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 June 30, 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 . . . . . . . . . . . . . . . . . . . .    15




PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    20

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    22



<PAGE>


PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS


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

                      CONSOLIDATED BALANCE SHEETS

                  JUNE 30, 2001 AND DECEMBER 31, 2000


                                ASSETS
                                ------

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

Cash and cash equivalents . . . . . . . .$ 66,279,724    68,979,280
Restricted cash . . . . . . . . . . . . .  21,423,102    23,045,284
Trade and other accounts receivable
  (net of allowance for doubtful
  accounts of $341,224 at June 30,
  2001 and $445,793 at December 31,
  2000) . . . . . . . . . . . . . . . . .   4,380,343     3,963,461
Real estate inventories . . . . . . . . . 119,957,971   129,728,708
Property and equipment, net . . . . . . .  49,051,947    41,620,336
Investments in and advances to
  joint ventures, net . . . . . . . . . .     301,259       415,838
Equity memberships. . . . . . . . . . . .      20,000        20,000
Amounts due from affiliates, net. . . . .     306,525       485,056
Prepaid expenses and other assets . . . .   8,171,488     8,697,427
                                         ------------  ------------

          Total assets. . . . . . . . . .$269,892,359   276,955,390
                                         ============  ============



<PAGE>


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

                CONSOLIDATED BALANCE SHEETS (CONTINUED)



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

                                          JUNE 30,      DECEMBER 31,
                                            2001           2000
                                         (Unaudited)    (See Note)
                                        -------------   -----------
Liabilities:
  Accounts payable. . . . . . . . . . . .$ 16,462,639    19,024,568
  Deposits. . . . . . . . . . . . . . . .  31,032,787    34,096,243
  Accrued expenses and other
    liabilities . . . . . . . . . . . . .  11,637,467    13,510,444
  Notes and mortgages payable, net. . . .  13,347,691    11,356,785
                                         ------------  ------------

  Commitments and contingencies

          Total liabilities . . . . . . .  72,480,584    77,988,040
                                         ------------  ------------

Partners' capital accounts:
  General Partner and
   Associate Limited Partners:
    Capital contributions . . . . . . . .      20,000        20,000
    Cumulative net income . . . . . . . .  73,188,164    72,754,546
    Cumulative cash distributions . . . . (71,433,215)  (66,938,738)
                                         ------------  ------------
                                            1,774,949     5,835,808
                                         ------------  ------------
  Limited Partners:
    Capital contributions,
      net of offering costs . . . . . . . 364,841,815   364,841,815
    Cumulative net income . . . . . . . . 298,446,048   255,517,863
    Cumulative cash distributions . . . .(467,651,037) (427,228,136)
                                         ------------  ------------
                                          195,636,826   193,131,542
                                         ------------  ------------
          Total partners' capital
            accounts. . . . . . . . . . . 197,411,775   198,967,350
                                         ------------  ------------

          Total liabilities and
            partners' capital . . . . . .$269,892,359   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>


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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                              THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                                 (UNAUDITED)

<caption>
                                                      THREE MONTHS ENDED           SIX MONTHS ENDED
                                                           JUNE 30                      JUNE 30
                                                 ---------------------------  --------------------------
                                                      2001           2000          2001          2000
                                                  ------------    ----------   -----------   -----------

