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, 2000

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

For the transition period from                     to


For Quarter Ended    March 31, 2000     Commission file number   000-16698

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


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



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

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

                                       N/A

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

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

                Yes     X                             No



<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



                                      INDEX

<TABLE>
<CAPTION>

                                                                               Page No.

Part I.  Financial Information

  Item 1.      Financial Statements

<S>                                                                               <C>
               Balance Sheets                                                     1
               Statements of Operations                                           2
               Statements of Partners' Capital (Deficit)                          3
               Statements of Cash Flows                                           4
               Notes to Financial Statements                                     5-6


  Item 2.      Management's Discussion and Analysis of

                      Financial Condition and Results of Operations               7


  Item 3.      Quantitative and Qualitative Disclosures About Market Risk         8

Part II.       Other Information

  Item 1. through Item 6.                                                         8

  Signatures                                                                      9

</TABLE>

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                   March 31,        December 31,
                                                                     2000               1999
                                                                  (Unaudited)
                                                               ----------------   ----------------
 Assets
<S>                                                            <C>                <C>
    Investment in real estate                                  $    13,364,437    $    13,597,059
    Cash and cash equivalents                                          652,539            541,297
    Other assets

     Accounts receivable, net                                          112,440            157,015
     Prepaid expenses                                                   15,503             15,416
     Escrow for real estate taxes                                      166,504            273,763
     Loan fees, less accumulated amortization
         of $56,847 and $51,681, respectively                           46,515             51,681
                                                               ----------------   ----------------
           Total other assets                                          340,962            497,875
                                                               ----------------   ----------------

           Total assets                                        $    14,357,938    $    14,636,231
                                                               ================   ================



 Liabilities and Partners' Capital (Deficit)
 Liabilities
     Accounts payable and accrued expenses                     $       498,130    $       599,642
     Tenant security deposits                                          147,709            143,657
     Due to affiliates                                                  13,551              7,661
     Mortgage loans payable                                         13,894,551         13,953,098
                                                               ----------------   ----------------
           Total liabilities                                        14,553,941         14,704,058
                                                               ----------------   ----------------


     Partners' Capital (Deficit)
       General Partners                                               (217,524)          (214,960)
       Assignor Limited Partner:
         Assignment of Limited Partnership
           Interests - $25 stated value per
           unit, 500,000 units outstanding                             106,332            231,934
         Limited Partnership Interests -
           $25 stated value per unit,
           40 units outstanding                                        (84,911)           (84,901)
         Subordinated Limited Partners                                     100                100
                                                               ----------------   ----------------
           Total partners' capital (deficit)                          (196,003)           (67,827)
                                                               ----------------   ----------------

         Total liabilities and partners' capital (deficit)     $    14,357,938    $    14,636,231
                                                               ================   ================


</TABLE>

                 See accompanying notes to financial statements.

                                       -1-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            Statements of Operations
                      For the three months ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>

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

Revenues

<S>                                                        <C>                <C>
     Rental income                                         $     1,023,282    $       984,111
     Interest income                                                 4,825              3,950
                                                           ----------------   ----------------

                                                                 1,028,107            988,061
                                                           ----------------   ----------------

Expenses

     Compensation and benefits                                     104,332             94,719
     Utilities                                                      80,014             78,503
     Property taxes                                                 91,326             92,589
     Maintenance and repairs                                        59,399             68,918
     Property management fee                                        45,889             44,040
     Advertising                                                    10,019             11,917
     Insurance                                                       8,625              9,002
     Other                                                          11,978             10,338
     Administrative and professional fees                           21,812             17,333
     Interest expense                                              268,594            272,572
     Depreciation of property and equipment                        257,787            257,787
     Amortization of loan fees                                       5,166              4,098
                                                           ----------------   ----------------

                                                                   964,941            961,816
                                                           ----------------   ----------------

Net income                                                 $        63,166    $        26,245
                                                           ================   ================




Net income per unit of assignee limited
    partnership interest - basic                           $          0.12    $          0.05
                                                             ==============     ==============



</TABLE>

                 See accompanying notes to financial statements.

