SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549



                              FORM 10-Q/A

                            AMENDMENT NO. 1




                       ARVIDA/JMB PARTNERS, L.P.
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)




Commission File No. 0-16976       IRS Employer Identification
                                       No. 36-3507015




     The undersigned registrant hereby amends the following section of its
Report for the quarter ended September 30, 2001 on Form 10-Q as set forth
in the pages attached hereto:

                     ITEM 1.  FINANCIAL STATEMENTS

                          Pages 3 through 15


           ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                          Pages 16 through 20





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


                      ARVIDA/JMB PARTNERS, L.P.

                      BY:   Arvida/JMB Managers, Inc.
                            (The General Partner)



                            By:   GAILEN J. HULL
                                  Gailen J. Hull, Vice President




Dated:  November 30, 2001


<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


                       ARVIDA/JMB PARTNERS, L.P.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

                      CONSOLIDATED BALANCE SHEETS

               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000


                                ASSETS
                                ------

                                        SEPTEMBER 30,   DECEMBER 31,
                                            2001           2000
                                         (Unaudited)    (See Note)
                                        -------------   -----------

Cash and cash equivalents . . . . . . . .$ 59,151,121    68,979,280
Restricted cash . . . . . . . . . . . . .  20,234,873    23,045,284
Trade and other accounts receivable
  (net of allowance for doubtful
  accounts of $342,151 at September 30,
  2001 and $445,793 at December 31,
  2000) . . . . . . . . . . . . . . . . .   4,045,644     3,963,461
Real estate inventories . . . . . . . . . 121,365,888   129,728,708
Property and equipment, net . . . . . . .  18,637,787    41,620,336
Property held for sale, net . . . . . . .  22,133,377         --
Investments in and advances to
  joint ventures, net . . . . . . . . . .     351,095       415,838
Equity memberships. . . . . . . . . . . .      20,000        20,000
Amounts due from affiliates, net. . . . .     234,853       485,056
Prepaid expenses and other assets . . . .  10,249,934     8,697,427
                                         ------------  ------------

          Total assets. . . . . . . . . .$256,424,572   276,955,390
                                         ============  ============




3<PAGE>


                       ARVIDA/JMB PARTNERS, L.P.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

                CONSOLIDATED BALANCE SHEETS (CONTINUED)



              LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
              ------------------------------------------

                                        SEPTEMBER 30,   DECEMBER 31,
                                            2001           2000
                                         (Unaudited)    (See Note)
                                        -------------   -----------
Liabilities:
  Accounts payable. . . . . . . . . . . .$ 16,605,634    19,024,568
  Deposits. . . . . . . . . . . . . . . .  33,497,820    34,096,243
  Accrued expenses and other
    liabilities . . . . . . . . . . . . .  13,230,660    13,510,444
  Notes and mortgages payable, net. . . .  13,615,085    11,356,785
                                         ------------  ------------

  Commitments and contingencies

          Total liabilities . . . . . . .  76,949,199    77,988,040
                                         ------------  ------------

Partners' capital accounts:
  General Partner and
   Associate Limited Partners:
    Capital contributions . . . . . . . .      20,000        20,000
    Cumulative net income . . . . . . . .  77,497,689    72,754,546
    Cumulative cash distributions . . . . (75,922,105)  (66,938,738)
                                         ------------  ------------
                                            1,595,584     5,835,808
                                         ------------  ------------
  Limited Partners:
    Capital contributions,
      net of offering costs . . . . . . . 364,841,815   364,841,815
    Cumulative net income . . . . . . . . 321,089,011   255,517,863
    Cumulative cash distributions . . . .(508,051,037) (427,228,136)
                                         ------------  ------------
                                          177,879,789   193,131,542
                                         ------------  ------------
          Total partners' capital
            accounts. . . . . . . . . . . 179,475,373   198,967,350
                                         ------------  ------------

          Total liabilities and
            partners' capital . . . . . .$256,424,572   276,955,390
                                         ============  ============


NOTE: The consolidated balance sheet at December 31, 2000 has been derived
from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements.








              The accompanying notes are an integral part
              of these consolidated financial statements.


4<PAGE>


<table>
                                          ARVIDA/JMB PARTNERS, L.P.
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                 (UNAUDITED)

<caption>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                 ---------------------------  --------------------------
                                                      2001           2000          2001          2000
                                                  ------------    ----------   -----------   -----------

                                              <c>             <c>          <c>           <c>
Revenues:
  Housing . . . . . . . . . . . . . . . . . . . . $106,922,406    89,598,153   288,278,315   237,647,949
  Homesites . . . . . . . . . . . . . . . . . . .        --        2,030,727       422,994     3,719,539
  Land and property . . . . . . . . . . . . . . .      816,402       191,575     6,167,461     8,837,577
  Operating properties. . . . . . . . . . . . . .    4,197,827     3,813,088    13,342,773    12,085,165
  Brokerage and other operations. . . . . . . . .    1,036,524       825,224     3,006,600     3,390,701
                                                  ------------   -----------   -----------   -----------
        Total revenues. . . . . . . . . . . . . .  112,973,159    96,458,767   311,218,143   265,680,931
                                                  ------------   -----------   -----------   -----------
Cost of revenues:
  Housing . . . . . . . . . . . . . . . . . . . .   75,131,533    70,496,522   208,060,389   188,953,445
  Homesites . . . . . . . . . . . . . . . . . . .        --        2,000,160       722,463     3,236,542
  Land and property . . . . . . . . . . . . . . .      731,404         --        5,159,830     5,120,597
  Operating properties. . . . . . . . . . . . . .    3,614,390     3,406,569    11,467,187    10,974,047
  Brokerage and other operations. . . . . . . . .      708,050       877,980     2,834,133     3,104,115
                                                  ------------   -----------   -----------   -----------
        Total cost of revenues. . . . . . . . . .   80,185,377    76,781,231   228,244,002   211,388,746
                                                  ------------   -----------   -----------   -----------
Gross operating profit. . . . . . . . . . . . . .   32,787,782    19,677,536    82,974,141    54,292,185
Selling, general and administrative
  expenses. . . . . . . . . . . . . . . . . . . .   (4,063,349)   (4,609,220)  (12,482,723)  (16,102,961)
Asset impairment. . . . . . . . . . . . . . . . .   (2,500,000)        --       (2,500,000)        --
                                                  ------------   -----------   -----------   -----------
        Net operating income. . . . . . . . . . .   26,224,433    15,068,316    67,991,418    38,189,224




