1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

  X             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
-----                  THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 1998
                                             -----------------
OR

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

                         Commission file number: 0-10222
                                                 -------

                          QUALIFIED PROPERTIES 80, L.P.

               (formerly Hutton/GSH Qualified Properties 80, L.P.)
                -------------------------------------------------
              Exact name of registrant as specified in its charter


           Virginia                                              13-3046808
           --------                                              ----------
State or other jurisdiction of                                 I.R.S. Employer 
incorporation or organization                                 Identification No.

3 World Financial Center, 29th Floor
New York, New York    Attn.: Andre Anderson                         10285
--------------------------------------------                        -----
Address of principal executive offices                             Zip code

Registrant's telephone number, including area code:  (212) 526-3183

Securities registered pursuant to Section 12(b) of the Act:  None

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


                      Units of Limited Partnership Interest
                      -------------------------------------
                                 Title of Class

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes   X     No      
                                  -----      -----

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

Documents Incorporated by Reference:

Portions of Prospectus of Registrant dated October 10, 1980 (included in
Amendment No. 2 to Registration Statement, No. 2-67908, of Registrant filed
October 10, 1980) are incorporated by reference into Part III.

Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31, 1998
filed as an exhibit under Item 14.
<PAGE>
2

                                     PART I

Item 1. Business

(a)  General Development of Business
     -------------------------------

Qualified Properties 80, L.P. (the "Registrant" or the "Partnership") (formerly
Hutton/GSH Qualified Properties 80, L.P.) is a Virginia limited partnership
formed on January 13, 1981, of which QP80 Real Estate Services Inc. ("QP80
Services"), formerly Hutton Real Estate Services, Inc. (See Item 10 "Certain
Matters Involving Affiliates of QP80 Services) and HS Advisors, Ltd. ("HS
Advisors"), are the general partners (the "General Partners"). The Partnership
was originally formed to acquire, operate and hold for investment the following
five commercial properties (the "Properties" or individually a "Property"):
Diamond Springs Warehouse Facility ("Diamond Springs"), a warehouse located in
Virginia Beach, Virginia; 959 Ridgeway Office Building ("959 Ridgeway"), a
two-story office building located in Memphis, Tennessee; 889 Ridgelake Office
Building ("889 Ridgelake"), a three-story office building located in Memphis,
Tennessee; Swenson Business Park - Building A ("Swenson A"), a one-story
research and development facility located in San Jose, California; and Stevens
Creek Office Building ("Stevens Creek"), a class-A office property located in
San Jose, California. The Partnership does not plan to invest in any additional
properties. Additional information regarding the historical development of
business is incorporated by reference to Note 1 of the Notes to the Consolidated
Financial Statements in the Partnership's Annual Report to Unitholders for the
year ended December 31, 1998 filed as an exhibit under Item 14.

As of December 31, 1998, three of the Properties had been sold. Diamond Springs
was sold on March 1, 1995 for net proceeds of $3.0 million; Swenson A was sold
on November 10, 1997 for net proceeds of $2.9 million; and Stevens Creek was
sold on February 2, 1998 for net proceeds of $15.2 million. Additional
information regarding these sales is incorporated by reference to Item 7 and
Note 4 of the Notes to the Consolidated Financial Statements contained in the
Partnership's Annual Report to Unitholders for the year ended December 31, 1998
filed as an exhibit under Item 14.

The Partnership has engaged real estate brokers to assist in selling the
Partnership's two remaining properties, 889 Ridgelake and 959 Ridgeway. It is
currently anticipated that the properties will be sold and the Partnership
liquidated in 1999, however, there can be no assurance that either property will
be sold within this time frame, or that the sales will result in a particular
price.

(b)  Financial Information About Industry Segment
     --------------------------------------------

The Partnership's sole business is the ownership and operation of the
Properties. All of the Partnership's revenues, operating profits or losses and
assets relate solely to such industry segment.

