2,438,030   $ 1,172,682   $ 1,936,967    $1,675,060    $    17,404 Less:    Operating expenses                  879,459       191,237       704,259       961,599          5,036    Other expenses                    1,015,035       604,062       824,921       426,944         10,842    Depreciation                        297,307       255,314       277,071       338,316          2,581                                     ----------   -----------   -----------    ----------    -----------    NET INCOME (LOSS)                $  246,229   $   122,069   $   130,716    $  (51,799)   $    (1,055)                                     ==========   ===========   ===========    ==========    ===========                                          -29-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       Year ended December 31, 2003:                                                                 M & J/                                                             PROSPECT                                                M & J/       CROSSING    M & J/GROVE     SHOPS AT                                ARLINGTON    CENTENNIAL,     LIMITED       LIMITED       CLARK'S                                   LLC           LLC       PARTNERSHIP   PARTNERSHIP     POND LLC                               -----------   -----------   -----------   -----------   -----------       BALANCE SHEET Real estate - net of    accumulated depreciation   $17,299,046   $12,180,603   $10,899,835    $8,675,906   $16,481,481 Current assets                  1,092,684       167,842       823,286       384,366       458,724 Other assets                      359,591       113,096        10,255       194,782       605,384                               -----------   -----------   -----------    ----------   -----------    TOTAL ASSETS               $18,751,321   $12,461,541   $11,733,376    $9,255,054   $17,545,589                               ===========   ===========   ===========    ==========   =========== Mortgages payable             $18,019,168   $10,128,072   $11,141,446    $6,314,874   $15,615,291 Other liabilities                 699,460        13,856       341,372       378,442        15,782 Partners' capital                  32,693     2,319,613       250,558     2,561,738     1,914,516                               -----------   -----------   -----------    ----------   -----------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL       $18,751,321   $12,461,541   $11,733,376    $9,255,054   $17,545,589                               ===========   ===========   ===========    ==========   =========== STATEMENT OF OPERATIONS Revenue                       $ 3,866,476   $ 1,248,594   $ 1,917,374    $1,555,574   $ 2,849,836 Less:    Operating expenses           2,052,979       202,638       518,112       955,073       986,203    Other expenses               1,442,898       609,642       834,012       430,734     1,379,791    Depreciation                   371,805       255,314       277,065       331,990       410,141                               -----------   -----------   -----------    ----------   -----------    NET INCOME (LOSS)          $    (1,206)  $   181,000   $   288,185    $ (162,223)  $    73,701                               ===========   ===========   ===========    ==========   ===========                                          -30-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       M & J/WESTWOOD LIMITED PARTNERSHIP       In December 1986, the Partnership invested $517,000 to obtain an 18.52%      interest in M & J/Westwood Limited Partnership. On December 31, 1993, the      Partnership acquired an additional 2.19% interest.       In March 1993, the Partnership acquired a 63.64% undivided interest in      Ramada Inn & Suites pursuant to an exchange for an ownership interest in a      similar property. The Partnership exchanged its interest in Ramada Inn &      Suites for an undivided interest in the 209 West Jackson building effective      June 30, 1995. The Partnership also had a loan receivable of $731,124 from      The Villas at Monterey Limited Partnership and Tango Bay of Orlando, L.C.       In 2001, the property was sold. On October 1, 2002, the maker of the note      defaulted on the note, and legal action was pursued. In April 2003, a      foreclosure action was completed that facilitated the liquidation of the      asset through a sale to an unrelated third party. The net proceeds of this      sale allowed for the full repayment of the loan receivable that had been      outstanding.       DUKE REALTY LIMITED PARTNERSHIP       On December 2, 1994, the Partnership redeemed its interest in three      partnerships for a direct ownership in an operating partnership, Duke      Realty Limited Partnership (the "UPREIT"), the sole general partner of      which is Duke Realty Corporation, a real estate investment trust ("REIT")      listed on the New York Stock Exchange. The redemption resulted in the      Partnership owning 50,251 partnership units in the UPREIT, which are      convertible on a one-for-one basis to shares of common stock of the REIT.      The Partnership's limited partner units are currently pledged as collateral      for a revolving credit facility with LaSalle National Bank (see Note 11).       On April 15, 1997, the Partnership converted 25,000 units in Duke Realty      Limited Partnership to 25,000 shares of common stock of Duke Realty      Corporation, which were subsequently sold in two separate lots of 12,500      shares for $500,044 and $528,168, resulting in gains of $383,419 and      $411,543, respectively.       On August 18, 1997, a 2-for-1 stock and unit split occurred, resulting in      an additional 25,251 units of Duke Realty Limited Partnership being issued      to the Partnership. The Partnership continues to hold 50,502 units in Duke      Realty Limited Partnership at December 31, 2005.       M & J/GROVE LIMITED PARTNERSHIP       The Partnership had invested a total of $931,000 to obtain a 21.91%      interest in M & J/Grove Limited Partnership ("M & J/Grove"), which owns an      office complex in Wheaton, Illinois. On December 31, 1993, the Partnership      acquired an additional 1.17% interest in M & J/Grove.                                         -31-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       On July 1, 1996, the Partnership invested an additional $98,100 in M &      J/Grove in connection with the purchase of 981 Call Units, increasing its      interest in this investment to 27.34%. The Call Unit holders are entitled      to a cumulative cash flow priority of 12% per annum. Upon sale or      refinancing, the Call Unit holders will receive the first $367,500 of      available proceeds. Any proceeds remaining thereafter will be split 25% to      the holders of the Call Units and 75% to the General and Class A Limited      Partners. The proceeds of the M & J/Grove capital call were primarily used      for a mortgage debt restructuring of the Grove Office Park. The original      $8,000,000 mortgage was paid off at a discounted amount of $5,600,000 and      replaced with a new first mortgage loan in the amount of $5,500,000,      bearing interest at the fixed rate of 8.55% per annum for five years. In      March 2001, the loan was refinanced. The property is encumbered with a      mortgage loan of $6,500,000, bearing interest at 6.6875% and maturing in      April 2011.       L-C OFFICE PARTNERSHIP IV       Prior to December 31, 1993, the Partnership had a 73.34% ownership interest      in L-C Office Partnership IV Limited Partnership ("L-C Office Partnership      IV"), which holds a 94% interest in Lake Cook Office Development - Building      Four Limited Partnership ("Lake-Cook IV"), which has a 57.915% interest in      DFA Limited Partnership, which has a 99% interest in M & J/Dover Limited      Partnership, which owns Dover Farms Apartments, a 300-unit apartment      complex located in a suburb of Cleveland, Ohio.       On December 31, 1993, the Partnership acquired an additional 1.35% interest      in L-C Office Partnership IV. On January 1, 1994, the Partnership acquired      a 0.4906% interest in Lake-Cook IV. In addition to the investment, the      Partnership has notes receivable of $15,091 and $71,872 from Lake-Cook IV      and L-C Office Partnership IV, respectively. The Partnership contributed an      additional $175,097 in 1997, $60,379 in 1998 and $242,983 in 2002 to      maintain its 74.69% interest in L-C Office Partnership IV.       On December 18, 2002, M & J/Dover Limited Partnership admitted CAPREIT of      Dover Farms, LLP as a partner and the partnership's name was changed to      Dover Farms, LP. As a result of the admittance, L-C Office Partnership IV's      effective interest in Dover Farms, LP was reduced to 5.4%, with the      explicit proviso that, through its interest in DFA, LLC, L-C Office      Partnership IV will benefit from a cash flow and residual proceeds      preference.       M & J/MID OAK LIMITED PARTNERSHIP       On August 26, 1997, the Partnership invested $70,000 to obtain a 35%      interest in M & J/Mid Oak Limited Partnership, which has a 9% interest in      Mid Oak Plaza LLC, which owned a shopping center in Illinois. The shopping      center was sold on November 26, 2002, for a purchase price of $6,025,000. M      & J/Mid Oak Limited Partnership received a liquidating distribution in the      amount of $192,000, which resulted in a gain on disposition of $77,284 in      2003.       