<PAGE>

                                    FORM 10-Q



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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


(Mark One)
{ X }  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1997

 { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to


For Quarter Ended  June 30, 1997     Commission file number   000-16698

                         Brown-Benchmark Properties Limited Partnership
                      (Exact Name of Registrant as Specified in its Charter)


                 Delaware                                31-1209608
         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)            Identification Number)



     225 East Redwood Street, Baltimore, Maryland                       21202
       (Address of Principal Executive Offices)                     (Zip Code)

        Registrant's Telephone Number, Including Area Code:     (410) 727-4083

                                               N/A
                      (Former Name, Former Address, and Former Fiscal Year,
                                 if Changed Since Last Report.)

 Indicate  by check  mark  whether  the  registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  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


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                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP




                                      INDEX



                                    Page No.
Part I.  Financial Information

           Item 1.     Financial Statements

                       Balance Sheets                                   1
                       Statements of Operations                         2
                       Statements of Partners' Capital                  3
                       Statements of Cash Flows                         4
                       Notes to Financial Statements                   5-6


           Item 2.     Management's Discussion and Analysis of
                         Financial Condition and Results of Operations 7-8


Part II.   Other Information

           Item 1. through Item 6.                                     9

           Signatures                                                 10



<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Balance Sheets
(Unaudited)

<TABLE>
<CAPTION>
                                                                 June  30,   December 31,
                                                                   1997          1996

 Assets
<S>                                                            <C>          <C>
 Investment in real estate                                     $15,443,339  $ 15,918,923
 Cash and cash equivalents                                         928,046       402,707
 Other assets
  Accounts receivable, net                                          74,467        74,999
  Prepaid expenses                                                  24,721        15,084
  Escrow for real estate taxes                                     217,918       234,714
  Loan fees, less accumulated amortization
    of $80,680 and $72,484, respectively                           104,672        89,256
    Total other assets                                             421,779       414,053

    Total assets                                               $16,793,165  $ 16,735,683




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $   589,223  $    493,855
  Due to affiliates                                                     --         8,039
  Tenant security deposits                                         139,285       141,606
  Mortgage loans payable                                        14,483,995    14,202,270
    Total liabilities                                           15,212,502    14,845,770


  Partners' Capital
   General Partners                                               (181,991)     (175,806)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                              1,847,326     2,150,367
   Limited Partnership Interests -
    $25 stated value per unit
    40 units outstanding                                           (84,772)      (84,748)
   Subordinated Limited Partners                                       100           100
    Total partners' capital                                      1,580,663     1,889,913

    Total liabilities and partners' capital                    $16,793,165  $ 16,735,683
</TABLE>


See accompanying notes to financial statements

 -1-
<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                              Three months ended       Six months ended

                                                               June 30,    June 30,     June 30,    June 30,
                                                                 1997        1996         1997        1996

Revenues
<S>                                                          <C>         <C>          <C>         <C>
  Rental income                                              $  958,288  $  914,680   $1,912,779  $1,794,883
  Interest income                                                 8,049       3,072       10,857       5,440

                                                                966,337     917,752    1,923,635   1,800,323

Expenses
  Compensation and benefits                                     103,048      87,710      192,089     170,681
  Utilities                                                      72,192      67,784      149,166     157,837
  Property taxes                                                 88,311      88,941      176,622     177,882
  Maintenance and repairs                                        83,412      99,724      124,585     157,978
  Property management fee                                        43,157      41,111       85,962      80,685
  Advertising                                                     7,588       7,547       14,555      14,473
  Insurance                                                       8,001       7,974       16,002      15,948
  Other                                                          10,595      10,758       19,226      20,498
  Administrative & professional fees                             28,293      12,045       50,677      29,280
  Interest expense                                              310,542     322,370      625,111     645,755
  Depreciation of property and
   equipment                                                    257,787     259,506      515,574     519,012
  Amortization of loan fees                                       4,098       4,098        8,196       8,196

                                                              1,017,023   1,009,568    1,977,765   1,998,225

Net loss                                                     $  (50,686) $  (91,816)  $  (54,129) $ (197,902)