5<PAGE>


                                          ARVIDA/JMB PARTNERS, L.P.
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                              CONSOLIDATED STATEMENTS OF OPERATIONS - Continued




                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                         SEPTEMBER 30,               SEPTEMBER 30,
                                                 ---------------------------  --------------------------
                                                      2001           2000          2001          2000
                                                  ------------    ----------   -----------   -----------

Interest income . . . . . . . . . . . . . . . . .      635,435       735,574     2,299,407     2,394,157
Equity in earnings of unconsolidated ventures . .      113,000        84,775        90,146       264,878
Interest and real estate taxes,
  net of amounts capitalized. . . . . . . . . . .      (20,381)     (329,144)      (66,680)   (1,164,750)
                                                  ------------   -----------   -----------   -----------

        Income before extraordinary item. . . . .   26,952,487    15,559,521    70,314,291    39,683,509

Extraordinary item:
  Gain on extinguishment of debt. . . . . . . . .        --            --            --        6,205,044
                                                  ------------   -----------   -----------   -----------

        Net income. . . . . . . . . . . . . . . . $ 26,952,487    15,559,521    70,314,291    45,888,553
                                                  ============   ===========   ===========   ===========

        Income before extraordinary
          item per Limited Partnership
          Interest. . . . . . . . . . . . . . . . $      56.04         18.70        162.30         77.77
        Extraordinary item per
          Limited Partnership Interest. . . . . .        --            --            --            15.20
                                                  ------------   -----------   -----------   -----------
        Net income per Limited Partnership
          Interest. . . . . . . . . . . . . . . . $      56.04         18.70        162.30         92.97
                                                  ============   ===========   ===========   ===========

        Cash distributions per Limited
          Partnership Interest. . . . . . . .     $     100.00         25.00        200.06        144.76
                                                  ============   ===========   ===========   ===========





<fn>
           The accompanying notes are an integral part of these consolidated financial statements.
</table>


6<PAGE>


                       ARVIDA/JMB PARTNERS, L.P.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

             NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)
                                              2001           2000
                                          ------------    ----------
Net income. . . . . . . . . . . . . . . . .$ 70,314,291   45,888,553
Charges (credits) to net income not
 requiring (providing) cash:
  Depreciation and amortization . . . . . .  3,197,411     2,333,365
  Equity in earnings of unconsolidated
    ventures. . . . . . . . . . . . . . . .    (90,146)     (264,878)
  Provision for doubtful accounts . . . . .     38,079       (23,136)
  Extraordinary gain on extinguishment
    of debt . . . . . . . . . . . . . . . .      --       (6,205,044)
  Gain on sale of property and equipment. .      --         (182,703)
  Loss on asset impairment. . . . . . . . .  2,500,000         --
Changes in:
  Restricted cash . . . . . . . . . . . . .  2,810,411   (10,292,589)
  Trade and other accounts receivable . . .   (120,262)   22,182,642
  Real estate inventories:
    Additions to real estate inventories. .(191,355,534)(170,707,075)
    Cost of sales . . . . . . . . . . . . .203,815,609   183,650,926
    Capitalized interest. . . . . . . . . . (1,004,808)   (1,654,189)
    Capitalized real estate taxes . . . . . (2,250,000)   (2,779,348)
  Equity memberships. . . . . . . . . . . .      --        1,667,120
  Amounts due from affiliates, net. . . . .    250,203      (213,654)
  Prepaid expenses and other assets . . . . (2,028,978)   (2,732,390)
  Accounts payable, accrued expenses
    and other liabilities . . . . . . . . . (2,713,063)    2,079,800
  Deposits and unearned income. . . . . . .   (598,423)    8,746,131
                                          ------------   -----------
          Net cash provided by
            operating activities. . . . . . 82,764,790    71,493,531
                                          ------------   -----------
Investing activities:
  Additions to property and equipment . . . (3,549,767)  (12,075,621)
  Additions to property held for sale . . . (1,799,429)        --
  Proceeds from sales of property
    and equipment . . . . . . . . . . . . .    134,981       206,000
  Joint venture distributions . . . . . . .    169,233       279,225
                                          ------------   -----------
          Net cash used in
            investing activities. . . . . . (5,044,982)  (11,590,396)
                                          ------------   -----------
Financing activities:
  Proceeds from notes and mortgages
    payable . . . . . . . . . . . . . . . .  2,258,300     5,926,311
  Payments of notes and mortgages payable .      --      (13,282,500)
  Distributions to General Partner and
    Associate Limited Partners. . . . . . . (8,983,366)  (21,691,766)
  Distributions to Limited Partners . . . .(80,822,901)  (58,479,920)
                                          ------------   -----------
          Net cash used in
            financing activities. . . . . .(87,547,967)  (87,527,875)
                                          ------------   -----------
Decrease in Cash and cash equivalents . . . (9,828,159)  (27,624,740)
Cash and cash equivalents,
  beginning of period . . . . . . . . . . . 68,979,280    71,965,185
                                          ------------   -----------
Cash and cash equivalents, end of period. .$ 59,151,121   44,340,445
                                          ============   ===========

              The accompanying notes are an integral part
              of these consolidated financial statements.


7<PAGE>


                       ARVIDA/JMB PARTNERS, L.P.
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      SEPTEMBER 30, 2001 AND 2000
                              (UNAUDITED)



     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2000,
which are included in the Partnership's 2000 Annual Report on Form 10-K
(File No. 0-16976) filed on March 30, 2001, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements, and which are required by accounting principles
generally accepted in the United States for complete financial statements,
have been omitted from this report.  Capitalized terms used but not defined
in this quarterly report have the same meanings as in the Partnership's
2000 Annual Report.


GENERAL

     In the opinion of the General Partner, all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of
September 30, 2001 and December 31, 2000 and for the three and nine months
ended September 30, 2001 and 2000.  The results of operations for the three
and nine month periods ended September 30, 2001 are not necessarily
indicative of the results to be expected for the fiscal year ending
December 31, 2001.

