<PAGE>   1

                                  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
       [Fee required]
For the period ended September 30, 1996

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
       [Fee required]
For the Transition period from _________________ to ________________

Commission  File Number 33-16973


                                   NET 1 L.P.
                ------------------------------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>

<S>                                                                            <C>
                              Delaware                                              13-3421566
                   ------------------------------                                ----------------
                   (State or other jurisdiction of                               (I.R.S. Employer
                   incorporation or organization)                              Identification No.)
                         
                          c/o The LCP Group
                        355 Lexington Avenue                                          10017
                            New York, NY                                           ___________
                   ______________________________                                   (Zip code)
              (Address of principal executive offices)
</TABLE>

Registrant's telephone number, including area code           (212) 692-7200
                                                             --------------
Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Partnership Interests

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 .

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant.

                                              Not Applicable.

There is no active public market for the units of limited partnership interests
issued by the Registrant.



<PAGE>   2



                         PART 1. - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                    NET 1 L.P. AND CONSOLIDATED PARTNERSHIPS

                           CONSOLIDATED BALANCE SHEETS

              September 30, 1996 (Unaudited) and December 31, 1995

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                September 30,        December 31,
                                                    1996                 1995
                                                    ----                 ----
<S>                                              <C>                 <C>        
Real estate, at cost
    Buildings                                    $15,725,091         $15,725,091
    Land                                           7,145,912           7,145,912
                                                 -----------         -----------
                                                  22,871,003          22,871,003

    Less:  accumulated depreciation                2,198,262           1,903,854
                                                 -----------         -----------
                                                  20,672,741          20,967,149

Cash                                               2,174,382           1,816,179
Rent receivable                                      312,254             299,843
Other assets                                         329,247             328,907
                                                 -----------         -----------

                                                 $23,488,624         $23,412,078
                                                 ===========         ===========
</TABLE>


                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------
<TABLE>
<CAPTION>


<S>                                            <C>                 <C>         
Mortgage notes payable                         $  3,587,249        $  3,686,942
Accrued interest payable                             32,007              33,069
Accounts payable and other liabilities              145,388             159,824
                                               ------------        ------------
                                                  3,764,644           3,879,835
                                               ------------        ------------

Partners' capital (deficit):
    General Partner                                (175,932)           (179,767)
    Limited Partners ($1,000 per Unit,
50,000 Units authorized, 30,772
    Units issued and outstanding)                19,899,912          19,712,010
                                               ------------        ------------

    Total partners' capital                      19,723,980          19,532,243
                                               ------------        ------------

                                               $ 23,488,624        $ 23,412,078
                                               ============        ============
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.
<PAGE>   3

                    NET 1 L.P. AND CONSOLIDATED PARTNERSHIPS

                        CONSOLIDATED STATEMENTS OF INCOME

                Quarters Ended September 30, 1996 and 1995 and
                Nine Months Ended September 30, 1996 and 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine Months       Nine Months
                                              Quarter Ended      Quarter Ended        Ended             Ended
                                               September 30,      September 30,     September 30,     September 30,
                                                   1996              1995               1996              1995
                                                   ----              ----               ----              ----

<S>                                            <C>               <C>               <C>               <C>        
Revenues:
      Rental                                   $   598,438       $   459,552       $ 2,068,393       $ 1,378,656
      Interest and other                            42,199            65,867            81,033           203,737
                                               -----------       -----------       -----------       -----------
                                                   640,637           525,419         2,149,426         1,582,393
                                               -----------       -----------       -----------       -----------

Expenses:
      Interest expense                              96,390              --             292,387              --
      Depreciation                                  98,136            65,898           294,408           197,694
      General, administrative, and other            51,074           178,784           192,452           430,842
                                               -----------       -----------       -----------       -----------
                                                   245,600           244,682           779,247           628,536
                                               -----------       -----------       -----------       -----------

Income before loss on sale of properties       $   395,037       $   280,737       $ 1,370,179       $   953,857

      Loss on sale of properties                        --                --                --          (324,679)
                                               -----------       -----------       -----------       -----------

Net income                                     $   395,037       $   280,737       $ 1,370,179       $   629,178
                                               ===========       ===========       ===========       ===========


Net income per Unit of limited
      partnership interest                     $     12.58       $      8.94       $     43.64       $     20.04
                                               ===========       ===========       ===========       ===========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.