                                       -2-

<PAGE>
                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                    Statements of Partners' Capital (Deficit)
               For the three months ended March 31, 2000 and 1999
                                   (Unaudited)


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

<S>                                  <C>             <C>             <C>            <C>             <C>
Balance at December 31, 1999         $    (214,960)  $     231,934   $     (84,901) $         100   $     (67,827)

Net income                                   1,263          61,898               5              -          63,166

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

Balance at March 31, 2000            $    (217,524)  $     106,332   $      (84,911) $         100   $    (196,003)
                                     ==============  ==============  ============== ==============  ==============





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
                                     ==============  ==============  ============== ==============  ==============




</TABLE>
                 See accompanying notes to financial statements.

                                       -3-

<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                            Statements of Cash Flows
                      For the three months ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>

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

Cash flows from operating activities
<S>                                                                       <C>                  <C>
    Net income                                                            $        63,166      $        26,245
    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                                                    5,166                4,098
       Changes in assets and liabilities
         Decrease (increase)  in accounts receivable                               44,575               (5,248)
         Decrease (increase) in prepaid expenses                                      (87)                 939
         Decrease (increase) in escrow for real estate taxes                      107,259              (47,889)
         (Decrease) increase in accounts payable and accrued expenses            (101,512)               3,049
         Increase in due to affiliates                                              5,890                3,764
         Increase in tenant security deposits                                       4,052                1,364
                                                                          ----------------     ----------------

Net cash provided by operating activities                                         386,296              244,109
                                                                          ----------------     ----------------

Cash flows from investing activities-
    additions to investment in real estate                                        (25,165)             (36,385)
                                                                          ----------------     ----------------

Cash flows from financing activities
    Distributions to partners                                                    (191,342)            (191,342)
    Mortgage loan principal reduction                                             (58,547)             (54,568)
                                                                          ----------------     ----------------

Net cash used in financing activities                                            (249,889)            (245,910)
                                                                          ----------------     ----------------

Net increase (decrease) in cash and cash equivalents                              111,242              (38,186)
Cash and cash equivalents
    Beginning of period                                                           541,297              668,208
                                                                          ----------------     ----------------

    End of period                                                         $       652,539      $       630,022
                                                                          ================     ================


</TABLE>

                 See accompanying notes to financial statements.

                                       -4-


<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Notes to Financial Statements
                             March 31, 2000 and 1999


NOTE 1 - THE FUND AND BASIS OF PREPARATION

The accompanying  financial  statements of  Brown-Benchmark  Properties  Limited
Partnership (the  "Partnership")  do not include all of the information and note
disclosures  normally  included in financial  statements  prepared in accordance
with  generally   accepted   accounting   principles.   The  unaudited   interim
consolidated  financial  statements  reflect all  adjustments  which are, in the
opinion of  management,  necessary to a fair  statement  of financial  position,
operating  results and cash flows for the interim  periods  presented.  All such
adjustments are of a normal recurring  nature.  The unaudited  interim financial
information  should  be  read  in  conjunction  with  the  financial  statements
contained in the 1999 Annual Report.

NOTE 2 - INVESTMENT IN REAL ESTATE

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

<TABLE>
<CAPTION>

                                              March 31, 2000       December 31, 1999
<S>                                            <C>                      <C>
         Land                                  $  1,257,000             $  1,257,000
         Buildings                               21,416,568               21,416,568
         Furniture, fixtures
            and equipment                         2,472,278                2,447,113
                                                 25,145,846               25,120,681
         Less: accumulated depreciation          11,781,409               11,523,622
         Total                                  $13,364,437              $13,597,059

</TABLE>

NOTE 3 - CASH AND CASH EQUIVALENTS

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

NOTE 4 - RELATED PARTY TRANSACTIONS

The Administrative General Partner earned $13,551 and $9,208 during the quarters
ended  March  31,  2000  and  1999,  respectively,  for  reimbursement  of costs
associated with  administering  the Partnership,  including  clerical  services,
investor  communication  services,  and reports and filings  made to  regulatory
authorities.

Benchmark  Properties,  Inc.,  an  affiliate  of  the  Development  General
Partner,  the managing  agent for the  properties,  earned a  management  fee of
$45,889  and  $44,040  during  the  quarters  ended  March  31,  2000 and  1999,
respectively.  At  March  31,  2000,  accounts  receivable  includes  short-term
advances to an affiliate of the Development General Partner of $89,160.

