SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C.   20549



                                   FORM 10-Q



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




For the quarter ended
March 31, 2001                                     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 . . . . . . . . . . . . . . . . . . . . . .     14




PART II     OTHER INFORMATION


Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . .     19

Item 6.     Exhibits and Reports on Form 8-K . . . . . . . . . . .     21



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


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

                          CONSOLIDATED BALANCE SHEETS

                     MARCH 31, 2001 AND DECEMBER 31, 2000


                                    ASSETS
                                    ------

                                                MARCH 31,     DECEMBER 31,
                                                  2001           2000
                                               (Unaudited)    (See Note)
                                              -------------   -----------

Cash and cash equivalents. . . . . . . . . .  $  33,102,067    68,979,280
Restricted cash. . . . . . . . . . . . . . .     22,236,014    23,045,284
Trade and other accounts receivable
  (net of allowance for doubtful
  accounts of $343,545 at March 31,
  2001 and $445,793 at December 31,
  2000). . . . . . . . . . . . . . . . . . .      4,029,722     3,963,461
Real estate inventories. . . . . . . . . . .    133,393,371   129,728,708
Property and equipment, net. . . . . . . . .     44,650,643    41,620,336
Investments in and advances to
  joint ventures, net. . . . . . . . . . . .        314,264       415,838
Equity memberships . . . . . . . . . . . . .         20,000        20,000
Amounts due from affiliates, net . . . . . .        127,329       485,056
Prepaid expenses and other assets. . . . . .      8,869,221     8,697,427
                                               ------------  ------------

          Total assets . . . . . . . . . . .   $246,742,631   276,955,390
                                               ============  ============



<PAGE>


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

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)



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

                                                MARCH 31,     DECEMBER 31,
                                                  2001           2000
                                               (Unaudited)    (See Note)
                                              -------------   -----------
Liabilities:
  Accounts payable . . . . . . . . . . . . .   $ 19,355,424    19,024,568
  Deposits . . . . . . . . . . . . . . . . .     32,282,408    34,096,243
  Accrued expenses and other
    liabilities. . . . . . . . . . . . . . .     10,889,019    13,510,444
  Notes and mortgages payable, net . . . . .     13,191,632    11,356,785
                                               ------------  ------------

  Commitments and contingencies

          Total liabilities. . . . . . . . .     75,718,483    77,988,040
                                               ------------  ------------

Partners' capital accounts:
  General Partner and
   Associate Limited Partners:
    Capital contributions. . . . . . . . . .         20,000        20,000
    Cumulative net income. . . . . . . . . .     72,924,003    72,754,546
    Cumulative cash distributions. . . . . .    (71,427,626)  (66,938,738)
                                               ------------  ------------
                                                  1,516,377     5,835,808
                                               ------------  ------------
  Limited Partners:
    Capital contributions,
      net of offering costs. . . . . . . . .    364,841,815   364,841,815
    Cumulative net income. . . . . . . . . .    272,294,092   255,517,863
    Cumulative cash distributions. . . . . .   (467,628,136) (427,228,136)
                                               ------------  ------------
                                                169,507,771   193,131,542
                                               ------------  ------------
          Total partners' capital
            accounts . . . . . . . . . . . .    171,024,148   198,967,350
                                               ------------  ------------

          Total liabilities and
            partners' capital. . . . . . . .   $246,742,631   276,955,390
                                               ============  ============


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








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


<PAGE>


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

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)


                                                   2001           2000
                                                -----------    ----------
Revenues:
  Housing. . . . . . . . . . . . . . . . . . .  $79,469,880    57,015,042
  Homesites. . . . . . . . . . . . . . . . . .       63,000     1,325,294
  Land and property. . . . . . . . . . . . . .      304,080     6,131,024
  Operating properties . . . . . . . . . . . .    4,741,040     4,003,252
  Brokerage and other operations . . . . . . .      984,840     1,097,143
                                                -----------   -----------
        Total revenues . . . . . . . . . . . .   85,562,840    69,571,755
                                                -----------   -----------
Cost of revenues:
  Housing. . . . . . . . . . . . . . . . . . .   59,865,165    46,705,676
  Homesites. . . . . . . . . . . . . . . . . .       37,457       908,104
  Land and property. . . . . . . . . . . . . .       21,848     4,206,974
  Operating properties . . . . . . . . . . . .    3,951,405     3,853,097
  Brokerage and other operations . . . . . . .    1,296,362       987,710
                                                -----------   -----------
        Total cost of revenues . . . . . . . .   65,172,237    56,661,561
                                                -----------   -----------
Gross operating profit . . . . . . . . . . . .   20,390,603    12,910,194
Selling, general and administrative
  expenses . . . . . . . . . . . . . . . . . .   (4,414,484)   (5,071,030)
                                                -----------   -----------
        Net operating income . . . . . . . . .   15,976,119     7,839,164

