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, 2003

{   }  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, 2003       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____

           Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).

                     Yes                           No     X



<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 (Deficit)                         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

  Item 4.  Controls and Procedures                                           9

Part II.   Other Information

  Item 1. through Item 6.                                                 9-16
natures                                                                     17




<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                            June 30,
                                                              2003          December 31,
                                                           (Unaudited)          2002
                                                        ----------------  ----------------
 Assets
<S>                                                     <C>               <C>
   Investment in real estate                            $    10,826,191   $    11,140,873
   Cash and cash equivalents                                    264,946           313,444
   Other assets
     Accounts receivable, net                                    29,817            22,312
     Prepaid expenses                                           127,672            29,369
     Escrow for real estate taxes                               162,393           300,360
                                                        ----------------  ----------------
           Total other assets                                   319,882           352,041
                                                        ----------------  ----------------

           Total assets                                 $    11,411,019   $    11,806,358
                                                        ================  ================



 Liabilities and Partners' Capital (Deficit)
    Liabilities
     Accounts payable and accrued expenses              $       569,699   $       669,415
     Tenant security deposits                                   149,707           146,819
     Due to affiliates                                           17,502            11,306
     Mortgage loans payable                                  13,033,290        13,176,703
                                                        ----------------  ----------------
           Total liabilities                                 13,770,198        14,004,243
                                                        ----------------  ----------------


   Partners' Capital (Deficit)
     General Partners                                          (260,786)         (257,560)
     Assignor Limited Partner:
       Assignment of Limited Partnership
         Interests - $25 stated value per
         unit, 500,000 units outstanding                     (2,013,413)       (1,855,358)
       Limited Partnership Interests -
         $25 stated value per unit,
         40 units outstanding                                   (85,080)          (85,067)
     Subordinated Limited Partners                                  100               100
                                                        ----------------  ----------------
           Total partners' deficit                           (2,359,179)       (2,197,885)
                                                        ----------------  ----------------

           Total liabilities and partners' deficit      $    11,411,019   $    11,806,358
                                                        ================  ================

</TABLE>





                 See accompanying notes to financial statements.

                                       -1-


<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended                      Six Months Ended
                                                    ---------------------------------     ----------------------------------
                                                       June 30,          June 30,             June 30,          June 30,
                                                         2003              2002                 2003              2002
                                                    ---------------  ----------------     ----------------  ----------------
Revenues
<S>                                                      <C>         <C>                  <C>               <C>
     Rental income                                       1,057,655   $       943,133      $     2,115,321   $     1,924,966
     Interest income                                           231               442                  608             1,334
                                                    ---------------  ----------------     ----------------  ----------------

                                                         1,057,886           943,575            2,115,929         1,926,300
                                                    ---------------  ----------------     ----------------  ----------------

Expenses
     Compensation and benefits                             108,151            92,235              226,279           196,315
     Utilities                                              78,177            62,620              153,581           132,385
     Property taxes                                        104,856            66,731              217,741           163,344
     Maintenance and repairs                               161,727           128,595              260,465           172,542
     Property management fee                                43,880            42,441               91,622            86,623
     Advertising                                            22,492            19,376               36,887            29,509
     Insurance                                              22,238            31,452               55,479            51,442
     Other                                                  31,126            36,435               52,762            54,552
     Administrative and professional fees                   26,637            21,739               51,595            48,442
     Interest expense                                      242,686           259,483              471,306           515,445
     Depreciation of property and equipment                234,090           233,890              468,180           467,230
     Amortization of loan fees                                   -             4,654                    -            10,340
                                                    ---------------  ----------------     ----------------  ----------------

                                                         1,076,060           999,651            2,085,897         1,928,169
                                                    ---------------  ----------------     ----------------  ----------------

Net income (loss)                                          (18,174)  $       (56,076)     $        30,033   $$       (1,869)
                                                    ===============  ================     ================  ================




Net income (loss) per unit of assignee
   limited partnership interest - basic                      (0.04)  $         (0.11)     $          0.06   $         (0.00)
                                                    ===============  ================     ================  ================
</TABLE>




                 See accompanying notes to financial statements.

