SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB


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

         For the quarterly period ended June 30, 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
    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 August 11, 1997 the Registrant had outstanding  1,382,870 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
                                 JUNE 30, 1997



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

                                                                       Page No.
Part I

Item 1.  Financial Statements
              Balance Sheets as of December 31, 1996 and
              June 30, 1997                                               3
              Statements of Operations for the Three Months and
                 Six Months Ended June 30, 1996 and 1997                  4
              Statements of Cash Flows for the Six Months Ended
                 June 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>
<TABLE>
<CAPTION>

                     AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS


                            ASSETS
                                                             December 31,       June 30,
                                                                 1996            1997
                                                             ------------    ------------
                                                                              (Unaudited)
ASSETS
 Investment in real estate
<S>                                                          <C>             <C>         
  Land                                                       $  2,374,808    $  2,374,808
  Buildings and improvements                                   11,975,946      11,988,162
  Furniture, fixtures and equipment                               225,099         231,254
  Tenant improvements                                             512,725         517,951
    Less accumulated depreciation and amortization             (4,573,871)     (4,846,193)
                                                             ------------    ------------

        Net Investment in Real Estate                          10,514,707      10,265,982

  Cash and cash equivalents                                     1,230,640       1,091,541
  Tenant accounts receivable                                       30,014          26,060
  Deferred financing costs, net                                   111,139          98,615
  Prepaid expenses and other assets                                49,580          46,677
                                                             ------------    ------------

                                                             $ 11,936,080    $ 11,528,875
                                                             ============    ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Mortgage loans                                             $  7,397,995    $  7,332,112
  Accounts payable and accrued expenses                            52,765          21,516
  Accrued interest                                                 57,273          56,759
  Accrued real estate taxes                                       240,411         152,613
  Prepaid rents and security deposits                              99,133          90,548
  Dividends payable                                                  --           155,573
                                                             ------------    ------------

        Total Liabilities                                       7,847,577       7,809,121
                                                             ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common stock, $.001 par value
     Authorized - 10,000,000 shares
     Issued and outstanding - 1,382,870                             1,383           1,383
     Capital in excess of par value                             4,256,101       4,256,101
     Distribution in excess of accumulated earnings              (168,981)       (537,730)
                                                             ------------    ------------

        Total Stockholders' Equity                              4,088,503       3,719,754
                                                             ------------    ------------

                                                             $ 11,936,080    $ 11,528,875
                                                             ============    ============

                          See accompanying notes to financial statements.

                                                 3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                    AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENT OF OPERATIONS

                                                  Three Months Ended                      Six Months Ended
                                                    June 30, 1997                           June 30, 1997
                                            -------------------------------         ------------------------------

                                               1996                1997                 1996              1997
                                               ----                ----                 ----              ----
                                                      (unaudited)                              (unaudited)

REAL ESTATE OPERATING REVENUE
  Rental revenue
<S>                                         <C>                 <C>                 <C>                 <C>        
    Commercial properties                   $    58,337         $   241,255         $   117,425         $   531,924
    Storage properties                             --               327,386                --               640,480
                                            -----------         -----------         -----------         -----------
                                                 58,337             568,641             117,425           1,172,404
                                            -----------         -----------         -----------         -----------

REAL ESTATE OPERATING EXPENSES
  Property operating expenses
    Operating expenses                            1,232             128,929               2,147             249,926
    Real estate taxes                             8,290              60,122              16,581             120,304
    Management fees - related                     4,417              30,036               8,871              61,875
  General and administrative                     39,729             110,065              80,303             197,697
  Interest                                       28,566             170,540              57,540             341,887
  Depreciation and amortization                  10,143             142,643              20,285             285,138
                                            -----------         -----------         -----------         -----------

                                                 92,377             642,335             185,727           1,256,827
                                            -----------         -----------         -----------         -----------
OTHER INCOME
  Interest income                                    20              13,872                  20              26,819
                                            -----------         -----------         -----------         -----------

NET (LOSS)                                  $   (34,020)        $   (59,822)        $   (68,282)        $   (57,604)
                                            ===========         ===========         ===========         ===========

NET (LOSS) PER COMMON SHARE                 $      (.12)        $      (.04)        $      (.24)        $      (.04)
                                            ===========         ===========         ===========         ===========

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                            284,000           1,382,870             284,000           1,382,870
                                            ===========         ===========         ===========         ===========



                               See accompanying notes to financial statements.

