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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


`UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1996

OR

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to

Commission file number 000-16698

Brown-Benchmark Properties Limited Partnership
(Exact Name of Registrant as Specified in its Charter)

Delaware 31-1209608
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

None

Securities registered pursuant to section 12(g) of the Act:

Assignee Units of Limited Partnership Interests
(Title of class)

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

As of December 31, 1996, there were 499,600 Units of Assignee Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.

Documents Incorporated by Reference


The Annual Report for 1996 is incorporated by reference.








BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


INDEX





Page (s)
Part I



Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote
of Security Holders 4


Part II

Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 7


Part III

Item 10. Directors and Executive Officers of Registrant 8-9
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial Owners
and Management 10
Item 13. Certain Relationships and Related Transactions 10


Part IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 11-13


Signatures 14






BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



PART I



Item 1. Business

Brown-Benchmark Properties Limited Partnership (the "Partnership") is a
Delaware limited partnership formed on June 1, 1987. The Partnership was formed
to develop and operate three residential multifamily communities ("Properties")
in Ohio. See Item 2, Properties, herein. The offering proceeds raised from the
sale of the Assignee Units (the "Units") and moderate leverage enabled the
Partnership to acquire the land and develop the three Properties. Construction
was completed at all three Properties by September of 1989.

The Partnership's objectives are to (i) preserve and protect
Unitholders' capital; (ii) obtain capital appreciation through increases in the
value of the Properties; and (iii) provide quarterly cash distributions to
Unitholders, a portion of which may be sheltered from taxation, from income
generated by the Properties's rental income.

The General Partners of the Partnership are Brown-Benchmark AGP, Inc.,
a Maryland corporation (the "Administrative General Partner"), and Benchmark
Equities, Inc., an Ohio corporation (the "Development General Partner").

Pursuant to the Registration Statement, a minimum of 320,000 Units and
a maximum of 500,000 Units were registered under the Securities and Exchange Act
of 1933, as amended. On February 19, 1988, the minimum offering of $8,000,000
was subscribed and investors holding 320,000 Units were recognized on the books
of the Partnership, and on March 23, 1988, the Partnership completed the maximum
offering of $12,500,000 with the recognition on the books of the Partnership of
investors purchasing the remaining 180,000 Units.

Each of the Partnership's three Properties was constructed by an
affiliate of the Development General Partner under the terms of a guaranteed
fixed-price development agreement. The Partnership's investment in real estate
at December 31, 1996 was $24,445,462 before depreciation charges, of which
approximately 60% was funded by permanent loans.

The Partnership's residential apartment communities face competition
with similar properties in their locations. The competition is based on the
proximity of the Properties to area employers and commercial and retail
facilities. In addition, consideration has been given to the comparability of
quality, amenities, rental rates and unit sizes. The Partnership's annual report
discusses operations and current leasing information at the properties and is
incorporated by reference in Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K, herein.

Pursuant to the terms of a Property Management Agreement with the
Partnership, each of the Properties is managed by Benchmark Properties, Inc.,
the Property Manager. The Property Management Agreements are renewable on a
year-to-year basis and may be terminated by the Partnership upon 60 days notice
without cause. The Property Manager receives a Property Management Fee of 4.5%
of gross monthly operating revenues of each Property. Under the terms of the
Property Management Agreements, the Property Manager is responsible for
performing, or paying others to perform on its behalf, all leasing-related and
other property management services for the Properties. The management and
administration of the Partnership is performed by the General Partners or an
affiliate thereof. See Note 5, "Related Party Transactions," in Item 8.
Financial Statements and Supplementary Data, herein.



-3-




BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



Item 2. Properties

The Partnership owns land and improvements as described below:


Name and Location

Woodhills
West Carrollton,
Montgomery Co.
Ohio


Oakbrook
Reynoldsburg,
Franklin, Ohio


Deerfield
Union Township
(Greater Cincinnati
area)
Clermont County,
Ohio



Description of Properties

Approximately 15 acres as a 186- unit multifamily community, consisting of 12
one-story villas, 54 two-story town-houses, 5 three-story garden-style buildings
containing 120 units, a swimming pool, volleyball court, and a clubhouse.

Approximately 22 acres as a 181- unit multifamily community, consisting of 20
one-story villas, 81 two-story townhouses, 5 two-story garden-style buildings
containing 80 units, a swimming pool, volleyball court and a clubhouse.

