SECURITIES AND EXCHANGE COMMISSIONPRIVATE
                             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 September 30, 1997.

         OR

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

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

         Commission file number 1-14462

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


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


7100 Grandview Avenue, Suite 1                                  80002
Arvada, Colorado                                   ----------------------------
------------------------------                                (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 November  14, 1997 the  Registrant  had  outstanding  1,429,070  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
                               SEPTEMBER 30, 1997



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

                                                                      Page No.
Part I

Item 1.  Financial Statements
             Balance Sheets as of December 31, 1996 and
             September 30, 1997                                            3
             Statements of Operations for the Three Months and
                Nine Months Ended September 30, 1997 and 1996              4
             Statements of Cash Flows for the Nine Months Ended
                September 30, 1996 and 1997                                5
             Notes to Financial Statements                                 6


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



Part II

Item 5.  Other Information                                                10

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








                                       2
<PAGE>




                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                           ASSETS
                                                                       
                                                    December 31,   September 30,
                                                       1996            1997
                                                   ------------    ------------
                                                                    (Unaudited)
ASSETS
         Investment in real estate
             Land                                  $  2,374,808    $  2,644,018
             Buildings and improvements              11,975,946      13,071,525
             Furniture, fixtures and equipment          225,099         246,867
             Tenant improvements                        512,725         517,951
               Less accumulated depreciation
               and amortization                      (4,573,871)     (4,988,076)
                                                   ------------    ------------ 
                 Net Investment in Real Estate       10,514,707      11,492,285

         Cash and cash equivalents                    1,230,640         116,573
         Tenant accounts receivable                      30,014          47,363
         Deferred financing costs, net                  111,139          92,354
         Prepaid expenses and other assets               49,580          36,807
                                                   ------------    ------------
                                                   $ 11,936,080    $ 11,785,382
                                                   ============    ============

       LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
         Mortgage loans payable                    $  7,397,995    $  7,297,998
         Lines of credit                                   --           160,000
         Accounts payable and accrued expenses           52,765          45,482
         Accrued interest                                57,273          56,759
         Accrued real estate taxes                      240,411         200,621
         Prepaid rents and security deposits             99,133         116,732
         Dividends payable                                 --           159,450
                                                   ------------    ------------
           Total Liabilities                          7,847,577       8,037,042
                                                   ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
         Common stock, $.001 par value
           Authorized - 10,000,000 shares
           Issued and outstanding - 1,382,870
             (1996) 1,429,070 (1997)                      1,383           1,429
         Capital in excess of par value               4,256,101       4,452,405
         Distribution in excess of accumulated
           earnings                                    (168,981)       (705,494)
                                                   ------------    ------------
           Total Stockholders' Equity                 4,088,503       3,748,340
                                                   ------------    ------------

                                                   $ 11,936,080    $ 11,785,382
                                                   ============    ============


                See accompanying notes to financial statements.



                                       3


<PAGE>
<TABLE>
<CAPTION>




                              AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENT OF OPERATIONS

                                                      Three Months Ended                    Nine Months Ended
                                                         September 30,                         September 30,
                                                ------------------------------        ------------------------------
                                                    1996               1997              1996                1997
                                                ----------         -----------        -----------        -----------
                                                          (unaudited)                           (unaudited)

REAL ESTATE OPERATING REVENUE
  Rental revenue
<S>                                             <C>                <C>                <C>                <C>        
    Commercial properties                       $    59,561        $   287,610        $   176,986        $   819,534
    Storage properties                                 --              355,477               --              995,957
                                                                                      -----------        -----------
                                                     59,561            643,087            176,986          1,815,491
                                                -----------        -----------        -----------        -----------

REAL ESTATE OPERATING EXPENSES
    Property operating expenses
      Operating expenses                             10,249            147,590             28,977            397,516
      Real estate taxes                              35,043             65,049            115,346            185,353
      Management fees (related at 9/30/96)           25,186             32,612             75,868             94,487
    General and administrative                        4,230             97,629             11,088            295,326
    Interest                                          4,478            170,013             13,349            511,900
    Depreciation and amortization                    10,143            148,286             30,428            433,424
                                                -----------        -----------        -----------        -----------

                                                     89,329            661,179            275,056          1,918,006
                                                -----------        -----------        -----------        -----------
                                                    (29,768)           (18,092)           (98,070)          (102,515)
OTHER INCOME
    Interest income                                       7              9,780                 27             36,599

NET (LOSS)                                      $   (29,761)       $    (8,312)       $   (98,043)       $   (65,916)
                                                ===========        ===========        ===========        ===========

NET (LOSS) PER COMMON SHARE                     $      (.10)       $      (.01)       $      (.34)       $      (.05)
                                                ===========        ===========        ===========        ===========

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                284,000          1,412,670            284,000          1,393,137
                                                ===========        ===========        ===========        ===========

                                See accompanying notes to financial statements.

</TABLE>
                                                    4
<PAGE>


                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                          Nine Months Ended
                                                             September 30,
                                                     --------------------------
                                                         1996           1997
                                                     -----------    -----------
                                                            (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                         $   (98,043)   $   (65,916)
  Adjustments to reconcile net (loss)
    to net cash provided by operating
    activities
   Depreciation and amortization                          30,428        433,424
   Changes in assets and liabilities
     (Increase) in receivables                              (114)       (17,349)
     Decrease in prepaids                                 24,638         12,337
     Increase (decrease) in accounts payable              89,215         (7,282)
     Increase (decrease) in accruals                       3,381        (22,705)
     (Increase) in deferred offering costs              (230,860)          --
                                                     -----------    -----------
                                                        (181,355)

 Net cash (used) provided by operating
   activities                                           (181,355)       332,509
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to investments in real estate                   --       (1,195,433)
                                                     -----------    -----------

  Net cash (used) by investing activities                   --       (1,195,433)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock warrants            150,000           --   
  Cost of warrants offering                               (8,008)          --   
  Loan proceeds - related                                 55,000           --
  Short term borrowings                                     --          160,000
  Payments on mortgage loans payable                     (13,373)       (99,997)
  Dividends paid                                            --         (311,146)
                                                     -----------    -----------
  Net cash  provided (used) by financing 
    activities                                           183,619       (251,143)
                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                         2,264     (1,114,067)

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

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                      $     9,441    $   116,573
                                                     ===========    ===========


                See accompanying notes to financial statements.



