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, 1999

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

For the transition period from                     to


For Quarter Ended    March 31, 1999     Commission file number   000-16698

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


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



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

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

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

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

                    Yes     X                             No



<PAGE>



                                              INDEX



                                                                       Page No.

Part I.  Financial Information

  Item 1.      Financial Statements

               Balance Sheets                                              1
               Statements of Operations                                    2
               Statements of Partners' Capital                             3
               Statements of Cash Flows                                    4
               Notes to Financial Statements                              5-6


  Item 2.      Management's Discussion and Analysis of
                      Financial Condition and Results of Operations       7-8

  Item 3.      Quantitative and Qualitative Disclosures
                      About Market Risk                                    9



Part II.       Other Information

  Item 1. through Item 6.                                                  9

  Signatures                                                               10

<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
                                                                March   31,  December 31,
                                                                   1999          1998

 Assets
<S>                                                            <C>          <C>
 Investment in real estate                                     $14,145,990  $ 14,367,392
 Cash and cash equivalents                                         630,022       668,208
 Other assets
  Accounts receivable, net                                          93,587        88,339
  Prepaid expenses                                                  14,809        15,748
  Escrow for real estate taxes                                     306,580       258,691
  Loan fees, less accumulated amortization
    of $35,107 and $31,009, respectively                            68,255        72,353
    Total other assets                                             483,231       435,131

    Total assets                                               $15,259,243  $ 15,470,731


 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $   617,656  $    614,607
  Tenant security deposits                                         139,663       138,299
  Due to affiliates                                                  9,208         5,444
  Mortgage loans payable                                        14,123,110    14,177,678
    Total liabilities                                           14,889,637    14,936,028


  Partners' Capital
   General Partners                                               (206,212)     (202,910)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                                660,585       822,367
   Limited Partnership Interests -
    $25 stated value per unit,
    40 units outstanding                                           (84,867)      (84,854)
   Subordinated Limited Partners                                       100           100
    Total partners' capital                                        369,606       534,703

    Total liabilities and partners' capital                    $15,259,243  $ 15,470,731
</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>

                                                                1999       1998

Revenues
<S>                                                          <C>        <C>
  Rental income                                              $984,111   $953,449
  Interest income                                               3,950      7,389

                                                              988,061    960,838

Expenses
  Compensation and benefits                                    94,719     93,375
  Utilities                                                    78,503     77,671
  Property taxes                                               92,589     92,361
  Maintenance and repairs                                      68,918     44,750
  Property management fee                                      44,040     42,936
  Advertising                                                  11,917      8,342
  Insurance                                                     9,002      8,205
  Other                                                        10,338     10,986
  Administrative & professional fees                           17,333     18,687
  Interest expense                                            272,572    276,603
  Depreciation of property and equipment                      257,787    257,787
  Amortization of loan fees                                     4,098      4,098

                                                              961,816    935,801

Net income                                                   $ 26,245   $ 25,037


Net income per unit of assignee limited
 partnership interest - basic                                $   0.05   $   0.05

</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, 1999 and 1998
                       (Unaudited)
<TABLE>
<CAPTION>

                                                                       Assignor Limited Partner
                                                                       Assignment
                                                                       of Limited     Limited    Subordinated
                                                            General    Partnership  Partnership    Limited
                                                            Partners    Interest     Interest      Partners      Total



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

Net income                                                       525       25,718            2             -      26,245

Distributions to partners                                     (3,827)    (187,500)         (15)            -    (191,342)

Balance at March  31, 1999                                $ (206,212) $   660,585  $   (84,867) $        100  $  369,606





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
</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>

                                                                  1999          1998

Cash flows from operating activities
<S>                                                           <C>           <C>
 Net income                                                   $   26,245    $   25,037
 Adjustments to reconcile net income
  to net cash provided by operating activities
   Depreciation of property and equipment                        257,787       257,787
   Amortization of loan fees                                       4,098         4,098
   Changes in assets and liabilities
    (Increase) decrease  in accounts receivable                   (5,248)        3,414
    Decrease in prepaid expenses                                     939        10,674
    (Increase)decrease in escrow for real estate taxes           (47,889)       94,390
    Increase (decrease) in accounts payable and accrued expense    3,049      (102,011)
    Increase(decrease) in due to affiliates                        3,764           (28)
    Increase in tenant security deposits                           1,364         3,107

Net cash provided by operating activities                        244,109       296,468

Cash flows from investing activities-
 additions to investment in real estate                          (36,385)      (39,325)

Cash flows from financing activities
 Distributions to partners                                      (191,342)     (191,327)
 Mortgage loan principal reduction                               (54,568)      (50,538)

Net cash used in financing activities                           (245,910)     (241,865)

Net (decrease)increase in cash and cash equivalents              (38,186)       15,278
Cash and cash equivalents
 Beginning of period                                             668,208       910,435

 End of period                                                $  630,022    $  925,713
</TABLE>