                                                      4

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                   AMERIVEST PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                          Six Months Ended
                                                                               June 30
                                                                 -------------------------------------
                                                                     1996                     1997
                                                                 -----------               -----------
                                                                             (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                              <C>                       <C>         
 Net (loss)                                                      $   (68,282)              $   (57,604)
 Adjustments to reconcile net (loss) to net cash
      provided by operating activities
   Depreciation and amortization                                      20,285                   285,138
   Changes in assets and liabilities
     Decrease in receivables                                             386                     3,955
     Decrease in prepaids                                             24,024                     2,610
     (Decrease) in accounts payable                                  (16,857)                  (34,162)
     (Decrease) in accruals                                           (9,827)                  (93,983)
     (Increase) in deferred offering costs                           (76,117)                     --
                                                                 -----------               -----------

 Net cash (used) provided by operating activities                   (126,388)                  105,954

CASH FLOWS FROM INVESTING ACTIVITIES
 Additions to investments in real estate                                --                     (23,597)
                                                                 -----------               -----------

 Net cash (used) by investing activities                                --                     (23,597)
                                                                 -----------               -----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from sale of common stock warrants                         150,000                      --
 Cost of warrants offering                                            (8,008)                     --
 Payments on mortgage loans                                           (8,821)                  (65,883)
 Dividends paid                                                         --                    (155,573)
                                                                 -----------               -----------
 Net cash  provided (used) by financing activities                   133,171                  (221,456)
                                                                 -----------               -----------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                      6,783                  (139,099)

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

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                                                   $    13,960               $ 1,091,541
                                                                 ===========               ===========


                             See accompanying notes to financial statements.


                                                      5
</TABLE>

<PAGE>

                           AMERIVEST PROPERTIES INC.
                         NOTES TO FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 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 six months  ended June 30, 1997 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 1997.

Subsequent Events
-----------------

     In August 1997, the Company  entered into contracts to acquire three office
buildings in Texas for  approximately  $1,150,000 and up to 56,200 shares of the
Company's Common Stock, subject to future upward adjustment based on the trading
price of the Company's Common Stock. Two of the buildings are in El Paso and the
other one is in Lubbock. Although there is no assurance, the three buildings are
expected to close before the end of September.

     The Company has also entered into a commitment  letter for a Revolving Line
of Credit with Norwest Bank  Colorado,  N.A.  for  $400,000.  The closing on the
commitment is expected to be completed by the end of August.

     With  respect to the  Company's  previously  announced  letter of intent to
acquire an office building in Amarillo,  Texas, negotiations have been suspended
indefinitely.  The Company  intends to pursue the  possibility  of  recommencing
negotiations  in the near future,  although there is no assurance that this will
occur.

                                       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.

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

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

     The  Company's  results of  operations  for the three months ended June 30,
1997 include six operating  properties,  whereas the three months ended June 30,
1996 results of  operations  include only one operating  property.  Revenues for
second quarter 1997 increased  approximately  $510,000,  and operating expenses,
management  fees,   interest,   and  depreciation  and  amortization   increased
approximately $128,000, $26,000, $142,000 and $133,000 respectively, as compared
with second  quarter 1996. All increases  resulted  primarily from including the
operations  of  five  new  properties  as of  July  1,  1996.  The  general  and
administrative  expenses increased  approximately $70,000 due primarily from the
addition of the five new properties and costs associated with public  relations,
appraisal fees and travel.  The Company also had interest  income of $14,000 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 June 30, 1997 was $59,822,  or $.04
per share,  as  compared to a net loss of  $34,020,  or $.12 per share,  for the
three months ended June 30, 1996.