     Recent Accounting Pronouncements

     In July 2001, the FASB issued Statements of Financial Accounting
Standards No. 141, "Business Combinations", and No. 142, "Goodwill and
Other Intangible Assets". Statement 141 eliminated the use of the pooling-
of-interests method of accounting for business combinations initiated after
June 30, 2001 and is effective for any business combination accounted for
by the purchase method that is completed after June 30, 2001.  Statement
142, which includes the requirements to test goodwill and indefinite lived
intangible assets for impairment rather than amortize them, will be
effective for fiscal years beginning after December 15, 2001.

     In August 2001, the FASB issued Statement No. 143, "Accounting for
Asset Retirement Obligations".  This statement requires entities to record
the fair value of a liability for an asset retirement obligation in the
period in which it is incurred.  This statement is effective for fiscal
years beginning after June 15, 2002, with earlier application encouraged.

     In September 2001, the FASB issued Statement No. 144 on asset
impairment that is applicable to financial statements issued for fiscal
years beginning after December 15, 2001.  The FASB's new rules on asset
impairment supersede FASB Statement No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and
provide a single accounting model for long-lived assets to be disposed of.

     Management does not believe the adoption of these statements will have
a significant impact on the Partnership's financial statements.




8<PAGE>


     Capitalized Interest and Real Estate Taxes

     Interest, including the amortization of loan fees, of $1,004,808 and
$1,654,189 was incurred for the nine months ended September 30, 2001 and
2000, respectively, all of which was capitalized.  Interest payments,
including amounts capitalized, of $707,610 and $1,532,243 were made during
the nine months ended September 30, 2001 and 2000, respectively.  Interest,
including the amortization of loan fees, of $318,079 and $534,649 was
incurred for the three months ended September 30, 2001 and 2000,
respectively, all of which was capitalized.  Interest payments, including
amounts capitalized, of $267,843 and $402,674 were made during the three
months ended September 30, 2001 and 2000, respectively.  The decrease in
interest incurred and paid during the three and nine month periods ending
September 30, 2001 as compared to the same periods in 2000 is due primarily
to the overall decrease in the average amount of debt outstanding during
the periods.

     Real estate taxes of $2,316,680 and $3,944,098 were incurred for the
nine months ended September 30, 2001 and 2000, respectively, of which
$2,250,000 and $2,779,348 were capitalized, respectively.  Real estate tax
payments of $349,794 and $325,847 were made during the nine months ended
September 30, 2001 and 2000, respectively.  In addition, real estate tax
reimbursements totaling $178,912 and $103,732 were received from the
Partnership's escrow agent during the nine months ended September 30, 2001
and 2000, respectively.  Real estate taxes of $1,020,381 and $1,306,700
were incurred for the three months ended September 30, 2001 and 2000,
respectively, of which $1,000,000 and $977,556 were capitalized,
respectively.  Real estate tax payments of $140,747 and $122,391 were made
during the three months ended September 30, 2001 and 2000, respectively.
In addition, real estate tax reimbursements totaling $18,654 and $13,776
were received from the Partnership's escrow agent during the three months
ended September 30, 2001 and 2000, respectively.  The preceding analysis of
real estate taxes does not include real estate taxes incurred or paid with
respect to the Partnership's club facilities and other operating properties
as these taxes are included in cost of revenues for operating properties.

     Property and Equipment and Other Assets

     Depreciation expense of $2,720,940 and $1,794,508 was recorded for the
nine months ended September 30, 2001 and 2000, respectively.  Amortization
of other assets, excluding loan fees, of $293,138 and $330,524 was recorded
for the nine months ended September 30, 2001 and 2000, respectively.
Amortization of loan fees, which is included in interest expense, of which
$183,333 and $208,333 was recorded for the nine months ended September 30,
2001 and 2000, respectively.  Depreciation expense of $908,524 and $630,286
was recorded for the three months ended September 30, 2001 and 2000,
respectively.  Amortization of other assets, excluding loan fees, of
$53,973 and $119,582 was recorded for the three months ended September 30,
2001 and 2000, respectively.  Amortization of loan fees, which is included
in interest expense, of $33,333 and $75,000 was recorded for the three
months ended September 30, 2001 and 2000, respectively.

     In September 2001, the Partnership recorded an asset impairment of
$2.5 million to the carrying value of the Weston Athletic Club (the
"Club").  The loss was recorded based upon the difference between the
carrying value of the Club and its fair value less costs to sell as
determined by an agreement to purchase signed by the Partnership and an
unaffiliated third party purchaser during September 2001.

     The Partnership entered into a contract effective August 2001 to sell
the Weston Hills Country Club (the "Country Club"), a private club that
includes two golf courses and tennis, swimming and dining facilities.
Property held for sale, net at September 30, 2001, consists of the Club and
the Country Club, which are included in Property and equipment, net at
December 31, 2000.  In November 2001 the contract for the sale of the
Country Club was terminated.




9<PAGE>


     Partnership Distributions

     During July 2001, the Partnership made a distribution of $40,400,000
to its Holders of Interests ($100.00 per Interest) and $4,488,888 to the
General Partner and Associate Limited Partners, collectively.

     During April 2001, distributions totaling $22,901 (approximately $.06
per Interest), and $5,589 were deemed paid to Holders of Interests and to
the General Partner and Associate Limited Partners, respectively, which was
remitted to the North Carolina tax authorities on their behalf for the 2000
non-resident withholding tax.

     During January 2001, the Partnership made a distribution for 2000 of
$40,400,000 to its Holders of Interests ($100.00 per Interest) and
$4,488,888 to the General Partner and Associate Limited Partners,
collectively.

     In February 2000, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$13,638,944.  Such amount included approximately $1,259,000 previously
deferred by the General Partner and Associate Limited Partners,
collectively, out of their share of the August 1997 distribution in
connection with the settlement of certain litigation, as well as
approximately $6,306,000 of the total $12,541,500 that had previously been
deferred pursuant to the terms of the Partnership Agreement.  In April and
May 2000, distributions of approximately $23,100 were paid or deemed paid
to the General Partner and Associate Limited Partners, including
approximately $18,900 of net cash flow distributions that had previously
been deferred pursuant to the terms of the Partnership Agreement.  In
August 2000, a distribution of approximately $8,030,000 was made to the
General Partner and Associate Limited Partners which included the remaining
amount of net cash flow distributions that had previously been deferred of
approximately $6,216,600.  Distributions of $48,361,056 and $10,100,000
were made to the Holders of Interests in February 2000 and August 2000,
respectively.  In addition, in April and May 2000, distributions totaling
$18,864 were deemed paid to the Holders of Interests, which was remitted to
the North Carolina tax authorities on their behalf for the 1999 non-
resident withholding tax.

