<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 2000             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)


 Five Cambridge Center, Cambridge, MA                          02142
------------------------------------------                --------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code           (617) 234-3000
                                                          --------------------


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>

TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

STATEMENT OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                             Three Months Ended                  Nine Months Ended
                                                                September 30,                      September 30,

                                                          2000               1999            2000                1999
                                                          -----------------------            ------------------------
<S>                                                 <C>              <C>                 <C>           <C>
Revenues:
      Interest income............................    $         139    $          288      $       4,141     $        14,721
Expenses:
      Interest...................................        1,354,644         2,068,574          3,904,008           6,906,552
      Amortization...............................                -           100,882          9,781,953             303,197
      Related party management fee...............           75,000            75,000            225,000             225,000
      General and administrative.................           29,059            17,835            123,830              64,182
                                                     -------------    --------------      -------------     ---------------
                                                        1,458,703          2,262,291        14,034,791            7,498,931
                                                     -------------    --------------      -------------     ---------------
Loss from Operations.............................      (1,458,564)       (2,262,003)       (14,030,650)         (7,484,210)

Equity in Income (Loss) from Operating
      Partnerships...............................               -        (2,506,788)         31,373,369         (4,460,680)
                                                     -------------    --------------      -------------     ---------------
Net Income (Loss) ...............................     $(1,458,564)      $(4,768,791)      $  17,342,719       $(11,944,890)
                                                     =============    ==============      =============     ===============
Net Income (Loss) Allocated to
   General Partners..............................    $    (14,586)    $     (47,688)      $     173,427     $     (119,449)
                                                     =============    ==============      =============     ===============
Net Income (Loss) Allocated to
   Limited Partners..............................     $(1,443,978)      $(4,721,103)      $  17,169,292     $  (11,825,441)
                                                     =============    ==============      =============     ===============
Net Income (Loss) per Unit of Limited
Partnership Interest.............................    $     (2,407)    $      (7,869)      $      28,615     $      (19,709)
                                                     =============    ==============      =============     ===============
</TABLE>


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


                                       2


<PAGE>

TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

BALANCE SHEETS
SEPTEMBER 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999 (AUDITED)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                        September 30,             December 31,
                                                                            2000                      1999
                                                                        -------------            -------------
<S>                                                                     <C>                      <C>
ASSETS:
Cash and cash equivalents............................................   $       4,478            $     474,167
Prepaid management fees..............................................          75,000                        -
                                                                        -------------            -------------
      TOTAL ASSETS...................................................   $      79,478            $     474,167
                                                                        =============            =============
LIABILITIES:
Purchase Money Note, plus accrued interest...........................   $  75,280,330            $  72,599,997
Notes payable........................................................       9,873,978                9,873,978
Accrued interest on notes payable....................................      23,551,708               22,328,033
Investments in Operating Partnerships................................               -               21,591,416
Due to affiliate.....................................................          25,000                   75,000
                                                                        -------------            -------------
      TOTAL LIABILITIES..............................................     108,731,016              126,468,424
                                                                        -------------            -------------
PARTNERS DEFICIT:
Limited partners - Units of Limited Partnership
   Interest, $96,250 stated value per unit;
   authorized, issued and outstanding - 600 Units....................    (107,038,741)            (124,208,033)
General partners.....................................................      (1,612,797)              (1,786,224)
                                                                        -------------            -------------
      TOTAL PARTNERS' DEFICIT........................................    (108,651,538)            (125,994,257)
                                                                        -------------            -------------
TOTAL LIABILITIES AND PARTNERS' DEFICIT..............................   $      79,478            $     474,167
                                                                        =============            =============
</TABLE>



