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, 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 Identification No.)
 incorporation or organization)


3333 S. Wadsworth Blvd., Suite D-216
Lakewood, Colorado                                          80227
------------------                                          -----
                                                          (Zip Code)
                                 (303) 980-1880
                                 --------------
                (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 12, 1999 the Registrant had outstanding  2,228,850 shares of common
stock, per value $.001.

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

<PAGE>

                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                                  JUNE 30, 1999



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

                                                                        Page No.
Part I

Item 1.  Financial Statements
             Balance Sheets as of December 31, 1998 and
             June 30, 1999                                                   3
             Statements of Operations for the Three Month and
                Six Months Ended June 30, 1998 and 1999                      4
             Statements of Cash Flows for the Six Months Ended
                June 30, 1998 and 1999                                       5
             Notes to Financial Statements                                   6


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



Part II

Item 4.  Submission Of Matters To Vote Of Stockholders                      10

Item 5.  Other Information                                                  10

Item 6.  Exhibits and Reports on Form 8-K                                   10



                                       2
<PAGE>
<TABLE>
<CAPTION>


                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                       ASSETS
                                                         December 31,      June 30,
                                                            1998            1999
                                                            ----            ----
                                                                         (Unaudited)
ASSETS
<S>                                                     <C>             <C>
  Investment in real estate
   Land                                                 $  4,745,754    $  4,745,754
   Buildings and improvements                             22,363,656      22,390,354
   Furniture, fixtures and equipment                         284,993         314,882
   Tenant improvements                                       541,058         573,063
     Less accumulated depreciation and amortization       (5,837,264)     (6,301,983)
                                                        ------------    ------------

        Net Investment in Real Estate                     22,098,197      21,722,070

  Cash and cash equivalents                                  441,316         371,194
  Tenant accounts receivable                                  48,615          48,222
  Deferred financing costs, net                              624,917         600,060
  Prepaid expenses and other assets                          501,889         426,379
                                                        ------------    ------------

                                                        $ 23,714,934    $ 23,167,925
                                                        ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Mortgage loans payable                               $ 18,861,599    $ 18,742,791
   Accounts payable and accrued expenses                     121,327         184,313
   Accrued interest                                          108,810         111,820
   Accrued real estate taxes                                 558,745         266,951
   Prepaid rents and security deposits                       214,912         308,181
   Dividends payable                                         199,052         199,052
                                                        ------------    ------------

     Total Liabilities                                    20,064,445      19,813,108
                                                        ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value
      Authorized - 5,000,000 shares
      Issued and outstanding - none                             --              --
   Common stock, $.001 par value
     Authorized - 15,000,000 shares
     Issued and outstanding - 1,658,770 shares (1998)          1,659           1,659
     And 1,658,770 shares (1999)
   Capital in excess of par value                          5,607,725       5,607,725
   Distribution in excess of accumulated earnings         (1,958,895)     (2,254,567)
                                                        ------------    ------------

        Total Stockholders' Equity                         3,650,489       3,354,817
                                                        ------------    ------------

                                                        $ 23,714,934    $ 23,167,925
                                                        ============    ============

                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                      AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF OPERATIONS


                                             Three Months Ended        Six Months Ended
                                                  June 30,                 June 30,
                                             -----------------         ----------------
                                             1998         1999         1998        1999
                                             ----         ----         ----        ----
                                                (unaudited)               (unaudited)
REAL ESTATE OPERATING REVENUE
<S>                                       <C>          <C>          <C>          <C>
   Rental revenue
     Commercial properties                $  324,592   $  958,412   $  661,001   $1,959,514
     Storage properties                      359,242      352,936      721,138      680,638
                                          ----------   ----------   ----------   ----------
                                             683,834    1,311,348    1,382,139    2,640,152
                                          ----------   ----------   ----------   ----------

REAL ESTATE OPERATING EXPENSES
   Property operating expenses
     Operating expenses                      147,972      312,535      302,091      593,286
     Real estate taxes                        75,060      127,414      149,603      267,059
     Management fees                          36,813       22,126       75,491       44,224
   General and administrative                 92,416      220,038      197,309      427,246
   Interest                                  179,801      357,080      356,527      720,644
   Depreciation and amortization             147,052      246,537      294,755      490,318
                                          ----------   ----------   ----------   ----------

                                             679,114    1,285,730    1,375,776    2,542,777
                                          ----------   ----------   ----------   ----------