     Reclassifications

     Certain reclassifications have been made to the 2000 financial
statements to conform to the 2001 presentation.

NOTES AND MORTGAGES PAYABLE

     At September 30, 2001, there was no balance outstanding on the
revolving line of credit, and the balance outstanding on the letter of
credit facility was approximately $893,400.  The Partnership paid off the
balance outstanding under its term loan in December 2000, and the revolving
line of credit expired on July 31, 2001.  The Partnership has received a
signed commitment letter from the bank to extend the letter of credit
facility, which was scheduled to expire on July 31, 2001.

     In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,100 net leasable square feet.  The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions.  At
September 30, 2001, the balance outstanding on the loan was $13,615,085.
Interest on the loan (as modified effective May 31, 2001) is payable
monthly based on the relevant LIBOR rate plus 1.8% per annum during the
first nineteen months of the loan.  Thereafter, subject to the satisfaction
of certain conditions, including, among other things, the lien-free
completion of construction of the retail/office plaza by January 1, 2002,
the maturity date for the loan would be extended for seventeen months and
monthly payments of principal and interest would be due on the loan based


10<PAGE>


upon a 25 year loan amortization schedule.  The loan may be prepaid in
whole or in part at anytime, provided that the borrower pays any costs or
expenses of the lender incurred as a result of a prepayment on a date other
than the last day of a LIBOR interest period.  Construction of The Shoppes
of Town Center in Weston commenced in March 2000 and is expected to be
substantially completed in the fourth quarter of 2001.  Effective May 31,
2001, the Partnership was granted an extension from June 1, 2001, to
January 1, 2002, in order to satisfy certain conditions, including the
lien-free completion of construction of the retail/office plaza, and obtain
an extension of the outside maturity date of the loan to June 1, 2003.  The
extension is incorporated in the terms of the loan noted above.  In the
event that the requisite conditions to obtain the outside maturity date are
not satisfied by January 1, 2002, the Partnership may seek to extend the
loan or may pay off the outstanding balance from its available cash.
Currently, the property is approximately 94% pre-leased to tenants.

TRANSACTIONS WITH AFFILIATES

     The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for insurance brokerage and certain other
administrative services to be performed in connection with the
administration of the Partnership and its assets.  The total of such costs
for the nine months ended September 30, 2001 was approximately $276,500,
all of which was paid as of September 30, 2001.  The total of such costs
for the nine months ended September 30, 2000 was approximately $103,100.
In addition, the General Partner and its affiliates are entitled to
reimbursements for salaries and salary-related costs relating to the
administration of the Partnership and the operation of the Partnership's
properties.  Such costs were approximately $578,000 and $604,100 for the
nine months ended September 30, 2001 and 2000, respectively, all of which
were paid as of September 30, 2001.

     The Partnership receives reimbursements from or reimburses other
affiliates of the General Partner engaged in real estate activities for
certain general and administrative costs including, and without limitation,
salaries and salary-related costs relating to work performed by employees
of the Partnership and certain out-of-pocket expenditures incurred on
behalf of such affiliates.  For the nine month period ended September 30,
2001, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $239,100.  At September 30, 2001,
approximately $24,600 was owed to the Partnership, all of which was
received as of October 31, 2001.  For the nine month period ended
September 30, 2000, the Partnership was entitled to reimbursements of
approximately $394,900.

     For the nine month periods ended September 30, 2001 and 2000, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $3,950,000 and $4,138,200, respectively, for
the services provided to the Partnership by St. Joe/Arvida pursuant to a
sub-management agreement for development and management supervisory and
advisory services (and personnel with respect thereto) to the Partnership.
At September 30, 2001, the Partnership owed St. Joe/Arvida approximately
$112,200 for services provided pursuant to this agreement, all of which was
paid as of October 31, 2001.  The Partnership also receives reimbursement
from St. Joe/Arvida and its affiliates for certain general and
administrative costs including, and without limitation, salaries and
salary-related costs relating to work performed by employees of the
Partnership on behalf of St. Joe/Arvida and its affiliates.  For the nine
month periods ended September 30, 2001 and 2000, the Partnership was
entitled to reimbursement of such costs totaling approximately $3,167,000
and $1,341,000, respectively, from St. Joe/Arvida and its affiliates.  Of
this amount, approximately $312,800 was owed to the Partnership at
September 30, 2001, all of which was received as of October 31, 2001.



11<PAGE>


     The Partnership pays for certain general and administrative costs on
behalf of its clubs, homeowner associations and maintenance associations
(including salaries and salary-related costs and legal fees).  The
Partnership receives reimbursements from these entities for such costs.
For the nine month periods ended September 30, 2001 and 2000, the
Partnership was entitled to receive approximately $86,300 and $954,300,
respectively, from these entities, of which approximately $2,400 was unpaid
at September 30, 2001.

     The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its homeowners associations.

Pursuant to these agreements, the Partnership is entitled to receive
management fees for the services provided to these entities.  Due to the
timing of the cash flows generated from these entities' operations, such
fees are typically paid in arrears.  For the nine months ended
September 30, 2001 and 2000, the Partnership was entitled to receive
approximately $266,700 and $377,700, respectively.  At September 30, 2001,
approximately $7,100 was unpaid, none of which was received as of
October 31, 2001.

     All amounts receivable from or payable to the General Partner or its
affiliates do not bear interest and are expected to be paid in future
periods.

EXTRAORDINARY GAIN

     In March 2000, the Partnership closed on the sale of the remaining
lots at The Cullasaja Club Community, as well as its remaining equity
memberships in the Cullasaja Club to the Cullasaja Club, Inc. and Cullasaja
Realty Development, Inc. for a total sales price of approximately $3.0
million.  In addition, indebtedness owed to unaffiliated third party
lenders, as well as related accrued interest, was extinguished in
conjunction with this sale, as the payment of such principal and interest
was contingent upon net cash flows generated from the Cullasaja Community.
Such cash flows were not achieved, and as a result, the Partnership
recorded an extraordinary gain related to the extinguishment of debt and
accrued interest of approximately $6.2 million, as reflected on the
accompanying consolidated statements of operations.  This transaction
resulted in a gain for financial reporting purposes and a loss for Federal
income tax reporting purposes.

