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 June 30, 1998.

          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 August 7, 1998 the Registrant had outstanding  1,645,270  shares of common
stock, par value $.001.

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


<PAGE>



                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                                  JUNE 30, 1998



                                Table of Contents
                                -----------------

                                                                        Page No.
Part I

Item 1.  Financial Statements
             Balance Sheets as of December 31, 1997 and
                June 30, 1998                                              3
             Statements of Operations for the Three Months and
                Six Months Ended June 30, 1997 and 1998                    4
             Statements of Cash Flows for the Six Months Ended
                June 30, 1997 and 1998                                     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                                                10

Item 6.  Exhibits and Reports on Form 8-K                                 11

                                       2
<PAGE>
<TABLE>
<CAPTION>


                     AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS

                    ASSETS
                                                        December 31,      June 30,
                                                            1997            1998
                                                        ------------    ------------
                                                                         (Unaudited)
ASSETS
<S>                                                     <C>             <C>    
  Investment in real estate
   Land                                                 $  2,668,758    $  2,726,698
   Buildings and improvements                             13,064,287      13,192,757
   Furniture, fixtures and equipment                         248,667         249,675
   Tenant improvements                                       519,945         539,490
     Less accumulated depreciation and amortization       (5,118,271)     (5,399,504)
                                                        ------------    ------------

        Net Investment in Real Estate                     11,383,386      11,309,116

  Cash and cash equivalents                                   99,334         209,874
  Tenant accounts receivable                                  34,625          33,811
  Deferred financing costs, net                               85,956         101,347
  Prepaid expenses and other assets                           38,767         617,150
                                                        ------------    ------------

                                                        $ 11,642,068    $ 12,271,298
                                                        ============    ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Mortgage loans payable                               $  7,413,077    $  8,393,704
   Accounts payable and accrued expenses                      48,453          74,473
   Accrued interest                                           56,219          56,219
   Accrued real estate taxes                                 298,074         188,099
   Prepaid rents and security deposits                       120,799          89,913
   Dividends payable                                         160,801         161,783
                                                        ------------    ------------

     Total Liabilities                                     8,097,513       8,964,191
                                                        ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value
     Authorized - 10,000,000 shares
     Issued and outstanding - 1,429,070 shares (1997)          1,429           1,445
     And 1,445,370 shares (1998)
   Capital in excess of par value                          4,463,955       4,540,938
   Distribution in excess of accumulated earnings           (920,829)     (1,235,276)
                                                        ------------    ------------

        Total Stockholders' Equity                         3,544,555       3,307,107
                                                        ------------    ------------

                                                        $ 11,642,068    $ 12,271,298
                                                        ============    ============

                   See accompanying notes to financial statements.

                                       3

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                   Three Months Ended                    Six Months Ended
                                                     June 30, 1998                         June 30, 1998
                                           -------------------------------        -------------------------------
                                               1997                1998               1997                1998
                                           -----------         -----------        -----------         -----------
                                                     (unaudited)                            (unaudited)
REAL ESTATE OPERATING REVENUE
<S>                                        <C>                 <C>                <C>                 <C>        
   Rental revenue
     Commercial properties                 $   241,255         $   324,592        $   531,924         $   661,001
     Storage properties                        327,386             359,242            640,480             721,138
                                           -----------         -----------        -----------         -----------
                                               568,641             683,834          1,172,404           1,382,139
                                           -----------         -----------        -----------         -----------

REAL ESTATE OPERATING EXPENSES
   Property operating expenses
     Operating expenses                        128,929             147,972            249,926             302,091
     Real estate taxes                          60,122              75,060            120,304             149,603
     Management fees - related                  30,036              36,813             61,875              75,491
   General and administrative                  110,065              92,416            197,697             197,309
   Interest                                    170,540             179,801            341,887             356,527
   Depreciation and amortization               142,643             147,052            285,138             294,755
                                           -----------         -----------        -----------         -----------

                                               642,335             679,114          1,256,827           1,375,776
                                           -----------         -----------        -----------         -----------

OTHER INCOME
   Interest income                              13,872               1,647             26,819               1,742
                                           -----------         -----------        -----------         -----------

NET (LOSS) INCOME                          $   (59,822)        $     6,367        $   (57,604)        $     8,105
                                           ===========         ===========        ===========         ===========

NET (LOSS) INCOME PER COMMON SHARE         $      (.04)        $       .00        $      (.04)        $       .01
                                           ===========         ===========        ===========         ===========

NET (LOSS) INCOME PER COMMON SHARE         
     ASSUMING DILUTION                     $      (.04)        $       .00        $      (.04)        $       .01
                                           ===========         ===========        ===========         ===========

WEIGHTED AVERAGE NUMBER OF COMMON          
   SHARES OUTSTANDING                        1,382,870           1,438,110          1,382,870           1,438,110
                                           ===========         ===========        ===========         ===========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING ASSUMING DILUTION      1,382,870           1,443,110          1,382,870           1,443,110
                                           ===========         ===========        ===========         ===========

                                 See accompanying notes to financial statements.