                                              <c>             <c>          <c>           <c>
Revenues:
  Housing . . . . . . . . . . . . . . . . . . . . $101,886,029    91,034,754   181,355,909   148,049,796
  Homesites . . . . . . . . . . . . . . . . . . .      359,994       363,518       422,994     1,688,812
  Land and property . . . . . . . . . . . . . . .    5,046,979     2,514,978     5,351,059     8,646,002
  Operating properties. . . . . . . . . . . . . .    4,403,906     4,268,825     9,144,946     8,272,077
  Brokerage and other operations. . . . . . . . .      985,236     1,468,334     1,970,076     2,565,477
                                                   -----------   -----------   -----------   -----------
        Total revenues. . . . . . . . . . . . . .  112,682,144    99,650,409   198,244,984   169,222,164
                                                   -----------   -----------   -----------   -----------
Cost of revenues:
  Housing . . . . . . . . . . . . . . . . . . . .   73,063,691    71,751,247   132,928,856   118,456,923
  Homesites . . . . . . . . . . . . . . . . . . .      685,006       328,278       722,463     1,236,382
  Land and property . . . . . . . . . . . . . . .    4,406,578       913,623     4,428,426     5,120,597
  Operating properties. . . . . . . . . . . . . .    3,901,392     3,714,381     7,852,797     7,567,478
  Brokerage and other operations. . . . . . . . .      829,721     1,238,425     2,126,083     2,226,135
                                                   -----------   -----------   -----------   -----------
        Total cost of revenues. . . . . . . . . .   82,886,388    77,945,954   148,058,625   134,607,515
                                                   -----------   -----------   -----------   -----------
Gross operating profit. . . . . . . . . . . . . .   29,795,756    21,704,455    50,186,359    34,614,649
Selling, general and administrative
  expenses. . . . . . . . . . . . . . . . . . . .   (4,004,890)   (6,422,711)   (8,419,374)  (11,493,741)
                                                   -----------   -----------   -----------   -----------
        Net operating income. . . . . . . . . . .   25,790,866    15,281,744    41,766,985    23,120,908



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - Continued




                                                      THREE MONTHS ENDED           SIX MONTHS ENDED
                                                           JUNE 30                      JUNE 30
                                                 ---------------------------  --------------------------
                                                      2001           2000          2001          2000
                                                  ------------    ----------   -----------   -----------

Interest income . . . . . . . . . . . . . . . . .      631,177       446,231     1,663,972     1,658,583
Equity in earnings (losses) of uncon-
  solidated ventures. . . . . . . . . . . . . . .       31,630       149,300       (22,855)      180,104
Interest and real estate taxes,
  net of amounts capitalized. . . . . . . . . . .      (37,556)     (379,042)      (46,299)     (835,606)
                                                   -----------   -----------   -----------   -----------

        Income before extraordinary item. . . . .   26,416,117    15,498,233    43,361,803    24,123,989

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

        Net income. . . . . . . . . . . . . . . .  $26,416,117    15,498,233    43,361,803    30,329,033
                                                   ===========   ===========   ===========   ===========

        Income before extraordinary
          item per Limited Partnership
          Interest. . . . . . . . . . . . . . . .  $     64.73         37.93        106.26         59.07
        Extraordinary item per
          Limited Partnership Interest. . . . . .        --            --            --            15.20
                                                   -----------   -----------   -----------   -----------
        Net income per Limited Partnership
          Interest. . . . . . . . . . . . . . . .  $     64.73         37.93        106.26         74.27
                                                   ===========   ===========   ===========   ===========

        Cash distributions per Limited
          Partnership Interest. . . . . . . .      $      0.06          0.05        100.06        119.76
                                                   ===========   ===========   ===========   ===========



<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

                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                              (UNAUDITED)

