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 September 30, 1999

{   }  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 September 30, 1999     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>

                                      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

  Item 3.      Quantitative and Qualitative Disclosures
                      About Market Risk                                    9



Part II.       Other Information

  Item 1. through Item 6.                                                  9

  Signatures                                                               10

<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                 September 30,   December 31,
                                                     1999           1998
                                                   Unaudited

 Assets
<S>                                             <C>                      <C>
 Investment in real estate                      $ 13,738,108   $  14,367,392
 Cash and cash equivalents                           583,754         668,208
 Other assets
  Accounts receivable, net                            85,456          88,339
  Prepaid expenses                                     8,828          15,748
  Escrow for real estate taxes                       241,928         258,691
  Loan fees, less accumulated amortization
    of $43,303 and $31,009, respectively              60,059          72,353
    Total other assets                               396,271         435,131

    Total assets                                $ 14,718,133   $  15,470,731




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses         $    565,315   $     614,607
  Tenant security deposits                           143,021         138,299
  Due to affiliates                                    8,504           5,444
  Mortgage loans payable                          14,011,368      14,177,678
    Total liabilities                             14,728,208      14,936,028


  Partners' Capital
   General Partners                                 (213,806)       (202,910)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                  288,530         822,367
   Limited Partnership Interests -
    $25 stated value per unit,
    40 units outstanding                             (84,899)        (84,854)
   Subordinated Limited Partners                          100            100
    Total partners' capital                          (10,075)        534,703

    Total liabilities and partners' capital     $ 14,718,133   $  15,470,731
</TABLE>


                 See accompanying notes to financial statements

                                       -1-

<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                     Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                  Three months ended                  Nine months ended

                                              September 30,   September 30,     September 30,    September 30,
                                                  1999             1998              1999             1998


Revenues
<S>                                           <C>             <C>               <C>              <C>
  Rental income                               $ 1,010,919     $   976,536       $  2,993,822     $  2,904,099
  Interest income                                   3,283           5,271             11,014           20,209

                                                1,014,202         981,807          3,004,836        2,924,308

Expenses
  Compensation and benefits                       109,876         122,571            324,119          299,157
  Utilities                                        73,835          69,854            219,305          215,877
  Property taxes                                   92,589          92,361            277,767          277,083
  Maintenance and repairs                          89,007         107,902            272,317          239,533
  Property management fee                          45,963          43,975            135,154          130,777
  Advertising                                      12,027          15,995             35,869           33,656
  Insurance                                         8,153           8,205             26,154           24,615
  Other                                            11,527          13,691             36,745           36,196
  Administrative                                   13,417          11,562             47,390           47,423
  Interest expense                                270,798         274,626            815,113          826,854
  Depreciation of property and
   equipment                                      257,787         257,787            773,361          773,361
  Amortization of loan fees                         4,098           4,098             12,294           12,294

                                                  989,077       1,022,627          2,975,588        2,916,826

Net income (loss)                             $    25,125     $   (40,820)      $     29,248     $      7,482




Net income(loss) per unit of assignee
 limited partnership interest - basic         $      0.05     $     (0.08)      $       0.06     $       0.01

</TABLE>

                 See accompanying notes to financial statements

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

                  Consolidated Statements of Partners' Capital
             For the Nine Months Ended September 30, 1999 and 1998
                                   (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, 1998       $  (202,910)      $    822,367       $ (84,854)      $   100       $   534,703

Net income                                 585             28,663             -             -              29,248

Distributions to partners              (11,481)          (562,500)            (45)          -            (574,026)

Balance at September  30, 1999     $  (213,806)      $    288,530       $ (84,899)      $   100       $   (10,075)





Balance at December 31, 1997       $  (188,422)      $  1,532,225       $ (84,797)      $   100       $ 1,259,106

Net income                                 150              7,332               1           -               7,483

Distributions to partners              (11,480)          (562,486)            (45)          -            (574,011)

Balance at September 30, 1998      $  (199,752)      $    977,071       $ (84,841)      $   100       $   692,578

</TABLE>


                 See accompanying notes to financial statements

                                       -3-
<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
                     Consolidated Statements of Cash Flows
                    For the Nine Months Ended September 30,
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                              1999        1998

Cash flows from operating activities
<S>                                                                     <C>            <C>
 Net income                                                             $    29,248    $    7,482
 Adjustments to reconcile net income
  to net cash provided by operating activities
   Depreciation of property and equipment                                   773,361       773,361
   Amortization of loan fees                                                 12,294        12,294
   Changes in assets and liabilities
    Decrease(increase)  in accounts receivable                                2,883       (10,201)
    Decrease in prepaid expenses                                              6,920        19,825
    Decrease in escrow for real estate taxes                                 16,763        60,194
    (Decrease)increase in accounts payable and accrued expenses             (49,292)       28,151
    Increase(decrease) in due to affiliates                                   3,060        (3,920)
    Increase in tenant security deposits                                      4,722           621

Net cash provided by operating activities                                   799,959       887,807

Cash flows (used in) investing activities-
 additions to investment in real estate                                    (144,077)     (215,375)

Cash flows from financing activities
 Distributions to partners                                                 (574,026)     (574,011)
 Mortgage loan principal reduction                                         (166,310)     (154,570)

Net cash used in financing activities                                      (740,336)     (728,581)

Net decrease in cash and cash equivalents                                   (84,454)      (56,149)
Cash and cash equivalents
 Beginning of period                                                        668,208       910,435

 End of period                                                          $   583,754    $  854,286
</TABLE>


                 See accompanying notes to financial statements

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

                   Notes to Consolidated Financial Statements
                               September 30, 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 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 1998 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>

                                           September 30, 1999     December 31, 1998

<S>                                           <C>                      <C>
         Land                                 $  1,257,000             $  1,257,000
         Buildings                              21,416,568               21,413,355
         Furniture, fixtures
            and equipment                        2,426,900                2,286,036
                                                25,100,468               24,956,391
         Less: accumulated depreciation         11,362,360               10,588,999
         Total                                 $13,738,108              $14,367,392
</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  September  30,  1999 and
December 31, 1998.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative  General Partner earned $8,504 and $7,348 during the quarters
ended  September 30, 1999 and 1998,  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  $45,963  and
$43,975 during the quarters ended September 30, 1999 and 1998, respectively.