(c)  Narrative Description of Business
     ---------------------------------

The Partnership's principal investment objectives with respect to the Properties
(in no particular order of priority) are:

o    Capital appreciation.

o    Distributions of Net Cash From Operations attributable to rental income.

o    Preservation and protection of capital.

o    Equity build-up through principal reduction of mortgage loans, if any, on
     the Properties.

Distributions of Net Cash From Operations will be the Partnership's objective
during its operational phase, while the preservation and appreciation of capital
will be the Partnership's long-term objectives. The attainment of the
Partnership's investment objectives will depend on many factors, including
successful management of the operations of the Properties. Future economic
conditions in the United States as a whole and, in particular, in Memphis,
Tennessee, where the remaining Properties are located, will also be important
factors, especially with regard to the achievement of capital appreciation.
<PAGE>
3

The Registrant expects to sell its remaining Properties during 1999, taking into
consideration such factors as market conditions, leasing conditions, net sales
proceeds to be realized, and the possible risks of continued ownership. No
Property will be sold, financed or refinanced by the Partnership without the
agreement of both General Partners. Proceeds from any future sale, financing or
refinancing of the Properties will not be reinvested but will be distributed to
the Partners, so that the Partnership will, in effect, be self-liquidating. As
partial payment for Properties sold, the Partnership may receive purchase money
obligations collateralized by mortgages or deeds of trust. In such cases, the
amount of such obligations will not be included in Net Proceeds From Sale or
Refinancing (distributable to the Partners) until and to the extent the
obligations are realized in cash, sold or otherwise liquidated.

(d)  Competition
     -----------

889 Ridgelake Office Building and 959 Ridgeway Office Building are subject to
competition from similar types of properties located in the same vicinity. The
business of owning and operating commercial office buildings in the area where
the Properties are located is highly competitive, and the Partnership competes
with a number of established companies, some of which have greater resources
than the Partnership. For a discussion of current commercial real estate market
conditions in the Memphis area, see the section entitled "Message to Investors"
in the Partnership's Annual Report to Unitholders for the year ended December
31, 1998 filed as an exhibit under Item 14.

(e)  Employees
     ---------

The Partnership has no employees.


Item 2. Properties
        ----------

Description of Properties and material leases incorporated by reference to the
section entitled "Message to Investors" and Note 4 and Note 6 of the Notes to
the Consolidated Financial Statements in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1998, filed as an exhibit under Item
14.

Item 3. Legal Proceedings
        -----------------

Neither the Partnership nor any of the Properties is subject to any material
pending legal proceedings.


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

During the fourth quarter of the year ended December 31, 1998, no matter was
submitted to a vote of security holders through the solicitation of proxies or
otherwise.


                                     PART II

Item 5. Market for Registrant's Limited Partnership
        Units and Related Unitholder Matters

(a)  Market Information  An established public market for Interests does not
     exist and is not likely to develop.

(b)  Holders  As of December 31, 1998, the number of holders of Units was 1,844.

(c)  Distributions  Quarterly cash distributions from operations were suspended
     commencing in the second quarter of 1997 in consideration of the
     Partnership's marketing efforts and the need to fund several major capital
     improvements at the Properties to better position them for sale. On April
     7, 1998, the Partnership paid a special cash distribution totaling $261.45
     per Unit to Limited Partners, representing the net proceeds from the sale
     of Stevens Creek. Another special distribution of $50.00 per Unit was paid
     on November 28, 1997, representing the net proceeds from the sale of
     Swenson A.  Following the sale of the Partnership's remaining Properties,
     the General Partners will distribute the net proceeds together with the
     Partnership's remaining cash reserves (after payment of or provision for,
     the Partnership's liabilities and expenses), and dissolve the Partnership.
<PAGE>
4

     The following distributions were paid to the Limited Partners for the two
     years ended December 31, 1998 and December 31, 1997.

