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, 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    September 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>

                                                                September  30,  December 31,
                                                                     1998           1997

 Assets
<S>                                                            <C>             <C>
 Investment in real estate                                     $   14,518,315  $ 15,076,301
 Cash and cash equivalents                                            854,286       910,435
 Other assets
  Accounts receivable, net                                             83,397        73,196
  Prepaid expenses                                                      9,211        29,036
  Escrow for real estate taxes                                        163,578       223,772
  Loan fees, less accumulated amortization
    of $22,630 and $10,336, respectively                               80,732        93,026
    Total other assets                                                336,918       419,030

    Total assets                                               $   15,709,519  $ 16,405,766




 Liabilities and Partners' Capital
 Liabilities
  Accounts payable and accrued expenses                        $      638,708  $    610,557
  Tenant security deposits                                            140,050       139,429
  Due to affiliates                                                     6,972        10,892
  Mortgage loans payable                                           14,231,212    14,385,782
    Total liabilities                                              15,016,942    15,146,660


  Partners' Capital
   General Partners                                                  (199,753)     (188,422)
   Assignor Limited Partner
   Assignment of Limited Partnership
    Interests - $25 stated value per
    unit, 500,000 units outstanding                                   977,071     1,532,225
   Limited Partnership Interests -
    $25 stated value per unit,
    40 units outstanding                                              (84,841)      (84,797)
   Subordinated Limited Partners                                          100           100
    Total partners' capital                                           692,577     1,259,106

    Total liabilities and partners' capital                    $   15,709,519  $ 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             Nine months ended

                                                              September 30,  September 30,   September 30,  September 30,
                                                                  1998           1997            1998           1997


Revenues
<S>                                                          <C>            <C>             <C>            <C>
  Rental income                                              $     976,536  $     969,512   $   2,904,099  $   2,882,290
  Interest income                                                    5,271          8,158          20,209         19,015

                                                                   981,807        977,670       2,924,308      2,901,305

Expenses
  Compensation and benefits                                        122,571         95,983         299,157        288,071
  Utilities                                                         69,854         76,822         215,877        225,987
  Property taxes                                                    92,361         88,311         277,083        264,933
  Maintenance and repairs                                          107,902         79,733         239,533        204,318
  Property management fee                                           43,975         43,662         130,777        129,624
  Advertising                                                       15,995          8,606          33,656         23,161
  Insurance                                                          8,205          8,001          24,615         24,003
  Other                                                             13,691         11,102          36,196         30,328
  Administrative & professional fees                                11,562         18,831          47,423         69,508
  Interest expense                                                 274,626        278,506         826,854        903,617
  Depreciation of property and
   equipment                                                       257,787        257,787         773,361        773,361
  Amortization of loan fees                                          4,098          4,098          12,294         12,294

                                                                 1,022,627        971,442       2,916,826      2,949,205

Net income (loss)                                            $     (40,820) $       6,228   $       7,482  $     (47,900)




Net income(loss) per unit of assignee
 limited partnership interest                                $       (0.08) $        0.01   $        0.01  $       (0.09)

</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, 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                                                       150        7,332            1             -       7,482

Distributions to partners                                    (11,480)    (562,486)         (45)            -    (574,011)

Balance at September 30, 1998                             $ (199,753) $   977,071  $   (84,841) $        100  $  692,578





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

Net loss                                                        (958)     (46,938)          (4)            -     (47,900)

Distributions to partners                                     (7,654)    (374,998)         (30)            -    (382,682)

Balance at September 30, 1997                             $ (184,418) $ 1,728,431  $   (84,782) $        100  $1,459,331

</TABLE>


      See accompanying notes to financial statements

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

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

                                                                  1998           1997

Cash flows from operating activities
<S>                                                           <C>           <C>
 Net income (loss)                                            $    7,482    $     (47,900)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities
   Depreciation of property and equipment                        773,361          773,361
   Amortization of loan fees                                      12,294           12,294
   Changes in assets and liabilities
    (Increase) decrease  in accounts receivable                  (10,201)              51
    Decrease in prepaid expenses                                  19,825            2,482
    Decrease in escrow for real estate taxes                      60,194           95,024
    Increase (decrease) in accounts payable and accrued expense   28,151          (15,521)
    (Decrease) increase in due to affiliates                      (3,920)           2,501
    Increase in tenant security deposits                             621            1,483

