United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

(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

                                       or

                Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the Transition period from _____ to _____


                         Commission File Number: 0-10222


                          QUALIFIED PROPERTIES 80, L.P.
              Exact Name of Registrant as Specified in its Charter


            Virginia                                     13-3046808
State or Other Jurisdiction of
Incorporation or Organization                I.R.S. Employer Identification No.

3 World Financial Center, 29th Floor,
New York, NY    Attn.:  Andre Anderson                      10285
Address of Principal Executive Offices                    Zip Code


                                 (212) 526-3183
               Registrant's Telephone Number, Including Area Code




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>
                                       2

<TABLE>
Consolidated Balance Sheets
<CAPTION>
                                              At September 30,  At December 31,
                                                         1998             1997
                                              ---------------   --------------
<S>                                               <C>              <C>
Assets Real estate at cost:
  Land                                            $        --      $ 1,348,365
  Buildings and improvements                               --       10,562,735
                                                  -----------      -----------
                                                           --       11,911,100
  Less accumulated depreciation                            --       (6,516,375)
                                                  -----------      -----------
                                                           --        5,394,725

Real estate assets held for disposition             5,422,973        7,359,706

Cash and cash equivalents                           2,046,117        1,023,370
Restricted cash                                        94,245           50,567
Prepaid expenses, net of accumulated
  amortization of $132,997 in 1997                     23,523          205,922
Rent and other receivables                              4,675              439
Deferred rent receivable                                   --          113,664
                                                  -----------      -----------
      Total Assets                                $ 7,591,533      $14,148,393
                                                  ===========      ===========
Liabilities and Partners' Capital (Deficit)
Liabilities:
  Accounts payable and accrued expenses           $   172,561      $   220,073
  Due to affiliates                                     6,446            4,922
  Security deposits payable                                --           60,521
  Mortgage note payable                             3,858,090        3,930,621
                                                  -----------      -----------
      Total Liabilities                             4,037,097        4,216,137
                                                  -----------      -----------
Minority interest                                      17,951           13,865
                                                  -----------      -----------
Partners' Capital (Deficit):
  General Partners                                   (992,372)        (156,069)
  Limited Partners (51,234 units outstanding)       4,528,857       10,074,460
                                                  -----------      -----------
      Total Partners' Capital                       3,536,485        9,918,391
                                                  -----------      -----------
      Total Liabilities and Partners' Capital     $ 7,591,533      $14,148,393
                                                  ===========      ===========
</TABLE>


<TABLE>
Consolidated Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1998
<CAPTION>
                                       General         Limited
                                      Partners        Partners           Total
                                     ---------    ------------    ------------
<S>                                  <C>          <C>             <C>
Balance at December 31, 1997         $(156,069)   $ 10,074,460    $  9,918,391
Net income                              79,288       7,849,548       7,928,836
Distributions                         (915,591)    (13,395,151)    (14,310,742)
                                     ---------    ------------    ------------
Balance at September 30, 1998        $(992,372)   $  4,528,857    $  3,536,485
                                     =========    ============    ============
</TABLE>


<PAGE>
                                       3


<TABLE>
Consolidated Statements of Operations
<CAPTION>
                                  Three months ended         Nine months ended
                                        September 30,             September 30,
                                     1998       1997         1998         1997
                                 --------   --------   ----------   ----------
<S>                              <C>        <C>        <C>          <C>
Income
Rental                           $422,293   $798,121   $1,427,943   $2,364,941
Other                               8,884     93,332       43,611      266,245
Interest                           26,320        877      210,633        5,664
                                 --------   --------   ----------   ----------
      Total Income                457,497    892,330    1,682,187    2,636,850
                                 --------   --------   ----------   ----------
Expenses
Property operating                237,533    541,871      741,427    1,530,186
Depreciation and amortization          --    140,644      285,572      423,118
Interest                          101,711    104,173      307,035      314,234
General and administrative        104,528     51,125      245,171      169,785
                                 --------   --------   ----------   ----------
      Total Expenses              443,772    837,813    1,579,205    2,437,323
                                 --------   --------   ----------   ----------
Income before minority
  interest and gain on sale
  of real estate                   13,725     54,517      102,982      199,527
Minority interest                  (4,143)     1,714       (4,086)       4,764
                                 --------   --------   ----------   ----------
Income before gain on sale
  of real estate                    9,582     56,231       98,896      204,291
Gain on sale of real estate            --         --    7,829,940           --
                                 --------   --------   ----------   ----------
      Net Income                 $  9,582   $ 56,231   $7,928,836   $  204,291
                                 ========   ========   ==========   ==========
Net Income Allocated:
To the General Partners          $     96   $    428   $   79,288   $    1,555
To the Limited Partners             9,486     55,803    7,849,548      202,736
                                 --------   --------   ----------   ----------
                                 $  9,582   $ 56,231   $7,928,836   $  204,291
                                 ========   ========   ==========   ==========
Per limited partnership unit
(51,234 outstanding)                $ .19     $ 1.09     $ 153.21       $ 3.96
                                    -----     ------     --------       ------
</TABLE>