<TABLE>
<CAPTION>
                 Cash Distributions Per Limited Partnership Unit

                    First      Second       Third      Fourth
                  Quarter     Quarter     Quarter     Quarter       Total
                  -------     -------     -------     -------       -----

        <S>       <C>         <C>         <C>         <C>         <C>    
        1997      $  4.00     $  0.00     $  0.00     $ 50.00 2   $ 54.00
        1998           --     $261.45 1   $    --     $    --     $261.45

<FN>
        1 Represents a return of capital resulting from the sale of the
          Stevens Creek Property.
        2 Represents a return of capital resulting from the sale of the
          Swenson A Property.
</FN>
</TABLE>


Item 6. Selected Financial Data

<TABLE>
<CAPTION>
For The Years Ended December 31,
(dollars in thousands except per Unit data)

                                           1998        1997        1996        1995        1994
-----------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>    
Total income                            $ 2,153     $ 3,503     $ 3,813     $ 4,145     $ 4,359
Gain on sale of real estate assets        7,830       1,337          --       1,871          --
Income (loss) before gain on sale
  of real estate                         (1,818)        357         260         421         475
Net income                                6,012       1,693         260       2,292         475
Net income per Unit                      116.06       32.89        4.57       44.08        8.99
Net cash from operations                    325         955       1,392       1,417       1,916
Total assets                              7,635      14,148      15,759      17,328      19,267
Mortgage note payable                     3,833       3,931       4,019       4,098       4,170
Cash distributions per
  Limited Partnership Unit              $261.45 1   $ 54.00 2   $ 35.20 3   $ 77.50 4   $ 28.00
-----------------------------------------------------------------------------------------------
<FN>
1 Represents a return of capital resulting from the sale of the Stevens Creek
  Property.
2 Includes a $50 return of capital resulting from the sale of the Swenson A
  Property.
3 Includes a special cash distribution of $9.20 per Unit paid on March 29, 1996.
4 Includes $54 in return of capital resulting from the sale of Diamond Springs
  Warehouse.
</FN>
</TABLE>


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

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

On November 10, 1997 Swenson A was sold for net proceeds of $2,909,697 and
resulted in a gain on sale of $1,336,788, which is reflected in the
Partnership's statement of operations for the year ending December 31, 1997. On
February 2, 1998 Stevens Creek was sold for net proceeds of $15,223,030 and
resulted in a gain on sale of $7,829,940, which is reflected in the
Partnership's statement of operations for the year ended December 31, 1998.

The Partnership has engaged a real estate broker to assist in selling the
Partnership's two remaining properties, 889 Ridgelake and 959 Ridgeway.
Accordingly, the Partnership's real estate assets, deferred rent receivable and
prepaid leasing costs were reclassified on the consolidated balance sheets at
December 31, 1998 to "Real estate assets held for disposition," and the
Partnership suspended depreciation and amortization in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The Partnership
has executed a letter of intent with the joint venture partner to purchase both
properties, and is currently negotiating a purchase and sale agreement. It is
currently anticipated that the properties will be sold and the Partnership
liquidated in 1999, however, there can be no assurance that either property will
be sold within this time frame, or that the sales will result in a particular
price.
<PAGE>
5

The Partnership had cash and cash equivalents totaling $1,938,059 at December
31, 1998, compared to $1,023,370 at December 31, 1997. The increase is primarily
due to the receipt of net proceeds from the sale of Stevens Creek, which,
together with net cash flow from operating activities, exceeded cash
distributions and mortgage principal payments for the year ended December 31,
1998.

Restricted cash totaled $77,510 at December 31, 1998 compared with $50,567 at
December 31, 1997. The increase represents tax escrow payments associated with
leases at the 889 Ridgelake property, which exceeded tax payments.

Prepaid expenses totaled $10,225 at December 31, 1998, compared to $205,922 at
December 31, 1997. The decrease was primarily due to the sale of Stevens Creek
and the reclassification of the Partnership's real estate to "Real estate assets
held for disposition."

Accounts payable and accrued expenses totaled $269,259 at December 31, 1998,
compared with $220,073 at December 31, 1997. The increase is largely due to the
timing of payment of invoices for Partnership administrative services.

