SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A


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

         For the quarterly period ended September 30, 1996.

         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 December 2, 1996 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/A
                               September 30, 1996


                                Table of Contents
                                -----------------
                                                                        Page No.
Part I

Item 1.     Financial Statements
                Balance Sheets as of December 31, 1995 and
                   September 30, 1996                                       3
                Statements of Operations for the Three and
                   Nine Months Ended September 30, 1996 and 1995            4
                Statements of Cash Flows for the Nine Months Ended
                   September 30, 1996 and 1995                              5
                Notes to Financial Statements                               7

            Pro Forma Combined, Condensed Financial Statements
                Balance Sheet as of September 30, 1996                      9
                Statement of Operations Year Ended December 31, 1995       11
                Statement of Operations for the Nine Months
                  Ended September 30, 1996                                 12
                Notes to Pro Forma Combined, Condensed
                  Financial Statements                                     13


Item 2.     Management=s Discussion and Analysis of
                   Financial Condition and Results of Operations           14



Part II

Item 5.     Other Information                                              15

Item 6.     Exhibits and Reports on Form 8-K                               15






                                        2






<PAGE>

                    AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                     December 31,  September 30,
                                                        1995           1996
                                                     ------------  -------------
                                                             (Unaudited)
CURRENT ASSETS                                    
  Cash                                               $     7,177    $     9,441
  Accounts receivable                                        386            500
  Prepaid expenses                                        25,658          1,020
                                                     -----------    -----------

   Total Current Assets                                   33,221         10,961

REAL ESTATE, PROPERTY & EQUIPMENT (net)                1,282,058      1,251,706

OTHER ASSETS
  Deferred offering costs                                132,648        363,508
  Other                                                      268            182
                                                     -----------    -----------
                                                         132,916        363,690
                                                     -----------    -----------
                                                     $ 1,448,195    $ 1,626,357
                                                     ===========    ===========


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Accounts payable - trade                           $    64,702    $   154,618
  Note payable - related                                 125,000        180,000
  Current portion of long term debt                       18,023         18,803
  Property taxes payable                                  33,163         24,872
  Accrued interest payable                                11,927         22,888
  Security deposits                                       15,771         15,771
                                                     -----------    -----------

   Total Current Liabilities                             268,586        416,952
                                                     -----------    -----------

LONG-TERM DEBT                                         1,178,595      1,164,442
                                                     -----------    -----------

COMMITMENTS

REDEEMABLE COMMON STOCK                                   97,221         97,221
                                                     -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, $.001 par value
     Authorized - 10,000,000 shares
     Issued and outstanding - 284,000 shares                 284            284
   Capital in excess of par value                        509,512        651,504
   Accumulated deficit                                  (508,782)      (606,825)
   Redeemable common stock                               (97,221)       (97,221)
                                                     -----------    -----------

                                                         (96,207)       (52,258)
                                                     -----------    -----------

                                                     $ 1,448,195    $ 1,626,357
                                                     ===========    ===========

                 See accompanying notes to financial statements 

                                       3

<PAGE>
<TABLE>
<CAPTION>
                              AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                               CONSOLIDATED STATEMENTS OF OPERATIONS


                                                Three Months Ended       Nine Months Ended
                                                  September 30             September 30
                                             ---------------------    ----------------------
                                               1995         1996         1995        1996
                                            ---------    ---------    ----------   ---------
                                                 (Unaudited)                (Unaudited)

<S>                                         <C>          <C>          <C>          <C>      
RENTAL REVENUE, net                         $  55,824    $  59,561    $ 166,886    $ 176,986
                                            ---------    ---------    ---------    ---------

OPERATING EXPENSES
   Property operations                          7,941       10,249       24,227       28,977
   General and administrative                  54,150       35,043      124,361      115,346
   Management fee - related                     4,200        4,478       12,600       13,349
   Interest - related                           1,295        4,230        1,295       11,088
               - other                         25,539       25,186       76,908       75,868
   Depreciation and amortization               10,142       10,143       30,426       30,428
                                            ---------    ---------    ---------    ---------