OTHER INCOME
   Interest income                             1,647        5,376        1,742        5,376
                                          ----------   ----------   ----------   ----------

NET INCOME                                $    6,367   $   30,994   $    8,105   $  102,751
                                          ==========   ==========   ==========   ==========

NET INCOME PER COMMON SHARE               $      .00   $      .02   $      .01   $      .06
                                          ==========   ==========   ==========   ==========

NET INCOME PER COMMON SHARE
   ASSUMING DILUTION                      $      .00   $      .02   $      .01   $      .06
                                          ==========   ==========   ==========   ==========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                      1,438,110    1,658,770    1,438,110    1,658,770
                                          ==========   ==========   ==========   ==========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING ASSUMING DILUTION    1,443,110    1,664,145    1,443,110    1,664,145
                                          ==========   ==========   ==========   ==========


                                       4
</TABLE>
<PAGE>


                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                           Six Months Ended
                                                               June 30
                                                        --------------------
                                                        1998            1999
                                                        ----            ----
                                                             (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                         $     8,105        102,751
  Adjustments to reconcile net income to net cash
          provided by operating activities
     Depreciation and amortization                       294,755        490,318
     Changes in assets and liabilities
       Decrease in receivables                               814            393
       (Increase) Decrease in prepaids                  (578,970)        74,767
       Increase in accounts payable                       25,929         62,985
       (Decrease) in accruals                           (140,861)      (195,832)
                                                     -----------    -----------
   Net cash (used) provided by operating activities     (390,228)       535,382
                                                     -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to investments in real estate              (129,964)       (88,592)
                                                     -----------    -----------

   Net cash (used) by investing activities              (129,964)       (88,592)
                                                     -----------    -----------

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                            (23,991)      (118,808)
   Dividends paid                                       (321,571)      (398,104)
   Payment of deferred financing costs                   (28,324)          --
                                                     -----------    -----------
   Net cash provided (used) by financing activities      630,732       (516,912)
                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                     110,540        (70,122)

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

CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                  $   209,874    $   371,194
                                                     ===========    ===========


                                       5

<PAGE>


                            AMERIVEST PROPERTIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 30, 1999


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  31,1998.  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 six months  ended June 30, 1999 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1999.

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

     On August 12, 1999,  Registrant  completed the  acquisition of three office
buildings  (the  "Acquired  Buildings")  in the State of Indiana.  The  Acquired
Buildings contain an aggregate of approximately 95,836 square feet. The purchase
price for the  Acquired  Buildings  was  $7,944,000,  which was paid by assuming
approximately  $5,255,000  of existing debt (the "Debt") and $116,400 of related
property  taxes on the properties  and issuing  approximately  541,600 shares of
Registrant's  common stock at the rate of $4.75 per share.  In conjunction  with
the  assumption of the Debt,  Registrant  also assumed  joint  liability for the
obligations  and  liabilities  of the  original  guarantors  of the Debt with an
indemnification  back for any obligations and liabilities  accruing prior to the
acquisition.


                                       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.

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

Three  Months  Ended June 30,  1999,  Compared  With Three Months Ended June 30,
1998.
--------------------------------------------------------------------------------

     The  Company's  results of  operations  for the three months ended June 30,
1999  include 24  operating  properties,  whereas the June 30,  1998  results of
operations include nine operating  properties.  Revenues for second quarter 1999
increased  approximately  $627,500,  and operating expenses,  real estate taxes,
general  and  administrative,   interest,   and  depreciation  and  amortization
increased  approximately  $164,600,  $52,400,  $127,600,  $177,300  and  $99,500
respectively,  for a total  increase of $621,400 as compared with June 30, 1998.
All increases  resulted primarily from inclusion of the operations of eleven new
properties as of July 1, 1998 and 4 new  properties  as of August 18, 1998.  The
Company also had interest income of $5,400 for the 1999 period, as compared with
$1,700 for the 1998 period, primarily as a result of investment funds being held
for working capital.

     The net income for the three  months  ended June 30, 1999 was  $30,994,  or
$.02 per share,  as compared to a net income of $6,367,  or $.00 per share,  for
the three  months  ended June 30,  1998.  The  increase  in net income  resulted
primarily  from the  inclusion in the 1999 second  quarter of the 15  properties
acquired in July and August 1998.

