<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549-1004

                                   FORM 10-Q/A
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1994

 
     For the period ended                 September 30, 1996
                            ----------------------------------------------------

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
 
     For the to transition period from                     to
                                        -------------------  -------------------
     
     Commission File Number                               0-17611
                             ---------------------------------------------------

      FIRST CAPITAL GROWTH FUND - XIV, A REAL ESTATE LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
 
        Illinois                                               36-3552804
-------------------------------                      ---------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification No.)
                                                        
 
Two North Riverside Plaza, Suite 950, Chicago, Illinois           60606-2607
-------------------------------------------------------       ------------------
(Address of principal executive offices)                          (Zip Code)
 
                                     (312) 207-0020
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)
 
                                Not applicable
--------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
      last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X  No
                                        ---
                                        
DOCUMENTS INCORPORATED BY REFERENCE:

The First Amended and Restated Agreement of Limited Partnership filed as Exhibit
A to the definitive Prospectus dated December 8, 1988, included in the
Registrant's Registration Statement on Form S-11, is incorporated herein by
reference in Part I of this report.
<PAGE>
 
BALANCE SHEETS
(All dollars rounded to nearest 00s)
 
<TABLE>
<CAPTION>
                                               September 30,
                                                   1996      December 31,
                                                (Unaudited)      1995
-------------------------------------------------------------------------
<S>                                            <C>           <C>
ASSETS
Investment in commercial rental property:
 Land                                           $1,319,000    $1,319,000
 Building and improvements                       5,836,100     5,807,300
-------------------------------------------------------------------------
                                                 7,155,100     7,126,300
Accumulated depreciation and amortization       (1,174,100)     (987,500)
-------------------------------------------------------------------------
 Total investment property, net of accumulated
  depreciation and amortization                  5,981,000     6,138,800
Cash and cash equivalents                        1,788,600     2,364,800
Investments in debt securities                     489,700
Rents receivable                                    10,200         6,000
Other assets                                        17,400        26,000
-------------------------------------------------------------------------
                                                $8,286,900    $8,535,600
-------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
 Accrued real estate taxes                      $  400,000    $  550,500
 Distributions payable                             129,100       121,000
 Accounts payable and accrued expenses              61,300        97,300
 Due to Affiliates                                   7,200         4,200
 Security deposits                                  38,500        38,100
 Other liabilities                                   3,300        19,700
-------------------------------------------------------------------------
                                                   639,400       830,800
-------------------------------------------------------------------------
Partners' capital:
 General Partner                                   157,700       163,400
 Limited Partners (145,182 Units issued and
  outstanding)                                   7,489,800     7,541,400
-------------------------------------------------------------------------
                                                 7,647,500     7,704,800
-------------------------------------------------------------------------
                                                $8,286,900    $8,535,600
-------------------------------------------------------------------------
</TABLE>
 
STATEMENTS OF PARTNERS' CAPITAL
For the nine months ended September 30, 1996 (Unaudited) and the year ended
December 31, 1995
(All dollars rounded to nearest 00s)
 
<TABLE>
<CAPTION>
                                           General    Limited
                                           Partner    Partners     Total
----------------------------------------------------------------------------
<S>                                        <C>       <C>         <C>
Partners' capital, January 1, 1995         $202,800  $8,842,700  $9,045,500
Net income (loss) for the year ended
 December 31, 1995                            9,000    (865,800)   (856,800)
Distributions for the year ended December
 31, 1995                                   (48,400)   (435,500)   (483,900)
----------------------------------------------------------------------------
Partners' capital, December 31, 1995        163,400   7,541,400   7,704,800
Net income for the nine months ended
 September 30, 1996                          33,000     296,900     329,900
Distributions for the nine months ended
 September 30, 1996                         (38,700)   (348,500)   (387,200)
----------------------------------------------------------------------------
Partners' capital, September 30, 1996      $157,700  $7,489,800  $7,647,500
----------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements.
2
<PAGE>
 
