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, 2000

{   }  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, 2000     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



<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



                                      INDEX

<TABLE>
<CAPTION>

                                                                                 Page No.

Part I.  Financial Information

  Item 1.      Financial Statements

<S>                                                                                  <C>
               Balance Sheets                                                        1
               Statements of Operations                                              2
               Statements of Partners' Capital (Deficit)                             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


  Item 3.      Quantitative and Qualitative Disclosures About Market Risk            8

Part II.       Other Information

  Item 1. through Item 6.                                                            8

  Signatures                                                                         9
</TABLE>

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                                   June 30,         December 31,
                                                                                     2000               1999
                                                                                  (Unaudited)
                                                                               ----------------   ----------------

 Assets

<S>                                                                            <C>                <C>
    Investment in real estate                                                  $    13,137,979    $    13,597,059
    Cash and cash equivalents                                                          703,632            541,297
    Other assets

     Accounts receivable, net                                                           55,571            157,015
     Prepaid expenses                                                                   17,626             15,416
     Escrow for real estate taxes                                                      185,023            273,763
     Loan fees, less accumulated amortization
         of $62,013 and $51,681, respectively                                           41,349             51,681
                                                                               ----------------   ----------------
           Total other assets                                                          299,569            497,875
                                                                               ----------------   ----------------

           Total assets                                                        $    14,141,180    $    14,636,231
                                                                               ================   ================




 Liabilities and Partners' Capital (Deficit)
 Liabilities
     Accounts payable and accrued expenses                                     $       523,260    $       599,642
     Tenant security deposits                                                          147,387            143,657
     Due to affiliates                                                                  13,788              7,661
     Mortgage loans payable                                                         13,834,869         13,953,098
                                                                               ----------------   ----------------
           Total liabilities                                                        14,519,304         14,704,058
                                                                               ----------------   ----------------


     Partners' Capital (Deficit)
       General Partners                                                               (221,166)          (214,960)
       Assignor Limited Partner:
         Assignment of Limited Partnership
           Interests - $25 stated value per
           unit, 500,000 units outstanding                                             (72,133)           231,934
         Limited Partnership Interests -
           $25 stated value per unit,
           40 units outstanding                                                        (84,925)           (84,901)
         Subordinated Limited Partners                                                     100                100
                                                                               ----------------   ----------------
           Total partners' capital (deficit)                                          (378,124)           (67,827)
                                                                               ----------------   ----------------

         Total liabilities and partners' capital (deficit)                     $    14,141,180    $    14,636,231
                                                                               ================   ================
</TABLE>

                 See accompanying notes to financial statements.

                                       -1-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                    Three months ended                    Six months ended
                                            ---------------------------------    ---------------------------------

                                                June 30,         June 30,            June 30,         June 30,
                                                  2000             1999                2000             1999
                                            ----------------  ---------------    ---------------- ----------------


Revenues

<S>                                         <C>                      <C>         <C>              <C>                  <C>
     Rental income                          $     1,036,782          998,792     $     2,060,065  $     1,982,903      $
     Interest income                                  7,559            3,781              12,384            7,731
                                            ----------------  ---------------    ---------------- ----------------

                                                  1,044,341        1,002,573           2,072,449        1,990,634
                                            ----------------  ---------------    ---------------- ----------------

Expenses

     Compensation and benefits                      117,261          119,524             221,593          214,243
     Utilities                                       78,216           66,967             158,230          145,470
     Property taxes                                  91,326           92,589             182,652          185,178
     Maintenance and repairs                        118,633          114,391             178,031          183,310
     Property management fee                         46,680           45,151              92,569           89,192
     Advertising                                     10,953           11,925              20,972           23,842
     Insurance                                        8,625            9,000              17,250           18,002
     Other                                           13,149           14,880              25,127           25,218
     Administrative  and professional fees           19,866           16,640              41,679           33,971
     Interest expense                               267,460          271,742             536,053          544,315
     Depreciation of property and
       equipment                                    257,787          257,787             515,574          515,574
     Amortization of loan fees                        5,166            4,098              10,332            8,196
                                            ----------------  ---------------    ---------------- ----------------

                                                  1,035,122        1,024,694           2,000,062        1,986,511
                                            ----------------  ---------------    ---------------- ----------------

Net income (loss)                           $         9,219          (22,121)    $        72,387  $         4,123      $
                                            ================  ===============    ================ ================



Net income(loss) per unit of assignee
    limited partnership interest - basic    $          0.02            (0.04)    $          0.14  $          0.01      $
                                            ================  ===============    ================ ================
</TABLE>

                 See accompanying notes to financial statements

                                       -2-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                    Statements of Partners' Capital (Deficit)
                 For the six months ended June 30, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Assignor Limited Partner

                                                       -----------------------------
                                                       Assignment

