SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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, 1998.

          OR

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

          For the transition period from                to

          Commission file number 1-14462

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


          Delaware                  1-14462                      84-1240264
          --------                  -------                      ----------
(State or other jurisdiction    (Commission File               (IRS Employer
     of incorporation)               Number)                 Identification No.)

            2801 Youngfield Street, Suite 300; Golden, Colorado 80401
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (303) 205-7870
                                 --------------
                           (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  13, 1998 the  Registrant  had  outstanding  1,658,770  shares of
common stock, par value $.001.

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



<PAGE>

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



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


Part I

     Item 1.  Financial Statements

                  Balance Sheets as of December 31, 1997 and
                         September 30, 1998                                2
                  Statements of Operations for the Three Months and
                         Nine Months Ended September 30, 1997 and 1998     3
                  Statements of Cash Flows for the Nine Months Ended
                         September 30, 1997 and 1998                       4
                  Notes to Financial Statements                            5


     Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations            5 - 8



Part II

     Item 6.  Exhibits and Reports on Form 8-K                             8 - 9



                                       1
<PAGE>


                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                    December 31,   September 30,
                                                       1997            1998
                                                       ----            ----
ASSETS                                                              (Unaudited)

Investment in real estate
  Land                                             $  2,668,758    $  4,719,540
  Buildings and improvements                         13,064,287      22,261,791
  Furniture, fixtures and equipment                     248,667         253,640
  Tenant improvements                                   519,945         563,673
  Less accumulated depreciation and amortization     (5,118,271)     (5,616,731)
                                                   ------------    ------------

      Net Investment in Real Estate                  11,383,386      22,181,913

  Cash and cash equivalents                              99,334         231,384
  Tenant accounts receivable                             34,625         147,942
  Deferred financing costs, net                          85,956         572,333
  Prepaid expenses and other assets                      38,767         441,953
                                                   ------------    ------------

                                                   $ 11,642,068    $ 23,575,525
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Mortgage loans payable                           $  7,413,077    $ 18,690,048
  Accounts payable and accrued expenses                  48,543         229,650
  Accrued interest                                       56,219         115,634
  Accrued real estate taxes                             298,074         398,134
  Prepaid rents and security deposits                   120,799          79,090
  Dividends payable                                     160,801         199,052
                                                   ------------    ------------

Total Liabilities                                     8,097,513      19,711,608
                                                   ------------    ------------

STOCKHOLDERS' EQUITY

  Common stock, $.001 par value
    Authorized - 10,000,000 shares
    Issued and outstanding - 1,429,070 shares (1997)      1,429           1,659
    and 1,658,770 shares (1998)
  Capital in excess of par value                      4,463,955       5,598,602
  Distribution in excess of accumulated earnings       (920,829)     (1,736,344)
                                                   ------------    ------------

    Total Stockholders' Equity                        3,544,555       3,863,917
                                                   ------------    ------------

                                                   $ 11,642,068    $ 23,575,525
                                                   ============    ============


                 See accompanying notes to financial statements.

                                       2

<PAGE>
<TABLE>
<CAPTION>



                                    AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENT OF OPERATIONS

                                                    Three Months Ended                       Nine Months Ended
                                                       September 30,                           September 30,
                                                       -------------                           -------------
                                                  1997               1998                1997                1998
                                                  ----               ----                ----                ----
                                                        (Unaudited)                             (Unaudited)
REAL ESTATE OPERATING REVENUES
<S>                                            <C>                <C>                <C>                <C>        
  Rental revenue
    Commercial Properties                      $   287,610        $   800,756        $   819,534        $ 1,461,757
    Storage Properties                             355,477            368,732            995,957          1,089,870
                                               -----------        -----------        -----------        -----------
                                                   643,087          1,169,488          1,815,491          2,551,627
                                               -----------        -----------        -----------        -----------
REAL ESTATE OPERATING EXPENSES
  Property operating expenses
    Operating Expenses                             147,590            303,286            397,516            605,377
    Real estate taxes                               65,049            120,343            185,353            269,946
    Management fees                                 32,612             60,465             94,487            135,957
  General and administrative                        97,629            113,511            295,326            310,820
  Interest                                         170,013            309,603            511,900            666,130
  Expenses associated with debt refinancing           --              337,000               --              337,000
  Depreciation and amortization                    148,286            236,790            433,424            531,544
                                               -----------        -----------        -----------        -----------