                                                       4
</TABLE>

<PAGE>

                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                          Six Months Ended
                                                               June 30
                                                        1997            1998
                                                     -----------    -----------
                                                             (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) income                                  $   (57,604)         8,105
  Adjustments to reconcile net (loss) income to 
          net cash provided by operating activities
     Depreciation and amortization                       285,138        294,755
     Changes in assets and liabilities
       Decrease in receivables                             3,955            814
       Decrease (Increase) in prepaids                     2,610       (578,970)
       Decrease (Increase) in accounts payable           (34,162)        25,929
       (Decrease) in accruals                            (93,983)      (140,861)
       (Increase) in loan costs                             --          (28,324)
                                                     -----------    -----------
   Net cash provided (used) by operating activities      105,954       (418,552)
                                                     -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to investments in real estate               (23,597)      (129,964)
                                                     -----------    -----------

   Net cash (used) by investing activities               (23,597)      (129,964)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from short term borrowings                      --          680,000
   Repayments of short term borrowings                      --         (830,000)
   Proceeds from mortgage loan                              --        1,154,618
   Payments on mortgage loans                            (65,883)       (23,991)
   Dividends paid                                       (155,573)      (321,571)
                                                     -----------    -----------
   Net cash (used) provided by financing activities     (221,456)       659,056
                                                     -----------    -----------

NET (DECREASE) INCREASE IN CASH AND
    CASH EQUIVALENTS                                    (139,099)       110,540

CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                               1,230,640         99,334
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                  $ 1,091,541    $   209,874
                                                     ===========    ===========


                 See accompanying notes to financial statements.

                                       5
<PAGE>



                            AMERIVEST PROPERTIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 30, 1998


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  31,1997.  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 six months  ended June 30, 1998 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1998.

Subsequent Events
-----------------

     On June 29,  1998,  the Company  completed  the  purchase of a small office
building in Odessa, Texas (the "Odessa Property").  On July 13, 1998 the Company
completed the acquisition of ten additional small office buildings in Texas. The
total  purchase  price  included   207,200  shares  of  AmeriVest  Common  Stock
(including  7,300  shares  for the  Odessa  Property)  and $6.3  million in cash
(including $80,000 for the Odessa Property). The purchase was financed primarily
with a $6 million loan from TransAtlantic  Capital Corporation,  an affiliate of
Deutsche Bank Securities Inc.

     The eleven buildings,  with approximately 200,000 total square footage, are
leased on long-term  leases to the State of Texas. The acquisitions are expected
to have annualized revenues of $1,470,000 and net operating income,  before debt
service, of $800,000.  The mortgage loan from TransAtlantic  Capital Corporation
is a ten year term, amortized over 30 years at a fixed rate of 7.66 percent.

     On July 21,  1998,  the  Company  announced  on that it also  had  signed a
contract to purchase four small bank buildings in Texas.  The  buildings,  which
total  approximately  60,200 square feet,  are leased  primarily to  NationsBank
under long-term  leases.  The total purchase price for the four office buildings
includes  approximately  $1,990,000  of cash and an  assumption  of the existing
mortgage  of  approximately  $1,635,000.  The  funds for the  purchase  of these
properties  are being  obtained  through the  refinancing  of the Company's four
self-storage facilities. The refinancing of three of the self-storage facilities
is being  undertaken  by an affiliate  of Goldman  Sachs & Company on a ten-year
term, and the fourth  self-storage  facility is being  refinanced on a five year
bank note.  Although there is no assurance,  the  acquisition  and refinance are
anticipated to be completed by August 19, 1998.

                                       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  Company's  acquisition  of  three
properties, effective August 1, 1997.

