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 
September 30, 1998                           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 . . . . . . . . . . . . . . . . . . . .    24




PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    31

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    34



<PAGE>


<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

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

                                         CONSOLIDATED BALANCE SHEETS

                                  SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

                                                 (UNAUDITED)

                                                   ASSETS
                                                   ------

<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1998            1997     
                                                                           -------------    ----------- 
<S>                                                                        <C>             <C>          
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .     $ 33,611,102     79,411,195 
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .       15,491,627     12,444,016 
Trade and other accounts receivable (net of allowance for doubtful 
  accounts of $1,210,935 at September 30, 1998 and $692,940 at 
  December 31, 1997). . . . . . . . . . . . . . . . . . . . . . . . . .       51,912,209     14,062,505 
Mortgages receivable, net . . . . . . . . . . . . . . . . . . . . . . .            4,595        384,445 
Real estate inventories . . . . . . . . . . . . . . . . . . . . . . . .      166,087,554    163,423,873 
Property and equipment held for disposition or sale . . . . . . . . . .        7,717,749      6,484,713 
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . .       34,018,769     35,279,528 
Investments in and advances to joint ventures, net. . . . . . . . . . .        1,198,697      2,151,694 
Equity memberships. . . . . . . . . . . . . . . . . . . . . . . . . . .        2,006,573      4,180,733 
Amounts due from affiliates, net. . . . . . . . . . . . . . . . . . . .          886,124        665,134 
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . .        7,846,474      8,135,020 
                                                                            ------------   ------------ 

          Total assets. . . . . . . . . . . . . . . . . . . . . . . . .     $320,781,473    326,622,856 
                                                                            ============   ============ 



<PAGE>


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

                                   CONSOLIDATED BALANCE SHEETS (CONTINUED)

(UNAUDITED)

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

                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                               1998            1997     
                                                                           -------------    ----------- 
Liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 20,375,807     16,260,574 
  Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       37,438,160     21,930,275 
  Accrued expenses and other liabilities. . . . . . . . . . . . . . . .       17,996,080     13,057,290 
  Notes and mortgages payable, net. . . . . . . . . . . . . . . . . . .       66,318,334     78,136,007 
                                                                            ------------   ------------ 
  Commitments and contingencies 

          Total liabilities . . . . . . . . . . . . . . . . . . . . . .      142,128,381    129,384,146 
                                                                            ------------   ------------ 

Partners' capital accounts:
  General Partner and Associate Limited Partners:
    Capital contributions . . . . . . . . . . . . . . . . . . . . . . .           20,000         20,000 
    Cumulative net income . . . . . . . . . . . . . . . . . . . . . . .       42,573,751     39,766,027 
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .      (41,315,974)   (38,508,251)
                                                                            ------------   ------------ 
                                                                               1,277,777      1,277,776 
                                                                            ------------   ------------ 
  Limited Partners:
    Capital contributions, net of offering costs. . . . . . . . . . . .      364,841,815    364,841,815 
    Cumulative net income . . . . . . . . . . . . . . . . . . . . . . .      110,551,071     78,613,984 
    Cumulative cash distributions . . . . . . . . . . . . . . . . . . .     (298,017,571)  (247,494,865)
                                                                            ------------   ------------ 
                                                                             177,375,315    195,960,934 
                                                                            ------------   ------------ 
          Total partners' capital accounts. . . . . . . . . . . . . . .      178,653,092    197,238,710 
                                                                            ------------   ------------ 

          Total liabilities and partners' capital . . . . . . . . . . .     $320,781,473    326,622,856 
                                                                            ============   ============ 


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


<PAGE>


<TABLE>
                                          ARVIDA/JMB PARTNERS, L.P.
                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                 (UNAUDITED)

<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                        SEPTEMBER 30                 SEPTEMBER 30        
                                                  --------------------------  -------------------------- 
                                                       1998          1997          1998          1997    
                                                   -----------    ----------   -----------    ---------- 
<S>                                               <C>            <C>          <C>            <C>         
Revenues:
  Housing . . . . . . . . . . . . . . . . . . . .  $53,110,915    56,850,265   152,689,387   134,740,429 
  Homesites . . . . . . . . . . . . . . . . . . .    4,570,600     6,109,836     9,491,598    14,841,540 
  Land and property . . . . . . . . . . . . . . .    9,039,152       633,940    25,135,478     3,914,289 
  Operating properties. . . . . . . . . . . . . .    4,801,538     7,509,103    15,295,804    24,289,366 
  Brokerage and other operations. . . . . . . . .    8,096,875     7,085,481    22,227,882    18,774,739 
                                                   -----------   -----------   -----------   ----------- 
        Total revenues. . . . . . . . . . . . . .   79,619,080    78,188,625   224,840,149   196,560,363 
                                                   -----------   -----------   -----------   ----------- 
Cost of revenues:
  Housing . . . . . . . . . . . . . . . . . . . .   44,021,504    47,964,413   122,806,287   115,347,052 
  Homesites . . . . . . . . . . . . . . . . . . .    3,027,011     3,835,008     6,200,410     9,049,395 
  Land and property . . . . . . . . . . . . . . .    6,823,150       507,056    14,935,486     3,034,835 
  Operating properties. . . . . . . . . . . . . .    4,316,313     6,178,530    13,648,695    20,118,274 
  Brokerage and other operations. . . . . . . . .    6,887,423     5,828,873    19,694,190    17,005,323 
                                                   -----------   -----------   -----------   ----------- 
        Total cost of revenues. . . . . . . . . .   65,075,401    64,313,880   177,285,068   164,554,879 
                                                   -----------   -----------   -----------   ----------- 
Gross operating profit. . . . . . . . . . . . . .   14,543,679    13,874,745    47,555,081    32,005,484 
Selling, general and administrative expenses. . .   (4,716,514)   (5,044,291)  (13,063,886)  (17,243,606)
                                                   -----------   -----------   -----------   ----------- 
        Net operating income. . . . . . . . . . .    9,827,165     8,830,454    34,491,195    14,761,878 

Interest income . . . . . . . . . . . . . . . . .      923,626       500,338     2,690,942     1,531,724 
Equity in earnings (losses) of unconsolidated 
  ventures. . . . . . . . . . . . . . . . . . . .      (24,776)       53,692       199,326        73,497 
Interest and real estate taxes, net . . . . . . .     (841,815)   (1,640,154)   (2,636,652)   (3,612,204)
                                                   -----------   -----------   -----------   ----------- 


<PAGE>


                                          ARVIDA/JMB PARTNERS, L.P.

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                        SEPTEMBER 30                 SEPTEMBER 30        
                                                  --------------------------  -------------------------- 
                                                       1998          1997          1998          1997    
                                                   -----------    ----------   -----------    ---------- 

        Net income. . . . . . . . . . . . . . . .  $ 9,884,200     7,744,330    34,744,811    12,754,895 
                                                   ===========   ===========   ===========   =========== 

        Net income per Limited 
          Partnership Interest. . . . . . . . . .  $     21.51         12.56         79.05         21.63 
                                                   ===========   ===========   ===========   =========== 

        Cash distributions per 
          Limited Partnership 
          Interest. . . . . . . . . . . . . . . .  $     50.00        175.00        125.06        235.04 
                                                   ===========   ===========   ===========   =========== 

























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


<PAGE>


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

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1998             1997    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 34,744,811      12,754,895 
Charges (credits) to net income not requiring (providing) cash:
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .     2,694,269       2,974,154 
  Equity in earnings of unconsolidated ventures . . . . . . . . . . . . . .      (199,326)        (73,496)
  Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . .        (3,027)         49,719 
  Loss on disposition of property and equipment . . . . . . . . . . . . . .         4,992           2,814 
  Gain on disposition of joint venture interest . . . . . . . . . . . . . .      (450,546)          --    
Changes in:
  Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (3,047,611)     (3,680,070)
  Trade and other accounts receivable . . . . . . . . . . . . . . . . . . .   (37,846,677)     (5,391,883)
  Real estate inventories:
    Additions to real estate inventories. . . . . . . . . . . . . . . . . .  (130,182,445)   (122,775,973)
    Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   135,012,376     118,811,464 
    Capitalized interest. . . . . . . . . . . . . . . . . . . . . . . . . .    (4,774,839)     (2,517,104)
    Capitalized real estate taxes . . . . . . . . . . . . . . . . . . . . .    (2,868,587)     (2,798,971)
  Equity memberships. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,174,160         571,859 
  Amounts due from affiliates, net. . . . . . . . . . . . . . . . . . . . .      (220,990)       (343,595)
  Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . .      (194,199)     (3,817,916)
  Accounts payable, accrued expenses and other liabilities. . . . . . . . .     8,944,211         574,304 
  Deposits and unearned income. . . . . . . . . . . . . . . . . . . . . . .    15,507,885       7,558,908 
                                                                             ------------     ----------- 

          Net cash provided by operating activities . . . . . . . . . . . .    19,294,457       1,899,109 
                                                                             ------------     ----------- 


<PAGE>


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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



                                                                                 1998             1997    
                                                                             ------------     ----------- 
Cash flows from investing activities:
  Mortgages receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .       379,850         827,236 
  Acquisitions of property and equipment. . . . . . . . . . . . . . . . . .    (2,192,008)     (2,857,482)
  Proceeds from disposals of property and equipment . . . . . . . . . . . .         3,215           2,739 
  Joint venture distributions (contributions), net. . . . . . . . . . . . .       191,519         249,699 
  Payments from (advances to) joint ventures. . . . . . . . . . . . . . . .         --                (12)
  Proceeds from sale of joint venture interest. . . . . . . . . . . . . . .     1,670,976           --    
                                                                             ------------     ----------- 
          Net cash provided by (used in) investing activities . . . . . . .        53,552      (1,777,820)
                                                                             ------------     ----------- 
Cash flows from financing activities:
  Proceeds from notes and mortgages payable . . . . . . . . . . . . . . . .    10,861,501      86,580,797 
  Payments of notes and mortgages payable . . . . . . . . . . . . . . . . .   (22,679,174)    (25,749,070)
  Distributions to General Partner and Associate Limited Partners . . . . .    (2,807,742)     (4,015,966)
  Distributions to Limited Partners . . . . . . . . . . . . . . . . . . . .   (50,522,687)    (94,955,457)
                                                                             ------------     ----------- 
          Net cash used in financing activities . . . . . . . . . . . . . .   (65,148,102)    (38,139,696)
                                                                             ------------     ----------- 
Decrease in Cash and cash equivalents . . . . . . . . . . . . . . . . . . .   (45,800,093)    (38,018,407)

Cash and cash equivalents, beginning of year. . . . . . . . . . . . . . . .    79,411,195      53,635,737 
                                                                             ------------     ----------- 
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . . . .  $ 33,611,102      15,617,330 
                                                                             ============     =========== 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest, net of amounts capitalized . .  $    210,072         799,794 
                                                                             ============     =========== 
  Non-cash investing and financing activities . . . . . . . . . . . . . . .  $      --              --    
                                                                             ============     =========== 









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


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

                      SEPTEMBER 30, 1998 AND 1997

                              (UNAUDITED)


     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997,
which are included in the Partnership's 1997 Annual Report on Form 10-K
(File No. 0-16976) filed on March 31, 1998, as certain footnote disclosures
which would substantially duplicate those contained in such audited
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 1997 Annual Report.