Interest income. . . . . . . . . . . . . . . .    1,032,795     1,212,352
Equity in earnings (losses) of uncon-
  solidated ventures . . . . . . . . . . . . .      (54,485)       30,804
Interest and real estate taxes,
  net of amounts capitalized . . . . . . . . .       (8,743)     (456,564)
                                                -----------   -----------
        Income before extraordinary item . . .   16,945,686     8,625,756

Extraordinary item:
  Gain on extinguishment of debt . . . . . . .        --        6,205,044
                                                -----------   -----------
        Net income . . . . . . . . . . . . . .  $16,945,686    14,830,800
                                                ===========   ===========

        Income before extraordinary
          item per Limited Partnership
          Interest . . . . . . . . . . . . . .  $     41.53         21.14
        Extraordinary item per
          Limited Partnership Interest . . . .        --            15.20
                                                -----------   -----------
        Net income per Limited Partnership
          Interest . . . . . . . . . . . . . .  $     41.53         36.34
                                                ===========   ===========

        Cash distributions per Limited
          Partnership Interest . . . . . . .    $    100.00        119.71
                                                ===========   ===========




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


<PAGE>


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

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                  THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)

                                                   2001           2000
                                                -----------    ----------
Net income . . . . . . . . . . . . . . . . . .  $16,945,686    14,830,800
Charges (credits) to net income not
 requiring (providing) cash:
  Depreciation and amortization. . . . . . . .    1,097,976       740,570
  Equity in (earnings) losses of uncon-
    solidated ventures . . . . . . . . . . . .       54,485       (30,804)
  Provision for doubtful accounts. . . . . . .        7,609       (26,893)
  Extraordinary gain on extinguishment
    of debt. . . . . . . . . . . . . . . . . .        --       (6,205,044)
  Gain on sale of property and equipment . . .        --         (182,702)
Changes in:
  Restricted cash. . . . . . . . . . . . . . .      809,270    (3,895,057)
  Trade and other accounts receivable. . . . .      (73,870)   23,173,235
  Real estate inventories:
    Additions to real estate inventories . . .  (58,837,859)  (62,892,278)
    Cost of sales. . . . . . . . . . . . . . .   56,244,105    47,400,906
    Capitalized interest . . . . . . . . . . .     (314,904)     (633,163)
    Capitalized real estate taxes. . . . . . .     (755,995)     (850,912)
  Equity memberships . . . . . . . . . . . . .        --        1,667,120
  Amounts due from affiliates, net . . . . . .      357,717       (78,515)
  Prepaid expenses and other assets. . . . . .     (366,377)     (928,697)
  Accounts payable, accrued expenses
    and other liabilities. . . . . . . . . . .   (2,315,370)   (1,399,932)
  Deposits and unearned income . . . . . . . .   (1,813,835)       48,253
                                                -----------   -----------
          Net cash provided by
            operating activities . . . . . . .   11,038,638    10,736,887
                                                -----------   -----------
Investing activities:
  Additions to property and equipment. . . . .   (3,938,693)     (271,324)
  Proceeds from sales of property
    and equipment. . . . . . . . . . . . . . .        4,993       206,000
  Joint venture distributions. . . . . . . . .       71,890        43,876
                                                -----------   -----------
          Net cash used in
            investing activities . . . . . . .   (3,861,810)      (21,448)
                                                -----------   -----------
Financing activities:
  Proceeds from notes and mortgages
    payable. . . . . . . . . . . . . . . . . .    1,834,847         --
  Payments of notes and mortgages payable. . .        --       (8,750,000)
  Distributions to General Partner and
    Associate Limited Partners . . . . . . . .   (4,488,888)  (13,638,944)
  Distributions to Limited Partners. . . . . .  (40,400,000)  (48,361,056)
                                                -----------   -----------
          Net cash used in
            financing activities . . . . . . .  (43,054,041)  (70,750,000)
                                                -----------   -----------
Decrease in Cash and cash equivalents. . . . .  (35,877,213)  (60,034,561)
Cash and cash equivalents,
  beginning of period. . . . . . . . . . . . .   68,979,280    71,965,185
                                                -----------   -----------
Cash and cash equivalents,
  end of period. . . . . . . . . . . . . . . .  $33,102,067    11,930,624
                                                ===========   ===========

