FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


(Mark One)
{ X }  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         September 30, 2000

{   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to


For Quarter Ended     September 30, 2000     Commission file number   000-16698

                 Brown-Benchmark Properties Limited Partnership
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                                    31-1209608
(State or Other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                 Identification Number)



  225 East Redwood Street, Baltimore, Maryland           21202
    (Address of Principal Executive Offices)           (Zip Code)

      Registrant's Telephone Number, Including Area Code:   (410) 727-4083

                                       N/A

              (Former Name, Former Address, and Former Fiscal Year,
                         if Changed Since Last Report.)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes     X                             No



<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



                                      INDEX

<TABLE>
<CAPTION>

                                                                                Page No.

Part I.  Financial Information

  Item 1.      Financial Statements

<S>                                                                                 <C>
               Balance Sheets                                                       1
               Statements of Operations                                             2
               Statements of Partners' Capital (Deficit)                            3
               Statements of Cash Flows                                             4
               Notes to Financial Statements                                        5


  Item 2.      Management's Discussion and Analysis of

                      Financial Condition and Results of Operations                 6


  Item 3.      Quantitative and Qualitative Disclosures About Market Risk           7

Part II.       Other Information

  Item 1. through Item 6.                                                           7

Signatures                                                                          8
</TABLE>


<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                    September 30,      December 31,
                                                                        2000               1999
                                                                     (Unaudited)
                                                                  ----------------   ----------------

 Assets

<S>                                                               <C>                <C>
    Investment in real estate                                     $    12,912,429    $    13,597,059
    Cash and cash equivalents                                             651,570            541,297
    Other assets

     Accounts receivable, net                                              13,946            157,015
     Prepaid expenses                                                       9,790             15,416
     Escrow for real estate taxes                                         179,241            273,763
     Loan fees, less accumulated amortization
         of $67,179 and $51,681, respectively                              36,183             51,681
                                                                  ----------------   ----------------
           Total other assets                                             239,160            497,875
                                                                  ----------------   ----------------

           Total assets                                           $    13,803,159    $    14,636,231
                                                                  ================   ================




 Liabilities and Partners' Capital (Deficit)
 Liabilities
     Accounts payable and accrued expenses                        $       487,686    $       599,642
     Tenant security deposits                                             130,896            143,657
     Due to affiliates                                                      7,892              7,661
     Mortgage loans payable                                            13,774,031         13,953,098
                                                                  ----------------   ----------------
           Total liabilities                                           14,400,505         14,704,058
                                                                  ----------------   ----------------


     Partners' Capital (Deficit)
       General Partners                                                  (225,550)          (214,960)
       Assignor Limited Partner:
         Assignment of Limited Partnership
           Interests - $25 stated value per
           unit, 500,000 units outstanding                               (286,953)           231,934
         Limited Partnership Interests -
           $25 stated value per unit,
           40 units outstanding                                           (84,943)           (84,901)
         Subordinated Limited Partners                                        100                100
                                                                  ----------------   ----------------
           Total partners' capital (deficit)                             (597,346)           (67,827)
                                                                  ----------------   ----------------

         Total liabilities and partners' capital (deficit)        $    13,803,159    $    14,636,231
                                                                  ================   ================

</TABLE>

                 See accompanying notes to financial statements.

                                       -1-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                    Three months ended                   Nine months ended
                                            ---------------------------------    ---------------------------------
                                              September 30,    September 30,       September 30,    September 30,
                                                  2000             1999                2000             1999
                                            ----------------  ---------------    ---------------- ----------------

Revenues

<S>                                         <C>                    <C>           <C>              <C>
     Rental income                          $     1,015,124        1,010,919     $     3,075,189  $     2,993,822
     Interest income                                  6,995            3,283              19,378           11,014
                                            ----------------  ---------------    ---------------- ----------------

                                                  1,022,119        1,014,202           3,094,567        3,004,836
                                            ----------------  ---------------    ---------------- ----------------

Expenses

     Compensation and benefits                      113,029          109,876             334,622          324,119
     Utilities                                       75,103           73,835             233,334          219,305
     Property taxes                                  91,326           92,589             273,978          277,767
     Maintenance and repairs                        137,607           89,007             315,638          272,317
     Property management fee                         45,704           45,963             138,273          135,154
     Advertising                                     12,322           12,027              33,295           35,869
     Insurance                                        8,625            8,153              25,875           26,154
     Other                                           13,668           11,527              38,794           36,745
     Administrative  and professional fees           23,358           13,417              65,035           47,390
     Interest expense                               266,303          270,798             802,357          815,113
     Depreciation of property and
       equipment                                    257,787          257,787             773,361          773,361
     Amortization of loan fees                        5,166            4,098              15,498           12,294
                                            ----------------  ---------------    ---------------- ----------------

                                                  1,049,998          989,077           3,050,060        2,975,588
                                            ----------------  ---------------    ---------------- ----------------

Net income (loss)                           $       (27,879)          25,125     $        44,507  $        29,248
                                            ================  ===============    ================ ================


Net income(loss) per unit of assignee
    limited partnership interest - basic    $         (0.05)            0.05     $          0.09  $          0.06
                                            ================  ===============    ================ ================

</TABLE>

                 See accompanying notes to financial statements.

