SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[  X  ]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

         For the quarterly period ended March 31, 1997.

         OR

[     ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

         For the transition period from                to
                                         ------------      -------------

         Commission file number 1-14462

                           AmeriVest Properties, Inc.
        ----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter.)


            Delaware                                      84-1240264
  --------------------------------                    ------------------
  (State or other jurisdiction of                      (I.R.S. Employer 
    incorporation or organization)                    Identification No.)


7100 Grandview Avenue, Suite 1
Arvada, Colorado                                             80002
-------------------------------                             --------
                                                           (Zip Code)
                                 (303) 421-1224
                 ----------------------------------------------
                (Issuer's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. 
Yes  X   No
    ---     ---

As of May 9, 1997 the  Registrant  had  outstanding  1,382,870  shares of common
stock, per value $.001.

Transitional Small Business Disclosure Format (check one):
Yes     No  X
    ---    ---


<PAGE>



                    AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                                   FORM 10-QSB
                                 March 31, 1997



                                Table of Contents

                                                                       Page No.
Part I

Item 1.   Financial Statements
              Balance Sheets as of December 31, 1996 and
                 March 31, 1997                                            3
              Statements of Operations for the Three Months
                 Ended March 31, 1996 and 1997                             4
              Statements of Cash Flows for the Three Months Ended
                 March 31, 1996 and 1997                                   5
              Notes to Financial Statements                                6


Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             7



Part II

Item 5.   Other Information                                               9

Item 6.   Exhibits and Reports on Form 8-K                                9







                                        2




<PAGE>
<TABLE>
<CAPTION>


                          AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS


                  ASSETS
                                                         December 31,      March 31,
                                                             1996            1997
                                                         ------------    ------------
                                                                          (Unaudited)
ASSETS
<S>                                                      <C>              <C>    
  Investment in real estate
   Land                                                  $  2,374,808    $  2,374,808
   Buildings and improvements                              11,975,946      11,975,946
   Furniture, fixtures and equipment                          225,099         225,099
   Tenant improvements                                        512,725         515,733
     Less accumulated depreciation and amortization        (4,573,871)     (4,709,954)
                                                         ------------    ------------

        Net Investment in Real Estate                      10,514,707      10,381,632

   Cash and cash equivalents                                1,230,640       1,305,088
   Tenant accounts receivable                                  30,014          52,721
   Deferred financing costs, net                              111,139         104,877
   Prepaid expenses and other assets                           49,580          62,794
                                                         ------------    ------------

                                                         $ 11,936,080    $ 11,907,112
                                                         ============    ============


                          LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Mortgage loans payable                                $  7,397,995    $  7,365,438
   Accounts payable and accrued expenses                       52,765          45,354
   Accrued interest                                            57,273          57,020
   Accrued real estate taxes                                  240,411         266,985
   Prepaid rents and security deposits                         99,133          81,594
   Dividends payable                                             --           155,573
                                                         ------------    ------------

     Total Liabilities                                      7,847,577       7,971,964
                                                         ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value
     Authorized - 10,000,000 shares
     Issued and outstanding - 1,382,870                         1,383           1,383
   Capital in excess of par value                           4,256,101       4,256,101
   Distribution in excess of accumulated earnings            (168,981)       (322,336)
                                                         ------------    ------------

        Total Stockholders' Equity                          4,088,503       3,935,148
                                                         ------------    ------------

                                                         $ 11,936,080    $ 11,907,112
                                                         ============    ============

                                       3
</TABLE>

<PAGE>






                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                          Three Months Ended
                                                               March 31
                                                    ----------------------------
                                                        1996            1997
                                                    ----------------------------
                                                             (unaudited)

REAL ESTATE OPERATING REVENUE
   Rental revenue
     Commercial properties                          $   59,088        $  290,669
     Storage properties                                   --             313,094
                                                    ----------        ----------
                                                        59,088           603,763
                                                    ----------        ----------

REAL ESTATE OPERATING EXPENSES
   Property operating expenses
     Operating expenses                                    915           120,997
     Real estate taxes                                   8,291            60,182
     Management fees - related                           4,454            31,839
   General and administrative                           40,574            87,632
   Interest                                             28,974           171,347
   Depreciation and amortization                        10,142           142,495
                                                    ----------        ----------

                                                        93,350           614,492
                                                    ----------        ----------

OTHER INCOME
   Interest income                                        --              12,947
                                                    ----------        ----------

NET INCOME (LOSS)                                   $  (34,262)       $    2,218
                                                    ==========        ==========

