SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended September 30, 1996     Commission File Number 0-13493



                    TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
        (Exact name of small business issuer as specified in its charter)



        Massachusetts                            04-2833662
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


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>





PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS



STATEMENT OF OPERATIONS

<TABLE>
For the Three and Nine Months Ended                               Three Months Ended              Nine Months Ended
September  30, 1996 and 1995                                        September 30,                    September 30,
                                                               -----------------------          ------------------
(Unaudited)  (Note 1)                                         1996                1995           1996               1995
------------------------------------------------------------------------------------------------------------------------


REVENUES:
<S>                                                <C>               <C>                 <C>               <C>       
      Interest income                              $           934   $        -          $         1,792   $        -

Expenses:
      Interest                                            1,872,329           1,705,260        5,487,305          5,000,693
      Related party interest                                -                    38,221           17,588            114,663
      Amortization                                          101,157            101,157           303,472            303,472
      Related party management fee                          75,000               75,000          225,000            225,000
      General and administrative                             31,568                  55           45,579             14,432
                                                    -----------------------------------------------------------------------
                                                         2,080,054           1,919,693         6,078,944          5,658,260
                                                     ----------------------------------------------------------------------

Loss from Operations                                      (2,079,120)       (1,919,693)        (6,077,152)        (5,658,260)

Equity in Losses from Operating
  Partnerships                                          (1,780,889)        (1,644,108)         (3,960,427)        (3,009,731)
                                                     -----------------------------------------------------------------------

Net Loss                                               $(3,860,009)        $(3,563,801)     $(10,037,579)        $(8,667,991)
                                                     =======================================================================

Net Loss Allocated to General Partners               $     (38,600)     $     (35,638)    $     (100,376)     $      (86,680)
                                                     ===============================================================================

Net Loss Allocated to Limited Partners                 $(3,821,409)       $(3,528,163)      $ (9,937,203)       $ (8,581,311)
                                                     =============================================================================

Net Loss per Unit of Limited  Partnership
  Interest                                           $       (6,369)   $        (5,880)    $      (16,562)   $       (14,302)
                                                     =======================================================================
</TABLE>






   The accompanying notes are an integral part of these financial statements.



<PAGE>



BALANCE SHEETS



<TABLE>
September 30, 1996 and December 31, 1995                                     September 30,            December 31,
                                                                                 1996                     1995
 (Note 1)                                                                     (Unaudited)               (Audited)



ASSETS:
<S>                                                                         <C>                         <C>        
Investments in Operating Partnerships                                       $  2,264,370                $ 8,691,341
Deferred financing fee, net of accumulated
   amortization of $40,276 and $37,778 respectively                                9,724                     12,222
Cash and cash equivalents                                                         61,695                         40
                                                                         ------------------------------------------

      TOTAL ASSETS                                                         $  2,335,789                 $ 8,703,603
                                                                           ========================================


LIABILITIES:
Purchase Money Note, net of unamortized discount                           $ 50,472,863               $ 46,149,350
Notes and fees payable                                                        9,873,978                  9,873,978
Accrued interest on operating deficit notes                                  17,284,933                 16,121,141
Accrued expenses                                                                      -                     24,084
Due to affiliates                                                             3,225,000                  5,018,456
                                                                         -----------------------------------------
                                                                             80,856,774                 77,187,009
                                                                          ----------------------------------------

PARTNERS' CAPITAL (DEFICIT):
Limited partners - Units of Limited
   Partnership Interest, $96,250 stated
   value per unit; authorized, issued
   and outstanding - 600 Units                                              (77,209,494)               (67,272,291)
General partners                                                             (1,311,491)                (1,211,115)
                                                                         -----------------------------------------
                                                                            (78,520,985)               (68,483,406)
                                                                          ----------------------------------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                 $     2,335,789             $    8.703,603
                                                                        ==========================================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


STATEMENT OF CASH FLOWS



<TABLE>
For the Nine Months Ended
September 30, 1996 and 1995 (Unaudited) (Note 1)                                         1996                  1995



Cash flows from operating activities:
<S>                                                                                 <C>                    <C>         
      Net loss                                                                      $(10,037,579)          $(8,667,991)
      Adjustments to reconcile net loss to net cash used
      in operating activities:
         Amortization                                                                    303,472                 303,472
         Equity in loss of Operating Partnerships                                      3,960,427               3,009,731
         Changes in assets and liabilities:
         Interest added to loan principal on Purchase Money Note                       4,323,513               3,836,900
         Increase in accrued interest on operating deficit notes                       1,163,792               1,163,792
         Decrease in accrued expenses                                                    (24,084)               -
         (Decrease) increase in due to affiliates                                     (1,793,456)                353,776
                                                                                     -----------------------------------