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


<PAGE>


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

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            MARCH 31, 2001 AND 2000
                                  (UNAUDITED)


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

GENERAL

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

     Capitalized Interest and Real Estate Taxes

     Interest, including the amortization of loan fees, of $314,904 and
$633,163 was incurred for the three months ended March 31, 2001 and 2000,
respectively, all of which was capitalized.  Interest payments, including
amounts capitalized, of $221,231 and $667,187 were made during the three
months ended March 31, 2001 and 2000, respectively.  The decrease in
interest incurred and paid during the three month period ended March 31,
2001 as compared to the same period in 2000 is due to the decrease in the
average amount of debt outstanding during the periods.

     Real estate taxes of $764,737 and $1,307,474 were incurred for the
three months ended March 31, 2001 and 2000, respectively, of which $755,995
and $850,912 were capitalized, respectively.  As the Partnership undertakes
development of the final phases of its remaining Communities, a larger
portion of real estate taxes incurred have become eligible for
capitalization.  This is the cause for the decrease in interest and real
estate taxes, net of amounts capitalized on the accompanying consolidated
statements of operations for the first quarter of 2001 as compared to the
same period in 2000.  Real estate tax payments of $31,092 and $58,621 were
made during the three months ended March 31, 2001 and 2000, respectively.
In addition, real estate tax reimbursements totaling $56,228 and $58,375
were received from the Partnership's escrow agent during the three months
ended March 31, 2001 and 2000, respectively.  The preceding analysis of
real estate taxes does not include real estate taxes incurred or paid with
respect to the Partnership's club facilities and other operating properties
as these taxes are included in cost of revenues for operating properties.

     Property and Equipment and Other Assets

     Depreciation expense of $903,393 and $579,655 was recorded for the
three months ended March 31, 2001 and 2000, respectively.  Amortization of
other assets, excluding loan fees, of $119,583 and $98,415 was recorded for
the three months ended March 31, 2001 and 2000, respectively.  Amortization
of loan fees, which is included in interest expense, of $75,000 and $62,500
was recorded for the three months ended March 31, 2001 and 2000,
respectively.



<PAGE>


     The increase in Property and equipment at March 31, 2001 as compared
to December 31, 2000 on the accompanying consolidated balance sheets is due
primarily to the ongoing construction of The Shoppes of Town Center in
Weston (see related discussion in Notes and Mortgages Payable, below) as
well as the construction of a new tennis facility at one of the
Partnership's clubs in Weston.  This construction is also the primary cause
for the increase in Additions to property and equipment on the accompanying
consolidated statements of cash flows for the three month period ended
March 31, 2001 as compared to the three month period ended March 31, 2000.

     Partnership Distributions

     During January 2001, the Partnership made a distribution for 2000 of
$40,400,000 to its Holders of Interests ($100.00 per Interest) and
$4,488,888 to the General Partner and Associate Limited Partners,
collectively.  This distribution is the primary cause for the decrease in
Cash and cash equivalents on the accompanying consolidated balance sheets
at March 31, 2001 as compared to December 31, 2000.

     In February 2000, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$13,638,944.  Such amount included approximately $1,259,000 previously
deferred by the General Partner and Associate Limited Partners,
collectively, out of their share of the August 1997 distribution in
connection with the settlement of certain litigation, as well as
approximately $6,306,000 of the total $12,541,500 that had previously been
deferred pursuant to the terms of the Partnership Agreement.  In April and
May 2000, distributions of approximately $23,100 were paid or deemed paid
to the General Partner and Associate Limited Partners, including
approximately $18,900 of net cash flow distributions that had previously
been deferred pursuant to the terms of the Partnership Agreement.  In
August 2000, a distribution of approximately $8,030,000 was made to the
General Partner and Associate Limited Partners which included the remaining
amount of net cash flow distributions that had previously been deferred of
approximately $6,216,600.