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1996 and 1995
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
 
<TABLE>
<CAPTION>
                                            1996     1995
-----------------------------------------------------------
<S>                                       <C>      <C>
Income:
 Rental                                   $396,600 $388,600
 Interest                                   31,400   32,600
-----------------------------------------------------------
                                           428,000  421,200
-----------------------------------------------------------
Expenses:
 Depreciation and amortization              62,800   64,900
 Property operating:
  Affiliates                                23,700   40,000
  Nonaffiliates                             47,800   38,300
 Real estate taxes                          49,700  140,800
 Insurance--Affiliate                        3,200    4,900
 Repairs and maintenance                    41,700   45,100
 General and administrative:
  Affiliates                                 2,600    6,900
  Nonaffiliates                              9,900   13,800
-----------------------------------------------------------
                                           241,400  354,700
-----------------------------------------------------------
Net income                                $186,600 $ 66,500
-----------------------------------------------------------
Net income allocated to General Partner   $ 18,700 $  6,800
-----------------------------------------------------------
Net income allocated to Limited Partners  $167,900 $ 59,700
-----------------------------------------------------------
Net income allocated to Limited Partners
 per Unit (145,182 Units outstanding)     $   1.16 $   0.41
-----------------------------------------------------------
</TABLE>
 
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1996and 1995
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
 
<TABLE>
<CAPTION>
                                                      1996       1995
------------------------------------------------------------------------
<S>                                                <C>        <C>
Income:
 Rental                                            $1,178,900 $1,163,000
 Interest                                              90,000     96,100
------------------------------------------------------------------------
                                                    1,268,900  1,259,100
------------------------------------------------------------------------
Expenses:
 Depreciation and amortization                        186,600    191,200
 Property operating:
  Affiliates                                           70,000     80,200
  Nonaffiliates                                       123,400    111,100
 Real estate taxes                                    349,700    401,000
 Insurance--Affiliate                                   9,600     10,100
 Repairs and maintenance                              139,500    117,300
 General and administrative:
  Affiliates                                           16,500     15,500
  Nonaffiliates                                        43,700     61,400
------------------------------------------------------------------------
                                                      939,000    987,800
------------------------------------------------------------------------
Net income                                         $  329,900 $  271,300
------------------------------------------------------------------------
Net income allocated to General Partner            $   33,000 $   27,300
------------------------------------------------------------------------
Net income allocated to Limited Partners           $  296,900 $  244,000
------------------------------------------------------------------------
Net income allocated to Limited Partners per Unit
 (145,182 Units outstanding)                       $     2.05 $     1.68
------------------------------------------------------------------------
</TABLE>
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1996 and 1995
(Unaudited)
(All dollars rounded to nearest 00s)
 
<TABLE>
<CAPTION>
                                                          1996        1995
------------------------------------------------------------------------------
<S>                                                    <C>         <C>
Cash flows from operating activities:
 Net income                                            $  329,900  $  271,300
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                           186,600     191,200
  Changes in assets and liabilities:
   (Increase) decrease in rents receivable                 (4,200)     10,300
   Decrease in other assets                                 8,600       9,100
   (Decrease) increase in accrued real estate taxes      (150,500)    162,700
   (Decrease) in accounts payable and accrued expenses    (36,000)     (5,600)
   Increase in due to Affiliates                            3,000       4,600
   (Decrease) in other liabilities                        (16,400)    (17,300)
------------------------------------------------------------------------------
    Net cash provided by operating activities             321,000     626,300
------------------------------------------------------------------------------
Cash flows from investing activities:
 Payments for capital and tenant improvements             (28,800)   (106,400)
 (Increase) in investments in debt securities            (489,700)
------------------------------------------------------------------------------
    Net cash (used for) investing activities             (518,500)   (106,400)
------------------------------------------------------------------------------
Cash flows from financing activities:
 Distributions paid to Partners                          (379,100)   (325,900)
 Increase (decrease) in security deposits                     400      (8,000)
------------------------------------------------------------------------------
    Net cash (used for) financing activities             (378,700)   (333,900)
------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents     (576,200)    186,000
Cash and cash equivalents at the beginning of the
 period                                                 2,364,800   2,302,000
------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period     $1,788,600  $2,488,000
------------------------------------------------------------------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements.
                                                                               3
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1996
 
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
DEFINITION OF SPECIAL TERMS:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Agreement of Limited Partnership,
which is included in the Registration Statement and incorporated herein by
reference.
 