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

Three  Months  Ended June 30,  1998,  Compared  With Three Months Ended June 30,
1997.
--------------------------------------------------------------------------------

     The  Company's  results of  operations  for the three months ended June 30,
1998 include  nine  operating  properties,  whereas the June 30, 1997 results of
operations  include six operating  properties.  Revenues for second quarter 1997
increased  approximately  $115,000,  and operating expenses,  real estate taxes,
management  fees,   interest,   and  depreciation  and  amortization   increased
approximately $19,000,  $15,000,  $7,000, $9,000 and $5,000 respectively,  for a
total increase of $55,000 as compared with June 30, 1997. All increases resulted
primarily  from inclusion of the operations of three new properties as of August
1, 1997. The general and administrative expenses decreased approximately $18,000
due  primarily  to timing of expenses  during the period.  The Company  also had
interest income of $14,000 for the 1997 period,  as compared with $2,000 for the
1998  period,  primarily  as a result of  investment  funds  being held for real
estate acquisitions.

     The net income for the three months ended June 30, 1998 was $6,367, or $.00
per share,  as  compared to a net loss of  $58,822,  or $.04 per share,  for the
three months ended June 30, 1997.

Six Months Ended June 30, 1998, Compared With Six Months Ended June 30, 1997.
-----------------------------------------------------------------------------

     The Company's  results of operations for the six months ended June 30, 1998
include  nine  operating  properties,  whereas  the June  30,  1997  results  of
operations  include  six  operating  properties.  Revenues  for  1998  increased
approximately  $210,000, and operating expenses,  real estate taxes,  management
fees,  interest,  and  depreciation  and  amortization  increased  approximately
$52,000, $19,000, $14,000 $14,000 and $9,000 respectively,  for a total increase
of $108,000 as compared  with June 30, 1997.  All increases  resulted  primarily
from  inclusion of operations of three new  properties as of August 1, 1997. The
general and administrative expenses remained flat for the period being compared.
The  Company  also had  interest  income of $27,000 for 1997,  as compared  with
$2,000 for the 1998 period, primarily as a result of investment funds being held
for real estate acquisitions.

                                       7
<PAGE>


     The net income for the six months  ended June 30, 1998 was $8,105,  or $.01
per share,  as compared with a net loss of $57,604,  or $.04 per share,  for the
six months ended June 30, 1997.


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

     From  December 31, 1997 to June 30,  1998,  net  investment  in real estate
decreased   approximately  $74,000.  The  net  decrease  was  primarily  due  to
depreciation  for the six month  period of $281,000  and the addition of one new
property of $116,000 and other tenant improvements.

     Deferred  financing  costs,  net,  increased   approximately   $15,000  due
primarily to the costs  associated  with the  refinance  of the Giltedge  Office
Building  in  May  1998.   Prepaid   expenses  and  other  assets  increased  by
approximately  $579,000 due primarily to costs  associated  with the acquisition
and  financing  of the eleven  Texas  state  leased  buildings  and the  pending
acquisition of the four bank office buildings discussed elsewhere in the report.

     Mortgage loans payable increased by approximately $980,600 due primarily to
the refinance of the Giltedge  Office  Building,  which was partially  offset by
regular periodic amortization  payments. The new mortgage loan provided proceeds
of  approximately  $1,155,000,  of which  $830,000 was used to repay  short-term
borrowings.  The  remaining  portion  was used  for  working  capital  purposes.
Accounts payable and accrued expenses increased by approximately  $26,000 during
the period,  all of which result from timing differences in the course of normal
operations.  Accrued real estate taxes and prepaid rents decreased approximately
$100,000 and $31,000 respectively, all of which resulted from timing differences
in the course of normal operations during the first six months of 1998.

     At June 30, 1998, the Company had  approximately  $210,000 of cash and cash
equivalents,   including  approximately  $162,000  of  cash  in  reserve  for  a
stockholder dividend distribution which was paid on July 9, 1998.

     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,  on July 13,  1998 the  Company
completed the  acquisition of eleven small office  buildings,  all leased to the
State of Texas.  The Company  also  announced  that on July 21, 1998 it signed a
contract to purchase four small bank office buildings.

     Management  believes  that  the  cash  flow  from  its  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.

                                       8
<PAGE>


     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
pressures should materialize.

