<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 March 31, 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 March 31, 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>

                                              March  31,    December 31,
                                                 1997          1996

 Assets
<S>                                          <C>           <C>
 Investment in real estate                   $15,680,539   $15,918,923
 Cash and cash equivalents                       876,136       402,707
 Other assets
  Accounts receivable, net                        80,752        74,999
  Prepaid expenses                                36,841        15,084
  Escrow for real estate taxes                   106,733       234,714
  Loan fees, less accumulated amortization
    of $76,582 and $72,484, respectively         108,770        89,256
    Total other assets                           333,096       414,053

    Total assets                             $16,889,771   $16,735,683




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses      $   479,903   $   493,855
  Due to affiliates                               12,648         8,039
  Tenant security deposits                       138,311       141,606
  Mortgage loans payable                      14,500,000    14,202,270
    Total liabilities                         15,130,862    14,845,770


  Partners' Capital
   General Partners                             (178,426)     (175,806)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding            2,021,993     2,150,367
   Limited Partnership Interests -
    $25 stated value per unit
    40 units outstanding                         (84,758)      (84,748)
   Subordinated Limited Partners                     100           100
    Total partners' capital                    1,758,909     1,889,913

    Total liabilities and partners' capital  $16,889,771   $16,735,683

</TABLE>



See accompanying notes to financial statements

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

Consolidated  Statements  of  Operations  For the three  months  ended March 31,
(Unaudited)
 <TABLE> 
<CAPTION>

                                                1997        1996

Revenues
<S>                                          <C>        <C>
  Rental income                              $954,490   $  880,203
  Interest income                               2,808        2,489

                                              957,298      882,692

Expenses
  Compensation and benefits                    89,041       82,971
  Utilities                                    76,974       90,054
  Property taxes                               88,311       88,941
  Maintenance and repairs                      41,173       58,253
  Property management fee                      42,805       39,575
  Advertising                                   6,967        6,926
  Insurance                                     8,001        7,974
  Other                                         8,631        9,740
  Administrative & professional fees           22,384       17,234
  Interest expense                            314,569      323,385
  Depreciation of property and
  equipment                                   257,787      259,506
  Amortization of loan fees                     4,098        4,098

                                              960,741      988,657

Net loss                                     $ (3,443)  $ (105,965)




Net loss per unit of assignee
 limited partnership interest                $  (0.01)  $    (0.21)
</TABLE>




See accompanying notes to financial statements

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

Consolidated Statements of Partners' Capital
For the Three Months Ended March 31, 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                           (69)     (3,374)        (0)           -     (3,443)

Distributions to partners       (2,551)   (125,000)       (10)           -   (127,561)
                                          
Balance at March  31, 1997  $ (178,426) $2,021,993  $ (84,758) $      100  $1,758,909
                                          




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

Net loss                        (2,119)   (103,837)        (8)           -   (105,964)

Distributions to partners       (2,551)   (124,999)       (10)           -   (127,560)
                                          
Balance at March  31, 1996  $ (166,191) $2,621,444  $ (84,710) $      100  $2,370,643
                                          
</TABLE>



See accompanying notes to financial statements

             -3-
<PAGE>

BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 
(Unaudited)
<TABLE>
<CAPTION>
  

                                                                    1997            1996
                                                                 
Cash flows from operating activities
<S>                                                            <C>              <C>        
 Net loss                                                      $      (3,443)   $ (105,965)
 Adjustments to reconcile net loss
  to net cash provided by operating activities
   Depreciation of property and equipment                            257,787       259,506
   Amortization of loan fees                                           4,098         4,098
   Change in assets and liabilities
   (Increase) decrease  in accounts receivable                        (5,753)       56,176
   (Increase) decrease  in prepaid expenses                          (21,757)        6,275
   Decrease in escrow for real estate taxes                          127,981        71,309
   (Decrease) increase in accounts payable and accrued expenses      (13,952)       45,529
   Increase in due to affiliates                                       4,609         1,597
   (Decrease) increase in tenant security deposits                    (3,295)        1,201

Net cash provided by operating activities                            346,275       339,726

Cash flows from investing activities-
 additions to investment in real estate                              (19,403)       (9,323)

Cash flows from financing activities
 Financing costs                                                     (23,612)           --
 Distributions to partners                                          (127,561)     (127,561)
 Repayment of mortgage loans payable                             (14,202,270)      (44,764)
 Proceeds from issuance of mortgage loans payable                 14,500,000            --

Net cash provided by (used in) financing activities                  146,557      (172,325)