         Net cash used in operating activities                                        (2,103,915)                  (320)
                                                                                     -----------------------------------

      Cash flows from investing activities:
         Cash distribution from Operating Partnerships                                  2,165,570               -
                                                                                     ----------------------------

         Net cash provided by investing activities                                      2,165,570               -
                                                                                     ----------------------------

      Net increase (decrease) in cash and cash equivalents                                 61,655                  (320)

      Cash and cash equivalents, beginning of period                                           40                   360
                                                                                 --------------------------------------

      Cash and cash equivalents, end of period                                       $     61,695            $       40
                                                                                     ==================================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>




STATEMENTS OF CHANGES IN PARTNERS' DEFICIT


<TABLE>

                                                 UNITS OF              INVESTOR
For the Nine Months Ended                         LIMITED               LIMITED               GENERAL
September 30, 1996 and 1995                     PARTNERSHIP            PARTNERS'             PARTNERS'             TOTAL
(Unaudited) (Note 1)                             INTEREST               CAPITAL               CAPITAL             CAPITAL



<S>                                                   <C>            <C>                   <C>                   <C>          
Balance, December 31, 1995                            600            $(67,272,291)         $ (1,211,115)         $(68,483,406)
Net loss                                                               (9,937,203)             (100,376)          (10,037,579)
                                   ------------------------------------------------------------------------------------------
Balance September 30, 1996                             600           $(77,209,494)         $( 1,311,491)         $(78,520,985)
                                       ======================================================================================


Balance, December 31, 1994                             600           $(55,865,456)        $  (1,095,894)         $(56,961,350)
Net loss                                                               (8,581,311)              (86,680)           (8,667,991)
                                   ------------------------------------------------------------------------------------------
Balance September 30, 1995                             600           $(64,446,767)        $  (1,182,574)         $(65,629,341)
                                       ======================================================================================
</TABLE>



   The accompanying notes are an integral part of these financial statements.

NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)


1.         ACCOUNTING AND FINANCIAL REPORTING POLICIES

       The condensed financial  statements included herein have been prepared by
      the  Registrant,  without audit,  pursuant to the rules and regulations of
      the Securities and Exchange  Commission.  The Registrant's  accounting and
      financial  reporting  policies are in conformity  with generally  accepted
      accounting   principles  and  include   adjustments  in  interim   periods
      considered necessary for a fair presentation of the results of operations.
      Certain  information  and  footnote   disclosures   normally  included  in
      financial  statements  prepared  in  accordance  with  generally  accepted
      accounting  principles  have been  condensed  or omitted  pursuant to such
      rules and  regulations.  It is suggested  that these  condensed  financial
      statements be read in  conjunction  with the financial  statements and the
      notes thereto  included in the  Registrant's  latest annual report on Form
      10-K.

       The accompanying financial statements reflect the Registrant's results of
      operations for an interim period and are not necessarily indicative of the
      results of operations for the year ending December 31, 1996.

2.         TAX LOSS

       The  Partnership's  taxable loss for 1996 is expected to differ from that
      for financial  reporting purposes primarily due to accounting  differences
      in the recognition of depreciation and certain capitalized costs.

3.         RELATED PARTY TRANSACTIONS

       Certain fees,  loans and interest due to affiliates  were repaid from the
      $2,165,570 cash  distribution  from Square 254. These included payments to
      First Winthrop  Corporation of $129,166 as a repayment of its non-interest
      bearing  advances  to  the  Registrant  for  administrative  expenses  and
      $400,000 for outstanding  management fees; and to Two Winthrop  Properties
      Inc.,  $822,284 of accrued  interest as of December 31,  1995,  $17,588 of
      accrued  interest for the period  January 1 -April 8, 1996, and a $667,000
      repayment of principal on its $667,000 note.


ITEM 2. -         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Item should be read in conjunction with the financial  statements and other
items contained elsewhere in the report.