                                       -2-
<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
                    Statements of Partners' Capital (Deficit)
                     Six months ended June 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               Assignor Limited Partner
                                                            --------------------------------
                                                             Assignment
                                                             of Limited        Limited        Subordinated
                                             General        Partnership      Partnership        Limited
                                             Partners        Interests        Interests         Partners          Total
                                         ---------------  ---------------  ---------------  ---------------  ---------------

<S>                                      <C>              <C>              <C>              <C>              <C>
Balance at December 31, 2002             $     (257,560)  $   (1,855,358)  $      (85,067)  $          100   $   (2,197,885)

Net income                                          601           29,430                2                -           30,033

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

Balance at June 30, 2003                 $     (260,786)  $   (2,013,413)  $      (85,080)  $          100   $   (2,359,179)
                                         ===============  ===============  ===============  ===============  ===============





Balance at December 31, 2001             $     (241,104)  $   (1,049,082)  $      (85,003)  $          100   $   (1,375,089)

Net loss                                            (37)          (1,832)               0                -           (1,869)

Distributions to partners                        (7,654)        (375,000)             (30)               -         (382,684)
                                         ---------------  ---------------  ---------------  ---------------  ---------------

Balance at June 30, 2002                 $     (248,795)  $   (1,425,914)  $      (85,033)  $          100   $   (1,759,642)
                                         ===============  ===============  ===============  ===============  ===============

</TABLE>






                 See accompanying notes to financial statements.

                                       -3-

<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                    ----------------------------------
                                                                        June 30,          June 30,
                                                                          2003              2002
                                                                    ----------------  ----------------
Cash flows from operating activities
<S>                                                                 <C>               <C>
   Net income (loss)                                                $        30,033   $        (1,869)
   Adjustments to reconcile net income (loss)
     to net cash provided by operating activities
       Depreciation of property and equipment                               468,180           467,230
       Amortization of loan fees                                                  -            10,340
       Changes in assets and liabilities
         (Increase) decrease in accounts receivable                          (7,505)            8,657
         Increase in prepaid expenses                                       (98,303)          (94,479)
         Decrease in escrow for real estate taxes                           137,967           173,349
         Decrease in accounts payable and accrued expenses                  (99,716)         (122,315)
         Increase in due to affiliates                                        6,196             4,990
         Increase in tenant security deposits                                 2,888            24,446
                                                                    ----------------  ----------------

Net cash provided by operating activities                                   439,740           470,349
                                                                    ----------------  ----------------

Cash flows from investing activities-
   additions to investment in real estate                                  (153,498)          (39,647)
                                                                    ----------------  ----------------

Cash flows from financing activities
   Distributions to partners                                               (191,327)         (382,684)
   Mortgage loan principal reduction                                       (143,413)         (109,690)
                                                                    ----------------  ----------------

Net cash used in financing activities                                      (334,740)         (492,374)
                                                                    ----------------  ----------------

Net decrease in cash and cash equivalents                                   (48,499)          (61,672)
Cash and cash equivalents
   Beginning of period                                                      313,444           563,187
                                                                    ----------------  ----------------

   End of period                                                    $       264,946   $       501,515
                                                                    ================  ================


</TABLE>


                 See accompanying notes to financial statements.

                                       -4-


<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Notes to Financial Statements
                             June 30, 2003 and 2002
                                   (Unaudited)



NOTE 1 - THE PARTNERSHIP 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 accounting principles generally accepted in the United States of America.
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of management, necessary for a fair statement of financial position,
operating results and cash flows 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 2002 Annual Report.


NOTE 2 - INVESTMENT IN REAL ESTATE

Investment in real estate is summarized as follows:

                                   June 30, 2003         December 31, 2002

Land                               $  1,257,000             $  1,257,000
Buildings                            21,416,568               21,416,568
Furniture, fixtures
   and equipment                      2,975,722                2,822,224
                                      ---------                ---------
                                     25,649,290               25,495,792
Less accumulated depreciation        14,823,099               14,354,919
                                     ----------               ----------
         Total                      $10,826,191              $11,140,873
                                    ===========              ===========



NOTE 3 - CASH AND CASH EQUIVALENTS

The Partnership considers all short-term investments with maturities of three
months or less at dates of purchase as cash equivalents. Cash and cash
equivalents consist of cash and money market accounts and are stated at cost,
which approximated market value at June 30, 2003 and December 31, 2002.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner was reimbursed for certain costs associated
with administering the Partnership, including clerical services, investor
communication services, legal services, and reports and filings made to
regulatory authorities totaling $17,502 and $13,880 during the three months
ended June 30, 2003 and 2002, respectively and $34,137 and $30,617 for the six
months ended June 30, 2003 and 2002 respectively.