Net increase in cash and cash equivalents                            473,429       158,078
Cash and cash equivalents
 Beginning of period                                                 402,707       342,171

 End of period                                                 $     876,136    $  500,249
                                                                 

</TABLE>

See accompanying notes to financial statements

-4-
<PAGE>

                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                         Notes to the Financial Statements
                                                  March 31, 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>

                                                          March 31, 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                                      2,025,703                2,013,514
                                                              24,464,866               24,445,462
         Less: accumulated depreciation                        8,784,327                8,526,539
         Total                                               $15,680,539              $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 March 31, 1997 and December
31, 1996.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner earned $12,648 and $9,206 during the quarters
ended  March  31,  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  $42,805  and
$39,575 during the quarters ended March 31, 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  become  effective on June 1, 1997 and provide for a term of five
years at an interest rate of 7.70%.  Monthly payments will be based on a 25-year
amortization  schedule with a balloon payment due at the end of the 5-year term.
Until 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
                                                  March 31, 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 quarters ended March 31, 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 May  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 March and the budget for the
remainder  of the year,  operating  cash flow  during  1997 is expected to yield
approximately 6% on invested  capital.  We expect a 4% distribution rate will be
in place  during the first and second  quarters  and will  increase 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 become 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
provide 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 and re-surfacing
parking lots 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

         Revenues at all three properties increased in the first quarter of 1997
compared  to the same  period  in  1996.  Through  the  first  quarter  of 1997,
operating  revenues  increased  by $74,606 or 8.45% when  compared  to  revenues
received  during the first  quarter of 1996.  The gross rent  potential  for the
three  communities  increased  $16,610 or  approximately  2%,  from  $982,136 to
$998,746 and the average aggregate  occupancy level of the properties  increased
from 90%  during the first  quarter  of 1996 to 95% during the first  quarter of
1997. We anticipate  these improved  levels of occupancy to be sustained for the
remainder of 1997.

         First  quarter   operating   expenses   excluding   interest   charges,
depreciation and amortization  costs,  decreased $17,381 versus similar expenses
incurred  during the first  quarter of 1996.  Through the first quarter of 1997,
operating expenses are on budget with no significant variances.

         Due to the increase in revenues,  coupled with the decrease in expenses
(excluding  interest charges,  depreciation and amortization costs) in the first
quarter of 1997 as compared to 1996,  the net  operating  income of the property
increased $91,987 or approximately 19%.

         Occupancy levels at Woodhills,  in Dayton,  Ohio, averaged 93%, up from
90% experienced during the first quarter of 1996.  Revenues received through the
first quarter of 1997 increased  $15,201,  or 5.6%,  when compared to 1996 first
quarter revenues.  Operating  expenses are stable and are  approximately  $2,500
under budget.  Management's  goal in 1997 is to increase rents by  approximately
2.5% while maintaining occupancy at 94% or better.



                                                      -7-

<PAGE>

                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

Liquidity and Capital Resources (continued)

         At Deerfield,  in Cincinnati,  Ohio, the average occupancy level during
the first  quarter was 94%, a  significant  increase from the 87% average in the
first quarter of 1996. As a result of this favorable  trend in occupancy,  first
quarter  revenues at  Deerfield  increased  $30,257,  or 9.07% when  compared to
revenues  collected  during the first  quarter of 1996.  Occupancy  levels  have
trended  positively  since the third quarter of 1996.  Occupancy has not dropped
below 92%  since  July of 1996.  Management's  goal in 1997 at  Deerfield  is to
increase rents by 3% and to maintain an occupancy of 95%.
Operating expenses are on budget.

         At Oakbrook in Columbus, Ohio, occupancy levels averaged 96% during the
first  quarter of 1997  representing  an increase from the first  quarter,  1996
average of 92%. As a result of this positive trend, revenues received during the
first  quarter  increased  $26,168 or 9.62% when  compared to the same period in
1996.  Oakbrook's occupancy has been very stable and has not decreased below 94%
in 1997.  Management's  1997 budget for Oakbrook is  aggressive in that it calls
for a 4.6% rent increase while maintaining  occupancy at 95%. Operating expenses
are 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:      5/9/97                       By:    /s/ John M. Prugh
                                             John M. Prugh
                                             President and Director
                                             Brown-Benchmark AGP, Inc.
                                             Administrative General Partner



DATE:      5/9/97                       By:   /s/ Timothy M. Gisriel
                                             Timothy M. Gisriel
                                             Treasurer
                                             Brown-Benchmark AGP, Inc.
                                             Administrative General Partner



                                                       -10-
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