Year 2000 Compliance.
---------------------

     Year 2000  compliance  is the ability of computer  hardware and software to
respond to the problems posed by the fact that computer  programs  traditionally
have used two digits rather than four digits to define an applicable  year. As a
consequence,  any of the Company's  computer  programs that have  date-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
interruption of operations,  including  temporary  inability to send invoices or
engage in normal business  activities or to operate  equipment such as elevators
and air  conditioning  units installed in the Company's  buildings.  The Company
currently is working  with its service  contractors  to review the  operation of
elevators,  air  conditioners,  and other  equipment  installed in the Company's
buildings to confirm that this  equipment  is Year 2000  compliant.  The Company
believes that this review will be completed  prior to year-end and that the cost
of this review will be included in the cost of the Company's  service  contracts
for this  equipment.  Until this review has been  completed,  the Company has no
estimate of the cost to correct any deficiency in Year 2000  compliance for this
equipment.  The Company also is in the process of evaluating  new accounting and
tenant service software.  The software systems being reviewed by the Company are
Year  2000  compliant.  The  Company  anticipates  purchasing,   installing  and
receiving  training  concerning  this  new  software  prior  to  year  end at an
approximate cost of less than $25,000.

     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.

                                       9

<PAGE>



Part II.   Other Information

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

     On June 29,  1998,  the Company  completed  the  purchase of a small office
building in Odessa, Texas (the "Odessa Property").  On July 13, 1998 the Company
completed the acquisition of ten additional small office buildings in Texas. The
total  purchase  price  included   207,200  shares  of  AmeriVest  Common  Stock
(including  7,300  shares  for the  Odessa  Property)  and $6.3  million in cash
(including $80,000 for the Odessa Property). The purchase was financed primarily
with a $6 million loan from TransAtlantic  Capital Corporation,  an affiliate of
Deutsche Bank Securities Inc.

     The eleven buildings,  with approximately 200,000 total square footage, are
leased on long-term  leases to the State of Texas. The acquisitions are expected
to have annualized revenues of $1,470,000 and net operating income,  before debt
service, of $800,000.  The mortgage loan from TransAtlantic  Capital Corporation
is a ten year term, amortized over 30 years at a fixed rate of 7.66 percent.

     On July 21,  1998,  the  Company  announced  on that it also  had  signed a
contract to purchase four small bank buildings in Texas.  The  buildings,  which
total  approximately  60,200 square feet,  are leased  primarily to  NationsBank
under long-term  leases.  The total purchase price for the four office buildings
includes  approximately  $1,990,000  of cash and an  assumption  of the existing
mortgage  of  approximately  $1,635,000.  The  cost  for the  purchase  of these
properties is being  obtained  through the  refinancing  of the  Company's  four
self-storage facilities. The refinancing of three of the self-storage facilities
is being  undertaken  by an affiliate  of Goldman  Sachs & Company on a ten-year
term, and the fourth  self-storage  facility is being  refinanced on a five year
bank note.  Although there is no assurance,  the  acquisition  and refinance are
anticipated to be completed by August 19, 1998.

     Pursuant to Rule  14a-4(c)  under the  Securities  Exchange Act of 1934, as
amended, the Company hereby notifies its stockholders that the proxies solicited
by the Company in  connection  with the Company's  annual  meeting to be held in
1999  will  confer  discretionary   authority  to  vote  on  matters  raised  by
stockholders  for which the Company  did not have  notice on or before  March 1,
1999. In addition,  if the Company receives notice on or before March 1, 1999 of
a  matter  that a  stockholder  intends  to  raise  at  the  annual  meeting  of
stockholders  to be held in 1999,  the  proxies  solicited  by the  Company  may
exercise  discretion to vote on each such matter if the Company  includes in its
proxy  statement  advice on the nature of the matter  raised and how the Company
intends to exercise its  discretion  to vote on each such matter.  However,  the
Company may not exercise discretionary voting authority on a particular proposal
if the proponent of that proposal provides the Company with a written statement,
on or before  March 1,  1999,  that the  proponent  intends  to  deliver a proxy
statement  and form of proxy  to  holders  of at  least  the  percentage  of the
Company's  voting shares  required  under  applicable law to carry the proposal,
which  would be a majority  of the  Company's  common  stock,  if the  proponent
includes the same statement in its proxy materials  filed under Rule 14a-6,  and
if the proponent,  immediately after soliciting the holders of a majority of the
common  stock,  provides the Company with a statement  from any solicitor or any
other person with knowledge that the necessary  steps have been taken to deliver
a proxy  statement  and  form of  proxy  to the  holders  of a  majority  of the
Company's outstanding common stock.

                                       10
<PAGE>


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 June 30,1997, the Registrant did not file any
          reports on Form 8-K.


                                       11

<PAGE>


                                   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.


August 7, 1998
                                            By:
                                               ---------------------------------
                                               James F. Etter, President and
                                               Principal  Financial Officer

                                       12