Net loss per unit of assignee
 limited partnership interest                                $    (0.10) $    (0.18)  $    (0.11) $    (0.39)
</TABLE>

         See accompanying notes to financial statements

                              -2-
<PAGE>
      BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

       Consolidated Statements of Partners' Capital
     For the Six Months Ended June 30, 1997 and 1996
                       (Unaudited)
<TABLE>
<CAPTION>


                                                                       Assignor Limited Partner
                                                                       Assignment
                                                                       of Limited     Limited    Subordinated
                                                            General    Partnership  Partnership    Limited
                                                            Partners    Interest     Interest      Partners      Total



<S>                                                       <C>         <C>          <C>          <C>           <C>
Balance at December 31, 1996                              $ (175,806) $ 2,150,367  $   (84,748) $        100  $1,889,913

Net loss                                                      (1,083)     (53,042)          (4)            -     (54,129)

Distributions to partners                                     (5,102)    (249,999)         (20)            -    (255,121)

Balance at June  30, 1997                                 $ (181,991) $ 1,847,326  $   (84,772) $        100  $1,580,663





Balance at December 31, 1995                              $ (161,521) $ 2,850,280  $   (84,692) $        100  $2,604,167

Net loss                                                      (3,958)    (193,928)         (16)            -    (197,902)

Distributions to partners                                     (5,102)    (249,999)         (20)            -    (255,121)

Balance at June  30, 1996                                 $ (170,581) $ 2,406,353  $   (84,728) $        100  $2,151,144
</TABLE>


      See accompanying notes to financial statements

                            -3-
<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows
For the Six Months Ended June 30,
(Unaudited)

<TABLE>
<CAPTION>
                                                                  1997            1996

Cash flows from operating activities
<S>                                                          <C>              <C>
 Net loss                                                    $     (54,129)   $ (197,902)
 Adjustments to reconcile net loss
  to net cash provided by operating activities
   Depreciation of property and equipment                          515,574       519,012
   Amortization of loan fees                                         8,196         8,196
   Change in assets and liabilities
   Decrease  in accounts receivable                                    532        75,281
   Increase in prepaid expenses                                     (9,637)      (17,927)
   Decrease in escrow for real estate taxes                         16,796        64,924
   Increase(decrease) in accounts payable and accrued expenses      95,365       (14,904)
   (Decrease)increase in due to affiliates                          (8,039)          712
   (Decrease) increase in tenant security deposits                  (2,321)        3,544

Net cash provided by operating activities                          562,337       440,936

Cash flows from investing activities-
 additions to investment in real estate                            (39,990)      (23,056)

Cash flows from financing activities
 Financing costs                                                   (23,612)           --
 Distributions to partners                                        (255,121)     (255,121)
 Mortgage loan principal reduction                             (14,218,275)      (90,542)
 Proceeds from issuance of margage loans payable                14,500,000            --

Net cash provided by (used in) financing activities                  2,992      (345,663)

Net increase in cash and cash equivalents                          525,339        72,217
Cash and cash equivalents
 Beginning of period                                               402,707       342,171

 End of period                                               $     928,046    $  414,388
</TABLE>

See accompanying notes to financial statements

-4-
<PAGE>
                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                         Notes to the Financial Statements
                                                   June 30, 1997
                                                    (Unaudited)


NOTE 1 - THE FUND AND BASIS OF PREPARATION

The accompanying  financial  statements of  Brown-Benchmark  Properties  Limited
Partnership (the  "Partnership")  do not include all of the information and note
disclosures  normally  included in financial  statements  prepared in accordance
with  generally   accepted   accounting   principles.   The  unaudited   interim
consolidated  financial  statements  reflect all  adjustments  which are, in the
opinion of  management,  necessary  to a fair  statement  of the results for the
interim  periods  presented.  All such  adjustments  are of a  normal  recurring
nature.   The  unaudited  interim  financial   information  should  be  read  in
conjunction with the financial statements contained in the 1996 Annual Report.