                                              103,267       89,329      269,817      275,056
                                            ---------    ---------    ---------    ---------

OPERATING (LOSS)                              (47,443)     (29,768)    (102,931)     (98,070)
                                            ---------    ---------    ---------    ---------

OTHER INCOME
  Interest income                                 107            7        1,743           27
                                            ---------    ---------    ---------    ---------

                                              (47,336)     (29,761)    (101,188)     (98,043)
                                            ---------    ---------    ---------    ---------

INCOME APPLICABLE TO PREDECESSOR
  PARTNERSHIP                                    --           --         13,312         --
                                            ---------    ---------    ---------    ---------

NET (LOSS)                                  $ (47,336)   $ (29,761)   $(114,500)   $ (98,043)
                                            =========    =========    =========    =========

NET (LOSS) PER SHARE                        $    (.17)   $    (.10)   $    (.40)   $    (.34)
                                            =========    =========    =========    =========

AVERAGE SHARES OUTSTANDING                    284,000      284,000      284,000      284,000
                                            =========    =========    =========    =========




                                    See accompanying notes to financial statements 
                                                                                                 4
                                                        4

</TABLE>



<PAGE>


                    AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                          Nine Months Ended
                                                             September 30
                                                        -----------------------
                                                          1995          1996
                                                        ---------     ---------
                                                              (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                           $(101,188)     $ (98,043)
  Adjustments to reconcile net (loss)
      to net cash (used)
      by operating activities
   Depreciation and amortization                          30,426         30,428
   Changes in assets and liabilities
      Decrease (increase) in receivables                  21,499           (114)
      (Increase) decrease in prepaids                     (2,403)        24,638
      (Increase) in deferred offering
       costs                                             (93,285)      (230,860)
      Decrease in related party
        receivables                                       20,881           --
      Increase in accounts
        payable                                           81,111         89,215
      (Decrease) increase in accruals                     (4,749)         3,381
      Other                                               21,317           --
                                                       ---------      ---------

Net cash (used) by
   operating activities                                  (26,391)      (181,355)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES




                 See accompanying notes to financialstatements.



                                        5





<PAGE>


                    AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


                                                          Nine Months Ended
                                                            September 30
                                                        1995            1996
                                                     ----------      ----------
                                                            (Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES
   Sale of common stock warrants
      for cash                                       $    --          $ 150,000
   Cash paid for offerings                                --             (8,008)
   Cash distributed to partners                        (23,000)            --
   Loan proceeds - related                              70,000           55,000
   Payments on long-term debt                          (12,287)         (13,373)
                                                     ---------        ---------

   Net cash provided by
      financing activities                              34,713          183,619
                                                     ---------        ---------

NET INCREASE IN CASH                                     8,322            2,264

CASH, BEGINNING OF PERIOD                               46,955            7,177
                                                     ---------        ---------

CASH, END OF PERIOD                                  $  55,277        $   9,441
                                                     =========        =========



                 See accompanying notes to financial statements.








                                        6

<PAGE>

                            AMERIVEST PROPERTIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 1996

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 registration statement on Form SB-2
which became effective with the Securities and Exchange Commission on August 30,
1996. The current interim periods  reported herein should be read in conjunction
with the Company=s  registration  statement  subject to independent audit at the
end of the year.

     The results of operations for the nine months ended  September 30, 1996 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1996.

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

     Subsequent to the period  reported,  the Company on November 5, 1996 closed
its initial  public  offering.  The total  number of shares of common stock sold
were  1,098,870  and the total  number of warrants  sold were  549,435.  The net
proceeds from the offering was $4,931,587. In addition, on October 30, 1996, the
Company acquired the five properties identified in its registration statement on
Form SB-2, which became effective with the Securities and Exchange Commission on
August 30, 1996.









                                        7

<PAGE>
                    AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                 AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
                            AMERIVEST PROPERTIES INC.

