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, 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    June 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
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                June   30,   December 31,
                                                                   1999          1998

 Assets
<S>                                                            <C>          <C>
 Investment in real estate                                     $13,950,734  $ 14,367,392
 Cash and cash equivalents                                         628,709       668,208
 Other assets
  Accounts receivable, net                                          81,258        88,339
  Prepaid expenses                                                  16,981        15,748
  Escrow for real estate taxes                                     141,274       258,691
  Loan fees, less accumulated amortization
    of $39,205 and $31,009, respectively                            64,157        72,353
    Total other assets                                             303,670       435,131

    Total assets                                               $14,883,113  $ 15,470,731




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $   504,847  $    614,607
  Tenant security deposits                                         143,445       138,299
  Due to affiliates                                                 10,968         5,444
  Mortgage loans payable                                        14,067,711    14,177,678
    Total liabilities                                           14,726,971    14,936,028


  Partners' Capital
   General Partners                                               (210,481)     (202,910)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                                451,407       822,367
   Limited Partnership Interests -
    $25 stated value per unit,
    40 units outstanding                                           (84,884)      (84,854)
   Subordinated Limited Partners                                       100           100
    Total partners' capital                                        156,142       534,703

    Total liabilities and partners' capital                    $14,883,113  $ 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     Six months ended

                                                               June 30,   June 30,    June 30,    June 30,
                                                                 1999       1998        1999        1998

Revenues
<S>                                                          <C>         <C>        <C>         <C>
  Rental income                                              $  998,792  $974,114   $1,982,903  $1,927,563
  Interest income                                                 3,781     7,549        7,731      14,938

                                                              1,002,573   981,663    1,990,634   1,942,501

Expenses
  Compensation and benefits                                     119,524    83,211      214,243     176,586
  Utilities                                                      66,967    68,353      145,470     146,024
  Property taxes                                                 92,589    92,361      185,178     184,722
  Maintenance and repairs                                       114,391    86,881      183,310     131,631
  Property management fee                                        45,151    43,866       89,192      86,802
  Advertising                                                    11,925     9,319       23,842      17,661
  Insurance                                                       9,000     8,205       18,002      16,410
  Other                                                          14,880    11,518       25,218      22,504
  Administrative & professional fees                             16,640    17,175       33,971      35,860
  Interest expense                                              271,742   275,624      544,315     552,228
  Depreciation of property and
   equipment                                                    257,787   257,787      515,574     515,574
  Amortization of loan fees                                       4,098     4,098        8,196       8,196

                                                              1,024,694   958,398    1,986,511   1,894,198

Net income (loss)                                            $  (22,121) $ 23,265   $    4,123  $   48,303




Net income(loss) per unit of assignee
 limited partnership interest - basic                        $    (0.04) $   0.05   $     0.01  $     0.09
</TABLE>

                 See accompanying notes to financial statements

                                       -2-


<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                  Consolidated Statements of Partners' Capital
                 For the Six Months Ended June 30, 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                                                        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





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

Net income                                                       966       47,333            4             -      48,303

Distributions to partners                                     (7,653)    (374,986)         (30)            -    (382,669)

Balance at June 30, 1998                                  $ (195,109) $ 1,204,572  $   (84,823) $        100  $  924,740
</TABLE>


                 See accompanying notes to financial statements

                                       -3-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>
                                                                  1999          1998

Cash flows from operating activities
<S>                                                           <C>           <C>
 Net income                                                   $    4,123    $   48,303
 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                                       8,196         8,196
   Changes in assets and liabilities
    Decrease  in accounts receivable                               7,081         1,008
    (Increase)decrease in prepaid expenses                        (1,233)       11,620
    Decrease in escrow for real estate taxes                     117,417        65,897
    Decrease in accounts payable and accrued expenses           (109,759)      (37,597)
    Increase in due to affiliates                                  5,524           156
    Increase in tenant security deposits                           5,146         5,757

Net cash provided by operating activities                        552,069       618,914

Cash flows from investing activities-
 additions to investment in real estate                          (98,917)      (87,292)

Cash flows from financing activities
 Distributions to partners                                      (382,684)     (382,669)
 Mortgage loan principal reduction                              (109,967)     (102,055)

Net cash used in financing activities                           (492,651)     (484,724)

Net (decrease)increase in cash and cash equivalents              (39,499)       46,898
Cash and cash equivalents
 Beginning of period                                             668,208       910,435

 End of period                                                $  628,709    $  957,333

</TABLE>

                 See accompanying notes to financial statements

                                      -4-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                                  June 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>
                                                           June 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                                      2,381,739                2,286,036
                                                              25,055,307               24,956,391
         Less: accumulated depreciation                       11,104,573               10,588,999
         Total                                               $13,950,734              $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 June 30, 1999 and December 31,
1998.