M & J/EDEN PRAIRIE LIMITED PARTNERSHIP       On April 10, 1998, the Partnership invested $64,000 to obtain a 26.44%      ownership in M & J/Eden Prairie Limited Partnership, which has a 10%      interest in Eden Prairie LLC,                                         -32-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       which acquired a shopping center in Minnesota. On September 27, 1999, an      additional investment of $76,174 was made, increasing the Partnership's      interest to 42.98%. On February 24, 2004, the shopping center was sold for      $13,000,000. M & J/Eden Prairie Limited Partnership received a distribution      related to the sale in March 2004.       M & J/NCT LOUISVILLE LP       On September 29, 1999, the Partnership invested $300,000 to obtain a 23.47%      interest in M & J/NCT Louisville LP, which has a 10% interest in CMJ/NCT      Louisville LLC. CMJ/NCT Louisville LLC is a 50% owner of NCT Louisville      LLC, which was formed to acquire National City Tower, an office tower      located in Louisville, Kentucky. On July 7, 2005, National City Tower was      sold for $95,000,000, netting a gain on sale of $21,600,000. A distribution      related to the sale was received by the Partnership in July 2005.       M & J/LOUISVILLE, LLC       On May 28, 2003, the Partnership invested $250,000 to obtain an 11.26%      interest in M & J/Louisville LLC, which has a 33% interest in NW      Acquisition Company LLC, which has a 90% interest in CMJ/NCT Louisville      LLC, which has a 50% interest in NCT Louisville LLC, which owns National      City Tower, an office building located in Louisville, Kentucky. National      City Tower was sold for $95,000,000 in July 2005. A distribution related to      the sale was received by the Partnership in July 2005.       ARLINGTON LLC       On September 29, 1999, the Partnership converted its loan receivable of      $1,226,000 to a 30.65% interest in Arlington LLC, which owns Annex of      Arlington Heights, a 197,110 square foot community center located in      Arlington Heights, Illinois. On August 26, 2004, Annex of Arlington Heights      was sold for $27,200,000. Arlington LLC has received distributions related      to the sale in 2004 and 2005.       M & J/PROSPECT CROSSING LIMITED PARTNERSHIP       On February 24, 2000, the Partnership invested $530,000 to obtain an 11.21%      interest in M & J/Prospect Crossing Limited Partnership, which owns Centre      at Lake in the Hills, a shopping center located in Lake in the Hills,      Illinois. On August 2, 2005, the property was sold for $19,900,000, netting      a gain on sale of $10,400,000. A distribution related to the sale was      received by the Partnership in August 2005.       M & J/Retail Limited Partnership also holds a 10.58% interest in M &      J/Prospect Crossing Limited Partnership (see Page 36).       M & J/CLARK STREET, LLC       On August 14, 2000, the Partnership invested $577,000 to obtain a 17.48%      interest in M & J/Clark Street, LLC, which has a 20.00% interest in 20      South Clark Street, LLC, which owns 20 South Clark, an office building      located in Chicago, Illinois. The property is                                         -33-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       encumbered with a mortgage of $19,905,000, bearing interest at 7.00% and      maturing in August 2010.       M & J/BATTERY, LLC       On May 31, 2001, the Partnership invested $300,000 to obtain a 15.79%      interest in M & J/Battery, LLC, which has a 14.50% interest in 600 Battery      Street, LLC, which owns 600 Battery Street, an office building in San      Francisco, California. The property is encumbered with a mortgage of      $26,100,000, bearing interest at 7.625% and maturing in May 2011.       METRO EQUITIES, LTD.       On December 3, 2004, the Partnership invested $373,000 to acquire 373 Call      Units representing a 65.60% interest in Metro Equities, Ltd., which owns an      8.83% undivided interest in Walnut Creek Retail & Storage Center located in      Walnut Creek, California. The Call Unit holders are entitled to a      cumulative cash flow priority of 12.50% per annum. Upon sale or      refinancing, the Call Unit holders will receive the first $373,000 of      available net proceeds pro rata. Any proceeds remaining thereafter will be      split 75% to the holders of the Call Units and 25% to the General and Class      A Limited Partners.       M & J/2121 K STREET, LLC       On July 29, 2004, the Partnership invested $215,000 to obtain a 7.28%      interest in M & J/2121 K Street, LLC, which has a 22% interest in 2121 K      Street, LLC, which owns 2121 K Street, an office building located in      Washington, D.C. On December 1, 2005, the office building was sold for a      purchase price of $67,450,000, resulting in a gain of $19,600,000. The      Partnership received a distribution related to the sale in December 2005.       M & J/LASALLE ASSOCIATES       In 1995, the Partnership contributed $6,480 to obtain a .2262% interest in      M & J/LaSalle Associates which has a 76.732% interest in North LaSalle      Street Limited Partnership. In 2004, an additional 3.7708% interest was      acquired, bringing the Partnership's total investment to 3.997%.       M & J/LASALLE OFFICE TOWER, LLC       On June 29, 2005, the Partnership invested $478,000 to obtain a 32.00%      interest in M & J/LaSalle Office Tower, LLC and an effective interest in      203 North LaSalle Street, an office building in Chicago, Illinois. The      property is encumbered with a mortgage of $93,410,000, bearing interest at      4.99% and maturing in July 2015.       M & J/WARRENVILLE, LLC       On September 28, 2005, the Partnership invested $109,740 to obtain a 4.20%      interest in M & J/Warrenville, LLC and an effective interest of      approximately 0.75% in Naperville                                         -34-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       Woods, an office complex consisting of two office buildings in Naperville,      Illinois. The Partnership is also committed to fund an additional $76,260      should the need arise. The property is encumbered with a mortgage of      $11,750,000, bearing interest at a variable rate and maturing in September      2008.       CONSOLIDATED PARTNERSHIPS       209 WEST JACKSON LLC       On August 24, 1995, the Partnership acquired a 59.44% undivided interest in      209 West Jackson, a 142,996 square foot office building located in downtown      Chicago, in exchange for its 57.67% undivided interest in Ramada Inn &      Suites. The 209 West Jackson building was subject to a first mortgage of      $10,000,000 and an additional $5,661,000 note secured by the first      mortgage.       On October 22, 1999, both the ownership and the debt were restructured. The      Partnership and its tenants in common rolled up their interests into a new      limited liability company, 209 West Jackson LLC. In addition to the      interest, each cotenant was responsible for a capital infusion, of which      the Partnership's share was $710,000, to obtain a 71% interest in the newly      formed 209 West Jackson LLC. Through a partial pay down of the principal      balance and approximately $5,000,000 of debt forgiveness by the property's      lender, GE Capital Corporation, the property's debt was reduced to      $10,000,000 and separated into two notes, the first note for $8,600,000 and      the second note for $1,400,000.       On November 1, 2004, the property was refinanced with a new floating rate      loan from GE Capital Corporation. As part of the refinancing, 209 West      Jackson LLC was required to contribute new capital in the amount of      $1,000,000. A capital call was required for $850,000, of which the      Partnership's share was $603,500. The loan was funded in the amount of      $8,660,000 initially and carries an additional facility of $3,270,000 to      fund capital improvements and leasing costs. The note matures on November      1, 2007.       The financial position and results of operations of this company are      included in the accompanying consolidated financial statements.       CENTENNIAL FWV, LLC       On December 17, 2002, the Partnership invested $635,000 to obtain a 100%      interest in Centennial FWV, LLC, which has a 21.17% undivided interest in      Centennial Village Phase II, a shopping center in Roswell, Georgia. The      property is encumbered with a mortgage of $13,000,000, bearing interest at      5.90% and maturing in January 2013.                                         -35-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       M & J/RETAIL LIMITED PARTNERSHIP       The Partnership has 52.75% interest in M & J/Retail Limited Partnership.       On October 27, 1995, M & J/Retail invested a total of $297,000 to acquire a      46.41% Class A interest in M & J/Crossroads Limited Partnership. The      balance of $303,000 of the total $600,000 required capital for Class A      investors was also financed by M & J/Retail.       