                                             2001           2000
                                         ------------    ----------
Net income. . . . . . . . . . . . . . . . .$ 43,361,803  30,329,033
Charges (credits) to net income not
 requiring (providing) cash:
  Depreciation and amortization . . . . . . 2,201,581     1,508,497
  Equity in losses (earnings) of uncon-
    solidated ventures. . . . . . . . . . .    22,855      (180,104)
  Provision for doubtful accounts . . . . .     7,341       (21,231)
  Extraordinary gain on extinguishment
    of debt . . . . . . . . . . . . . . . .     --       (6,205,044)
  Gain on sale of property and equipment. .     --         (182,702)
Changes in:
  Restricted cash . . . . . . . . . . . . . 1,622,182    (8,033,944)
  Trade and other accounts receivable . . .  (424,223)   21,772,685
  Real estate inventories:
    Additions to real estate inventories. .(117,855,634)(132,345,463)
    Cost of sales . . . . . . . . . . . . .129,813,100  116,237,152
    Capitalized interest. . . . . . . . . .  (686,729)   (1,119,540)
    Capitalized real estate taxes . . . . .(1,500,000)   (1,801,792)
  Equity memberships. . . . . . . . . . . .     --        1,667,120
  Amounts due from affiliates, net. . . . .   178,531      (402,451)
  Prepaid expenses and other assets . . . .   136,774    (1,926,856)
  Accounts payable, accrued expenses
    and other liabilities . . . . . . . . .(4,459,729)    3,445,449
  Deposits and unearned income. . . . . . .(3,063,456)    2,765,969
                                         ------------   -----------
          Net cash provided by
            operating activities. . . . . .49,354,396    25,506,778
                                         ------------   -----------
Investing activities:
  Additions to property and equipment . . .(9,264,786)     (676,328)
  Proceeds from sales of property
    and equipment . . . . . . . . . . . . .    20,759       206,000
  Joint venture distributions . . . . . . .   116,547       186,961
                                         ------------   -----------
          Net cash used in
            investing activities. . . . . .(9,127,480)     (283,367)
                                         ------------   -----------
Financing activities:
  Proceeds from notes and mortgages
    payable . . . . . . . . . . . . . . . . 1,990,906     2,772,223
  Payments of notes and mortgages payable .     --       (8,750,000)
  Distributions to General Partner and
    Associate Limited Partners. . . . . . .(4,494,477)  (13,662,000)
  Distributions to Limited Partners . . . .(40,422,901) (48,379,920)
                                         ------------   -----------
          Net cash used in
            financing activities. . . . . .(42,926,472) (68,019,697)
                                         ------------   -----------
Decrease in Cash and cash equivalents . . .(2,699,556)  (42,796,286)
Cash and cash equivalents,
  beginning of period . . . . . . . . . . .68,979,280    71,965,185
                                         ------------   -----------
Cash and cash equivalents,
  end of period . . . . . . . . . . . . . .$ 66,279,724  29,168,899
                                         ============   ===========

              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

                        JUNE 30, 2001 AND 2000
                              (UNAUDITED)


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

GENERAL

     In the opinion of the General Partner, all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of
June 30, 2001 and December 31, 2000 and for the three and six months ended
June 30, 2001 and 2000.  The results of operations for the three and six
month periods ended June 30, 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 $686,729 and
$1,119,540 was incurred for the six months ended June 30, 2001 and 2000,
respectively, all of which was capitalized.  Interest payments, including
amounts capitalized, of $439,767 and $1,129,569 were made during the six
months ended June 30, 2001 and 2000, respectively.  Interest, including the
amortization of loan fees, of $371,825 and 486,377 was incurred for the
three months ended June 30, 2001 and 2000, respectively, all of which was
capitalized.  Interest payments, including amounts capitalized of $218,536
and $462,382 were made during the three months ended June 30, 2000 and
1999, respectively.  The decrease in interest incurred and paid during the
three and six month periods ending June 30, 2001 as compared to the same
periods in 2000 is due primarily to the overall decrease in the average
amount of debt outstanding during the periods.

     Real estate taxes of $1,546,299 and $2,637,398 were incurred for the
six months ended June 30, 2001 and 2000, respectively, of which $1,500,000
and $1,801,792 were capitalized, respectively.  Real estate tax payments of
$209,047 and $203,456 were made during the six months ended June 30, 2001
and 2000, respectively.  In addition, real estate tax reimbursements
totaling $160,258 and $89,956 were received from the Partnership's escrow
agent during the six months ended June 30, 2001 and 2000, respectively.
Real estate taxes of $781,561 and $1,329,922 were incurred for the three
months ended June 30, 2001 and 2000, respectively, of which $744,005 and
$950,880 were capitalized, respectively.  Real estate tax payments of
$177,954 and $144,835 were made during the three months ended June 30, 2001
and 2000, respectively.  In addition, real estate tax reimbursements
totaling $104,029 and $31,581 were received from the Partnership's escrow
agent during the three months ended June 30, 2001 and 2000, respectively.
The preceding analysis of real estate taxes does not include real estate
taxes incurred or paid with respect to the Partnership's club facilities
and other operating properties as these taxes are included in cost of
revenues for operating properties.




