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, 1998

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

For the transition period from                     to


For Quarter Ended    June 30, 1998     Commission file number   000-16698

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


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



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

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

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

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

                    Yes     X                             No



<PAGE>



                                              INDEX



                                                                       Page No.

Part I.  Financial Information

  Item 1.      Financial Statements

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


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


Part II.       Other Information

  Item 1. through Item 6.                                                  9

  Signatures                                                               10

<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Balance Sheets
(Unaudited)

<TABLE>
<CAPTION>

                                                                 June 30,    December 31,
                                                                   1998          1997

 Assets
<S>                                                            <C>          <C>
 Investment in real estate                                     $14,648,019  $ 15,076,301
 Cash and cash equivalents                                         957,333       910,435
 Other assets
  Accounts receivable, net                                          72,188        73,196
  Prepaid expenses                                                  17,416        29,036
  Escrow for real estate taxes                                     157,875       223,772
  Loan fees, less accumulated amortization
    of $18,532 and $10,336, respectively                            84,830        93,026
    Total other assets                                             332,309       419,030

    Total assets                                               $15,937,661  $ 16,405,766




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $   572,959  $    610,557
  Tenant security deposits                                         145,186       139,429
  Due to affiliates                                                 11,048        10,892
  Mortgage loans payable                                        14,283,727    14,385,782
    Total liabilities                                           15,012,920    15,146,660


  Partners' Capital
   General Partners                                               (195,109)     (188,422)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                              1,204,573     1,532,225
   Limited Partnership Interests -
    $25 stated value per unit,
    40 units outstanding                                           (84,823)      (84,797)
   Subordinated Limited Partners                                       100           100
    Total partners' capital                                        924,741     1,259,106

    Total liabilities and partners' capital                    $15,937,661  $ 16,405,766
</TABLE>


See accompanying notes to financial statements

 -1-
<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

                                                              Three months ended     Six months ended

                                                              June 30,   June 30,     June 30,    June 30,
                                                                1998       1997         1998        1997

Revenues
<S>                                                          <C>       <C>          <C>         <C>
  Rental income                                              $974,114  $  958,288   $1,927,563  $1,912,779
  Interest income                                               7,549       8,049       14,938      10,857

                                                              981,663     966,337    1,942,501   1,923,636

Expenses
  Compensation and benefits                                    83,211     103,048      176,586     192,089
  Utilities                                                    68,353      72,192      146,024     149,166
  Property taxes                                               92,361      88,311      184,722     176,622
  Maintenance and repairs                                      86,881      83,412      131,631     124,585
  Property management fee                                      43,866      43,157       86,802      85,962
  Advertising                                                   9,319       7,588       17,661      14,555
  Insurance                                                     8,205       8,001       16,410      16,002
  Other                                                        11,518      10,595       22,504      19,226
  Administrative & professional fees                           17,175      28,293       35,860      50,677
  Interest expense                                            275,624     310,542      552,228     625,111
  Depreciation of property and
   equipment                                                  257,787     257,787      515,574     515,574
  Amortization of loan fees                                     4,098       4,098        8,196       8,196

                                                              958,398   1,017,024    1,894,198   1,977,765

Net income (loss)                                            $ 23,265  $  (50,687)  $   48,303  $  (54,129)




Net income(loss) per unit of assignee
 limited partnership interest                                $   0.05  $    (0.10)  $     0.09  $    (0.11)
</TABLE>


         See accompanying notes to financial statements

                              -2-
<PAGE>
      BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

       Consolidated Statements of Partners' Capital
     For the Six Months Ended June 30, 1998 and 1997
                       (Unaudited)

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



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

Net income                                                       966       47,333            4             -      48,303

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

Balance at June 30, 1998                                  $ (195,109) $ 1,204,573  $   (84,823) $        100  $  924,741





Balance at December 31, 1996                              $ (175,806) $ 2,150,367  $   (84,748) $        100  $1,889,913

Net loss                                                      (1,083)     (53,042)          (4)            -     (54,129)

Distributions to partners                                     (5,102)    (249,999)         (20)            -    (255,121)

Balance at June 30, 1997                                  $ (181,991) $ 1,847,326  $   (84,772) $        100  $1,580,663


</TABLE>


      See accompanying notes to financial statements

                            -3-
<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

                                                                  1998           1997

Cash flows from operating activities
<S>                                                           <C>           <C>
 Net income (loss)                                            $   48,303    $     (54,129)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities
   Depreciation of property and equipment                        515,574          515,574
   Amortization of loan fees                                       8,196            8,196
   Changes in assets and liabilities
    Decrease  in accounts receivable                               1,008              532
    Decrease(increase) in prepaid expenses                        11,620           (9,637)
    Decrease in escrow for real estate taxes                      65,897           16,796
    (Decrease)increase in accounts payable and accrued expenses  (37,597)          95,365
    Increase(decrease) in due to affiliates                          156           (8,039)
    Increase(decrease) in tenant security deposits                 5,757           (2,321)

