SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.   20549



                               FORM 10-Q



              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended March 31, 2002         Commission file #0-16976




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



                Delaware                     36-3507015
      (State of organization)       (IRS Employer Identification No.)



  900 N. Michigan Avenue., Chicago, IL         60611
 (Address of principal executive office)      (Zip Code)




Registrant's telephone number, including area code 312/440-4800




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 a shorter period that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [ X ]   No [   ]



<PAGE>


                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . . .     3


Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations . . . . . . . . . . . . . . . . . . . .    15




PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    18

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    20



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


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

                      CONSOLIDATED BALANCE SHEETS

                 MARCH 31, 2002 AND DECEMBER 31, 2001


                                ASSETS
                                ------

                                          MARCH 31,     DECEMBER 31,
                                            2002           2001
                                         (Unaudited)    (See Note)
                                        -------------   -----------

Cash and cash equivalents . . . . . . . .$ 69,097,885   123,181,440
Restricted cash . . . . . . . . . . . . .   9,832,352    13,347,801
Trade and other accounts receivable
  (net of allowance for doubtful
  accounts of $223,000 at March 31,
  2002 and December 31, 2001) . . . . . .   1,812,159     2,117,129
Real estate inventories . . . . . . . . .  61,222,801    79,515,407
Property and equipment, net . . . . . . .   2,220,131     2,394,580
Investments in and advances to
  joint ventures, net . . . . . . . . . .     397,170       440,292
Amounts due from affiliates, net. . . . .     366,302       363,630
Prepaid expenses and other assets . . . .   5,079,114     6,880,531
Assets held for sale. . . . . . . . . . .  44,588,247    44,698,733
                                         ------------  ------------

          Total assets. . . . . . . . . .$194,616,161   272,939,543
                                         ============  ============



<PAGE>


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

                CONSOLIDATED BALANCE SHEETS (CONTINUED)



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

                                          MARCH 31,     DECEMBER 31,
                                            2002           2001
                                         (Unaudited)    (See Note)
                                        -------------   -----------
Liabilities:
  Accounts payable. . . . . . . . . . . .$ 11,072,342    13,040,320
  Deposits. . . . . . . . . . . . . . . .   9,799,699    15,491,569
  Accrued expenses and other
    liabilities . . . . . . . . . . . . .  11,713,826    13,811,536
  Liabilities related to assets held
    for sale. . . . . . . . . . . . . . .  19,235,210    19,945,606
                                         ------------  ------------

  Commitments and contingencies

          Total liabilities . . . . . . .  51,821,077    62,289,031
                                         ------------  ------------

Partners' capital accounts:
  General Partner and
   Associate Limited Partners:
    Capital contributions . . . . . . . .      20,000        20,000
    Cumulative net income . . . . . . . .  86,446,025    86,226,802
    Cumulative cash distributions . . . . (84,899,882)  (75,922,104)
                                         ------------  ------------
                                            1,566,143    10,324,698
                                         ------------  ------------
  Limited Partners:
    Capital contributions,
      net of offering costs . . . . . . . 364,841,815   364,841,815
    Cumulative net income . . . . . . . . 365,238,163   343,535,036
    Cumulative cash distributions . . . .(588,851,037) (508,051,037)
                                         ------------  ------------
                                          141,228,941   200,325,814
                                         ------------  ------------
          Total partners' capital
            accounts. . . . . . . . . . . 142,795,084   210,650,512
                                         ------------  ------------

          Total liabilities and
            partners' capital . . . . . .$194,616,161   272,939,543
                                         ============  ============


NOTE: The consolidated balance sheet at December 31, 2001 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.