NET INCOME (LOSS) PER COMMON SHARE                  $     (.12)       $     .002
                                                    ==========        ==========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                                  284,000         1,382,870
                                                    ==========        ==========






                                        4




<PAGE>
<TABLE>
<CAPTION>
                            AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                          Three Months Ended
                                                                                March 31
                                                                 ------------------------------------
                                                                     1996                    1997
                                                                 -----------              -----------
                                                                              (unaudited)

<S>                                                              <C>                       <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                              $   (34,262)             $     2,218
  Adjustments to reconcile net (loss) income to net cash
          provided by operating activities
     Depreciation and amortization                                    10,142                  142,495
     Changes in assets and liabilities
       (Increase) in receivables                                        (312)                 (22,707)
       Decrease (increase) in prepaids                                23,512                  (13,366)
       Increase (decrease) in accounts payable                        46,115                  (10,325)
       Increase in accruals                                           11,845                   11,698
       Increase in deferred offering costs                           (30,239)                    --
                                                                 -----------              -----------

   Net cash (used) provided by operating activities                   26,801                  110,013
                                                                 -----------              -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to investments in real estate                              --                     (3,008)
                                                                 -----------              -----------

   Net cash (used) by investing activities                              --                     (3,008)
                                                                 -----------              -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from sale of common stock warrants                         7,500
   Cost of warrants offering                                          (8,008)
   Payments on mortgage loans payable                                 (4,363)                 (32,557)
                                                                 -----------              -----------

   Net cash (used) provided by financing activities                   (4,871)                 (32,557)
                                                                 -----------              -----------

NET INCREASE IN CASH AND
    CASH EQUIVALENTS                                                  21,930                   74,448

CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                                               7,177                1,230,640
                                                                 -----------              -----------

CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                              $    29,107              $ 1,305,088
                                                                 ===========              ===========


                                        5

</TABLE>



<PAGE>

                            AMERIVEST PROPERTIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 1997


General
-------

     The unaudited  financial  statements included herein were prepared from the
records  of  the  Company  in  accordance  with  Generally  Accepted  Accounting
Principles and reflect all adjustments  which are, in the opinion of management,
necessary to provide a fair statement of the results of operations and financial
position for the interim periods. Such financial statements generally conform to
the  presentation  reflected  in  the  Company's  Form  10-KSB  filed  with  the
Securities  and Exchange  Commission for the year ended  December  31,1996.  The
current interim period  reported  herein should be read in conjunction  with the
Company's Form 10-KSB subject to independent audit at the end of the year.

     The results of operations for the three months ended March 31, 1997 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1997.

Subsequent Event
----------------

     On May 8, 1997 the  Company  entered  into a Letter of Intent to  acquire a
10-story,  87,000  square feet of usable  space,  office  building in  Amarillo,
Texas. The definitive  purchase and financing  agreements are not yet finalized.
Although  there is no  assurance,  the  acquisition  is expected to be completed
within the next three months.















                                        6




<PAGE>


                            AMERIVEST PROPERTIES INC.


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


     The  following  discussion  and  analysis  of  the  consolidated  financial
condition  and  results of  operations  should be read in  conjunction  with the
Consolidated  Financial  Statements and notes thereto  included in the Company's
Form 10-KSB and elsewhere.  These financial statements present the operations of
the Company prior and subsequent to the  consummation  of the Company's  initial
public  offering on October 29,  1996 (the  "IPO") and its  acquisition  of five
properties on October 30, 1996, effective as of July 1, 1996.

                              Results Of Operations
                              ---------------------

Three Months Ended March 31,  1997,  Compared  With Three Months Ended March 31,
1996.
--------------------------------------------------------------------------------

     The Company's  results of  operations  for the three months ended March 31,
1997  include six  operating  properties,  whereas the March 31, 1996 results of
operations include only one operating property.  Revenues for first quarter 1997
increased  approximately  $545,000,  and operating  expenses,  management  fees,
interest,  and depreciation and amortization increased  approximately  $120,000,
$47,000,  $142,000 and $132,000  respectively,  as compared with March 31, 1996.
All increases  resulted  primarily  from  including  the  operations of five new
properties as of July 1, 1996. All real estate taxes for each property  remained
flat when  compared to prior year's taxes,  except for the  Appleton,  Wisconsin
property  for which  Real  Estate  taxes  decreased  on an  annualized  basis by
$15,000. The general and administrative expenses increased approximately $47,000
due primarily to costs associated with public relations and travel.  The Company
also had interest income of $13,000 for the 1997 quarter,  primarily as a result
of investment funds being held for real estate acquisitions.