<PAGE>   4






                    NET 1 L.P. AND CONSOLIDATED PARTNERSHIPS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Nine months ended September 30, 1996 and 1995
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Nine Months Ended        Nine Months Ended
                                                         September 30,            September 30,
                                                            1996                     1995
                                                            ----                     ----


<S>                                                      <C>                <C>        
Cash flows from operating activities:
    Net income                                           $ 1,370,179        $   629,178
    Adjustments to reconcile net income to
        net cash provided by operating activities:
        Depreciation                                         294,408            197,694
        Loss on sale of properties                                --            324,679
        Decrease in accrued interest payable                  (1,062)                --
        Accrued interest added to principal
           balance of mortgage notes                          28,598                 --
        Increase in rent receivable                          (12,411)           (40,404)
        Increase in other assets                              (1,154)          (251,264)
        (Decrease) increase in accounts payable
           and other liabilities                             (14,436)            53,760
                                                         -----------        -----------
        Total adjustments                                    293,943            284,465
                                                         -----------        -----------

    Net cash provided by operating activities              1,664,122            913,643
                                                         -----------        -----------

Cash flows from investing activities:
    Principal payment received on note receivable                814                841
    Proceeds from sale of properties                              --          2,649,309
                                                         -----------        -----------

    Net cash provided by investing activities                    814          2,650,150
                                                         -----------        -----------

Cash flows from financing activities:
    Principal payments on mortgage notes                    (128,291)                --
    Cash distributions to partners                        (1,178,442)        (2,539,946)
                                                         -----------        -----------

    Net cash used in financing activities                 (1,306,733)        (2,539,946)
                                                         -----------        -----------

Net increase in cash                                         358,203          1,023,847

Cash at beginning of period                                1,816,179          3,571,950
                                                         -----------        -----------

Cash at the end of the period                            $ 2,174,382        $ 4,595,797
                                                         ===========        ===========

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                 $   264,851        $         -
                                                         ===========        ===========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

<PAGE>   5


                    NET 1 L.P. AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1996
                                   (Unaudited)





1.       The Partnership and Basis of Presentation

         Net 1 L.P. (the "Partnership") was formed as a limited partnership on
         August 25, 1987, under the laws of the State of Delaware to invest in
         real estate or interests therein to be net leased to corporations or
         other entities.

         As of September 30, 1996, the Partnership has a total of 30,772 Units
         issued and outstanding held by approximately 1,700 limited partners.

         The unaudited financial statements reflect all adjustments that are, in
         the opinion of the General Partner, necessary to a fair statement of
         the results for the interim period presented. For a more complete
         understanding of the Partnership's financial position and accounting
         policies, reference is made to the financial statements previously
         filed with the Securities and Exchange Commission with the
         Partnership's Annual Report on Form 10-K for the year ended December
         31, 1995.

2.       Summary of Significant Accounting Policies

         The Partnership's financial statements are prepared on the accrual
         basis of accounting for financial reporting and Federal income tax
         reporting purposes. Real estate is carried at cost less accumulated
         depreciation unless declines in the values of properties are considered
         other than temporary. Depreciation for financial reporting purposes is
         determined by the straight-line method over the estimated economic
         useful lives of the properties. The Partnership depreciates buildings
         over a 40-year period. Depreciation for tax purposes is determined in
         accordance with the Modified Accelerated Cost Recovery System.

         For financial statement reporting purposes all items of income are
         allocated in the same proportion as distributions of distributable
         cash.

         The Partnership has determined that the leases relating to the
         properties are operating leases. Rental revenue is recognized on a
         straight-line basis over the minimum lease terms. At September 30,
         1996, the Partnership's rent receivable primarily consists of amounts
         for the excess of rental revenues recognized on a straight-line basis
         over the rents collectible under the leases.