               PRO FORMA COMBINED, CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


     The  accompanying  pro  forma  financial  statements  give  effect  to  the
acquisition  agreements  between AmeriVest  Properties Inc. and its wholly owned
subsidiary,   AmeriVest   Broadway   Properties,   Inc.,   (ABP)   (collectively
"AmeriVest") and Consolidated American Properties,  Ltd., the parent of Giltedge
Office Building,  Inc. (GBI) and Consolidated  Storage  Properties,  Inc. (CSP),
accounted for as purchases;  the completion of the offering of 1,098,870  shares
of common stock and 549,435  redeemable  common  stock  purchase  warrants;  and
AmeriVest's  qualification  as a REIT.  AmeriVest  has  received  the opinion of
special  tax  counsel  that  it  has  been  organized  in  conformity  with  the
requirements  for  qualification  as a REIT.  AmeriVest  intends to fulfill  all
requirements to qualify and operate as a REIT.

     The  accompanying pro forma combined  condensed  balance sheet combines the
balance  sheets of  AmeriVest  as of  September  30, 1996 with GBI and CSP as of
September 30, 1996.

     The pro forma combined condensed statement of operations for the year ended
December  31,  1995,  and nine months ended  September  30,  1996,  combines the
statements  of  operations  of  AmeriVest,  GBI and CSP. The pro forma  combined
condensed  statements of operations  are  presented as if the  acquisitions  had
occurred  at the  beginning  of the  period  presented.  The pro forma  combined
condensed  balance  sheet is  presented  as if the  acquisition  had occurred at
September 30, 1996.

     The pro forma combined condensed financial statements have been prepared by
AmeriVest   management  based  upon  the  historical   financial  statements  of
AmeriVest,  GBI and CSP. These pro forma statements may not be indicative of the
results that actually would have occurred if the  combination had been in effect
on the dates  indicated  or which may be obtained  in the future.  The pro forma
financial statements should be read in conjunction with the historical financial
statements and notes hereto contained elsewhere in this document.










                                        8

<PAGE>
<TABLE>
<CAPTION>

                                           AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                                        AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
                                                  AMERIVEST PROPERTIES INC.

                                          PRO FORMA COMBINED, CONDENSED BALANCE SHEET
                                                        September 30, 1996
                                                          (Unaudited)

                                                            ASSETS
                                       Historical Financial Statements 
                                   -----------------------------------------      Pro Forma           Pro Forma
                                   AmeriVest           GBI            CSP         Adjustments         Combined

<S>                                <C>            <C>             <C>           <C>                  <C>    
CURRENT ASSETS                     
   Cash                            $    9,441     $    39,350     $   63,268    $  4,931,587 (B)    $  1,852,282
                                                                                    (194,497)(D)
                                                                                     729,556 (E)
                                                                                  (3,807,505)(F)
                                                                                      81,082 (H)
   Accounts receivable                    500           10,911         37,735             --              49,146
                                                                                            
   Note receivable - parent                --          229,010        500,546       (729,556) (E)             --
   Prepaid expenses                     1,020              366          4,464             --               5,850
                                   ----------       ----------    -----------   ------------        ------------

      Total Current Assets             10,961          279,637        606,013      (1,010,667)         1,907,278
                                   ----------      -----------    -----------   -------------       ------------

REAL ESTATE, PROPERTY AND
EQUIPMENT, net                      1,251,706        2,071,599      2,856,230       4,485,188 (F)     10,554,397
                                                                                     (110,326)(G)
                                   ----------      -----------    -----------   -------------       ------------


                                    1,251,706        2,071,599      2,856,230       4,374,862         10,554,397
                                   ----------      -----------    -----------   -------------       ------------

OTHER ASSETS
   Deferred offering costs            363,508               --             --        (363,508)(C)             --
   Loan fees and other, net               182           37,639         81,120              --            118,941
                                   ----------      -----------    -----------   -------------       ------------
                                                                                                                          

                                      363,690           37,639         81,120        (363,508)           118,941
                                   ----------      -----------    -----------   -------------       ------------

                                   $1,626,357      $ 2,388,875    $ 3,543,363   $   5,022,021       $ 12,580,616
                                   ==========      ===========    ===========   =============       ============
                                                                                                      

                             See notes to the pro forma combined, condensed financial statements 
                                                                                
                                                                9


</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                            AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                                         AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
                                                    AMERIVEST PROPERTIES INC.