COMMITMENTS AND CONTINGENCIES

     As security for performance of certain development obligations, the
Partnership is contingently liable under standby letters of credit and
performance bonds for approximately $893,400 and $17,590,500, respectively,
at September 30, 2001.  In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $311,300 at September 30, 2001.

     The Partnership was named a defendant in a number of homeowner
lawsuits, certain of which purported to be class actions, that allegedly in
part arose out of or related to Hurricane Andrew, which on August 24, 1992
resulted in damage to a former community development known as Country Walk.

The homeowner lawsuits alleged, among other things, that the damage
suffered by the plaintiffs' homes and/or condominiums within Country Walk
was beyond what could have been reasonably expected from the hurricane
and/or was a result of the defendants' alleged defective design,
construction, inspection and/or other improper conduct in connection with
the development, construction and sales of such homes and condominiums,
including alleged building code violations.  The various plaintiffs sought
varying and, in some cases, unspecified amounts of compensatory damages and
other relief.



12<PAGE>


     Several of these lawsuits alleged that the Partnership was liable,
among other reasons, as a result of its own alleged acts of misconduct or
as a result of the Partnership's alleged assumption of Arvida Corporation's
liabilities in connection with the Partnership's purchase of Arvida
Corporation's assets from The Walt Disney Company ("Disney") in 1987, which
included certain assets related to the Country Walk development.  Pursuant
to the agreement to purchase such assets, the Partnership obtained
indemnification by Disney for certain liabilities relating to facts or
circumstances arising or occurring prior to the closing of the
Partnership's purchase of the assets.  Over 80% of the Arvida-built homes
in Country Walk were built prior to the Partnership's ownership of the
Community.  The Partnership has tendered these lawsuits to its various
insurance carriers for defense and coverage.  Where appropriate, the
Partnership also has tendered these lawsuits to Disney for defense and
indemnification in whole or in part pursuant to the Partnership's
indemnification rights.  The Partnership is unable to determine at this
time to what extent damages in these lawsuits, if any, against the
Partnership, as well as the Partnership's cost of investigating and
defending the lawsuits, will ultimately be recoverable by the Partnership
either pursuant to its rights of indemnification by Disney or under
contracts of insurance.

     One of the Partnership's insurance carriers has been funding
settlements of various litigation related to Hurricane Andrew.  In some,
but not all, instances, the insurance carrier has provided the Partnership
with written reservation of rights letters.  The aggregate amount of the
settlements funded to date by this carrier is approximately $10.1 million.
The insurance carrier that funded these settlements pursuant to certain
reservations of rights has stated its position that it has done so pursuant
to various non-waiver agreements.  The carrier's position was that these
non-waiver agreements permitted the carrier to fund settlements without
preventing the carrier from raising insurance coverage issues or waiving
such coverage issues.  On May 23, 1995, the insurance carrier rescinded the
various non-waiver agreements currently in effect regarding the remainder
of the Hurricane Andrew litigation, allegedly without waiving any future
coverage defenses, conditions, limitations, or rights.  For this and other
reasons, the extent to which the insurance carrier may recover any of these
proceeds from the Partnership is uncertain.  Therefore, the accompanying
consolidated financial statements do not reflect any accrual related to
this matter.

     Currently, the Partnership is a defendant in one remaining insurance
subrogation matter.  On or about May 10, 1996, a subrogation claim entitled
Juarez v. Arvida Corporation et al. was filed in the Circuit Court of the
Eleventh Judicial Circuit in and for Dade County.  Plaintiffs filed this
suit for the use and benefit of American Reliance Insurance Company
("American Reliance").  In this suit, plaintiffs seek to recover damages,
pre-and post-judgment interest, costs and any other relief the Court may
deem just and proper in connection with $3,200,000 American Reliance
allegedly paid on specified claims at Country Walk in the wake of Hurricane
Andrew.  Disney is also a defendant in this suit.  The Partnership is
advised that the amount of this claim that allegedly relates to units it
sold is approximately $350,000.  The Partnership is being defended by one
of its insurance carriers.  Due to the uncertainty of the outcome of this
subrogation action, the accompanying consolidated financial statements do
not reflect any accruals related to this matter.



13<PAGE>


     The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight and Nine Maintenance Associates, Inc.,
v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No. 95-
23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida.  The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997.  In the case, plaintiffs
seek damages, attorneys' fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs.  Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings.  In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties.  In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the Community to the residents.  Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership.  The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact, which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings.  On or about April 9, 1999, plaintiffs supplied a budget
estimate for repairs of the alleged defects and damages based on a limited
survey of nine buildings, only, out of a total of 115 buildings.  Based on
this limited survey and assuming that the same alleged defects and damages
show up with the same frequency in the entire 460 building units,
plaintiffs estimate the total repairs to cost approximately $7.0 million.
Plaintiffs have indicated that they may seek to hold the Partnership
responsible for the entire amount of alleged damages owing.  The
Partnership has tendered this matter to Disney pursuant to the
Partnership's indemnification rights and has filed a third-party complaint
against it pursuant to the Partnership's rights of contractual indemnity.
The Partnership has also answered the amended complaint and has filed a
cross-claim against Disney's affiliate, Walt Disney World Company, for
common law indemnity and contribution.  Discovery in this litigation is in
its early stages.  The Partnership has not examined all of the buildings
nor fully assessed the alleged merits of the plaintiffs' report.  The
Partnership is currently being defended by counsel for one of its insurance
carriers.  The Partnership has settled the claims brought in connection
with Lakes of the Meadows Village Homes Condominium No. 8 Maintenance
Association, Inc. for a payment of $155,000 funded by one of the
Partnership's insurance carriers.  The Partnership intends to vigorously
defend itself against the remaining claims made by the other condominium
associations, by, among other things, pursuing its defenses of release.

