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, 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 September 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


<PAGE>

                 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>
                                                               September 30,  December 31,
                                                                    1997           1996

 Assets
<S>                                                            <C>            <C>
 Investment in real estate                                     $  15,208,906  $ 15,918,923
 Cash and cash equivalents                                           989,933       402,707
 Other assets
  Accounts receivable, net                                            74,948        74,999
  Prepaid expenses                                                    12,602        15,084
  Escrow for real estate taxes                                       139,690       234,714
  Loan fees, less accumulated amortization
    of $84,778 and $72,484, respectively                             100,574        89,256
    Total other assets                                               327,814       414,053

    Total assets                                               $  16,526,653  $ 16,735,683




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $     478,335  $    493,855
  Due to affiliates                                                   10,540         8,039
  Tenant security deposits                                           143,089       141,606
  Mortgage loans payable                                          14,435,359    14,202,270
    Total liabilities                                             15,067,323    14,845,770


  Partners' Capital
   General Partners                                                 (184,418)     (175,806)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                                1,728,430     2,150,367
   Limited Partnership Interests -
    $25 stated value per unit
    40 units outstanding                                             (84,782)      (84,748)
   Subordinated Limited Partners                                         100           100
    Total partners' capital                                        1,459,330     1,889,913

    Total liabilities and partners' capital                    $  16,526,653  $ 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             Nine months ended

                                                              September 30,  September 30,   September 30,  September 30,
                                                                  1997           1996            1997           1996


Revenues
<S>                                                          <C>            <C>             <C>            <C>
  Rental income                                              $     969,512  $     948,490   $   2,882,290  $   2,743,373
  Interest income                                                    8,158          2,781          19,015          8,222

                                                                   977,670        951,271       2,901,305      2,751,595

Expenses
  Compensation and benefits                                         95,983         75,683         288,071        246,364
  Utilities                                                         76,822         71,526         225,987        229,363
  Property taxes                                                    88,311         88,941         264,933        266,823
  Maintenance and repairs                                           79,733         92,089         204,318        250,066
  Property management fee                                           43,662         42,598         129,624        123,283
  Advertising                                                        8,606          7,923          23,161         22,397
  Insurance                                                          8,001          7,974          24,003         23,922
  Other                                                             11,102         10,355          30,328         30,853
  Administrative & professional fees                                18,831         14,102          69,508         43,382
  Interest expense                                                 278,506        326,241         903,617        971,996
  Depreciation of property and
   equipment                                                       257,787        259,506         773,361        778,518
  Amortization of loan fees                                          4,098          4,098          12,294         12,294

                                                                   971,442      1,001,036       2,949,205      2,999,261

Net income (loss)                                            $       6,228  $     (49,765)  $     (47,900) $    (247,666)




Net income(loss) per unit of assignee
 limited partnership interest                                $        0.01  $       (0.10)  $       (0.09) $       (0.49)

</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, 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                                                        (958)     (46,938)          (4)            -     (47,900)

Distributions to partners                                     (7,654)    (374,998)         (30)            -    (382,682)

Balance at September 30, 1997                             $ (184,418) $ 1,728,430  $   (84,782) $        100  $1,459,331





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

Net loss                                                      (4,953)    (242,693)         (19)            -    (247,665)

Distributions to partners                                     (7,654)    (374,998)         (30)            -    (382,682)

Balance at September 30, 1996                             $ (174,128) $ 2,232,589  $   (84,741) $        100  $1,973,820


</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>

                                                                  1997            1996

Cash flows from operating activities
<S>                                                          <C>              <C>
 Net loss                                                    $     (47,900)   $ (247,666)
 Adjustments to reconcile net loss
  to net cash provided by operating activities
   Depreciation of property and equipment                          773,361       778,518
   Amortization of loan fees                                        12,294        12,294
   Change in assets and liabilities
   Decrease  in accounts receivable                                     51        25,712
   Decrease(increase) in prepaid expenses                            2,482        (9,953)
   Decrease in escrow for real estate taxes                         95,024        81,611
   (Decrease)increase in accounts payable and accrued expenses     (15,521)       41,313
   Increase in due to affiliates                                     2,501         1,971
   Increase in tenant security deposits                              1,483         8,305

Net cash provided by operating activities                          823,775       692,105

Cash flows from investing activities-
 additions to investment in real estate                            (63,344)      (50,794)

Cash flows from financing activities
 Financing costs                                                   (23,612)          -
 Distributions to partners                                        (382,682)     (382,682)
 Mortgage loan principal reduction                             (14,266,911)     (137,358)
 Proceeds from issuance of mortgage loans payable               14,500,000           -

Net cash used in financing activities                             (173,205)     (520,040)

Net increase in cash and cash equivalents                          587,226       121,271
Cash and cash equivalents
 Beginning of period                                               402,707       342,171

 End of period                                               $     989,933    $  463,442