Approximately 19 acres as a 223-
unit multifamily community,
consisting of 32 one- and two-
story apartment buildings, a
swimming pool, volleyball court
and a clubhouse.

Gross Investment
in Property

$7,529,007


$7,444,410


$9,472,045


1996
Rental Income

$1,152,226


$1,150,988


$1,426,445

For additional information on the Properties, reference is made to Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, herein.


Item 3. Legal Proceedings

The Partnership is not subject to any material pending legal
proceedings.


Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to the security holders for a vote
during the last quarter of the fiscal year covered by this report.


-4-



BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

PART II


Item 5. Market for Registrant's Common Equity and Related Partner Matters

An established public trading market for the Units does not exist and
the Partnership does not anticipate that a public market will develop. Transfer
of Units by an investor and purchase of Units by the Partnership may be
accommodated under certain terms and conditions. The Partnership Agreement
imposes certain limitations on the transfer of Units and may restrict, delay or
prohibit a transfer primarily if:

o the transfer of Units would result in 50% or more of all Units
having been transferred by assignment or otherwise within a
12-month period;

o such a transfer would be a violation of any federal or state
securities laws that may cause the Partnership to be classified
other than as a partnership for federal income tax purposes;

o such transfers would cause the Partnership to be treated as a
"publicly traded partnership" under Securities 7704 and 469(k) of
the Internal Revenue Code; and

o the transfer of Units would cause a technical termination of the
Partnership within meaning of Section 708(b)(1)(A) of the Internal
Revenue Code.

As of December 31, 1996, there were 534 holders of 500,000 Units of the
registrant. See Item 12, Security Ownership of Certain Beneficial Owners and
Management, herein.

Distributions of cash to the investors during the year ended December
31, 1996 were $510,243 of which 98% was allocated to Unitholders and 2% to the
General Partners. Annual distributions of cash to investors during the four year
period ended December 31, 1995 were $446,464, of which 98% was allocated to
Unitholders and 2% to the General Partners. See Item 8, Financial Statements and
Supplementary Data, herein.


Item 6. Selected Financial Data

Revenues and net loss information furnished below is for the five years
ended December 31, 1996:


1996 1995 1994 1993 1992


Rental income $ 3,729,659 $ 3,597,317 $ 3,492,459 $ 3,394,416 $ 3,368,031
Net loss (204,011) (277,337) (379,539) (388,777) (420,061)
Net loss
per Unit (.40) (.54) (.74) (.76) (.82)

Total assets 16,735,683 17,589,969 18,497,552 19,488,483 20,397,238
Long-term
debt 14,202,270 14,387,506 14,556,855 14,711,682 14,853,229

Partners'
capital 1,889,913 2,604,167 3,327,968 4,153,971 4,989,21

Cash distribution
paid per Unit
from operations 1.00 .88 .88 .88 .88


The above selected financial data should be read in conjunction with
the financial statements and accompanying notes in Item 8, Financial Statements
and Supplementary Data, herein.

-5-



BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Liquidity and Capital Resources

The Partnership's liquidity is largely dependent on its ability to
maintain reasonably high occupancy levels, achieve rental rate increases as the
respective markets allow and control operating expenses. The Partnership
currently has sufficient liquid assets from its rental revenues to satisfy its
anticipated operating expenditures and debt service obligations.

In 1994 the Properties generated cash flow which yielded 3.5% on
invested capital and the payout to the investors remained constant at 3.5% in
all four quarters of 1994. Operating cash flow generated through the first half
of 1995 was sufficient to maintain this distribution level while funding the
final exterior painting costs, approximately $67,000. During the second half of
1995, operating cash flow increased, generating an annualized yield on invested
capital of approximately 5.25%. As a result, the Properties' 1995 total overall
cash flow represented a yield of approximately 4.2% on invested capital. Due to
this improved operating trend, the General Partners increased the fourth
quarter, 1995 distribution rate to 4.0%. In 1996, the Properties generated cash
flow which yielded 4.35% on invested capital and the General Partners maintained
a 4.0% payout to investors in 1996. The fourth quarter 1996 distribution to
partners was made on February 12, 1997. Preliminary review of next years'
operating budget suggests Partnership cash flow should produce a yield of
approximately 6% on invested capital. The General Partners will review
Partnership reserves and working capital requirements with respect to
distribution levels during 1997 and expect a 4% distribution rate to remain in
place through the first half of the year before increasing in the second half of
the year.