     In 1994, the Partnership was advised by Merrill Lynch that various
investors sought to compel Merrill Lynch to arbitrate claims brought by
certain investors of the Partnership representing approximately 5% of the
total of approximately 404,000 Interests outstanding.  Merrill Lynch asked
the Partnership and its General Partner to confirm an obligation of the
Partnership and its General Partner to indemnify Merrill Lynch in these
claims against all loss, liability, claim, damage and expense, including
without limitation attorneys' fees and expenses, under the terms of a
certain Agency Agreement dated September 15, 1987 ("Agency Agreement") with
the Partnership relating to the sale of Interests through Merrill Lynch on
behalf of the Partnership.  These claimants sought to arbitrate claims
involving unspecified damages against Merrill Lynch based on Merrill
Lynch's alleged violation of applicable state and/or federal securities
laws and alleged violations of the rules of the National Association of
Securities Dealers, Inc., together with pendent state law claims.  The
Partnership believes that Merrill Lynch has resolved some of these claims
through litigation and otherwise, and that Merrill Lynch may be defending
other claims.  The Agency Agreement generally provides that the Partnership


14<PAGE>


and its General Partner shall indemnify Merrill Lynch against losses
occasioned by any actual or alleged misstatements or omissions of material
facts in the Partnership's offering materials used in connection with the
sale of Interests and suffered by Merrill Lynch in performing its duties
under the Agency Agreement, under certain specified conditions.  The Agency
Agreement also generally provides, under certain conditions, that Merrill
Lynch shall indemnify the Partnership and its General Partner for losses
suffered by the Partnership and occasioned by certain specified conduct by
Merrill Lynch in the course of Merrill Lynch's solicitation of
subscriptions for, and sale of, Interests.  The Partnership is unable to
determine the ultimate investment of investors who have filed arbitration
claims as to which Merrill Lynch might seek indemnification in the future.
At this time, and based upon the information presently available about the
arbitration statements of claims filed by some of these investors, the
Partnership and its General Partner believe that they have meritorious
defenses to demands for indemnification made by Merrill Lynch.  Although
there can be no assurance regarding the outcome of the claims for
indemnification, at this time, based on information presently available
about such arbitration statements of claims, the Partnership and its
General Partner do not believe that the demands for indemnification by
Merrill Lynch will have a material adverse effect on the financial
condition of the Partnership.

     The Partnership is also a defendant in several actions brought against
it arising in the normal course of business.  It is the belief of the
General Partner, based on knowledge of facts and advice of counsel, that
the claims made against the Partnership in such actions will not result in
any material adverse effect on the Partnership's consolidated financial
position or results of operations.

     The Partnership may be responsible for funding certain other ancillary
activities for related entities in the ordinary course of business which
the Partnership does not currently believe will have any material adverse
effect on its consolidated financial position or results of operations.

SUBSEQUENT EVENT

     During October 2001, the Partnership closed on the sale of the Weston
Athletic Club to an unaffiliated third party for a total sales price of
$4.25 million.  The sale generated a loss for both financial reporting and
Federal income tax purposes.  The financial reporting loss of approximately
$2.5 million was recorded as an asset impairment in September 2001.



15<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning the Partnership and its operations.

     Pursuant to Section 5.5 J of the Partnership Agreement, on October 23,
1997, the Board of Directors of the General Partner met and approved a
resolution selecting the option set forth in Section 5.5 J.(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
disposition of its remaining assets that is to be completed by the end of
October 2002.

     At September 30, 2001 and December 31, 2000, the Partnership had
unrestricted Cash and cash equivalents of approximately $59,151,100 and
$68,979,300, respectively.  Cash and cash equivalents are available for
future debt service, working capital requirements and distributions to
partners and Holders of Interests.  The source of future liquidity is
expected to be derived primarily from the sale of housing units, land
parcels and other assets and, to a limited extent, through certain project
financing as discussed below.  During July 2001, the Partnership made a
distribution of $40,400,000 to its Holders of Interests ($100.00 per
Interest) and $4,488,888 to the General Partner and Associate Limited
Partners, collectively.  Also, during January 2001, the Partnership made a
distribution for 2000 totaling approximately $44,888,900, of which
$40,400,000 was distributed to the Holders of Interests ($100.00 per
Interest), and approximately $4,488,900 was distributed to the General
Partner and Associate Limited Partners, collectively.  In addition, during
April 2001, distributions totaling $22,901 (approximately $.06 per
Interest), and $5,589 were paid or deemed paid to Holders of Interests and
to the General Partner and Associate Limited Partners, respectively, which
was remitted to the North Carolina tax authorities on their behalf for the
2000 non-resident withholding tax.

     In accordance with the Partnership Agreement, until the Holders of
Interests received aggregate distributions equal to their Capital
Investments (i.e., $1,000 per Interest), the General Partner and Associate
Limited Partners deferred a portion of their distributions of net cash flow
from the Partnership totaling approximately $12,541,500 through
December 31, 1999.  With the distribution made in February 2000, Holders of
Interests had received aggregate distributions in excess of their Capital
Investments.  In addition, in connection with the settlement of certain
litigation, the General Partner and Associate Limited Partners deferred
approximately $1,259,000 of their share of the August 1997 distribution
which was otherwise distributable to them, and such deferred distribution
amount was used by the Partnership to pay a portion of the legal fees and
expenses in the litigation.  The General Partner and Associate Limited
Partners were entitled to receive such deferred amount after the Holders of
Interests received a specified amount of distributions from the Partnership
after July 1, 1996, the remaining amount of which was received by the
Holders of Interest as part of their distribution in February 2000.  The
distribution made in February 2000 to the General Partner and Associate
Limited Partners included the $1,259,000 amount of their August 1997
distribution that was previously deferred, as well as approximately
$6,306,000 of the approximately $12,541,500 of net cash flow distributions
to the General Partner and Associate Limited Partners previously deferred
pursuant to the terms of the Partnership Agreement.  In April and May 2000,
distributions of approximately $23,100 were paid or deemed to be paid to
the General Partner and Associate Limited Partners, including approximately
$18,900 of net cash flow distributions that had previously been deferred
pursuant to the terms of the Partnership Agreement.  The distribution made
in August 2000 to the General Partner and Associate Limited Partners
included the remaining amount of net cash flow distributions that had been
previously deferred pursuant to the terms of the Partnership Agreement of
approximately $6,212,600.  Distributions of $48,361,056 and $10,100,000
were made to the Holders of Interests in February 2000 and August 2000,


16<PAGE>


respectively.  In addition, in April and May 2000, distributions totaling
$18,864 were deemed paid to the Holders of Interests, which was remitted to
the North Carolina tax authorities on their behalf for the 1999 non-
resident withholding tax.

