UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K


(Mark One)
{ X }  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended        December 31, 1995
                               ----------------------------

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

For the transition period from                     to


                         Commission file number 0-15747

              Brown-Flournoy Equity Income Fund Limited Partnership
             (Exact Name of Registrant as Specified in its Charter)


                 Delaware                                         58-1688140
         (State or Other Jurisdiction of                     (I.R.S. Employer
         Incorporation or Organization)                  Identification Number)



     225 East Redwood Street, Baltimore, Maryland                      21202
       (Address of Principal Executive Offices)                     (Zip Code)

        Registrant's Telephone Number, Including Area Code:     (410) 727-4083

          Title of each class      Name of each exchange on which registered

                None

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

                     Class A Limited Partnership Interests
                                (Title of class)

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

                    Yes     X                             No

     As of  December  31,  1995,  there  were  26,900  Units of Class A  Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established  public trading  market for the Units,  the aggregate  market
value  of  the  Units  held  by  non-affiliates  of  the  Registrant  cannot  be
calculated.
                      Documents Incorporated by Reference

  Portions of the Prospectus of Registrant, dated August 28, 1986, as filed with
the  Securities  and  Exchange  Commission  pursuant  to Rule  424(b)  under the
Securities Act of 1933, as amended and the Supplements thereto, are incorporated
by reference in Parts I, II, III and IV of this Annual Report on Form 10-K.  The
Annual Report for 1995 is incorporated by reference.


                                     <PAGE>
              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP







                                                       INDEX

                                                             Page(s)

Part I


     Item 1.  Business                                                   3
     Item 2.  Properties                                                 4
     Item 3.  Legal Proceedings                                          4
     Item 4.  Submission of Matters to a Vote of Security Holders        4


Part II.


     Item 5.  Market for Registrant's Common Equity
                  and Related Stockholder Matters                      4-5
     Item 6.  Selected Financial Data                                    5
     Item 7.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                  5-7
     Item 8.  Financial Statements and Supplementary Data                7
     Item 9.  Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                    8

Part III.

     Item 10. Directors and Executive Officers of the Registrant       8-9
     Item 11. Executive Compensation                                     9
     Item 12. Security Ownership of Certain Beneficial Owners
                  and Management                                         9
     Item 13. Certain Relationships and Related Transactions          9-10


Part IV.


     Item 14. Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                10-13

              Signatures                                                14







                                                      -2-


<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP



                                                      PART I



Item 1.  Business

     Brown-Flournoy  Equity  Income Fund Limited  Partnership  (the "Fund") is a
Delaware limited partnership formed on June 25, 1986 to develop and operate four
residential  apartment  communities in Georgia and South  Carolina.  The capital
raised from the admission of investors  enabled the Fund to acquire the property
and improvements and complete the construction of the four apartment communities
by the end of 1987. See Item 2, Properties, herein.

     The General Partners of the Fund are Brown Equity Income Properties,  Inc.,
a Maryland corporation (the "Administrative General Partner"), and John F.
Flournoy (the "Development General Partner").

     Reference is made to the Prospectus (the  "Prospectus")  of the Registrant,
dated  August  28,  1986,  filed with the  Securities  and  Exchange  Commission
pursuant  to Rule 424 (b) under  the  Securities  Act of 1933,  as  amended,  in
connection with the Registrant's  Registration  Statement on Form S-11 (file No.
33-6924). Supplements to the Prospectus ("Supplements") have been filed with the
Securities  and Exchange  Commission  upon  completion of the minimum  offering,
dated October 29, 1986, and subsequent  closings dated December 8, 1986, January
14,  1987,  and February 16, 1987.  Pursuant to the  Registration  Statement,  a
maximum of 27,000 units were registered under the Securities and Exchange Act of
1933,  as amended.  During 1986 and 1987,  all 27,000  units were sold,  and the
Registrant's net proceeds available for investment aggregated $25,110,000 (gross
proceeds of  $27,000,000  less selling  commissions  and offering and  promotion
expenses paid of $1,797,300 and volume discounts of $92,700).