                                     PRO FORMA COMBINED, CONDENSED BALANCE SHEET (Continued)
                                                       September 30, 1996
                                                           (Unaudited)

                                              LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     Historical Financial Statements 
                                             --------------------------------------------      Pro Forma         Pro Forma
                                               AmeriVest          GBI             CSP          Adjustments        Combined
<S>                                           <C>            <C>              <C>            <C>                <C>    
CURRENT LIABILITIES                        
   Accounts payable                          $    170,389    $     23,947    $     96,210    $   (189,808)(C)   $    100,738
   Current portion of long-term debt               18,803          29,036          80,839            --              128,678
   Note payable - related                         180,000            --              --          (180,000)(D)           --
   Accrued expenses                                47,760          76,509         139,732         (14,497)(D)        249,504
   Income taxes                                      --            12,172           6,259         (18,431)(H)           --
                                             ------------    ------------    ------------    ------------       ------------
      Total Current
         Liabilities                              416,952         150,200         323,040        (419,808)           478,920
                                             ------------    ------------    ------------    ------------       ------------

LONG-TERM DEBT                                  1,164,442       2,021,760       4,114,921            --            7,301,123
                                             ------------    ------------    ------------    ------------       ------------

REDEEMABLE COMMON STOCK                            97,221            --              --           (97,221)(I)           --
                                             ------------    ------------    ------------    ------------       ------------

STOCKHOLDERS' EQUITY
   Common stock                                       284              50             251           1,099 (B)          1,383
                                                                                                     (301)(F)
   Capital in excess                              651,504         185,984        (968,650)      4,930,488 (B)      5,399,756
                                                                                                 (173,700)(C)
                                                                                                  774,130 (F)
   Retained earnings (deficit)                   (606,825)         22,345          73,801         (96,146)(F)       (600,566)
                                                                                                 (110,326)(G)
                                                                                                  116,585 (H)
   Redeemable common stock                        (97,221)           --              --            97,221 (I)            --
                                             ------------    ------------    ------------    ------------       ------------

                                                  (52,258)        208,379        (894,598)      5,539,050          4,800,573
                                             ------------    ------------    ------------    ------------       ------------   
               
                                             $  1,626,357    $  2,388,875    $  3,543,363    $  5,022,021       $ 12,580,616
                                             ============    ============    ============    ============       ============
                                                                                            


                              See notes to the pro forma combined, condensed financial statements. 
                                                                                                                                 

                                                         10

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                           AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                                        AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
                                                   AMERIVEST PROPERTIES INC.

                                     PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
                                                 YEAR ENDED DECEMBER 31, 1995
                                                          (Unaudited)

                                                       Historical Financial Statements   
                                                 ------------------------------------------   Pro Forma       Pro Forma
                                                  AmeriVest             GBI         CSP      Adjustments       Combined

<S>                                              <C>               <C>          <C>           <C>             <C>       
RENTAL REVENUE, net                              $  223,203        $  760,039   $ 1,396,147   $ (9,600)(A)    $2,369,789
                                                 ----------        ----------   -----------   --------       -----------

OPERATING EXPENSES
   Property operations                               42,143           344,627       341,936        --            728,706
   General & administrative                         170,674            27,836        82,631     (9,600)(A)       323,141
                                                                                                51,600 (K)
   Management fee - related                          16,988           115,045       189,509   (193,483)(J)        128,059
   Interest expense                                 105,843           177,341       387,300         --            670,484
   Depreciation and
      amortization                                   40,570           128,196       238,168     160,637 (G)       567,571
                                                 ----------       -----------   -----------    --------       -----------

                                                    376,218           793,045     1,239,544       9,154         2,417,961
                                                 ----------       -----------   -----------    --------       -----------

OPERATING (LOSS) INCOME                            (153,015)          (33,006)      156,603    ( 18,754)          (48,172)
                                                 ----------       -----------   -----------    --------        ----------  