                                                   661,179          1,480,998          1,918,006          2,856,774
                                               -----------        -----------        -----------        -----------
OTHER INCOME
  Interest income                                    9,780                898             36,599              2,640
                                               -----------        -----------        -----------        -----------

NET (LOSS)                                     $    (8,312)       $  (310,612)       $   (65,916)       $  (302,507)
                                               ===========        ===========        ===========        ===========

NET (LOSS) PER COMMON SHARE                    $      (.01)       $      (.19)       $      (.05)       $      (.20)
                                               ===========        ===========        ===========        ===========
NET (LOSS) PER COMMON SHARE
ASSUMING DILUTION                              $      (.01)       $      (.19)       $      (.05)       $      (.20)
                                               ===========        ===========        ===========        ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                        1,412,670          1,618,703          1,393,137          1,498,281
                                               ===========        ===========        ===========        ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
ASSUMING DILUTION                                1,412,670          1,618,703          1,393,137          1,498,281
                                               ===========        ===========        ===========        ===========





                                   See accompanying notes to financial statements.

                                                         3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                         AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                      Nine Months Ended
                                                                        September 30,
                                                                        -------------
                                                                   1997               1998
                                                                   ----               ----
                                                                           (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>                <C>          
  Net (loss)                                                  $    (65,916)      $   (302,507)

  Adjustments to reconcile net (loss) to net cash provided
    by operating activities
      Depreciation and amortization                                433,424            531,544
      Write off of loan fees                                          --               33,348
  Changes in assets and liabilities
    (Increase) in receivables                                      (17,349)          (113,317)
    Decrease (Increase) in prepaids                                 12,337           (404,458)
    (Decrease) Increase in accounts payable                         (7,282)           161,132
    (Decrease) Increase in accruals                                (22,705)           146,338
                                                              ------------       ------------
  Net cash provided by operating activities                        332,509             52,080
                                                              ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Additions to investments in real estate                       (1,195,433)        (8,297,923)
                                                              ------------       ------------

  Net cash (used) by investing activities                       (1,195,433)        (8,297,923)
                                                              ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short term borrowings                              160,000            980,000
  Repayments of short term borrowings                                 --           (1,130,000)
  Proceeds from mortgage loans                                        --           15,700,000
  Payments on mortgage loans                                       (99,997)        (6,137,216)
  (Increase) in loan costs                                            --             (551,537)
  Dividends paid                                                  (311,146)          (483,354)
                                                              ------------       ------------
  Net cash (used) provided by financing activities                (251,143)         8,377,893
                                                              ------------       ------------

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                                   (1,114,067)           132,050

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

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                               $    116,573       $    231,384
                                                              ============       ============



                 See accompanying notes to financial statements.


                                       4
</TABLE>

<PAGE>

                            AMERIVEST PROPERTIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 1998


     The unaudited  financial  statements included herein were prepared from the
records  of  the  Company  in  accordance  with  Generally  Accepted  Accounting
Principles and reflect all adjustments  which are, in the opinion of management,
necessary to provide a fair statement of the results of operations and financial
position for the interim periods. Such financial statements generally conform to
the  presentation  reflected  in  the  Company's  Form  10-KSB  filed  with  the
Securities  and Exchange  Commission for the year ended  December  31,1997.  The
current interim period  reported  herein should be read in conjunction  with the
Company's Form 10-KSB subject to independent audit at the end of the year.

     The results of operations for the nine months ended  September 30, 1998 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 1998.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.
--------------------------------------------------------------------------------
       
     The  following  discussion  and  analysis  of  the  consolidated  financial
condition  and  results of  operations  should be read in  conjunction  with the
Consolidated  Financial  Statements and notes thereto  included in the Company's
Form 10-KSB and elsewhere.  These financial statements present the operations of
the Company prior and subsequent to the Company's  acquisitions  in August 1997;
June 1998; July 1998; and August 1998.