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF OPERATIONS

              THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                              (UNAUDITED)



                                              2002            2001
                                           -----------     ----------
Revenues:
  Housing . . . . . . . . . . . . . . .    $88,606,519     79,469,880
  Homesites . . . . . . . . . . . . . .          --            63,000
  Land and property . . . . . . . . . .        465,292        304,080
  Operating properties. . . . . . . . .          --         1,144,440
  Brokerage and other operations. . . .        577,866        984,840
                                           -----------     ----------
        Total revenues. . . . . . . . .     89,649,677     81,966,240
                                           -----------     ----------
Cost of revenues:
  Housing . . . . . . . . . . . . . . .     64,807,417     59,865,165
  Homesites . . . . . . . . . . . . . .          --            37,457
  Land and property . . . . . . . . . .        554,485         21,848
  Operating properties. . . . . . . . .         11,894      1,100,590
  Brokerage and other operations. . . .        526,796      1,296,362
                                           -----------     ----------
        Total cost of revenues. . . . .     65,900,592     62,321,422
                                           -----------     ----------
Gross operating profit. . . . . . . . .     23,749,085     19,644,818
Selling, general and administrative
  expenses. . . . . . . . . . . . . . .     (3,312,220)    (4,414,484)
                                           -----------     ----------
        Net operating income. . . . . .     20,436,865     15,230,334

Interest income . . . . . . . . . . . .        371,607      1,009,776
Equity in earnings (losses) of
  unconsolidated ventures . . . . . . .        158,500        (54,485)
Interest and real estate taxes,
  net of amounts capitalized. . . . . .        (10,865)        (8,743)
                                           -----------     ----------
        Income from continuing
          operations. . . . . . . . . .     20,956,107     16,176,882

Assets held for sale:
  Income from assets held for sale. . .        966,243        768,804
                                           -----------     ----------

        Net income. . . . . . . . . . .    $21,922,350     16,945,686
                                           ===========     ==========

        Net income per Limited
          Partnership Interest. . . . .    $     53.72          41.53
                                           ===========     ==========

        Cash distributions per
          Limited Partnership
          Interest. . . . . . . . . .      $    200.00         100.00
                                           ===========     ==========






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


<PAGE>


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

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

              THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                              (UNAUDITED)

                                              2002            2001
                                          ------------    -----------

Net income. . . . . . . . . . . . . . .   $ 21,922,350     16,945,686
Charges (credits) to net income not
 requiring (providing) cash:
  Depreciation and amortization . . . .        225,780        823,174
  Equity in earnings of unconsolidated
    ventures. . . . . . . . . . . . . .       (158,500)        54,485
  Provision for doubtful accounts . . .          --            12,581
Changes in:
  Restricted cash . . . . . . . . . . .      3,515,449        809,270
  Trade and other accounts receivable .        304,970        279,784
  Real estate inventories:
    Additions to real estate inventories   (42,127,359)   (59,362,438)
    Cost of sales . . . . . . . . . . .     61,100,089     56,244,105
    Capitalized interest. . . . . . . .       (180,123)      (314,904)
    Capitalized real estate taxes . . .       (500,001)      (755,995)
  Amounts due from affiliates, net. . .         (2,672)       357,717
  Prepaid expenses and other assets . .      1,772,250       (266,802)
  Accounts payable, accrued expenses
    and other liabilities . . . . . . .     (4,065,795)    (2,420,012)
  Deposits and unearned income. . . . .     (5,691,870)    (1,141,706)
  Assets/liabilities related to
    assets held for sale. . . . . . . .       (599,910)     4,794,748
                                          ------------    -----------
          Net cash provided by
            operating activities. . . .     35,514,658     16,059,693
                                          ------------    -----------
Investing activities:
  Additions to property and equipment .        (22,164)       (94,431)
  Proceeds from sales of property
    and equipment . . . . . . . . . . .          --             4,993
  Joint venture distributions . . . . .        201,729         71,890
                                          ------------    -----------
          Net cash provided by
            (used in) investing
            activities. . . . . . . . .        179,565        (17,548)
                                          ------------    -----------
Financing activities:
  Distributions to General Partner and
    Associate Limited Partners. . . . .     (8,977,778)    (4,488,888)
  Distributions to Limited Partners . .    (80,800,000)   (40,400,000)
                                          ------------    -----------
          Net cash used in
            financing activities. . . .    (89,777,778)   (44,888,888)
                                          ------------    -----------
Decrease in Cash and
  cash equivalents. . . . . . . . . . .    (54,083,555)   (28,846,743)
Cash and cash equivalents,
  beginning of period . . . . . . . . .    123,181,440     61,425,686
                                          ------------    -----------
Cash and cash equivalents,
  end of period . . . . . . . . . . . .   $ 69,097,885     32,578,943
                                          ============    ===========