The General Partners have a commitment to refinance the first mortgage
loans on all three properties effective June 1, 1997. The amount of the new
loans will be sufficient to retire the existing loans, pay the costs and fees
associated with the refinancing, and generate approximately $200,000 in excess
proceeds. The interest rate on the new loans will be 7.7%. As a result of the
refinancing, the annual debt service payments of all three properties will
decrease by a total of approximately $164,000. The General Partners intend to
use the excess proceeds from the refinancing to perform capital improvements in
1997 and 1998. The Partnership does not anticipate any other significant capital
improvements or repair costs in 1997 that might adversely impact upon its
liquidity. The Properties remain in good condition.

Results of Operations

Rental revenues increased $132,342, or 3.7%, for the year ended
December 31, 1996 as compared to the year ended December 31, 1995. This increase
resulted from higher rental revenues at each of the three communities.
Collectively, the Properties' aggregate occupancy level of 93% in 1996 was
virtually unchanged from the 1995 average of 93.3%. Rental rates increased on
unit types at each property as the respective markets allowed. The average
rental rate for the portfolio increased from $538 in 1995 to $561 in 1996,
representing an increase of 4.3%.

Rental revenues increased $104,858, or 3.0% for the year ended December
31, 1995 as compared to the year ended December 31, 1994. This increase resulted
from higher rental revenues at each of the three communities. The Properties
averaged a 93.3% aggregate occupancy level during 1995, approximately 1% higher
than the 1994 average of 92.4%. Rental rates increased marginally on selected
unit types at each property. The average rental rate for the portfolio increased
from $524 in 1994 to $538 in 1995, representing an increase of 2.7%.

Management was again diligent in its efforts to control operating
expenditures at each of the three communities. Total operating expenses,
excluding interest charges, depreciation and amortization costs, increased by
4.0% in 1996 compared to 1995. The majority of the increase was due to higher
maintenance and repair expenses because of more apartment turnovers in 1996.
Controllable operating expenses for the communities remained stable. Operating
expenses, excluding interest charges, depreciation and amortization costs, rose
less than 1.0% from 1994 to 1995.

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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


Results of Operations (continued)

Due to the larger increase in rental revenues versus expenses
(excluding interest charges, depreciation and amortization costs) during 1996,
the net operating income of the Properties increased $70,515, or approximately
3.4%, when compared to 1995 and $96,809, or approximately 4.9%, when comparing
1995 to 1994.

Capital improvements during 1996 totaled $117,569 and consisted
primarily of replacement of carpets, vinyl flooring, compressors and
approximately $25,000 of roof repairs at the Woodhills property. Similar
improvements to the properties during 1995 were $73,397 and in 1994 were
$70,164. The General Partners are formulating a capital improvement program for
use of the $200,000 of excess refinancing proceeds in 1997 and 1998.

Payments of principal and interest on the permanent loan were
$1,476,045 during 1996 and $1,472,593 in 1995 and 1994 and included principal
reductions of $185,236, $169,349 and $154,827 respectively.

The average occupancy level experienced at the Oakbrook property in
Columbus, Ohio, has remained very stable and was 95% in 1996, 96% in 1995 and
95% in 1994. The average rental rates increased from $524 in 1995 to $551 in
1996. As a result of the increase in rental rates, revenues received at the
property during 1996 increased $29,664 when compared to 1995. While the Columbus
rental market remains competitive, our excellent location and curb appeal should
assist management in maintaining high occupancy levels throughout 1997. In
addition to maintaining cost controls, management's focus in 1997 will be to
achieve a 3% rental rate increase and to maintain occupancy at or above 95%.

At the Woodhills property in Dayton, Ohio, the average occupancy level
in 1996 was 92%, 1.0% higher than during 1995 and 3.0% higher than 1994. In
addition, rental rates at the community increased from $528 in 1995 to $552 in
1996. As a result of the increase in occupancy and rental rates, revenues
increased $61,888. While the rental market surrounding the property remains
competitive, management is optimistic that the positive trends in occupancy can
be maintained. Preliminary review of the 1997 operating budget suggests
occupancy levels will increase slightly to 93%.

Deerfield, our Cincinnati, Ohio property, experienced a slight decrease
in its annual average occupancy level in 1996 which was 92% compared to 94% in
1995 and 93% in 1994. However, the effective rental rates at the property
increased from $547 in 1995 to $576 in 1996. Revenues, as a result, increased
$40,792 during 1996 when compared to 1995. Management's goal in 1997 is to
increase average occupancy to 95% while implementing rental rate increases of
approximately 2.5%.