<PAGE>
                                       4

<TABLE>
Consolidated Statements of Cash Flows
For the nine months ended September 30,
<CAPTION>
                                                             1998         1997
                                                     ------------    ---------
<S>                                                  <C>             <C>
Cash Flows From Operating Activities
Net income                                           $  7,928,836    $ 204,291
Adjustments to reconcile net income to net cash
provided by operating activities:
  Depreciation and amortization                           285,572      423,118
  Gain on sale of real estate                          (7,829,940)          --
  Minority interest in loss of consolidated venture         4,086       (4,764)
  Increase (decrease) in cash arising from changes
  in operating assets and liabilities:
    Cash restricted                                       (43,678)     167,465
    Prepaid expenses                                      (20,611)     (43,246)
    Rent and other receivables                             (4,236)      (5,991)
    Deferred rent receivable                                7,546       12,931
    Accounts payable and accrued expenses                 (44,280)     (42,920)
    Prepaid rent                                               --      (15,212)
    Due to affiliates                                       1,524       (6,711)
    Security deposit payable                              (60,521)          --
                                                     ------------    ---------
Net cash provided by operating activities                 224,298      688,961
                                                     ------------    ---------
Cash Flows From Investing Activities
Proceeds from sale of real estate                      15,223,030           --
Additions to real estate assets                           (41,308)          --
                                                     ------------    ---------
Net cash provided by investing activities              15,181,722           --
                                                     ------------    ---------
Cash Flows From Financing Activities
Distributions paid to partners                        (14,310,742)    (548,935)
Principal payments on mortgage note payable               (72,531)     (65,331)
                                                     ------------    ---------
Net cash used for financing activities                (14,383,273)    (614,266)
                                                     ------------    ---------
Net increase in cash and cash equivalents               1,022,747       74,695
Cash and cash equivalents, beginning of period          1,023,370      383,531
                                                     ------------    ---------
Cash and cash equivalents, end of period             $  2,046,117    $ 458,226
                                                     ============    =========
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest             $    307,035    $ 314,234
                                                     ------------    ---------
Prepaid rent - net of $3,232 included in accounts payable was classified to net
proceeds from sale of property.

Supplemental Disclosure of Non-Cash Investing Activities
Write-off of fully depreciated tenant improvements   $         --    $ 346,039
                                                     ------------    ---------
</TABLE>
Supplemental Disclosure of Non-Cash Operating Activities:
In connection with the General Partners' intent to sell the properties, real
estate held for investment, deferred rent receivable and prepaid leasing
commissions in the amounts of $5,135,464, $106,118, and $181,391, respectively,
were reclassified to "Real estate assets held for disposition" in 1998.


<PAGE>
                                       5


Notes to the Consolidated Financial Statements

The unaudited  consolidated  financial  statements should be read in conjunction
with  Qualified  Properties 80, L.P.'s (the  "Partnership")  annual 1997 audited
consolidated financial statements within Form 10-K.

The  unaudited   consolidated   financial  statements  include  all  normal  and
reoccurring  adjustments  which are, in the opinion of management,  necessary to
present a fair statement of financial  position as of September 30, 1998 and the
results of operations for the three and nine months ended September 30, 1998 and
1997,  cash flows for the nine months ended September 30, 1998 and 1997, and the
statement of partners' capital (deficit) for the nine months ended September 30,
1998. Results of operations for the period are not necessarily indicative of the
results to be expected for the full year.

Certain  prior year  amounts  have been  reclassified  to conform to the current
year's presentation.

The following  significant events occurred subsequent to fiscal year 1997, which
require  disclosure  in this  interim  report per  Regulation  S-X,  Rule 10-01,
Paragraph (a)(5).

On February 2, 1998, the Partnership  closed on the sale of Stevens Creek Office
Building (the "Property"). The Property was sold for net proceeds of $15,223,030
to an entity  controlled  by Invesco  Realty  Advisors,  Inc. (the  "Buyer"),  a
Delaware  Corporation  unaffiliated with the Partnership.  The selling price was
determined by arm's length  negotiations  between the Partnership and the Buyer.
The transaction resulted in a gain on sale of approximately $7.8 million,  which
is reflected in the  Partnership's  statement of operations  for the nine months
ended September 30, 1998.

The  Partnership's  remaining real estate assets,  deferred rent  receivable and
prepaid leasing costs were  reclassified on the  consolidated  balance sheets at
September  30, 1998 to "Real estate assets held for  disposition."  Accordingly,
the Partnership has suspended  depreciation  and amortization in accordance with
the Statement of Financial  Accounting  Standards No. 121,  "Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."