In 1998, M & J/Retail invested $415,000 to acquire a 70.90% investment in M      & J/Clarkfair Limited Partnership, which has a 9% interest in Clarkfair      LLC. Clarkfair LLC was the sole owner of two limited liability companies,      namely Marketfair North LLC and Shops at Clark's Pond LLC, which were      formed to acquire the following described properties:       Marketfair North - a 136,989 square foot shopping center in Clay, New York      Shops at Clark's Pond - a 208,325 square foot shopping center in South      Portland, Maine       On May 31, 2000, Clarkfair LLC distributed to its members its interest in      Shops at Clark's Pond LLC, leaving only an investment in Marketfair North      LLC. As a result of this transaction, M & J/Clarkfair Limited Partnership      received a 33.50% interest in Shops at Clark's Pond LLC. M & J/Retail also      invested $1,133,750 to obtain a 53.13% interest in Fulcrum, LLC, which has      a 65.65% interest in Shops at Clark's Pond LLC. On June 11, 2004, the      property owned by Shops at Clark's Pond LLC was sold for $20,050,000.       On September 29, 1999, M & J/Retail invested a total of $350,000 to obtain      an 8.75% interest in Arlington LLC, which owns Annex of Arlington Heights,      a 197,110 square foot community center located in Arlington Heights,      Illinois. On August 26, 2004, Annex of Arlington Heights was sold for      $27,200,000.       On February 24, 2000, M & J/Retail invested $500,000 to obtain a 10.58%      interest in M & J/Prospect Crossing Limited Partnership, which owns Centre      at Lake in the Hills, a shopping center located in Lake in the Hills,      Illinois. On August 2, 2005, the shopping center was sold. A sale      distribution was received in August 2005.       On April 10, 2000, M & J/Retail invested $243,000 to obtain a 26.01%      interest in Yorkshire Plaza Investors, which has a 20.00% interest in      Yorkshire LLC, which owns Yorkshire Plaza, a shopping center located in      Aurora, Illinois. On September 2, 2005, the shopping center was sold for      $29,500,000. A sale distribution was received in September 2005.       On June 6, 2001, M & J/Retail invested $371,000 to obtain an 11.24%      interest in M & J/Bayfair 580, LLC, which has a 99.00% interest in Bayfair      580, LLC, which owns Bayfair Mall, a shopping center in San Leandro,      California. On September 29, 2003, Bayfair Mall was sold for $37,000,000. M      & J/Retail received distributions related to the sale in October 2003 and      July 2004.       The financial position and results of operations of this partnership are      included in the accompanying consolidated financial statements.                                         -36-                                      FIRST WILKOW VENTURE                                 NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       The following is a summary of the financial positions and results of      operations of the entities included in consolidation as of December 31,      2005:                                                                      M & J/                                      209 WEST    CENTENNIAL   RETAIL LIMITED                                    JACKSON LLC    FWV, LLC      PARTNERSHIP                                    -----------   ----------   --------------     BALANCE SHEET Real estate - net of accumulated    depreciation                    $12,106,315    $     --       $     -- Current assets                          62,368     774,123        787,457 Other assets                         1,517,818          --         30,000                                    -----------    --------       --------    TOTAL ASSETS                    $13,686,501    $774,123       $817,457                                    ===========    ========       ======== Mortgages payable                  $ 8,660,000    $     --       $     -- Current liabilities                    735,440          --         51,494 Minority interest                    1,244,408          --         74,551 Partners' capital                    3,046,653     774,123        691,412                                    -----------    --------       --------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL            $13,686,501    $774,123       $817,457                                    ===========    ========       ======== STATEMENT OF OPERATIONS Revenue                            $ 3,149,224    $130,986       $476,972 Less:    Operating expenses                1,859,634          --         20,969    Other expenses                      650,942          --         14,463    Depreciation and amortization       395,361          --             --    Minority interest                    70,553          --        208,643                                    -----------    --------       --------    NET INCOME                      $   172,734    $130,986       $232,897                                    ===========    ========       ========                                               -37-                                       FIRST WILKOW VENTURE                                 NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       The following is a summary of the financial positions and results of      operations of the entities included in consolidation as of December 31,      2004:                                                                      M & J/                                      209 WEST    CENTENNIAL   RETAIL LIMITED                                    JACKSON LLC    FWV, LLC      PARTNERSHIP                                    -----------   ----------   --------------     BALANCE SHEET Real estate - net of    accumulated depreciation        $11,559,514    $     --      $       -- Current assets                          90,290     722,524       2,311,898 Other assets                         2,086,273          --          30,000                                    -----------    --------      ----------    TOTAL ASSETS                    $13,736,077    $722,524      $2,341,898                                    ===========    ========      ========== Mortgages payable                  $ 8,660,000    $     --      $       -- Other long-term payables                    --          --              -- Current liabilities                  1,028,304          --          37,830 Minority interest                    1,173,854          --       1,963,524 Partners' capital                    2,873,919     722,524         340,544                                    -----------    --------      ---------- TOTAL LIABILITIES AND    PARTNERS' CAPITAL               $13,736,077    $722,524      $2,341,898                                    ===========    ========      ========== STATEMENT OF OPERATIONS Revenue                            $ 3,568,601    $112,666      $2,099,654 Less:    Operating expenses                1,822,259          --          16,489    Other expenses                      815,096          --          14,240    Depreciation and amortization       391,539          --              --    Minority interest                   156,515          --         977,640                                    -----------    --------      ----------    NET INCOME                      $   383,192    $112,666      $1,091,285                                    ===========    ========      ==========                                               -38-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (2)  INVESTMENTS IN REAL ESTATE PARTNERSHIPS AND COTENANCIES (CONTINUED)       The following is a summary of the financial positions and results of      operations of the entities included in consolidation as of December 31,      2003:                                                                      M & J/                                      209 WEST    CENTENNIAL   RETAIL LIMITED                                    JACKSON LLC    FWV, LLC      PARTNERSHIP                                    -----------   ----------   --------------     BALANCE SHEET Real estate - net of    accumulated depreciation        $11,767,932    $     --      $       -- Current assets                          28,688     689,245          23,452 Other assets                           996,011          --       2,142,672                                    -----------    --------      ----------    TOTAL ASSETS                    $12,792,631    $689,245      $2,166,124                                    ===========    ========      ==========  Mortgages payable                  $ 8,313,451    $     --      $       -- Other long-term payables                    --          --              -- Current liabilities                  1,821,114          --         121,972 Minority interest                      770,839          --       2,380,602 Partners' capital (deficit)          1,887,227     689,245        (336,450)                                    -----------    --------      ----------    TOTAL LIABILITIES AND       PARTNERS' CAPITAL            $12,792,631    $689,245      $2,166,124                                    ===========    ========      ==========  STATEMENT OF OPERATIONS Revenue                            $ 3,377,494    $113,786      $1,595,496 Less:    Operating expenses                1,626,808          --          60,241    Other expenses                    1,242,119          --          21,841    Depreciation and amortization       360,716          --          23,742    Minority interest                    42,877          --         703,937                                    -----------    --------      ----------    NET INCOME                      $   104,974    $113,786      $  785,735                                    ===========    ========      ==========                                          -39-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (3)  LOANS RECEIVABLE                                                                DECEMBER 31,                                                          -----------------                                                            2005      2004                                                          -------   -------    L-C OFFICE PARTNERSHIP IV - Unsecured promissory note bearing interest at 2% over prime issued in connection with the Dover Farms Apartments located in North Royalton, Ohio. The note is due on demand or, if demand is not sooner made, on December 31, 2006.         $71,872   $71,872  LAKE COOK OFFICE DEVELOPMENT - BUILDING FOUR LIMITED PARTNERSHIP - Unsecured promissory note bearing interest at 2% over prime issued in connection with the Dover Farms Apartments located in North Royalton, Ohio. The note is due on demand or, if demand is not sooner made, on December 31, 2006.                        15,091    15,091                                                          -------   -------                                                          $86,963   $86,963                                                          =======   =======   (4)  RECENT ACCOUNTING PRONOUNCEMENTS       In December 2003, the Financial Accounting Standards Board issued      Interpretation No. 46R ("FIN 46R"), "Consolidation of Variable Interest      Entities," which replaces FIN 46, "Consolidation of Variable Interest      Entities," which was issued in January 2003. The objective of this      interpretation is to provide guidance on how to identify a variable      interest entity ("VIE") and determine whether the assets, liabilities,      noncontrolling interests, and results of operations of a VIE need to be      included in a company's consolidated financial statements. A company that      holds variable interests in an entity will need to consolidate the entity      if the company's interest in the VIE is such that the company will absorb a      majority of the VIE's expected losses and/or receive a majority of the      entity's expected residual returns, if they occur. FIN 46R also requires      additional disclosures by primary beneficiaries and other significant      variable interest holders. The Partnership has determined that it is not      the "primary beneficiary," as defined by FIN 46R, with respect to any of      its unconsolidated real estate investments. The Partnership has determined      that it does not have a significant variable interest in any entity that it      considered a "variable interest entity" under the provisions of FIN 46R,      and therefore, there are no additional consolidation or disclosure      requirements.       The Partnership has reviewed the requirements of the other major accounting      pronouncements that were issued during the current year and has determined      that these pronouncements would not have a significant effect on its      financial statements. Among these pronouncements was EITF 04-5,      "Determining Whether a General Partner, or the General Partners as a Group,      Controls a Limited Partnership or Similar Entity When the Limited Partners      Have Certain Rights," which was issued in June 2005. Because the      Partnership is not a general partner or managing member in any of its      partnership or limited liability company investments, the EITF had no      impact on the Partnership's financial statements.                                         -40-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (5)  MORTGAGE NOTES PAYABLE       The mortgage notes payable as of December 31, 2005, consist of:                                                                 OUTSTANDING                                      ORIGINAL               BALANCE AS OF   PRINCIPAL PAYMENTS DURING YEAR ENDED DECEMBER 31,                                     PRINCIPAL     MONTHLY    DECEMBER 31,   -------------------------------------------------                                       AMOUNT     PAYMENTS        2005         2006        2007          2008      2009   2010                                    -----------   --------   -------------   --------   ----------   -----------   ----   ----          180 North Michigan,    7.13% due monthly    to August 1, 2008 (a)           $ 7,300,000   $ 49,206    $ 6,691,646    $109,764   $  118,691   $ 6,463,191    $--    $--  Naperville Office Court,    7.13% due monthly    to July 1, 2008 (b)               4,500,000     30,337      4,120,370      68,005       73,088     3,979,277     --     --  209 West Jackson,    variable interest due    October 1, 2007 (c)               8,660,000         --      8,660,000          --    8,660,000            --     --     --                                                              -----------    --------   ----------   -----------    ---    ---       Total outstanding mortgage          note balance                                        $19,472,016    $177,769   $8,851,779   $10,442,468    $--    $--                                                              ===========    ========   ==========   ===========    ===    ===   (a)  A balloon payment of $6,283,329 will be due August 1, 2008.  (b)  A balloon payment of $3,946,123 will be due July 1, 2008.  (c)  A balloon payment of the balance outstanding will be due October 1, 2007.      The principal amount of $8,660,000 carries an additional facility for      $3,270,000. As of December 31, 2005, no amounts have been drawn on the      additional facility.                                         -41-                                 FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (6)  RELATED PARTY TRANSACTIONS       MANAGEMENT AND OTHER FEES - Management, leasing and consulting fees paid to      M & J Wilkow, Ltd. and M & J Wilkow Brokerage Corp. (companies whose      principal shareholders are general partners of the Partnership) for the      years ended December 31, 2005, 2004 and 2003, were $1,486,169, $1,274,331      and $1,316,276, respectively. These fees related to a portfolio      encompassing approximately 435,000 square feet.       As of December 31, 2004, $11,612, was owed to M & J Wilkow, Ltd. for      management, leasing and consulting fees.       PROFESSIONAL FEES - Professional fees paid during the years ended December      31, 2005, 2004 and 2003, to Wilkow & Wilkow, P.C. (a company owned by a      general partner of the Partnership) for services in the ordinary course of      business were $39,000, $38,000 and $41,000, respectively. For the years      ended December 31, 2005, 2004 and 2003, $79,911, $84,883 and $91,275,      respectively, were paid to M & J Wilkow, Ltd. for administrative services.       INVESTMENTS IN PARTNERSHIPS - The general partners and/or entities      controlled or managed by one or more of such partners have ownership      interests in a majority of the real estate projects in which the      Partnership also has ownership interests.       RENTAL INCOME - Rental income received from M & J Wilkow, Ltd. (a company      whose principal shareholders are partners of the Partnership) was $309,353,      $293,474 and $283,870 for the years ended December 31, 2005, 2004 and 2003,      respectively, under a lease for office space.  (7)  RENTALS RECEIVABLE UNDER OPERATING LEASES       Future minimum rentals receivable by the Partnership on noncancelable      operating leases as of December 31, 2005, are as follows:      Years Ending December 31, 2006                                         $ 5,662,362 2007                                           5,179,759 2008                                           4,733,603 2009                                           4,167,049 2010                                           3,044,520 Thereafter                                     3,351,137                                              -----------    Total future minimum rentals receivable   $26,138,430                                              ===========                                          -42-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (8)  DEFERRED CHARGES       Deferred mortgage costs were incurred in connection with obtaining the      mortgages payable and are amortized over the lives of the loans. Deferred      leasing commissions are amortized over the terms of related tenant leases.      Syndication costs were incurred in connection with the formation of M &      J/Retail Limited Partnership and are carried at cost.       Deferred charges as of December 31, 2005, consist of the following:                                DEFERRED     DEFERRED                             MORTGAGE     LEASING     SYNDICATION                              COSTS     COMMISSIONS      COSTS         TOTAL                            ---------   -----------   -----------   -----------      Original cost              $ 276,394   $2,303,121      $25,000     $ 2,604,515 Accumulated amortization    (208,356)    (950,721)          --      (1,159,077)                            ---------   ----------      -------     -----------                            $  68,038   $1,352,400      $25,000     $ 1,445,438                            =========   ==========      =======     ===========        Deferred charges as of December 31, 2004, consist of the following:                                DEFERRED     DEFERRED                             MORTGAGE     LEASING     SYNDICATION                              COSTS     COMMISSIONS      COSTS         TOTAL                            ---------   -----------   -----------   -----------      Original cost              $ 276,394   $2,073,349      $25,000     $ 2,374,743 Accumulated amortization    (182,089)    (847,003)          --      (1,029,092)                            ---------   ----------      -------     -----------                            $  94,305   $1,226,346      $25,000     $ 1,345,651                            =========   ==========      =======     ===========        The total amortization expense recognized for the years ended December 31,      2005, 2004 and 2003, is $255,934, $259,946 and $287,235, respectively.      