Item 8. Financial Statements and Supplementary Data

The financial statements, included on pages 5 through 15 of the 1996
Annual Report are incorporated herein by reference.


Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


PART III

Item 10. Directors and Executive Officers of the Registrant

The General Partners of the Partnership are Brown-Benchmark AGP, Inc.,
the Administrative General Partner, and Benchmark Equities, Inc., the
Development General Partner. The Partnership's principal executive offices are
located at 225 East Redwood Street, Baltimore, Maryland 21202, telephone (410)
727-4083. The General Partners have primary responsibility for overseeing the
performance of those who contract with the Partnership, as well as making
decisions with respect to the financing, sale and liquidation of the
Partnership's assets. The General Partners are responsible for all reports to
and communications with investors and others, all distributions and allocations
to investors, the administration of the Partnership's business and all filings
with the Securities and Exchange Commission and other federal or state
regulatory authorities. The Partnership's limited partnership agreement provides
for the removal of a General Partner and the election of successor general
partners by investors holding a majority of the Units.

The directors and executive officers of the Partnership are as follows:

The Development General Partner

Benchmark Equities, Inc., the Development General Partner, is an Ohio
corporation. Affiliated companies of the Development General Partner include its
parent, Benchmark Communities, Inc., formerly known as "Vindale Corporation,"
which was organized in 1946, and since 1978 has concentrated on the development,
construction and marketing of residential developments, Benchmark Homes, Inc.,
the general contractor for the properties and Benchmark Properties, Inc., the
property manager at the properties.

The Development General Partner and its Affiliates were engaged in all
aspects of the building and real estate development process, including
manufacturing the industrialized housing components in their plant, developing
the site, constructing the components on-site, landscaping and paving the site,
marketing the completed housing units and financing.

The following individuals are the directors and principal officers of
Benchmark Equities, Inc.:

Daniel P. Riedel, age 57, has been the Chairman, President and Director of
Benchmark Equities, Inc. since its inception in 1987. His responsibilities
include administration, marketing, finance and planning. His background includes
28 years in manufacturing, land development and marketing. Mr. Riedel has been
an officer or director of Benchmark Communities, Inc. for 22 years and has held
management positions for his entire 32 year career with Benchmark Communities,
Inc. He graduated Cum Laude from Michigan State University in 1961, majoring in
Industrial Management.

Edward L. Patch, age 42, has been the Treasurer, Secretary and Director of
Benchmark Equities, Inc. and Vice President of Operations and Treasurer of
Benchmark Communities, Inc. since 1990. His responsibilities include finance and
operations. He was President of Benchmark Capital from 1989 to 1990. Prior to
joining Benchmark Capital, Mr. Patch was Treasurer of Oberer Development Co.
Enterprises from 1985 to 1989, Treasurer of C. H. Huber Enterprises from 1981 to
1985 and the Controller of the W. B. Marvin Manufacturing Co. Mr. Patch
graduated from Wright State University with a degree in Business Administration
and is a Certified Public Accountant.

The Administrative General Partner

Brown-Benchmark AGP, Inc., the Administrative General Partner, is a
Maryland corporation and is wholly owned by Alex. Brown Realty, Inc. The
Administrative General Partner is responsible for administering the business of
the Partnership including providing clerical services, investor communications
services and reports, and for making all reports and filings to regulatory
authorities. The Administrative General Partner is reimbursed for such services
to the Partnership on a cost basis.

-8-


BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP

Item 10. Directors and Executive Officers of the Registrant (continued)

The Administrative General Partner (continued)

The following individuals are the directors and principal officers of
Brown-Benchmark AGP, Inc.:

John M. Prugh, age 48, has been a Director and President of the
Administrative General Partner since 1987 and of Alex. Brown Realty, Inc. and
Armata Financial Corp. since 1984. Mr. Prugh graduated from Gettysburg College
in 1970, and was designated a Certified Property Manager by the Institute of
Real Estate Management in 1979. He has worked in property management for H. G.
Smithy Co., in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland.
Since 1977, Mr. Prugh has been involved in managing, administering, developing
and selling real estate investment projects sponsored by Alex. Brown Realty,
Inc. and its subsidiaries.