<PAGE>
                                       6


Part I, Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations

Liquidity and Capital Resources

On February 2, 1998 the sale of Stevens Creek Office Building was completed. The
property was sold for net proceeds of $15,223,030 and resulted in a gain on sale
of approximately $7.8 million, which is reflected in the Partnership's statement
of operations for the nine months ended September 30, 1998.

The  Partnership  has  engaged  real  estate  brokers to assist in  selling  the
Partnership's  two remaining  properties,  889 Ridgelake Office Building and 959
Ridgeway Office Building.  It is currently  anticipated that the properties will
be sold  and the  Partnership  liquidated  in  1999,  however,  there  can be no
assurance that either  property will be sold within this time frame, or that the
sales will result in a particular  price. In view of the anticipated sale of the
properties  in 1999,  the  Partnership's  real  estate has been  recorded on the
Partnership's  September  30, 1998 balance sheet as "Real estate assets held for
disposition."

The Partnership had cash and cash equivalents  totaling  $2,046,117 at September
30, 1998, compared to $1,023,370 at December 31, 1997. The increase is primarily
due to the  receipt  of net  proceeds  from the  sale of  Stevens  Creek  Office
Building, which, together with net cash flow from operating activities, exceeded
cash  distributions  and mortgage  principal  payments for the nine months ended
September 30, 1998.

Rent and other  receivables  totaled  $4,675 at September 30, 1998,  compared to
$439 at December 31, 1997. The increase primarily represents rent and escalation
income due from tenants at 889  Ridgelake  Office  Building.  Security  deposits
payable  decreased  from $60,521 at December  31, 1997 to $-0- at September  30,
1998, as a result of the sale of Stevens Creek Office Building.

Prepaid expenses totaled $23,523 at September 30, 1998,  compared to $205,922 at
December 31, 1997.  The decrease was  primarily due to the sale of Stevens Creek
Office Building and the  reclassification  of the  Partnership's  real estate to
"Real estate assets held for disposition" as of September 30, 1998.

On April 7, 1998, the  Partnership  paid a special cash  distribution to Limited
Partners from the net proceeds from the sale of Stevens Creek Office Building in
the amount of $261.45 per Unit to Unitholders of record as of April 1, 1998.

Results of Operations

For the three and nine  months  ended  September  30,  1998,  the  Partnership's
operations  resulted  in net  income of  $9,582  and  $7,928,836,  respectively,
compared to net income of $56,321 and $204,291 for the corresponding  periods in
1997. Net income for the 1998 nine-month  period includes a gain on sale of real
estate in the amount of  $7,829,940,  resulting  from the sale of Stevens  Creek
Office Building.  Excluding this gain, Partnership operations resulted in income
before  gain on sale of  real  estate  of  $98,896  for the  nine  months  ended
September 30, 1998 compared with $204,291 for the corresponding  period in 1997.
The decrease is mainly due to a reduction  in rental and other income  partially
offset by an  increase in  interest  income due to the sale of Swenson  Business
Park Building A in November, 1997 and Stevens Creek Office Building in February,
1998.


<PAGE>
                                       7


Primarily  as a result of the sale of  Swenson  Business  Park -  Building  A in
November 1997 and Stevens Creek Office  Building in February 1998, the following
income and expense  categories  decreased in comparison to 1997:  rental income,
other income and property  operating  expenses.  Interest income totaled $26,320
and $210,633,  respectively,  for the three and nine months ended  September 30,
1998,  compared  to $877  and  $5,664  for the  corresponding  periods  in 1997,
reflecting  the  Partnership's  higher cash  balances in 1998 as a result of the
sale of Swenson  Business  Park - Building A in November  1997 and Stevens Creek
Office Building in February 1998.

General and administrative  expenses totaled $104,528 and $245,171 for the three
and nine months ended  September 30, 1998,  respectively,  compared with $51,125
and $169,785 for the  corresponding  periods in 1997.  The increase is primarily
attributable to higher legal expenses  associated with the sale of Stevens Creek
Office   Building,   and  to  a  lesser  extent,   an  increase  in  Partnership
administrative expense.

As of  September  30,  1998,  lease  levels  at each of the  Properties  were as
follows: 959 Ridgeway Office Building - 63%; and 889 Ridgelake Office Building -
100%.


Part II     Other Information

Items 1-5   Not applicable.

Item 6      Exhibits and reports on Form 8-K.

            (a) Exhibits -

                (27) Financial Data Schedule

            (b) Reports on Form 8-K - No  reports on Form 8-K were filed  during
                the quarter ended September 30, 1998.


<PAGE>
                                       8


                                   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.



                              QUALIFIED PROPERTIES 80, L.P.

                         BY:  QP80 REAL ESTATE SERVICES, INC.
                              General Partner



Date:  November 13, 1998       BY:  /s/Michael T. Marron
                                    Michael T. Marron
                                    President and
                                    Chief Financial Officer