<PAGE>


     Property and Equipment and Other Assets

     Depreciation expense of $1,812,416 and $1,164,222 was recorded for the
six months ended June 30, 2001 and 2000, respectively.  Amortization of
other assets, excluding loan fees, of $239,165 and $210,942 was recorded
for the six months ended June 30, 2001 and 2000, respectively.
Amortization of loan fees, which is included in interest expense, of
$150,000 and $133,333 was recorded for the six months ended June 30, 2001
and 2000, respectively.  Depreciation expense of $909,023 and $584,567 was
recorded for the three months ended June 30, 2001 and 2000, respectively.
Amortization of other assets, excluding loan fees, of $119,582 and $112,527
was recorded for the three months ended June 30, 2001 and 2000,
respectively.  Amortization of loan fees, which is included in interest
expense, of $75,000 and $70,833 was recorded for the three months ended
June 30, 2001 and 2000, respectively.

     The increase in Property and equipment at June 30, 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 six month period ended
June 30, 2001 as compared to the six month period ended June 30, 2000.

     Partnership Distributions

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

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

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

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

     Reclassifications

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


<PAGE>


NOTES AND MORTGAGES PAYABLE

     At June 30, 2001, there was no balance outstanding on the revolving
line of credit, and the balance outstanding on the letter of credit
facility was approximately $278,000.  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 158,100 net leasable square feet.  The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions.  At June 30,
2001, the balance outstanding on the loan was approximately $13,347,700.
Interest on the loan (as modified effective May 31, 2001) is payable
monthly based on the relevant LIBOR rate plus 1.8% per annum during the
first nineteen months of the loan.  Thereafter, subject to the satisfaction
of certain conditions, including, among other things, the lien-free
completion of construction of the retail/office plaza by January 1, 2002,
the maturity date for the loan would be extended for seventeen months and
monthly payments of principal and interest would be due on the loan based
upon a 25 year loan amortization schedule.  The loan may be prepaid in
whole or in part at anytime, provided that the borrower pays any costs or
expenses of the lender incurred as a result of a prepayment on a date other
than the last day of a LIBOR interest period.  Construction of The Shoppes
of Town Center in Weston commenced in March 2000 and is expected to be
completed in the fourth quarter of 2001.  Effective May 31, 2001, the
Partnership was granted an extension from June 1, 2001, to January 1, 2002,
in order to satisfy certain conditions, including the lien-free completion
of construction of the retail/office plaza, and obtain an extension of the
outside maturity date of the loan to June 1, 2003.  In the event that the
requisite conditions are not satisfied by January 1, 2002, the loan will
mature on that date.  The extension is incorporated in the terms of the
loan noted above.  Currently, the property is approximately 88% 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 six months ended June 30, 2001 was approximately $29,900, all of
which was paid as of June 30, 2001.  The total of such costs for the six
months ended June 30, 2000 was approximately $26,900.  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 $456,000 and $503,800 for the six months ended June 30,
2001 and 2000, respectively, all of which were paid as of June 30, 2001.

     The Partnership receives reimbursements from or reimburses other
affiliates of the General Partner engaged in real estate activities for
certain general and administrative costs including, and without limitation,
salaries and salary-related costs relating to work performed by employees
of the Partnership and certain out-of-pocket expenditures incurred on
behalf of such affiliates.  For the six month period ended June 30, 2001,
the amount of such costs incurred by the Partnership on behalf of these
affiliates totaled approximately $156,100.  At June 30, 2001, approximately
$28,300 was owed to the Partnership, all of which was received as of
July 31, 2001.  For the six month period ended June 30, 2000, the
Partnership was entitled to reimbursements of approximately $206,900.