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles ("GAAP"). Under this method of accounting,
revenues are recorded when earned and expenses are recorded when incurred.
 
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
 
The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and nine months ended September 30, 1996, are not necessarily
indicative of the operating results for the year ending December 31, 1996.
 
The financial statements include the Partnership's 50% interest in a joint
venture with an Affiliated partnership. This joint venture was formed for the
purpose of acquiring a 100% interest in 1800 Sherman Office Building and is
operated under the common control of the General Partner and an Affiliate of
the General Partner. Accordingly, the Partnership's pro rata share of the
venture's revenues, expenses, assets, liabilities and Partners' capital is
included in the financial statements.
 
Commercial rental property held for investment is recorded at cost, net of any
provisions for value impairment, and depreciated (exclusive of amounts, if any,
allocated to land and value impairment) on the straight-line method over its
estimated useful life. Upon classifying a commercial rental property as held
for disposition, no further depreciation or amortization of the property is
provided for in the financial statements. Lease acquisition fees are recorded
at cost and amortized on a straight-line method over the life of each
respective lease. Repair and maintenance costs are expensed as incurred;
expenditures for improvements are capitalized and depreciated on the straight-
line method over the estimated life of the improvements.
 
During the first quarter of 1996, the Partnership adopted Financial Accounting
Standards Board Statement No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" (the "Standard"). The
Standard established guidance for determining if the value of defined assets is
impaired, and if so, how impairment losses should be measured and reported in
the financial statements. The Standard also addressed the accounting for long-
lived assets that are expected to be disposed of. The adoption of the Standard
did not have a material effect on the Partnership's financial statements.
 
Cash equivalents are considered all highly liquid investments with an original
maturity of three months or less when purchased.
 
Investments in debt securities are comprised of obligations of the United
States government totaling $489,700 and are classified as held-to-maturity.
These investments are carried at their amortized cost basis in the financial
statements which approximated fair market value. All of these securities had a
maturity of less than one year when purchased.
 
Certain reclassifications have been made to the previously reported 1995
statements in order to provide comparability with the 1996 statements. These
reclassifications had no effect on net income or Partners' capital.
 
Reference is made to the Partnership's annual report for the year ended
December 31, 1995, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' capital and changes in cash balances for the
year then ended. The details provided in the notes thereto have not changed
except as a result of normal transactions in the interim or as otherwise
disclosed herein.
 
 
2. RELATED PARTY TRANSACTIONS:
 
In accordance with the Partnership Agreement, commencing with the fiscal
quarter in which the Minimum Subscription Closing Date occurred (the quarter
ended March 31, 1989), distributable Cash Flow (as defined in the Partnership
Agreement), if any, is distributed 90% to the Limited Partners and 10% to the
General Partner. For the quarter and nine months ended September 30, 1996, the
General Partner was entitled to distributable Cash Flow (as defined in the
Partnership Agreement) of $12,900 and $38,700, respectively.
 
