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, 1998

{   }  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, 1998     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


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,
                                                                   1998          1997

 Assets
<S>                                                            <C>          <C>
 Investment in real estate                                     $14,857,839  $ 15,076,301
 Cash and cash equivalents                                         925,713       910,435
 Other assets
  Accounts receivable, net                                          69,782        73,196
  Prepaid expenses                                                  18,362        29,036
  Escrow for real estate taxes                                     129,382       223,772
  Loan fees, less accumulated amortization
    of $14,434 and $10,336, respectively                            88,928        93,026
    Total other assets                                             306,454       419,030

    Total assets                                               $16,090,006  $ 16,405,766




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $   508,546  $    610,557
  Tenant security deposits                                         142,536       139,429
  Due to affiliates                                                 10,864        10,892
  Mortgage loans payable                                        14,335,244    14,385,782
    Total liabilities                                           14,997,190    15,146,660


  Partners' Capital
   General Partners                                               (191,748)     (188,422)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                              1,369,274     1,532,225
   Limited Partnership Interests -
    $25 stated value per unit
    40 units outstanding                                           (84,810)      (84,797)
   Subordinated Limited Partners                                       100           100
    Total partners' capital                                      1,092,816     1,259,106

    Total liabilities and partners' capital                    $16,090,006  $ 16,405,766
</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>


                                                                1998       1997


Revenues
<S>                                                          <C>        <C>
  Rental income                                              $953,449   $954,490
  Interest income                                               7,389      2,808

                                                              960,838    957,298

Expenses
  Compensation and benefits                                    93,375     89,041
  Utilities                                                    77,671     76,974
  Property taxes                                               92,361     88,311
  Maintenance and repairs                                      44,750     41,173
  Property management fee                                      42,936     42,805
  Advertising                                                   8,342      6,967
  Insurance                                                     8,205      8,001
  Other                                                        10,986      8,631
  Administrative & professional fees                           18,687     22,384
  Interest expense                                            276,603    314,569
  Depreciation of property and equipment                      257,787    257,787
  Amortization of loan fees                                     4,098      4,098

                                                              935,801    960,741

Net income(loss)                                             $ 25,037   $ (3,443)




Net income(loss) per unit of assignee limited
 partnership interest - basic                                $   0.03   $  (0.01)

</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, 1998 and 1997
                       (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, 1997                              $ (188,422) $ 1,532,225  $   (84,797) $        100  $1,259,106

Net income                                                       501       24,534            2             -      25,037

Distributions to partners                                     (3,827)    (187,485)         (15)            -    (191,327)

Balance at March  31, 1998                                $ (191,748) $ 1,369,274  $   (84,810) $        100  $1,092,816





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
</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>
                                                                 1998           1997

Cash flows from operating activities
<S>                                                          <C>           <C>
 Net income(loss)                                            $   25,037    $      (3,443)
 Adjustments to reconcile net income(loss)
  to net cash provided by operating activities
   Depreciation of property and equipment                       257,787          257,787
   Amortization of loan fees                                      4,098            4,098
   Change in assets and liabilities
   Decrease(increase) in accounts receivable                      3,414           (5,753)
   Decrease(increase)  in prepaid expenses                       10,674          (21,757)
   Decrease in escrow for real estate taxes                      94,390          127,981
   Decrease in accounts payable and accrued expenses           (102,011)         (13,952)
   (Decrease)increase in due to affiliates                          (28)           4,609
   Increase(decrease) in tenant security deposits                 3,107           (3,295)

Net cash provided by operating activities                       296,468          346,275

Cash flows from investing activities-
 additions to investment in real estate                         (39,325)         (19,403)

Cash flows from financing activities
 Financing costs                                                     --          (23,612)
 Distributions to partners                                     (191,327)        (127,561)
 Mortgage loan principal reduction                              (50,538)     (14,202,270)
 Proceeds from issuance of mortgage loans payable                    --       14,500,000

Net cash provided by (used in) financing activities            (241,865)         146,557

Net increase in cash and cash equivalents                        15,278          473,429
Cash and cash equivalents
 Beginning of period                                            910,435          402,707

 End of period                                               $  925,713    $     876,136
</TABLE>

See accompanying notes to financial statements

-4-


<PAGE>


                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                    Notes to Consolidated Financial Statements
                                                  March 31, 1998


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 1997 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, 1997

<S>                                                         <C>                      <C>
         Land                                               $  1,257,000             $  1,257,000
         Buildings                                            21,330,474               21,307,273
         Furniture, fixtures
            and equipment                                      2,107,100                2,090,976
                                                              24,694,574               24,655,249
         Less: accumulated depreciation                        9,836,735                9,578,948
         Total                                               $14,857,839              $15,076,301
</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, 1998 and December
31, 1997.