Benchmark Properties, Inc., an affiliate of the Development General Partner, the
managing agent for the properties through January 7, 2002, earned a management
fee of $3,422 in 2002. Effective January 7, 2002, the management agreement was
assigned to NHP Management Company. NHP Management Company earned a management
fee of $43,880 and $42,441, for the three months ended June 30, 2003 and 2002
respectively and $91,622 and $83,201 for the six months ended June 30, 2003 and
2002 respectively.

                                      -5-

<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Notes to Financial Statements
                             June 30, 2003 and 2002
                                   (Unaudited)

NOTE 5 - MORTGAGE LOANS PAYABLE

The mortgage loans had a stated rate of interest of 7.7% through June 1, 2002
(original maturity). Monthly payments were based on a 25-year amortization
schedule with a balloon payment due at maturity. Effective June 1, 2002 the
lender agreed to extend the loans for one year under terms similar to the
existing loans, except the interest rate was reduced to 7.5%. The mortgage loans
have been extended for one additional year through June 1, 2004. All terms will
remain the same, except for the interest rate which decreased to 6.5% effective
June 1, 2003.

The mortgage loan interest paid was $471,306 and $515,445 for the six months
ended June 30, 2003 and 2002, respectively.


NOTE 6 - NET INCOME PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST

Net income per Unit of assignee limited partnership interest is disclosed on the
statement of operations and is based upon average units outstanding of 500,000
during the periods ended June 30, 2003 and 2002.


                                      -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 14, 2003, the Partnership will make a cash distribution to
its partners totaling $95,663, representing an annualized return of 3% on
invested capital. This distribution will be funded from the operations of the
three apartment properties and working capital reserves available at the end of
the second quarter of the year. Based upon the 2003 budget, operating cash flow
is expected to fully fund the distribution rate of 3% in 2003, pending the
properties sales as discussed below.

         The Partnership's first mortgage loans with Canada Life Assurance
Company have been extended for one year through June 1, 2004. All terms remain
the same, except the interest rate decreased from 7.5% to 6.5% effective June 1,
2003. There will be no prepayment penalty and the loans may be paid off
following a sixty-day written notice to the lender.

         The Partnership does not anticipate an outlay for any significant
capital improvements or repair costs that might adversely impact its liquidity
in 2003.

Results of Operations

         Second quarter 2003 revenues increased by $114,311, or 12%, when
compared to revenues during the second quarter 2002. Revenues for the six months
ended June 30, 2003 increased by $189,629, or 9.8%, when compared to revenues
for the same period in 2002. Most of the increase in revenues occurred in the
second quarter as management successfully implemented various leasing strategies
to improve the occupancy of all three properties in addition to achieving higher
rental rates at each of the three properties. Occupancies have remained in the
mid-ninety percent range for the past year and we are optimistic this will
continue.

         Second quarter operating expenses, excluding interest charges,
depreciation and amortization costs increased $97,660 or 19% versus similar
expenses incurred during the second quarter 2002. Operating expenses for the six
months ended June 30, 2003 have increased $211,257, or 22.59%. As anticipated,
operating costs have increased during the three and six month periods of 2003
over similar periods in 2002 due primarily to increased property taxes, utility
expenses and expenses to ready apartments for new tenants (reflected in
compensation and benefits and maintenance and repairs expenses).

         The aggregate net operating income of the Partnership (defined as
revenues less operating expenses excluding interest charges, depreciation and
amortization costs) decreased by $21,628 or 2.2% for the six months ended June
30, 2003 as a result of the proportionately larger increases in operating
expenses over revenues. The improvement in revenues in the second quarter
resulted in an increase in operating income of $16,651 or 3.8% when compared to
the second quarter 2002.