Net cash provided by operating activities                        618,914          562,337

Cash flows from investing activities-
 additions to investment in real estate                          (87,292)         (39,990)

Cash flows from financing activities
 Financing costs                                                      --          (23,612)
 Distributions to partners                                      (382,669)        (255,121)
 Mortgage loan principal reduction                              (102,055)     (14,218,275)
 Proceeds from issuance of mortgage loans payable                     --       14,500,000

Net cash (used in) provided by  financing activities            (484,724)           2,992

Net increase in cash and cash equivalents                         46,898          525,339
Cash and cash equivalents
 Beginning of period                                             910,435          402,707

 End of period                                                $  957,333    $     928,046
</TABLE>


See accompanying notes to financial statements

-4-
<PAGE>
                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                    Notes to Consolidated Financial Statements
                                                  March 31, 1998


NOTE 1 - THE FUND AND BASIS OF PREPARATION

The accompanying  financial  statements of  Brown-Benchmark  Properties  Limited
Partnership (the  "Partnership")  do not include all of the information and note
disclosures  normally  included in financial  statements  prepared in accordance
with  generally   accepted   accounting   principles.   The  unaudited   interim
consolidated  financial  statements  reflect all  adjustments  which are, in the
opinion of  management,  necessary  to a fair  statement  of the results for the
interim  periods  presented.  All such  adjustments  are of a  normal  recurring
nature.   The  unaudited  interim  financial   information  should  be  read  in
conjunction with the financial statements contained in the 1997 Annual Report.


NOTE 2 - INVESTMENT IN REAL ESTATE

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

                                                           June 30, 1998        December 31, 1997

<S>                                                         <C>                      <C>
         Land                                               $  1,257,000             $  1,257,000
         Buildings                                            21,352,973               21,307,273
         Furniture, fixtures
            and equipment                                      2,132,568                2,090,976
                                                              24,742,541               24,655,249
         Less: accumulated depreciation                       10,094,522                9,578,948
         Total                                               $14,648,019              $15,076,301

</TABLE>

NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  consist  solely of cash and money  market  accounts,
stated at cost, which approximate market value at June 30, 1998 and December 31,
1997.


NOTE 4 - RELATED PARTY TRANSACTIONS

The  Administrative  General  Partner  earned  $11,048  and  $14,200  during the
quarters ended June30, 1998 and 1997,  respectively,  for reimbursement of costs
associated with  administering  the Partnership,  including  clerical  services,
investor  communication  services,  and reports and filings  made to  regulatory
authorities.

Benchmark Properties, Inc., an affiliate of the Development General Partner, the
managing  agent for the  properties,  earned a  management  fee of  $43,866  and
$43,157 during the quarters ended June 30, 1998 and 1997, respectively.


NOTE 5 - MORTGAGE LOANS PAYABLE

The  Partnership  closed its  mortgage  loan  refinancing  with The Canada  Life
Assurance  Company for loans  totaling  $14,500,000  on February 28,  1997.  The
renewal  terms  became  effective on June 1, 1997 and provide for a term of five
years at an  interest  rate of 7.70%.  Monthly  payments  are based on a 25-year
amortization  schedule with a balloon payment due at the end of the 5-year term.
Prior to the effective  date of the new loan terms on June 1, 1997, the mortgage
loan terms provide for interest only at 9%.

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


                                                        -5-

<PAGE>

                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                    Notes to Consolidated Financial Statements
                                                  March 31, 1998


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

Net loss per Unit of assigned limited  partnership  interest is disclosed on the
Statement of Operations  and is based upon average units  outstanding of 500,000
during the quarter ended June 30, 1998 and 1997.



                                                        -6-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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



Liquidity and Capital Resources

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

On August 12, 1998, the  Partnership  made a cash  distribution  to its partners
totaling $191,342,  representing an annualized return of 6% on invested capital.
Based upon the operating  results  through June and the budget for the remainder
of the year,  operating  cash  flow  during  1998 is  expected  to fully  fund a
distribution rate of 6% through 1998.

Revised  estimates of planned  improvements  to the three  apartment  properties
anticipate the Partnership  will utilize  approximately  $125,000 of reserves in
1998 to enhance the curb appeal and  marketability of the properties.  The funds
will  primarily be used for roof repairs and brick  re-pointing at the Deerfield
property ($45,500),  blacktop sealant and curbing repairs on the parking lots at
the  Deerfield  and  Woodhills   properties   ($53,000)  and   refurbishing  the
clubhouse/office  at the  Deerfield  property  ($10,000).  The  parking  lot was
re-surfaced  at the  Oakbrook  property  in the  fourth  quarter of 1997 and the
clubhouse   at  the   Woodhills   property   was   refurbished   in  1997.   The
clubhouse/office at the Oakbrook property will be refurbished in 1999.