Liquidity and Capital Resources

The  Partnership's  only  assets  consist  of  its  66.67%  general  partnership
interests in Square 254 Limited  Partnership  ("Square  254") and National Place
Land Limited Partnership ("National Place"). Square 254 and National Place own a
multiple-use complex located in Washington D.C.
known as National Place, and the underlying land, respectively.

The Partnership's primary source of revenue is distributions from Square 254 and
National Place  (collectively,  the "Operating  Partnerships").  The Partnership
requires cash to pay management fees and general and administrative expenses and
may require cash to satisfy its  obligations  to fund any operating  deficits of
the Operating Partnerships.

The Partnership  received no cash distributions from the Operating  Partnerships
through 1995.  During the nine months ended  September 30, 1996, the Partnership
received two distributions in the aggregate of $2,165,570 from Square 254.

The Partnership's liquidity based on cash and cash equivalents improved from $40
at  December  31,  1995 to $61,695 at  September  30,  1996.  The  Partnership's
$2,165,570  provided  by  investing   activities  was  substantially  offset  by
$2,103,915 used in operating activities including $1,868,456 of loan payments to
the general partner and an affiliate of the general  partner.  (See Item 1, Note
3).

Based on (i)  Square  254's  original  budget for 1996  which  shows  sufficient
reserves at year-end 1996 for a cash  distribution in 1997 and (ii) Square 254's
anticipation of a refinancing of its debt at lower interest rates in 1997 with a
resulting  decrease in interest  expense in future years,  the General  Partners
believe  that  Square 254 will  continue  to  generate  sufficient  cash flow to
distribute  cash to the  Partnership in the  foreseeable  future.  However,  the
ability  of Square  254 to  generate  sufficient  cash flow is  subject  to many
factors  outside the control of the  Partnership.  Accordingly,  there can be no
assurance that Square 254 will be able to make distributions to its partners.

Based on the Partnership's  current and expected cash flow, the Partnership will
not have  sufficient  funds to satisfy  its  existing  indebtedness  at maturity
(August 1999).  Accordingly,  if the Partnership cannot refinance or modify this
indebtedness  on  favorable  terms,  or  sell  its  interest  in  the  Operating
Partnerships for sufficient  value, the Partnership will enter into negotiations
to  refinance  the  debt  with  the  existing  lender  under  the  terms  of the
refinancing  agreement  dated  August 31, 1984 for an  additional  ten year term
during which term no cash distributions are expected to be made to investors. In
addition,  any distributions made by the Operating  Partnerships prior to August
1999 will be applied first to satisfy the $3,225,000 in accrued  management fees
due to  affiliates.  As a result,  at this time it appears that investors in the
Partnership  will  not  receive  a  return  of a  significant  portion  of their
investment.



Results of Operations

The net loss of the  Partnership  for the nine and three months ended  September
30, 1996 was $10,037,579 and $3,860,009 as compared to $8,667,991 and $3,563,801
for the comparable periods in 1995. Loss increased primarily due to increases in
interest  expense of $486,612 and equity losses from Operating  Partnerships  of
$950,696.  The increase in interest expense resulted  primarily from an increase
in accrued  interest expense on the loans made to the Partnership to acquire its
interests in the Operating  Partnerships.  All interest on such loans is accrued
and will be due and payable upon the maturities of such loans.

The increase in equity loss from Operating  Partnerships  was primarily due to a
decline in the operating  results of the Operating  Partnerships.  Net operating
income  generated by the Hotel portion of the mixed-use  complex owned by Square
254 decreased for the nine months ended  September 30, 1996 compared to the nine
months ended  September 30, 1995, due primarily to lower occupancy  levels.  The
operating results for the office towers portion of the complex increased for the
nine months ended  September  30, 1996,  due to the  releasing of vacant  space.
Equity in loss from the Land  Partnership  increased  for the nine months  ended
September  30,  1996  compared  to the nine  months  ended  September  30,  1995
primarily as a result of an increase in interest expense.


PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

          Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to this
               report.

          Reports on Form  8-K:  No  Report  on Form 8-K was  filed  during  the
               period.

                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                              TWELVE AMH ASSOCIATES
                               LIMITED PARTNERSHIP
                                  (Registrant)

                        By: Two Winthrop Properties, Inc.
                            Managing General Partner

                        By: /s/ Michael L. Ashner
                                Michael L. Ashner
                                Chief Executive Officer


                        By: /s/ Edward V. Williams
                                Edward V. Williams
                                Chief Financial officer


DATED: November 14, 1996