NOTE 2 - INVESTMENT IN REAL ESTATE

Investment in real estate is stated at cost, net of accumulated depreciation, 
and is summarized as follows:
<TABLE>
<CAPTION>

                                                           June 30, 1997        December 31, 1996

<S>                                                         <C>                      <C>
         Land                                               $  1,257,000             $  1,257,000
         Buildings                                            21,182,163               21,174,948
         Furniture, fixtures
            and equipment                                      2,046,290                2,013,514
                                                              24,485,453               24,445,462
         Less: accumulated depreciation                        9,042,114                8,526,539
         Total                                               $15,443,339              $15,918,923

</TABLE>

NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  consist  solely of cash and money  market  accounts,
stated at cost, which approximate market value at June 30, 1997 and December 31,
1996.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner earned $14,200 and $8,321 during the quarters
ended  June  30,  1997  and  1996,  respectively,  for  reimbursement  of  costs
associated with  administering  the Partnership,  including  clerical  services,
investor  communication  services,  and reports and filings  made to  regulatory
authorities.

Benchmark Properties, Inc., an affiliate of the Development General Partner, the
managing  agent for the  properties,  earned a  management  fee of  $43,157  and
$41,111 during the quarters ended June 30, 1997 and 1996, respectively.


NOTE 5 - MORTGAGE LOANS PAYABLE

The  Partnership has closed its mortgage loan  refinancing  with The Canada Life
Assurance  Company for loans  totaling  $14,500,000  on February 28,  1997.  The
renewal  terms  became  effective on June 1, 1997 and provide for a term of five
years at an  interest  rate of 7.70%.  Monthly  payments  are based on a 25-year
amortization  schedule with a balloon payment due at the end of the 5-year term.
Prior to the effective  date of the new loan terms on June 1, 1997, the mortgage
loan terms provide for interest only at 9%.

The  Partnership  incurred  financing fees totaling  $103,362.  These costs were
capitalized  as financing  fees and will be  amortized  over the new term of the
loans commencing in 1997.

                                                      -5-

<PAGE>

                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                         Notes to the Financial Statements
                                                   June 30, 1997
                                                    (Unaudited)


NOTE 6 - NET LOSS PER UNIT OF ASSIGNED LIMITED PARTNERSHIP INTEREST

Net loss per Unit of assigned limited  partnership  interest is disclosed on the
Statement of Operations  and is based upon average units  outstanding of 500,000
during the three and six months ended June 30, 1997 and 1996.


                                                      -6-
<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


Liquidity and Capital Resources

         The  Partnership's  liquidity  is largely  dependent  on its ability to
maintain reasonably high occupancy levels,  achieve rental rate increases as the
respective  markets allow and to control  operating  expenses.  The  Partnership
currently has sufficient  liquid assets from its rental  revenues to satisfy its
anticipated operating expenditures and debt service obligations.

         On August 13, 1997, the  Partnership  made a cash  distribution  to its
partners totaling $127,561,  representing an annualized return of 4% on invested
capital.  Based upon the operating  results  through June and the budget for the
remainder  of the year,  operating  cash flow  during  1997 is expected to yield
approximately 6% on invested capital.  After a 4% distribution rate in the first
and second  quarters,  the Partnership  anticipates  increasing the distribution
rate to 6% in the third and fourth quarters of 1997.

         On  February  28,  1997,  the  Partnership  closed  its  mortgage  loan
refinancing with its existing lender, The Canada Life Assurance Company. The new
loans totaling  $14,500,000 were sufficient to retire the existing debt, pay the
costs  and  fees  associated  with  the  refinancing  and  establish  a  capital
improvement  reserve of  approximately  $285,000.  The renewal  term for the new
loans became effective on June 1, 1997 and provide for a term of 5 years with an
interest  rate of 7.70% with monthly  payments  based on a 25 year  amortization
schedule.  Until the  effective  date of June 1, 1997,  the mortgage  loan terms
provided for interest only at 9%. Although the loan amounts have increased,  the
annual debt service payments will decrease by approximately  $164,000 due to the
lower interest rate on the new loans.