     Reclassifications

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

NOTES AND MORTGAGES PAYABLE

     At March 31, 2001, there was no balance outstanding on the revolving
line of credit, and the balance outstanding on the letter of credit
facility was approximately $287,000.  The Partnership paid off the balance
outstanding under its term loan in December 2000.

     In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,000 net leasable square feet.  The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions.  At March 31,
2001, the balance outstanding on the loan was approximately $13,191,600.
Interest on the loan is payable monthly based on the relevant LIBOR rate
plus 1.8% per annum during the first year of the loan.  Thereafter, subject
to the satisfaction of certain conditions, including, among other things,
the lien-free completion of construction of the retail/office plaza by
June 1, 2001, the maturity date for the loan would be extended for two
years and monthly payments of principal and interest would be due on the
loan based upon a 25 year loan amortization schedule.  The loan may be
prepaid in whole or in part at anytime, provided that the borrower pays any


<PAGE>


costs or expenses of the lender incurred as a result of a prepayment on a
date other than the last day of a LIBOR interest period.  Construction of
The Shoppes of Town Center in Weston commenced in March 2000 and is
expected to be completed in the fourth quarter of 2001.  The Partnership
has requested an extension of the one year period for completion of
construction currently required under the loan, and the lender has
requested that certain conditions be satisfied before agreeing to such
extension.  The Partnership expects the loan will be extended.  In the
absence of such extension, the Partnership would be required to repay the
loan on June 1, 2001 and to pay the remaining construction costs for The
Shoppes of Town Center in Weston from reserves and cash generated from
operations.  Currently, the property is approximately 79% pre-leased to
tenants.

TRANSACTIONS WITH AFFILIATES

     The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for insurance brokerage and certain other
administrative services to be performed in connection with the
administration of the Partnership and its assets.  The total of such costs
for the three months ended March 31, 2001 was approximately $13,800, all of
which was paid as of April 26, 2001.  The total of such costs for the three
months ended March 31, 2000 was approximately $16,600.  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 $321,600 and $358,100 for the three months ended
March 31, 2001 and 2000, respectively, all of which were paid as of
April 26, 2001.

     The Partnership receives reimbursements from or reimburses other
affiliates of the General Partner engaged in real estate activities for
certain general and administrative costs including, and without limitation,
salaries and salary-related costs relating to work performed by employees
of the Partnership and certain out-of-pocket expenditures incurred on
behalf of such affiliates.  For the three month period ended March 31,
2001, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $61,200.  At March 31, 2001, the
Partnership owed these affiliates approximately $30,100 for reimbursement
of amounts overpaid in previous periods, all of which was paid as of April
26, 2001.  For the three month period ended March 31, 2000, the Partnership
was entitled to reimbursements of approximately $156,300.

     For the three month periods ended March 31, 2001 and 2000, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $2,842,500 and $2,897,200, respectively, for
the services provided to the Partnership by St. Joe/Arvida pursuant to a
sub-management agreement for development and management supervisory and
advisory services (and personnel with respect thereto) to the Partnership.
At March 31, 2001, the Partnership owed St. Joe/Arvida approximately
$193,100 for services provided pursuant to this agreement, all of which was
paid as of April 26, 2001.  The Partnership also receives reimbursement
from St. Joe/Arvida for certain general and administrative costs including,
and without limitation, salaries and salary-related costs relating to work
performed by employees of the Partnership on behalf of St. Joe/Arvida.  For
the three month periods ended March 31, 2001 and 2000, the Partnership was
entitled to reimbursement of such costs totaling approximately $1,070,400
and $589,600, respectively, from St. Joe/Arvida or its affiliates.  Of this
amount, approximately $312,500 was owed to the Partnership at March 31,
2001, all of which was received as of April 26, 2001.



<PAGE>


     The Partnership pays for certain general and administrative costs on
behalf of its clubs, homeowner associations and maintenance associations
(including salaries and salary-related costs and legal fees).  The
Partnership receives reimbursements from these entities for such costs.
For the three month periods ended March 31, 2001 and 2000, the Partnership
was entitled to receive approximately $59,600 and $364,500, respectively,
from these entities.  At March 31, 2001, approximately $16,800 was owed to
the Partnership, of which approximately $1,500 was received as of April 26,
2001.