                 See accompanying notes to financial statements

                                      -4-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                                 March 31, 1999




NOTE 1 - THE FUND AND BASIS OF PREPARATION

The accompanying  financial  statements of  Brown-Benchmark  Properties  Limited
Partnership (the  "Partnership")  do not include all of the information and note
disclosures  normally  included in financial  statements  prepared in accordance
with  generally   accepted   accounting   principles.   The  unaudited   interim
consolidated  financial  statements  reflect all  adjustments  which are, in the
opinion of  management,  necessary  to a fair  statement  of the results for the
interim  periods  presented.  All such  adjustments  are of a  normal  recurring
nature.   The  unaudited  interim  financial   information  should  be  read  in
conjunction with the financial statements contained in the 1998 Annual Report.


NOTE 2 - INVESTMENT IN REAL ESTATE

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

                                               March 31, 1999        December 31, 1998

<S>                                              <C>                      <C>
         Land                                    $  1,257,000             $  1,257,000
         Buildings                                 21,413,355               21,413,355
         Furniture, fixtures
            and equipment                           2,322,420                2,286,036
                                                   24,992,775               24,956,391
         Less: accumulated depreciation            10,846,785               10,588,999
         Total                                    $14,145,990              $14,367,392

</TABLE>

NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  consist  solely of cash and money  market  accounts,
stated at cost,  which  approximate  market value at March 31, 1999 and December
31, 1998.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner earned $9,208 and $10,864 during the quarters
ended  March  31,  1999  and  1998,  respectively,  for  reimbursement  of costs
associated with  administering  the Partnership,  including  clerical  services,
investor  communication  services,  and reports and filings  made to  regulatory
authorities.

Benchmark Properties, Inc., an affiliate of the Development General Partner, the
managing  agent for the  properties,  earned a  management  fee of  $44,040  and
$42,936 during the quarters ended March 31, 1999 and 1998, respectively.


NOTE 5 - MORTGAGE LOANS PAYABLE

The mortgage  loan terms provide for a term of five years at an interest rate of
7.70%.  Monthly  payments are based on a 25- year  amortization  schedule with a
balloon payment due at loan maturity in June 2002.

The  Partnership  incurred  financing fees totaling  $103,362.  These costs were
capitalized as financing fees and are being amortized over the five year term of
the loans.


                                       -5-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements
                                 March 31, 1999



NOTE 6 - NET LOSS PER UNIT OF ASSIGNED LIMITED PARTNERSHIP INTEREST

Net loss per Unit of assigned limited  partnership  interest is disclosed on the
Statement of Operations  and is based upon average units  outstanding of 500,000
during the quarters ended March 31, 1999 and 1998.


                                       -6-

<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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



Liquidity and Capital Resources

The  Partnership's  liquidity  is largely  dependent  on its ability to maintain
reasonably  high  occupancy  levels,   achieve  rental  rate  increases  as  the
respective  markets allow and to control  operating  expenses.  The  Partnership
currently has sufficient  liquid assets from its rental  revenues to satisfy its
anticipated operating expenditures and debt service obligations.

On May 13,  1999,  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  1999 is  expected  to fully  fund a
distribution rate of 6% through 1999.

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

Results of Operations

Through the first quarter of 1999,  rental revenues  increased by $30,662 (3.2%)
when  compared  to  revenues  received  during the first  quarter of 1998.  This
increase  was due to higher  revenues  received at the  Oakbrook  and  Deerfield
properties. The gross rent potential for the three communities increased $28,138
(2.7%),  from  $1,031,712 to  $1,059,850.  In addition,  the  aggregate  average
occupancy  level for the first  quarter  of 1999  increased  from 92% during the
first quarter of 1998 to 94% during the first quarter of 1999. Management's goal
is to  increase  and  stabilize  occupancy  levels  at 95% at each of the  three
properties.

First quarter operating expenses  excluding  interest charges,  depreciation and
amortization  costs,  increased  $30,046 (7.6%) versus similar expenses incurred
during the first  quarter of 1998.  Of this  increased  expense,  80% was due to
higher  maintenance  and  repair  costs  while  12% was  the  result  of  higher
advertising  expenses.  Partially  offsetting  these  overages  were  savings in
administrative  expenses,  which were  $10,219  (13%) under budget for the first
quarter of the year.

Occupancy levels at Woodhills,  in Dayton,  Ohio,  averaged 91% during the first
quarter of 1999,  unchanged  when  compared to the first  quarter of 1998.  As a
result,  rental revenues received during the first quarter of the year were flat
when compared to the first  quarter of 1998.  Since the end of the first quarter
however,  occupancy levels have steadily increased and currently the property is
95%  occupied.  While rental rates at Woodhills  have  increased  2.3% since the
first  quarter  of 1998,  no  significant  rate  increases  are  expected  until
occupancy  levels are sustained at 95% or higher.  Capital  improvements  to the
property  during  the first  quarter  consisted  primarily  of carpet  and vinyl
replacements  and new  appliances.  Improvements  planned for the second quarter
include  new  fencing,  curb  repairs,  new pool  furniture  and  appliance  and
compressor replacements.