Net cash provided by operating activities                        887,807          823,775

Cash flows from investing activities-
 additions to investment in real estate                         (215,375)         (63,344)

Cash flows from financing activities
 Financing costs                                                       -          (23,612)
 Distributions to partners                                      (574,011)        (382,682)
 Mortgage loan principal reduction                              (154,570)     (14,266,911)
 Proceeds from issuance of mortgage loans payable                      -       14,500,000

Net cash used in financing activities                           (728,581)        (173,205)

Net increase in cash and cash equivalents                        (56,149)         587,226
Cash and cash equivalents
 Beginning of period                                             910,435          402,707

 End of period                                                $  854,286    $     989,933


</TABLE>



See accompanying notes to financial statements

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

                                    Notes to Consolidated Financial Statements
                                                September 30, 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>

                                                        September 30, 1998      December 31, 1997

<S>                                                         <C>                      <C>
         Land                                               $  1,257,000             $  1,257,000
         Buildings                                            21,410,475               21,307,273
         Furniture, fixtures
            and equipment                                      2,203,149                2,090,976
                                                              24,870,624               24,655,249
         Less: accumulated depreciation                       10,352,309                9,578,948
         Total                                               $14,518,315              $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  September  30,  1998 and
December 31, 1997.


NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner earned $7,348 and $10,540 during the quarters
ended  September 30, 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  $43,975  and
$43,662 during the quarters ended September 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
                                                September 30, 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 quarters ended September 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 November 10, 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  September  and the  budget for the
remainder of the year, operating cash flow during 1998 is expected to fully fund
a distribution rate of 6%.

During 1998 the  Partnership  will utilize the  remaining  balance of the excess
proceeds  ($151,000)  generated from  refinancing  its mortgage loans in 1998 to
fund planned  improvements  to the three  apartment  properties.  The funds will
primarily  be used for roof  repairs  and  brick  re-pointing  at the  Deerfield
property,  blacktop  sealant  and  curbing  repairs on the  parking  lots at the
Deerfield and Woodhills  properties and refurbishing the clubhouse/office at the
Deerfield property.

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

Third quarter revenues and revenues received for the nine months ended September
30, 1998, were  essentially flat when compared to those received during the same
periods  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.  While the gross rent  potential for the three  communities
increased $91,348 (or 3%) through the third quarter of 1998 when compared to the
same period in 1997, the average  aggregate  occupancy  level decreased from 94%
through  the first nine  months of 1997 to 92%  through  the nine  months  ended
September 30, 1998.  Management has  implemented  programs to improve  occupancy
levels at the  Dayton  and  Columbus  properties  and we are  optimistic  fourth
quarter revenues will show a positive trend.

Third quarter operating expenses  excluding  interest charges,  depreciation and
amortization  costs,  increased  $55,065  (or  12.8%)  versus  similar  expenses
incurred  during the third quarter of 1997. The primary reason for this increase
was higher  compensation and benefit costs at each property as well as increased
maintenance  expenses  at the  Dayton and  Columbus  properties.  The  increased
maintenance expenses are associated with apartment interior upgrades designed to
improve  leasing  efforts and  decrease  unit  turnover.  Through the first nine
months of the year,  similar expenses  increased  $44,384 (or 3.5%) versus 1997.
Fourth quarter operating expenses are expected to decrease approximately 5% when
compared to third  quarter  results and as a result  operating  expenses for the
year are expected to be within 1% of budget.

The  marginal  increase in  revenues,  coupled  with higher  operating  expenses
(excluding interest charges,  depreciation and amortization costs) resulted in a
slight decrease (1.3%) in the net operating  income of the property  through the
first nine months of the 1998 as compared to 1997.

Interest expense on the Partnership's mortgage loans decreased $76,763 (or 8.5%)
through the nine months ended September 30, 1998 when compared to same period in
1997, due to the refinancing of the loans in 1997.