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



                                       3

<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                  September 30,         September 30,
                                                                                      2000                  1999
                                                                                  -------------         -------------
<S>                                                                                <C>                 <C>
Cash flows from operating activities:
      Net income (loss)                                                            $ 17,342,719        $(11,944,890)
      Adjustments to reconcile net income (loss) to net cash used
      in operating activities:
         Amortization........................................................         9,781,953              303,197
         Equity in (income) losses of Operating Partnerships.................      (31,373,369)            4,460,680
         Accrued interest on Purchase Money Note.............................         2,680,333            5,745,948
         Increase in accrued interest on notes payable.......................         1,223,675            1,160,604
         Increase in other assets............................................                 -             (72,353)
         Decrease in due to affiliate........................................          (50,000)          (1,300,000)
         Increase in prepaid management fee..................................          (75,000)                    -
                                                                                   ------------        -------------
         Net cash used in operating activities...............................         (469,689)          (1,646,814)
                                                                                   ------------        -------------
Cash flows from investing activities:
      Distributions received from an Operating Partnership...................                  -           1,500,000
                                                                                   -------------       -------------
Net cash provided by investing activities....................................                  -           1,500,000
                                                                                   -------------       -------------
Decrease in cash and cash equivalents........................................         (469,689)            (146,814)
                                                                                   ------------        -------------
Cash and cash equivalents, beginning of period...............................           474,167              629,887
                                                                                   ------------        -------------
Cash and cash equivalents, end of period.....................................      $      4,478        $     483,073
                                                                                   ============        =============
</TABLE>

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



                                       4

<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                          Units of
                                           Limited            Investor
                                         Partnership           Limited               General
                                          Interest            Partners              Partners                Total
                                          --------            --------              --------                -----

<S>                                           <C>          <C>                    <C>                  <C>
Balance, December 31, 1999...........         600          $(124,208,033)         $(1,786,224)         $(125,994,257)

Net Income...........................                         17,169,292              173,427             17,342,719
                                          -------          --------------         ------------         --------------
Balance, September 30, 2000..........         600          $(107,038,741)         $(1,612,797)         $(108,651,538)
                                          =======          ==============         ============         ==============

Balance, December 31, 1998...........         600          $(109,778,909)         $(1,640,475)         $(111,419,384)

Net Loss.............................                        (11,825,441)            (119,449)           (11,944,890)
                                          -------          --------------         ------------         --------------
Balance, September 30, 1999..........         600          $(121,604,350)         $(1,759,924)         $(123,364,274)
                                          =======          ==============         ============         ==============
</TABLE>


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



                                       5

<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------


1.         ACCOUNTING AND FINANCIAL REPORTING POLICIES

           The condensed financial statements included herein have been prepared
           by Twelve AMH Associates Limited Partnership (the "Partnership"),
           without audit, pursuant to the rules and regulations of the
           Securities and Exchange Commission. The Partnership'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. The balance sheet at December 31, 1999 was derived
           from audited financial statements at such date. 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 Partnership's Annual Report on Form
           10-KSB for the year ended December 31, 1999.

           The accompanying financial statements reflect the Partnership's
           results of operations for an interim period and are not necessarily
           indicative of the results of operations for the year ending December
           31, 2000.

2.         RELATED PARTY TRANSACTIONS

           Expenses for the nine months ended September 30, 2000 and 1999
           include a management fee of $225,000 earned by an affiliate of the
           General Partner. As of September 30, 2000, the Partnership had
           prepaid management fees of $75,000, while at December 31, 1999 there
           were unpaid management fees to the affiliate of $75,000. In addition,
           as of September 30, 2000, an affiliate of the General Partner has
           advanced $25,000 to the Partnership to cover operating expenses. This
           advance is non-interest bearing and is due on demand. The General
           Partner is not obligated to fund operating deficits.

3.         INDEBTEDNESS

           As previously reported, the Partnership was in default under its loan
           made by Aetna, which was acquired, from Aetna by the Travelers
           Casualty and Surety Company ("Travelers"). This loan was secured by
           the Partnership's interests in Square 254 Limited Partnership
           ("Square 254"), National Place Land Limited Partnership ("National
           Land") and The Shops LLC ("Shops"). Further, Square 254 was in
           default under its existing mortgage loan secured by its assets.