Six Months Ended June 30, 1997, Compared With Six Months Ended June 30, 1996.
-----------------------------------------------------------------------------

     The Company's  results of operations for the six months ended June 30, 1997
include  six  operating  properties,  whereas  the  June  30,  1996  results  of
operations  include only one  operating  property.  Revenues for 1997  increased
approximately $1,055,000, and operating expenses, management fees, interest, and
depreciation  and  amortization  increased  approximately   $247,000,   $53,000,
$284,000  and  $265,000  respectively,  as  compared  with 1996.  All  increases
resulted  primarily  from  including the operations of five new properties as of
July 1,  1996.  All real  estate  taxes  for each  property  remained  flat when

                                       7

<PAGE>


compared  to prior  year's  taxes,  except for the  Appleton,  Wisconsin  office
property  for which  Real  Estate  taxes  decreased  on an  annualized  basis by
$15,000.  The  general  and  administrative   expenses  increased  approximately
$117,000 due primarily  from the addition of the five new  properties  and costs
associated with public  relations,  appraisal fees and travel.  The Company also
had interest  income of $27,000 for 1997,  primarily  as a result of  investment
funds being held for real estate acquisitions.

     The net loss for the six months  ended June 30, 1997 was  $57,604,  or $.04
per share, as compared to a net loss of $68,282,  or $.24 per share, for the six
months ended June 30, 1996.


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

     The consolidated financial condition of the Company evidenced the following
changes from December 31, 1996 to June 30, 1997.  Net  investment in Real Estate
decreased  approximately  $249,000,  primarily due to  depreciation  for the six
month  period.  The  completion  of the  Company's  IPO in October 1996 included
approximately  $1,000,000  of cash  which was set  aside  primarily  for  future
acquisitions.

     Deferred  financing  costs,  net,  decreased  approximately  $12,000 due to
amortization for the six months ended June 30, 1997. Mortgage loans decreased by
approximately  $66,000 due to normal payments over the period.  Accounts payable
and accrued  expenses,  accrued real estate taxes,  and prepaid rents  decreased
approximately $31,000, $88,000 and $9,000 respectively, all of which result from
timing  differences  in the  course of normal  operations  during  the first six
months of 1997.  Dividends payable increased by $156,000 over the same period in
1996, since no dividends were declared until December 1996.

     At June 30, 1997, the Company had approximately $1,090,000 of cash and cash
equivalents.  The Company held  approximately  $156,000 of cash in reserve for a
stockholder dividend distribution which was paid on July 9, 1997 and the balance
of $934,000 was available for acquisitions and 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
commercial  banks  or  other  financial  institutions.   The  issuance  of  such
securities or increase in debt for additional  properties,  of which there is no
assurance,  could adversely affect the amount of dividends paid to stockholders.
As indicated in Item 5 and elsewhere herein,  the Company has entered into three
separate  contracts to acquire  three office  buildings in Lubbock  (one) and El
Paso (two),  Texas for  approximately  $1,150,000 and up to 56,200 shares of the
Company's Common Stock, subject to future upward adjustment based on the trading
price of the  Company's  Common  Stock,  and  negotiations  have been  suspended
indefinitely  concerning  the  possible  acquisition  of an office  building  in
Amarillo, Texas.

                                       8

<PAGE>

     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
         -----------------

     In August  1997,  the Company  entered  into three  separate  contracts  to
acquire  three office  buildings in Lubbock  (two) and El Paso (one),  Texas for
approximately  $1,150,000 and up to 56,200 shares of the Company's Common Stock,
subject to future upward  adjustment based on the trading price of the Company's
Common  Stock.  Although  there is no  assurance,  the  three  acquisitions  are
expected to close before the end of September.  In addition,  negotiations  have
been  suspended  concerning  the Company's  possible  acquisition  of a 10-story
office building in Amarillo,  Texas. Although there is no assurance that it will
be able to do so, the Company  intends to pursue the possibility of recommencing
negotiations in the near future.

     The Company also has entered into a commitment  letter for a Revolving Line
of Credit with Norwest Bank  Colorado,  N.A. for  $400,000.  The closing for the
commitment is expected to be completed by the end of August.

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

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

                 27.   Financial Data Schedule

          (b)  During the quarter ended June  30,1997,  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.



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



                                       10