GENERAL

     Capitalized Interest and Real Estate Taxes

     Interest, including the amortization of loan fees, of $4,774,839 and
$2,874,645 was incurred for the nine months ended September 30, 1998 and
1997, respectively, of which $4,774,839 and $2,517,104 was capitalized,
respectively.  Interest payments, including amounts capitalized, of
$4,984,911 and $3,316,898 were made during the nine months ended
September 30, 1998 and 1997, respectively.  Interest, including the
amortization of loan fees, of $1,565,027 and $1,558,878 was incurred for
the three months ended September 30, 1998 and 1997, respectively, of which
$1,565,027 and $1,201,337 was capitalized, respectively.  Interest
payments, including amounts capitalized of $1,550,078 and $2,041,607 were
made during the three months ended September 30, 1998 and 1997,
respectively.  The increase in interest incurred and paid during the nine
months ended September 30, 1998 as compared to the same period in 1997 is
due to an increase in the amount of debt outstanding during the period as
the Partnership obtained a new credit facility on July 31, 1997.  This
facility is discussed in detail in the "Notes and Mortgages Payable"
section of the Notes.

     Real estate taxes of $5,505,239 and $6,053,634 were incurred for the
nine months ended September 30, 1998 and 1997, respectively, of which
$2,868,587 and $2,798,971 were capitalized, respectively.  Real estate tax
payments of $379,910 and $579,935 were made during the nine months ended
September 30, 1998 and 1997, respectively.  In addition, real estate tax
reimbursements totaling $280,634 and $244,706 were received from the
Partnership's escrow agent during the nine months ended September 30, 1998
and 1997, respectively.  Real estate taxes of $1,910,820 and $2,202,929
were incurred for the three months ended September 30, 1998 and 1997,
respectively, of which $1,069,005 and $920,316 were capitalized,
respectively.  Real estate tax payments of $190,233 and $257,622 were made
during the three months ended September 30, 1998 and 1997, respectively. 
In addition, real estate tax reimbursements totaling $13,528 and $0, were
received from the Partnership's escrow agent during the three months ended
September 30, 1998 and 1997, 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 $2,211,524 and $2,593,228 was incurred for the
nine months ended September 30, 1998 and 1997, respectively.  The decrease
in depreciation expense for the nine months ended September 30, 1998 as
compared to the same period in 1997 resulted from the Partnership
discontinuing the recording of depreciation on its assets held for disposal


<PAGE>


in the first quarter of 1997, in accordance with FASB Statement No. 121. 
Amortization of other assets, excluding loan fees, of $295,245 and $212,466
was incurred for the nine months ended September 30, 1998 and 1997,
respectively.  Amortization of loan fees, which is included in interest
expense, of $187,500 and $168,460 was incurred for the nine months ended
September 30, 1998 and 1997, respectively.  Depreciation expense of
$749,288 and $752,083 was incurred for the three months ended September 30,
1998 and 1997, respectively.  Amortization of other assets, excluding loan
fees, of $98,415 and $130,698 was incurred for the three months ended
September 30, 1998 and 1997, respectively.  Amortization of loan fees,
which is included in interest expense, of $62,500 and $60,402 was incurred
for the three months ended September 30, 1998 and 1997, respectively.

     Partnership Distributions

     During September 1998, the Partnership made a distribution for 1998 of
$20,200,000 to its Holders of Interests ($50.00 per Interest) and
$1,122,209 to the General Partner and Associate Limited Partners,
collectively.  During February 1998, the Partnership made a distribution
for 1997 of $30,300,000 to its Holders of Interests ($75.00 per Interest)
and $1,683,313 to the General Partner and Associate Limited Partners,
collectively.  These distributions are the primary cause for the decrease
in Cash and cash equivalents at September 30, 1998 as compared to
December 31, 1997.  In addition, during 1998 distributions totaling $22,706
(approximately $.06 per Interest) were deemed to be paid to the Holders of
Interests, as they were remitted to North Carolina tax authorities on their
behalf for the 1997 non-resident withholding tax.  Distributions totaling
$2,201 were also deemed to be made during 1998 to the General Partner and
Associate Limited Partners, collectively, as such amount was remitted to
the North Carolina tax authorities on their behalf.

     Year 2000

     The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define a year.  Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the Year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, a temporary inability to process
transactions or engage in other normal business activities.

     The Partnership has organized a team to review and prepare its
computer systems for the Year 2000 compliancy.  This team has completed an
internal assessment of its information system technology and determined a
need to upgrade portions of the Partnership's hardware and software so that
its computer systems would function properly with respect to dates in the
Year 2000 and thereafter.  The software upgrade was initiated in October
1997 and completed in May 1998 at an approximate cost of $110,000.  A plan
has been developed to review and upgrade the Partnership's computer
hardware including its file servers and personal computers, which is
currently estimated to cost approximately $300,000.  This estimate includes
the cost of testing the upgraded computer systems and replacing equipment
which is not Year 2000 compliant.  The Partnership has commenced its
implementation of the hardware upgrade, which is expected to be completed
in the first quarter of 1999.  The Partnership began testing its computer
systems in November 1998 to determine compliance with the Year 2000.  Such
testing is estimated to take approximately four weeks.  At the conclusion
of the Year 2000 testing, the Partnership will determine if it is necessary
to develop a contingency plan for any application which is not Year 2000
compliant.



<PAGE>


     In addition, all third party software vendors who exchange digital
information with the Partnership have been identified and contacted
regarding their Year 2000 compliancy.  The Partnership has received either
oral or written responses from these vendors, all of which are in various
stages of addressing the Year 2000 issues.  Certain of these software
applications are not deemed critical to the operations of the Partnership. 
The Partnership's financial, human resource and payroll applications are
classified as Year 2000 compliant by their respective software vendors, but
have not yet been tested by the Partnership.  A test of their compliancy,
as well as that of certain of the Partnership's internally developed
software packages, will be included in the overall system testing scheduled
for the fourth quarter of 1998.  The financial, human resource and payroll
application systems are supported by two major software vendors.  In the
event the Partnership's system testing reveals that these systems are not
Year 2000 compliant, the Partnership has access to all computer source
codes for all business applications and currently believes it has the
ability to make the necessary changes through the use of internal resources
as well as utilizing third party consultants.  However, the Partnership
does not have an estimate of the length of time which could potentially be
required to make these changes, nor an estimate of the costs involved to
make such changes.

     The Partnership's general brokerage operation utilizes an accounting
software package for internal reporting purposes which the vendor has
indicated is not yet Year 2000 compliant.  However, the vendor is currently
in the process of upgrading its software package and has indicated that
testing of this upgrade will be performed in December 1998.  This vendor
has committed to providing an upgrade by no later than March 1999.  There
should be no additional cost to the Partnership in connection with this
software upgrade as such upgrade is included in the annual maintenance fee
paid by the Partnership to the vendor.  In the event this upgrade is not
completed or does not result in the software application being Year 2000
compliant, the Partnership would expect to utilize its financial software
application to account for its brokerage operation transactions as a
contingency plan.  However, the Partnership does not have an estimate of
the length of time which could potentially be required to make these
changes, nor an estimate of the costs involved to make such changes.

     The Partnership is in the planning stage to assess its non-information
technology systems (such as its telephone, sprinkler and alarm systems). 
Managers of such systems have been instructed to contact the appropriate
third party vendors to determine their Year 2000 compliancy.  This
assessment is currently expected to be completed in the first quarter of
1999.  In addition, the Partnership has contacted the various banks,
insurance companies and state regulatory agencies with whom the Partnership
has material relationships to determine their Year 2000 readiness. 
Responses have been received from some, but not all of these institutions. 
The Partnership will contact any of these companies from which no response
is received during the first quarter of 1999.  The Partnership does not
exchange digital information with those suppliers utilized in connection
with the development and construction of its communities, and therefore,
does not intend to contact those suppliers.  To the extent such suppliers
are unable to perform services due to their Year 2000 related issues, the
Partnership would expect to seek other similar suppliers who are capable of
performing development and construction services.

     If the steps taken by the Partnership and its vendors to be Year 2000
compliant are not successful, the Partnership could experience various
operational difficulties.  These could include, among other things, an
inability to process transactions to the correct accounting period,
difficulties in posting general ledger interfaces, an inability to process
computer generated checks, bank transactions posted to the wrong periods,
and the failure of scheduling applications which are date sensitive.



<PAGE>


     The foregoing discussion of Year 2000 issues and the Partnership's
responses thereto are based upon information presently known and certain
assumptions and estimates (including those relating to costs and timing of
remediation) currently made by the Partnership, as well as statements and
representations made to the Partnership by its third party vendors.  There
are various risks that assumptions and estimates made by the Partnership
will not prove to be correct, that delays in testing or remediation may
occur and/or that significant additional remediation efforts may be
required.  The Partnership is also relying on the efforts and statements
and representations of third parties, in particular its third party
software vendors.  Accordingly, the information concerning the Year 2000
issues and the Partnership's responses thereto, including the nature,
extent, timing and cost of the Partnership's remediation efforts, are
subject to change and such changes could be material.  In addition, there
is no assurance that the software applications and packages currently
believed to be Year 2000 compliant will prove to be so after testing or
that the upgrade for the software package used in the Partnership's general
brokerage operation will be delivered on a timely basis or will prove to be
Year 2000 compliant.

     Reclassifications

     Certain reclassifications have been made to the 1997 financial
statements to conform to the 1998 presentation.