                                       6
<PAGE>

TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------


3.       INDEBTEDNESS (continued)

         In order to avoid a foreclosure on the Partnership's assets, the
         Partnership, as well as the other partners in Square 254, National
         Place and The Shops (collectively, the "Operating Partnerships"),
         finalized a transaction on May 12, 2000 which provided for, among other
         things, the forbearance by the holder of the Traveler's loan of the
         exercise of any rights under the Traveler's loan for at least two years
         and entitles the Partnership to an approximately $2,800,000 payment in
         November 2002 (the "Forbearance Amount"), as well as provided for the
         satisfaction of the Square 254 loans through a refinancing. Further, it
         is anticipated that any foreclosure on the collateral securing the
         Traveler's loan will not occur until 2003. In the event that the
         Forbearance Amount is not paid to the Partnership, the Partnership will
         receive a preferred interest in the New Hotel Partnership (as defined
         below). In connection with this transaction, the non-Hotel assets
         previously owned by Square 254 were transferred to an affiliate of
         Quadrangle Development Corporation (a partner in the Operating
         Partnerships) and the Hotel previously owned by Square 254 was
         transferred to a newly formed limited partnership (the "New Hotel
         Partnership"), in which the partners of Square 254, as well as Host
         Marriott, L.P., received ownership interests, and Square 254 was
         dissolved. The Partnership's interest in the New Hotel Partnership
         secures its obligations under the Travelers loan, which loan was
         acquired by the New Hotel Partnership. Neither the Forbearance Amount
         nor, if issued, the preferred interest in the New Hotel Partnership, is
         security for the Traveler's loan. In addition, National Land and the
         Shops were also dissolved. As a result, effective May 12, 2000, the
         Partnership's only asset is a limited partnership interest in the New
         Hotel Partnership. With respect to the loan encumbering the assets of
         National Place (the "AEW Loan"), this loan was bifurcated such that a
         portion of the debt is secured by the non-Hotel assets and a portion of
         the debt is secured by the Hotel assets. If the transaction had not
         been consummated, it was expected that the Partnership would have lost
         its assets through foreclosure, which would have caused the limited
         partners to recognize a gain for tax purpose upon such foreclosure. In
         addition to the forgoing, Host Marriott has been granted an option to
         acquire the Partnership's interest in the New Hotel Partnership, which
         option is exercisable from December 15, 2001 through September 30, 2002
         (the "First Option Period"), and from January 15, 2003 through June 30,
         2003 (the "Second Option Period"). The option price during the First
         Option Period is the greater of (a) $5,800,000 plus the assumption of
         the Traveler's loan or (b) the fair market value of the interest. The
         option price during the Second Option Period is the fair market value
         of the interest. In connection with the foregoing transaction it is
         anticipated that the Partnership will recognize taxable income of
         approximately $38 million or approximately $60,000 per unit as a result
         of the transfer of land previously held by National Land.



                                       7
<PAGE>

TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------

4.       LITIGATION

         Clyde V. Alexander, Jr. M.D. v Two Winthrop Properties, Inc.,
         Linnaeus-Lexington Associates Limited Partnership, Winthrop Financial
         Associates and Twelve AMH Associates Limited Partnership, Superior
         Court for the District of Columbia (Civil Action No. 0005602-00). The
         plaintiff filed an eleven count complaint against the defendants on or
         about July 27, 2000, seeking to maintain the action as a class action
         on behalf of all limited partners of the Partnership, and as a
         derivative action as to certain claims. Although the complaint contains
         allegations based upon the failure of the Partnership to achieve
         results projected in the Confidential Memorandum in 1984, the claims
         are primarily based upon the May 2000 restructuring of the Partnership
         debt. The plaintiff claims, in substance, that the debt restructuring
         and related dissolution of the Operating Partnerships was done in
         violation of the Partnership Agreement, and that the limited partners
         were damaged as a result. The plaintiff also complains about fees paid
         to the General Partners and their affiliates during the life of the
         Partnership. The plaintiff has asserted claims for breach of fiduciary
         duty, breach of contract, fraud and misrepresentation, civil
         conspiracy, waste and unjust enrichment.