OTHER INCOME                                          1,757             6,589         7,094         --             15,440
                                                 ----------       -----------   -----------    --------        ----------     
(LOSS) INCOME BEFORE
   INCOME TAXES                                    (151,258)          (26,417)      163,697     (18,754)          (32,732)

INCOME TAXES                                            --              5,400        52,000      57,400 (H)          --
                                                 ----------       -----------   -----------    --------        -----------

NET (LOSS) INCOME                               $    (151,258) $   (31,817)     $   111,697    $ 38,646        $   (32,732)
                                                =============  ===========      ===========    ========        =========== 
                                                   
PRO FORMA INCOME PER SHARE                                                                                     $     (.024)
                                                                                                               ===========

AVERAGE SHARES OUTSTANDING                                                                                       1,382,870
                                                                                                               ===========



                             See notes to the pro forma combined, condensed financial statements. 
                                          
                                                                    11
</TABLE>





<PAGE>
<TABLE>
<CAPTION>
                                           AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                                        AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
                                                   AMERIVEST PROPERTIES INC.

                                     PRO FORMA COMBINED, CONDENSED STATEMENT OF OPERATIONS
                                             NINE MONTHS ENDED SEPTEMBER 30, 1996
                                                          (Unaudited)

                                              Historical Financial Statements 
                                           ------------------------------------           Pro Forma        Pro Forma
                                             AmeriVest       GBI         CSP            Adjustments        Combined

<S>                                        <C>             <C>        <C>               <C>               <C>       
RENTAL REVENUE, net                        $   176,986     $624,577   $ 953,191         $ (4,800)(A)      $1,749,954
                                           -----------     --------   ---------         --------          ----------

OPERATING EXPENSES
   Property operations                          28,977      268,728     301,155                              598,860
   General & administrative                    115,346        7,695      11,049           (4,800)(A)         129,290
   Management fee - related                     13,349       31,064      48,513                               92,926
   Interest expense                             86,956      131,366     313,442                              531,764
   Depreciation and
      amortization                              30,428       99,144     178,745          110,326 (G)         418,643
                                           -----------     --------   ---------         --------          ----------

                                               275,056      537,997     852,904          105,526           1,771,483
                                           -----------     --------   ---------         --------          ----------

OPERATING (LOSS) INCOME                        (98,070)      86,580     100,287         (110,326)            (21,529)
                                           -----------     --------   ---------        ---------          ----------

OTHER INCOME                                        27        9,178      23,412              --               32,617
                                           -----------     --------   ---------        ---------          ----------

(LOSS) INCOME BEFORE
   INCOME TAXES                                (98,043)      95,758     123,699         (110,326)             11,088

INCOME TAXES                                      --         38,949      69,100         (108,049)(H)           --
                                           -----------     --------   ---------        ---------           ----------

NET (LOSS) INCOME                          $   (98,043)    $ 56,809   $  54,599        $  (2,277)          $   11,088
                                           ===========     ========   =========        =========           ==========


PRO FORMA INCOME PER SHARE                                                                                 $     0.01
                                                                                                           ==========

AVERAGE SHARES OUTSTANDING                                                                                  1,382,870
                                                                                                           ==========         


                             See notes to the pro forma combined, condensed financial statements. 
                                                                                                                               12

                                                                 12

</TABLE>



<PAGE>
                    AMERIVEST PROPERTIES INC. AND SUBSIDIARY
                 AND THE REAL ESTATE COMPANIES TO BE ACQUIRED BY
                            AMERIVEST PROPERTIES INC.