     The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its equity clubs and
homeowners associations.  Pursuant to these agreements, the Partnership is
entitled to receive management fees for the services provided to these
entities.  Due to the timing of the cash flows generated from these
entities' operations, such fees are typically paid in arrears.  For the
three months ended March 31, 2001 and 2000, the Partnership was entitled to
receive approximately $79,100 and $198,200, respectively.  At March 31,
2001, approximately $18,400 was unpaid, none of which was received as of
April 26, 2001.

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

EXTRAORDINARY GAIN

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

COMMITMENTS AND CONTINGENCIES

     As security for performance of certain development obligations, the
Partnership is contingently liable under standby letters of credit and
performance bonds for approximately $287,300 and $16,066,100, respectively,
at March 31, 2001.  In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $311,300 at March 31, 2001.

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

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



<PAGE>


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

     One of the Partnership's insurance carriers has been funding
settlements of various litigation related to Hurricane Andrew.  In some,
but not all, instances, the insurance carrier has provided the Partnership
with written reservation of rights letters.  The aggregate amount of the
settlements funded to date by this carrier is approximately $9.93 million.
The insurance carrier that funded these settlements pursuant to certain
reservations of rights has stated its position that it has done so pursuant
to various non-waiver agreements.  The carrier's position was that these
non-waiver agreements permitted the carrier to fund settlements without
preventing the carrier from raising insurance coverage issues or waiving
such coverage issues.  On May 23, 1995, the insurance carrier rescinded the
various non-waiver agreements currently in effect regarding the remainder
of the Hurricane Andrew litigation, allegedly without waiving any future
coverage defenses, conditions, limitations, or rights.  For this and other
reasons, the extent to which the insurance carrier may recover any of these
proceeds from the Partnership is uncertain.  Therefore, the accompanying
consolidated financial statements do not reflect any accrual related to
this matter.

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

     The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight and Nine Maintenance Associates, Inc.,
v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No. 95-
23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida.  The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997.  In the case, plaintiffs
seek damages, attorneys' fees and costs on behalf of the 460 building units


<PAGE>


they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs.  Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings.  In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties.  In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the Community to the residents.  Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership.  The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact, which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings.  On or about April 9, 1999, plaintiffs supplied a budget
estimate for repairs of the alleged defects and damages based on a limited
survey of nine buildings, only, out of a total of 115 buildings.  Based on
this limited survey and assuming that the same alleged defects and damages
show up with the same frequency in the entire 460 building units,
plaintiffs estimate the total repairs to cost approximately $7.0 million.
Based on the allegations of the amended complaint, it would appear
plaintiffs would seek to hold the Partnership responsible for approximately
$1.4 million of this amount.  Discovery in this litigation is in its early
stages.  The Partnership has not had an opportunity to examine all of the
buildings nor fully assess the alleged merits of the plaintiffs' report.
The Partnership is currently being defended by counsel for one of its
insurance carriers.  The Partnership has agreed in principle to settle the
claims brought in connection with Lakes of the Meadows Village Homes
Condominium No. 8 Maintenance Association, Inc. for a payment of $155,000
to be funded by one of the Partnership's insurance carriers.  The
Partnership can give no assurance that the settlement will be consummated.
In the event the settlement is not consummated, the Partnership intends to
vigorously defend itself against the claims of this condominium
association, as well as those made by the other associations, by, among
other things, pursuing its defenses of release.

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


<PAGE>


Merrill Lynch in the course of Merrill Lynch's solicitation of
subscriptions for, and sale of, Interests.  The Partnership is unable to
determine at this time the ultimate investment of investors who have filed
arbitration claims as to which Merrill Lynch might seek indemnification in
the future.  At this time, and based upon the information presently
available about the arbitration statements of claims filed by some of these
investors, the Partnership and its General Partner believe that they have
meritorious defenses to demands for indemnification made by Merrill Lynch.
Although there can be no assurance regarding the outcome of the claims for
indemnification, at this time, based on information presently available
about such arbitration statements of claims, the Partnership and its
General Partner do not believe that the demands for indemnification by
Merrill Lynch will have a material adverse effect on the financial
condition of the Partnership.

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

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


SUBSEQUENT EVENTS

     In April 2001, distributions totaling $22,901 (approximately $.05 per
Interest), and $2,545 were paid or deemed to be paid to the Holders of
Interests and to the General Partner and Associate Limited Partners,
respectively, a portion of which was remitted to the North Carolina tax
authorities on their behalf for the 2000 non-resident withholding tax.