Estimated amortization expense for the next five years will vary depending      on the amount of deferred charges outstanding but is expected to be similar      to the 2005 amount.  (9)  PARTNERS' CAPITAL       During 2005, 7,930 limited partnership units owned were redeemed at a      redemption rate of $84 per unit, resulting in a total redemption price paid      by the Partnership of $666,120. As a result of the redemption, there are      now 162,986 units outstanding owned by 320 partners. As of December 31,      2005, general partner units totaled 9,612 units and the general partners      also beneficially owned 4,714 limited partner units.       As of December 31, 2004, general partner units totaled 9,445 units and the      general partners also beneficially owned 4,472 limited partner units.       As of December 31, 2003, general partner units totaled 9,329 units and the      general partners also beneficially owned 4,340 limited partner units.                                         -43-                                  FIRST WILKOW VENTURE                            NOTES TO FINANCIAL STATEMENTS  (10) CASH FLOW DISCLOSURES       The following is a summary of supplemental cash flow information:                                                           YEARS ENDED DECEMBER 31,                                                  ------------------------------------                                                     2005         2004         2003                                                  ----------   ----------   ----------     Interest paid during the year                    $1,381,154   $1,552,783   $1,631,888                                                  ==========   ==========   ========== Noncash investing and financing activities:    Proceeds from the sale of real estate and       escrow deposits used to retire debt        $       --   $       --   $  385,368                                                  ==========   ==========   ==========    Refinancing                                   $        0   $8,369,032   $       --                                                  ==========   ==========   ==========    Write-off of fully depreciated fixed assets   $  180,271   $  340,024   $       --                                                  ==========   ==========   ==========   (11) COMMITMENTS AND CONTINGENCIES       As of December 31, 2005, the Partnership has a revolving credit facility      with LaSalle National Bank which is secured by the Partnership's limited      partnership units in Duke Realty Limited Partnership (see Note 2). The      facility, due September 1, 2006, pays interest at the prime rate and      maximum borrowings under the agreement are the lesser of $675,000 or 80% of      the fair market value of the Partnership's 50,502 units in Duke Realty      Limited Partnership. As of December 31, 2005, there are no amounts      outstanding under this facility.       As of December 31, 2005 and 2004, the Partnership, through its investment      in M & J/Retail Limited Partnership, is required to maintain a certificate      of deposit of $250,000 with LaSalle National Bank. The certificate of      deposit is maintained as collateral for two $250,000 letters of credit      relating to Marketfair North, of which M & J/Retail Limited Partnership is      an equity holder.  (12) SUBSEQUENT EVENTS       In January 2006, the Partnership made a distribution in the amount of      $203,733, or $1.25 per unit.       In March 2006, the mortgage associated with the Marketfair North shopping      center owned by M & J /Clarkfair Limited Partnership was refinanced with a      new loan in the amount of $14,560,000. As a result, the two letters of      credit required to be posted by M & J Retail expired. The new mortgage did      not require any additional collateral.                                         -44-                                         PART II
None
(a)  Our management evaluated, with the participation of the Chief           Executive Office and Chief Financial Officer, the effectiveness of our           disclosure controls and procedures (as defined in Rules 13a-15(e) and           15d-15(e) under the Securities Exchange Act of 1934, as amended (the           "Exchange Act")), as of December 31, 2005. Based on their evaluation,           our principal executive and principal financial officers concluded           that our disclosure controls and procedures were effective as of           December 31, 2005.       (b)  There has been no change in our internal control over financial           reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the           Exchange Act) that occurred during our fiscal quarter ended December           31, 2005, that has materially affected, or is reasonably likely to           materially affect, our internal control over financial reporting.                                         -45-                                        PART III
The following sets forth certain information with respect to each general partner of the Registrant:     NAME                    POSITION - ----                    --------   Marc R. Wilkow      General Partner Clifton J. Wilkow   General Partner   Marc R. Wilkow has been in the real estate management and investment business since 1977. He is also a lawyer and the sole stockholder of the law firm of Wilkow & Wilkow, P.C. Clifton J. Wilkow has been involved in the business of the Registrant since 1976. Also see "ITEM 1: Business Organization" for further information.  There have been no proceedings of any kind involving bankruptcy, criminality or restraint in the area of financial dealings against or otherwise affecting any general partner during the last ten years.  The executive officers of the Registrant are its general partners. Their names, ages, positions and relationships are listed below:                                                  OTHER NAME                    POSITION      AGE   POSITIONS     RELATION TO OTHER OFFICER - ----                    --------      ---   ---------     -------------------------      Marc R. Wilkow      General Partner    56   None         Brother of Clifton J. Wilkow Clifton J. Wilkow   General Partner    53   None         Brother of Marc R. Wilkow   AUDIT COMMITTEE  The Registrant's units are not traded on a major stock exchange, and therefore, there is no requirement for the Registrant to maintain an audit committee.  CODE OF ETHICS  The Registrant has not adopted a written code of ethics, primarily because management believes and understands its officers and employees adhere to and follow ethical standards without the necessity of a written policy.                                         -46-                                        PART III
The general partners do not receive any remuneration or other special benefit directly from the Registrant; however, Marc R. and Clifton J. Wilkow are owners and shareholders of M & J Wilkow, Ltd., which receives management, leasing, consulting and brokerage fees from each of the operating properties and/or partnerships. In addition, the Registrant pays M & J Wilkow, Ltd. an asset management fee. M & J Wilkow, Ltd. receives accounting fees based upon hourly service. Wilkow & Wilkow, P.C. also receives a retainer for services rendered as general counsel to the Registrant and legal fees on an hourly rate basis for professional services rendered beyond the scope of the services contemplated by the retainer fee. Also see "ITEM 1: Business Organization" for further information.  OPTIONS GRANTED TO MANAGEMENT TO PURCHASE SECURITIES  There have been no options granted to management to purchase securities from the Registrant.  INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS  For transactions to date, and those anticipated, reference is made to "ITEM 1: Business."                                         -47-                                        PART III
(a)  No general partner holds 5% or more of any of the securities.       The following limited partners hold 5% or more of the Registrant's total      units:                                       UNITS OWNED   % OF TOTAL UNITS                                    -----------   ----------------    William W. Wilkow Marital Trust       18,427          11.31% Gisa W. Slonim Irrevocable Trust      11,779           7.23%        The following table sets forth the equity securities of the Registrant      beneficially owned directly or indirectly by the general partners and their      spouses as a group (three persons) as of December 31, 2005:                                            AMOUNT BENEFICIALLY OWNED   % OF OWNED                                         -------------------------   ----------    General Partnership Units                         9,612                5.90% Units of Limited Partnership Interest             4,714                2.89%   (b)  There are no contractual arrangements known to the Registrant including any      pledge of securities of the Registrant, the operation of the terms of which      may at a subsequent date result in a change of control of the Registrant.       Wilkow & Wilkow, P.C., a professional corporation owned by one of the      general partners, acting in its capacity as attorney and general counsel      for the Registrant, was involved with the Registrant in certain      transactions.                                         -48-                                        PART III