         The Partnership is currently working on a capital improvement plan that
will utilize all of the $285,000  reserve  established  from excess  refinancing
proceeds.  The funds will  primarily be used for replacing  roofs,  re-surfacing
parking lots and enhancing the curb appeal  throughout  all three  properties in
1997 and 1998.

         The Partnership does not anticipate an outlay for any other significant
capital improvements or repair costs that might adversely impact its liquidity.

Results of Operations

         Second  quarter  revenues  generated  from the  operation  of the three
apartment communities increased 5.29% when compared to revenues collected during
the second quarter of 1996.  Through the first half of 1997,  operating revenues
increased  6.85% when  compared  to revenues  received  during the first half of
1996. The gross rent potential for the three  communities  increased  $34,068 or
approximately  2%, from  $1,972,581  to  $2,006,649  and the  average  aggregate
occupancy  level of the  properties  increased from 91% during the first half of
1996 to 94% during the first half of 1997. We anticipate  these improved  levels
of occupancy to be sustained for the remainder of 1997.

         Second  quarter   operating   expenses   excluding   interest  charges,
depreciation and amortization  costs,  increased $21,002 versus similar expenses
incurred during the second quarter of 1996.  Through the first half of the year,
similar expenses increased  approximately  $3,600, or less than 1%, versus 1996.
Through  the first  half of 1997  operating  costs  are on budget  and we expect
operating costs to remain on budget for the second half of the year.

         Due  to  the  increase  in  revenues,   coupled  with  stable  expenses
(excluding  interest charges,  depreciation and amortization costs) in the first
half of 1997 as  compared  to 1996,  the net  operating  income of the  property
increased $119,691 or approximately 12%.

         Occupancy levels at Woodhills, in Dayton, Ohio, averaged 94% during the
second  quarter of 1997 up slightly  from the 93% average in the first  quarter.
Rental rates on all units increased modestly during the second quarter. Revenues
received  through  the  first  half of 1997  increased  $24,958,  or 4.5%,  when
compared to 1996 first half revenues.
Operating expenses are stable and are approximately $12,000 under budget.



                                                      -7-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

Results of Operations (continued)

         At Deerfield,  in Cincinnati,  Ohio, the average occupancy level during
the first and second  quarter  was stable at 94%. As a result of this stable and
strong occupancy, first half of 1997 revenues at Deerfield increased $56,137, or
approximately 8.2% when compared to revenues collected during the same period in
1996. Operating expenses are slightly above budget. Management remains committed
to its goal of achieving a 3% rent increase in 1997 while maintaining  occupancy
high occupancy.

         At Oakbrook in Columbus, Ohio, occupancy levels averaged 96% during the
first  and  second  quarter  of 1997.  As a  result  of this  consistently  high
occupancy,  revenues  received  at  Oakbrook  in the  first  six  months of 1997
increased  $36,801,  or 6.6% when compared to revenues received during the first
half of 1996. Operating expenses are stable and remain on budget.

         Management  is committed to  sustaining  the recent  positive  trend in
occupancy levels  experienced at each of the properties.  We are optimistic that
positive  trends in occupancy  and  increasing  rents can be maintained in 1997.
These trends  combined with the decrease in debt service  payments in the second
half of the year should enable the Partnership to increase its distribution rate
in the third and fourth quarter.

                                                      -8-
<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


                           PART II. OTHER INFORMATION




Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

Item 4.     Submission of Matters to a Vote of Security Holders

                  Inapplicable

Item 5.     Other Information

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   None.

                  b)  Reports on Form 8-K:  None.




                                                        -9-
<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



                                   SIGNATURES





Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                         BROWN-BENCHMARK PROPERTIES
                                                          LIMITED PARTNERSHIP



DATE:      8/7/97                       By:    /s/ John M. Prugh
                                             John M. Prugh
                                             President and Director
                                             Brown-Benchmark AGP, Inc.
                         Administrative General Partner



DATE:      8/7/97                       By:   /s/ Timothy M. Gisriel
                                             Timothy M. Gisriel
                                             Treasurer
                                             Brown-Benchmark AGP, Inc.
                         Administrative General Partner




<PAGE>

                                                       -10-