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


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 2002 AND 2001
                              (UNAUDITED)



     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2001,
which are included in the Partnership's 2001 Annual Report on Form 10-K
(File No. 0-16976) filed on April 1, 2002, 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
2001 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
March 31, 2002 and December 31, 2001 and for the three months ended
March 31, 2002 and 2001.  The results of operations for the three month
period ended March 31, 2002 are not necessarily indicative of the results
to be expected for the fiscal year ending December 31, 2002.

     In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets.  SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30,
2001.  SFAS No. 141 also specifies criteria intangible assets acquired in a
purchase method business combination must meet to be recognized and
reported apart from goodwill, noting that any purchase price allocable to
an assembled workforce may not be accounted for separately.  The
requirements of SFAS No. 141 are effective for any business combination
accounted for by the purchase method that is completed after June 30, 2001.

Under SFAS No. 142, goodwill and intangible assets with indefinite useful
lives are no longer amortized, but are reviewed annually, or more
frequently if impairment indicators arise, for impairment.  SFAS No. 142
will also require that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of.  The amortization provisions of SFAS
No. 142 apply to goodwill and intangible assets acquired after June 30,
2001.  With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the amortization provisions of SFAS No. 142 are effective
upon adoption of SFAS No. 142.  Companies are required to adopt SFAS No.
142 in their fiscal year beginning after December 15, 2001 (i.e.,
January 1, 2002 for calendar year companies).  The adoption of SFAS No. 141
and No. 142 did not have a material impact on the Partnership's balance
sheets, results of operations or cash flows.



<PAGE>


     In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.  SFAS No. 144 supersedes SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of.  SFAS No. 144 applies to all long-lived
assets (including discontinued operations) and consequently amends APB
Opinion No. 30, Reporting the Results of Operations, Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions.  SFAS No. 144 develops one
accounting model for long-lived assets that are to be disposed of by sale.
SFAS No. 144 requires that long-lived assets that are to be disposed of by
sale be measured at the lower of book value or fair value less cost to
sell.  Additionally SFAS No. 144 expands the scope of discontinued
operations to include all components of an entity with operations that (1)
can be distinguished from the rest of the entity and (2) will be eliminated
from the ongoing operations of the entity in a disposal transaction.  SFAS
No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years.

     Discontinued Operations

     Effective January 1, 2002, the Company adopted SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets.  Accordingly,
operations of The Shoppes at Town Center and the Weston Hills Country Club,
which meet the criteria for Assets held for sale, have been accounted for
as income from Assets held for sale, and the results of operations for
those entities have been excluded from continuing operations in the
consolidated statements of operations for all periods presented.

     Capitalized Interest and Real Estate Taxes

     Interest, including the amortization of loan fees, of $180,123 and
$314,904 was incurred for the three months ended March 31, 2002 and 2001,
respectively, all of which was capitalized.  Interest payments, including
amounts capitalized, of $179,647 and $221,231 were made during the three
months ended March 31, 2002 and 2001, respectively.  The decrease in
interest incurred and paid during the three month period ending March 31,
2002 as compared to the same period in 2001 is due primarily to the decline
in interest rates throughout 2001.

     Real estate taxes of $510,866 and $764,738 were incurred for the three
months ended March 31, 2002 and 2001, respectively, of which $500,001 and
$755,995 were capitalized, respectively.  Real estate tax payments of
$28,291 and $31,092 were made during the three months ended March 31, 2002
and 2001, respectively.  In addition, real estate tax reimbursements
totaling $98,315 and $56,228 were received from the Partnership's escrow
agent during the three months ended March 31, 2002 and 2001, 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,
other operating properties, or assets held for sale, as these taxes are
included in cost of revenues for those properties.