Peter E. Bancroft, age 44, has been the Director and Vice President of the
Administrative General Partner since its inception in 1987. He has also been a
Senior Vice President of Alex. Brown Realty, Inc. and Armata Financial Corp.
since 1983. Mr. Bancroft graduated from Amherst College in 1974, attended the
University of Edinburgh, and received a J.D. degree from the University of
Virginia School of Law in 1979. Prior to joining Alex. Brown Realty, Inc. in
1983, Mr. Bancroft held legal positions with Venable, Baetjer and Howard and T.
Rowe Price Associates, Inc.

Terry F. Hall, age 50, has been the Secretary of the Administrative General
Partner and a Vice President and Secretary of, and Legal Counsel for, Alex.
Brown Realty, Inc. since 1989. Mr. Hall graduated from the University of
Nebraska-Lincoln in 1968, and received a J.D. degree from the University of
Pennsylvania Law School in 1973. Prior to joining Alex. Brown Realty, Inc. in
1989, Mr. Hall was a Partner at the law firm of Venable, Baetjer and Howard from
1981 to 1986 and an associate at the same firm from 1973 to 1981.

Timothy M. Gisriel, age 40, has been the Treasurer of the Administrative
General Partner and of Alex. Brown Realty, Inc. and Armata Financial Corp. since
1990. He was Controller of Alex. Brown Realty, Inc. and Armata Financial Corp.
from 1984 through 1990. Mr. Gisriel graduated from Loyola College in 1978 and
received his Masters of Business Administration degree from the Robert G.
Merrick School of Business, University of Baltimore. Prior to joining Alex.
Brown Realty, Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore
office of Coopers & Lybrand. He is a Maryland Certified Public Accountant.

There is no family relationship among the officers and directors of the
Development General Partner or the Administrative General Partner.


Item 11. Executive Compensation

The officers and directors of the Administrative General Partner and
the Development General Partner received no compensation from the Partnership.

The General Partners are entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership. (See Note 9. "Partners' Capital" in Item 8. Financial Statements
and Supplementary Data, herein.)

For a discussion of compensation and fees to which the General Partners
are entitled, see Item 13, Certain Relationships and Related Transactions,
herein.

-9-


BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



Item 12. Security Ownership of Certain Beneficial Owners and Management

No person is known to the Partnership to own beneficially more than 5%
of the outstanding assignee units of limited partnership interest of the
Partnership.

The Assignor Limited Partner, Brown-Benchmark Holding Co., Inc. an
affiliate of the Administrative General Partner, holds 40 Units representing a
beneficial interest in limited partnership interests in the Partnership. The
Units held by the Assignor Limited Partner have all rights attributable to such
Units under the Limited Partnership Agreement except that these Units of
assigned limited partnership interests are nonvoting.

The General Partners each have a 1% interest in the Partnership as
General Partners, but hold no Units of assigned limited partnership interests.

There are no arrangements, known to the Partnership, the operation of
which may at a subsequent date result in a change of control of the registrant.


Item 13. Certain Relationships and Related Transactions

The General Partners and their affiliates have and are permitted to
engage in transactions with the Partnership. For a summarization of fees paid
during 1996, 1995 and 1994, and to be paid to the General Partners and their
affiliates at December 31, 1996, see Note 5. "Related Party Transactions" in
Item 8. Financial Statements and Supplementary Data, herein.



-10-



BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP



PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. and 2. Index of Financial Statements and Financial
Statement Schedule

The following financial statements of Brown-Benchmark Properties
Limited Partnership, included in the 1996 Annual Report of the
registrant to its partners are incorporated by reference in Item 8:

Balance Sheets
Statements of Operations
Statements of Partners' Capital
Statements of Cash Flows
Notes to Financial Statements

The following financial statement schedule of Brown-Benchmark
Properties Limited Partnership is included in Item 14(d):

Schedule III. Real Estate and Accumulated Depreciation

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore have been omitted.

3. Exhibits:

(3,4)Limited Partnership Agreement pages 1 through 41 of Exhibit A to
the Partnership's Registration Statement on Form S-11 (File No.
33-15480) incorporated herein by reference.

(13) Annual Report for 1996.

(23) Consent of Independent Auditors

(b) Reports on Form 8-K: None.


-11-



Consent of Independent Auditors



The Partners
Brown-Benchmark Properties
Limited Partnership

We consent to the incorporation by reference in this Annual Report (Form 10K) of
Brown- Benchmark Properties Limited Partnership of our report dated January 29,
1997 included in the 1996 Annual Report of Brown-Benchmark Properties Limited
Partnership

Our audits also included the financial statement schedule of Brown-Benchmark
Properties Limited Partnership listed in item 14(a). This schedule is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion based on our audits. In our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.