INVESTMENT PROPERTIES

     On August 27, 1991, the General Partner, on behalf of the Partnership,
initiated a lawsuit in the Circuit Court of Cook County (County Department,
Chancery Division), Illinois against The Walt Disney Company ("Disney").
The litigation arises out of the Partnership's acquisition of substantially
all of the real estate and other assets of Arvida Corporation, a subsidiary
of Disney, in September 1987.  In the complaint filed on its behalf, the
Partnership alleges that under the terms of the contract with Disney for
the acquisition, the purchase price of the assets was to be reduced by the
amount of certain payments made prior to the closing (the "Closing") of the
transaction out of funds of Arvida Corporation in order to satisfy certain
obligations that were not assumed by the Partnership.  The complaint also
alleges that the contract entitles the Partnership to (i) reimbursement by
Disney for amounts advanced by the Partnership to pay certain other claimed
obligations of Arvida Corporation, including certain post-Closing
adjustments, in connection with the acquisition and (ii) indemnification by
Disney for additional costs and expenses incurred by the Partnership
subsequent to the Closing in order to remedy certain environmental
conditions that existed prior to the Closing.  The complaint further
alleges that the Partnership has made various demands on Disney for payment
of these amounts and that Disney has refused to make such payments.  The
Partnership seeks declaratory judgments that the Partnership is entitled to
a purchase price reduction from Disney and reimbursements or
indemnification by Disney for amounts advanced or costs and expenses
incurred by the Partnership for certain obligations of Arvida Corporation
together with interest on all such amounts and costs.  During the second
quarter of 1992, the Partnership received approximately $0.8 million in
settlement of portions of this claim.  During July 1993, Disney filed an
answer denying the substantive allegations of the Partnership's complaint
and raising various affirmative defenses.  The Partnership believes
Disney's defenses are without merit and will continue to pursue its claims.

In addition, Disney has filed a three count counterclaim in which it seeks
among other things:  a complete accounting of liabilities allegedly assumed
but not discharged by the Partnership to ascertain whether certain funds,
not to exceed $2.9 million, are due Disney in accordance with the purchase
agreement; an unspecified amount of damages exceeding $500,000 allegedly
representing workers compensation and warranty payments made by Disney,
which Disney alleges are obligations of the Partnership; an accounting for
funds disbursed from a claims pool in the amount of $3,000,000 established
by the parties; and attorney fees and costs.  The Partnership intends to
defend itself vigorously against these claims.



<PAGE>


     By order dated July 29, 1998, the court granted the Partnership's
motion for summary judgment against Disney on the issue of whether the
Partnership is entitled to a purchase price reduction under the terms of
the contract with Disney for the acquisition of substantially all of the
real estate and other assets of Arvida Corporation.  By an order of the
same date, the court denied Disney's motion for summary judgment on the
issue of whether the Partnership is entitled to indemnification for various
environmental issues.  Disney is seeking permission to appeal the court's
ruling that the Partnership is entitled to a purchase price reduction.  The
case is set for further proceedings before the court, which may include,
among other things, a ruling on Disney's request for permission to appeal
and resolution of the remaining issues in the case.  There are no
assurances relating to the amount of damages that the Partnership may
receive or the amount of liability that the Partnership may incur in
connection with the remaining issues to be addressed by the court.

NOTES AND MORTGAGES PAYABLE

     On July 31, 1997, the Partnership obtained a new credit facility from
certain banks, with Barnett Bank, N.A. ("Barnett") being the primary agent
on the facility.  The credit facility consists of a $75 million term loan,
a $20 million revolving line of credit and a $5 million letter of credit
facility.  This credit facility matures on July 31, 2001.  The term loan
has annual scheduled principal repayments of $12.5 million, as well as
additional annual principal repayments based upon a specified percentage or
amount of the Partnership's available cash.  The maximum required principal
repayments, including the scheduled repayments, generally will not exceed
$18.75 million per annum.  The remaining outstanding balance on the
facility is due upon maturity.  Prior to September 1, 1998, interest on the
facility was based, at the Partnership's option, on the relevant LIBOR plus
2.25% per annum or Barnett's prime rate (8.25% at September 30, 1998).  The
Partnership also obtained interest rate swaps covering two-thirds of the
original term loan commitment which are amortized annually until
termination of the swap agreements on July 31, 2001.  Loan fees totaling 1%
of the total facility were paid by the Partnership upon the closing of the
loan.  Such fees have been capitalized and are being amortized over the
life of the loan.  The term loan, revolving line of credit and letter of
credit facility are secured by recorded mortgages on real property of the
Partnership (including certain of its consolidated ventures) and pledges of
certain other assets.  All of the loans under this facility are cross-
collateralized and cross-defaulted.  At September 30, 1998, the balances
outstanding on the term loan, the revolving line of credit and the letter
of credit facility were approximately $49,000,000, $0 and $789,000,
respectively.  For the nine month period ended September 30, 1998, the
combined effective interest rate for the Partnership's credit facilities,
including the amortization of loan origination fees, and the effect of the
interest rate swap agreements was approximately 8.6% per annum.

     Due to the replacement of the Partnership's previous letter of credit
facility by the new credit facility in July 1997, the Partnership was
required to post approximately $4.2 million in cash as collateral with its
previous lender for the letters of credit which continue to be obligations
of that lender.  Such letters of credit are expected to be replaced by
either letters of credit issued under the credit facility or by bonds. 
Once the letters of credit are replaced, the cash collateral will be
released to the Partnership.  As of September 30, 1998, approximately $1.9
million of such cash collateral had been released to the Partnership,
leaving a balance outstanding under this previous letter of credit facility
of approximately $2.3 million.



<PAGE>


     In February 1998, the Partnership prepaid the $12.5 million principal
repayment on the term loan scheduled for July 1998.  In addition, in
exchange for a rate reduction of 50 basis points on its credit facility,
the Partnership made an additional $7.25 million prepayment on the term
loan in August 1998.  As a result of this transaction, interest on the
credit facility is now based, at the Partnership's option, on the relevant
LIBOR plus 1.75% per annum or the lender's prime rate.  In November 1998,
the Partnership also prepaid $7,333,333 of the $12.5 million principal
repayment on the term loan scheduled for July 1999.

     Effective September 1, 1998, First Union National Bank became the
successor agent on the credit facility replacing Barnett as the primary
agent by paying off the outstanding principal balances as of August 31,
1998 owed to Barnett and one of the other lenders on the facility.  In
connection with this transaction, the Partnership paid all interest accrued
on the facility through August 31, 1998, as well as certain other fees and
closing costs.  With the exception of the interest rate reduction discussed
above, all of the terms of the original loan agreement remain the same.

     Construction of one of the two remaining buildings to be completed at
Arvida's Grand Bay commenced in 1997.  Revenues recognized for this
building under the percentage of completion method of accounting are the
primary cause for the increase in housing revenues for the nine month
period ended September 30, 1998 as compared to the same period in 1997, as
well as the increase in Trade and other accounts receivable on the
accompanying consolidated balance sheets at September 30, 1998 as compared
to December 31, 1997.  During 1998, the Partnership continued to borrow
against its $21 million revolving construction line of credit to fund the
construction of this building.  This line of credit bears interest, at the
Partnership's option, at either the relevant LIBOR plus 2.0% per annum or
at the lender's prime rate (8.25% at September 30, 1998), and matures in
August 1999.  At September 30, 1998, there was approximately $12,014,000
outstanding under this line of credit, which is expected to be repaid with
future proceeds from sales of units within this building.  The Partnership
anticipates it will borrow additional funds under this line of credit
during 1998 for the remaining building to be constructed within Arvida's
Grand Bay.

INVESTMENTS IN AND ADVANCES TO JOINT VENTURES

     During July 1997, the Partnership entered into a joint venture
agreement with an unaffiliated third party to form A&D Title, L.P.  The
joint venture was formed to act as an agent in connection with the issuance
of title insurance, primarily related to closings in the Partnership's
Weston community.  The Partnership obtained a 50% ownership interest in the
joint venture, and is accounting for its investment in accordance with the
equity method of accounting.  The Partnership's recognition of its share of
this venture's earnings is the primary cause for the increase in equity in
earnings (losses) of unconsolidated ventures on the accompanying
consolidated statements of operations for the nine month period ended
September 30, 1998 as compared to the same period in 1997.

     During August 1997, the remaining properties owned by the Tampa 301
Associates Joint Venture and substantially all of the remaining properties
owned by the Ocala 202 Joint Venture were sold.  The net profit generated
by the sales of these properties resulted in approximately $91,000 of
earnings for the Partnership.

     In January 1998, the Partnership sold its approximate 33% interest in
the H.A.E. Joint Venture to one of its venture partners.  This sale is
reflected in land and property revenues and cost of revenues on the
accompanying consolidated statements of operations for the nine month
period ended September 30, 1998, and is the primary cause for the decrease
in Investments in and advances to joint ventures on the accompanying
consolidated balance sheets at September 30, 1998 as compared to
December 31, 1997.



<PAGE>


     In April 1998, the Metrodrama Joint Venture closed on the sale of
approximately 29 acres of undeveloped commercial property to an
unaffiliated third party.  This sale is reflected in land and property
revenues and cost of revenues on the accompanying consolidated statements
of operations for the nine month period ended September 30, 1998.  This
transaction generated a profit for financial reporting and Federal income
tax purposes.

EQUITY MEMBERSHIPS

     In May 1998, the Partnership sold its remaining Sawgrass Country Club
memberships to the Sawgrass Country Club, Inc. for a total sales price of
approximately $2.4 million.  This transaction is reflected in land and
property revenues and cost of revenues on the accompanying consolidated
statements of operations for the nine month period ended September 30,
1998, and is the primary cause for the decrease in equity memberships on
the accompanying consolidated balance sheets at September 30, 1998 as
compared to December 31, 1997.  This transaction generated a profit for
financial reporting and Federal income tax purposes.

TRANSACTIONS WITH AFFILIATES

     The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for property management, insurance 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, 1998 was approximately $224,000,
all of which was paid as of September 30, 1998.  The total of such costs
for the nine months ended September 30, 1997 was approximately $324,700. 
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 $195,100 and $154,500 for the
nine months ended September 30, 1998 and 1997, respectively, all of which
were paid as of September 30, 1998.

     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,
salary 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, 1998,
the amount of such costs incurred by the Partnership on behalf of these
affiliates totaled approximately $1,318,200.  At September 30, 1998,
approximately $241,900 was owed to the Partnership, of which approximately
$96,900 was received as of November 4, 1998.  For the nine month period
ended September 30, 1997, the Partnership was entitled to reimbursements of
approximately $914,500.