         Occupancy levels at Woodhills, in Dayton, Ohio, increased from 92%
during the second quarter 2002 to 94% for the same period in 2003 while overall
occupancy levels for the six months ended June 30, 2003 increased to 95% from
89% in 2002. The average rental rate at Woodhills increased from $612 during the
second quarter 2002 to $617 during the second quarter 2003. Rental income
increased approximately $42,000 during the second quarter 2003 when compared to
revenues for the second quarter 2002.


                                      -7-
<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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


Results of Operations (continued)

         The average occupancy level at the Deerfield, in Cincinnati, Ohio, was
95% during the second quarter 2003, through the same period in 2002 occupancy
averaged 89% while overall occupancy levels for the six months ended June 30,
2003 increased to 95% from 90% in 2002. The average rental rate was
approximately $659 during the second quarter 2003, a slight increase from $642
during the same period in 2002. Rental revenues increased approximately $48,000
during the second quarter 2003 when compared to revenues for the second quarter
2002.

         At Oakbrook, in Columbus, Ohio, occupancy averaged 96% through the
second quarter 2003 compared to 91% during the second quarter 2002 while overall
occupancy levels for the six months ended June 30, 2003 increased to 95% from
87% in 2002. Rental rates have increased from $591 during the second quarter
2002 to $628 during the second quarter 2003. Rental revenues for the second
quarter 2003 increased by approximately $24,000 when compared to 2002.

Critical Accounting Policies

         Critical accounting policies are those that are both important to the
presentation of financial condition and results of operations and require
management's most difficult, complex or subjective judgments. The Partnership's
critical accounting policy relates to the evaluation of impairment of long-lived
assets.

         If events or changes in circumstances indicate that the carrying value
of a property to be held and used may be impaired, a recoverability analysis is
performed based on estimated undiscounted cash flows to be generated from the
property in the future. If the analysis indicates that the carrying value is not
recoverable from future cash flows, the property is written down to estimated
fair value and an impairment loss is recognized. If the Partnership decides to
sell a property, it evaluates the recoverability of the carrying amount of the
assets. If the evaluation indicates that the carrying value is not recoverable
from estimated net sales proceeds, the property is written down to estimated
fair value less costs to sell and an impairment loss is recognized. The
estimates of cash flows and fair values of the properties are based on current
market conditions and consider matters such as rental rates and occupancies for
the property and comparable properties, recent sales data for comparable
properties and, where applicable, contracts or the results of negotiations with
purchasers or prospective purchasers. These estimates are subject to revision as
market conditions and the Partnership's assessment of them change.

Outlook

         The Partnership has executed Purchase and Sale Agreements for each of
the three properties at purchase prices that should be attractive to the
Partners. The General Partners are preparing a proxy statement filing to solicit
the consent of the Limited Partners to sell the properties. Pending approval of
the proxy statement filing, copies of the proxy statement including consent
forms will be sent to Unitholders of record shortly.

         The contracts are all in their due diligence periods and there can be
no assurance that these contracts will result in a sale(s). However if the
Partnership does receive the consent of investors to sell its three properties
and successfully completes each sale, the Partnership will conclude its
operations.



                                      -8-

<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


                          PART I. FINANCIAL INFORMATION


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

            The Partnership has exposure to changing interest rates and is
currently not engaged in hedging activities. Interest on the Partnership's
$13,033,290 mortgage is currently at a fixed rate of 6.5% and the loans mature
on June 1, 2004.

Item 4.   Controls and Procedures

          Evaluation was performed under the supervision and with the
participation of the Partnership's management, including the Chief Executive
Officer and Chief Financial Officer of the general partner, of the effectiveness
of the design and operation of disclosure controls and procedures, as of June
30, 2003, as defined in Rule 13a-15 of the rules promulgated under the
Securities and Exchange Act of 1934, as amended. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the design
and operation of these disclosure controls and procedures were effective. There
have been no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.