Management, leasing and consulting fees paid to M & J Wilkow, Ltd. and M & J Wilkow Brokerage Corp. (companies whose principal shareholders are general partners of the Registrant) for the years ended December 31, 2005, 2004 and 2003, were $1,486,169, $1,274,331 and $1,316,276, respectively (see Note 6 to Consolidated Financial Statements).  Professional fees paid during the years ended December 31, 2005, 2004 and 2003, to Wilkow & Wilkow, P.C. for services in the ordinary course of business were $39,000, $38,000 and $41,000, respectively.  Professional fees paid during the years ended December 31, 2005, 2004 and 2003, to M & J Wilkow, Ltd. were $79,911, $84,883 and $91,275, respectively.  The general partners and/or entities controlled or managed by one or more of such partners have ownership interests in a majority of the real estate projects in which the Registrant also has ownership interests.                                         -49-                                         PART IV
AUDIT FEES  Audit fees paid to Mayer Hoffman McCann P.C. for 2005 and 2004 were $65,344 and $64,635, respectively, including fees associated with the reviews of the Registrant's quarterly reports on Form 10-Q.  AUDIT-RELATED FEES  Audit-related fees paid to Mayer Hoffman McCann P.C. for 2005 were $10,385. There were no fees paid in 2004.  TAX FEES  Tax fees paid to CBIZ Accounting, Tax & Advisory Services of Chicago in 2005 and 2004 were $45,665 and $40,700, respectively. Tax services rendered to the Registrant primarily include federal and state tax return preparation services and consultations on tax matters.  ALL OTHER FEES  Fees related to the evaluation of software of $2,400 were paid to CBIZ Accounting, Tax Advisory Services of Chicago in 2004. There were no other fees paid to the Registrant's principal accountants in 2005.                                         -50-                                         PART IV
(a)  The following documents are filed as part of this report:       1.   The Index to Consolidated Financial Statements is set forth on Page 17       2.   Financial Statement Schedules:                                                               Page                                                            ----   Report of Independent Registered Public Accounting Firm     18  Schedule II - Valuation and Qualifying Accounts and Reserves, Years Ended December 31, 2005, 2004 and 2003      52  Schedule III - Real Estate and Accumulated Depreciation, December 31, 2005                                           53  Notes to Schedule III                                       55             Schedules other than those listed above have been omitted since they           are either not applicable or not required or the information is           included elsewhere herein.       3.   Exhibits: See Index to Exhibits  (b)  Reports on Form 8-K:       No reports on Form 8-K were filed by the Registrant during the year ended      December 31, 2005.                                         -51-   FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES  Years Ended December 31, 2005, 2004 and 2003                                             COLUMN A      COLUMN B   COLUMN C    COLUMN D       COLUMN E                                        ------------   ---------   --------   ----------   -------------                                         BALANCE AS     CHARGED                              ADDITIONS                                        OF BEGINNING   TO PROFIT                           BALANCE AS OF                                           OF YEAR     OR INCOME     OTHER    DEDUCTIONS   CLOSE OF YEAR                                        ------------   ---------   --------   ----------   -------------       YEAR ENDED DECEMBER 31, 2005 Reserve for bad debts                       $--          $--         $--         $--           $--                                             ===          ===         ===         ===           === Reserve for losses on loans                 $--          $--         $--         $--           $--                                             ===          ===         ===         ===           === Reserve for valuation of investments        $--          $--         $--         $--           $--                                             ===          ===         ===         ===           ===  YEAR ENDED DECEMBER 31, 2004 Reserve for bad debts                       $--          $--         $--         $--           $--                                             ===          ===         ===         ===           === Reserve for losses on loans                 $--          $--         $--         $--           $--                                             ===          ===         ===         ===           === Reserve for valuation of investments        $--          $--         $--         $--           $--                                             ===          ===         ===         ===           ===  YEAR ENDED DECEMBER 31, 2003 Reserve for bad debts                       $--          $--         $--         $--           $--                                             ===          ===         ===         ===           === Reserve for losses on loans                 $--          $--         $--         $--           $--                                             ===          ===         ===         ===           === Reserve for valuation of investments        $--          $--         $--         $--           $--                                             ===          ===         ===         ===           ===                                          -52-    FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION  December 31, 2005                                                                                                     COST CAPITALIZED                                                                                                     SUBSEQUENT                                                                   INITIAL COST TO COMPANY         TO ACQUISITION                                                                 --------------------------   -----------------------                                                                              BUILDINGS AND                  CARRYING                                DESCRIPTION       ENCUMBRANCES      LAND       IMPROVEMENTS   IMPROVEMENTS     COST                            -------------------   ------------   ----------   -------------   ------------   --------        Naperville Office Court,    Naperville, Illinois    Office Building        $ 4,120,370   $1,796,459    $ 3,321,535     $ 2,476,605      $-- 180 North Michigan,    Chicago, Illinois       Office Building          6,691,646    1,061,120      6,550,000      11,066,437       -- 209 West Jackson,    Chicago, Illinois       Office Building (A)      8,660,000    1,172,490     10,552,406       2,267,788       --                                                   -----------   ----------    -----------     -----------      --- Total                                             $19,472,016   $4,030,069    $20,423,941     $15,810,830      $--                                                   ===========   ==========    ===========     ===========      ===   See Notes 1, 2 and 3 accompanying Schedule III.  (A)  Owned by 209 West Jackson LLC; 71%-owned subsidiary of First Wilkow      Venture.                                         -53-    FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  December 31, 2005                                  GROSS AMOUNT AT WHICH CARRIED AS OF                                        DECEMBER 31, 2005                            ----------------------------------------                                                                                                                        LIFE ON                                         BUILDINGS AND                  ACCUMULATED        DATE OF          DATE     DEPRECIATION                               LAND       IMPROVEMENTS      TOTAL      DEPRECIATION      CONSTRUCTION     ACQUIRED    IS COMPUTED                            ----------   -------------   -----------   ------------   -----------------   --------   ------------         Naperville Office Court,    Naperville, Illinois    $1,796,459    $ 5,798,140    $ 7,594,599    $ 3,472,868          1980           1986       25 Years  180 North Michigan,    Chicago, Illinois        1,061,120     17,616,437     18,677,557      9,822,101          1926           1968       35 Years                                                                                      Renovated in 1967  209 West Jackson,    Chicago, Illinois        1,172,490     12,820,194     13,992,684      1,886,369          1898           1999       40 Years                                                                                      Renovated in 1989                            ----------    -----------    -----------    -----------       Total                $4,030,069    $36,234,771    $40,264,840    $15,181,338                            ==========    ===========    ===========    ===========                                          -54-    FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  Years Ended December 31, 2005, 2004 and 2003  1.   