At Deerfield, in Cincinnati,  Ohio, the average occupancy level during the first
quarter  was 94%,  the same as the first  quarter of 1998.  However,  because of
higher rental rates, first quarter revenues at Deerfield increased $9,220 (2.4%)
when compared to revenues  earned during the first quarter of 1998.  The average
rental  rate in March was $620 per unit per month,  representing  an increase of
$20 or 3.3%  from the  average  rate in March of  1998.  Occupancy  levels  have
declined slightly to 92% since the end of the first quarter. The primary reasons
listed by  residents  for moving is to buy a home or due to a job  transfer.  In
order to  offset  this  increased  turnover,  management  has  begun to market a
limited  number of short  term  rentals  (3 to 6 month  leases),  where  monthly
premiums  of $25 to $75 will be charged to  individuals  who are new to the area
and may need an apartments  for a limited amount of time.  Capital  improvements
during  the first  quarter  included  carpet  and vinyl  replacement,  clubhouse
upgrades and new signage.


                                       -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 97% during the first
quarter of 1999  representing  an  increase of 6% from the first  quarter,  1998
average of 91%. In addition,  the average  rental rate  increased 2.4% from $574
per unit per month in March 1998 to $588 per unit per month in March  1999.  Due
to increased  occupancy  levels and higher  rental rates,  revenues  received at
Oakbrook during the first quarter of 1999 increased $21,417 (7.4%) when compared
to the first quarter of 1998. Occupancy levels have remained stable at 97% since
the end of the first  quarter.  Operating  expenses  were under budget by $5,852
(4.4%) and no  significant  variances  are  expected  in the  upcoming  quarter.
Capital  improvements  during  the  first  quarter  included  carpet  and  vinyl
replacements,  clubhouse  upgrades  and  appliance  replacements.   Improvements
planned for the second quarter include new fencing, landscaping, new signage and
pool furniture.  Management  expects the positive trends experienced at Oakbrook
to continue throughout the year.

Management is committed to increasing and  stabilizing  the aggregate  occupancy
level at or above 95% for the three  apartment  communities.  Strides  were made
during the first quarter at each of the properties and we remain optimistic this
goal will be reached during the year.

Year 2000

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the applicable year. Any of the  Partnership's
computer programs that have time-sensitive hardware and software may recognize a
date using (00) as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations, including
among other  things,  a temporary  inability  to process  transactions,  collect
rents, or engage in similar normal business activities.

Management has completed its assessments of its information  technology  systems
(IT) and non-IT systems to assess their Year 2000  readiness.  Critical  systems
include, but are not limited to, accounts receivable and rent collections, fixed
assets,  and security  systems.  In order for these systems to function properly
with respect to the Year 2000 and thereafter, the Partnership may need to modify
or replace portions of its software.  The partnership will utilize both internal
and external resources to modify or replace software. The total cost of the Year
2000  project is estimated  to be $5,000,  $3,000 of which has been  incurred to
date.  Management  anticipates that the aforementioned  modifications  which are
currently in process and expected to be  completed by September  30, 1999,  will
remediate any Year 2000 problems.

Various third-party  vendors have been queried on their Year 2000 readiness.  To
date,  Management  is not aware of any  significant  suppliers or vendors with a
Year 2000 issue that could materially impact the Partnership.  However,  lack of
readiness by utilities,  financial  institutions or governmental  agencies could
pose  significant  impediments to the  Partnership's  ability to carry on normal
operations.  There can be no assurances  that the systems of other  companies on
which the  Partnership's  systems rely,  will be timely  converted and would not
have an adverse effect on the Partnership's systems.

Management  believes  it has an  effective  program in place to resolve the Year
2000 issue in a timely manner.  Contingency  plans involve  system  enhancement,
manual workarounds, and adjusting staffing strategies. Nevertheless,  management
believes that it could continue its normal business  operations if compliance is
delayed. The Partnership does not believe that the Year 2000 issue will material
impact its results of operations, liquidity, or capital resources.


                                       -8-
<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP




                          PART I. FINANCIAL INFORMATION


Item 3.     Quantitative and Qualitative Disclosures About Market Risks

           There is no material impact to the Partnerships financial position.



                           PART II. OTHER INFORMATION


Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities and Use of Proceeds

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

Item 4.     Submission of Matters to a Vote of Security Holders

                  Inapplicable

Item 5.     Other Information

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   None.

                  b) Reports on Form 8-K: None.




                                       -9-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP





                                   SIGNATURES





Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                         BROWN-BENCHMARK PROPERTIES
                                                 LIMITED PARTNERSHIP



DATE:       5/13/99                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       5/13/99                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner


                                      -10-