     Prior to June 1996, the Partnership and Arvida/JMB Partners, L.P.-II
(a publicly-held limited partnership affiliated with the General Partner)
each employed project related and administrative personnel who performed
services on behalf of both partnerships.  In addition, certain out-of-
pocket expenditures related to such services and other general and
administrative costs were incurred and charged to each partnership as
appropriate.  The Partnership receives reimbursements from Arvida/JMB
Partners, L.P.-II for these costs (including salary and salary-related
costs).  Subsequent to June 1996, Arvida/JMB Partners, L.P.-II no longer
employed any project-related or administrative personnel and incurred no
costs on behalf of the Partnership.  For the nine month periods ended
September 30, 1998 and 1997, the Partnership was entitled to receive
approximately $60,000 and $90,800, respectively, from Arvida/JMB Partners,
L.P.-II, all of which was received as of September 30, 1998.



<PAGE>


     Through December 31, 1997, Arvida Company ("Arvida"), pursuant to an
agreement with the Partnership, provided development and management
supervisory and advisory services and personnel therefor to the Partnership
for all of its projects and operations.  Pursuant to such agreement, the
Partnership reimbursed Arvida for all of its out-of-pocket expenditures
(including salary and salary-related costs), subject to certain
limitations.  The total of such costs for the nine month period ended
September 30, 1997 was approximately $5,141,000, all of which was paid at
September 30, 1997.  In addition, the Partnership was owed approximately
$51,200 from Arvida at September 30, 1998, for overpayments of certain
salary and salary related costs from 1997 as well as services performed by
employees of the Partnership on behalf of Arvida, none of which was paid as
of November 4, 1998.

     In November 1997, St. Joe Corporation, an unaffiliated third party,
completed its acquisition of a majority interest in St. Joe/Arvida Company,
L.P. ("St. Joe/Arvida"), which acquired the major assets of Arvida.  In
connection with this transaction, Arvida entered into a sub-management
agreement with St. Joe/Arvida, effective January 1, 1998, whereby St.
Joe/Arvida provides (and is reimbursed for) a substantial portion of the
development and management supervisory and advisory services (and personnel
with respect thereto) to the Partnership that Arvida would otherwise
provide pursuant to its management agreement with the Partnership. 
Effective January 1, 1998, St. Joe/Arvida employs most of the same
personnel previously employed by Arvida, and the services provided to the
Partnership pursuant to this sub-management agreement are provided by the
same personnel.  Affiliates of JMB Realty Corporation own a minority
interest in St. Joe/Arvida.  The transaction did not involve the sale of
any assets of the Partnership, nor the sale of the General Partner's
interest in the Partnership.

     For the nine month period ended September 30, 1998, the Partnership
reimbursed St. Joe/Arvida or its affiliates approximately $3,930,000 for
the services provided to the Partnership by St. Joe/Arvida pursuant to the
sub-management agreement discussed above.  In addition, at September 30,
1998 the Partnership owed St. Joe/Arvida approximately $107,700 for general
and administrative costs including, and without limitation, salary and
salary-related costs relating to work performed by employees of St.
Joe/Arvida on behalf of the Partnership, all of which was paid as of
November 4, 1998.  The Partnership also receives reimbursement from St.
Joe/Arvida for certain general and administrative costs including, and
without limitation, salary and salary-related costs relating to work
performed by employees of the Partnership on behalf of St. Joe/Arvida.  For
the nine month period ended September 30, 1998, the Partnership was
entitled to receive approximately $544,100 from St. Joe/Arvida or its
affiliates.  Of this amount, approximately $73,100 was owed to the
Partnership at September 30, 1998, all of which was received as of November
4, 1998.

     The Partnership pays for certain general and administrative costs on
behalf of its equity clubs, homeowners associations and maintenance
associations (including salary 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, 1998 and 1997, the
Partnership was entitled to receive approximately $731,800 and $1,288,300,
respectively, from these entities.  At September 30, 1998, approximately
$150,800 was owed to the Partnership, all of which was received as of
November 4, 1998.

     The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its equity clubs.  Pursuant
to these agreements, the Partnership is entitled to receive management fees
for the services provided to these clubs.  For the nine months ended
September 30, 1998 and 1997, the Partnership was entitled to receive
approximately $429,000 and $387,800, respectively.  At September 30, 1998,
approximately $472,400 was unpaid (including amounts owed from the previous
year), of which $50,000 was received as of November 4, 1998.



<PAGE>


     The Partnership funds working capital advances and operating deficits
of its equity clubs, as well as operating deficits of its homeowners
associations as required or deemed necessary.  The working capital advances
are non-interest bearing, short-term in nature, and are expected to be
reimbursed from future cash flows of the equity clubs.  The funding of
operating deficits is expensed by the Partnership.  The Partnership also
funds, at its option, certain capital expenditures of its equity clubs.  In
April 1998, control of Jacksonville Golf & Country Club ("JG&CC") was
turned over to the club members.  As a result, effective April 1, 1998, the
Partnership is no longer involved in the ownership or management of JG&CC
and has no further responsibility to fund JG&CC's operations.  In addition,
all outstanding balances between the Partnership and JG&CC were paid upon
the turnover of the club to its members.  At September 30, 1998, the
Partnership owed one of its homeowner associations approximately $32,700
for prior year amounts funded by the association which were the
Partnership's obligation, none of which was paid as of November 4, 1998.

     The Partnership periodically incurs salary and salary-related costs on
behalf of an affiliate of the General Partner of the Partnership.  The
Partnership was entitled to receive approximately $366,100 and $255,700 for
such costs for the nine months ended September 30, 1998 and 1997,
respectively, of which approximately $37,100 was owed to the Partnership at
September 30, 1998 (including amounts owed from the previous year), none of
which was received as of November 4, 1998.

     In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partners have deferred a portion of their distributions
of net cash flow from the Partnership totaling approximately $9,005,000 as
of September 30, 1998.  This amount does not bear interest and is expected
to be paid in future periods subject to certain restrictions in the
partnership agreement of the Partnership.  In addition, in connection with
the settlement of certain litigation, the General Partner and the 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 such litigation.  The General
Partner and Associate Limited Partners will be entitled to receive such
deferred amount after the Holders of Interests have received a specified
amount of distributions from the Partnership after July 1, 1996.

     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 $789,000 and $15,716,000, respectively,
at September 30, 1998.  In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $1,020,000 at September 30, 1998.

     On or about September 27, 1996, a lawsuit entitled Vanderbilt Income
and Growth Associates, L.L.C. and Raleigh Capital Associates L.P.,
individually and derivatively on behalf of Arvida/JMB Partners, L.P. v.
Arvida/JMB Managers, Inc., Judd D. Malkin, Neil G. Bluhm, Burton E. Glazov,
Stuart C. Nathan, A. Lee Sacks, John G. Schreiber, BSS Capital II, L.L.C.,
Starwood Capital Group I, L.P., Starwood/Florida Funding, L.L.C., Starwood
Opportunity Fund, IV, L.P. and Barry Sternlicht, Defendants, and Arvida/JMB
Partners, L.P., nominal defendant, was filed in the Court of Chancery of
the State of Delaware in and for New Castle County, Civil Action No. 15238
("Raleigh action").  The Raleigh action was filed as a verified complaint
for declaratory and injunctive relief.  Plaintiffs claimed that the
defendants, in entering into a financing commitment letter for a proposed
$160 million term loan from Starwood/Florida Funding L.L.C. (the "Starwood


<PAGE>


financing"), violated, or aided and abetted, or participated in the
violation of, fiduciary duties owed to the Partnership and the Holders of
Interests, and put their personal interests ahead of the interests of the
Partnership and the Holders of Interests.  In the first claim for relief,
plaintiffs sought a declaratory judgment that the terms of the Starwood
financing be declared null, void and unenforceable.  In the second claim
for relief, plaintiffs asserted a claim derivatively on behalf of the
Partnership alleging, among other things, that the financing commitment
letter for the Starwood financing was not the product of a valid exercise
of business judgment.  In addition to relief described above, plaintiffs
sought to preliminarily and permanently enjoin any actions in furtherance
of the financing commitment letter, an award of compensatory damages,
interest, costs and disbursements, including reasonable attorneys' and
experts' fees and such other relief as the Court might deem just and
proper.  The General Partner and the Partnership filed a motion to dismiss
the Raleigh action, which motion was granted on November 7, 1996.  In
granting the motion, the Court held that Raleigh was not a Limited Partner
and did not have standing to file the derivative claims.  The Court further
determined that Raleigh did not have the right to vote.  Plaintiffs asked
the Court to reconsider its ruling, but the Court denied the request to
change its ruling.

     Plaintiffs appealed the November 7, 1996 dismissal order.  On
December 12, 1996, the Delaware Supreme Court reversed the trial court
order on a procedural ground.  The Delaware Supreme Court concluded that
the trial court should not have considered matters outside of the pleadings
in dismissing the Raleigh action without providing the plaintiffs some
limited discovery.  Accordingly, the Delaware Supreme Court remanded the
case back to the trial court for further proceedings.

     On December 16, 1996, the Partnership filed a counterclaim against
Vanderbilt Income and Growth Associates, L.L.C. and Raleigh Capital
Associates L.P. ("Raleigh"), seeking a declaratory judgment that Raleigh
had no right to vote on Partnership matters.  On January 28, 1997, the
trial court granted plaintiffs leave to dismiss their own complaint
concerning the Starwood financing, leaving the Partnership's counterclaim
pending.

     By letter dated January 10, 1997, Raleigh requested admission as a
Substituted Limited Partner of the Partnership.  The Partnership referred
the request to a special committee (the "Special Committee") consisting of
certain directors of the General Partner.  On February 11, 1997, the
Special Committee denied the request.  Thereafter, the Partnership
supplemented its counterclaim, as amended, to seek a court declaration that
Raleigh is not entitled to be admitted as a Substituted Limited Partner. 
On February 20, 1997, Raleigh filed a reply and counterclaim against the
Partnership, the General Partner, and the Special Committee.  The reply
counterclaim sought, among other things, a declaration that Raleigh has
voting rights in the Partnership and that defendants breached their
fiduciary duties by failing to admit Raleigh as a Substituted Limited
Partner.  The reply counterclaim also sought to enjoin the Partnership, the
General Partner, and the Special Committee from refusing to admit Raleigh
as a Substituted Limited Partner, an award of damages, interest, fees, and
costs.

     On or about February 28, 1997, Gladys Beasley, individually and as a
representative of a class of persons similarly situated, filed an
intervenor complaint for declaratory relief against the Partnership.  In
the intervenor complaint, plaintiff sought a declaration that purchasers
who obtained Interests in the Partnership in the public offering and
subsequent Holders of Interests in the Partnership by assignment from
original Holders have the same voting rights in the Partnership, among
other things, to remove and replace the General Partner.  In addition,
plaintiff Gladys Beasley sought an order adjudging and decreeing that the
intervenor action was properly maintained as a class, an award of her costs
and expenses of the litigation, and such other relief as the Court deemed
appropriate.