     Funding for the acquisition of the land and  improvements  and construction
of the apartment  units was initially  provided by capital  raised by the Fund's
$27,000,000  equity  offering which commenced in the latter part of 1986 and was
fully subscribed in February,  1987 with the admission of investors  holding the
final Class A Limited  Partnership  interests  (the  "Units").  Each of the four
apartment communities was built within the terms of the fixed price construction
contracts  and  all  were  completed  ahead  of  the  schedule  required  by the
construction contracts.

     The Fund secured first mortgage loans of $20.8 million on its properties on
August 30, 1989.  The loan  proceeds  were used to return  approximately  60% of
original  equity to  investors  (approximately  $16.2  million),  repay  certain
deferred fees and establish reserves. The Fund took on the additional expense of
monthly  debt  service  payments  resulting  in a reduction  of  operating  cash
available for future distributions.  Throughout 1995, the Fund's working capital
not currently needed for improvements or other needs was invested,  primarily in
certificates of deposit or money market accounts.

     The Fund's residential  apartment communities face competition with similar
properties  in their  locations.  The  competition  is  based on the  properties
proximity to area employers and commercial and retail  facilities.  In addition,
consideration has been given to the comparability of quality,  amenities, rental
rates and unit sizes.  The Fund's annual report discusses the current leasing at
the properties and is incorporated by reference in Item 14. Exhibits,  Financial
Statement Schedules and Reports on Form 8-K, herein.

     Pursuant  to the terms of a property  management  agreement  with the Fund,
each of the  Properties is managed by Flournoy  Properties,  Inc.,  the property
manager,  and the  agreement  is now  renewable  on a  year-to-year  basis.  The
property manager  receives a property  management fee for each Property of 5% of
gross monthly operating revenues of the Property. Under the terms of each of the
property  management  agreements,   the  property  manager  is  responsible  for
performing,  or paying others to perform on its behalf, all  leasing-related and
other  property  management  services for the  properties.  The  management  and
administration  of the Fund is performed by the General Partners or an affiliate
thereof.



                                                      -3-


<PAGE>

              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


Item 2.  Properties

     The Fund owns the land and improvements as described below:

                                           Name and Location of Property


                                              Description of Property


Southland Station
Warner Robins, Houston County,
Georgia

A 160-unit garden apartment community  consisting of twelve two-story buildings,
a swimming  pool,  tennis  courts and a clubhouse on  approximately  15 acres of
land.

Park Place
Spartanburg County,
South Carolina

A  184-unit  garden  apartment   community   consisting  of  thirteen  two-story
buildings,  a swimming pool, tennis courts and a clubhouse on approximately 14.4
acres of land.

Hidden Lake - Phase Two
Union City, Fulton County,
Georgia

A  160-unit  garden  apartment   community   consisting  of  thirteen  two-story
buildings.  The property shares two swimming pools, tennis courts, a sport court
and a clubhouse with an existing 160-unit apartment complex adjacent to the site
and is located on approximately 16.2 acres of land.

High Ridge
Athens, Clarke County,
Georgia

A 160-unit garden apartment community  consisting of eleven  two-and-three-story
buildings,  swimming pools,  tennis courts and a clubhouse on  approximately  18
acres of land.

     For  additional  information  on the  properties,  reference is made to the
information  set forth  under  "The  Properties"  at pages 36  through 47 of the
Prospectus, which is incorporated herein by reference.


Item 3.    Legal Proceedings

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


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

     There were no matters  submitted to the security  holders for a vote during
the last quarter of the fiscal year covered by this report.