Reconciliation of Cost of Real Estate During Each of the Years Ended      December 31, 2005, 2004 and 2003                                 BALANCE AS OF      ADDITIONS                   BALANCE AS OF                            DECEMBER 31, 2004     AT COST    RETIREMENTS   DECEMBER 31, 2005                            -----------------   ----------   -----------   -----------------      Naperville Office Court,    Naperville, Illinois       $ 5,732,215      $   65,925     $     --       $ 5,798,140  180 North Michigan,    Chicago, Illinois           15,386,132       2,409,290      178,986        17,616,436  209 West Jackson,    Chicago, Illinois           11,933,694         887,787        1,286        12,820,195                               -----------      ----------     --------       -----------       Total                   $33,052,041      $3,363,002     $180,271       $36,234,771                               ===========      ==========     ========       ===========                                          -55-   FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  Years Ended December 31, 2005, 2004 and 2003  1.   Reconciliation of Cost of Real Estate During Each of the Years Ended      December 31, 2005, 2004 and 2003                                 BALANCE AS OF      ADDITIONS                   BALANCE AS OF                            DECEMBER 31, 2003     AT COST    RETIREMENTS   DECEMBER 31, 2004                            -----------------   ----------   -----------   -----------------      Naperville Office Court,    Naperville, Illinois       $ 5,494,605      $  240,317     $  2,707       $ 5,732,215 180 North Michigan,    Chicago, Illinois           14,355,420       1,344,542      313,830        15,386,132 209 West Jackson,    Chicago, Illinois           11,809,274         124,420           --        11,933,694                               -----------      ----------     --------       -----------    Total                      $31,659,299      $1,709,279     $316,537       $33,052,041                               ===========      ==========     ========       ===========                                          -56-     FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  Years Ended December 31, 2005, 2004 and 2003  1.   Reconciliation of Cost of Real Estate During Each of the Years Ended      December 31, 2005, 2004 and 2003                                       BALANCE AS OF      ADDITIONS                   BALANCE AS OF                                  DECEMBER 31, 2002     AT COST    RETIREMENTS   DECEMBER 31, 2003                                  -----------------   ----------   -----------   -----------------      Naperville Office Court,    Naperville, Illinois             $ 5,462,164       $ 32,441      $     --       $ 5,494,605 180 North Michigan,    Chicago, Illinois                 13,822,176        533,244            --        14,355,420 209 West Jackson,    Chicago, Illinois                 11,462,796        346,478            --        11,809,274 One Strip Shopping Center:    Evergreen Commons,       Evergreen Park, Illinois          710,902             --       710,902                --                                     -----------       --------      --------       -----------       Total                         $31,458,038       $912,163      $710,902       $31,659,299                                     ===========       ========      ========       ===========                                          -57-   FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  Years Ended December 31, 2005, 2004 and 2003  2.   Reconciliation of Accumulated Depreciation of Real Estate During Each of      the Years Ended December 31, 2005, 2004 and 2003                                 BALANCE AS OF      ADDITIONS                   BALANCE AS OF                            DECEMBER 31, 2004     AT COST    RETIREMENTS   DECEMBER 31, 2005                            -----------------   ----------   -----------   -----------------      Naperville Office Court,    Naperville, Illinois       $ 3,196,868      $  276,000     $     --       $ 3,472,868 180 North Michigan,    Chicago, Illinois            9,598,491         402,596      178,986         9,822,101 209 West Jackson,    Chicago, Illinois            1,546,668         340,986        1,285         1,886,369                               -----------      ----------     --------       -----------    Total                      $14,342,027      $1,019,582     $180,271       $15,181,338                               ===========      ==========     ========       ===========                                          -58-    FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  Years Ended December 31, 2005, 2004 and 2003  2.   Reconciliation of Accumulated Depreciation of Real Estate During Each of      the Years Ended December 31, 2005, 2004 and 2003        Naperville Office Court,    Naperville, Illinois    $ 2,953,490   $246,084   $  2,706   $ 3,196,868 180 North Michigan,    Chicago, Illinois         9,501,024    411,296    313,829     9,598,491 209 West Jackson,    Chicago, Illinois         1,213,832    332,836         --     1,546,668                            -----------   --------   --------   -----------    Total                   $13,668,346   $990,216   $316,535   $14,342,027                            ===========   ========   ========   ===========                                          -59-   FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  Years Ended December 31, 2005, 2004 and 2003  2.   Reconciliation of Accumulated Depreciation of Real Estate During Each of      the Years Ended December 31, 2005, 2004 and 2003                                       BALANCE AS OF     ADDITIONS                   BALANCE AS OF                                  DECEMBER 31, 2002    AT COST    RETIREMENTS   DECEMBER 31, 2003                                  -----------------   ---------   -----------   -----------------      Naperville Office Court,    Naperville, Illinois             $ 2,724,141       $237,383     $  8,034       $ 2,953,490 180 North Michigan,    Chicago, Illinois                  9,165,386        419,162       83,524         9,501,024 209 West Jackson,    Chicago, Illinois                    898,590        315,258           16         1,213,832 One Strip Shopping Center:    Evergreen Commons,       Evergreen Park, Illinois          242,470          8,894      251,364                --                                     -----------       --------     --------       -----------       Total                         $13,030,587       $980,697     $342,938       $13,668,346                                     ===========       ========     ========       ===========                                          -60-    FIRST WILKOW VENTURE (A Limited Partnership)  SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued  December 31, 2005, 2004 and 2003                BASIS OF REAL ESTATE FOR FEDERAL INCOME TAX PURPOSES                                                BUILDINGS AND                                 LAND      IMPROVEMENTS (A)                              ----------   ----------------    FIRST WILKOW VENTURE    180 North Michigan        $1,086,392      $ 8,208,187    Naperville Office Court      302,557        1,840,730                              ----------      -----------       SUBTOTAL                1,388,949       10,048,917  SUBSIDIARIES    209 West Jackson           1,581,844        8,000,441                              ----------      -----------       TOTAL CONSOLIDATED     $2,970,793      $18,049,358                              ==========      ===========   (A)  Net of accumulated depreciation                                         -61-                                       SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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.                                          FIRST WILKOW VENTURE                                           By: Marc R. Wilkow                                             ------------------------------------                                             Marc R. Wilkow, General Partner and                                             President of M & J Wilkow, Ltd., its                                             Managing Agent  DATED: March 26, 2006  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, in the capacities indicated, on March 26, 2006.                                           By: Clifton J. Wilkow                                             ------------------------------------                                             Clifton J. Wilkow, General Partner                                             and Executive Vice President of                                             M & J Wilkow, Ltd.                                           