                                       -2-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                    Statements  of  Partners'  Capital  (Deficit)  For the  nine
              months ended September 30, 2000 and 1999

                                   (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, 1999         $    (214,960)  $     231,934         (84,901) $         100   $     (67,827)

Net income                                     891          43,613               3              -          44,507

Distributions to partners                  (11,481)       (562,500)            (45)             -        (574,026)
                                     --------------  --------------  -------------- --------------  --------------

Balance at September 30, 2000        $    (225,550)  $    (286,953)        (84,943) $         100   $    (597,346)
                                     ==============  ==============  ============== ==============  ==============





Balance at December 31, 1998         $    (202,910)  $     822,367         (84,854) $         100   $     534,703

Net income                                     585          28,663               -              -          29,248

Distributions to partners                  (11,481)       (562,500)            (45)             -        (574,026)
                                     --------------  --------------  -------------- --------------  --------------

Balance at September 30, 1999        $    (213,806)  $     288,530         (84,899) $         100   $     (10,075)
                                     ==============  ==============  ============== ==============  ==============


</TABLE>

                 See accompanying notes to financial statements.

                                       -3-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            Statements of Cash Flows
                     For the nine months ended September 30,
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         2000                 1999
                                                                   ----------------     ----------------

Cash flows from operating activities
<S>                                                                <C>                  <C>
    Net income                                                     $        44,507      $        29,248
    Adjustments to reconcile net income
     to net cash provided by operating activities
       Depreciation of property and equipment                              773,361              773,361
       Amortization of loan fees                                            15,498               12,294
       Changes in assets and liabilities
         Decrease in accounts receivable                                   143,069                2,883
         Decrease in prepaid expenses                                        5,626                6,920
         Decrease in escrow for real estate taxes                           94,522               16,763
         Decrease in accounts payable and accrued expenses                (111,956)             (49,292)
         Increase in due to affiliates                                         231                3,060
         (Decrease) increase in tenant security deposits                   (12,761)               4,722
                                                                   ----------------     ----------------

Net cash provided by operating activities                                  952,097              799,959
                                                                   ----------------     ----------------

Cash flows from investing activities-
    additions to investment in real estate                                 (88,731)            (144,077)
                                                                   ----------------     ----------------

Cash flows from financing activities
    Distributions to partners                                             (574,026)            (574,026)
    Mortgage loan principal reduction                                     (179,067)            (166,310)
                                                                   ----------------     ----------------

Net cash used in financing activities                                     (753,093)            (740,336)
                                                                   ----------------     ----------------

Net increase (decrease) in cash and cash equivalents                       110,273              (84,454)
Cash and cash equivalents
    Beginning of period                                                    541,297              668,208
                                                                   ----------------     ----------------

    End of period                                                  $       651,570      $       583,754
                                                                   ================     ================

</TABLE>

                 See accompanying notes to financial statements.

                                       -4-


<PAGE>



                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Notes to Financial Statements
                           September 30, 2000 and 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 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 1999 Annual Report.

NOTE 2 - INVESTMENT IN REAL ESTATE

Investment in real estate is stated at cost,  net of  accumulated  depreciation,
and is summarized as follows:

<TABLE>
<CAPTION>

                                              September 30, 2000       December 31, 1999

<S>                                              <C>                      <C>
         Land                                    $  1,257,000             $  1,257,000
         Buildings                                 21,416,568               21,416,568
         Furniture, fixtures
            and equipment                           2,535,844                2,447,113
                                                    ---------                ---------
                                                   25,209,412               25,120,681
         Less accumulated depreciation             12,296,983               11,523,622
                                                   ----------               ----------
         Total                                    $12,912,429              $13,597,059
                                                  ===========              ===========
</TABLE>

NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  consist  solely of cash and money  market  accounts,
stated at cost,  which  approximates  market  value at  September  30,  2000 and
December 31, 1999.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative  General Partner earned $7,892 and $8,504 during the quarters
ended  September 30, 2000 and 1999,  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  $45,704  and
$45,963 during the three months ended September 30, 2000 and 1999, respectively,
and $138,273 and $135,154  during the nine months ended  September  30, 2000 and
1999, respectively.