                                                      PART II

Item 5.  Market for Registrant's Common Equity and
               Related Stockholder Matters

     An  established  public trading market for the Units does not exist and the
Fund does not anticipate that a public market will develop. Transfer of Units by
an investor and purchase of Units by the Fund may be accommodated  under certain
terms and conditions. Reference is made to "Transfer and Repurchase of Units" at
pages 84 and 85 of the Prospectus  and to the Amended and Restated  Agreement of
Limited  Partnership,  Article VII,  "Admission  of  Additional  and  Substitute
Limited Partners and  Transferability of a Limited Partner's Interest" set forth
at pages 23 through 25 of Exhibit B to the  Prospectus,  which are  incorporated
herein by reference.
                                                      -4-

<PAGE>

              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


     Item 5.  Market for  Registrant's  Common  Equity and  Related  Stockholder
Matters (continued)

     As of  December  31,  1995,  there  were  1,148  holders  of  Units  of the
registrant,  owning an aggregate of 27,000  units.  In 1995,  the Fund made four
quarterly   distributions  from  operations  totaling  $551,020  and  a  special
distribution from settlement proceeds received in 1994 of $275,511. In 1994, the
Fund made four quarterly  distributions from operations totaling $551,020, and a
special  distribution  of  financing  proceeds  to Class A Limited  Partners  of
$800,000.  In 1993, the Fund made four quarterly  distributions  from operations
totaling  $551,020.  In 1992,  the Fund made four quarterly  distributions  from
operations of $385,818 and $165,202 from working capital  reserves,  aggregating
$551,020. In 1991, the Fund made four quarterly distributions from operations of
$298,989, and $252,031 from working capital reserves, aggregating $551,020.


Item 6.  Selected Financial Data

     Revenues and net earnings  (loss)  information  furnished  below is for the
years ended December 31:
<TABLE>
<CAPTION>

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

Revenues:
<S>                    <C>             <C>             <C>             <C>             <C>
Rental income ......   $  4,644,851    $  4,451,569    $  4,244,572    $  4,012,849    $  3,861,259
Interest income ....         67,677          49,805          57,850          77,481         156,220
Gain on settlement
   of lawsuit ......        299,228            --              --              --              --
Net loss ...........       (116,742)       (411,601)       (497,282)       (718,240)       (993,005)
Net loss per unit ..          (4.24)         (14.94)         (18.05)         (26.07)         (36.04)

Total assets .......     16,786,004      17,842,224      19,656,345      20,591,485      22,196,870

Mortgage loans
   payable .........     20,200,950      20,326,886      20,356,533      20,356,533      20,800,000

Partners'
   capital (deficit)     (3,998,981)     (3,055,708)     (1,293,087)       (244,785)      1,024,475
Cash distributions
   paid per unit ...          30.00           49.63           20.00           20.00           20.00
</TABLE>

     The above selected  financial  data should be read in conjunction  with the
financial  statements and accompanying  notes  incorporated by reference in this
report.


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

Liquidity and Capital Resources

     At  December  31,  1995,  the  Fund  had  a  working  capital  position  of
unrestricted  cash and cash  equivalents of $1,317,137 and accounts  payable and
accrued expenses of $453,493.  Restricted cash represents  amounts retained from
tenants for  security  deposits and totaled  $130,542 at December 31, 1995.  The
working capital balance represents  reserves for future  contingencies that were
established  from mortgage  loan proceeds and are deemed  sufficient to meet the
Fund's liquidity  requirements even under very pessimistic  operating scenarios.
Reserves may be distributed as the General Partners deem appropriate.

     Cash and cash  equivalents  decreased  $290,394  during 1995. This decrease
represents the net effect of $734,773 in cash provided by operating  activities,
$88,700  disbursed for capital  expenditures,  $16,000 in proceeds provided by a
lawsuit  settlement,  $125,936 disbursed as principal payments on first mortgage
debt and distributions to investors of $826,531.

                                                      -5-


<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


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

Liquidity and Capital Resources (continued)

     Distributions to investors  during 1995 included  $551,020 of cash provided
by operating  activities and a special  distribution  of $275,511,  representing
proceeds received from the settlement of a lawsuit regarding polybutelane piping
utilized in the construction of one of the properties.

     In February,  1996 the Fund made a cash  distribution  to its  investors of
$137,755.  This  distribution  was  derived  from  cash  provided  by  operating
activities during the fourth quarter of 1995.