<PAGE>


     For the six month periods ended June 30, 2001 and 2000, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $3,346,200 and $3,739,200, 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 June 30, 2001, the Partnership owed St. Joe/Arvida approximately $92,700
for services provided pursuant to this agreement, all of which was paid as
of July 31, 2001.  The Partnership also receives reimbursement from St.
Joe/Arvida and its affiliates for certain general and administrative costs
including, and without limitation, salaries and salary-related costs
relating to work performed by employees of the Partnership on behalf of St.
Joe/Arvida and its affiliates.  For the six month periods ended June 30,
2001 and 2000, the Partnership was entitled to reimbursement of such costs
totaling approximately $2,100,000 and $1,283,100, respectively, from St.
Joe/Arvida and its affiliates.  Of this amount, approximately $352,600 was
owed to the Partnership at June 30, 2001, all of which was received as of
July 31, 2001.

     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 six month periods ended June 30, 2001 and 2000, the Partnership was
entitled to receive approximately $59,000 and $892,300, respectively, from
these entities, all of which was received as of June 30, 2001.

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

Pursuant to these agreements, the Partnership is entitled to receive
management fees for the services provided to these entities.  Due to the
timing of the cash flows generated from these entities' operations, such
fees are typically paid in arrears.  For the six months ended June 30, 2001
and 2000, the Partnership was entitled to receive approximately $168,900
and $458,100, respectively.  At June 30, 2001, approximately $18,400 was
unpaid, none of which was received as of July 31, 2001.

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

EXTRAORDINARY GAIN

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



<PAGE>


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 $278,000 and $15,638,800, respectively,
at June 30, 2001.  In addition, certain joint ventures in which the
Partnership holds an interest are also contingently liable under
performance bonds for approximately $311,300 at June 30, 2001.

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

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

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

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



<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.
Plaintiffs have indicated that they may seek to hold the Partnership
responsible for the entire amount of alleged damages owing.  The
Partnership has tendered this matter to Disney pursuant to the
Partnership's indemnification rights.  The Partnership has answered the
amended complaint and will seek to file a cross-claim against Disney for
indemnity and contribution pursuant to the Partnership's indemnification
rights, and otherwise.  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 settled the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. for a payment of $155,000 to be funded by one
of the Partnership's insurance carriers.  The Partnership intends to
vigorously defend itself against the remaining claims made by the other
condominium associations, by, among other things, pursuing its defenses of
release.



<PAGE>


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

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

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





<PAGE>


PART I.  FINANCIAL INFORMATION

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

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

     Pursuant to Section 5.5 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 June 30, 2001 and December 31, 2000, the Partnership had
unrestricted Cash and cash equivalents of approximately $66,279,700 and
$68,979,300, respectively.  Cash and cash equivalents are available for
future debt service, working capital requirements and distributions to
partners and Holders of Interests.  The source of both short-term and long-
term future liquidity is expected to be derived primarily from the sale of
housing units, land parcels and other assets and, to a limited extent,
through certain project financing as discussed below.  During January 2001,
the Partnership made a distribution for 2000 totaling approximately
$44,888,900, of which $40,400,000 was distributed to the Holders of
Interests ($100.00 per Interest), and approximately $4,488,900 was
distributed to the General Partner and Associate Limited Partners,
collectively.  In addition, during April 2001, distributions totaling
$22,901 (approximately $.06 per Interest), and $5,589 were paid or deemed
paid to Holders of Interests and to the General Partner and Associate
Limited Partners, respectively, which was remitted to the North Carolina
tax authorities on their behalf for the 2000 non-resident withholding tax.

