<PAGE>

                                    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, 1996 { } 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, 1996     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


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                 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                  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>

                                                September   30,  December 31,
                                                     1996            1995

 Assets
<S>                                            <C>              <C>
   Investment in real estate                   $    16,118,310  $ 16,846,034
   Cash and cash equivalents                           463,442       342,171
   Other assets
     Accounts receivable, net                           98,724       124,435
     Prepaid expenses                                   25,131        15,178
     Escrow for real estate taxes                      154,641       236,252
     Loan fees, less accumulated amortization
        of $68,386 and $56,091, respectively            13,605        25,899

        Total other assets                             292,101       401,764

        Total assets                           $    16,873,853  $ 17,589,969




 Liabilities and Partners' Capital
 Liabilities
     Accounts payable and accrued expenses     $       494,789  $    453,476
     Due to affiliates                                   9,580         7,609
     Tenant security deposits                          145,516       137,211
     Mortgage loans payable                         14,250,148    14,387,506
        Total liabilities                           14,900,033    14,985,802


     Partners' Capital
       General Partners                               (174,128)     (161,521)
       Assignor Limited Partner
          Assignment of limited partnership
            interests - $25 stated value per
            unit, 500,000 units outstanding          2,232,589     2,850,280
          Limited partnership interests -
           $25 stated value per unit
           40 units outstanding                        (84,741)      (84,692)
       Subordinated Limited Partners                       100           100
        Total partners' capital                      1,973,820     2,604,167

        Total liabilities and partners' capital$    16,873,853  $ 17,589,969
</TABLE>



See accompanying notes to financial statements

                      -1-


<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

                                     Three months ended             Nine months ended

                                     September 30,  September 30,   September 30,   September 30,
                                         1996           1995            1996            1995


Revenues
<S>                                 <C>            <C>             <C>             <C>
    Rental income                   $     948,490  $     909,206   $   2,743,373   $   2,689,849
    Interest income                         2,781          3,236           8,222           9,271

                                          951,271        912,442       2,751,595       2,699,120

Expenses
  Compensation and benefits                75,683         78,062         246,364         244,547
  Utilities                                71,526         72,268         229,363         228,249
  Property taxes                           88,941         82,845         266,823         249,705
  Maintenance and repairs                  92,089         41,519         250,066         191,827
  Property management fee                  42,598         40,662         123,283         120,070
  Advertising                               7,923          6,697          22,397          21,418
  Insurance                                 7,974          8,538          23,922          25,614
  Other                                    10,355          8,053          30,853          23,643
  Administrative & professional fees       14,102         13,968          43,382          51,490
  Interest expense                        326,241        325,347         971,996         978,867
  Depreciation of property and
    equipment                             259,506        254,979         778,518         764,937
  Amortization of loan fees                 4,098          6,464          12,294          21,092

                                        1,001,036        939,402       2,999,261       2,921,459

Net loss                            $     (49,765) $     (26,960)  $    (247,666)  $    (222,339)




Net loss per unit of assignee
  limited partnership interest      $       (0.10) $       (0.05)  $       (0.49)  $       (0.44)


</TABLE>

See accompanying notes to financial statements

                -2-

<PAGE>
BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Consolidated Statements of Partners' Capital
For the Nine Months Ended September 30, 1996 and 1995
         (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, 1995  $ (161,521)$ 2,850,280 $   (84,692)$        100 $2,604,167

Net loss                          (4,953)   (242,693)        (19)           -   (247,666)

Distributions to partners         (7,654)   (374,998)        (30)           -   (382,681)

Balance at September  30, 1996$ (174,128)$ 2,232,589 $   (84,741)$        100 $1,973,820





Balance at December 31, 1994  $ (147,045)$ 3,559,548 $   (84,635)$        100 $3,327,968

Net loss                          (4,447)   (217,875)        (17)           -   (222,339)

Distributions to partners         (6,697)   (328,125)        (26)           -   (334,848)

Balance at September  30, 1995$ (158,189)$ 3,013,548 $   (84,678)$        100 $2,770,781


</TABLE>


See accompanying notes to financial statements

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

           Consolidated Statements of Cash Flows
          For the Six Months Ended September 30,
                        (Unaudited)

<TABLE>
<CAPTION>

                                                               1996            1995

Cash flows from operating activities
<S>                                                        <C>             <C>
   Net loss                                                $ (247,666)     $ (222,339)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
       Depreciation of property and equipment                 778,518         764,937
       Amortization of loan fees                               12,294          21,092
       Change in assets and liabilities
        Decrease  (increase) in accounts receivable            25,712         (52,641)
        (Increase) decrease  in prepaid expenses               (9,953)          9,512
        Decrease (increase) in escrow for real estate taxes    81,611         (37,099)
        Increase in accounts payable and accrued expenses      41,313         120,470
        Increase in due to affiliates                           1,971             587
        Increase in tenant security deposits                    8,305           8,587