     The  provisions  of the  mortgages  for each of the Fund's four  properties
require  repayment by September 30, 1996 of the outstanding  principal  balances
totaling  approximately  $20 million.  The Fund intends to repay these  balances
with  proceeds  from  mortgage  refinancings.  Currently,  there are no material
commitments for capital  expenditures or other uses of cash,  other than ongoing
debt service and the September 30, 1996 mortgage repayments.

Results of Operations

     Rental income increased 4% and 5% during 1995 and 1994, respectively. These
increases are primarily  attributable to increased  rental rates and reduced use
of  concessions.  In addition,  during 1994, the properties  achieved a slightly
higher overall occupancy level, as compared to the prior year.

     Interest income increased during 1995, due to higher interest rates.  Lower
interest  rates during 1994  resulted in a decrease in interest  income for that
year as compared to 1993.

     During 1995, the Fund recognized  $299,228  representing  proceeds from the
settlement  of  a  lawsuit  regarding   polybutelane   piping  utilized  in  the
construction of one of the properties.

     Total  expenses  increased  $215,523  in  1995,  due  primarily  to  higher
maintenance  and repairs  costs.  During 1995,  the Fund  completed its program,
begun in 1994, of painting each of the properties.  The Park Place and Southland
Station   properties   were  painted  during  the  year  for  a  total  cost  of
approximately $110,000.  Additional maintenance and repairs programs during 1995
included pool resurfacing and landscaping enhancements.

     During 1994, the High Ridge and Hidden Lake  properties  were painted for a
total  cost  of  approximately   $100,000,   contributing  to  the  increase  in
maintenance and repairs expenses for that year as compared to 1993.

     Overall  occupancy  for the Fund's  properties  averaged 94% during 1995, a
slight decrease from 1994's average of 95%. While rental rates were increased at
all four  properties  during  1995,  added  competition  from  new  construction
tempered the  acceptance of these  increases by the market,  as evidenced by the
slightly lower occupancy  levels.  In spite of reduced overall occupancy levels,
the Fund achieved a $193,282 increase in rental income, as compared to the prior
year.  Each  property  achieved  some  level of  increase,  with the High  Ridge
property contributing the largest year to year improvement.

     The High Ridge property,  located in Athens,  Georgia,  achieved an average
occupancy  during the year of 97%, 1% higher than 1994.  However,  rental income
was 6% improved over the prior year,  bolstered by rental rate  increases  which
totaled  $51 on  average  per unit by the end of the year.  These  results  were
achieved  in spite  of the  addition  to  competition  from a newly  constructed
property nearby.

     Occupancy  at the Hidden Lake  property  averaged 96% during 1995, a slight
increase from 1994's average of 95%.  Monthly rents were increased an average of
$24 per unit during the year,  contributing to a 3% increase in rental income as
compared to 1994.


                                                      -6-


<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


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

Results of Operations (continued)

     In-migration to the Spartanburg, South Carolina area continued to provide a
substantial source of new residents for multifamily  communities in that market,
including  the Fund's Park Place  property.  These new  residents  are typically
short term renters with plans to build or buy a new home.  In the interim,  they
are relatively price insensitive,  which has allowed management at Park Place to
increase  rental rates  throughout the year by an average of $26. The short term
nature of these residents' stay, however, causes large fluctuations in occupancy
levels.  While  occupancy  averaged 93% for the year,  consistent  with 1993, it
ranged  from as low as 87% in March to as high as 97% in October.  Overall,  the
property achieved a 5% increase in rental income during the year.

     The Southland Station property, located in Warner Robins, Georgia, achieved
an average  occupancy  during 1995, of 92%, a  substantial  decrease from 1994's
average of 97%.  However,  ongoing  rental rate  increases  throughout  the year
resulted  in an overall  increase  in rental  income of 3%, as compared to 1994.
Long term  prospects for the property  appear very strong,  as the nearby Warner
Robins  Air  Force  Base was  again  excluded  from the  round of base  closures
announced in 1995.  However,  this news had some  negative  short term impact as
some tenants who had been delaying a home  purchase,  decided to move ahead with
their  plans  based on the  promising  long term  outlook  for the  area.  These
moveouts contributed substantially to the drop in occupancy during the year.