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

     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


<PAGE>


previously deferred pursuant to the terms of the Partnership Agreement of
approximately $6,212,600.  Distributions of $48,361,056 and $10,100,000
were made to the Holders of Interests in February 2000 and August 2000,
respectively.  In addition, in April and May 2000, distributions totaling
$18,864 were deemed paid to the Holders of Interests, which was remitted to
the North Carolina tax authorities on their behalf for the 1999 non-
resident withhholding tax.

     At June 30, 2001, there was no balance outstanding under the revolving
line of credit, and the balance outstanding on the letter of credit
facility was approximately $278,000.  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 had interest
rate swap agreements in effect with respect to approximately $19.2 million
of the term loan.  The interest rate swap agreements fixed the interest
rate under the term loan at 8.02% and 7.84% with respect to $12,500,000 and
$6,666,667, respectively, and amortized in conjunction with the scheduled
loan repayments.  These agreements expired on July 31, 2001.

     In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,100 net leasable square feet.  The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions.  At June 30,
2001, the balance outstanding on the loan was approximately $13,347,700.
Interest on the loan (as modified effective May 31, 2001) is payable
monthly based on the relevant LIBOR rate plus 1.8% per annum during the
first nineteen months of the loan.  Thereafter, subject to the satisfaction
of certain conditions, including, among other things, the lien-free
completion of construction of the retail/office plaza by January 1, 2002,
the maturity date for the loan would be extended for seventeen months and
monthly payments of principal and interest would be due on the loan based
upon a 25 year loan amortization schedule.  The loan may be prepaid in
whole or in part at anytime, provided that the borrower pays any costs or
expenses of the lender incurred as a result of a prepayment on a date other
than the last day of a LIBOR interest period.  Construction of The Shoppes
of Town Center in Weston commenced in March 2000 and is expected to be
completed in the fourth quarter of 2001.  Effective May 31, 2001, the
Partnership was granted an extension from June 1, 2001, to January 1, 2002,
in order to satisfy certain conditions, including the lien-free completion
of construction of the retail/office plaza, and obtain an extension of the
outside maturity date of the loan to June 1, 2003.  In the event that the
requisite conditions are not satisfied by January 1, 2002, the loan will
mature on that date.  The extension is incorporated in the terms of the
loan noted above.  Currently, the property is approximately 88% pre-leased
to tenants.

     The increase in Property and equipment at June 30, 2001 as compared to
December 31, 2000 on the accompanying consolidated balance sheet is due
primarily to the ongoing construction of The Shoppes of Town Center in
Weston 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 six month period ended
June 30, 2001 as compared to the six month period ended June 30, 2000.



<PAGE>


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

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

     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 and extend the period of the offer.  In June 2001, CMG
further amended its offer to increase its purchase price to $285 per
Interest and to extend the period of the offer.  In each instance, 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 each of CMG's amended offers and not tender their
Interests pursuant to either such offer.  CMG's most recent amended offer
was scheduled to expire in July 2001.  The Partnership has recently been
advised that CMG intends to further amend its offer to increase the
purchase price of interests (after making an adjustment for the
distribution of $100 per Interests made by the Partnership in July 2001)
and extend the period for its offer.  However, there is no assurance that
any such amendments to CMG's offer will be made.  The other tender offers
for Interests discussed above expired in April 2001.

RESULTS OF OPERATIONS

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

     For the three months ended June 30, 2001, the Partnership (including
its consolidated and unconsolidated ventures) closed on the sale of 324
housing units, six homesites and two one-story commercial office buildings.

This compares to closings in the second quarter of 2000 of 441 housing
units, eight homesites, and approximately one acre of developed land.
Outstanding contracts ("backlog") at June 30, 2001, were for 1,217 housing
units and approximately two acres of developed land.  This compares to a
backlog at June 30, 2000 of 1,096 housing units, 59 homesites and
approximately one acre of developed land.

     The Partnership's remaining Communities are in their final stages of
development, with estimated remaining build-outs ranging from one to two
years.  Notwithstanding the estimated duration of the build-outs, the
Partnership currently expects to complete an orderly liquidation of its
remaining assets by October 2002 with a winding up and final distribution
of any residual funds in 2004.