In accordance with the Partnership Agreement, Losses (exclusive of Losses from
a Major Capital Event) are allocated 1% to the General Partner and 99% to the
Limited Partners as a group. Losses from a Major Capital Event, including any
provisions for value impairment, are allocated prior to giving effect to any
distribution of Sale or Refinancing Proceeds from such Major Capital Event:
first, to the General Partner and Limited Partners with positive balances in
their Capital Accounts, in proportion to and to the extent of such positive
balances; and second, the balance, if any, 1% to the General Partner and 99% to
the Limited Partners as a group. Profits (exclusive of Profits from a Major
Capital Event) are allocated: first, in accordance with the ratio in which Cash
Flow (as defined in the Partnership Agreement) was distributable among the
Partners for such fiscal year, to the extent of such Cash Flow (as defined in
the Partnership Agreement), provided, however, that if the Partnership makes no
distributions of Cash Flow (as defined in the Partnership Agreement) for such
fiscal year, then such Profits are allocated 1% to the General Partner and 99%
to the Limited Partners as a group; and second, the balance, if any, 1% to the
General Partner and 99% to the Limited Partners as a group. Profits from a
Major Capital Event are allocated prior to giving effect to any distribution of
Sale or Refinancing Proceeds from such Major Capital Event: first, to the
General Partner and Limited Partners with negative balances in their Capital
Accounts, in proportion to and to the extent of such negative balances; second,
in proportion to and to the extent of the amounts, if any, necessary to make
the positive balance in the Capital Account of each Limited Partner equal to
the Capital Investment of such Limited Partner; third, in proportion to and to
the extent of the amounts, if any, necessary to make the positive balance in
the Capital Account of each Limited Partner equal to the Capital Investment of
such Limited Partner, plus an amount equal to a cumulative, simple return of 6%
per annum on the Capital Investment from time to time of such Limited Partner
from the date on which the investment in the Partnership was made (less amounts
previously returned by way of Cash Flow (as defined in the Partnership
Agreement) and Sale or Refinancing Proceeds in payment of said cumulative
return); and fourth, any remaining Profits are allocated 17% to the General
Partner and 83% to the Limited Partners as a group. Notwithstanding anything to
the contrary, the interest of the General Partner in each material item of
Partnership income, gain, loss, deduction or credit will be equal to at least
1% of each such item at all times during the existence of the Partnership. For
the quarter and nine months ended September 30, 1996, the General Partner was
allocated Profits of $18,700 and $33,000, respectively.
 
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and nine months ended September 30, 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                        Paid
                                                 -------------------
                                                 Quarter Nine Months Payable
----------------------------------------------------------------------------
<S>                                              <C>     <C>         <C>
Property management and leasing fees             $24,400   $67,500   $1,900
Reimbursement of propety insurance premiums, at
 cost                                              3,200     9,600     None
Reimbursement of expenses, at cost:
 --Accounting                                      2,100     9,300    3,600
 --Investor communication                          1,100     5,600    1,700
 --Legal                                             600     1,000     None
----------------------------------------------------------------------------
                                                 $31,400   $93,000   $7,200
----------------------------------------------------------------------------
</TABLE>
 
On-site property management for the Partnership's property is provided by an
Affiliate of the General Partner for fees ranging from 3% to 6% of gross rents
received by the property.
 
4
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Reference is made to the Partnership's annual report for the year ended
December 31, 1995 for a discussion of the Partnership's business.
 
OPERATIONS
The table below is a recap of the Partnership's share of certain operating
results of its remaining property, 1800 Sherman Office Building ("1800
Sherman"), for the quarters and nine months ended September 30, 1996 and 1995.
The discussion following the table should be read in conjunction with the
financial statements and notes thereto appearing in this report.
 
<TABLE>
<CAPTION>
                        Comparative Operating Results (a)
                     For the Quarters   For the Nine Months
                           Ended               Ended
                     9/30/96  9/30/95   9/30/96    9/30/95
------------------------------------------------------------
<S>                  <C>      <C>      <C>        <C>
Rental revenues      $396,600 $396,300 $1,178,900 $1,170,700
------------------------------------------------------------
Property net income  $168,100 $ 65,200 $  301,100 $  264,300
------------------------------------------------------------
Average occupancy         94%      97%        95%        98%
------------------------------------------------------------
</TABLE>
(a) Excludes certain income and expense items which are not directly related to
    individual property operating results such as interest income and general
    and administrative expenses or are related to properties previously owned
    by the Partnership.
 