     Construction of new apartment  communities has increased in many markets of
the  southeastern  United States.  This new competition has tempered rental rate
increases and slowed previous trends of rental income gains.  Each of the Fund's
four  properties   experienced  heightened  competition  during  1995  from  new
construction.  In some cases, 1996 will present  additional  challenges from new
construction.  Management  intends to meet these challenges in the upcoming year
through their ongoing marketing  programs and commitment to high tenant service.
The properties have been very well maintained since construction,  including the
painting of all four in 1994 and 1995, and are well prepared to compete in their
markets.


Item 8.  Financial Statements and Supplementary Data

     Index to Financial Statements and Financial Statement Schedule

                                     Page(s)
                                                   Herein         Annual Report

Independent Auditors' Report                            11                 5
Balance Sheets                                                             6
Statements of Operations                                                   7
Statements of Partners' Capital (Deficit)                                  8
Statements of Cash Flows                                                   9
Notes to Financial Statements                                          10-14
Financial Statement Schedule
        Schedule III - Real Estate and
        Accumulated Depreciation                        12


     All other  schedules are omitted  because they are not  applicable,  or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.




                                                      -7-


<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


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

     None.




                                                     PART III


Item 10.  Directors and Executive Officers of the Registrant

     The General Partners of the Fund are Brown Equity Income Properties,  Inc.,
the  Administrative  General  Partner,  and John F.  Flournoy,  the  Development
General Partner.  The Fund's principal executive offices are located at 225 East
Redwood Street, Baltimore, Maryland 21202, telephone (410) 727-4083. The General
Partners have primary responsibility for overseeing the performance of those who
contract  with  the  Fund,  as well as  making  decisions  with  respect  to the
financing,  sale and liquidation of the Fund's assets.  The General Partners are
responsible for all reports to and communications with investors and others, all
distributions  and allocations to investors,  the  administration  of the Fund's
business and all filings with the Securities  and Exchange  Commission and other
federal  or state  regulatory  authorities.  The  Fund's  Partnership  Agreement
provides  for the  removal of a General  Partner and the  election of  successor
additional general partners by investors holding a majority of the Units.

     The directors and executive officers of the Fund are as follows:

     The Development General Partner

     John F. Flournoy,  age 55, the Development General Partner, is the majority
shareholder  and Chief  Executive  Officer of Flournoy  Development  Company,  a
Georgia  corporation  that he  organized  in 1967 for the purpose of engaging in
real estate development.  Flournoy  Construction Company, the general contractor
for  the  Properties,  is a  wholly-owned  subsidiary  of  Flournoy  Development
Company.  Mr. Flournoy is also the majority  shareholder of Flournoy Properties,
Inc., the property manager of the properties.

     Mr.  Flournoy is a graduate of the  University of North  Carolina  Business
School. In his various capacities as a principal of Flournoy Development Company
and Flournoy  Construction  Company, he participates  actively in all aspects of
real estate development and construction.

     The Administrative General Partner

     Brown Equity Income Properties,  Inc., the Administrative  General Partner,
is a Maryland  corporation and is wholly owned by Alex.  Brown Realty,  Inc. The
Administrative  General Partner is responsible for administering the business of
the Fund including providing clerical services, investor communications services
and reports,  and for making all reports and filings to regulatory  authorities.
The  Administrative  General Partner is reimbursed for such services to the Fund
on a cost basis.