     Housing revenues and gross operating profit margins for housing
revenues increased for the three and six month periods ended June 30, 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.  If current sales
trends continue, the Partnership expects an increase in the average price
of units closed with a corresponding increase in the gross operating profit
margin for housing operations through the close-out of the Community.
Revenues generated from the closing of units in Weston account for
approximately 99% of the housing revenues recognized for the three and six
months ended June 30, 2001, respectively.  Revenues generated from the
closing of units in Weston account for approximately 96% and 95% of the
housing revenues recognized for the three and six months ended June 30,
2000, respectively.

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

     Land and property revenues for the three and six months ended June 30,
2001 were generated primarily from the sales of two one-story commercial
office buildings in Weston and the recognition of profits from land sales
closed in prior years which had been deferred until the accounting criteria
for profit recognition had been met.  Land and property revenues for the
three and six months ended June 30, 2000 were generated primarily from the
sales of the remaining lots and equity memberships at The Cullasaja Club
Community, a commercial office building in Boca Raton, Florida, and several
one-story commercial office buildings in Weston.

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



<PAGE>


     Brokerage and other operations revenues decreased for the three and
six month periods ended June 30, 2001 as compared to the same periods in
2000 due primarily to a decrease in new home sale brokerage commissions
earned in Weston resulting from a decrease in the number of units closed by
third party builders within the Community.  The decrease in the gross
operating profit margin from Brokerage and other operations for the six
month period ended June 30, 2001 as compared to the same period in 2000 is
due primarily to legal fees incurred during the first quarter related to
certain ongoing litigation pertaining to the Partnership's previously sold
resale brokerage operation.

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

     As the Partnership undertakes development of the final phases of its
remaining Communities, a larger portion of real estate taxes incurred have
become eligible for capitalization as well as a reduction of the overall
amount of real estate taxes assessed.  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 three and six
months ended June 30, 2001 as compared to the same periods in 2000.






<PAGE>


PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

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

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

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

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



<PAGE>


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

     The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight and Nine Maintenance Associates, Inc.,
v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No. 95-
23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida.  The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997.  In the case, plaintiffs
seek damages, attorneys' fees and costs on behalf of the 460 building units
they allegedly represent for, among other things, alleged damages
discovered in the course of making Hurricane Andrew repairs.  Plaintiffs
allege that Walt Disney World Company is responsible for liabilities that
may arise in connection with approximately 80% of the buildings at the
Lakes of the Meadow Village Homes and that the Partnership is potentially
liable for the approximately 20% remaining amount of the buildings.  In the
three count amended complaint, plaintiffs allege breach of building codes
and breach of implied warranties.  In addition, plaintiffs seek rescission
and cancellation of various general releases obtained by the Partnership in
the course of the turnover of the community to the residents.  Previously,
the trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership.  The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact, which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings.  On or about April 9, 1999, plaintiffs supplied a budget
estimate for repairs of the alleged defects and damages based on a limited
survey of nine buildings, only, out of a total of 115 buildings.  Based on
this limited survey and assuming that the same alleged defects and damages
show up with the same frequency in the entire 460 building units,
plaintiffs estimate the total repairs to cost approximately $7.0 million.
Plaintiffs have indicated that they may seek to hold the Partnership
responsible for the entire amount of alleged damages owing.  The
Partnership has tendered this matter to Disney pursuant to the
Partnership's indemnification rights.  The Partnership has answered the
amended complaint and will seek to file a cross-claim against Disney for
indemnity and contribution pursuant to the Partnership's indemnification
rights, and otherwise.  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 settled the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. for a payment of $155,000 to be funded by one
of the Partnership's insurance carriers.  The Partnership intends to
vigorously defend itself against the remaining claims made by the other
condominium associations, by, among other things, pursuing its defenses of
release.

     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: August 9, 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: August 9, 2001