On April 7, 1998, the Partnership paid a special cash distribution to Limited
Partners from the net proceeds from the sale of Stevens Creek in the amount of
$261.45 per Unit to Unitholders of record as of April 1, 1998. Following the
sale of the Partnership's remaining Properties, the General Partners will
distribute the net proceeds together with the Partnership's remaining cash
reserves (after payment of or provision for, the Partnership's liabilities and
expenses), and dissolve the Partnership.

Market Risk
-----------
The Partnership's principal market risk exposure is interest rate risk. The
Partnership's only long-term debt is the mortgage note secured by 889 Ridgelake
which bears interest at a fixed rate until its maturity date in 2014. As noted
above, the General Partners are currently marketing the Properties for sale, and
it is anticipated that a sale of 889 Ridgelake will be completed prior to the
loan's maturity date. Interest income from the Partnership's cash and cash
equivalents is subject to interest rate risk, since such funds consist of
short-term, highly liquid investments invested at short-term rates. Such risk is
not considered material to the Partnership's operations.

Year 2000 Initiatives
---------------------
The Year 2000 compliance issue concerns the ability of computerized information
systems to accurately calculate, store or use a date after 1999. This could
result in computer system failures or miscalculations causing disruptions of
operations. The Year 2000 issue affects almost all companies and organizations.

As noted above, the Partnership's remaining properties are currently being
marketed for sale, and it is anticipated that the properties will be sold and
the Partnership dissolved prior to December 31, 1999. In the event that the
Partnership is not liquidated prior to December 31, 1999, potential Year 2000
issues relate primarily to outside vendors which provide property management and
the Partnership's administrative services including accounting, tax preparation
and transfer agent services. Such services are reliant on computer systems,
software products and equipment which may or may not be Year 2000 compliant. It
is anticipated that the cost of vendor compliance with Year 2000 problems will
be borne primarily by vendors. Although it is not possible at present to give an
estimate of the cost of this work to the Partnership, the General Partner does
not expect such costs to have a material adverse impact on the Partnership's
long term results of operations.

Results of Operations
---------------------

1998 versus 1997
----------------
For the year ended December 31, 1998, the Partnership's operations resulted in
net income of $6,012,382, compared to net income of $1,693,288 in fiscal 1997.
Net income in fiscal 1998 includes a gain on sale of real estate in the amount
of $7,829,940 and a corresponding charge for minority interest allocation of
$1,887,366, resulting from the sale of Stevens Creek, while net income in fiscal
1997 includes a gain on sale of real estate in the amount of $1,336,788
resulting from the sale of Swenson A. Excluding these gains, Partnership
operations resulted in a loss before gain on sale of real estate of $1,817,558
in fiscal 1998 compared with income before gain on sale of real estate of
$356,500 in fiscal 1997. The decrease is mainly due to a reduction in rental and
other income, and an increase in general and administrative expense.
<PAGE>
6

Primarily as a result of the sale of Swenson A in November 1997 and Stevens
Creek in February 1998, the following income and expense categories decreased in
comparison to 1997: rental income, other income and property operating expenses.
Interest income totaled $234,732 for the year ended December 31, 1998, compared
to $19,046 in fiscal 1997, reflecting the Partnership's higher cash balances in
1998 as a result of the sale of Swenson A in November 1997 and Stevens Creek in
February 1998.

General and administrative expenses totaled $388,205 for the year ended December
31, 1998, compared with $253,729 in fiscal 1997. The increase is primarily
attributable to an increase in Partnership administrative servicing fees and
higher legal expenses associated with the sale of Stevens Creek.

As of December 31, 1998, lease levels at the remaining Properties were as
follows: 959 Ridgeway - 63%; and 889 Ridgelake - 100%.