                                       5
<PAGE>




                           AMERIVEST PROPERTIES INC.
                         NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 1997


General
-------

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

     The results of operations for the nine months ended  September 30, 1997 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1997.


                                       6

<PAGE>



                            AMERIVEST PROPERTIES INC.


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


     The  following  discussion  and  analysis  of  the  consolidated  financial
condition  and  results of  operations  should be read in  conjunction  with the
Consolidated  Financial  Statements and notes thereto  included in the Company's
Form 10-KSB and elsewhere.  These financial statements present the operations of
the Company prior and subsequent to the  consummation  of the Company's  initial
public  offering on October 29,  1996 (the  "IPO") and its  acquisition  of five
properties on October 30, 1996, effective as of July 1, 1996 and the acquisition
of three properties effective as of August 1, 1997.

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

Three Months Ended September 30, 1997 Compared With Three Months Ended September
--------------------------------------------------------------------------------
30, 1996.
---------

     The Company's  results of operations  for the three months ended  September
30,  1997  include  six  operating  properties  for the entire  period and three
additional  properties  for the last  two  months  of the  period,  whereas  the
September  30, 1996 results of operations  include only one operating  property.
Revenues for the third quarter of 1997  increased  approximately  $583,500,  and
operating expenses, management fees, interest, and depreciation and amortization
increased approximately $137,300,  $7,400, $165,500 and $138,000,  respectively,
as compared with the third quarter of 1996.  All  increases  resulted  primarily
from  including the  operations of five new properties for the entire period and
an additional  three new properties  beginning as of August 1, 1997. The general
and administrative expenses increased approximately $93,000 due primarily to the
addition of the new properties and from costs associated with public  relations,
appraisal  fees and travel.  The Company also had interest  income of $9,800 for
the 1997 quarter,  primarily as a result of investment funds being held for real
estate acquisitions.

     The net loss for the three months ended  September 30, 1997 was $8,312,  or
$.01 per share, as compared with a net loss of $29,761,  or $.10 per share,  for
the three months ended September 30, 1996.

Nine Months Ended  September 30, 1997 Compared With Nine Months Ended  September
--------------------------------------------------------------------------------
30, 1996.
---------

     The Company's results of operations for the nine months ended September 30,
1997 include six operating properties for the entire period and three additional
properties for the last two months of the period, whereas the September 30, 1996
results of operations include only one operating property. Revenues for the nine




                                       7
<PAGE>


months  ended  September  30,  1997  increased  approximately  $1,638,500,   and
operating expenses, management fees, interest, and depreciation and amortization
increased approximately $368,500, $18,600, $498,500 and $403,000,  respectively,
as  compared  with the nine months  ended  September  30,  1996.  All  increases
resulted  primarily from the added  operations of the new properties  during the
1997 period. All real estate taxes for each property remained flat when compared
to the prior year's taxes, except for the Appleton, Wisconsin property for which
Real Estate taxes decreased on an annualized  basis by $15,000.  The general and
administrative  expenses increased approximately $284,000 due primarily from the
addition of the new  properties  and costs  associated  with  public  relations,
appraisal fees and travel.  The Company also had interest  income of $36,600 for
1997,  primarily  resulting  from  investment  funds  being held for real estate
acquisitions.

     The net loss for the nine months ended  September 30, 1997 was $65,916,  or
$.05 per share, as compared with a net loss of $98,043,  or $.34 per share,  for
the nine months ended September 30, 1996.

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

     The consolidated financial condition of the Company evidenced the following
changes from  December 31, 1996 to September  30, 1997.  Net  investment in real
estate  increased  approximately  $977,600,  primarily due to the acquisition of
three office  properties as of August 1, 1997 for $1,391,800,  less depreciation
of $415,000 on all  properties for the nine month period.  The Company  acquired
the  three  properties,  effective  as of  August  1,  1997,  for  approximately
$1,195,000 of cash and the issuance of 46,200 shares of common stock.

     Deferred  financing  costs,  net,  decreased  approximately  $18,800 due to
amortization  for the nine months  ended  September  30,  1997.  Mortgage  loans
decreased  by  approximately  $100,000 due to normal  payments  over the period.
Accounts  payable and accrued  expenses and accrued real estate taxes  decreased
approximately  $7,300 and $40,000,  respectively,  and prepaid  rents  increased
$17,600,  all of which resulted from timing  differences in the course of normal
operations during the first nine months of 1997.  Dividends payable increased by
$159,500 over the same period in 1996,  since no dividends  were declared  until
December 1996.

     The Company  finalized its $400,000  Revolving  Line of Credit with Norwest
Bank Colorado, N.A. in August, 1997. At September 30, 1997 the Company had drawn
down $160,000 on the line.  The remaining  balance on the line was available for
future acquisition of properties and/or working capital.

     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



                                       8



<PAGE>

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.

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

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

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





                                       9


<PAGE>





Part II. Other Information


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






                                   SIGNATURES

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

                                           AMERIVEST PROPERTIES INC.



November 14, 1997                          By:  /s/  JAMES F. ETTER
                                              ----------------------------------
                                              James F. Etter, President and
                                              Principal Financial Officer


                                       10