         On September 8, 2000, the defendants filed a motion to dismiss the
         complaint on several grounds including statutes of limitation and
         failure to state a claim upon which relief can be granted.

         The plaintiff opposed that motion on September 29, 2000 and the
         defendants filed a reply on October 10, 2000. The plaintiff also filed
         a motion for class certification. An initial scheduling conference was
         held on October 27, 2000, at which time the Court (Burgess, J.)
         indicated that he had reviewed the motion to dismiss but had not yet
         decided whether to have a hearing on it. Once the Court has decided the
         motion to dismiss, assuming that not all claims will be dismissed,
         discovery on class certification will be conducted and that motion will
         then be briefed. The General Partner believes this action is without
         merit and intends to vigorously defend this action.



                                       8
<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

--------------------------------------------------------------------------------


Item 2.  Management's Discussion and Analysis or Plan of Operations

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

         The matters discussed in this Form 10-QSB contain certain
         forward-looking statements and involve risks and uncertainties
         (including changing market conditions, competitive and regulatory
         matters, etc.) The discussion of the Partnership's business and results
         of operations, including forward-looking statements pertaining to such
         matters, does not take into account the effects of any changes to the
         Partnership's business and results of operations. Accordingly, actual
         results could differ materially from those projected in the
         forward-looking statements as a result of a number of factors,
         including those identified herein.

         Liquidity and Capital Resources

         Prior to May 12, 2000, the Partnership's only assets consisted of cash
         and its general partnership interests in Square 254 Limited Partnership
         ("Square 254"), and National Place Land Limited Partnership ("National
         Land") and its company interest in The Shops LLC ("Shops"). Square 254
         and National Land owned a multiple-use complex located in Washington
         D.C. known as National Place, and the underlying land, respectively.
         The Shops, in turn, leased the retail space at the complex.

         As previously reported, the Partnership was in default under its loan
         made by Aetna, which was acquired, from Aetna by the Travelers Casualty
         and Surety Company ("Travelers"). This loan was secured by the
         Partnership's interests in Square 254, National Land and The Shops
         (collectively, the "Operating Partnerships"). Further, Square 254 was
         in default under its existing mortgage loan secured by its assets. In
         order to avoid a foreclosure on the Partnership's assets, the
         Partnership, as well as the other partners in the Operating
         Partnerships, finalized a transaction on May 12, 2000 which provided
         for, among other things, the forbearance by the holder of the
         Traveler's loan of the exercise of any rights under the Traveler's loan
         for at least two years and entitles the Partnership to an approximately
         $2,800,000 payment in November 2002 (the "Forbearance Amount"), as well
         as provided for the satisfaction of the Square 254 loans through a
         refinancing. Further, it is anticipated that any foreclosure on the
         collateral securing the Traveler's loan will not occur until 2003. In
         the event that the Forbearance Amount is not paid to the partnership,
         the partnership will receive a preferred interest in the New Hotel
         Partnership (as defined below). In connection with this transaction,
         the non-Hotel assets previously owned by Square 254 were transferred to
         an affiliate of Quadrangle Development Corporation (a partner in the
         Operating Partnerships) and the Hotel previously owned by Square 254
         was