1997 versus 1996
----------------
The Partnership's operations for the year ended December 31, 1997 resulted in
net income of $1,693,288 compared with $259,629 for the year ended December 31,
1996. The increase is primarily attributable to the $1,336,788 gain recognized
in 1997 on the sale of Swenson A. Income before gain on sale of real estate was
$356,500 for the year ended December 31, 1997. The increase is primarily due to
a decrease in depreciation expense, which was partially offset by higher
property operating and general and administrative expenses, and lower rental
income.

Rental income totaled $3,144,174 for the year ended December 31, 1997, compared
with $3,390,655 in 1996. The decrease is primarily due to lower occupancy at 959
Ridgeway and the sale of Swenson A. Other income totaled $339,357 for the year
ended December 31, 1997, compared with $403,298 for the year ended December 31,
1996. The decrease is primarily attributable to lower tenant reimbursable income
at 959 Ridgeway, in addition to reimbursements for capital improvements
completed at 889 Ridgelake.

Property operating expenses totaled $1,915,443 for the year ended December 31,
1997, compared to $1,706,859 for the year ended December 31, 1996. The increase
primarily reflects roof repairs, carpeting and other non-capitalizable
improvements performed at Stevens Creek in 1997. Depreciation and amortization
decreased to $563,501 for the year ended December 31, 1997 from $1,240,363 a
year earlier, largely due to the reclassification of Swenson A and Stevens Creek
as "Real estate assets held for disposition." Additionally, certain tenant
improvements at 959 Ridgeway and 889 Ridgelake became fully depreciated in 1997.

General and administrative expenses for the year ended December 31, 1997,
totaled $253,729 compared with $185,101 for the 1996 period. During 1997,
certain expenses incurred by QP80 Real Estate Services Inc. and its affiliates
in servicing the Partnership, which were voluntarily absorbed by affiliates of
QP80 Real Estate Services, Inc. in prior periods, were reimbursable to QP80 Real
Estate Services, Inc. and its affiliates. Higher legal expenses resulting from
the sale of Swenson A also contributed to the increase. Further details
regarding general and administrative expenses are incorporated herein by
reference to Note 7 "Transactions with Related Parties" of Notes to the
Consolidated Financial Statements contained in the Partnership's Annual Report
to Unitholders for the year ended December 31, 1997 filed as an exhibit under
Item 14.

As of December 31, 1997, lease levels at each of the Properties were as follows:
Stevens Creek - 92%; 959 Ridgeway - 63%; and 889 Ridgelake - 100%.


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

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1998, which is filed as an exhibit under Item 14.


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

None.
<PAGE>
7

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The General Partners of the Partnership are QP80 Real Estate Services Inc.
("QP80 Services"), formerly Hutton Real Estate Services, Inc., an affiliate of
Lehman Brothers Inc. ("Lehman"), and HS Advisors, Ltd. an affiliate of Goodman
Segar Hogan, Inc. See the section captioned "Certain Matters Involving
Affiliates of QP80 Services" for a description of the sale of certain of
Shearson Lehman Brothers, Inc. ("Shearson") domestic retail and asset management
businesses to Smith Barney, Harris Upham & Co. Incorporated, which resulted in a
change in the Lehman General Partner's name. Brief descriptions of the business
experience of the directors and officers of the General Partners are provided
below. There is no family relationship among any of the persons currently
serving as directors or officers of the General Partners.

QP80 Real Estate Services Inc.
------------------------------

Certain officers and directors of the general partner are now serving (or in the
past have served) as officers or directors of entities which act as general
partners of a number of real estate limited partnerships which have sought
protection under the provisions of the Federal Bankruptcy Code. The partnerships
which have filed bankruptcy petitions own real estate which has been adversely
affected by the economic conditions in the markets in which that real estate is
located and, consequently, the partnerships sought the protection of the
bankruptcy laws to protect the partnerships' assets from loss through
foreclosure.