     The net income for the three  months  ended March 31,  1997 was $2,218,  or
$.002 per share,  as compared to a net loss of $34,262,  or $.12 per share,  for
the three months ended March 31, 1996.


              Financial Condition, Liquidity And Capital Resources
              ----------------------------------------------------

     The consolidated financial condition of the Company evidenced the following
changes from December 31, 1996 to March 31, 1997.  Net investment in Real Estate
decreased  approximately  $133,000,  primarily due to depreciation for the three
month  period.  The  completion  of the  Company's  IPO in October 1996 included
approximately  $1,000,000  of cash  which was set  aside  primarily  for  future
acquisitions.

                                       7

<PAGE>

     Deferred  financing  costs,  net,  decreased  approximately  $6,000  due to
amortization  for the three months ended March 31, 1997.  Mortgage loans payable
decreased  by  approximately  $32,000  due to normal  payments  over the period.
Accounts payable and accrued expenses and prepaid rents decreased  approximately
$7,000 and $17,000  respectively,  with  accrued  real estate  taxes  increasing
approximately $26,000, all of which result from timing differences in the course
of normal operations during the first quarter of 1997.

     At March 31, 1997,  the Company had  approximately  $1,150,000  of cash and
cash  equivalents  available for  acquisitions  and working  capital needs.  The
Company  also  had  approximately  $156,000  of  cash  held  in  reserve  for  a
stockholder  dividend  distribution  which  was paid on April  9,  1997.  Tenant
receivables  increased  by  approximately  $22,000  in  March  as  a  result  of
additional billings to tenants for operating costs during the quarter.

     The Company  desires to acquire  additional  properties and, in order to do
so, it may need to raise  additional  debt or equity  capital.  The Company also
intends to obtain  credit  facilities  for short and  long-term  borrowing  with
commercial  banks  or  other  financial  institutions.   The  issuance  of  such
securities or increase in debt for additional  properties,  of which there is no
assurance,  could adversely affect the amount of dividends paid to stockholders.
As  indicated  in item 5 and  elsewhere  herein,  the Company has entered into a
Letter of Intent to acquire a  10-story,  87,000  square  feet of usable  space,
office building in Amarillo, Texas.

     Management  believes  that  the  cash  flow  from  the  Properties  will be
sufficient to meet the Company's  working  capital needs for the next year.  All
Properties have been  maintained on an ongoing basis so that additional  capital
resources to upgrade the facilities in the near future are not anticipated.

     Management  believes  that  inflation  should not have a  material  adverse
effect on the Company. The Company's leases of office and showroom space require
the tenants to pay increases in operating expenses,  and the self-storage leases
are short-term so that there are not contractual  restraints  against increasing
rents to  attempt  to respond to  inflationary  pressures,  if any  inflationary
pressure should materialize.

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the  Securities  Act of 1933, and Section 21E of the Exchange Act
of 1934.  Although the Company believes that the  expectations  reflected in the
forward-looking  statements and the assumptions  upon which the  forward-looking
statements  are  based  are  reasonable,  it can  give no  assurance  that  such
expectations and assumptions will prove to have been correct.  See the Company's
Annual  Report on Form 10-KSB for  additional  statements  concerning  important
factors,  including  occupancy and rental rates and operating costs,  that could
cause actual results to differ materially from the Company's expectations.

                                        8




<PAGE>


Part II.   Other Information
           

Item 5.  Other Information
         ------------------

     On May 8, 1997 the  Company  entered  into a Letter of Intent to  acquire a
10-story,  87,000  square feet of usable  space,  office  building in  Amarillo,
Texas,  for an  undisclosed  amount.  The  acquisition  is subject to  obtaining
adequate  financing and the  finalization  of definitive  purchase and financing
agreements. Although there is no assurance, the acquisition is expected to close
within the next three months.



Item 6.   Exhibits And Reports On Form 8-K.

          (a)  The following  Exhibit is filed as part of this Quarterly  Report
               on Form 10-QSB:

               27.   Financial Data Schedule

          (b)  During the quarter ended March  31,1997,  the  Registrant did not
               file any reports on Form 8-K.






                                   SIGNATURES

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

                                              AMERIVEST PROPERTIES INC.



May 15, 1997
                                              By: /s/  JAMES F. ETTER
                                                 -------------------------------
                                                  James F. Etter, President and
                                                    Principal  Financial Officer

                                        9