SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A1


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

         For the quarterly period ended March 31, 1999.

         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.)


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


1800 Glenarm Place  Suite 500
Denver, Colorado                                                 80202
---------------------------------                              --------
                                                              (Zip Code)

                                 (303) 297-1800
                 ----------------------------------------------
                (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 14, 1999 the Registrant  had  outstanding  1,658,770  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
                                 MARCH 31, 1999



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

                                                                       Page No.
Part I

Item 1.   Financial Statements
              Balance Sheets as of December 31, 1998 and
                 March 31, 1999                                           3
              Statements of Operations for the Three Months
                 Ended March 31, 1998 and 1999                            4
              Statements of Cash Flows for the Three Months Ended
                 March 31, 1998 and 1999                                  5
              Notes to Financial Statements                               6


Item 2.   Management's Discussion and Analysis of
              Financial Condition and Results of Operations             6 - 8



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


                                                                      December 31,              March 31,
                                                                         1998                     1999
                                                                      -----------              ----------
                                                                                               (Unaudited)
<S>                                                                   <C>                      <C>
ASSETS
    Investment in real estate
        Land                                                         $  4,745,754             $  4,745,754
        Buildings and improvements                                     22,363,656               22,381,607
        Furniture, fixtures and equipment                                 284,993                  291,651
        Tenant improvements                                               541,058                  553,982
           Less accumulated depreciation and amortization              (5,837,264)              (6,068,732)
                                                                     ------------             ------------

               Net Investment in Real Estate                           22,098,197               21,904,262

    Cash and cash equivalents                                             441,316                  241,256
    Tenant accounts receivable                                             48,615                   66,047
    Deferred financing costs, net                                         624,917                  612,330
    Prepaid expenses and other assets                                     501,889                  423,778
                                                                     ------------             ------------

                                                                     $ 23,714,934             $ 23,247,673
                                                                     ============             ============

                        LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Mortgage loans and notes payable                                 $ 18,861,599             $ 18,791,093
    Accounts payable and accrued expenses                                 121,327                  141,301
    Accrued interest                                                      108,810                   29,252
    Accrued real estate taxes                                             558,745                  273,719
    Prepaid rents and security deposits                                   214,912                  290,325
    Dividends payable                                                     199,052                  199,107
                                                                     ------------             ------------

        Total Liabilities                                              20,064,445               19,724,797
                                                                     ------------             ------------


STOCKHOLDERS' EQUITY
    Common stock, $.001 par value
        Authorized - 10,000,000 shares
        Issued and outstanding - 1,658,770 shares                           1,659                    1,659

    Capital in excess of par value                                      5,607,725                5,607,725
    Distribution in excess of accumulated earnings                     (1,958,895)              (2,086,508)
                                                                     ------------             ------------

        Total Stockholders' Equity                                      3,650,489                3,522,876
                                                                     ------------             ------------

                                                                     $ 23,714,934             $ 23,247,673
                                                                     ============             ============

                                            3
</TABLE>

<PAGE>



                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                         Three Months Ended
                                                              March 31,
                                                        1998            1999
                                                     ----------       ----------
REAL ESTATE OPERATING REVENUE
    Rental revenue
        Commercial properties                        $  336,409       $1,001,102
        Storage properties                              361,896          327,702
                                                     ----------       ----------
                                                        698,305        1,328,804
                                                     ----------       ----------

REAL ESTATE OPERATING EXPENSES
    Property operating expenses
        Operating expenses                              154,119          334,041
        Real estate taxes                                74,543          139,645
        Management fees                                  38,679           22,098
        General and administrative                      104,798          153,918
    Interest                                            176,726          363,564
    Depreciation and amortization                       147,702          243,781
                                                     ----------       ----------

                                                        696,567        1,257,047
                                                     ----------       ----------

NET INCOME                                           $    1,738       $   71,757
                                                     ==========       ==========

NET INCOME PER COMMON SHARE                          $     .001       $     .043
                                                     ==========       ==========

NET INCOME PER COMMON SHARE
    ASSUMING DILUTION                                $     .001       $     .043
                                                     ==========       ==========

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                       1,438,070        1,658,770
                                                     ==========       ==========

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING ASSUMING DILUTION                     1,443,070        1,662,520
                                                     ==========       ==========


                                       4
<PAGE>
<TABLE>
<CAPTION>
                             AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                            Three Months Ended
                                                                                 March 31,
                                                                        1998                    1999
                                                                     ---------               ----------
                                                                                            (Unaudited)
<S>                                                                  <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                       $   1,738                $  71,757
    Adjustments to reconcile net income to net cash
        provided (used) by operating activities
    Depreciation and amortization                                      147,702                  244,428
    Changes in assets and liabilities
        (Increase) in receivables                                      (19,762)                 (17,432)
        (Increase)  decrease in prepaids                              (276,600)                  77,740
        Increase (decrease) in accounts payable                            844                   (7,741)
        Increase (decrease) in accruals                                 12,534                 (261,721)
                                                                     ---------                ---------

    Net cash (used) provided by operating activities                  (133,544)                 107,031
                                                                     ---------                ---------


CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to investments in real estate                            (21,787)                 (37,533)
                                                                     ---------                ---------

    Net cash (used) by investing activities                            (21,787)                 (37,533)
                                                                     ---------                ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from short term borrowings                                375,000                     --
    Payments on mortgage loans                                         (35,746)                 (70,506)
    Dividends paid                                                    (160,800)                (199,052)
                                                                     ---------                ---------

    Net cash provided (used) by financing activities                   178,454                 (269,558)
                                                                     ---------                ---------

NET INCREASE IN CASH AND
    CASH EQUIVALENTS                                                    23,123                 (200,060)

CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD                                                 99,334                  441,316
                                                                     ---------                ---------

CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                                    $ 122,457                $ 241,256
                                                                     =========                =========

                                                   5

</TABLE>

<PAGE>

                            AMERIVEST PROPERTIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 1999


     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  31,1998.  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, 1999 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1999.