Net cash provided by operating activities                     692,105         613,106

Cash flows used in investing activities-
   additions to investment in real estate                     (50,794)        (62,250)

Cash flows from financing activities
   Distributions to partners                                 (382,682)       (334,848)
   Mortgage loan principal reduction                         (137,358)       (125,578)

Net cash used in financing activities                        (520,040)       (460,426)

Net increase in cash and cash equivalents                     121,271          90,430
Cash and cash equivalents
   Beginning of period                                        342,171         338,316

   End of period                                           $  463,442      $  428,746



</TABLE>

      See accompanying notes to financial statements

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

                        Notes to the Financial Statements
                               September 30, 1996
                                   (Unaudited)


(1)      The Fund and Basis of Preparation

         The accompanying  consolidated  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  consolidated  financial  information
should be read in  conjunction  with the financial  statements  contained in the
1995 Annual Report.


(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, 1996      December 31, 1995

<S>                                                          <C>                      <C>
         Land                                                $ 1,257,000              $ 1,257,000
         Buildings                                            21,121,285               21,120,535
         Furniture, fixtures
            and equipment                                      2,000,401                1,950,358
                                                              24,378,686               24,327,893
         Less: accumulated depreciation                        8,260,376                7,481,859
         Total                                               $16,118,310              $16,846,034

</TABLE>

(3)      Cash and Cash Equivalents

         The Partnership  considers all highly liquid  investments with original
maturities  of  three  months  or less to be cash  equivalents.  Cash  and  cash
equivalents  consist solely of cash and money market  accounts,  stated at cost,
which approximate market value at September 30, 1996 and December 31, 1995.


(4)      Related Party Transactions

         The Administrative  General Partner earned $9,580 and $8,468 during the
quarters ended September 30, 1996 and 1995,  respectively,  for reimbursement of
costs  associated  with   administering  the  Partnership,   including  clerical
services,  investor  communication  services,  and reports  and filings  made to
regulatory authorities.

         Benchmark  Properties,  Inc., an affiliate of the  Development  General
Partner,  the managing  agent for the  properties,  earned a  management  fee of
$42,598 and  $40,662  during the  quarters  ended  September  30, 1996 and 1995,
respectively.


(5)   Mortgage Loans Payable

         Each  of  the  properties  owned  by the  Partnership  are  secured  as
collateral for the mortgage loans payable  outstanding at September 30, 1996 and
December 31, 1995.  Effective  August 1, 1992, the existing  mortgage loans were
renewed with the current  lender for a term of 5 years with an interest  rate of
9.0%.  Monthly  payments  are based on a 27-year  amortization  schedule  with a
balloon payment due at the end of the 5-year term.


                                                      -5-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                        Notes to the Financial Statements
                               September 30, 1996
                                   (Unaudited)


(6)      Net Loss per Unit of Assigned Limited Partnership Interest

         Net loss per Unit of assigned limited partnership interest is disclosed
on the Statements of Operations  and is based upon average units  outstanding of
500,000 during the three and six months ended September 30, 1996 and 1995.


                                                      -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 November 12, 1996, the Partnership  made a cash  distribution to its
partners totaling $127,560,  representing an annualized return of 4% on invested
capital.  Based upon the operating  results through September and the budget for
the remainder of the year,  operating cash flow during 1996 is expected to yield
approximately  5.2% on invested  capital.  While operations were slightly behind
budget  for the  first  half of the year due to lower  than  expected  occupancy
levels,  improved occupancy trends experienced at each property during the third
quarter are expected to be sustained throughout the remainder of the year and as
a result,  we expect operating  results will be on budget in the fourth quarter.
We  expect a 4%  distribution  rate  will be in place  throughout  1996 and will
review  Partnership  reserves with respect to distribution  levels at the end of
the year.

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


Results of Operations

         Third  quarter  revenues  generated  from the  operation  of the  three
apartment  communities  increased $38,829 (4%) versus revenues  collected during
the third quarter of 1995. Through the third quarter of 1996, revenues increased
$52,475 ( 2%) when  compared to revenues  received  through the third quarter of
1995.  Although  revenues received at the Cincinnati  property  decreased due to
higher  vacancy in the second quarter of 1996,  revenues  increased at all three
properties  in the third  quarter.  While the gross rent  potential for the nine
months ended September 30, 1996 at the three communities  increased  $125,801 or
(4.4%),  from $2,842,590 to $2,968,391,  at the same time the average  aggregate
occupancy  level of the properties  decreased from 93% through the third quarter
of 1995 to 92%  through the third  quarter of 1996.  Since the end of the second
quarter  occupancy  levels have  improved  at each  community  (all  properties'
occupancy  levels are  currently  94% or higher) and these  improved  levels are
expected to be  sustained  for the  remainder of the year.  As a result,  fourth
quarter revenues are expected to exceed the present quarter.