NOTE 5 - MORTGAGE LOANS PAYABLE

The mortgage loans on the  Properties  bear interest at 7.7% and are due June 1,
2002.  Monthly  payments  are based on a 25-year  amortization  schedule  with a
balloon payment due at maturity.

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 three and nine months ended September 30, 2000 and 1999.

                                      -5-


<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 in 2000.

         On November 13, 2000, the Partnership will make a cash  distribution to
its partners  totaling  $191,342,  representing  an  annualized  return of 6% on
invested capital.  This  distribution is generated  primarily from third quarter
operations of the three apartment  properties,  along with Partnership reserves.
Based on the operating results through the third quarter, and the budget for the
remainder of the year, operating cash flow during 2000 is expected to fully fund
a distribution rate of 6%.

         The  Partnership  does not  anticipate  an outlay  for any  significant
capital  improvements or repair costs that might adversely  impact its liquidity
in 2000.

Results of Operations

         Third quarter 2000  revenues  increased by $7,917 (1%) when compared to
revenues  during the third  quarter of 1999.  Through the third quarter of 2000,
revenues  increased by $89,731 (3%) when compared to those revenues  through the
third quarter of 1999. The increase in revenues through the third quarter of the
year is a result  of higher  rental  rates  achieved  at the  properties  as the
aggregate occupancy level of the portfolio was unchanged at approximately 94%.

         Third  quarter   operating   expenses,   excluding   interest  charges,
depreciation  and  amortization  costs,  increased  $64,348 (14%) versus similar
expenses  incurred  during  the third  quarter of 1999.  Through  the first nine
months of the year,  similar expenses have increased  $84,024 (6%), versus 1999.
These  increases are due primarly to exterior  painting of the properties in the
third quarter of 2000.

         Through the first nine months of the year,  the aggregate net operating
income of the three  properties  (defined as revenues  less  operating  expenses
excluding interest charges, depreciation and amortization costs) was essentially
flat when  compared to the first nine months of 1999.  The  increase in revenues
through  September  2000,  was largely  offset by increased  operating  expenses
(mainly related to the exterior painting).

         Occupancy levels at Woodhills, in Dayton, Ohio, averaged 92% during the
third quarter of 2000.  Revenues  through the first nine months of the year were
$45,450  (5%)  higher  than those in 1999 due to lower  rental  concessions  and
modest rental rate increases.  The Dayton  apartment  rental market has improved
and rental rates have increased as a result.  Market rental rates have increased
from $566 during the third  quarter of 1999 to $599 during the third  quarter of
2000,  representing an increase of approximately 6%. Management will continue to
implement rate increases as the market allows.

         The rental market in Cincinnati  remains strong.  The average occupancy
level at the Deerfield  property was 94% during the third  quarter of 2000.  The
average  rental rate at the community  has increased  from $626 during the third
quarter of 1999 to $642 in the third quarter of 2000,  representing  an increase
of 3%. Due to occupancy and rental rate  increases,  revenues  through the first
nine months of 2000 increased  $36,853 when compared to the first nine months of
1999. The Cincinnati  market  continues to be strong and rents will be increased
as the market allows.

         At  Oakbrook,  in Columbus,  Ohio,  occupancy  levels  decreased to 90%
during the third  quarter,  down from 95%  during  the  second  quarter of 2000.
Management has been  successful in improving the occupancy trend recently and we
expect the property's  fourth quarter  occupancy level to rise to 93%. While the
rental market in Columbus  remains  competitive,  the average  rental rates have
increased  from $581  during the third  quarter of 1999 to $599 during the third
quarter of 2000, representing an increase of 3%. Revenues through the first nine
months of 2000  decreased  $936  when  compared  to 1999 due to lower  occupancy
levels.  Management's  focus  during the  fourth  quarter  will be on  improving
occupancy levels while maintaining current rental rates.

                                      -6-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


                          PART I. FINANCIAL INFORMATION


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

            Inapplicable

                           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:   Financial Data Schedule.

                  b)  Reports on Form 8-K:  None.


                                      -7-


<PAGE>




<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:  11/10/00                            By:   /s/  John M. Prugh
                                                  John M. Prugh
                                                  President and Director
                                                  Brown-Benchmark AGP, Inc.
                                                  Administrative General Partner



DATE:  11/10/00                            By:   /s/   Timothy M. Gisriel
                                                  Timothy M. Gisriel
                                                  Treasurer
                                                  Brown-Benchmark AGP, Inc.
                                                  Administrative General Partner



                                       -8-