                              Results of Operations
                              ---------------------

Three  Months  Ended  September  30,  1998,  Compared  With Three  Months  Ended
September 30, 1997.
--------------------------------------------------------------------------------
      
     The Company's  results of operations  for the three months ended  September
30, 1998 include 24 operating properties, whereas the September 30, 1997 results
of operations  included nine operating  properties.  The additional 15 operating
properties were acquired between June 30, 1998 and August 18, 1998. Revenues for
the third quarter 1998 increased approximately $526,400, and operating expenses,
real estate taxes,  management fees, general and administrative,  interest,  and
depreciation  and  amortization  increased  approximately   $155,700,   $55,300,
$27,900,  $16,000,  $139,600,  and $88,500 respectively.  All increases resulted
primarily from inclusion of the operations of the 15 new  properties;  one as of
June 30, 1998,  ten as of July 1, 1998 and four as of August 18, 1998.  The loss
on early  retirement  of debt  increased  $337,000 due to a one time  prepayment
charge of  $337,000  in  connection  with the  Company's  refinance  of its four
self-storage properties.

     The net loss for the three months ended  September 30, 1998 was $310,612 or
$.19 per share,  as compared to a net loss of $8,312 or $.01 per share,  for the
three months ended  September  30, 1997.  Of the $310,612 net loss for the three
months  ended  September  1998,  $337,000,  or $.21 per  share,  relates  to the
one-time  prepayment  charge in connection  with the Company's  refinance of its
four self-storage properties.

                                        5

<PAGE>


Nine Months Ended September 30, 1998,  Compared With Nine Months Ended September
30, 1997.
--------------------------------------------------------------------------------
       
     The Company's results of operations for the nine months ended September 30,
1998 include 24 operating properties,  whereas the September 30, 1997 results of
operations  include nine properties.  The additional 15 properties were acquired
between  June  30,  1998 and  August  18,  1998.  Revenues  for  1998  increased
approximately  $736,100, and operating expenses,  real estate taxes,  management
fees, general and  administrative,  interest,  and depreciation and amortization
increased  approximately  $207,900,  $84,600,  $41,500,  $15,000,  $154,200, and
$98,100,  respectively.  All increases  resulted primarily from inclusion of the
operations of the 15 new properties;  one as of June 30, 1998, ten as of July 1,
1998,  and four as of August  18,  1998.  The loss on early  retirement  of debt
increased $337,000 due to a one-time prepayment charge of $337,000 in connection
with the Company's  refinance of its four self-storage  properties.  The Company
also had interest income of $2,640 in 1998, as compared to $36,599 in 1997.

     The net loss for the nine months ended  September  30, 1998 was $302,507 or
$.20 per share,  as compared  with a net loss of $65,916 or $.05 per share,  for
the nine months ended  September 30, 1997. Of the $302,507 net loss for the nine
months ended  September 30, 1998,  $337,000,  or $.22 per share,  relates to the
one-time  prepayment  charge in  connection  with the refinance of the Company's
four self-storage properties.

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

     From December 31, 1997 to September 30, 1998, net investment in real estate
increased approximately  $10,731,000.  The net increase was primarily due to the
acquisition  of 15  properties  for  $11,205,000  and  other  improvements  less
depreciation for the nine month period of $498,500.

     On June 29,  1998,  the Company  completed  the  purchase of a small office
building in Odessa, Texas (the "Odessa Property").  On July 13, 1998 the Company
completed the acquisition of ten additional small office buildings in Texas. The
total  purchase  price  included   207,200  shares  of  AmeriVest  Common  Stock
(including  7,300  shares  for the  Odessa  Property)  and $6.3  million in cash
(including $80,000 for the Odessa Property). The purchase was financed primarily
with a $6 million loan from TransAtlantic  Capital Corporation,  an affiliate of
Deutsche Bank Securities Inc., and debt to the seller of $192,000.

     The eleven buildings,  with approximately 200,000 total square footage, are
leased as long-term leases to the State of Texas.  The Company  anticipates that
their 11 newly acquired properties to have annualized revenues of $1,470,000 and
net operating income,  before debt service, of $800,000.  The mortgage loan from
TransAtlantic Capital Corporation is a ten year term, amortized over 30 years at
a fixed rate of 7.66 percent.

     On August 18,  1998,  the Company  purchased  four small bank  buildings in
Texas. The buildings,  which total approximately  60,200 square feet, are leased
primarily to NationsBank  under long-term  leases,  the total purchase price for
the four  office  buildings  included  approximately  $1,990,000  of cash and an
assumption of the existing  mortgage of approximately  $1,635,000.  The cash for
the purchase of these  properties  was obtained  through the  refinancing of the
Company's  four  self-storage  facilities.  The  refinancing  of  three  of  the
self-storage  facilities  was  undertaken  by an  affiliate  of Goldman  Sachs &
Company on a ten-year term, and the fourth self-storage  facility was refinanced
on a five-year bank note.