                                       9
<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

--------------------------------------------------------------------------------


         Liquidity and Capital Resources (continued)

         transferred to a newly formed limited partnership (the "New Hotel
         Partnership"), in which the partners of Square 254, as well as Host
         Marriott, L.P., received ownership interests, and Square 254 was
         dissolved. The Partnership's interest in the New Hotel Partnership
         secures its obligations under the Travelers loan, which loan was
         acquired by the New Hotel Partnership. Neither the Forbearance Amount
         nor, if issued, the preferred interest in the New Hotel Partnership, is
         security for the Traveler's loan. In addition, National Land and the
         Shops were also dissolved. As a result, effective May 12, 2000, the
         Partnership's only asset is a limited partnership interest in the New
         Hotel Partnership. With respect to the loan encumbering the assets of
         National Place (the "AEW Loan"), this loan was bifurcated such that a
         portion of the debt is secured by the non-Hotel assets and a portion of
         the debt is secured by the Hotel assets. If the transaction had not
         been consummated, it was expected that the Partnership would have lost
         its assets through foreclosure, which would have caused the limited
         partners to recognize a gain for tax purposes upon such foreclosure. In
         addition to the forgoing, Host Marriott has been granted an option to
         acquire the Partnership's interest in the New Hotel Partnership, which
         option is exercisable from December 15, 2001 through September 30, 2002
         (the "First Option Period"), and from January 15, 2003 through June 30,
         2003 (the "Second Option Period"). The option price during the First
         Option Period is the greater of (a) $5,800,000 plus the assumption of
         the Traveler's loan or (b) the fair market value of the interest. The
         option price during the Second Option Period is the fair market value
         of the interest. In connection with the foregoing transaction it is
         anticipated that the Partnership will recognize taxable income of
         approximately $38 million or approximately $60,000 per unit as a result
         of the transfer of land previously held by National Land.

         Prior to May 12, 2000, the Partnership's primary source of revenue was
         distributions from the Operating Partnerships. As a result of the May
         12 transaction, the Partnership's primary source of revenue will be
         distributions from the New Hotel Partnership and the payment of the
         Forbearance Amount or any payment received by the Partnership as a
         result of the exercise by Host Marriott of its option to acquire the
         Partnership's interest in the New Hotel Partnership. However, it is
         anticipated that as a result of the priority distributions to certain
         of the other partners in the New Hotel Partnership, the Partnership
         will not receive any distributions from the New Hotel Partnership in
         the near future.

         The Partnership requires cash to pay management fees and general and
         administrative expenses. The Partnership received no cash distributions
         from the Operating Partnerships during the nine months ended September
         30, 2000 and received $1,500,000 during the nine months ended September
         30, 1999.



                                       10
<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

--------------------------------------------------------------------------------

         Liquidity and Capital Resources (continued)

         The Partnership's liquidity based on cash and cash equivalents declined
         from $474,167 at December 31, 1999 to $4,478 at September 30, 2000.
         This decrease in cash and cash equivalents was primarily the result of
         the payment of general and administrative expenses of $123,830 and the
         payment of management fees of $375,000 including $75,000 of accrued
         fees from 1999 and $300,000 of fees due for 2000. This was only
         partially offset by a $25,000 advance from an affiliate of the general
         partner. The Partnership's current reserves are not expected to be
         sufficient to fund administrative expenses in the foreseeable future,
         and as a result, it is anticipated that an affiliate of the general
         partner will advance funds to cover these operating expenses. Further,
         as discussed in "Item 1. Financial Statements, Note 4", costs
         associated with the recent litigation may impact the Partnership's
         liquidity.

         Results of Operations

         Loss from operations increased from $7,484,210 for the nine months
         ended September 30, 1999 to $14,030,650 for the nine months ended
         September 30, 2000. This increase is due to increases in partnership
         expenses of $6,535,860, and a decrease in revenues of $10,580. Loss
         from operations decreased from $2,262,003 for the three months ended
         September 30, 1999 to $1,458,564 for the three months ended September
         30, 2000. This decrease is primarily the result of a decrease in
         interest expense of $713,930 and decrease in amortization expense of
         $100,882.