     Property and Equipment and Other Assets

     Depreciation expense of $196,613 and $662,259 was recorded for the
three months ended March 31, 2002 and 2001, respectively.  Amortization of
other assets, excluding loan fees, of $0 and $98,415 was recorded for the
three months ended March 31, 2002 and 2001, respectively.  Amortization of
loan fees is included in interest expense, of which $29,167 and $62,500 was
recorded for the three months ended March 31, 2002 and 2001, respectively.

     Partnership Distributions

     During April 2002, the Partnership made a distribution of $30,300,000
to its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively.



<PAGE>


     During January 2002, the Partnership made a distribution for 2001 of
$80,800,000 to its Holders of Interests ($200.00 per Interest) and
$8,977,778 to the General Partner and Associate Limited Partners,
collectively.

     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 May 2001, distributions totaling $22,901 (approximately $.06
per Interest), were deemed paid to Holders of Interests all of which was
remitted to the North Carolina tax authorities on their behalf for the 2000
non-resident withholding tax.  Also in May 2001, the General Partner and
Associate Limited Partners, collectively, were entitled to a distribution
of $2,545 on their behalf for the 2000 North Carolina 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.

     Reclassifications

     Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 presentation.

NOTES AND MORTGAGES PAYABLE

     On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility.  The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit facility
which matured on July 31, 2001.  The term loan, which was paid off in
December 2000, and the letter of credit facility were not renewed.  The $20
million revolving line of credit was extended for a fee of $50,000 to
September 30, 2002 with First Union National Bank as the only lender.
There have been no borrowings on the revolving line of credit since it was
extended.

     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 158,000 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 March 31,
2002, the balance outstanding on the loan was approximately $13,905,000.
This amount is included in Liabilities held for sale on the accompanying
consolidated balance sheets.  Interest on the loan (as modified effective
May 31, 2001 and further modified effective December 31, 2001) is payable
based on the relevant LIBOR rate plus 1.8% during the first twenty-five
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 July 1, 2002, the maturity date
for the loan would be extended for eleven months and monthly payments of
principal and interest would be due based upon a 25 year loan amortization
schedule and an assumed interest rate based on the ten-year treasury bond
rate plus 2.5% per annum.  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
commenced in March 2000 and is substantially complete at March 31, 2002.
Effective December 31, 2001, the Partnership was granted an extension from


<PAGE>


January 1, 2002 to July 1, 2002, in order to satisfy certain conditions,
including the lien-free completion of construction of the retail/office
plaza, and obtained an extension of the outside maturity date of the loan
to May 31, 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 prior to July 1, 2002, the
Partnership may seek to extend the loan or may pay off the outstanding
balance from its available cash.  Currently, the fully constructed portion
of the property is approximately 99% 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 three months ended March 31, 2002 was approximately $25,900 all of
which was paid as of May 1, 2002.  The total of such costs for the three
months ended March 31, 2001 was approximately $13,800.  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 $125,600 and $321,600 for the three months ended
March 31, 2002 and 2001, respectively, all of which were paid as of May 1,
2002.

     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 three month period ended March 31,
2002, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $54,800.  At March 31, 2002,
approximately $18,000 was owed to the Partnership, all of which was
received as of May 1, 2002.  For the three month period ended March 31,
2001, the Partnership was entitled to reimbursements of approximately
$30,100.

     For the three month periods ended March 31, 2002 and 2001, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $2,377,000 and $2,842,500, 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 March 31, 2002, the Partnership owed St. Joe/Arvida approximately
$142,300 for services provided pursuant to this agreement, all of which was
paid as of May 1, 2002.  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 three month periods ended March 31,
2002 and 2001, the Partnership was entitled to reimbursement of such costs
totaling approximately $1,692,300 and $1,070,400, respectively, from St.
Joe/Arvida and its affiliates.  Of this amount, approximately $431,500 was
owed to the Partnership at March 31, 2002, all of which was received as of
May 1, 2002.