     The following individuals are the directors and principal officers of Brown
Equity Income Properties, Inc.:

     John M. Prugh,  age 47, has been a Director  and  President  of the General
Partner since 1986 and of Alex.  Brown Realty,  Inc. and Armata  Financial Corp.
since  1984.  Mr.  Prugh  graduated  from  Gettysburg  College in 1970,  and was
designated  a  Certified  Property  Manager  by the  Institute  of  Real  Estate
Management in 1979. He has worked in property  management  for H. G. Smithy Co.,
in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing,  administering,  developing and selling
real estate investment  projects  sponsored by Alex. Brown Realty,  Inc. and its
subsidiaries.
                                                      -8-


<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


Item 10.  Directors and Executive Officers of the Registrant (continued)

     The Administrative General Partner (continued)

     Peter E.  Bancroft,  age 43, has been a Director and Vice  President of the
General  Partner since 1986 and a Senior Vice  President of Alex.  Brown Realty,
Inc. and Armata Financial Corp. since 1983. Mr. Bancroft  graduated from Amherst
College in 1974,  attended  the  University  of  Edinburgh,  and received a J.D.
degree from the University of Virginia  School of Law in 1979.  Prior to joining
Alex.  Brown  Realty,  Inc. in 1983,  Mr.  Bancroft  held legal  positions  with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.

     Terry F. Hall, age 49, has been the Secretary of the General  Partner and a
Vice President and Secretary of, and Legal Counsel for Alex. Brown Realty,  Inc.
since 1989. Mr. Hall graduated from the University of Nebraska- Lincoln in 1968,
and received a J.D.  degree from the  University of  Pennsylvania  Law School in
1973. Prior to joining Alex. Brown Realty,  Inc. in 1986, Mr. Hall was a Partner
at the law  firm  of  Venable,  Baetjer  and  Howard  from  1981 to 1986  and an
associate at the same firm from 1973 to 1981.

     Timothy M. Gisriel,  age 39, has been the Treasurer of the General  Partner
and of Alex.  Brown Realty,  Inc. and Armata  Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty,  Inc. and Armata Financial Corp. from 1984
through 1990. Mr. Gisriel graduated from Loyola College in 1978 and received his
Masters of Business  Administration  degree from the Robert G. Merrick School of
Business,  University of Baltimore. Prior to joining Alex. Brown Realty, Inc. in
1984, Mr. Gisriel was an audit  supervisor in the Baltimore  office of Coopers &
Lybrand. He is a Maryland Certified Public Accountant.

     There is no family  relationship  among the Development  General Partner or
the officers and directors of the Administrative General Partner.


Item 11.  Executive Compensation

     The  Development  General  Partner and the  officers  and  directors of the
Administrative General Partner received no compensation from the Partnership.

     The General Partners are entitled to receive a share of cash  distributions
and a share of  profits  and  losses as  described  in the  Limited  Partnership
Agreement,  Article IV, "Allocation Distributions and Applicable Rules" at pages
12 through 17 of Exhibit B to the Prospectus herein incorporated by reference.

     For a discussion of compensation and fees to which the General Partners are
entitled, see Item 13, Certain Relationships and Related Transactions, herein.


Item 12.   Security Ownership of Certain Beneficial Owners and Management

     No  person  is known to the Fund to own  beneficially  more  than 5% of the
outstanding interests of the Fund.

     The  General  Partners  each  have a 1%  interest  in the  Fund as  General
Partners, but hold no Class A Limited Partnership interest.


Item 13.   Certain Relationships and Related Transactions

     The General Partners and their affiliates have engaged in and are permitted
to engage in transactions  with the Fund as described in "Compensation  and Fees
to the General  Partners  and  Affiliates"  and under the caption  "Transactions
Between the Fund and General Partners and Affiliates" set forth in "Conflicts of
Interest"  at pages 13  through 17 of the  Prospectus,  herein  incorporated  by
reference.

                                                      -9-


<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


Item 13.   Certain Relationships and Related Transactions (continued)

     For a summary of fees paid to the General Partners and their affiliates for
the  three  years  ended   December  31,  1995,   see  Note  5,  "Related  Party
Transactions", in Item 8, Financial Statements and Supplementary Data, herein.




                                                      PART IV


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

     (a)  1.  Financial  Statements:  See  Index  to  Financial  Statements  and
Financial Statement Schedule in Item 8 on Page 7.

     2.  Financial  Statement  Schedule:  See Index to Financial  Statements and
Financial Statement Schedule in Item 8 on Page 7.