         The net income per Unit amounts were calculated by using the weighted
         average number of Units outstanding for each period and allocating the
         income attributable for that period to the Limited Partners. The
         weighted average number of Units outstanding was 30,772, during each of
         the quarters and nine months ended September 30, 1996 and 1995.

        


<PAGE>   6
                    NET 1 L.P. AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2.       Continued

         The Financial Accounting Standards Board's Statement of Financial
         Accounting Standards ("SFAS") No. 107, "Disclosures About Fair Value of
         Financial Instruments", defines fair value of a financial instrument as
         the amount at which the instrument could be exchanged at a current
         transaction between willing parties. The Partnership's cash, mortgage
         notes payable, and accounts payable and other liabilities are carried
         at cost, which approximates fair value.

         On January 1, 1996, the Partnership adopted SFAS No. 121, "Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of." This SFAS establishes the recognition and measurement
         criteria for impairment losses on long-lived assets, certain
         identifiable intangibles and goodwill related to those assets to be
         held and used and for long-lived assets and certain identifiable
         intangibles to be disposed of. This SFAS requires that an impairment
         loss be recognized when events or changes in circumstances indicate
         that the carrying amount of an asset may not be recoverable. The
         adoption of this SFAS had no effect on the Partnership's results of
         operations or its financial condition for the quarter and nine months
         ended September 30, 1996.

         Management of the Partnership has made a number of estimates and
         assumptions relating to the reporting of assets and liabilities and the
         disclosure of contingent assets and liabilities to prepare these
         financial statements in conformity with generally accepted accounting
         principles. Actual results could differ from those estimates.

3.       The Partnership Agreement

         As of September 30, 1996, the Partnership has made cumulative cash
         distributions to the Limited Partners totaling $18,746,792. The unpaid
         cumulative preferred return at September 30, 1996, totaled $8,549,605
         ($280.47 to $274.62 per Unit).

         On October 31, 1996, the cumulative preferred return that was unpaid at
         September 30, 1996, was reduced by a cash distribution for the quarter
         ended September 30, 1996, totaling $384,958 or $12.51 per Unit to the
         Limited Partners and $7,856 to the General Partner.

4.       Mortgage Notes Payable

         Principal paydowns of the mortgage notes payable for the succeeding
         five years are as follows:

<TABLE>
<CAPTION>

                   Year Ending
                   December 31,                                  Amount
                   ------------                                  ------
                   <S>                                       <C>       
                   1996 (3 months)                           $   45,293
                   1997                                         194,854
                   1998                                         218,767
                   1999                                         245,657
                   2000                                         275,898
                   2001                                         309,913
</TABLE>




<PAGE>   7
                    NET 1 L.P. AND CONSOLIDATED PARTNERSHIPS
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




5.       Leases

         Minimum total annual future rental payments receivable under the
         noncancelable operating leases for the properties as of September 30,
         1996, follow:


<TABLE>
<CAPTION>

                Year Ending
                December 31,                                  Amount
                ------------                                  ------
                <S>                                      <C>        
                1996 (3 months)                          $   595,365
                1997                                       2,389,984
                1998                                       2,422,429
                1999                                       2,467,852
                2000                                       2,467,852
                2001                                       2,469,105
                Thereafter                                16,819,259
                                                          ----------


                                                       $  29,631,846
                                                       =============
</TABLE>

         The leases are triple net leases requiring the lessees to pay all
         taxes, insurance, maintenance, and all other similar charges and
         expenses relating to the properties and their use and occupancy.

6.       Related Party Transactions

         Leased Properties Management, Inc., an affiliate of the General
         Partner, is entitled to receive a fee for managing the Partnership's
         properties in the amount of 1% of gross annual rental receipts (or a
         greater amount in certain circumstances). As of September 30, 1996, a
         property management fee of $20,560 had been paid or accrued to Leased
         Properties Management, Inc.