         Name                           Office
         ----                           ------
         Rocco F. Andriola              Director
         Michael T. Marron              President and Chief Financial Officer
         William T. McDermott           Vice President

Rocco F. Andriola, 40, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996. Since
joining Lehman in 1986, Mr. Andriola has been involved in a wide range of
restructuring and asset management activities involving real estate and other
direct investment transactions. From June 1991 through September 1996, Mr.
Andriola held the position of Senior Vice President in Lehman's Diversified
Asset Group. From June 1989 through May 1991, Mr. Andriola held the position of
First Vice President in Lehman's Capital Preservation and Restructuring Group.
From 1986 to 1989, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman, Mr. Andriola practiced corporate and securities law at
Donovan Leisure Newton & Irvine in New York. Mr. Andriola received a B.A. from
Fordham University, a J.D. from New York University School of Law, and an LL.M
in Corporate Law from New York University's Graduate School of Law.

Michael T. Marron, 35, is a Vice President of Lehman Brothers and has been a
member of the Diversified Asset Group since 1990 where he has actively managed
and restructured a diverse portfolio of syndicated limited partnerships. Prior
to joining Lehman Brothers, Mr. Marron was associated with Peat Marwick Mitchell
& Co. serving in both its audit and tax divisions from 1985 to 1989. Mr. Marron
received a B.S. degree from the State University of New York at Albany and an
M.B.A. degree from Columbia University and is a Certified Public Accountant.

William T. McDermott, 35, is a Vice President of Lehman Brothers and has been a
member of the Diversified Asset Group since 1998. Mr. McDermott joined Lehman
Brothers in 1993 and held various positions within the firm before joining the
Diversified Asset Group. Prior to joining Lehman Brothers, Mr. McDermott was a
financial analyst with Cantor Fitzgerald Inc. from 1991 - 1993 and was
associated with Arthur Andersen & Co. serving in both its audit and bankruptcy
consulting divisions from 1985 to 1991. Mr. McDermott received his B.B.A. degree
from the University of Notre Dame and is a Certified Public Accountant.

HS Advisors, Ltd.
-----------------

HS Advisors, Ltd. is a California limited partnership formed on May 20, 1980,
the sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."),
a wholly-owned subsidiary of Goodman Segar Hogan, Inc. The names and ages of, as
well as the positions held by, the directors and executive officers of HS Inc.
are as set forth below. There are no family relationships between or among any
officer and any other officer or director.
<PAGE>
8

         Name                           Office
         ----                           ------
         Mark P. Mikuta                 President
         Julie R. Adie                  Vice President, Treasurer and Secretary

Mark P. Mikuta, 45, is President of Goodman Segar Hogan, Inc. and is Controller
of Dominion Capital, Inc., a wholly-owned subsidiary of Dominion Resources. Mr.
Mikuta joined Dominion Resources in 1987. Prior to joining Dominion Resources,
he was an internal auditor with Virginia Commonwealth University in Richmond,
Virginia from 1980 - 1987 and an accountant with Coopers & Lybrand from 1977 -
1980. Mr. Mikuta earned a bachelor of science degree in accounting from the
University of Richmond in 1977. He is a Certified Public Accountant (CPA) and
Certified Financial Planner (CFP) in the state of Virginia and a member of the
American Institute of Certified Public Accountants.

Julie R. Adie, 44, is a Vice President, Secretary and Treasurer of Goodman Segar
Hogan, Inc. and Senior Vice President of Goodman Segar Hogan Hoffler, L.P.
("GSHH"). She is responsible for investment management of a commercial real
estate portfolio for the company's Asset Management Division. Prior to GSHH, Ms.
Adie was an asset manager with Aetna Real Estate Investors from 1986 to 1988.
Ms. Adie practiced as an attorney from 1978 through 1984 and is currently a
member of the Virginia Bar Association. She holds a B.A. degree from Duke
University, a Juris Doctor from the University of Virginia and an M.B.A. from
Dartmouth College.