<PAGE>


     The trial of all claims in the Raleigh action was held on April 7,
1997 through April 9, 1997.  In a memorandum opinion dated May 23, 1997,
the Court concluded that, while neither the partnership agreement nor the
assignment agreement of the Partnership expressly states whether subsequent
Holders of Interests have voting rights, a reasonable investor could have
read the operative agreements as providing that subsequent Holders of
Interests, such as Raleigh, have voting rights.  The Partnership believed,
among other things, that the Court erred in its application of the law to
the facts on this issue and appealed the Court's decision on this aspect of
the case.  On the issue of whether the Special Committee properly denied
Raleigh's request for admission as a Substituted Limited Partner, the Court
upheld the denial of Raleigh's request.  By order dated June 9, 1998, and
after appeal of this matter to the Delaware Supreme Court, the Delaware
Supreme Court affirmed the trial court on all issues.  The Partnership
expects counsel for Raleigh and counsel for the intervening class will seek
an award of attorneys fees, although no such application for award of fees
has been filed to date.

     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 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
each of the above-described lawsuits to Disney for defense and
indemnification in whole or in part pursuant to the Partnership's
indemnification rights.  Where appropriate, the Partnership has also
tendered these lawsuits to its various insurance carriers for defense and
coverage.  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 $8.12 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


<PAGE>


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.

     Currently, the Partnership is involved in three subrogation lawsuits. 
On April 19, 1993, a subrogation claim entitled Village Homes at Country
Walk Master Maintenance Association, Inc. v. Arvida Corporation et al., was
filed in the 11th Judicial Circuit for Dade County.  Plaintiffs filed this
suit for the use and benefit of American Reliance Insurance Company
("American Reliance").  In this suit, as amended, plaintiffs seek to
recover damages and pre- and post-judgment interest in connection with
$10,873,000 American Reliance has allegedly paid, plus amounts it may have
to pay in the future, to the condominium association at Country Walk in the
wake of Hurricane Andrew.  Disney is also a defendant in this suit.  The
Partnership believes that the amount of this claim that allegedly relates
to units it built and sold is approximately $3,600,000.  Plaintiffs also
seek a declaratory judgment seeking to hold the Partnership and other
defendants responsible for amounts American Reliance must pay in the future
to its insured as additional damages beyond the $10,873,000 previously
paid.  The Partnership has filed motions directed to the complaint, as
amended, and the litigation is in the discovery stage.  The Partnership
intends to vigorously defend itself.  On or about May 10, 1996, a
subrogation claim entitled Juarez et al. 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.  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 intends to defend itself
vigorously in this matter.  The Partnership could be named in other
subrogation actions, and in such event, the Partnership intends to
vigorously defend itself in such actions.  Due to the uncertainty of the
outcome of these subrogation actions, the accompanying consolidated
financial statements do not reflect any accruals related to these matters.

     The Partnership has been advised by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") that various investors have 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 has 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 have sought and are seeking 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 is defending other
claims.  The Agency Agreement generally provides that the Partnership and
its General Partner shall indemnify Merrill Lynch against losses occasioned


<PAGE>


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 and intend to
vigorously pursue such defenses.  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.

     On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc.  The multi-count complaint, as amended, is brought as a
class action, and individually, on behalf of various residents of the
Broken Sound Community, and alleges that defendants engaged in various acts
of misconduct in, among other things, the establishment, operation,
management and marketing of the Broken Sound golf course and recreational
facilities, as well as the alleged improper failure to turn over such
facilities to the Broken Sound homeowners on a timely basis.  Plaintiffs
seek, through various theories, including but not limited to breach of
ordinance, fiduciary duty, fraud, constructive trust and civil theft,
damages in excess of $45 million, the appointment of a receiver for the
Broken Sound Club, other unspecified compensatory damages, the right to
seek punitive damages, treble damages, prejudgment interest, attorneys'
fees and costs.  The Partnership believes that the lawsuit is without merit
and intends to vigorously defend itself in this matter.

     On or about July 30, 1996, Savoy v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida/JMB Partners, Ltd., and Broken Sound Club, Inc. was
filed against the Partnership and others in the Circuit Court of the 15th
Judicial Circuit, in and for Palm Beach County, Florida.  The lawsuit is
filed as a three-count complaint for dissolution of the Broken Sound Club,
Inc. ("Club"), and seeks, among other things, the appointment of a
custodian or receiver for the Club, a determination that certain acts be
deemed wrongful, the return to the Club of in excess of $2.5 million in
alleged "operating profits", an injunction against the charging of certain
dues, an injunction requiring the Club to produce certain financial
statements, and such other relief as the Court deems just, fair and proper.

This action has been consolidated with the Council of Villages case.  The
Partnership believes the lawsuit is without merit and intends to vigorously
defend itself.

     In April 1997, the Court issued an order certifying as a class action
claims respecting the alleged violation of the Boca Raton ordinances.  Both
plaintiffs and defendants appealed the certification order.  On appeal, the
appellate court approved certification of a class action for the following
counts:  breach of ordinance, breach of fiduciary duty, civil theft (treble
damages), breach of a constructive trust and unjust enrichment.  The
Partnership has filed a motion for rehearing of the issues before the
appellate court.  Plaintiffs in the Savoy action moved for an appointment
of a receiver over the Club.  The Partnership moved to strike the motion
and the Court granted the Partnership's motion.  The Partnership has filed


<PAGE>


a third-party complaint for indemnification and contribution against Disney
in these consolidated actions in the event the Partnership is held liable
for acts taken by a subsidiary of Disney prior to the Partnership's
involvement in the Club and property.

     The Partnership owns a 50% joint venture interest in 31 commercial/
industrial acres in Pompano Beach, Florida, which is encumbered by a
mortgage loan in the principal amount of approximately $3.4 million at
September 30, 1998.  During April 1992, as a result of the Partnership's
previous determination that the development of the land was no longer
economically profitable, the Partnership and its joint venture partner each
tendered payment in the amount of approximately $3.1 million to the lender
for their respective shares of the guarantee payment required under the
loan agreement and certain other holding costs, the majority of which
reduced the outstanding mortgage loan to its current balance.  The venture
also intended at that time to convey title to the property to the lender;
however, such conveyance was deferred until resolution of certain general
development obligations of the venture as well as certain environmental
issues.  The joint venture had been negotiating with the lender regarding
the scope of the development work required to be done.   Negotiations with
the lender were unsuccessful, and the lender filed a lawsuit entitled
Bankers' Trust Company v. Arvida/JMB Partners, L.P., et al., Case No. 95-
2780 in the Broward County Circuit Court in which the lender asserted,
among other things, that the mortgage loan was with recourse to the joint
venture partners as a result of the partners' failure to perform in
accordance with the terms of the loan agreement.  The lender demanded
payment of the outstanding loan balance plus interest thereon.  The lawsuit
has been resolved.  On or about July 18, 1997, the parties entered into an
agreement for the settlement of the lawsuit which provided for, among other
things, the payment of $300,000 by the Partnership, $300,000 on behalf of
the joint venture partner, the payment of back taxes on the property by the
joint venture in the amount of $302,398, a commitment by the joint venture
to remediate the property on or before June 30, 2000 in accordance with the
settlement agreement, issuance of a new non-recourse note, a mortgage
modification and dismissal of the lawsuit with prejudice and without costs.

With respect to the environmental issues, the previous owner remains
obligated to undertake the clean-up.  The clean-up which began in July 1994
is in a "monitoring only" phase pursuant to an informal arrangement with
state environmental officials.  There are no assurances that further clean-
up will not be required.  If further action is required and the previous
owner is unable to fulfill all its obligations as they relate to this
environmental issue, the joint venture and ultimately the Partnership may
be obligated for such costs.  Should this occur, the Partnership does not
anticipate the cost of this clean-up to be material to its operations.

     In June 1998, the joint venture entered into a contract with an
unaffiliated third party for the sale of the 31 acres of land in Pompano
Beach, Florida.  The closing was contingent upon the satisfaction of
various conditions, which have not been satisfied.  The contract was
terminated by the purchaser, and the joint venture is again marketing the
property.

     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>


ASSETS HELD FOR DISPOSITION

     Several of the Partnership's assets which had been held for
disposition were sold during the fourth quarter of 1997.  The results of
operations for the Partnership's cable operation in Weston, which continued
to be held for disposition at September 30, 1998, totaled approximately
$0.9 million for the nine months ended September 30, 1998, and are included
in operating properties revenues and cost of revenues on the accompanying
consolidated statements of operations.  See further discussion regarding
this sale in the "Subsequent Events" section of the Notes.  The combined
results of operations for the Partnership's assets held for disposition
during the nine months ended September 30, 1997 totaled approximately $3.6
million.  

ADJUSTMENTS

     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, 1998 and December 31, 1997 and for the three and nine months
ended September 30, 1998 and 1997.

SUBSEQUENT EVENTS

     In July 1998, the Partnership entered into a contract with an
unaffiliated third party for the sale of the Partnership's cable operation
in Weston.  The sale of the cable operation subsequently closed on October
30, 1998 for a sale price of $31.2 million, generating a profit for
financial reporting and Federal income tax purposes.





<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.

     At September 30, 1998 and December 31, 1997, the Partnership had cash
and cash equivalents of approximately $33,611,000 and $79,411,000,
respectively.  The decrease in Cash and cash equivalents at September 30,
1998 as compared to December 31, 1997 is due primarily to distributions to
partners and Holders of Interests made during February and September 1998
totaling approximately $53 million.

     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.

     In November, the General Partner entered into an agreement (the
"Buy/Sell Agreement") with Raleigh Capital Associates, L.P. ("Raleigh") and
The St. Joe Company ("St. Joe"), which, subject to the satisfaction of
certain conditions, will result in either St. Joe acquiring all of the
Interests owned by Raleigh or Raleigh acquiring substantially all of the
assets of the General Partner, including its interest as general partner in
the Partnership, and the interests of the Associate Limited Partners in the
Partnership.  Raleigh currently owns about 26% of the outstanding
Interests.  St. Joe does not currently own any Interests.