         Third  quarter   operating   expenses,   excluding   interest  charges,
depreciation and amortization  costs,  increased $58,579 versus similar expenses
incurred  during the third quarter of 1995.  Through the third quarter,  similar
expenses  increased  $79,890,   or  6%,  versus  1995  and  exceeded  budget  by
approximately  $41,000 due  primarily  to higher  maintenance  costs.  We expect
operating costs throughout the year to remain slightly over budget due to higher
than anticipated lease-up expenditures.

         Payments  of  principal  and  interest  on  the  permanent  loans  were
$1,104,446  through  the  third  quarter  1996 and 1995 and  included  principal
reductions of $137,358 and $125,578 respectively.

         Occupancy levels at Woodhills, in Dayton, Ohio, averaged 92% during the
third quarter of 1996, an increase  from the average of 90%  experienced  in the
first two quarters of the year.  Rental rates on selected  units have  increased
modestly during the year.  Revenues  through the third quarter of 1996 increased
$40,046,  or 5%, when compared to the same period in 1995.  Since the end of the
second  quarter,  occupancy  levels have  steadily  increased  and currently the
community is 96% occupied.  Operating  expenses are within 4% of budget.  Higher
than projected  maintenance expenses due to apartment turnover costs resulted in
the modest overage in operating costs.  Management  believes occupancy levels in
the mid-nineties will be maintained for the remainder of the year.


                                                      -7-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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

Results of Operations (continued)

         At Deerfield,  in Cincinnati,  Ohio, the average occupancy level during
the third  quarter was 93%, an increase from the average of 89%  experienced  in
the  first two  quarters  of the year.  As a result of this  favorable  trend in
occupancy,  third quarter revenues at Deerfield  increased $31,816,  or 10% when
compared to revenues during the first quarter of the year.  However, as a result
of the first quarter's low occupancy,  revenues through the first nine months of
the year are flat  compared  to the same period in 1995.  Occupancy  levels have
trended positively since June and currently the community is 94% occupied. Based
on available market  information and leasing trends,  we expect occupancy levels
will  remain at or above  94%  throughout  1996.  Due to  higher  than  budgeted
maintenance  expenses  associated  with  apartment  lease-up  costs,   operating
expenses  exceeded budget by  approximately  3% through the third quarter of the
year.

         At Oakbrook in Columbus, Ohio, occupancy levels averaged 96% during the
second and third quarter of 1996 up 4% from the first quarter average of 92%. As
a result of this favorable  trend,  revenues during the third quarter  increased
$21,874 or 8% when compared to the first quarter of the year.  Through the first
nine months,  revenues at Oakbrook  increased  $29,699,  or 4% when  compared to
revenues during the first nine months of 1995. Since July, occupancy levels have
not been below 95% and  currently  the  community is 99%  occupied.  Maintenance
costs  associated  with the  lease-up of units  resulted in  operating  expenses
exceeding the budget by approximately 4% through the third quarter of the year.

         Management  is committed to  sustaining  the recent  positive  trend in
occupancy  levels  experienced at each of the  properties,  while  maintaining a
vigilant  watch  over  its  expenses.   We  believe  rental  rates  will  remain
essentially  unchanged  throughout the remainder of the year and are striving to
achieve and maintain a 95% average aggregate  occupancy level for the portfolio.
As anticipated,  the Fund's revenues and operating  income  increased during the
third quarter and this trend is expected to continue through the fourth quarter.

                                                      -8-
<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


                           PART II. OTHER INFORMATION




Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

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

                  Inapplicable

Item 5.     Other Information

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   None.

                  b)  Reports on Form 8-K:  None.




                                                        -9-

<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



                                   SIGNATURES





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



                                         BROWN-BENCHMARK PROPERTIES
                                                          LIMITED PARTNERSHIP



DATE:      11/8/96                       By:    /s/ John M. Prugh
                                             John M. Prugh
                                             President and Director
                                             Brown-Benchmark AGP, Inc.
                                             Administrative General Partner



DATE:      11/8/96                       By:   /s/ Timothy M. Gisriel
                                             Timothy M. Gisriel
                                             Treasurer
                                             Brown-Benchmark AGP, Inc.
                                             Administrative General Partner



                                                       -10-
<PAGE>