         The increase in expenses resulted primarily from an increase in
         amortization expense of $9,478,756 resulting from the write off of
         intangible assets as a result of the May 2000 restructuring of the
         Partnership's investment in Operating Partnerships, and an increase in
         general and administrative expenses of $59,648. These increases were
         only partially offset by a decrease of $3,002,544 in interest expense
         on the loans made to the Partnership to acquire its interests in the
         Operating Partnerships. Interest expense decreased due to a decrease in
         the amortization of original issue discount on the Purchase Money Note
         which matured in 1999. All interest on the loans is accrued and will be
         due and payable upon the maturities of such loans. All other expenses
         remained constant.

         As a result of the transaction that occurred on May 12, 2000, the
         Partnership has written up its investment in Operating Partnerships to
         zero. Each of the Operating Partnerships have been dissolved, and
         effective May 12, 2000, the Partnership's only asset is a limited
         partnership interest in the New Hotel Partnership. Due to certain
         priorities to the General Partner and other Limited Partners in the New
         Hotel Partnership, it is anticipated that there will be no economic
         effect on the Partnership for financial reporting purposes.



                                       11
<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

--------------------------------------------------------------------------------


         Results of Operations (continued)

         As such, equity in income of Operating Partnership of $31,373,369 and
         amortization expense of $9,781,953 have been recognized during these
         nine months ended September 30, 2000 to write the investment balance up
         to zero.



                                       12
<PAGE>


TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

PART II - OTHER INFORMATION
--------------------------------------------------------------------------------

Item 1.    Legal proceedings

         Clyde V. Alexander, Jr. M.D. v Two Winthrop Properties, Inc.,
         Linnaeus-Lexington Associates Limited Partnership, Winthrop Financial
         Associates and Twelve AMH Associates Limited Partnership, Superior
         Court for the District of Columbia (Civil Action No. 0005602-00). The
         plaintiff filed an eleven count complaint against the defendants on or
         about July 27, 2000, seeking to maintain the action as a class action
         on behalf of all limited partners of the Partnership, and as a
         derivative action as to certain claims. Although the complaint contains
         allegations based upon the failure of the Partnership to achieve
         results projected in the Confidential Memorandum in 1984, the claims
         are primarily based upon the May 2000 restructuring of the Partnership
         debt. The plaintiff claims, in substance, that the debt restructuring
         and related dissolution of the Operating Partnerships was done in
         violation of the Partnership Agreement, and that the limited partners
         were damaged as a result. The plaintiff also complains about fees paid
         to the General Partners and their affiliates during the life of the
         Partnership. The plaintiff has asserted claims for breach of fiduciary
         duty, breach of contract, fraud and misrepresentation, civil
         conspiracy, waste and unjust enrichment.

         On September 8, 2000, the defendants filed a motion to dismiss the
         complaint on several grounds including statutes of limitation and
         failure to state a claim upon which relief can be granted.

         The plaintiff opposed that motion on September 29, 2000 and the
         defendants filed a reply on October 10, 2000. The plaintiff also filed
         a motion for class certification. An initial scheduling conference was
         held on October 27, 2000, at which time the Court (Burgess, J.)
         indicated that he had reviewed the motion to dismiss but had not yet
         decided whether to have a hearing on it. Once the Court has decided the
         motion to dismiss, assuming that not all claims will be dismissed,
         discovery on class certification will be conducted and that motion will
         then be briefed. The General Partner believes this action is without
         merit and intends to vigorously defend this action.

Item 6.    Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               27. Financial Data Schedule

          (b)  Reports on Form 8-K:

               On July 12, 2000 a current report on Form 8-K was filed with
               respect to the Registrant's change of independent auditors.



                                       13
<PAGE>

TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP

SIGNATURES
--------------------------------------------------------------------------------


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/ Thomas C. Staples
                                              ----------------------------------
                                              Thomas C. Staples
                                              Chief Financial Officer

DATED:  November 9, 2000



                                       14