                                                       of Limited       Limited       Subordinated
                                         General       Partnership    Partnership       Limited
                                        Partners        Interests      Interests       Partners          Total
                                     --------------  --------------  -------------- --------------  --------------


<S>                                  <C>             <C>                   <C>      <C>             <C>
Balance at December 31, 1999         $    (214,960)  $     231,934         (84,901) $         100   $     (67,827)
Net income                                   1,448          70,933               6              -          72,387

Distributions to partners                   (7,654)       (375,000)            (30)             -        (382,684)
                                     --------------  --------------  -------------- --------------  --------------

Balance at June 30, 2000             $    (221,166)  $     (72,133)        (84,925) $         100   $    (378,124)
                                     ==============  ==============  ============== ==============  ==============





Balance at December 31, 1998         $    (202,910)  $     822,367         (84,854) $         100   $     534,703

Net income                                      83           4,040               -                          4,123

Distributions to partners                   (7,654)       (375,000)            (30)             -        (382,684)
                                     --------------  --------------  -------------- --------------  --------------

Balance at June 30, 1999             $    (210,481)  $     451,407         (84,884) $         100   $     156,142
                                     ==============  ==============  ============== ==============  ==============

</TABLE>

                 See accompanying notes to financial statements.

                                       -3-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            Statements of Cash Flows

                        For the six months ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                     2000                 1999
                                                                               ----------------     ----------------

Cash flows from operating activities
<S>                                                                            <C>                  <C>
    Net income                                                                 $        72,387      $         4,123
    Adjustments to reconcile net income
     to net cash provided by operating activities
       Depreciation of property and equipment                                          515,574              515,574
       Amortization of loan fees                                                        10,332                8,196
       Changes in assets and liabilities
         Decrease in accounts receivable                                               101,444                7,081
         Increase in prepaid expenses                                                   (2,210)              (1,233)
         Decrease in escrow for real estate taxes                                       88,740              117,417
         Decrease in accounts payable and accrued expenses                             (76,382)            (109,759)
         Increase in due to affiliates                                                   6,127                5,524
         Increase in tenant security deposits                                            3,730                5,146
                                                                               ----------------     ----------------

Net cash provided by operating activities                                              719,742              552,069
                                                                               ----------------     ----------------

Cash flows from investing activities-
    additions to investment in real estate                                             (56,494)             (98,917)
                                                                               ----------------     ----------------

Cash flows from financing activities
    Distributions to partners                                                         (382,684)            (382,684)
    Mortgage loan principal reduction                                                 (118,229)            (109,967)
                                                                               ----------------     ----------------

Net cash used in financing activities                                                 (500,913)            (492,651)
                                                                               ----------------     ----------------

Net increase (decrease) in cash and cash equivalents                                   162,335              (39,499)
Cash and cash equivalents
    Beginning of period                                                                541,297              668,208
                                                                               ----------------     ----------------

    End of period                                                              $       703,632      $       628,709
                                                                               ================     ================

</TABLE>

                 See accompanying notes to financial statements.

                                       -4-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Notes to Financial Statements
                             June 30, 2000 and 1999


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 financial  position,
operating  results and cash flows 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 1999 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:

                                        June 30, 2000         December 31, 1999
                                       --------------         -----------------

  Land                                  $  1,257,000             $  1,257,000
  Buildings                               21,416,568               21,416,568
  Furniture, fixtures
     and equipment                         2,503,607                2,447,113
                                         -----------               ----------
                                          25,177,175               25,120,681
  Less: accumulated depreciation          12,039,196               11,523,622
                                         -----------              -----------
  Total                                  $13,137,979              $13,597,059
                                         ===========              ===========


NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  consist  solely of cash and money  market  accounts,
stated at cost,  which  approximates  market value at June 30, 2000 and December
31, 1999.

NOTE 4 - RELATED PARTY TRANSACTIONS

The  Administrative  General  Partner  earned  $13,788  and  $10,968  during the
quarters ended June 30, 2000 and 1999, 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
$46,680  and  $45,151  during  the  quarters  ended  June  30,  2000  and  1999,
respectively.

At June  30,  2000,  accounts  receivable  includes  short-term  advances  to an
affiliate of the Development General Partner of $36,108.

NOTE 5 - MORTGAGE LOANS PAYABLE

The mortgage loans on the  Properties  bear interest at 7.7% and are due June 1,
2002.  Monthly  payments  are based on a 25-year  amortization  schedule  with a
balloon payment due at maturity.

                                      -5-
<PAGE>



NOTE 6 - NET INCOME PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST
---------------------------------------------------------------------

Net income per Unit of assignee limited partnership interest is disclosed on the
Statement of Operations  and is based upon average units  outstanding of 500,000
during the quarters ended June 30, 2000 and 1999.