           NOTES TO PRO FORMA COMBINED, CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1. The pro forma adjustments are as follows:

     (A)  To eliminate intercompany rental income and expense.
     (B)  To give  effect to the net  proceeds  of  $4,931,587  from the sale of
          1,098,870  shares of common  stock,  at $5.00 per share,  and  549,435
          redeemable common stock purchase warrants, at $.10 per warrant.
     (C)  To charge deferred offering costs against offering proceeds.
     (D)  To give effect to the  payment of  $194,497 on related  party loan and
          accrued interest.
     (E)  To give effect to receipt of $729,556 of notes  receivable and related
          accrued interest on loans to related party.
     (F)  To give  effect  to the  acquisition  of  real  estate  companies  for
          $3,325,000  pursuant  to  purchase  agreements,  and  related  closing
          adjustments of $482,505,  for total cash  consideration of $3,807,505,
          accounted for as purchases.
     (G)  To give  effect to  additional  depreciation  expense  on real  estate
          companies acquired. 
     (H)  To adjust  income taxes after giving  effect to pro forma  adjustments
          and acquisition of real estate  companies as if the Company  qualified
          as a  REIT,  distributed  all of its  taxable  income,  and  therefore
          incurred no tax expense.
     (I)  To  reclassify  redeemable  common  stock  upon  completion  of public
          offering.
     (J)  To  eliminate  real  estate  advisory  fees paid to related  party for
          strategic planning,  investment,  asset management,  and other similar
          services  rendered to the real estate companies to be acquired.  These
          services will be performed by the President of the Company.
     (K)  To give effect to  additional  compensation  of  $48,000,  and related
          employee  benefits,  to President  of the Company,  based on an annual
          salary of $90,000.

2.   The pro  forma  weighted  average  number  of  shares  outstanding  used in
     computing pro forma income per share has been calculated  assuming that all
     shares issued and  outstanding  as of September 30, 1996, and the number of
     shares to be issued from the common stock  offering  have been  outstanding
     for the period presented.





                                       13





<PAGE>


                            AMERIVEST PROPERTIES INC.


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

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

Nine Months Ended September 30, 1996, Compared With Nine Months Ended
September 30, 1996.
--------------------------------------------------------------------------------
         
     The Company's  rental  income for the nine months ended  September 30, 1996
increased  approximately  4.9% over the  comparable  period  in 1995.  Operating
expenses for the period  increased 1.9%. The net loss improved over the previous
year's comparable period by $16,500, due primarily to general and administrative
expenses  being  reduced  by  $9,000  and  rental  revenue  being  increased  by
approximately  $10,000.  The net loss per share was $.34 as  compared to $.40 in
the previous year.

     During this period,  the Company's  operations  included only one property;
however,   beginning  in  late  October  1996,  and  thereafter,  the  Company's
operations will include the five properties  acquired with the proceeds from the
Company's initial public offering.

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

     The consolidated financial condition of the Company evidenced the following
changes from December 31, 1995, to September 30, 1996.  Current assets decreased
approximately  $22,000,  primarily due to timing of prepaid  expenses.  Deferred
offering costs increased by $231,000; this increase was attributable to the cost
of completing the Company's initial public offering, noted below, on November 5,
1996.  Changes  in real  estate,  property  and  equipment  of $30,000 is due to
depreciation  for the  nine  month  period.  Current  liabilities  increased  by
approximately $148,000, primarily due to increase in accounts payable of $90,000
and note payable of $55,000. Long-term debt decreased by $14,000.

     On November 5, 1996 the Company closed on its initial public offering.  The
net proceeds from the offering were  $4,931,587.  Approximately  $3,800,000  was
used to acquire the five  properties  identified in the  Company's  registration
statement on Form SB-2. The remaining funds will be used for working capital and
are available for additional acquisitions.

     With the completion of the public  offering and the acquisition of the five
properties,  the  contingency  regarding the  Redeemable  Common Stock no longer
exists,  and  Redeemable  Common  Stock will be  reclassified  to  Stockholders'
Equity.

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<PAGE>

Part II.   Other Information


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

         On November 5, 1996 the Registrant  closed its initial public offering.
The total  number of shares of common  stock  sold was  1,098,870  and the total
number of warrants sold was 549,435.  The Company received net proceeds from the
offering of $4,931,587.

         On  October  30,  1996 the  Registrant  acquired  the  five  properties
identified in its  registration  statement that became effective with Securities
and Exchange Commission on August 30, 1996.




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  September  30,1996,  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.



December 4, 1996
                                               By:
                                                  ------------------------------
                                                  James F. Etter, President and
                                                  Principal  Financial Officer


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