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


Results of Operations

Second  quarter  revenues  increased by $15,326 (1.6%) when compared to revenues
received  during the second  quarter  of 1997.  Through  the first half of 1998,
revenues were  essentially flat when compared to those received during the first
half  of  1997,  increasing  less  than  1%.  While  revenues  generated  at the
Cincinnati  property  are above  budget,  revenues  from the Dayton and Columbus
properties  remain  below budget due to  decreased  occupancy  levels and higher
rental  concessions.  The average  aggregate  occupancy  level of the properties
decreased from 94% during the first half of 1997 to 92% during the first half of
1998.

Second quarter operating expenses  excluding interest charges,  depreciation and
amortization  costs,  decreased  $23,708  or  approximately  5%  versus  similar
expenses  incurred during the second quarter of 1997.  Through the first half of
the year, similar expenses decreased $10,684,  or 1.3%, versus 1997. Through the
first half of the year,  operating expenses are under budget with no significant
variances.

The modest increase in revenues,  coupled with a decrease in expenses (excluding
interest charges,  depreciation and amortization  costs) resulted in an increase
in the net  operating  income of the  property  of $29,549 or  approximately  3%
through the first half of 1998 as compared to 1997.

The interest expense on the Partnership's  mortgage loans decreased $72,883,  or
12%, when  compared to 1997,  due to the  refinancing  of the loans in February,
1997.  While the loan amounts  increased,  the lower interest rate obtained will
result in annual debt service savings of approximately $164,000 when compared to
1997.

Occupancy levels at Woodhills,  in Dayton,  Ohio, averaged 88% during the second
quarter,  down from the 91% level  experienced  during the first  quarter of the
year. As a result of the decrease in  occupancy,  rental  revenues  remain below
budget. Revenues received at the property through the first half of the year are
approximately $8,000 less than those received during the first half of 1997. The
Dayton apartment rental market has become very competitive due to the completion
of the construction of approximately 1,000 new apartments. The average occupancy
in the Dayton  apartment  market  decreased from 93% in September 1997 to 90% in
June 1998. In response to the competitive rental market,



                                                        -7-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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



Results of Operations (continued)

management has implemented a program to upgrade available units to include:  new
carpet and vinyl, lighting fixtures, faucets, mirrors and fresh paint. We expect
to see improved leasing and occupancy trends during the second half of the year.
Operating  expenses remain under budget and are  approximately  $5,000 less than
similar expenses through the first half of 1997.

The rental market in Cincinnati  continues to be strong.  The average  occupancy
level at the Deerfield  property was 97% during the second quarter,  up from the
first quarter 1998 average of 94%. As a result of this strong market the average
rental rates have  increased  from $586 in the second quarter of 1997 to $606 in
the second  quarter of 1998.  Due to both rate  increases and  occupancy  gains,
rental  revenues  received  during the second  quarter  increased  $18,825  when
compared  to the first  quarter  of the year.  Through  the first  half of 1998,
revenues  received  at the  property  increased  $36,278 or 5% when  compared to
collections  during the first half of 1997.  Operating expenses are under budget
and are approximately 1% higher when compared to 1997.

At Oakbrook in Columbus,  Ohio,  occupancy  levels increased from 91% during the
first quarter of the year to 95% during the second quarter.  As a result of this
increase,  rental revenues  received during the second quarter  increased $5,752
when compared to the first quarter of the year.  Revenues  generated through the
first half of the year remain  approximately  2% below first half 1997  revenues
due to lower first quarter 1998  occupancy  levels.  The average rental rate has
increased  from $562 in the second quarter of 1997 to $574 in the second quarter
of 1998.  Management's 1998 goals for Oakbrook are to achieve a 2% rent increase
and to increase and stabilize occupancy at 95%. Operating expenses are on budget
for the first half of the year and  reflect an  increase  of less than 2.5% when
compared to similar expenses in 1997.

While  occupancy  levels at Deerfield  and  Oakbrook  have  improved  management
remains  committed to improving  occupancy  levels at Woodhills so the aggregate
occupancy  level  of the  three  properties  reaches  the  93% to 95%  range  by
year-end.

                                                        -8-
<PAGE>


                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP




                                            PART II. OTHER INFORMATION




Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities and Use of Proceeds

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

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

                  Inapplicable

Item 5.     Other Information

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   None.

                  b) Reports on Form 8-K: None.




                                                        -9-

<PAGE>


                                  BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP





                                                    SIGNATURES





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



                                         BROWN-BENCHMARK PROPERTIES
                                                 LIMITED PARTNERSHIP



DATE:       8/10/98                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       8/10/98                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner





                                                       -10-

<PAGE>