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.

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

Three  Months  Ended March 31, 1999  Compared  With Three Months Ended March 31,
1998.
--------------------------------------------------------------------------------

     The Company's  results of  operations  for the three months ended March 31,
1999  include 24  operating  properties,  whereas the March 31, 1998  results of
operations  include nine operating  properties.  Revenues for first quarter 1999
increased  approximately  $630,500,  and operating expenses,  real estate taxes,
general  and  administrative,   interest,   and  depreciation  and  amortization
increased  approximately  $179,900,  $65,100,  $49,100,  $186,800  and $96,100,
respectively.  All increases resulted primarily from inclusion of the operations
of the 15 new properties since last year, except for general and  administrative
expenses which also include  additional costs of  administrative  personnel,  of
approximately  $20,000. The management fees decreased  approximately $16,600 for
the quarter due to the change in 1999 of directly managing six of the properties
as opposed to contracting a third party management company to oversee the day to
day operations

     The net income for the three months  ended March 31, 1999 was  $71,757,  or
$.04 per share, as compared to $1,738,  or $.00 per share,  for the three months
ended March 31, 1998.

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

     From  December 31, 1998 to March 31, 1999,  net  investment  in real estate
decreased by approximately $194,000, primarily due to depreciation for the three
month period of $230,000, which was partially offset by approximately $37,000 of
additional capital improvements.


                                       6

<PAGE>

     At March 31, 1999, the Company had approximately $241,000 of cash available
for working  capital.  Tenant accounts  receivables  increased by  approximately
$17,400 in March as a result of additional  billings to tenants for prior year's
operating  costs.  Prepaid  expenses and other assets decreased by approximately
$78,000  primarily as a result of real estate  property tax payments  being made
from the escrow accounts held by the mortgage lenders.

     Mortgage  loans and accrued  real  estate  taxes  decreased  by $70,500 and
$285,000,  respectively.  Accounts  payable and accrued  expenses  increased  by
$20,000;  these changes were reflective of normal business occurrences.  Accrued
interest  decreased by $79,600 due to the April payment on mortgage  loans being
paid in March.

     In May 1999, the Company entered into a purchase and sale agreement for the
acquisition of three office  buildings  located in  Indianapolis,  Indiana.  The
aggregate  purchase  price  for the  three  office  buildings  is  approximately
$7,944,000.  The  purchase  will be made with  approximately  561,000  shares of
common stock valued at $4.75 per share or approximately $2,665,000 of additional
equity,  and the  assumption  of the  existing  mortgage  on the  properties  of
approximately $5,279,000. The acquisition is subject to stockholder approval and
is expected to close in the third quarter of 1999.

     The Company  desires to acquire  additional  properties and, in order to do
so, it may need to raise additional debt or equity capital. 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.

     The  Company  intends  to meet  its  near-term  working  capital  liquidity
requirements  through cash flows  provided  from  operations.  The Company has a
short-term  revolving  credit line from Norwest  Bank  Colorado in the amount of
$300,000.  At March 31, 1999 the Company had no outstanding  balance on the line
of credit.

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,
air conditioning units, and external security systems 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.  Although the service contractors have responded with respect to most
of these systems indicating that they are Year 2000 compliant, the review of all
the systems is not yet complete.  The Company  believes that this review will be
completed  prior to June 30,  1999  and  that  the cost of this  review  will be
included in the cost of the Company's service contracts for this equipment.


                                       7
<PAGE>



     The Company  also intends to contact its major  tenants to determine  their
Year 2000  compliance.  Failure of tenants to be Year 2000 compliant may lead to
delays in payment of rent to the Company and delayed revenue to the Company. The
Company  intends  to  complete  its  review of tenant  compliance  in the second
quarter of 1999.

     The Company has purchased new accounting  and tenant service  software that
is Year 2000  compliant.  The Company would have  purchased new software to meet
its needs  regardless of potential  Year 2000 issues with its prior system.  The
Company  installed and received  training  concerning  this new software and the
approximate cost was less than $25,000.

     Management  believes  that  inflation  should not have a  material  adverse
effect on the Company. Many of 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.

     This  report  contains  forward-looking  statements  within the  meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
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 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, 1999,  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.



Date:    February 28, 2000             By: /s/ James F. Etter
                                           -------------------------------------
                                               James F. Etter, President



Date:    February 28, 2000             By:  /s/ D. Scott Ikenberry
                                            ------------------------------------
                                                D. Scott Ikenberry
                                                Chief Financial Officer
                                               (Principal Financial Officer)




                                       9