NOTE 5 - MORTGAGE LOANS PAYABLE

The mortgage  loan terms 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 loan maturity in June 2002.

The  Partnership  incurred  financing fees totaling  $103,362.  These costs were
capitalized as financing  fees and are being  amortized over the new term of the
loans.


                                       -5-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                               September 30, 1999


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 quarter ended September 30, 1999 and 1998.



                                       -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 November 8, 1999, the  Partnership  made a cash  distribution to its
partners totaling $191,342,  representing an annualized return of 6% on invested
capital.  Based upon the operating  results through September and the budget for
the  remainder  of the year,  operating  cash flow is  expected  to fully fund a
distribution rate of 6% through 1999.

         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

         Third  quarter  revenues  increased by $32,395  (3.3%) when compared to
revenues  received  during the third quarter of 1998.  Although  interest income
decreased  through the third  quarter of 1999,  revenues  increased  by $80,528,
(2.8%) when compared to those  received  through the third quarter of 1998.  The
increase in  revenues  is a result of an increase in rental  income at all three
properties.  This increase in rental income was due to a stable occupancy at the
Cincinnati  property,  an  increase  in  occupancy  at the  Columbus  and Dayton
properties, and an increase in average rental rates at all three properties.

         Third  quarter   operating   expenses   excluding   interest   charges,
depreciation and amortization  costs,  decreased $29,722 versus similar expenses
incurred  during the third  quarter of 1998.  Through  the third  quarter of the
year,  similar expenses have increased  $70,503,  versus 1998,  primarily due to
higher  maintenance and compensation  expenses at each of the properties.  These
expenses   have   increased  in  an  effort  to  improve  the  curb  appeal  and
marketability of each of the communities.

         Due to marginal  increases  in both  revenues  and  operating  expenses
through the third quarter,  the aggregate net operating income through the third
quarter of 1999, was essentially flat when compared to 1998.

         Occupancy levels at Woodhills,  in Dayton,  Ohio,  averaged 93% through
the third quarter,  representing  an increase from 89% through the third quarter
of 1998.  The  apartment  sub-market  where  Woodhills is located has an average
occupancy of 91%. Rental income received through the first three quarters of the
year was  $23,569  higher  than that  received  in 1998 due to higher  occupancy
levels and modest rental rate  increases.  While the street rents have increased
from $581 in the third  quarter  of 1998 to $591 in the third  quarter  of 1999,
rental concessions offered to new residents have offset a significant portion of
this gain. Management's immediate goal is to raise and stabilize the community's
occupancy level at 95%. No significant rental rate increases are expected in the
immediate future. The Dayton apartment rental market remains competitive. Rental
specials are currently offered at every community.  Management has continued its
program to upgrade  available  units at  Woodhills  to  include:  new carpet and
vinyl,  lighting  fixtures,  faucets,  mirrors and fresh paint. We have repaired
fencing;  power  washed decks and  landscaped  to improve the curb appeal of the
community.  We believe these  efforts have assisted  management in improving the
occupancy  level of the  community  and  expect  fourth  quarter  occupancy  and
operating trends to be positive.

         The rental market in Cincinnati  remains strong.  The average occupancy
level at the  Deerfield  property  was 96% through the third  quarter,  which is
stable when compared to the same period in 1998.  The average rental rate at the
community  has  increased  from $608 in the third quarter of 1998 to $627 in the
third quarter of 1999. Due to rate increases, rental income received through the
third  quarter of 1999  increased  $22,817 when compared to the third quarter of
1998.  Operating  expenses through the third quarter of 1999 are projected to be
$32,666  higher  than  budget  as a  result  of  higher  maintenance  costs  and
compensation  expenses  associated  with  improvements  made  to the  community.
Year-end  cash flow from  Deerfield  is  projected  to  increase  by $6,644 when
compared to 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 Oakbrook,  in Columbus,  Ohio, occupancy levels averaged 96% through
the third quarter, an increase from the 93% average through the third quarter of
1998. The rental market  remains strong  although  several new  communities  are
currently under construction,  which will make the market more competitive.  The
average rental rates increased from $578 in the third quarter of 1998 to $585 in
the third quarter of 1999.  Rental income  received at the property  through the
third quarter of the year increased  $43,336 when compared to 1998 due primarily
to the higher occupancy levels sustained at the community in 1999.  Management's
focus  during the fourth  quarter  of the year will be on  increasing  occupancy
levels and improving resident retention.

         Management  is  pleased  with  the  occupancy  gains  achieved  at  the
Woodhills  community while  maintaining  strong  performance  levels at both the
Deerfield and Oakbrook properties. The 95% aggregate occupancy level achieved by
the three  properties  during  the third  quarter of 1999 is the  highest  level
achieved in years.  Management is committed to sustaining these occupancy levels
and expects the operating performance of the portfolio to improve as a result.



                                       -8-

<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

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   Financial Data Schedule.

                  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:       11/10/99                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       11/10/99                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner





                                      -10-