     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 three month periods ended March 31, 2002 and 2001, the Partnership
was entitled to receive approximately $23,600 and $59,600, respectively,
from these entities, all of which was paid.



<PAGE>


     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 three months ended March 31,
2002 and 2001, the Partnership was entitled to receive approximately
$127,700 and $79,100, respectively.  At March 31, 2002, approximately
$59,500 was unpaid, none of which was received as of May 1, 2002.

     In January 2002, the General Partner and Associate Limited Partners,
collectively, received cash distributions from the Partnership in the
aggregate amount of $8,977,778.  In April 2002, the General Partner and
Associate Limited Partners, collectively, received cash distributions in
the aggregate amount of $3,366,667.  In January 2001, the General Partner
and Associate Limited Partners, collectively, received cash distributions
in the aggregate amount of $4,488,888.

     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.

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 $17,606,400, respectively,
at March 31, 2002.  In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $321,300 at March 31, 2002.

     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.



<PAGE>


     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.

     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
allegedly 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


<PAGE>


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
proceeding.

     In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit.  On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code.  The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.

     The Partnership has not examined all of the buildings nor fully
assessed the alleged merits of the plaintiffs' report based on the limited
survey of nine buildings nor the findings of the Building Department.  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.  Representatives of the Partnership may
discuss with representatives of Condominium No. 8 Maintenance Association,
Inc. issues raised by the Building Department's findings for that
Association's condominium units.  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


<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 at this time 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.





<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 5.5J 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 5.5J(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
liquidation of its remaining assets that is to be completed by October
2002.  However, there is no assurance that all of the remaining assets of
the Partnership can or will be sold or disposed of by October 2002.  Among
the important factors involved in liquidating the Partnership's assets are
the retention of an adequate workforce, maintaining existing relationships
with vendors and tradesmen through completion of construction, and the
marketing and sale of the Weston Hills Country Club and The Shoppes of Town
Center in Weston.  Among other things, financing for prospective purchasers
of recreational properties such as the Weston Hills Country Club and
commercial properties such as The Shoppes of Town Center in Weston
generally may be more difficult to obtain as a result of the events of
September 11, 2001 and continued weakness in the domestic economy.

     At March 31, 2002 and December 31, 2001, the Partnership had
unrestricted Cash and cash equivalents of approximately $69,098,000 and
$123,181,000, 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 both short-term and long-
term 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 April 2002,
the Partnership made a distribution of $30,300,000 to its Holders of
Interests ($75.00 per Interest) and $3,366,667 to the General Partner and
Associate Limited Partners, collectively.  During January 2002, the
Partnership made a distribution for 2001 of $80,800,000 to its Holders of
Interests ($200.00 per Interest) and $8,977,778 to the General Partner and
Associate Limited Partners, collectively.  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
May 2001, distributions totaling $22,901 (approximately $.06 per Interest),
were deemed paid to Holders of Interests all of which was remitted to the
North Carolina tax authorities on their behalf for the 2000 non-resident
withholding tax.  Also in May 2001, the General Partner and Associate
Limited Partners, collectively, were entitled to a distribution of $2,545
on their behalf for the 2000 North Carolina non-resident withholding tax.

     On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility.  The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit facility
which matured on July 31, 2001.  The term loan, which was paid off in
December 2000, and the letter of credit facility were not renewed.  The $20
million revolving line of credit was extended for a fee of $50,000 to
September 30, 2002 with First Union National Bank as the only lender.
There have been no borrowings on the revolving line of credit since it was
extended.