     Pursuant to the Buy/Sell Agreement, the General Partner and St. Joe
delivered a notice to Raleigh on November 11, 1998, that contained the
price (the "Buy/Sell Price") at which St. Joe has agreed to purchase all of
Raleigh's Interests, $430 per Interest.  The General Partner has agreed
that the Buy/Sell Price would be the basis for determining the sale price
for the assets to be acquired by Raleigh from the General Partner and the
Associate Limited Partners, and this sale price was included in the notice
to Raleigh.  Raleigh has until December 10, 1998 to determine whether it
will sell all of its Interests to St. Joe or purchase the assets of the
General Partner and the Associate Limited Partners.  If it elects to
purchase, Raleigh is required to make a tender offer (the "Offer") for any
and all Interests not owned by Raleigh at a price equal to or greater than
the Buy/Sell Price and on other terms and conditions set forth in the
Buy/Sell Agreement.  Upon acquisition of the assets from the General
Partner, Raleigh (or its affiliates) would become the successor general
partner of the Partnership.  If Raleigh elects to sell, St. Joe is not
required to make a tender offer for any Interests.

     Under the terms of the Buy/Sell Agreement, for a specified period of
time commencing on the date of the Buy/Sell Agreement, Raleigh has agreed
that neither it nor its affiliates will, directly or indirectly, (i)
request a meeting of, or solicit or participate in the solicitation of
proxies or consents from, Holders of Interests, except for the solicitation
of proxies or consents for purposes of effecting the consummation of the
Offer or otherwise as permitted by the Buy/Sell Agreement, or (ii)
initiate, propose or otherwise participate in a business combination or
similar transaction involving the Partnership, including a merger, tender
offer or sale or liquidation of the Partnership, other than the Offer and
the purchase of the assets of the General Partner and the Associate Limited
Partners, without the prior approval of the General Partner.



<PAGE>


     Pursuant to the Buy/Sell Agreement, the General Partner has agreed
that, for a specified period of time commencing on the date of the Buy/Sell
Agreement, the General Partner will not cause or permit the Partnership to
propose or take any action outside of the ordinary course of the business
of the General Partner or the Partnership, including the refinancing of any
properties or the incurrence of any indebtedness by the Partnership, other
than in the ordinary course of its business and consistent with past
practices, the authorization or proposal of any merger or business
combination involving the Partnership, the disposition by the Partnership
of all or substantially all of its assets or a material change in the
Partnership's capitalization, except that, notwithstanding the foregoing,
the General Partner and the Partnership may take action constituting or
proposing any such transaction to the extent that the General Partner
determines in the good faith exercise of its judgment, after consultation
with counsel, that the failure to take or propose such transaction would
reasonably be expected to be a violation of its fiduciary duty to Holders
of Interest.

     In connection with the Buy/Sell Agreement, Raleigh and St. Joe have
entered into separate confidentiality agreements with the Partnership
pursuant to which Raleigh or St. Joe, as the case may be, is entitled to
receive non-public information concerning the Partnership and, in return,
Raleigh or St. Joe, as the case may be, has agreed to treat such
information as confidential in accordance with the terms of the relevant
confidentiality agreement and to take or abstain from taking certain other
actions in accordance with the relevant confidentiality agreement.  St. Joe
owns a majority interest in St. Joe/Arvida, which, through a sub-management
agreement, provides a substantial portion of the development and management
supervisory and advisory services (and personnel with respect thereto) to
the Partnership.

     On July 31, 1997, the Partnership obtained a new credit facility from
certain banks, with Barnett being the primary agent on the facility.  The
credit facility consists of a $75 million term loan, a $20 million
revolving line of credit and a $5 million letter of credit facility.  This
credit facility matures on July 31, 2001.  The term loan has annual
scheduled principal repayments of $12.5 million, as well as additional
annual principal repayments based upon a specified percentage or amount of
the Partnership's available cash.  The maximum principal repayments,
including the scheduled repayments, generally will not exceed $18.75
million per annum.  The remaining outstanding balance on the facility is
due upon maturity.  Prior to September 1, 1998, interest on the facility
was based, at the Partnership's option, on the relevant LIBOR plus 2.25%
per annum or Barnett's prime rate.  The Partnership also obtained interest
rate swaps covering two-thirds of the original term loan commitment which
are amortized annually until termination of the swap agreements on July 31,
2001.  Loan fees totaling 1% of the total facility were paid by the
Partnership upon the closing of the loan.  Such fees have been capitalized
and are being amortized over the life of the loan.  In addition, due to the
replacement of the Partnership's previous letter of credit facility by the
existing credit facility, the Partnership was required to post
approximately $4.2 million cash as collateral with its previous lender for
letters of credit which continue to be obligations of that lender.  The
letters of credit are expected to be replaced by either letters of credit
issued under the facility or by bonds, at which time the cash collateral
will be released to the Partnership.  As of September 30, 1998,
approximately $1.9 million of such cash collateral had been released to the
Partnership, leaving a balance outstanding under this previous letter of
credit facility of approximately $2.3 million.  The term loan, revolving
line of credit and letter of credit facility are secured by recorded
mortgages on real property of the Partnership (including certain of its
consolidated ventures) and pledges of certain other assets.  All of the
loans under this facility are cross-collateralized and cross-defaulted.  At
September 30, 1998, the balances outstanding under the term loan, the
revolving line of credit and the letter of credit facility were
approximately $49,000,000, $0 and $789,000, respectively.



<PAGE>


     In February 1998, the Partnership prepaid the $12.5 million principal
repayment on the term loan scheduled for July 1998.  In addition, in
exchange for a rate reduction of 50 basis points on its credit facility,
the Partnership made an additional $7.25 million prepayment on the term
loan in August 1998.  As a result of this transaction, interest on the
credit facility is now based, at the Partnership's option, on the relevant
LIBOR plus 1.75% per annum or the lender's prime rate.  In November 1998,
the Partnership also prepaid $7,333,333 of the $12.5 million principal
repayment on the term loan scheduled for July 1999.

     Effective September 1, 1998, First Union National Bank became the
successor agent on the credit facility replacing Barnett as the primary
agent by paying off the outstanding principal balances as of August 31,
1998 owed to Barnett and one of the other lenders on the facility.  In
connection with this transaction, the Partnership paid all interest accrued
on the facility through August 31, 1998, as well as certain other fees and
closing costs.  With the exception of the interest rate reduction discussed
above, all of the terms of the original loan agreement remain the same.

     During 1998, the Partnership borrowed against its $21 million
revolving construction line of credit to fund the construction of one of
the two remaining buildings within Arvida's Grand Bay.  This line of credit
bears interest, at the Partnership's option, at either the relevant LIBOR
plus 2.0% per annum or at the lender's prime rate (8.25% at September 30,
1998), and matures in August 1999.  At September 30, 1998, there was
approximately $12,014,000 outstanding under this line of credit, which is
expected to be repaid with future proceeds from sales of units within this
building.  The Partnership anticipates it will borrow additional funds
under this line of credit during 1998 for the remaining building to be
constructed within Arvida's Grand Bay.

     In July 1998, the Partnership entered into a contract with an
unaffiliated third party for the sale of the Partnership's cable operation
in Weston.  The sale of the cable operation subsequently closed on October
30, 1998 for a sale price of 31.2 million, generating a profit for
financial reporting and Federal income tax purposes.

     In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partners have deferred a portion of their distributions
of net cash flow from the Partnership totaling approximately $9,005,000 as
of September 30, 1998.  This amount does not bear interest and is expected
to be paid in future periods subject to certain restrictions contained in
the partnership agreement of the Partnership.  In addition, in connection
with the settlement of certain litigation, the General Partner and the
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 such litigation.  The General
Partner and Associate Limited Partners will be entitled to receive such
deferred amount after the Holders of Interests have received a specified
amount of distributions from the Partnership after July 1, 1996.

     The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define a year.  Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the Year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, a temporary inability to process
transactions or engage in other normal business activities.

     The Partnership has organized a team to review and prepare its
computer systems for the Year 2000 compliancy.  This team has completed an
internal assessment of its information system technology and determined a
need to upgrade portions of the Partnership's hardware and software so that
its computer systems would function properly with respect to dates in the
Year 2000 and thereafter.  The software upgrade was initiated in October
1997 and completed in May 1998 at an approximate cost of $110,000.  A plan


<PAGE>


has been developed to review and upgrade the Partnership's computer
hardware including its file servers and personal computers, which is
currently estimated to cost approximately $300,000.  This estimate includes
the cost of testing the upgraded computer systems and replacing equipment
which is not Year 2000 compliant.  The Partnership has commenced its
implementation of the hardware upgrade, which is expected to be completed
in the first quarter of 1999.  The Partnership began testing its computer
systems in November 1998 to determine compliance with the Year 2000.  Such
testing is estimated to take approximately four weeks.  At the conclusion
of the Year 2000 testing, the Partnership will determine if it is necessary
to develop a contingency plan for any application which is not Year 2000
compliant.

     In addition, all third party software vendors who exchange digital
information with the Partnership have been identified and contacted
regarding their Year 2000 compliancy.  The Partnership has received either
oral or written responses from these vendors, all of which are in various
stages of addressing the Year 2000 issues.  Certain of these software
applications are not deemed critical to the operations of the Partnership. 
The Partnership's financial, human resource and payroll applications are
classified as Year 2000 compliant by their respective software vendors, but
have not yet been tested by the Partnership.  A test of their compliancy,
as well as that of certain of the Partnership's internally developed
software packages, will be included in the overall system testing scheduled
for the fourth quarter of 1998.  The financial, human resource and payroll
application systems are supported by two major software vendors.  In the
event the Partnership's system testing reveals that these systems are not
Year 2000 compliant, the Partnership has access to all computer source
codes for all business applications and currently believes it has the
ability to make the necessary changes through the use of internal resources
as well as utilizing third party consultants.  However, the Partnership
does not have an estimate of the length of time which could potentially be
required to make these changes, nor an estimate of the costs involved to
make such changes.

     The Partnership's general brokerage operation utilizes an accounting
software package for internal reporting purposes which the vendor has
indicated is not yet Year 2000 compliant.  However, the vendor is currently
in the process of upgrading its software package and has indicated that
testing of this upgrade will be performed in December 1998.  This vendor
has committed to providing an upgrade by no later than March 1999.  There
should be no additional cost to the Partnership in connection with this
software upgrade as such upgrade is included in the annual maintenance fee
paid by the Partnership to the vendor.  In the event this upgrade is not
completed or does not result in the software application being Year 2000
compliant, the Partnership would expect to utilize its financial software
application to account for its brokerage operation transactions as a
contingency plan.  However, the Partnership does not have an estimate of
the length of time which could potentially be required to make these
changes, nor an estimate of the costs involved to make such changes.