Six Months Ended June 30, 1999, Compared With Six Months Ended June 30, 1998.
-----------------------------------------------------------------------------

     The Company's  results of operations for the six months ended June 30, 1999
include 24 operating properties, whereas the June 30, 1998 results of operations
include nine operating  properties.  Revenues for 1999  increased  approximately
$1,258,000,   and   operating   expenses,   real  estate   taxes,   general  and
administrative,   interest,   and  depreciation   and   amortization   increased
approximately $291,200,  $117,500, $229,900, $364,100 and $195,600 respectively,
for a total increase of $1,198,400 as compared with June 30, 1998. All increases
resulted  primarily from inclusion of the operations of eleven new properties as
of July 1, 1998 and 4 new properties as of August 18, 1998. The Company also had
interest  income of $5,400 for the 1999 period,  as compared with $1,700 for the
1998 period,  primarily as a result of  investment  funds being held for working
capital.

                                       7
<PAGE>



     The net income for the six months ended June 30, 1999 was $102,751, or $.06
per share, as compared with a net income of $8,105,  or $.01 per share,  for the
six months ended June 30, 1998.


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

     From  December 31, 1998 to June 30,  1999,  net  investment  in real estate
decreased  approximately  $376,100.  The  net  decrease  was  primarily  due  to
depreciation for the six month period.

     Deferred  financing  costs decreased  approximately  $24,900 as a result of
normal   amortization.   Prepaid   expenses  and  other   assets   decreased  by
approximately  $75,500  due  primarily  to changes in the  escrow  reserves  for
property taxes and maintenance reserves.

     Mortgage loans payable decreased by approximately $119,000 due primarily to
regular periodic  amortization  payments.  Accounts payable and accrued expenses
increased by approximately  $63,000 during the period,  all of which result from
timing differences in the course of normal operations. Accrued real estate taxes
decreased  approximately  $292,000  and  prepaid  rents  and  security  deposits
increased  approximately $93,300, both of which resulted from timing differences
in the course of normal operations during the first six months of 1999.

     At June 30, 1999, the Company had  approximately  $371,000 of cash and cash
equivalents,   including  approximately  $199,000  of  cash  in  reserve  for  a
stockholder dividend distribution which was paid on July 15, 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 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 Subsequent  Events and elsewhere  herein, on August 12, 1999 the
Company  closed on the  acquisition of three office  buildings in  Indianapolis,
Indiana.

     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 capital resources in
excess of the  Company's  operating  cash flow are not  anticipated  in order to
upgrade the facilities in the near future.

     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 no contractual  restraints  against  increasing
rents to  attempt  to respond to  inflationary  pressures,  if any  inflationary
pressures should materialize.

                                       8
<PAGE>


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 has
received   assurances  from  its  service  contractors  that  the  operation  of
elevators,  air  conditioners,  and other  equipment  installed in the Company's
buildings are Year 2000 compliant.  The Company  installed new computer hardware
and software  that is year 2000  compliant at the beginning of 1999 at a cost of
approximately  $25,000. The Company does not expect to incur additional material
expenses for year 2000 compliance.

     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 4. Submission Of Matters To A Vote Of Stockholders
        -----------------------------------------------

     On June 29, 1999, the Company's Annual Meeting of Stockholders was held. At
that meeting,  the following  matters were approved by the  stockholders  by the
votes indicated below.

1.   Robert J.  McFann was  re-elected  as a Class  Three  Director  with a term
     expiring at the annual meeting in 2002.  There were 1,480,065 votes for and
     32,660 votes withheld.

2.   The proposal to  reincorporate  the Company  under the laws of the State of
     Maryland,  including  provisions  to increase  authorized  common  stock to
     15,000,000  shares and to provide for the authorization of 5,000,000 shares
     of preferred  stock, was approved by a vote of 1,098,779 shares for, 32,880
     shares against and 6,050 shares being withheld.

3.   The  proposal to issue  shares of common stock as a portion of the purchase
     price for three  office  buildings  located in  Indianapolis,  Indiana  was
     approved by a vote of  1,091,447  shares  for,  34,687  shares  against and
     11,475 shares being withheld.

4.   The proposal to ratify the selection of Wheeler Wasoff, P.C. as independent
     certified  accountants  for the fiscal  year ending  December  31, 1999 was
     approved with a total of 1,474,565  shares  voting in favor,  25,000 voting
     against and 13,130 shares being withheld.


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

     None.


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 30,1998, the Registrant did not file any
          reports on Form 8-K.

                                       10
<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 16, 1999
                                              By: /s/ James F. Etter
                                              ----------------------
                                              James F. Etter, President and
                                              Principal  Financial Officer



                                       11