                                      -6-
<PAGE>

          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 or about August 11, 2000, the Partnership will make a cash  distribution
to its partners  totaling  $191,342,  representing an annualized return of 6% on
invested  capital.  This  distribution  is  from  the  operations  of the  three
apartment  properties.  Based on the operating  results  through  June,  and the
budget  for the  remainder  of the  year,  operating  cash flow  during  2000 is
expected to fully fund a distribution rate of 6%.

     The Partnership  does not anticipate an outlay for any significant  capital
improvements or repair costs that might adversely impact its liquidity in 2000.

Results of Operations

     Second  quarter 2000  revenues  increased by $41,768 (4%) when  compared to
revenues  during the second  quarter  of 1999.  Through  the first half of 2000,
revenues increased by $81,815 (4%) when compared to those revenues for the first
half of 1999.  The increase in revenues  through the first half of the year is a
result of higher  rental  rates  achieved  at the  properties  as the  aggregate
occupancy level of the portfolio was unchanged at approximately 92%.

     Second quarter operating expenses, excluding interest charges, depreciation
and amortization costs,  increased $13,642 (3%) versus similar expenses incurred
during the second quarter of 1999.  Through the first half of the year,  similar
expenses have increased $19,677 (2%), versus 1999.  Operating costs are expected
to  increase  modestly  during the second  half of the year due to the  exterior
painting of the properties.

     Due to the  proportionately  larger increase in revenues  versus  operating
expenses  (excluding  interest  charges,  depreciation and  amortization  costs)
through the first half of 2000, the aggregate net operating  income of the three
properties increased $62,138 (6%) when compared to the first half of 1999.

     Occupancy  levels at Woodhills,  in Dayton,  Ohio,  averaged 93% during the
second quarter of 2000. Revenues through the first half of the year were $29,384
(5%) higher than those in 1999 due to lower rental concessions and modest rental
rate increases. The Dayton apartment rental market has improved and rental rates
have increased as a result.  Market rental rates have increased from $565 during
the  second  quarter  of  1999  to $592  during  the  second  quarter  of  2000,
representing  an increase  of  approximately  5%.  Management  will  continue to
implement rate increases as the market allows.

     The rental market in Cincinnati remains strong. The average occupancy level
at the Deerfield property was 96% during the second quarter of 2000 representing
a 1% increase when compared to the second  quarter of 1999.  The average  rental
rate at the community has increased  from $623 during the second quarter of 1999
to $665 in the second  quarter of 2000,  representing  an increase of 7%. Due to
occupancy  and rental  rate  increases,  revenues  during the first half of 2000
increased $40,427 when compared to the first half of 1999. The Cincinnati market
continues to be strong and rents will be increased as the market allows.

     At Oakbrook,  in Columbus,  Ohio,  occupancy levels averaged 95% during the
second  quarter  of 2000,  down from 97%  during  the  second  quarter  of 1999.
Management  has been  successful in  maintaining  high  occupancy  levels at the
property in a competitive  market.  The average rental rates increased from $575
in the  second  quarter  of 1999 to $591  during  the  second  quarter  of 2000,
representing  an  increase  of 3%.  Revenues  through  the  first  half  of 2000
increased  $7,351 (1%) when  compared  to 1999.  Management's  focus  during the
second  half of the year  will be on  increasing  rents on all  unit  types  and
keeping expenses at or below budget.

     The General  Partners are  committed to sustaining  the positive  financial
performance achieved at each of the three properties.
<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


                          PART I. FINANCIAL INFORMATION


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

            Inapplicable

                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities and Use of Proceeds

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

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

                  Inapplicable

Item 5.     Other Information

     On May 8,  2000,  the  Partnership  received  a copy  of the  Tender  Offer
Statement  on Schedule  TO,  filed with the SEC on May 5, 2000,  relating to the
offer by certain entities controlled by McKenzie Patterson, Inc. to purchase for
cash up to 125,000 assignee units of limited partnership  interests ("Units") in
the Partnership at a purchase price of $12 per Unit.

     This tender offer was amended on June 2, 2000 to extend the expiration date
to July 3, 2000 and  increase  the  purchase  price to $15 per Unit.  The tender
offer expired on July 3, 2000 resulting in the offeror  acquiring  24,000 Units.
The purchasers now hold an aggregate of  approximately  32,360 Units or 6.47% of
outstanding Units.

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   Financial Data Schedule.

                  b)  Reports on Form 8-K:  None.




                                       -8-

<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:                                    By:
                                                  John M. Prugh
                                                  President and Director
                                                  Brown-Benchmark AGP, Inc.
                                                  Administrative General Partner



DATE:                                    By:
                                                  Timothy M. Gisriel
                                                  Treasurer
                                                  Brown-Benchmark AGP, Inc.
                                                  Administrative General Partner

                                       -9-

<PAGE>