     At September 30, 2001, there was no balance outstanding under the
revolving line of credit, and the balance outstanding on the letter of
credit facility was approximately $893,400.  The Partnership paid off the
balance outstanding under its term loan in December 2000, and the revolving
line of credit expired on July 31, 2001.  The Partnership has received a
signed commitment letter from the bank to extend the letter of credit
facility, which was scheduled to expire on July 31, 2001.  Interest on the
credit facility was based, at the Partnership's option, on the relevant
LIBOR plus 1.75% per annum or the lender's prime rate.  The Partnership had
interest rate swap agreements in effect with respect to approximately $19.2
million of the term loan.  The interest rate swap agreements fixed the
interest rate under the term loan at 8.02% and 7.84% with respect to
$12,500,000 and $6,666,667, respectively, and amortized in conjunction with
the scheduled loan repayments.  These agreements expired on July 31, 2001.

     In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,100 net leasable square feet.  The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions.  At
September 30, 2001, the balance outstanding on the loan was approximately
$13,615,100.  Interest on the loan (as modified effective May 31, 2001) is
payable monthly based on the relevant LIBOR rate plus 1.8% per annum during
the first nineteen months of the loan.  Thereafter, subject to the
satisfaction of certain conditions, including, among other things, the
lien-free completion of construction of the retail/office plaza by
January 1, 2002, the maturity date for the loan would be extended for
seventeen months and monthly payments of principal and interest would be
due on the loan based upon a 25 year loan amortization schedule.  The loan
may be prepaid in whole or in part at anytime, provided that the borrower
pays any costs or expenses of the lender incurred as a result of a
prepayment on a date other than the last day of a LIBOR interest period.
Construction of The Shoppes of Town Center in Weston commenced in March
2000 and is expected to be substantially completed in the fourth quarter of
2001.  Effective May 31, 2001, the Partnership was granted an extension
from June 1, 2001, to January 1, 2002, in order to satisfy certain
conditions, including the lien-free completion of construction of the
retail/office plaza, and obtain an extension of the outside maturity date
of the loan to June 1, 2003. The extension is incorporated in the terms of
the loan noted above.  In the event that the requisite conditions to obtain
the outside maturity date are not satisfied by January 1, 2002, the
Partnership may seek to extend the loan or may pay off the outstanding
balance from its available cash.  Currently, the property is approximately
94% pre-leased to tenants.

     In September 2001, the Partnership recorded an asset impairment of
$2.5 million to the carrying value of the Weston Athletic Club (the
"Club").  The loss was recorded based upon the difference between the
carrying value of the Club and its fair value less costs to sell as
deermined by an agreement to purchase signed by the Partnership and an
unaffiliated third party purchaser during September 2001.  During October
2001, the Partnership closed on the sale of the Club to the unaffiliated
third party for a total sale price of $4.25 million.

     The Partnership entered into a contract effective August 2001 to sell
the Weston Hills Country Club (the "Country Club"), a private club that
includes two golf courses and tennis, swimming and dining facilities.
Revenues from the Country Club represent approximately 80% and 73% of the
revenues from Operating properties during the three and nine month periods


17<PAGE>


ended September 30, 2001, respectively.  Property held for sale, net at
September 30, 2001, consists of the Club and the Country Club, which are
included in Property and equipment, net at December 31, 2000.  In November
2001 the contract for the sale of the Country Club was terminated.
Financing for purchasers of recreational properties generally may be more
difficult to obtain as a result of the events of September 11, 2001, and
the continued weakness in the domestic economy.

     In March 2000, the Partnership entered into a contract with an
unaffiliated third party builder for the bulk sale of the remaining lot
inventory, consisting of approximately 103 developed and undeveloped lots,
and the sales center at its Water's Edge Community for a sale price of
approximately $3.2 million.  The contract provided for the lots to be
purchased in three phases.  The closing of the first phase of 29 lots was
completed in March 2000 for approximately $0.7 million, and the closing of
the second phase of 51 lots and the sales center was completed in September
2000 for approximately $1.6 million.  These closings are reflected in
Homesite revenues and cost of revenues on the accompanying consolidated
statements of operations for the nine month period ended September 30,
2000.  The closing of the third phase of 23 lots was completed in December
2000 for approximately $0.9 million.  The Partnership recorded a write-down
of its related inventory as of December 31, 1999 to reduce the carrying
value of Water's Edge to its estimated fair value less selling costs at
that date.  Accordingly, these transactions resulted in no gain or loss for
financial reporting purposes and a loss for Federal income tax reporting
purposes in 2000.

     In March 2000, the Partnership closed on the sale of the remaining
lots at The Cullasaja Club Community, as well as its remaining equity
memberships in the Cullasaja Club to the Cullasaja Club, Inc. and Cullasaja
Realty Development, Inc. for a total sales price of approximately $3.0
million.  In addition, indebtedness owed to unaffiliated third party
lenders, as well as related accrued interest, was extinguished in
conjunction with this sale, as the payment of such principal and interest
was contingent upon net cash flows generated from the Cullasaja Community.
Such cash flows were not achieved, and as a result, the Partnership
recorded an extraordinary gain related to the extinguishment of debt and
accrued interest of approximately $6.2 million, as reflected on the
accompanying Consolidated Statements of Operations for the nine month
period ended September 30, 2000.  The sale of the lot inventory and equity
memberships resulted in a gain for financial reporting purposes and a loss
for Federal income tax reporting purposes and is reflected in land and
property operations for the nine months ended September 30, 2000 on the
accompanying statements of operations.

     In August 2001, CMG Partners, LLC ("CMG") amended its unsolicited
offer to purchase up to 4.9% (approximately 19,800) of the Interests to
increase its purchase price (after making an adjustment for the
distribution of $100 per Interest made by the Partnership in July 2001) to
$200 per Interest and to extend the period of the offer.  The General
Partner, on behalf of the Partnership, determined that CMG's amended offer
was inadequate and not in the best interest of Holders of Interests.
Accordingly, the General Partner recommended that Holders of Interests not
accept CMG's amended offer and not tender their Interests to CMG.  CMG's
amended offer is scheduled to expire on November 15, 2001 unless terminated
sooner by CMG.