NOTE 5 - MORTGAGE LOANS PAYABLE

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

                                       -5-


<PAGE>


                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

                          Notes to Financial Statements
                             March 31, 2000 and 1999



NOTE 6 - NET INCOME PER UNIT OF ASSIGNEE LIMITED PARTNERSHIP INTEREST

Net income per Unit of assignee limited partnership interest is disclosed on the
Statement of Operations  and is based upon average units  outstanding of 500,000
during the quarters ended March 31, 2000 and 1999.



                                       -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 or about May 11, 2000, the Partnership will make a cash distribution
to its partners  totaling  $191,342,  representing an annualized return of 6% on
invested  capital.  This  distribution  is  from  the  operations  of the  three
apartment  properties.  Based on the operating  results  through March,  and the
budget  for the  remainder  of the  year,  operating  cash flow  during  2000 is
expected to fully fund a distribution rate of 6%.

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

Results of Operations

         First quarter 2000 revenues increased by approximately  $40,000 or (4%)
when  compared  to  revenues  for the first  quarter of 1999.  The  increase  in
revenues is a result of an increase  in rental  income at all three  properties.
The most significant revenue increase was achieved at the Cincinnati property.

         First quarter 2000  operating  expenses,  excluding  interest  charges,
depreciation  and amortization  costs,  increased  approximately  $6,000 or (1%)
versus similar expenses for the first quarter of 1999.

         Due to the proportionately larger increase in revenues versus operating
expenses through the first quarter of 2000, the aggregate net operating  income,
increased $34,011 or 6% when compared to the first quarter of 1999.

         Occupancy levels at Woodhills,  in Dayton,  Ohio,  averaged 91% through
the first  quarter  of 2000,  unchanged  from the  first  quarter  of 1999.  The
apartment sub-market where Woodhills is located has an average occupancy of 90%.
Revenues  for the first  quarter of 2000 were $9,914  higher than in 1999 due to
slightly lower rental concessions and modest rental rate increases. Market rents
have  increased  from  $514 in the  first  quarter  of 1999 to $531 in the first
quarter of 2000. The Dayton apartment  rental market remains  competitive and no
significant rental rate increases are expected in the immediate future.

         The rental market in Cincinnati  remains strong.  The average occupancy
level at the Deerfield property was 95% through the first quarter of 2000, which
is a 1% increase when compared to the first quarter of 1999.  The average rental
rate at the community  has  increased  from $578 in the first quarter of 1999 to
$616 in the first quarter of 2000.  Due to occupancy and rental rate  increases,
revenues for the first  quarter of 2000  increased  $25,099 when compared to the
first quarter of 1999.  The Cincinnati  market  continues to be strong and rents
will be increased as the market allows.

         At Oakbrook,  in Columbus,  Ohio, occupancy levels averaged 97% through
the first quarter of 2000, unchanged from the first quarter of 1999. The average
rental  rates  increased  from $570 in the first  quarter of 1999 to $578 in the
first quarter of 2000.  Revenues for the first quarter of 2000 increased  $4,158
when compared to 1999,  due primarily to selective  rental  increases on certain
unit types.  Management's focus during the second quarter of the year will be on
increasing rents on all unit types and keeping expenses at or below budget.

         Management  achieved  positive  financial   performance  at  all  three
properties.  The 6% increase in net operating income,  along with the ability to
stay within  operating  budgets has allowed the  properties  to show some marked
gains in the first quarter of 2000 over the similar  period in 1999.  Management
is committed to sustaining these improved  financial gains,  while examining new
ways to exceed budgeted results.

                                       -7-


<PAGE>

                 BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


                          PART I. FINANCIAL INFORMATION


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

            Inapplicable


                           PART II. OTHER INFORMATION




Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities and Use of Proceeds

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

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

                  Inapplicable

Item 5.     Other Information

                  On May 8, 2000, the Partnership  received a copy of the Tender
Offer  Statement on Schedule TO, filed with the SEC on May 5, 2000,  relating to
the offer by certain entities controlled by McKenzie Patterson, Inc. to purchase
for cash up to 125,000 assignee units of limited partnership interests ("Units")
in the  Partnership  at a purchase  price of $12 per Unit.  Such tender offer is
currently  under  consideration  by  the  Partnership's  administrative  general
partners.

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:   Financial Data Schedule.

                  b)  Reports on Form 8-K:  None.




                                       -8-


<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:       5/11/00                      By:    /s/    John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner



DATE:       5/11/00                      By:    /s/     Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Brown-Benchmark AGP, Inc.
                                            Administrative General Partner


                                      -10-