NOTE 4 - RELATED PARTY TRANSACTIONS

The  Administrative  General  Partner  earned  $10,864  and  $12,648  during the
quarters ended March 31, 1998 and 1997, 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  $42,936  and
$42,805 during the quarters ended March 31, 1998 and 1997, respectively.


NOTE 5 - MORTGAGE LOANS PAYABLE

The  Partnership  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 are being  amortized over the new term of the
loans.


                                                        -5-

<PAGE>


                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                    Notes to Consolidated Financial Statements
                                                  March 31, 1998


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 March 31, 1998 and 1997.



                                                        -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 14,  1998,  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 March and the budget for the remainder
of the year,  operating  cash  flow  during  1998 is  expected  to fully  fund a
distribution rate of 6% through 1998.

The Partnership  anticipates utilizing approximately $250,000 in 1998 to enhance
the curb appeal and marketability of its properties. The funds will primarily be
used for roof repairs at the Deerfield property, resurfacing the parking lots at
the Deerfield and Woodhills  properties and refurbishing the clubhouse/office at
the Oakbrook and Deerfield  properties.  The parking lot was  re-surfaced at the
Oakbrook  property  in the  fourth  quarter  of 1997  and the  clubhouse  at the
Woodhills property was refurbished in 1997.

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

Through the first quarter of 1998, revenues increased by $3,540 when compared to
revenues received during the first quarter of 1997. The gross rent potential for
the three  communities  increased  $32,966 or approximately 3%, from $998,746 to
$1,031,712.  Due to  increased  levels of  competition  from  completion  of new
apartment  communities,  the average aggregate occupancy level of the properties
decreased  from 95%  during  the first  quarter  of 1997 to 92% during the first
quarter of 1998.  We  anticipate  levels of occupancy to improve  through  1998.
First quarter operating expenses  excluding  interest charges,  depreciation and
amortization  costs,  increased  $13,026  or  approximately  3%  versus  similar
expenses incurred during the first quarter of 1997. Through the first quarter of
1998, operating expenses are on budget with no significant variances.

The slight  increase in revenues,  offset by an increase in expenses  (excluding
interest charges, depreciation and amortization costs) resulted in a decrease in
the net operating  income of the property of $9,486 or  approximately  2% in the
first quarter of 1998 as compared to 1997.

Occupancy levels at Woodhills,  in Dayton,  Ohio,  averaged 91%, a decrease from
the 93%  experienced  during  the  first  quarter  of 1997.  As a result  of the
decrease in occupancy,  rental  revenues  received  through the first quarter of
1998 decreased  $3,819,  or 1.31%, when compared to 1997 first quarter revenues.
The Dayton  apartment rental market is very competitive due to the completion of
the construction of approximately 1,000 new apartments. The average occupancy in
the Dayton apartment market decreased from 93% in September 1997 to 90% in March
1998. Operating expenses are stable and are approximately  $10,000 under budget.
Management's  goal in 1998 is to  increase  rents by  approximately  2.5%  while
striving to increase occupancy to 94% or better.

At Deerfield, in Cincinnati,  Ohio, the average occupancy level during the first
quarter  was 94%,  the same as the first  quarter of 1997.  However,  because of
higher  rental  rates,  first  quarter  rental  revenues at Deerfield  increased
$11,981,  or 3.27% when  compared  to rental  revenues  earned  during the first
quarter of 1997. On May 1, 1998,  the rental rates were  increased $10 per month
on each  apartment.  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 1998  at  Deerfield  is to  increase  rents  by 3% and to
increase occupancy to 95%. Operating expenses are on 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 91% during the first
quarter of 1998 representing a decrease from the first quarter,  1997 average of
96%. As a result of this decrease in occupancy,  rental revenues received during
the first quarter  decreased $9,204 or 3.09% when compared to the same period in
1997.  Although  occupancy at Oakbrook has  decreased,  the average  rental rate
increased from $559 in the first quarter of 1997 to $575 in the first quarter of
1998. Management's 1998 goals for Oakbrook are to achieve a 2% rent increase and
to increase and stabilize occupancy at 95%. Operating expenses are on budget.

Management  is  committed  to  increasing   occupancy  levels  at  each  of  the
properties.  We are  optimistic  that  occupancy  levels  can be  increased  and
stabilized  in  the  93%  to 95%  range  at  each  of  the  Partnership's  three
properties.

                                                        -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:       5/14/98                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       5/14/98                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner





                                                       -10-

<PAGE>