7.       Subsequent Events

         On October 1, 1996, the Partnership entered into an agreement with
         Leased Properties Management, Inc. under which Leased Properties
         Management, Inc. assigned its responsibilities as management agent to
         Lexington Corporate Properties, Inc.  E. Robert Roskind is chairman
         of the board of directors of Lexington Corporate Properties, Inc.,
         and controls the LCP Group, L.P. with which Leased Properties
         Management, Inc. is affiliated.





<PAGE>   8





                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

As of September 30, 1996, the Partnership has made cumulative cash distributions
to the Limited Partners totaling $18,746,792. The unpaid cumulative preferred
return at September 30, 1996, totaled $8,549,605 (see note 3 of Notes to
Consolidated Financial Statements).

The Partnership attempts to maintain a working capital reserve in an amount
equal to 3% of the gross proceeds of its offering, an amount that is anticipated
to be sufficient to satisfy liquidity requirements. Liquidity could be adversely
affected by unanticipated costs, particularly costs relating to the vacancy of
properties, tenants experiencing financial difficulties, and greater than
anticipated operating expenses. To the extent that such working capital reserves
are insufficient to satisfy the cost requirements of the Partnership, additional
funds may be obtained through short-term or permanent loans or by reducing
distributions to limited partners.

There are no material restrictions (other than the debt service requirements
under the mortgage notes) upon the Partnership's present or future ability to
make distributions in accordance with the provisions of its Partnership
Agreement.

Results of Operations

The results of operations for the quarter and nine months ended September 30,
1996, (see Consolidated Statements of Income) are attributable to the
acquisition and operation of the twenty-three real property investments
purchased from 1988 to 1995, and interest earned on interest-bearing bank
investments.

Total revenues for the quarter and nine months ended September 30, 1996,
increased $115,218 and $567,033 from the same periods in 1995. Rental revenues
for the quarter and nine months ended September 30, 1996, increased $138,886 and
$689,737 from the same periods in 1995. The increases are primarily due to
rental revenues from properties acquired in the fourth quarter of 1995 and
percentage rents received in the first quarter of 1996. Interest and other
revenues for the quarter and nine months ended September 30, 1996, decreased
$23,668 and $122,704 from the same periods in 1995. The decreases are primarily
due to lower interest-bearing cash balances maintained in 1996.

Total expenses for the quarter ended September 30, 1996, did not materially
change from the same period in 1995. Total expenses for the nine months ended
September 30, 1996, increased $150,711 from the same period in 1995. The
increase is primarily due to interest expense and depreciation on properties
acquired (and the related mortgages assumed) in the fourth quarter of 1995,
offset by a decrease in general and administrative expenses. General and
administrative expenses for the quarter and nine months ended September 30,
1996, decreased $127,710 and $238,390 from the same periods in 1995. The
decreases are primarily due to state income taxes incurred in connection with
the sale of the Bloomingdale Property and appraisal expenses, both in 1995.

Net income for the quarter ended September 30, 1996, increased $114,300 from the
same period in 1995, primarily due to the increase in rental revenues discussed
above. Net income for the nine months ended September 30, 1996, increased
$741,001 from the same period in 1995, primarily due to the loss incurred on the
sale of the Bloomingdale Property in 1995 and the increase in rental revenues
discussed above.





<PAGE>   9


                           PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings - not applicable.

ITEM 2.  Changes in Securities - not applicable.

ITEM 3. Defaults under the Senior Securities - not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders - not applicable.

ITEM 5.  Other Information - not applicable.

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

                  (a)      Exhibits.

                           Exhibit No.               Exhibit
                                    27               Financial Data Schedule

                  (b)      Reports on form 8-K filed during the quarter ended
                           September 30, 1996.

                           None.


<PAGE>   10


                                   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.

                                        NET 1 L.P.

                                        By:   Lepercq Net 1 L.P.
                                              its general partner

                                        By:   Lepercq Net 1 Inc.
                                              its general partner


Date: November 7, 1996                  By:   /s/ E. Robert Roskind
                                              ----------------------
                                              E. Robert Roskind
                                              President