<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

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

     At March 31, 2001 and December 31, 2000, the Partnership had
unrestricted Cash and cash equivalents of approximately $33,102,100 and
$68,979,300, respectively.  The decrease in Cash and cash equivalents at
March 31, 2001 as compared to December 31, 2000 is due primarily to
distributions to partners and Holders of Interests made in January 2001
totaling approximately $44,888,900, of which $40,400,000 was distributed to
the Holders of Interests ($100.00 per Interest), and approximately
$4,488,900 was distributed to the General Partner and Associate Limited
Partners, collectively.

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

     At March 31, 2001, there was no balance outstanding under the
revolving line of credit, and the balance outstanding on the letter of
credit facility was approximately $287,000.  The Partnership paid off the
balance outstanding under its term loan in December 2000.  Interest on the
credit facility is based, at the Partnership's option, on the relevant
LIBOR plus 1.75% per annum or the lender's prime rate.  The Partnership has


<PAGE>


interest rate swap agreements that are still in effect with respect to
approximately $19.2 million of the term loan.  The interest rate swap
agreements fixed the interest rate under the term loan at 8.02% and 7.84%
with respect to $12,500,000 and $6,666,667, respectively, and amortize in
conjunction with the scheduled loan repayments.  These agreements expire on
July 31, 2001.

     In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,000 net leasable square feet.  The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions.  At March 31,
2001, the balance outstanding on the loan was approximately $13,191,600.
Interest on the loan is payable monthly based on the relevant LIBOR rate
plus 1.8% per annum during the first year of the loan.  Thereafter, subject
to the satisfaction of certain conditions, including, among other things,
the lien-free completion of construction of the retail/office plaza by
June 1, 2001, the maturity date for the loan would be extended for two
years and monthly payments of principal and interest would be due on the
loan based upon a 25 year loan amortization schedule.  The loan may be
prepaid in whole or in part at any time, provided that the borrower pays
any costs or expenses of the lender incurred as a result of a prepayment on
a date other than the last day of a LIBOR interest period.  Construction of
The Shoppes of Town Center in Weston commenced in March 2000 and is
expected to be completed in the fourth quarter of 2001.  The Partnership
has requested an extension of the one year period for completion of
construction currently required under the loan, and the lender has
requested that certain conditions be satisfied before agreeing to such
extension.  The Partnership expects the loan will be extended.  In the
absence of such extension, the Partnership would be required to repay the
loan on June 1, 2001, and to pay the remaining construction costs for The
Shoppes of Town Center in Weston from reserves and cash generated from
operations.  Currently, the property is approximately 79% pre-leased to
tenants.

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

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


<PAGE>


accrued interest of approximately $6.2 million, as reflected on the
accompanying Consolidated Statements of Operations for the three month
period ended March 31, 2000.  The sale of the lot inventory and equity
memberships resulted in a gain for financial reporting purposes and a loss
for Federal income tax reporting purposes.

     During February and March 2001, unsolicited tender offers for
Interests were made by:  (i) Smithtown Bay, LLC ("Smithtown") to purchase
up to 5,300 (approximately 1.3%) of the Interests for $350 per Interest;
(ii) CMG Partners, LLC ("CMG") to purchase up to 4.9% (approximately
19,800) of the Interests for $230 per Interest; (iii) Peachtree Partners
("Peachtree") to purchase up to 4.9% of the Interests for $225 per
Interest; and (iv) First Commercial Guaranty ("FCG") to purchase up to
14,667 (approximately 3.6%) of the Interests for $200 per Interest.  The
General Partner, on behalf of the Partnership, determined that each of the
CMG offer, the Peachtree offer and the FCG offer was inadequate and not in
the best interests of the Holders of Interests.  Accordingly, the General
Partner recommended that Holders of Interests reject each such offer and
not tender their Interests pursuant to such offer.  In addition, with
respect to Holders of Interests who have a current need or desire for
liquidity and who do not expect to retain their Interests through an
orderly liquidation of the Partnership, the General Partner recommended
that such Holders of Interests accept the Smithtown offer and tender their
Interests to Smithtown.  With respect to all other Holders of Interests,
the General Partner expressed no opinion and remained neutral in regard to
the Smithtown offer.