                           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

                                      -9-

<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


Item 6.     Exhibits and Reports on Form 8-K

a) Exhibits

   Exhibit 31.1 Certification of Principal Executive Officer Pursuant to Section
   302 of the Sarbanes-Oxley Act of 2002.

   Exhibit 31.2 Certification of Principal Financial Officer Pursuant to Section
   302 of the Sarbanes-Oxley Act of 2002.

   Exhibit 31.3 Certification of Principal Executive Officer Pursuant to Section
   302 of the Sarbanes-Oxley Act of 2002.

   Exhibit 31.4 Certification of Principal Financial Officer Pursuant to Section
   302 of the Sarbanes-Oxley Act of 2002.

   Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

b) Reports on Form 8-K: None


                                      -10-

<PAGE>
                                                                   Exhibit 31.1


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                  Certification of Principal Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Daniel P. Riedel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark
     Properties Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.



     Date:       8/8/03               By: /s/   Daniel P. Riedel
                                          Daniel P. Riedel
                                          Chief Executive Officer
                                          Benchmark Equities, Inc.
                                          Development General Partner
                                      -11-

<PAGE>


                                                                  Exhibit 31.2


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                  Certification of Principal Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Deborah J. Maxson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark
     Properties Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.



     Date:    8/8/03               By:      /s/   Deborah J. Maxson
                                       Deborah J. Maxson
                                       Chief Financial Officer
                                       Benchmark Equities, Inc.
                                       Development General Partner
                                      -12-

<PAGE>


                                                                 Exhibit 31.3


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                  Certification of Principal Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, John M. Prugh, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark
     Properties Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.




     Date:    8/14/03                 By:      /s/   John M. Prugh
                                        John M. Prugh
                                        Chief Executive Officer
                                        Brown-Benchmark AGP, Inc.
                                        Administrative General Partner
                                      -13-

<PAGE>
                                                                  Exhibit 31.4


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                  Certification of Principal Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Timothy M. Gisriel, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brown-Benchmark
     Properties Limited Partnership;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures [as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)] for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.




     Date:     8/14/03               By:      /s/   Timothy M. Gisriel
                                       Timothy M. Gisriel
                                       Chief Financial Officer
                                       Brown-Benchmark AGP, Inc.
                                       Administrative General Partner


                                      -14-
<PAGE>
                                                                  Exhibit 32.1


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-Q for the period ending June
30, 2003 with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Daniel P. Riedel, the Chief Executive Officer of Benchmark
Equities, Inc., Development General Partner of the Partnership, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Partnership.




Date:      8/8/03              By:      /s/  Daniel P. Riedel
                                        Daniel P. Riedel
                                        Chief Executive Officer
                                        Benchmark Equities, Inc.
                                        Development General Partner



Date:      8/8/03              By:      /s/   Deborah J. Maxson
                                        Deborah J. Maxson
                                        Chief Financial Officer
                                        Benchmark Equities, Inc.
                                        Development General Partner

                                      -15-

<PAGE>


                                                              Exhibit 32.2


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the filing of Brown-Benchmark Properties Limited
Partnership's (the "Partnership") Report on Form 10-K for the period ending
December 31, 2002 with the Securities and Exchange Commission on the date hereof
(the "Report"), I, John M. Prugh, the Chief Executive Officer of Brown-Benchmark
AGP, Inc., Administrative General Partner of the Partnership, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Partnership.




Date:      8/14/03                   By:      /s/  John M. Prugh
                                              John M. Prugh
                                              Chief Executive Officer
                                              Brown-Benchmark AGP, Inc.
                                              Administrative General Partner



Date:      8/14/03                   By:      /s/   Timothy M. Gisriel
                                             Timothy M. Gisriel
                                             Chief Financial Officer
                                             Brown-Benchmark AGP, Inc.
                                             Administrative General Partner



                                      -16-

<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:     08/14/03                   By:     /s/  John M.
Prugh
                                     John M. Prugh
                                     President and Director
                                     Brown-Benchmark AGP, Inc.
                                     Administrative General Partner



DATE:      08/14//03                  By:     /s/   Timothy M.
Gisriel
                                     Timothy M. Gisriel
                                     Treasurer
                                     Brown-Benchmark AGP, Inc.
                                     Administrative General Partner











                                      -17-