Unless otherwise disclosed, discussions of fluctuations between 1996 and 1995
refer to both the quarters and nine months ended September 30, 1996 and 1995.
 
Net income increased $120,100 and $58,600 for the quarter and nine months ended
September 30, 1996 when compared to the quarter and nine months ended September
30, 1995, respectively. The increases in net income were primarily the result
of decreases in real estate tax and general and administrative expenses and an
increase in rental revenues. The decrease in general and administrative
expenses was the result of a reduction in the costs associated with printing
and mailing. Partially offsetting the increase in net income for the periods
under comparison was an increase in repair and maintenance expenses.
 
Rental revenues increased $8,000 or 2% and $15,900 or 1% for the quarter and
nine months ended September 1996, respectively, when compared to the quarter
and nine months ended September 30, 1995. The increases were primarily the
result of an increase in escalation income due to an increase in 1996 in
expenses that are reimbursable by the tenants. The increases were partially
offset by a decrease in base rental revenues which was the result of a lower
average occupancy rate at 1800 Sherman.
 
Real estate tax expense decreased $91,100 and $51,300, respectively, for the
quarterly and nine-month periods under comparison. These decreases were
primarily due to the successful appeal for a reduction of the assessed value of
1800 Sherman for the 1995 tax year.
 
Property operating expenses decreased $6,800 for the quarter ended September
30, 1996 when compared to the quarter ended September 30, 1995. The decrease
was primarily the result of decreases in utilities and personnel costs.
Property operating expenses remained relatively stable for the nine-month
periods under comparison.
 
Repairs and maintenance expenses increased by $22,200 for the nine months ended
September 30, 1996 when compared to the nine months ended September 30, 1995.
The increase was primarily due to increased costs resulting from hiring a more
thorough and dependable contractor for the cleaning of the building. In
addition, snow fall in 1996 was significantly higher than in 1995 resulting in
an increase in snow removal costs. Repair and maintenance expenses remained
relatively stable for the quarterly periods under comparison.
 
To maintain the occupancy level at 1800 Sherman, the General Partner, through
its Affiliated asset and property management group, continues to take the
following actions: 1) implementation of marketing programs, including hiring of
third-party leasing agents or providing on-site leasing personnel, advertising,
direct mail campaigns and development of building brochures; 2) early renewal
of existing tenant's leases and addressing any expansion needs these tenants
may have; 3) promotion of local broker events and networking with local
brokers; 4) cold-calling other businesses and tenants in the market area; and
5) providing rental concessions or competitively pricing rental rates depending
on market conditions.
 
LIQUIDITY AND CAPITAL RESOURCES
One of the Partnership's objectives is to dispose of its property when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its remaining
property. Notwithstanding the Partnership's intention relative to the sale of
its property, another primary objective of the Partnership is to provide cash
distributions to Partners from Partnership operations. To the extent cash
distributions exceed net income, such excess distributions will be treated as a
return of capital. Cash Flow (as defined in the Partnership
Agreement) is generally not equal to net income or cash flows as defined by
generally accepted accounting principles ("GAAP"), since certain items are
treated differently under the Partnership Agreement than under GAAP. Management
believes that to facilitate a clear understanding of the Partnership's
operations, an analysis of Cash Flow (as defined in the Partnership Agreement)
should be examined in conjunction with an analysis of net income or cash flows
as defined by GAAP. The following table includes a reconciliation of Cash Flow
(as defined in the Partnership Agreement) to cash flows provided by operating
activities as defined by GAAP. Such amounts are not indicative of actual
distributions to Partners and should not be considered as an alternative to the
results disclosed in the Statements of Income and Expenses and Cash Flow.
 