     CMG subsequently amended its offer to increase its purchase price to
$275 per Interest.  The General Partner, on behalf of the Partnership,
determined that CMG's amended offer was inadequate and not in the best
interests of Holders of Interests.  Accordingly, the General Partner
recommended that Holders of Interests reject CMG's amended offer and not
tender their Interests pursuant to such offer.  CMG's amended offer is
scheduled to expire in June 2001.  The other tender offers for Interests
discussed above expired in April 2001.

RESULTS OF OPERATIONS

     The results of operations for the three months ended March 31, 2001
and 2000, are primarily attributable to the development and sale or
operation of the Partnership's assets.

     For the three months ended March 31, 2001, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 265
housing units and one homesite.  This compares to closings in the first
quarter of 2000 of 302 housing units and 11 homesites, as well as the
remaining lots and equity memberships at The Cullasaja Club Community, a
commercial office building in Boca Raton, Florida, several one-story
commercial office buildings in Weston, and the bulk sale of 29 lots and the
sales center at its Waters Edge Community.  Outstanding contracts
("backlog") at March 31, 2001, were for 1,044 housing units, 6 homesites
and approximately two acres of developed land.  This compares to a backlog
at March 31, 2000 of 1,049 housing units, 24 homesites and approximately
two acres of developed land.

     The Partnership's remaining Communities are in various stages of
development, with estimated remaining build-outs ranging from one to two
years.  Notwithstanding the estimated duration of the build-outs, the
Partnership currently expects to complete an orderly liquidation of its
remaining assets by October 2002 with a winding up and final distribution
of any residual funds in 2004.  The Weston Community, located in Broward
County, Florida, is the Partnership's largest Community and is in its late-
stage of development.  In 2000, the remaining lots and equity club
memberships at the Cullasaja Club were sold, and the Partnership closed the


<PAGE>


sale of the remaining lots and the sales center at the Water's Edge
Community.  The Partnership's condominium project on Longboat Key, Florida,
known as Arvida's Grand Bay was completed in 1999, and all units were sold
and closed by January 2000.  The Jacksonville Golf & Country Club and the
River Hills Country Club Communities in Florida are in their final stages
of development.  Only builder units remain to be sold at Jacksonville Golf
& Country Club at March 31, 2001.  All of the remaining units in the
Partnership's Sawgrass Country Club, The Players Club at Sawgrass and
Dockside Communities in Jacksonville, Florida and Atlanta, Georgia were
sold and closed as of December 31, 1996.  In addition, the Broken Sound
Community, located in Boca Raton, Florida, had its final closings in 1995,
and during 2000, the Partnership assigned all of its remaining equity
interests in the Broken Sound Club back to the club and terminated its
interest in this project in connection with the settlement of certain
litigation.  Future revenues will be impacted to the extent there are lower
levels of inventories available for sale as the Partnership's remaining
Communities are sold or undertake their final phases.

     Housing revenues and gross operating profit margins for housing
revenues increased for the three month period ended March 31, 2001 as
compared to the same period in 2000 despite decreased closings due to a
change in the mix of product sold and an increase in the average price of
units closed in the Partnership's Weston Community.  Revenues generated
from the closing of units in Weston account for approximately 99% and 95%
of the housing revenues recognized for the three months ended March 31,
2001 and 2000, respectively.  The increase in housing revenues was
partially offset by decreased revenues at the Partnership's River Hills and
Water's Edge Communities due to lower amounts of inventory available for
sale as these Communities complete their final phases.  All of the
remaining units at Waters Edge closed during the first quarter of 2001, and
as of March 31, 2001, only two units remained to be sold at River Hills.

     The decrease in homesite revenues for the three month period ended
March 31, 2001 as compared to the same period in 2000 is due to the bulk
sale of the remaining lots in the Partnership's Waters Edge Community
during 2000, and lower amounts of inventory available for sale at River
Hills as this Community nears close out.

     Land and property revenues for the three months ended March 31, 2001
were generated from the recognition of profits from land sales closed in
prior years which had been deferred until the accounting criteria for
profit recognition had been met.  Land and property revenues for the three
months ended March 31, 2000 were generated primarily from the sales of the
remaining lots and equity memberships at The Cullasaja Club Community, a
commercial office building in Boca Raton, Florida, and several one-story
commercial office buildings in Weston.