</TABLE>


See accompanying notes to financial statements

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

                                         Notes to the Financial Statements
                                                September 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>

                                                        September 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                                      2,069,644                2,013,514
                                                              24,508,807               24,445,462
         Less: accumulated depreciation                        9,299,901                8,526,539
         Total                                               $15,208,906              $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  September  30,  1997 and
December 31, 1996.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner earned $10,540 and $9,580 during the quarters
ended  September 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  $43,662  and
$42,598 during the quarters ended September 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
                                                September 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 quarters ended September 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 November 12, 1997, the Partnership  made a cash  distribution to its
partners totaling $191,327,  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 during 1997 is expected to yield
approximately 6% on invested capital.
 After a 4% distribution rate in the first and second quarters,  the Partnership
increased  the  distribution  rate to 6% in the third  quarter  and  anticipates
maintaining the 6% distribution rate in the fourth quarter.

         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  has  finalized 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

         Third  quarter  revenues  generated  from the  operation  of the  three
apartment communities increased 2.78% when compared to revenues collected during
the third quarter of 1996.  Through the first three quarters of 1997,  operating
revenues  increased  5.44% when  compared to revenues  received  during the same
period in 1996.  The gross rent  potential for the three  communities  increased
$55,345 or  approximately  2%, from  $2,968,391  to  $3,023,736  and the average
aggregate occupancy level of the properties increased from 92% through the third
quarter of 1996 to 94% through the third quarter of 1997.  We  anticipate  these
improved operating trends to be sustained for the remainder of 1997.

         Third  quarter   operating   expenses   excluding   interest   charges,
depreciation and amortization costs,  increased $19,860 versus expenses incurred
during  the  third  quarter  of 1996.  Through  the third  quarter  of the year,
expenses increased  approximately $23,480, or less than 2%, versus 1996. Through
the first three quarters of 1997 operating  costs are  essentially on budget and
we expect operating costs to remain on budget in the fourth quarter.

         Due  to  the  increase  in  revenues,   coupled  with  stable  expenses
(excluding  interest charges,  depreciation and amortization  costs) through the
third  quarter of 1997 as  compared  to 1996,  the net  operating  income of the
property increased $126,230 or approximately 8%.

         Occupancy  levels at Woodhills,  in Dayton,  Ohio, have been consistent
through 1997 and have  averaged 94% during the second and third  quarter of 1997
up slightly  from the 93%  average in the first  quarter.  Occupancy  during the
third  quarter  of 1996  averaged  92%.  As a  result  of this  consistent  high
occupancy,  the third quarter rental revenues  increased $8,096 when compared to
revenues  collected during the third quarter of 1996.  Rental revenues  received
through the third quarter of 1997 increased  $33,054,  or 3.9%, when compared to
the same period in 1996.  The average  rental rates  increased  from $553 in the
third quarter of 1996 to $563 in the third quarter of 1997. Management's focus

                                                      -7-


                                       1
<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

Results of Operations (continued)

during the fourth quarter will be on maintaining  its occupancy at or above 94%,
while  increasing its gross rent potential by increasing rents on selected units
and through moderate increases on lease renewals.  Operating expenses are stable
and slightly over budget due to higher than anticipated painting costs.

         At Deerfield,  in Cincinnati,  Ohio, the average  occupancy level after
averaging  94% during the first two  quarters  increased to 97% during the third
quarter. Occupancy during the third quarter of 1996 averaged 93%. As a result of
this stable and strong  occupancy,  rental revenues through the third quarter of
1997 increased  $75,082,  or 7.2% when compared to revenues collected during the
same period in 1996. The third quarter rental  revenues  increased  $18,945 when
compared to revenues  collected  during the third  quarter of 1996.  The average
rental  rates  increased  from $577 in the third  quarter of 1996 to $590 in the
third  quarter of 1997.  Operating  expenses are under  budget by  approximately
$1,000. 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 after  averaging 96%
during the first two  quarters of 1997  decreased  to 94% in the third  quarter.
Also,  occupancy in the third  quarter of 1996  averaged  96%. The third quarter
rental  revenues  decreased  by $6,020 when  compared to third  quarter of 1996.
Rental revenues through the first three quarters of 1997 increased by $30,781 or
3.6%  when  compared  to the same  period  in 1996.  The  average  rental  rates
increased from $555 in the third quarter of 1996 to $567 in the third quarter of
1997.  Management's  focus during the fourth  quarter will be to ensure that all
units are market ready and continue to make resident retention a priority.
Operating expenses are stable and remain on budget.

         Management is committed to sustaining the positive  trends in occupancy
levels and increasing rental rates experienced at each of the properties. We are
optimistic  that these improved  operating  results will continue  through 1997.
These trends  combined with the decrease in debt service  payments in the second
half of the year has enabled the Partnership to increase its  distribution  rate
to 6%.

                                                      -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






                                                       -10-