<TABLE>
<CAPTION>
                                                      Comparative Cash
                                                        Flow Results
                                                     For the Nine Months
                                                            Ended
                                                      9/30/96    9/30/95
--------------------------------------------------------------------------
<S>                                                  <C>        <C>
Cash Flow (as defined in the Partnership Agreement)  $ 516,500  $ 462,500
Items of reconciliation:
 Decrease in current assets                              4,400     19,400
 (Decrease) increase in current liabilities           (199,900)   144,400
--------------------------------------------------------------------------
Net cash provided by operating activities            $ 321,000  $ 626,300
--------------------------------------------------------------------------
Net cash (used for) investing activities             $(518,500) $(106,400)
--------------------------------------------------------------------------
Net cash (used for) financing activities             $(378,700) $(333,900)
--------------------------------------------------------------------------
</TABLE>
 
The increase in Cash Flow (as defined in the Partnership Agreement) of $54,000
for the nine months ended September 30, 1996 when compared to the nine months
ended September 30, 1995 was primarily due to improved operating results,
exclusive of depreciation and amortization, at 1800 Sherman.
 
The decrease in the Partnership's cash position of $576,200 was primarily the
result of investments in debt securities, distributions paid to Partners and
expenditures for capital and tenant improvements exceeding net cash provided by
operating activities.
 
The decrease in net cash provided by operating activities of $305,300 for the
nine months ended September 30, 1996 when compared to the nine months ended
September 30, 1995 was primarily the result of a the timing of the payment of
real estate taxes paid on 1800 Sherman. During the 1995 period the Partnership
paid one of two installments on its real estate taxes, while during the
comparable period of 1996 both installments were paid. The second installment
of the real estate taxes payable in 1995 were paid during the fourth quarter of
1995.
 
Net cash used for investing activities increased $412,100 for the nine months
ended September 30, 1996 when compared to September 30, 1995. The increase was
primarily the result of an increase in investments in debt securities.
Partially offsetting the increase was a decrease in expenditures for capital
and tenant improvement and leasing costs. For the nine months ended September
30, 1996, the Partnership spent $28,800 for capital and tenant improvement and
leasing costs and has budgeted to spend approximately $15,000 during the
remainder of 1996. The General Partner believes these improvements and leasing
costs are necessary in order to increase and/or maintain occupancy in a very
competitive market and to maximize rental rates charged to new and renewing
tenants.
 
The increase in net cash used for financing activities of $44,800 for the nine-
month periods under comparison was primarily the result of an increase in
distributions paid to Partners.
 
The General Partner continues to take a conservative approach to projections of
future rental income and to maintain higher levels of cash reserves due to the
anticipated capital and tenant improvement and leasing costs necessary to be
made to the Partnership's property during the next several years. As a result,
cash continues to be retained to supplement working capital reserves. Cash Flow
(as defined in the Partnership Agreement) retained to supplement working
capital reserves approximated $129,300 for the nine months ended September 30,
1996.
 
Distributions to Limited Partners for the quarter ended September 30, 1996 were
declared in the amount of $116,200 or $0.80 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter. The amount of future
distributions to Partners will ultimately be dependent upon the performance of
1800 Sherman as well as the General Partner's determination of the amount of
cash necessary to supplement working capital reserves. Accordingly, there can
be no assurance as to the amounts and/or availability of future cash for
distributions to Partners.
 
Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected operating results and capital
expenditure requirements, the General Partner believes that the Partnership's
cumulative distributions to its Limited Partners from inception through the
termination of the Partnership will be less than such Limited Partners'
Original Capital Contribution.
 