     The increase in revenues from Operating properties for the three month
period ended March 31, 2001 as compared to the same period in 2000 is due
primarily to increased membership dues and fees at the Weston Hills Country
Club.  This increase in membership dues and fees is also the primary reason
for the increase in gross operating profit margins of Operating properties
for the three month period ended March 31, 2001 as compared to the same
period in 2000.

     The decrease in the gross operating profit margin from Brokerage and
other operations for the three month period ended March 31, 2001 as
compared to the same period in 2000 is due primarily to legal fees incurred
related to certain litigation pertaining to the Partnership's resale
brokerage operation.



<PAGE>


     Selling, general and administrative expenses include all marketing
costs, with the exception of those costs capitalized in conjunction with
the construction of housing units, as well as project and general
administrative costs.  These expenses are net of the marketing fees
received from third party builders.  Selling, general and administrative
expenses decreased for the three months ended March 31, 2001 as compared to
the same period in 2000 due primarily to the recording of a $435,000 legal
settlement in March 2000 in connection with certain litigation involving
River Hills, and decreased marketing costs resulting from the close out of
several of the Partnership's Communities and the late stage of development
of its remaining Communities.

     As the Partnership undertakes development of the final phases of its
remaining Communities, a larger portion of real estate taxes incurred have
become eligible for capitalization.  This is the cause for the decrease in
interest and real estate taxes, net of amounts capitalized on the
accompanying consolidated statements of operations for the first quarter of
2001 as compared to the same period in 2000.






<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.

     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.  In certain of the lawsuits injunctive relief and/or punitive
damages were sought.

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

     One of the Partnership's insurance carriers has been funding
settlements of various litigation related to Hurricane Andrew.  In some,
but not all, instances, the insurance carrier has provided the Partnership
with written reservation of rights letters.  The aggregate amount of the
settlements funded to date by this carrier is approximately $9.93 million.
The insurance carrier that funded these settlements pursuant to certain
reservations of rights has stated its position that it has done so pursuant
to various non-waiver agreements.  The carrier's position was that these
non-waiver agreements permitted the carrier to fund settlements without
barring the carrier from raising insurance coverage issues or waiving such
coverage issues.  On May 23, 1995, the insurance carrier rescinded the
various non-waiver agreements currently in effect regarding the remainder
of the Hurricane Andrew litigation, allegedly without waiving any future
coverage defenses, conditions, limitations, or rights.  For this and other
reasons, the extent to which the insurance carrier may recover any of these
proceeds from the Partnership is uncertain.  Therefore, the accompanying
consolidated financial statements do not reflect any accruals related to
this matter.



<PAGE>


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

     The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight and Nine Maintenance Associates, Inc.,
v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No. 95-
23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida.  The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997.  In the case, plaintiffs
seek damages, attorneys' fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs.  Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings.  In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties.  In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the community to the residents.  Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership.  The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact, which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings.  On or about April 9, 1999, plaintiffs supplied a budget
estimate for repairs of the alleged defects and damages based on a limited
survey of nine buildings, only, out of a total of 115 buildings.  Based on
this limited survey and assuming that the same alleged defects and damages
show up with the same frequency in the entire 460 building units,
plaintiffs estimate the total repairs to cost approximately $7.0 million.
Based on the allegations of the amended complaint, it would appear
plaintiffs would seek to hold the Partnership responsible for approximately
$1.4 million of this amount.  Discovery in this litigation is in its early
stages.  The Partnership has not had an opportunity to examine all of the
buildings nor fully assess the alleged merits of the plaintiffs' report.
The Partnership is currently being defended by counsel for one of its
insurance carriers.  The Partnership has agreed in principle to settle the
claims brought in connection with Lakes of the Meadows Village Homes
Condominium No. 8 Maintenance Association, Inc. for a payment of $155,000
to be funded by one of the Partnership's insurance carriers.  The
Partnership can give no assurance that the settlement will be consummated.
In the event the settlement is not consummated, the Partnership intends to
vigorously defend itself against the claims of this condominium
association, as well as those made by the other associations, by, among
other things, pursuing its defenses of release.

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




<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.*

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

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


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


<PAGE>


                                  SIGNATURES



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


                  ARVIDA/JMB PARTNERS, L.P.

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




                        By:    GAILEN J. HULL
                               Gailen J. Hull, Vice President
                        Date:  May 15, 2001


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




                        By:    GAILEN J. HULL
                               Gailen J. Hull, Principal Accounting Officer
                        Date:  May 15, 2001
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