Certain Matters Involving Affiliates of QP80 Real Estate Services Inc.
----------------------------------------------------------------------

On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney, Harris Upham & Co. Incorporated
("Smith Barney"). Subsequent to the sale, Shearson changed its name to Lehman
Brothers Inc. The transaction did not affect the ownership of the Partnership's
General Partner. However, the assets acquired by Smith Barney included the name
"Hutton." Consequently, Hutton Real Estate Services, Inc., a General Partner,
changed its name to QP80 Real Estate Services Inc. Additionally, effective
August 3, 1995, the Partnership changed its name to Qualified Properties 80,
L.P., to delete any reference to "Hutton."

On August 1, 1993, GSH transferred all of its leasing, management and sales
operations to Goodman Segar Hogan Hoffler, L.P., a Virginia limited partnership
("GSHH"). On that date, the leasing, management and sales operations of a
portfolio of properties owned by the principals of Armada/Hoffler ("HK") were
also obtained by GSHH. The General Partner of GSHH is Goodman Segar Hogan
Hoffler, Inc., a Virginia corporation ("GSHH Inc."), which has a one percent
interest in GSHH. The stockholders of GSHH Inc. are GSH with a sixty-two percent
stock interest and H.K. Associates, L.P., an affiliate of HK, with a
thirty-eight percent stock interest. The remaining interests in GSHH are limited
partnership interests owned by GSH, HK and 23 employees of GSHH. On September
28, 1998 GSH sold its general partner and limited partner interests in GSHH to
The St. Joe Company, an unaffiliated company. The transactions did not affect
the ownership of the General Partners.


Item 11. Executive Compensation

Neither of the General Partners nor any of their directors and officers received
any compensation from the Partnership. See Item 13 "Certain Relationships and
Related Transactions" below with respect to a description of certain
transactions of the General Partners and their affiliates with the Partnership.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Beneficial Owners
     ---------------------------------------

As of December 31, 1998, one party was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership. The
owner, First Trust Company, L.P., owns a total of 3,932 units or 7.67% of the
Units in one account. First Trust's address is 1211 Sixth Avenue, 29th Floor,
New York, New York 10036.
<PAGE>
9

(b)  Security Ownership of Management
     --------------------------------

The General Partners own 200 Units (134 by QP80 Services and 66 by HS Advisors),
as required by the terms of the offering described in the Prospectus of
Partnership, dated October 10, 1980 (the "Prospectus") contained in Amendment
No. 2 to Registration Statement No. 2-67908 of Partnership, filed October 10,
1980.

(c)  Changes in Control
     ------------------

None.


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

(a)  Transactions with Management and Others.
     ---------------------------------------
     Commencing January 1, 1997, the Partnership began reimbursing certain
     expenses incurred by QP80 Services and its affiliates in servicing the
     Partnership to the extent permitted by the Partnership agreement. In prior
     years, affiliates of QP80 Services had voluntarily absorbed these expenses.
     Disclosure relating to amounts paid to the General Partners or their
     affiliates during the past three years is incorporated herein by reference
     to Note 7 "Transactions with Related Parties" of Notes to the Consolidated
     Financial Statements contained in the Partnership's Annual Report to
     Unitholders for the year ended December 31, 1998 filed as an exhibit under
     Item 14.

(b)  Certain Business Relationships.
     ------------------------------
     There have been no business transactions between any of the Directors and
     the Partnership.

(c)  Indebtedness of Management.
     --------------------------
     No management person is indebted in any amount to the Partnership.
<PAGE>
10

                                     PART IV

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

(a)(1)   Financial Statements:
         --------------------
         Consolidated Balance Sheets -
         At December 31, 1998 and 1997...................................   (1)

         Consolidated Statements of Partners' Capital (Deficit) -
         For the years ended December 31, 1998, 1997 and 1996............   (1)

         Consolidated Statements of Operations -
         For the years ended December 31, 1998, 1997 and 1996............   (1)

         Consolidated Statements of Cash Flows -
         For the years ended December 31, 1998, 1997 and 1996............   (1)

         Notes to the Consolidated Financial Statements..................   (1)

     (1) Incorporated by reference to the Partnership's Annual Report
         to Unitholders for the year ended December 31, 1998, which
         is filed as an exhibit under Item 14.