     3. Exhibits:  (3, 4) Limited Partnership Agreement on pages 1 through 32 of
Exhibit B to the Fund's  Registration  Statement on Form S-11 (File No. 33-6924)
included herein by reference.

                 (13)     Annual Report for 1995.

         (b) Reports on Form 8-K:   None.

                                                      -10-
<PAGE>



                                           INDEPENDENT AUDITORS' REPORT



The Partners
Brown-Flournoy Equity Income Fund
   Limited Partnership:


Under  date  of  January  16,  1996,  we  reported  on  the  balance  sheets  of
Brown-Flournoy  Equity Income Fund Limited  Partnership  as of December 31, 1995
and 1994, and the related statements of operations,  partners' capital (deficit)
and cash flows for each of the years in the three-year period ended December 31,
1995, as contained in the 1995 Annual Report. These financial statements and our
report thereon are  incorporated  by reference in the Annual Report on Form 10-K
for  1995.  In  connection  with  our  audits  of the  aforementioned  financial
statements,  we also have audited the related  financial  statement  schedule as
listed in the  accompanying  index.  This  financial  statement  schedule is the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on the financial statement schedule based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the basic financial  statements  taken as a whole,  presents  fairly,  in all
material respects, the information set forth therein.





                              KPMG PEAT MARWICK LLP


Baltimore, Maryland
January 16, 1996



                                                       -11-


<PAGE>


BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP
SCHEDULE III.  REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995

<TABLE>
<CAPTION>
           COLUMN A              COLUMN B              C O L U M N   C        COLUMN D             C O L U M N  E

                                                                             COST CAP.
                                                                              SUB. TO   GROSS AMOUNT AT WHICH CARRIED
                                           INITIAL COST TO PARTNERSHIP        ACQUIS.   AT CLOSE OF PERIOD

                                                                    FURN.      FURN.                             FURN.
                                ENCUMBER-                BLDG &     FIX. &     FIX. &                BLDG &      FIX. &
          DESCRIPTION             ANCES        LAND     IMPROVE.    EQUIP.     EQUIP.      LAND     IMPROVE.     EQUIP.      TOTAL


<S>                             <C>            <C>      <C>         <C>          <C>       <C>      <C>           <C>      <C>
SOUTHLAND STATION               $4,862,550     126,553  5,120,677   413,993      43,344    126,553  5,120,677     457,337  5,704,567
WARNER ROBINS, GEORGIA
160 Unit garden apartment
community on approx. 15 acres

PARK PLACE                       5,755,671     582,423  5,555,384   590,632      60,231    582,423  5,555,384     650,863  6,788,670
SPARTANBURG, SOUTH CAROLINA
184 Unit garden apartment
commumity on approx. 14.4 acres

HIDDEN LAKE II                   4,521,708     180,542  4,803,053   496,575      91,339    180,542  4,803,053     587,914  5,571,509
UNION CITY, GEORGIA
160 Unit garden apartment
commumity on approx. 16.2 acres

HIGH RIDGE                       5,061,021     316,432  4,938,629   450,534      55,624    316,432  4,938,629     506,158  5,761,219
ATHENS, GEORGIA
160 Unit garden apartment
commumity on approx. 18 acres

                               $20,200,950   1,205,950 20,417,743 1,951,734     250,538  1,205,950 20,417,743   2,202,272 23,825,965
</TABLE>
<TABLE>
<CAPTION>


(1)                                            1995                             1994                              1993
                                               REAL       ACCUM                 REAL       ACCUM                  REAL       ACCUM
                                              ESTATE      DEPR.                ESTATE      DEPR.                 ESTATE      DEPR.

<S>                                        <C>          <C>                 <C>          <C>                   <C>         <C>
        BALANCE AT BEGINNING OF PERIOD     $23,454,037  7,586,973           $23,683,165  6,567,276             23,650,208  5,546,267
        ADDITIONS                               88,700  1,038,167                54,100  1,019,697                 32,957  1,021,009
        DEDUCTIONS                             283,228                         (283,228)

       BALANCE AT CLOSE OF PERIOD          $23,825,965 $8,625,140           $23,454,037 $7,586,973            $23,683,165 $6,567,276
</TABLE>

     (2)  AGGREGATE  COST FOR  FEDERAL  INCOME TAX  PURPOSES IS  $23,825,965  AT
DECEMBER 31, 1995.