<PAGE>


     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 158,000 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 March 31,
2002, the balance outstanding on the loan was approximately $13,905,000.
This amount is included in Liabilities held for sale on the accompanying
consolidated balance sheets. Interest on the loan (as modified effective
May 31, 2001 and further modified effective December 31, 2001) is payable
based on the relevant LIBOR rate plus 1.8% during the first twenty-five
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 July 1, 2002, the maturity date
for the loan would be extended for eleven months and monthly payments of
principal and interest would be due based upon a 25 year loan amortization
schedule and an assumed interest rate based on the ten-year treasury bond
rate plus 2.5% per annum.  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
commenced in March 2000 and is substantially complete at March 31, 2002.
Effective December 31, 2001, the Partnership was granted an extension from
January 1, 2002, to July 1, 2002, in order to satisfy certain conditions,
including the lien-free completion of construction of the retail/office
plaza, and obtained an extension of the outside maturity date of the loan
to May 31, 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 prior to July 1, 2002, the
Partnership may seek to extend the loan or may pay off the outstanding
balance from its available cash.  Currently, the fully constructed portion
of the property is approximately 99% leased to tenants.

     In February 2002, unsolicited tender offers for Interests were made by
(1) First Commercial Guaranty ("FCG") to purchase up to 14,682
(approximately 3.67%) of the Interests for $150 per Interest, and (2) CMG
Partners, LLC ("CMG") to purchase up to 4.9% of the Interests for $200 per
Interest.  The General Partner, on behalf of the Partnership, determined
that each of the FCG offer and the CMG offer was inadequate and not in the
best interests of the Holders of Interests.  Accordingly, the General
Partner recommended that Holders of Interest reject each such offer and not
tender their Interests pursuant to either offer.  The FCG offer and the CMG
offer were scheduled to expire in March and May 2002, respectively.

RESULTS OF OPERATIONS

     The results of operations for the three months ended March 31, 2002
and 2001, are primarily attributable to the development and sale or
operation of the Partnership's assets.

     For the three months ended March 31, 2002, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 285
housing units and one commercial office building unit.  This compares to
closings in the first quarter of 2001 of 265 housing units and one
homesite.  Outstanding contracts ("backlog") at March 31, 2002, were for
509 housing units.  This compares to a backlog at March 31, 2001 of 1,044
housing units, 6 homesites and approximately two acres of developed land.
As of March 31, 2002, there were only 146 housing units not under contract.

     The Partnership's Communities, other than Weston, have completed
construction.  The Partnership's Weston Community is in its final stage of
development, with an estimated remaining build-out ranging from three to
seven months.  Notwithstanding the estimated duration of the remaining
build-out, the Partnership is currently seeking 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.  However, there is no
assurance that the orderly liquidation and/or the winding up and final
distribution of any residual funds will occur within these time frames.


<PAGE>


     Housing revenues and gross operating profit margins from housing
operations increased for the three month period ended March 31, 2002 as
compared to the same period in 2001, due to an increase in the number of
units closed, 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
Weston Community.  Revenues generated from the closing of units in Weston
account for approximately 100% and 99% of the housing revenues recognized
for the three months ended March 31, 2002 and 2001, respectively.

     The decrease in homesite revenues for the three month period ended
March 31, 2002 as compared to the same period in 2001 is due to the close-
out of the remaining lot inventory in the Partnership's Communities.  The
Partnership's plan for the Weston Community included an increase in its
home building operations, which resulted in a reduced number of lots
available for sale to third party builders.  The Partnership has no
remaining lot inventory to be sold in Weston.

     Land and property revenues for the three months ended March 31, 2002
were generated primarily from the sale of a commercial office building unit
in Weston.  Land and property revenues for the three months ended March 31,
2001 were generated from 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.

     Operating properties represents activity from the Partnership's club
operations, commercial properties and certain other operating assets.
Effective January 1, 2002, the Partnership adopted SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets.  Accordingly,
operations of The Shoppes at Town Center and the Weston Hills Country Club,
which meet the criteria for Assets held for sale, have been accounted for
as income from Assets held for sale, and the results of operations for
those entities have been excluded from continuing operations in the
consolidated statements of operations for all periods presented.  The
income from Assets held for sale increased for the three months ended
March 31, 2002 as compared to the same period in 2001 primarily due to
rental revenues from The Shoppes at Town Center, which began generating
rental income during the third quarter of 2001.  Operating property
revenues and cost of revenues decreased for the three month period ended
March 31, 2002 as compared to the same period in 2001, due to the sale of
the Weston Athletic Club in October 2001.