     The Partnership is in the planning stage to assess its non-information
technology systems (such as its telephone, sprinkler and alarm systems). 
Managers of such systems have been instructed to contact the appropriate
third party vendors to determine their Year 2000 compliancy.  This
assessment is currently expected to be completed in the first quarter of
1999.  In addition, the Partnership has contacted the various banks,
insurance companies and state regulatory agencies with whom the Partnership
has material relationships to determine their Year 2000 readiness. 
Responses have been received from some, but not all of these institutions. 
The Partnership will contact any of these companies from which no response
is received during the first quarter of 1999.  The Partnership does not
exchange digital information with those suppliers utilized in connection
with the development and construction of its communities, and therefore,
does not intend to contact those suppliers.  To the extent such suppliers
are unable to perform services due to their Year 2000 related issues, the
Partnership would expect to seek other similar suppliers who are capable of
performing development and construction services.



<PAGE>


     If the steps taken by the Partnership and its vendors to be Year 2000
compliant are not successful, the Partnership could experience various
operational difficulties.  These could include, among other things, an
inability to process transactions to the correct accounting period,
difficulties in posting general ledger interfaces, an inability to process
computer generated checks, bank transactions posted to the wrong periods,
and the failure of scheduling applications which are date sensitive.

     The foregoing discussion of Year 2000 issues and the Partnership's
responses thereto are based upon information presently known and certain
assumptions and estimates (including those relating to costs and timing of
remediation) currently made by the Partnership, as well as statements and
representations made to the Partnership by its third party vendors.  There
are various risks that assumptions and estimates made by the Partnership
will not prove to be correct, that delays in testing or remediation may
occur and/or that significant additional remediation efforts may be
required.  The Partnership is also relying on the efforts and statements
and representations of third parties, in particular its third party
software vendors.  Accordingly, the information concerning the Year 2000
issues and the Partnership's responses thereto, including the nature,
extent, timing and cost of the Partnership's remediation efforts, are
subject to change and such changes could be material.  In addition, there
is no assurance that the software applications and packages currently
believed to be Year 2000 compliant will prove to be so after testing or
that the upgrade for the software package used in the Partnership's general
brokerage operation will be delivered on a timely basis or will prove to be
Year 2000 compliant.

RESULTS OF OPERATIONS

     The results of operations for the three and nine months ended
September 30, 1998 are primarily attributable to the development and sale
or operation of the Partnership's assets.

     For the three months ended September 30, 1998, the Partnership
(including its consolidated ventures and its unconsolidated ventures
accounted for under the equity method) closed on the sale of 246 housing
units, 47 homesites, approximately 38 acres of developed and undeveloped
land, as well as the remaining Sawgrass Country Club memberships owned by
the Partnership.  This compares to closings in the third quarter of 1997 of
311 housing units, 66 homesites and approximately 37 acres of developed
land.  Outstanding contracts ("backlog") as of September 30, 1998, were for
892 housing units, 30 homesites and approximately 39 acres of developed and
undeveloped land tracts.  This compares to a backlog as of September 30,
1997 of 674 housing units and 71 homesites.

     The Partnership's Communities are in various stages of development,
with estimated remaining build-outs ranging from one to six years. 
Notwithstanding the estimated duration of the build-outs, the Partnership
currently expects to complete its orderly liquidation by October 2002.  The
Weston Community, located in Broward County, Florida, is the Partnership's
largest Community and is in its mid-stage of development.  Also in their
mid-stages of development are the River Hills Country Club in Tampa,
Florida; the Water's Edge Community in Atlanta, Georgia; The Cullasaja
Club, near Highlands, North Carolina and the Partnership's condominium
project on Longboat Key, Florida known as Arvida's Grand Bay.  The
Partnership's Jacksonville Golf & Country Club Community in Florida is in
its late stage of development.  Future revenues will be impacted to the
extent that there are lower levels of inventories available for sale as the
Partnership's remaining Communities approach or undertake their final
phases.



<PAGE>


     Construction of one of the two remaining buildings to be completed at
Arvida's Grand Bay commenced in 1997.  Revenues recognized for this
building under the percentage of completion method of accounting are the
primary cause for the increase in housing revenues for the nine month
period ended September 30, 1998 as compared to the same period in 1997, as
well as the increase in Trade and other accounts receivable on the
accompanying consolidated balance sheets at September 30, 1998 as compared
to December 31, 1997.  Such revenues also generated a favorable variance
for the three months ended September 30, 1998 as compared to the same
period in 1997.  However, the favorable revenue variance generated by
Arvida's Grand Bay was offset by decreased revenues at the Partnership's
Weston and Jacksonville Golf & Country Club Communities for the three and
nine month periods ended September 30, 1998 as compared to the same periods
in 1997.  Revenues generated at Weston through September 30, 1998 were
lower than those generated through September 30, 1997 due to the timing of
the availability of town homes and certain other housing products to be
sold within the Community.  Revenues to be generated from closings of these
products in the fourth quarter of 1998 are expected to reverse this
unfavorable variance by year end.  The decrease in revenues at Jacksonville
Golf & Country Club is attributable to decreased closings as this Community
continues to sell out its final phases.

     The Partnership's current plan for the Weston Community includes an
increase in its home building operations, thereby resulting in a reduced
number of lots available for sale to third party builders.  As a result,
homesite revenues decreased for the three and nine month periods ended
September 30, 1998 as compared to the same periods in 1997, and are
expected to continue to decrease in future periods.  Revenues also
decreased for the three and nine months ended September 30, 1998 as
compared to the same periods in 1997 due to the close-out of one of the
Partnership's products in the River Hills Community in 1997.  In addition,
the decrease in homesite revenues for the nine month period ended
September 30, 1998 as compared to the same period in 1997 is due to the
close-out of the remaining lots in Jacksonville Golf & Country Club in
February 1998.

     Land and property revenues increased for the three month period ended
September 30, 1998 as compared to the same period in 1997 due primarily to
the sale of approximately 24 acres of developed land in Weston in the third
quarter of 1998.  These sales as well as the sales of approximately 29
acres of undeveloped commercial property owned by the Metrodrama Joint
Venture, an additional twelve acres of developed land in Weston and the
sale of the Partnership's remaining Sawgrass Country Club memberships
earlier in the year are the primary cause for the increase in revenues for
the nine month period ended September 30, 1998 as compared to the same
period in 1997.  In addition, the Partnership sold its 33% interest in the
H.A.E. Joint Venture to one of its venture partners in January 1998.  These
sales compare to the sale of approximately six acres of developed land in
Weston during the nine month period ended September 30, 1997.

     The decrease in revenues and the related cost of revenues from
operating properties for the three and nine months ended September 30, 1998
as compared to the same periods in 1997 is due primarily to the closings of
several of the Partnership's operating properties during the fourth quarter
of 1997.  These closings included the Partnership's mixed-use center in
Boca Raton, Florida (consisting of retail shops, an office building and a
hotel), the Cabana Club located within its Sawgrass Community, and the
Partnership's two retail shopping centers in Weston.  These properties
contributed to the higher profit margins recognized in previous years, and
the sale of these properties is the primary cause for the decrease in gross
operating profit margins for the three and nine month periods ended
September 30, 1998 as compared to the same periods in 1997.

     Revenues from brokerage and other operations increased for the three
and nine months ended September 30, 1998 as compared to the same periods in
1997 due primarily to increased commissions generated by the Partnership's
resale operations in Weston, Boca Raton, Jacksonville and Atlanta.  In
addition, the Partnership received revenue in January 1998 associated with


<PAGE>


the 1996 sale of its resale brokerage operation on Longboat Key near
Sarasota, Florida.  Receipt of such revenue was contingent upon future
operations of the sales office, and therefore, was not recognized upon the
closing of the sale.  This receipt also contributed to the increase in
revenues for the nine months ended September 30, 1998 as compared to the
same period in 1997.

     The decrease in selling, general and administrative expenses for the
nine month period ended September 30, 1998 as compared to the same period
in 1997 is due in part to the decrease in expenses incurred in connection
with certain litigation in which the Partnership was previously involved. 
The Partnership accrued approximately $1.8 million in March 1997 to reflect
expenses incurred for certain attorneys' fees and other expenses to be paid
as a result of the court-approved settlement in this litigation.  Also
contributing to the decrease in selling, general and administrative
expenses for the three and nine month periods ended September 30, 1998 as
compared to the same periods in 1997 is a reduction in the amount of
expenditures incurred by the Partnership in connection with the various
unsolicited tender offers made for Partnership Interests.

     The increase in interest income for the three and nine month periods
ended September 30, 1998 as compared to the same periods in 1997 is due
primarily to an increase in the average balances invested in interest
bearing accounts during 1998.

     The increase in equity in earnings (losses) of unconsolidated ventures
for the nine months ended September 30, 1998 as compared to the same period
in 1997 is due to the Partnership's recognition of its share of the
earnings generated by A&D Title, L.P., a joint venture in which the
Partnership obtained a 50% ownership interest in July 1997.  Third quarter
1997 equity in earnings (losses) of unconsolidated ventures includes the
Partnership's share of the profits recognized from the sale of properties
held by the Tampa 301 Associates and Ocala 202 joint ventures in August
1997.  These transactions are the primary cause for the decrease in equity
in earnings (losses) of unconsolidated ventures for the three month period
ended September 30, 1998 as compared to the same period in 1997.



<PAGE>


PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     Reference is made to the Commitments and Contingencies Section of
Notes for a detailed discussion regarding certain lawsuits which 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, which discussion is hereby incorporated herein by reference.