     (3)  SEE  NOTE 5 OF  NOTES  TO THE  FINANCIAL  STATEMENTS  FOR  INFORMATION
CONCERNING TRANSACTIONS WITH AFFILIATES.

     (4)  SEE  NOTE 6 OF  NOTES  TO THE  FINANCIAL  STATEMENTS  FOR  INFORMATION
REGARDING  MORTGAGE LOAN AGREEMENTS,  COLLATERALIZED  BY THE LAND,  BUILDING AND
IMPROVEMENTS.

     (5)  DEDUCTION IS DUE TO  IMPAIRMENT  TO ASSETS  RESULTING  FROM  DEFECTIVE
MATERIALS AND SUBSEQUENT REIMBURSEMENT OF SETTLEMENT PROCEEDS.




             -12-
BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP
SCHEDULE III.  REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995

<TABLE>
<CAPTION>
           COLUMN A              COLUMN F    COLUMN G   COLUMN H   COLUMN I



                                                                  LIFE ON WHICH
                                                                  DEPRECIATION IN
                                                                  LATEST INCOME
                                  ACCUM      DATE OF      DATE    STATEMENT IS
          DESCRIPTION              DEPR       CONST.    ACQUIRED   COMPUTED

<S>                              <C>        <C>           <C>     <C>
SOUTHLAND STATION                2,187,036  1986/1987     1986    Real Prop. - 25 yr S/L
WARNER ROBINS, GEORGIA                                            Pers. Prop. - 10 yr S/L
160 Unit garden apartment
community on approx. 15 acres

PARK PLACE                       2,384,785  1986/1987     1987    Real Prop. - 25 yr S/L
SPARTANBURG, SOUTH CAROLINA                                       Pers. Prop. - 10 yr S/L
184 Unit garden apartment
commumity on approx. 14.4 acres

HIDDEN LAKE II                   2,059,303  1986/1987     1987    Real Prop. - 25 yr S/L
UNION CITY, GEORGIA                                               Pers. Prop. - 10 yr S/L
160 Unit garden apartment
commumity on approx. 16.2 acres

HIGH RIDGE                       1,994,016     1987       1987    Real Prop. - 25 yr S/L
ATHENS, GEORGIA                                                   Pers. Prop. - 10 yr S/L
160 Unit garden apartment
commumity on approx. 18 acres

                                 8,625,140
</TABLE>

             -13-



<PAGE>


              BROWN-FLOURNOY EQUITY INCOME FUND LIMITED PARTNERSHIP


                                                    SIGNATURES

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


                                            BROWN-FLOURNOY EQUITY INCOME FUND
                               LIMITED PARTNERSHIP


DATE:         3/22/96                    BY:             /s/ John F.  Flournoy
                                                     John F. Flournoy
                           Development General Partner



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




DATE:         3/25/96                       BY:             /s/ John M.  Prugh
                                                     John M. Prugh
                             President and Director
                      Brown Equity Income Properties, Inc.
                         Administrative General Partner


DATE:         3/25/96                       BY:            /s/ P.  E.  Bancroft
                                                     Peter E. Bancroft
                           Vice President and Director
                      Brown Equity Income Properties, Inc.
                         Administrative General Partner


DATE:         3/25/96                       BY:           /s/ Terry F.  Hall
                                                     Terry F. Hall
                                                     Secretary
                                            Brown Equity Income Properties, Inc.
                                            Administrative General Partner



DATE:        3/25/96                      BY:           /s/ Timothy M.  Gisriel
                                                     Timothy M. Gisriel
                                                     Treasurer
                                          Brown Equity Income Properties, Inc.
                                               Administrative General Partner





                                                       -14-