RESULTS OF OPERATIONS

     The results of operations for the three and nine months ended
September 30, 2001 and 2000, are primarily attributable to the development
and sale or operation of the Partnership's assets.

     For the three months ended September 30, 2001, the Partnership
(including its consolidated and unconsolidated ventures) closed on the sale
of 342 housing units, and four commercial office building units.  This
compares to closings in the third quarter of 2000 of 382 housing units, and
58 homesites.  Outstanding contracts ("backlog") at September 30, 2001,


18<PAGE>


were for 1,124 housing units and for the sales of the Weston Athletic Club
and Weston Hills Country Club.  This compares to a backlog at September 30,
2000 of 1,131 housing units, 50 homesites and approximately seven acres of
developed land.

     The Partnership's remaining Communities are in their final stages of
development, with estimated remaining build-outs ranging from one to two
years.  Notwithstanding the estimated duration of the build-outs, the
Partnership currently expects to complete an orderly liquidation of its
remaining assets by October 2002 with a winding up and final distribution
of any residual funds in 2004.  The sale of approximately 1,200 housing
units (including those represented by the backlog at September 30, 2001)
remain to be closed in order to complete the build-out of the Weston
Community.

     Housing revenues and gross operating profit margins from housing
operations increased for the three and nine month periods ended September
30, 2001 as compared to the same periods in 2000 despite decreased
closings, due to a change in the mix of product sold and an increase in the
average price of units closed in the Partnership's Weston Community.  If
current sales trends continue, the Partnership expects an increase in the
average price of units closed with a corresponding increase in the gross
operating profit margin for housing operations through the close-out of the
Community.  Revenues generated from the closing of units in Weston account
for approximately 99% of the housing revenues recognized for the three and
nine months ended September 30, 2001, respectively.  Revenues generated
from the closing of units in Weston account for approximately 94% and 95%
of the housing revenues recognized for the three and nine months ended
September 30, 2000, respectively.

     The decrease in homesite revenues for the nine month period ended
September 30, 2001 as compared to the same period in 2000 is due to the
bulk sale of the remaining lots in the Partnership's Waters Edge Community
during March and September 2000, as well as the close out of the remaining
lot inventory in the Partnership's River Hills Community in April 2001.  No
additional lot inventory remains to be sold in any of the Partnership's
Communities.  The decrease in the gross operating profit margin for
homesites for the nine months ended September 30, 2001 as compared to the
same period in 2000 is due primarily to additional general development
costs.

     Land and property revenues for the nine months ended September 30,
2001 were generated primarily from the sales of two commercial office
buildings and several commercial office building units in Weston, and the
recognition of profits from land sales closed in prior years which had been
deferred until the accounting criteria for profit recognition had been met.

Land and property revenues for the nine months ended September 30, 2000
were generated primarily from the sales of the remaining lots and equity
memberships at The Cullasaja Club Community, a commercial office building
in Boca Raton, Florida, and several commercial office building units in
Weston.

     The increase in revenues from Operating properties for the three and
nine month period ended September 30, 2001 as compared to the same periods
in 2000 is due primarily to increased membership dues and fees at the
Weston Hills Country Club.

     Brokerage and other operations revenues increased for the three month
period ended September 30, 2001 as compared to the same period in 2000 due
to commissions earned from the sales of four commercial office building
units in Weston.  Brokerage and other operations revenues decreased for the
nine month period ended September 30, 2001 as compared to the same period
in 2000 due primarily to a decrease in brokerage commissions earned in
Weston resulting from a decrease in the number of units closed by third
party builders within the Community.



19<PAGE>


     Selling, general and administrative expenses include all marketing
costs, with the exception of those costs capitalized in conjunction with
the construction of housing units, as well as project and general
administrative costs.  These expenses are net of the marketing fees
received from third party builders.  Selling, general and administrative
expenses decreased for the three and nine months ended September 30, 2001
as compared to the same periods in 2000 due primarily to decreased project
administrative costs resulting from the close out of several of the
Partnership's Communities and the late stage of development of its
remaining Communities.

     As the Partnership undertakes development of the final phases of its
remaining Communities, a larger portion of real estate taxes and interest
expense incurred have become eligible for capitalization and there has been
a reduction of the overall amount of real estate taxes assessed and
interest expense incurred.  These are the causes for the decrease in
interest and real estate taxes, net of amounts capitalized, on the
accompanying consolidated statements of operations for the three and nine
months ended September 30, 2001 as compared to the same periods in 2000.



PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     The Partnership was named a defendant in a number of homeowner
lawsuits, certain of which purported to be class actions, that allegedly in
part arose out of or related to Hurricane Andrew, which on August 24, 1992
resulted in damage to a former community development known as Country Walk.

The homeowner lawsuits alleged, among other things, that the damage
suffered by the plaintiffs' homes and/or condominiums within Country Walk
was beyond what could have been reasonably expected from the hurricane
and/or was a result of the defendants' alleged defective design,
construction, inspection and/or other improper conduct in connection with
the development, construction and sales of such homes and condominiums,
including alleged building code violations.  The various plaintiffs sought
varying and, in some cases, unspecified amounts of compensatory damages and
other relief.

     Several of these lawsuits alleged that the Partnership was liable,
among other reasons, as a result of its own alleged acts of misconduct or
as a result of the Partnership's alleged assumption of Arvida Corporation's
liabilities in connection with the Partnership's purchase of Arvida
Corporation's assets from The Walt Disney Company ("Disney") in 1987, which
included certain assets related to the Country Walk development.  Pursuant
to the agreement to purchase such assets, the Partnership obtained
indemnification by Disney for certain liabilities relating to facts or
circumstances arising or occurring prior to the closing of the
Partnership's purchase of the assets.  Over 80% of the Arvida-built homes
in Country Walk were built prior to the Partnership's ownership of the
Community.  The Partnership has tendered these lawsuits to its various
insurance carriers for defense and coverage.  Where appropriate, the
Partnership also has tendered these lawsuits to Disney for defense and
indemnification in whole or in part pursuant to the Partnership's
indemnification rights.  The Partnership is unable to determine at this
time to what extent damages in these lawsuits, if any, against the
Partnership, as well as the Partnership's cost of investigating and
defending the lawsuits, will ultimately be recoverable by the Partnership
either pursuant to its rights of indemnification by Disney or under
contracts of insurance.



20<PAGE>