By: Peter Boelke                                             ------------------------------------                                             Peter Boelke, Vice President of                                             M & J Wilkow, Ltd.                                         -62-                                    INDEX TO EXHIBITS    Exhibit No.                               Description - -----------                               -----------       (A)       Agreement of Limited Partnership of First Wilkow Venture (filed as               Exhibit A or Prospectus for Exchange Offer of First Wilkow Venture               dated July 2, 1973).      (B)       Amendments to Certificate of Limited Partnership filed as an               Exhibit to Annual Report on Form 10-K for 1983 which is hereby               incorporated by reference.      (C)       Proxy Statement issued October 20, 1986, filed as Exhibit D to the               Annual Report on 10-K for 1986 which is hereby incorporated by               reference.                                          -63-    EX-31.1 2 c03681exv31w1.txt CERTIFICATION OF CEO PURSUANT TO SECTION 302                                                                        EXHIBIT 31.1                      CERTIFICATION OF CHIEF EXECUTIVE OFFICER  I, Marc R. Wilkow, certify that:  1.   I have reviewed this annual report on Form 10-K of First Wilkow Venture;  2.   Based on my knowledge, this annual report does not contain any untrue      statement of a material fact or omit to state a material fact necessary to      make the statements made, in light of the circumstances under which such      statements were made, not misleading with respect to the period covered by      this annual report;  3.   Based on my knowledge, the financial statements, and other financial      information included in this annual report, fairly present in all material      respects the financial condition, results of operations and cash flows of      the Registrant as of, and for, the periods presented in this annual report;  4.   The Registrant's other certifying officers and I are responsible for      establishing and maintaining disclosure controls and procedures (as defined      in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:       a.   designed such disclosure controls and procedures to ensure that           material information relating to the Registrant, including its           consolidated subsidiaries, is made known to us by others within those           entities, particularly during the period in which this annual report           is being prepared;       b.   evaluated the effectiveness of the Registrant's disclosure controls           and procedures as of a date within 90 days prior to the filing date of           this annual report (the "Evaluation Date"); and       c.   disclosed in this annual report any change in the Registrant's           internal control over financial reporting that occurred during the           Registrant's fourth fiscal quarter of 2005 that has materially           affected, or is reasonably likely to materially affect, the           Registrant's internal control over financial reporting;  5.   The Registrant's other certifying officers and I have disclosed, based on      our most recent evaluation, to the Registrant's auditors and the audit      committee of Registrant's board of directors (or persons performing the      equivalent function):       a.   all significant deficiencies in the design or operation of internal           controls which could adversely affect the Registrant's ability to           record, process, summarize and report financial data and have           identified for the Registrant's auditors any material weaknesses in           internal controls; and       b.   any fraud, whether or not material, that involves management or other           employees who have a significant role in the Registrant's internal           controls; and  6.   The Registrant's other certifying officers and I have indicated in this      annual report whether or not there were significant changes in internal      controls or in other factors that could significantly affect internal      controls subsequent to the date of our most recent evaluation, including      any corrective actions with regard to significant deficiencies and material      weaknesses.  March 26, 2006   Marc R. Wilkow - ------------------------------------- Marc R. Wilkow Chief Executive Officer     EX-31.2 3 c03681exv31w2.txt CERTIFICATION OF CFO PURSUANT TO SECTION 302                                                                        EXHIBIT 31.2                      CERTIFICATION OF CHIEF FINANCIAL OFFICER  I, Peter Boelke, certify that:  1.   I have reviewed this annual report on Form 10-K of First Wilkow Venture;  2.   Based on my knowledge, this annual report does not contain any untrue      statement of a material fact or omit to state a material fact necessary to      make the statements made, in light of the circumstances under which such      statements were made, not misleading with respect to the period covered by      this annual report;  3.   Based on my knowledge, the financial statements, and other financial      information included in this annual report, fairly present in all material      respects the financial condition, results of operations and cash flows of      the Registrant as of, and for, the periods presented in this annual report;  4.   The Registrant's other certifying officers and I are responsible for      establishing and maintaining disclosure controls and procedures (as defined      in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:       a.   designed such disclosure controls and procedures to ensure that           material information relating to the Registrant, including its           consolidated subsidiaries, is made known to us by others within those           entities, particularly during the period in which this annual report           is being prepared;       b.   evaluated the effectiveness of the Registrant's disclosure controls           and procedures as of a date within 90 days prior to the filing date of           this annual report (the "Evaluation Date"); and       c.   disclosed in this annual report any change in the Registrant's           internal control over financial reporting that occurred during the           Registrant's fourth fiscal quarter of 2005 that has materially           affected, or is reasonably likely to materially affect, the           Registrant's internal control over financial reporting;  5.   The Registrant's other certifying officers and I have disclosed, based on      our most recent evaluation, to the Registrant's auditors and the audit      committee of Registrant's board of directors (or persons performing the      equivalent function):       a.   all significant deficiencies in the design or operation of internal           controls which could adversely affect the Registrant's ability to           record, process, summarize and report financial data and have           identified for the Registrant's auditors any material weaknesses in           internal controls; and       b.   any fraud, whether or not material, that involves management or other           employees who have a significant role in the Registrant's internal           controls; and  6.   The Registrant's other certifying officers and I have indicated in this      annual report whether or not there were significant changes in internal      controls or in other factors that could significantly affect internal      controls subsequent to the date of our most recent evaluation, including      any corrective actions with regard to significant deficiencies and material      weaknesses.  March 26, 2006   Peter Boelke - ------------------------------------- Peter Boelke Chief Financial Officer    EX-32.1 4 c03681exv32w1.txt CERTIFICATION OF CEO PURSUANT TO SECTION 906                                                                        EXHIBIT 32.1                              CERTIFICATION PURSUANT TO                              18 U.S.C. SECTION 1350,                              AS ADOPTED PURSUANT TO                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report of First Wilkow Venture (the "Company") on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marc R. Wilkow, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:  (1) The Report fully complies with the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  Marc R. Wilkow - ------------------------------------- Marc R. Wilkow Chief Executive Officer  March 26, 2006    EX-32.2 5 c03681exv32w2.txt CERTIFICATION OF CFO PURSUANT TO SECTION 906                                                                        EXHIBIT 32.2                              CERTIFICATION PURSUANT TO                              18 U.S.C. SECTION 1350,                              AS ADOPTED PURSUANT TO                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report of First Wilkow Venture (the "Company") on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Boelke, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:  (1) The Report fully complies with the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  Peter Boelke - ------------------------------------- Peter Boelke Chief Financial Officer  March 26, 2006    -----END PRIVACY-ENHANCED MESSAGE-----