5
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
 
<TABLE>
<CAPTION>
                                                      Comparative Cash
                                                        Flow Results
                                                     For the Nine Months
                                                            Ended
                                                      9/30/96    9/30/95
--------------------------------------------------------------------------
<S>                                                  <C>        <C>
Cash Flow (as defined in the Partnership Agreement)  $ 516,500  $ 462,500
Items of reconciliation:
Decrease in current assets                               4,400     19,400
(Decrease) increase in current liabilities            (199,900)   144,400
--------------------------------------------------------------------------
Net cash provided by operating activities            $ 321,000  $ 626,300
--------------------------------------------------------------------------
Net cash (used for) investing activities             $(518,500) $(106,400)
--------------------------------------------------------------------------
Net cash (used for) financing activities             $(378,700) $(333,900)
--------------------------------------------------------------------------
</TABLE>
 
The increase in Cash Flow (as defined in the Partnership Agreement) of $54,000
for the nine months ended September 30, 1996 when compared to the nine months
ended September 30, 1995 was primarily due to improved operating results,
exclusive of depreciation and amortization, at 1800 Sherman.
 
The decrease in the Partnership's cash position of $576,200 was primarily the
result of investments in debt securities, distributions paid to Partners and
expenditures for capital and tenant improvements exceeding net cash provided by
operating activities.
 
The decrease in net cash provided by operating activities of $305,300 for the
nine months ended September 30, 1996 when compared to the nine months ended
September 30, 1995 was primarily the result of the timing of the payment of
real estate taxes paid on 1800 Sherman. During the 1995 period the Partnership
paid one of two installments on its real estate taxes, while during the
comparable period of 1996 both installments were paid. The second installment
of the real estate taxes payable in 1995 was paid during the fourth quarter of
1995.
 
Net cash used for investing activities increased $412,100 for the nine months
ended September 30, 1996 when compared to September 30, 1995. The increase was
primarily the result of an increase in investments in debt securities.
Partially offsetting the increase was a decrease in expenditures for capital
and tenant improvement and leasing costs. For the nine months ended September
30, 1996, the Partnership spent $28,800 for capital and tenant improvements and
leasing costs and has projected to spend approximately $15,000 during the
remainder of 1996. The General Partner believes these improvements and leasing
costs are necessary in order to increase and/or maintain occupancy in a very
competitive market and to maximize rental rates charged to new and renewing
tenants.
 
The increase in net cash used for financing activities of $44,800 for the nine-
month periods under comparison was primarily the result of an increase in
distributions paid to Partners.
 
The General Partner continues to take a conservative approach to projections of
future rental income and to maintain higher levels of cash reserves due to the
anticipated capital and tenant improvements and leasing costs necessary to be
made to the Partnership's property during the next several years. As a result,
cash continues to be retained to supplement working capital reserves. Cash Flow
(as defined in the Partnership Agreement) retained to supplement working
capital reserves approximated $129,300 for the nine months ended September 30,
1996.
 
Distributions to Limited Partners for the quarter ended September 30, 1996 were
declared in the amount of $116,200 or $0.80 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter. The amount of future
distributions to Partners will ultimately be dependent upon the performance of
1800 Sherman as well as the General Partner's determination of the amount of
cash necessary to supplement working capital reserves. Accordingly, there can
be no assurance as to the amounts of future cash for distributions to Partners.
 
Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected operating results and capital
expenditure requirements, the General Partner believes that the Partnership's
cumulative distributions to its Limited Partners from inception through the
termination of the Partnership will be less than such Limited Partners'
Original Capital Contribution.
 
                                                                               6
<PAGE>
 
                          PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
-----------------------------------------

        (a) Exhibits:  None

        (b) Reports on Form 8-K:

        There were no reports filed on Form 8-K during
        the quarter ended September 30, 1996.
<PAGE>
 
                                  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.

                                 FIRST CAPITAL GROWTH FUND - XIV,
                                 A REAL ESTATE LIMITED PARTNERSHIP

                                 By: FIRST CAPITAL FUND XIV, INC.
                                     GENERAL PARTNER

Date:  November 13, 1996         By: /s/  DOUGLAS CROCKER II
       -----------------             -----------------------
                                          DOUGLAS CROCKER II
                                     President and Chief Executive Officer

Date:  November 13, 1996         By: /s/     NORMAN M. FIELD
       -----------------             -----------------------
                                             NORMAN M. FIELD
                                     Vice President - Finance and Treasurer