                                       6
<PAGE>


     Tenant  accounts  receivable  increased  approximately  $100,000 due to the
timing of receipts  from leases with the State of Texas,  at September 30, 1998.
This is a normal  occurrence  each September as a result of the beginning of the
State's new fiscal year. As of November 10, 1998 the tenant accounts  receivable
from leases with the State of Texas were current.

     Deferred  financing  costs,  net,  increased   approximately  $486,000  due
primarily to the costs  associated  with the  refinance  of the Giltedge  Office
Building  in May 1998,  the  financing  of ten of the eleven  office  buildings,
leased to the State of Texas in July 1998, and the  refinancing of the Company's
four self-storage properties in August 1998.

     Prepaid expenses and other assets  increased by approximately  $403,000 due
primarily to costs  associated  with the  acquisition  of the eleven Texas state
leased buildings and the four bank office buildings  discussed elsewhere in this
report. The financing  arrangements from the new properties require escrowing of
property taxes,  property insurance and a repair and maintenance reserve for ten
of the office buildings leased to the State of Texas.

     At September 30, 1998, the Company had  approximately  $231,000 of cash and
cash  equivalents,  including  approximately  $199,000  of cash in reserve for a
stockholder dividend distribution which was paid on October 14, 1998.

     Mortgage loans payable increased  approximately  $11,277,000 primarily as a
result of refinancing  the Giltedge  Office  Building and the four  self-storage
properties,  the financing of ten of the eleven office  buildings  leased to the
State of Texas,  discussed  elsewhere in this report, and the assumption of debt
in connection with the purchase of the four bank office buildings.

     Accounts  payable  and  accrued  expenses,  accrued  interest,  and accrued
property taxes and dividends payable increased approximately $181,000,  $59,400,
$100,000,  and $38,300,  respectively.  All increases  resulted  primarily  from
inclusion  of the 15 newly  acquired  properties.  Prepaid  rents  and  security
deposits  decreased  approximately  $41,700 primarily from timing differences in
the course of normal operations.

     The Company  desires to acquire  additional  properties and, in order to do
so, it will 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.

     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 existing cashflow 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
pressures should materialize.

                                       7
<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,
air conditioning units, and external security systems installed in the Company's
buildings.  The Company  currently  is working with its service  contractors  to
review  the  operation  of  elevators,  air  conditioners,  and other  equipment
installed in the Company's buildings to confirm that this equipment is Year 2000
compliant.  The Company  believes  that this review will be  completed  prior to
year-end  and that the cost of this  review  will be included in the cost of the
Company's  service  contracts  for this  equipment. 

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

     The Company has purchased a new accounting and tenant service software that
is Year 2000  compliant.  The Company would have  purchased new software to meet
its needs  regardless of potential  Year 2000 issues with its prior system.  The
Company  anticipates  installing  and  receiving  training  concerning  this new
software prior to year end at an approximate cost of less than $25,000.

     Until the Company's Year 2000 review has been completed, the Company has no
estimate of the cost to correct any deficiency in Year 2000  compliance for this
equipment.  Upon the completion of the Company's  Year 2000 review,  the Company
intends to develop a contingency plan to address potential Year 2000 problems.

     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.

Part II.   Other Information

Item 6. Exhibits And Reports On Form 8-K.
        ---------------------------------

     (A)  The  following  Exhibit is filed as part of this  Quarterly  Report on
          Form 10-QSB:

          27. Financial Data Schedule

                                       8
<PAGE>



     (b)  During the quarter ended  September 30, 1998, the  registrant  filed a
          Current  Report on Form 8-K  reporting an event  occurring on July 13,
          1998,  which was filed on July 28,  1998 and  amended by a Form 8-K/A1
          filed  on  September  28,  1998,  and a  Current  Report  on Form  8-K
          reporting an event  occurring  on August 18, 1998,  which was filed on
          August 21,  1998 and  amended by a Form  8-K/A1  filed on  November 2,
          1998.  These Current  Reports on Form 8-K  concerned the  Registrant's
          acquisitions  of  properties  during the quarter  ended  September 30,
          1998.





                                   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 19, 1998
                                           By: /s/ James F. Etter
                                              ----------------------------------
                                              James F. Etter, President and
                                              Principal    Financial Officer



                                       9