NOTE 4 - RELATED PARTY TRANSACTIONS

The  Administrative  General  Partner  earned  $10,968  and  $11,048  during the
quarters ended June 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  $45,151  and
$43,866 during the quarters ended June 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
                                  June 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 June 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  August  12,  1999,  the  Partnership  will make a cash  distribution  to its
partners totaling $191,342,  representing an annualized return of 6% on invested
capital.  Based upon the operating  results  through June and the budget for the
remainder  of the year,  operating  cash flow  during 1999 is expected to 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

Second  quarter  revenues  increased by $20,910 (2.1%) when compared to revenues
received  during the second  quarter  of 1998.  Through  the first half of 1999,
revenues increased by $48,133, (2.5%) when compared to those received during the
first half of 1998.  While rental  revenues at both the  Cincinnati and Columbus
properties are on budget,  revenues from the Dayton property remain below budget
due primarily to increased rental  concessions.  The average aggregate occupancy
level of the properties  increased from 92% during the first half of 1998 to 94%
during the first half of 1999.

Second quarter operating expenses  excluding interest charges,  depreciation and
amortization  costs,  increased  $70,178 versus similar expenses incurred during
the second quarter of 1998 as a result of higher  maintenance  and  compensation
expense.  Through the first half of the year,  similar  expenses have  increased
$100,226, versus 1998. This increase was 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.  Second half  operating  expenses  are  expected to be in line with
budget and less than those incurred during the first half of the year.

While  first  half  1999  revenues   increased   when  compared  to  1998,   the
proportionately  larger  increase  in  operating  expenses  (excluding  interest
charges,  depreciation  and  amortization  costs)  resulted in a decrease in the
properties' net operating income by approximately  $52,000 (5%) when compared to
the  first  half of 1998.  The  aggregate  net  operating  income  of the  three
properties is projected to increase by  approximately  $76,000 during the second
half of 1999 due to both revenue increases and operating expense reductions.

Occupancy levels at Woodhills,  in Dayton,  Ohio, averaged 94% during the second
quarter,  representing  an  increase  of 3% from the first  quarter of the year.
Revenues  received  through the first half of the year are  $14,354  higher than
those  received in 1998 due to higher  occupancy  levels and modest  rental rate
increases. While the street rents have increased from $577 in the second quarter
of 1998 to $587 in the second 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  second half  occupancy and operating  trends to be
positive.  Woodhill's  second half cash flow is projected to increase by $45,000
when  compared  to the first  half of the year due to lower  operating  expenses
coupled with modest revenue gains.

The rental market in Cincinnati  remains strong.  The average occupancy level at
the Deerfield  property was 95% during the second quarter,  up 1% from the first
quarter of the year. The average rental rate at the community has increased from
$606 in the second quarter of 1998 to $623 in the second quarter of 1999. Due to
rate increases,  revenues  received through the second quarter of 1999 increased
$11,321  (approximately 1.4%) when compared to the first half of 1998. Operating
expenses  through the first of 1999  increased by $28,700 when  compared to 1998
primarily as result of higher maintenance

                                       -7-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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



Results of Operations (continued)

costs  and  compensation  expenses  associated  with  improvements  made  to the
community.  Second half cash flow from  Deerfield  is  projected  to increase by
$16,350  when  compared to the first half of the year  primarily  as a result of
higher revenues.

At Oakbrook,  in Columbus,  Ohio,  occupancy levels were sustained at 97% during
the second quarter,  unchanged from the first quarter of 1999. The rental market
remains strong although several new communities are currently under construction
which will make the market more  competitive.  Revenues received at the property
through the first half of the year increased  $29,500 (5%) when compared to 1998
due primarily to the higher occupancy levels sustained at the community in 1999.
Management's  focus  during  the second  half of the year will be on  increasing
rental  rates on  selected  units as the market  allows.  Second  half cash flow
generated  from the Oakbrook  community  is projected to increase  approximately
$13,500  from  the  first  half of the  year due  primarily  to lower  operating
expenses.

Management  is  pleased  with the  occupancy  gains  achieved  at the  Woodhills
community  while  maintaining  high  occupancy  levels at both the Deerfield and
Oakbrook  properties.  The 94% aggregate  occupancy  level achieved by the three
properties  during the second  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.  While
operating  expenses  through  the first half of the year have been  elevated  to
achieve the improvement in the portfolio's  occupancy  level,  second half costs
are projected to decrease and result in higher cash flows from the properties.


                                       -8-
<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP




                           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:   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:       8/10/99                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       8/10/99                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner


                                      -10-