(a)(2)   Financial Statement Schedules

         Schedule III - Real Estate and Accumulated Depreciation.........   F-1

         No other schedules are presented because the information is
         not applicable or is included in the consolidated financial
         statements or notes thereto.

(a)(3)   See Exhibit Index contained herein.

(b)      Reports on Form 8-K filed in the fourth quarter of 1998:

         No reports on Form 8-K were filed during the three months
         ended December 31, 1998.
<PAGE>
11

                                  EXHIBIT INDEX

Exhibit No.
-----------

(4) (A)  Certificate and Agreement of Limited Partnership (included as, and
         incorporated by reference to, Exhibit A to the Prospectus of Registrant
         dated October 10, 1980 (the "Prospectus"), contained in Amendment No. 2
         to Registration Statement (the "1980 Registration Statement"), No.
         2-67908, of Registrant filed October 10, 1980).

    (B)  Subscription Agreement and Signature Page (included as, and
         incorporated by reference to, Exhibit B to the Prospectus).

    (C)  First Amendment to Certificate and Agreement of Limited Partnership of
         the Registrant, dated February 23, 1981 (included as, and incorporated
         by reference to, Exhibit 4(C) to the Registrant's Annual Report on
         Form 10-K filed March 31, 1982 (the "1981 Annual Report")).

    (D)  Third Amendment to Certificate and Agreement of Limited Partnership of
         the Registrant, dated January 28, 1982 (included as, and incorporated
         by reference to, Exhibit 4(D) to the 1981 Annual Report).

(13)     Registrant's Annual Report to Unitholders for the year ended December
         31, 1998.

(23)     Consent of Independent Auditors.

(27)     Financial Data Schedule.

(28)     Portions of Prospectus of Registrant dated October 10, 1980 (included
         as, and incorporated by reference to, Exhibit (28) to the Registrant's
         Annual Report on Form 10-K filed March 30, 1988.)
<PAGE>
12

                                   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.



                           QUALIFIED PROPERTIES 80, L.P.



Date:  March 30, 1999      BY: HS Advisors, Ltd.
                               General Partner

                           BY: Hogan Stanton, Inc.
                               General Partner


                               BY:    /s/Mark P. Mikuta
                                      -----------------
                               Name:  Mark P. Mikuta
                               Title: President



Date:  March 30, 1999      BY: QP80 Real Estate Services Inc.
                               General Partner


                               BY:    /s/Michael T. Marron
                                      --------------------
                               Name:  Michael T. Marron
                               Title: President and Chief Financial Officer
<PAGE>
13

                                   SIGNATURES

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 capabilities and on the dates indicated.



                           QP80 REAL ESTATE SERVICES INC.
                           A General Partner



Date:  March 30, 1999
                               BY:    /s/Rocco F. Andriola
                                      --------------------
                               Name:  Rocco F. Andriola
                               Title: Director



Date:  March 30, 1999
                               BY:    /s/Michael T. Marron
                                      --------------------
                               Name:  Michael T. Marron
                               Title: President and
                                      Chief Financial Officer



Date:  March 30, 1999          BY:    /s/William T. McDermott
                                      -----------------------
                               Name:  William T. McDermott
                               Title: Vice President
<PAGE>
14

                                   SIGNATURES

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 capabilities and on the dates indicated.



                               HS ADVISORS, LTD.
                               A General Partner



Date:  March 30, 1999
                               BY:    /s/Mark P. Mikuta
                                      -----------------
                               Name:  Mark P. Mikuta
                               Title: President of Hogan Stanton
                                      Investment, Inc., as general
                                      partner of HS Advisors, Ltd.



Date:  March 30, 1999
                               BY:    /s/Julie R. Adie
                                      ----------------
                               Name:  Julie R. Adie
                               Title: Vice President, Treasurer and Secretary of
                                      Hogan Stanton Investment, Inc.,
                                      as general partner of HS Advisors, Ltd.