Ernst & Young, LLP


January 29,1997





- -12-




BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
FILE SCHIII96

ITEM 14D

COLUMN A COLUMN B C O L U M N C COLUMN D

COST CAPITAL
SUB. TO
INITIAL COST TO THE PARTNERSHIP ACQUISITION

FURN. FURN.
BLDG. & FIX & BLDG. & FIX. &
DESCRIPTION ENCUMBERANC LAND IMPROV. EQUIP IMPROV. EQUP


WOODHILLS 4,218,044 245,000 6,608,969 540,981 39,163 94,894
WEST CARROLLTON, OHIO
186-Unit garden apartment
community on approx. 15 acres.

OAKBROOK 4,199,379 455,000 6,320,080 528,603 48,243 92,484
REYNOLDSBURG, OHIO
181-Unit garden apartment
community on approx. 22 acres.

DEERFIELD 5,784,847 557,000 8,129,417 669,000 29,075 87,553
UNION TOWNSHIP, OHIO
223-Unit garden apartment
community on approx. 19 acres.


14,202,270 1,257,000 21,058,466 1,738,584 116,481 274,931







COLUMN A C O L U M N E COLUMN F COLUMN G COLUM COLUMN I


GROSS AMOUNT AT WHICH CARRIED AT
CLOSE OF PERIOD

FURN. LIFE ON WHICH DEPREC
BLDG. & FIX ACCUM. DATE OF DATE IN LATEST INC. STMT
DESCRIPTION LAND IMPROV. EQUIP TOTAL DEPR CONST. ACQUIIS COMPUTED

WOODHILLS 245,000 6,648,132 635,875 7,529,007 2,763,784 1987/1988 10/87Real prop. -25 yr S/L
WEST CARROLLTON, OHIO Pers. prop.-10 yr S/L
186-Unit garden apartment
community on approx. 15 acres.

OAKBROOK 455,000 6,368,323 621,087 7,444,410 2,629,687 1987/1988 10/87Real prop. -25 yr S/L
REYNOLDSBURG, OHIO Pers. prop.-10 yr S/L
181-Unit garden apartment
community on approx. 22 acres.

DEERFIELD 557,000 8,158,493 756,552 9,472,045 3,133,068 1988/1989 08/88Real prop. -25 yr S/L
UNION TOWNSHIP, OHIO Pers. prop.-10 yr S/L
223-Unit garden apartment
community on approx. 19 acres.


1,257,000 21,174,948 2,013,514 24,445,462 8,526,539


1996 1995 1994
REAL ACCUM. REAL ACCUM. REAL ACCUM.
ESTATE DEP ESTATE DEPREC. ESTATE DEPREC.

BALANCE AT BEGINNING OF PERIOD 24,327,893 7,481,859 24,254,496 6,445,305 24,184,332 5,416,248
ADDITIONS 117,569 1,044,680 73,397 1,036,554 70,164 1,029,057

BALANCE AT CLOSE OF PERIOD 24,445,462 8,526,539 24,327,893 7,481,859 24,254,496 6,445,305



AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $24,445,462 AT DECEMBER 31,
1996.

SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS FOR INFORMATION CONCERNING
TRANSACTIONS WITH AFFILIATES.

SEE NOTE 6 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION REGARDING
MORTGAGE LOAN AGREEMENTS, COLLATERALIZED BY THE LAND, BUILDINGS AND
IMPROVEMENTS.

- -13-




BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


BROWN-BENCHMARK PROPERTIES
LIMITED PARTNERSHIP


DATE: 3/19/97 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Administrative General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934 as amended,
this report has been signed by the following in the capacities and on the dates
indicated.


DATE: 3/19/97 By: /s/ John M. Prugh
John M. Prugh
President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner

DATE: 3/19/97 By: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Brown-Benchmark AGP, Inc.
Administrative General Partner



DATE: 3/19/97 By: /s/ Terry F. Hall
Terry F. Hall
Secretary
Brown-Benchmark AGP, Inc.
Administrative General Partner



DATE: 3/19/97 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner



DATE: 3/17/97 By: /s/ Daniel P. Riedel
Daniel P. Riedel
Chairman, President and Director
Benchmark Equities, Inc.
Development General Partner



DATE: 3/17/97 By: /s/ Edward L. Patch
Edward L. Patch
Secretary, Treasurer and Director
Benchmark Equities, Inc.
Development General Partner


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