     On or about September 27, 1996, a lawsuit entitled Vanderbilt Income
and Growth Associates, L.L.C. and Raleigh Capital Associates L.P.,
individually and derivatively on behalf of Arvida/JMB Partners, L.P. v.
Arvida/JMB Managers, Inc., Judd D. Malkin, Neil G. Bluhm, Burton E. Glazov,
Stuart C. Nathan, A. Lee Sacks, John G. Schreiber, BSS Capital II, L.L.C.,
Starwood Capital Group I, L.P., Starwood/Florida Funding, L.L.C., Starwood
Opportunity Fund, IV, L.P. and Barry Sternlicht, defendants, and Arvida/JMB
Partners, L.P., nominal defendant, was filed in the Court of Chancery of
the State of Delaware in and for New Castle County, Civil Action No. 15238
("Raleigh action").  The Raleigh action was filed as a verified complaint
for declaratory and injunctive relief.  Plaintiffs claimed that the
defendants, in entering into a financing commitment letter for a proposed
$160 million term loan from Starwood/Florida Funding L.L.C. (the "Starwood
financing"), violated, or aided and abetted, or participated in the
violation of, fiduciary duties owed to the Partnership and the Holders of
Interests, and put their personal interests ahead of the interests of the
Partnership and the Holders of Interests.  In the first claim for relief,
plaintiffs sought a declaratory judgment that the terms of the Starwood
financing be declared null, void and unenforceable.  In the second claim
for relief, plaintiffs asserted a claim derivatively on behalf of the
Partnership alleging, among other things, that the financing commitment
letter for the Starwood financing was not the product of a valid exercise
of business judgment.  In addition to relief described above, plaintiffs
sought to preliminarily and permanently enjoin any actions in furtherance
of the financing commitment letter, an award of compensatory damages,
interest, costs and disbursements, including reasonable attorneys' and
experts' fees and such other relief as the Court might deem just and
proper.  The General Partner and the Partnership filed a motion to dismiss
the Raleigh action, which motion was granted on November 7, 1996.  In
granting the motion, the Court held that Raleigh was not a Limited Partner
and did not have standing to file the derivative claims.  The Court further
determined that Raleigh did not have the right to vote.  Plaintiffs asked
the Court to reconsider its ruling, but the Court denied the request to
change its ruling.

     Plaintiffs appealed the November 7, 1996 dismissal order.  On December
12, 1996, the Delaware Supreme Court reversed the trial court order on a
procedural ground.  The Delaware Supreme Court concluded that the trial
court should not have considered matters outside of the pleadings in
dismissing the Raleigh action without providing the plaintiffs some limited
discovery.  Accordingly, the Delaware Supreme Court remanded the case back
to the trial court for further proceedings.

     On December 16, 1996, the Partnership filed a counterclaim against
Vanderbilt Income and Growth Associates, L.L.C. and Raleigh Capital
Associates L.P. ("Raleigh"), seeking a declaratory judgment that Raleigh
had no right to vote on Partnership matters.  On January 28, 1997, the
trial court granted plaintiffs leave to dismiss their own complaint
concerning the Starwood financing, leaving the Partnership's counterclaim
pending.

     By letter dated January 10, 1997, Raleigh requested admission as a
Substituted Limited Partner of the Partnership.  The Partnership referred
the request to a special committee ("the Special Committee") consisting of
certain directors of the General Partner.  On February 11, 1997, the
Special Committee denied the request.  Thereafter, the Partnership
supplemented its counterclaim, as amended, to seek a court declaration that


<PAGE>


Raleigh is not entitled to be admitted as a Substituted Limited Partner. 
On February 20, 1997, Raleigh filed a reply and counterclaim against the
Partnership, the General Partner, and the Special Committee.  The reply
counterclaim, sought among other things, a declaration that Raleigh has
voting rights in the Partnership and that defendants breached their
fiduciary duties by failing to admit Raleigh as a Substituted Limited
Partner.  The reply counterclaim also sought to enjoin the Partnership, the
General Partner, and the Special Committee from refusing to admit Raleigh
as a Substituted Limited Partner, an award of damages, interest, fees, and
costs.

     On or about February 28, 1997, Gladys Beasley, individually and as a
representative of a class of persons similarly situated, filed an
intervenor complaint for declaratory relief against the Partnership.  In
the intervenor complaint, plaintiff sought a declaration that purchasers
who obtained Interests in the Partnership in the public offering and
subsequent Holders of Interests in the Partnership by assignment from
original Holders have the same voting rights in the Partnership, among
other things, to remove and replace the General Partner.  In addition,
plaintiff Gladys Beasley sought an order adjudging and decreeing that the
intervenor action was properly maintained as a class, an award of her costs
and expenses of the litigation, and such other relief as the Court deemed
appropriate.

     The trial of all claims in the Raleigh action was held on April 7,
1997 through April 9, 1997.  In a memorandum opinion dated may 23, 1997,
the Court concluded that, while neither the partnership agreement nor the
assignment agreement of the Partnership expressly states whether subsequent
Holders of Interests have voting rights, a reasonable investor could have
read the operative agreements as providing that subsequent Holders of
Interests, such as Raleigh, have voting rights.  The Partnership believed,
among other things, that the Court erred in its application of the law to
the facts on this issue and appealed the Court's decision on this aspect of
the case.  On the issue of whether the Special Committee properly denied
Raleigh's request for admission as a Substituted Limited Partner, the Court
upheld the denial of Raleigh's request.  By order dated June 9, 1998, and
after appeal of this matter to the Delaware Supreme Court, the Delaware
Supreme Court affirmed the trial court on all issues.  The Partnership
expects counsel for Raleigh and counsel for the intervening class will seek
an award of attorneys fees, although no such application for award of fees
has been filed to date.

     On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. The multi-count lawsuit, as amended, is brought as a
class action, and individually, on behalf of various residents of the
Broken Sound Community, and alleges that defendants engaged in various acts
of misconduct in, among other things, the establishment, operation,
management and marketing of the Broken Sound golf course and recreational
facilities, as well as the alleged improper failure to turn over said
facilities to the Broken Sound homeowners on a timely basis.  Plaintiffs
seek, through various theories, including but not limited to breach of
ordinance, fiduciary duty, fraud, constructive trust and civil theft,
damages in excess of $45 million, the appointment of a receiver for the
Broken Sound Club, other unspecified compensatory damages, the right to
seek punitive damages, treble damages, prejudgment interest, attorneys'
fees and costs.  The Partnership believes that the lawsuit is without merit
and intends to vigorously defend itself in this matter.

     On or about July 30, 1996, Savoy v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida/JMB Partners, Ltd., and Broken Sound Club, Inc. was
filed against the Partnership and others in the Circuit Court of the 15th
Judicial Circuit, in and for Palm Beach County, Florida.  The lawsuit is
filed as a three-count complaint for dissolution of the Broken Sound Club,
Inc. ("Club"), and seeks, among other things, the appointment of a
custodian or receiver for the Club, a determination that certain acts be


<PAGE>


deemed wrongful, the return to the Club of in excess of $2.5 million in
alleged "operating profits", an injunction against the charging of certain
dues, an injunction requiring the Club to produce certain financial
statements, and such other relief as the Court deems just, fair and proper.
This lawsuit has been consolidated with the Council of Village case.  The
Partnership believes the lawsuit is without merit and intends to vigorously
defend itself.

     In April 1997, the Court issued an order certifying as a class action
claims respecting the alleged violation of the Boca Raton ordinances.  Both
plaintiffs and defendants appealed the certification order.  On appeal, the
appellate court approved certification of a class action for the following
counts:  breach of ordinance, breach of fiduciary duty, civil theft (treble
damages), breach of a constructive trust and unjust enrichment.  The
Partnership has filed a motion for rehearing of the issues before the
appellate court.  Plaintiffs in the Savoy action moved for an appointment
of a receiver over the Club.  The Partnership moved to strike the motion
and the Court granted the Partnership's motion.  The Partnership has filed
a third-party complaint for indemnification and contribution against Disney
in these consolidated actions in the event the Partnership is held liable
for acts taken by a subsidiary of Disney prior to the Partnership's
involvement in the Club and property.

     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.  However, reference is made
to the Commitments and Contingencies Section of the Notes for a discussion
of certain claims asserted by Merrill Lynch for indemnification by the
Partnership and the General Partner in connection with claims for
arbitration filed by certain investors in the Partnership.



<PAGE>


     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.    Amendment to Credit Agreement.

            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.

            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.

            Absolute Assignment of Deed to Secure Debt and Other
Documents.

    4.2.    Consolidated and Restated Term Loan Promissory Note of the
Certain term Loan Promissory Notes dated July 31, 1997 in Favor of Barnett
Bank, N.A., First Union National Bank, BankBoston, N.A., and Bank United.

            Term Loan Promissory Note dated September 1, 1998 Payable to
the Order of First Union National Bank.

            Consolidated and Restated Line of Credit Promissory Note of
the Certain Line of Credit Promissory Notes dated July 31, 1997 in Favor of
Barnett Bank, N.A., First Union National Bank, BankBoston, N.A., and Bank
United.

            Line of Credit Promissory Note dated September 1, 1998 Payable
to the Order of First Union National Bank.

            Consolidated and Restated Demand Note Letter of Credit Line
Promissory Note of the Certain Consolidated and Restated Demand Note Letter
of Credit Line Promissory Note dated July 31, 1997 in favor of Barnett
Bank, N.A., First Union National Bank, BankBoston, and Bank United.

            Letter of Credit Line Demand Note dated September 1, 1998
Payable to the Order of First Union National Bank.

    4.3.    Bifurcation of Note Agreement of that Certain Consolidated and
Restated Term Loan Promissory Note dated September 1, 1998.

            Exhibit A to Bifurcation of Note Agreement - Term Loan
Promissory Note dated September 1, 1998 Payable to the Order of First Union
National Bank.

            Exhibit B to Bifurcation of Note Agreement - Term Loan
Promissory Note dated September 1, 1998 Payable to the Order of First Union
National Bank.

            Bifurcation of Note Agreement of that Certain Consolidated and
Restated Line of Credit Promissory Note dated September 1, 1998.

            Exhibit A to Bifurcation of Note Agreement - Line of Credit
Promissory Note dated September 1, 1998 Payable to the Order of First Union
National Bank.



<PAGE>


            Exhibit B to Bifurcation of Note Agreement - Line of Credit
Promissory Note dated September 1, 1998 Payable to the Order of First Union
National Bank.

            Bifurcation of Note Agreement of that Certain Consolidated and
Restated Demand Note Letter of Credit dated September 1, 1998.

            Exhibit A to Bifurcation of Note Agreement - Letter of Credit
Line Demand Note dated September 1, 1998 Payable to the Order of First
Union National Bank.

            Exhibit B to Bifurcation of Note Agreement - Letter of Credit
Line Demand Note dated September 1, 1998 Payable to the Order of First
Union National Bank.

    4.4.    Renewal Term Loan Promissory Note dated September 1, 1998.

            Renewal Line of Credit Promissory Note dated September 1,
1998.

            Renewal Demand Note Letter of Credit Line dated September 1,
1998.

    10.1.   Asset Purchase Agreement by and between Gulf and Pacific
Communications Limited Partnership and Schurz Communications, Inc. dated as
of July 15, 1998.

    27.     Financial Data Schedule

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

            *  Previously filed with the Securities and Exchange
Commission as Exhibits 3. and 4.0, 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 since the beginning
of the last quarter of the period covered by this report.





<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: November 11, 1998


     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: November 11, 1998