     The decrease in revenues from brokerage and other operations for the
three months ended March 31, 2002 as compared to the same period in 2001 is
due primarily to a decrease in brokerage commissions earned in Weston
resulting from a reduced number of units closed by third party builders
within the Community, a decrease in fees earned from the Partnership's
mortgage brokerage operations and a decrease in revenue from the
Partnership's property management activities.

     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 months ended March 31, 2002 as compared to
the same period in 2001 due primarily to decreased project administrative
costs resulting from the close out of several of the Partnership's
Communities and the final stage of development of its Weston Community.

     Interest income decreased during the three months ended March 31, 2002
as compared to the same period in 2001 due primarily to the decline in
interest rates throughout 2001.





<PAGE>


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.

     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
barring 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 accruals related to
this matter.



<PAGE>


     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.

     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
allegedly 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
proceeding.

     In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit.  On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code.  The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.



<PAGE>


     The Partnership has not examined all of the buildings nor fully
assessed the alleged merits of the plaintiffs' report based on the limited
survey of nine buildings nor the findings of the Building Department.  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.  Representatives of the Partnership may
discuss with representatives of Condominium No. 8 Maintenance Association,
Inc. issues raised by the Building Department's findings for that
Association's condominium units.  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.

     Other than as described above, the Partnership is not subject to any
material pending legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.



     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

    3.1.    Amended and Restated Agreement of Limited Partnership.*

    3.2.    Assignment Agreement by and among the General Partner, the
            Initial Limited Partner and the Partnership.*

    4.1.    Credit Agreement dated July 31, 1997 between Barnett Bank,
            N.A. and The Other Lenders and Arvida/JMB Partners, L.P. is
            hereby incorporated by reference to the Partnership's Report
            for June 30, 1997 on Form 10-Q (File No. 0-16976) dated
            August 8, 1997, as amended.

    4.2.    Amendment to Credit Agreement dated September 1, 1998 is
            hereby incorporated herein by reference to the Partnership's
            Report for September 30, 1998 on Form 10-Q (File No. 0-16976)
            dated November 11, 1998.

    4.3.    Absolute Assignment of Mortgages and Other Documents for
            $11,250,000 Term Loan Promissory Note, $3,000,000 Line of
            Credit Promissory Note, and $750,000 Demand Note Letter of
            Credit Promissory Note is hereby incorporated herein by
            reference to the Partnership's Report for September 30, 1998
            on Form 10-Q (File No. 0-16976) dated November 11, 1998.

    4.4.    Absolute Assignment of Mortgages and Other Documents for
            $28,125,000 Term Loan Promissory Note, $7,500,000 Line of
            Credit Promissory Note, and $1,875,000 Demand Note Letter of
            Credit Promissory Note is hereby incorporated herein by
            reference to the Partnership's Report for September 30, 1998
            on Form 10-Q (File No. 0-16976) dated November 11, 1998.

    4.5.    Absolute Assignment of Deed to Secure Debt and Other Documents
            is hereby incorporated herein by reference to the
            Partnership's Report for September 30, 1998 on Form 10-Q
            (File No. 0-16976) dated November 11, 1998.

            ------------------------------

            *  Previously filed with the Securities and Exchange
            Commission as Exhibits 3 and 4, respectively, to the
            Partnership's Form 10-K Report (File No. 0-16976) filed on
            March 27, 1990 and incorporated herein by reference.


       (b)   No reports on Form 8-K have been filed during the quarter
             for which this report is filed.


<PAGE>


                              SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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
                      Date: May 13, 2002


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.




                      By:   GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: May 13, 2002