Occupancy levels at Woodhills,  in Dayton,  Ohio,  averaged 88% during the third
quarter,  unchanged  from  the  second  quarter  but  down  from  the 91%  level
experienced  during  the first  quarter  of the  year.  As a result of the lower
occupancy levels, rental revenues remain below budget.  Revenues received at the
property through the first nine months of 1998 are  approximately  $60,000 under
budget. The south Dayton apartment rental market remains competitive due to the

                                                        -7-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

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



Results of Operations (continued)

completion of the  construction of  approximately  1,000 new  apartments.  In an
effort  to  improve  the  occupancy  levels  at  the  property,  management  has
implemented  a program to upgrade  available  units to  include:  new carpet and
vinyl,  lighting fixtures,  faucets,  mirrors and fresh paint.  Occupancy levels
have improved  since the end of the third quarter and currently the community is
92% occupied. Management's goal is to achieve a 95% occupancy level by year-end.

The rental market in Cincinnati  continues to be strong.  The average  occupancy
level at the  Deerfield  property  was 97%  during  the  third  quarter.  Rental
revenues  continue to trend  positively due to both strong  occupancy levels and
increased  rental rates.  The average rental rate has increased from $590 in the
third  quarter  of 1997 to $608 in the third  quarter of 1998,  representing  an
increase of 3%.  Revenues  have  increased  during each  quarter of the year and
through September 1998, revenues are approximately $16,000 higher than budgeted.
Operating expenses remain on budget and as a result the property's net operating
income exceeds  budget for the year.  The community  center has been updated and
new signage is planned for the fourth  quarter.  There  continues to be a strong
traffic flow of  prospective  residents and management is confident the property
will sustain high occupancy levels for the foreseeable future.

At Oakbrook in Columbus,  Ohio,  occupancy levels decreased  marginally from 95%
during the second  quarter  of the year to 94%  during the third  quarter.  As a
result of the  competitive  rental market in Columbus the rental rate  increases
projected for the year have not been achieved. As a result, the property's gross
rent potential through the first nine months of the year is $7,500 under budget.
Management's plan at Oakbrook is to upgrade the apartment interiors, improve the
curb appeal of the community and reduce the resident  turnover  which will allow
for rental rate increases and improve occupancy levels to 95% by year end.

Year 2000

The General  Partners are aware of the issues  associated  with the  programming
code in many existing computer systems (the "Year 2000" issue) as the millennium
approaches.  The General Partners have conducted a review of computer systems to
identify  hardware  and  software  affected by the Year 2000  issue.  This issue
affects  computer  systems having date sensitive  programs that may not properly
recognize the Year 2000. Systems that do not properly recognize such information
could  generate  erroneous  data or cause a system to fail resulting in business
interruption.

With respect to existing computer systems, the General Partners are upgrading in
order to meet the demands of the business.  In the process, the General Partners
are taking steps to identify,  correct  and/or  reprogram  and test its existing
systems for Year 2000 compliance. It is anticipated that all new system upgrades
or reprogramming  efforts will be completed by late calendar year 1998, allowing
adequate  time for testing.  The General  Partners  presently  believe that with
modification to existing software the Year 2000 issue can be mitigated. However,
given the  complexity of the Year 2000 issues,  there can be no assurances  that
the  General  Partners  will be able to address the  problem  without  costs and
uncertainties  that might affect future financial  results of the Partnership or
cause reported  financial  information of the  Partnership not to be necessarily
indicative of future operating results or future financial condition.

The General  Partners have incurred,  and expect to incur  additional,  internal
costs as well as other  expenses to address  the  necessary  software  upgrades,
training,  data conversion,  testing and implementation related to the Year 2000
issue.  Such costs are being expensed as incurred.  The General  Partners do not
expect the amounts  required  to be  expensed  to have a material  effect on the
Partnership's  financial position or results of operations.  The Year 2000 issue
is expected to affect the systems of various entities with which the Partnership
and the General Partners interact including payors, suppliers and vendors. There
can be no assurance that data produced by systems of other entities on which the
General  Partners'  systems  rely will be  converted on a timely basis or that a
failure by another  entity's  systems to be Year 2000  compliant will not have a
material adverse effect on the Partnership.
                                      -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:       11/12/98                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       11/12/98                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner





                                                       -10-