ARVIDA JMB PARTNERS L P - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended September 30, 2002 Commission file #0-16976

ARVIDA/JMB PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware 36-3507015
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Avenue., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/440-4800

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 a shorter period that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . 19

Item 4. Controls and Procedures. . . . . . . . . . . . . . 25

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 25

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 28

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

ASSETS
------

SEPTEMBER 30, DECEMBER 31,
2002 2001
(Unaudited) (See Note)
------------- -----------

Cash and cash equivalents . . . . . . . .$120,832,429 123,180,796
Restricted cash . . . . . . . . . . . . . 3,058,161 13,347,801
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $223,000 at September 30,
2002 and December 31, 2001) . . . . . . 973,127 2,110,712
Real estate inventories . . . . . . . . . 3,890,977 76,128,269
Property and equipment, net . . . . . . . 1,536,789 2,394,580
Investments in and advances to
joint ventures, net . . . . . . . . . . 300,950 440,292
Amounts due from affiliates, net. . . . . 492,317 363,630
Prepaid expenses and other assets . . . . 1,591,339 6,880,531
Assets held for sale. . . . . . . . . . . 54,084,628 48,092,932
------------ ------------

Total assets. . . . . . . . . .$186,760,717 272,939,543
============ ============

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------

SEPTEMBER 30, DECEMBER 31,
2002 2001
(Unaudited) (See Note)
------------- -----------
Liabilities:
Accounts payable. . . . . . . . . . . .$ 3,213,894 13,040,320
Deposits. . . . . . . . . . . . . . . . 2,543,350 15,491,569
Accrued expenses and other
liabilities . . . . . . . . . . . . . 18,909,825 13,811,536
Liabilities related to assets held
for sale. . . . . . . . . . . . . . . 22,646,734 19,945,606
------------ ------------

Commitments and contingencies

Total liabilities . . . . . . . 47,313,803 62,289,031
------------ ------------

Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions . . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . . 89,779,210 86,226,802
Cumulative cash distributions . . . . (88,266,549) (75,922,104)
------------ ------------
1,532,661 10,324,698
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs . . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . . 392,223,475 343,535,036
Cumulative cash distributions . . . .(619,151,037) (508,051,037)
------------ ------------
137,914,253 200,325,814
------------ ------------
Total partners' capital
accounts. . . . . . . . . . . 139,446,914 210,650,512
------------ ------------

Total liabilities and
partners' capital . . . . . .$186,760,717 272,939,543
============ ============

NOTE: The consolidated balance sheet at December 31, 2001 has been derived
from the audited consolidated financial statements at that date but does
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements.

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

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

2002 2001
------------ -----------

Net income from continuing operations . $49,007,549 68,545,608
Charges (credits) to net income not
requiring (providing) cash:
Depreciation and amortization . . . . 1,200,192 2,197,422
Equity in earnings of unconsolidated
ventures. . . . . . . . . . . . . . (298,610) (90,146)
Provision for doubtful accounts . . . -- 59,072
Loss on asset impairment. . . . . . . -- 2,500,000
Changes in:
Restricted cash . . . . . . . . . . . 10,289,640 2,810,411
Trade and other accounts receivable . 1,137,585 1,129,107
Real estate inventories:
Additions to real estate
inventories . . . . . . . . . . . (90,513,341) (186,826,829)
Cost of sales . . . . . . . . . . . 164,697,486 203,815,609
Capitalized interest. . . . . . . . (446,850) (1,004,808)
Capitalized real estate taxes . . . (1,500,003) (2,250,000)
Amounts due from affiliates, net. . . (128,687) 250,203
Prepaid expenses and other assets . . 5,289,192 (1,667,325)
Accounts payable, accrued expenses
and other liabilities . . . . . . . (4,728,537) (2,379,899)
Deposits and unearned income. . . . . (12,948,219) (3,134,742)
------------ -----------
Net cash provided by
operating activities
of continuing operations. . 121,057,397 83,953,683
------------ -----------
Investing activities:
Additions to property and equipment . (342,401) (275,283)
Joint venture distributions . . . . . 438,353 169,233
------------ -----------
Net cash provided by
(used in) investing
activities of continuing
operations. . . . . . . . . 95,952 (106,050)
------------ -----------
Financing activities:
Distributions to General Partner and
Associate Limited Partners. . . . . (12,344,445) (8,983,366)
Distributions to Limited Partners . . (111,100,000) (80,822,901)
------------ -----------
Net cash used in
financing activities of
continuing operations . . . (123,444,445) (89,806,267)
------------ -----------

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued

2002 2001
------------ -----------

Net cash (used in) provided by
discontinued operations . . . . . . . (57,271) 2,299,417
------------ -----------

Decrease in Cash and
cash equivalents. . . . . . . . . . . (2,348,367) (3,659,217)
Cash and cash equivalents,
beginning of period . . . . . . . . . 123,180,796 61,424,417
------------ -----------

Cash and cash equivalents,
end of period . . . . . . . . . . . . $120,832,429 57,765,200
============ ===========

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

ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2001,
which are included in the Partnership's 2001 Annual Report on Form 10-K
(File No. 0-16976) filed on April 1, 2002, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements, and which are required by accounting principles
generally accepted in the United States for complete financial statements,
have been omitted from this report. Capitalized terms used but not defined
in this quarterly report have the same meanings as in the Partnership's
2001 Annual Report.

GENERAL

In the opinion of the General Partner, all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of
September 30, 2002 and December 31, 2001 and for the three and nine months
ended September 30, 2002 and 2001. The results of operations for the three
and nine month periods ended September 30, 2002 are not necessarily
indicative of the results to be expected for the fiscal year ending
December 31, 2002.

In addition, in May 2002, the Board issued SFAS No. 145, Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections ("SFAS 145"). SFAS 145 rescinds the automatic
treatment of gains or losses from extinguishment of debt as extraordinary
unless they meet the criteria for extraordinary items as outlined in APB
Opinion No. 30, Reporting the Results of Operation, Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS 145 also requires
sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions
of SFAS 145 related to the rescission of FASB Statement 4 are effective for
fiscal years beginning after May 15, 2002, with early adoption encouraged.
All other provisions of SFAS 145 are effective for transactions occurring
after May 15, 2002, with early adoption encouraged. The Partnership
adopted SFAS 145 for all transactions beginning May 16, 2002. The adoption
of SFAS 145 did not have a material impact on the Partnership's balance
sheets, results of operations or cash flows.

On July 30, 2002, FASB issued Statement No. 146 ("SFAS 146"),
Accounting for Costs Associated with Exit or Disposal Activities. The
standard requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by the
standard include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operations,
plant closing, or other exit or disposal activities. Previous accounting
guidance was provided by the Emerging Issues Task Force ("EITF") Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." Statement 146 replaces Issue 94-3. Statement 146 is to
be applied prospectively to exit or disposal activities initiated after
December 31, 2002. The adoption of SFAS 146 is not expected to have a
material impact on the Partnership's balance sheets, results of operations
or cash flows.

In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30,
2001. SFAS No. 141 also specifies criteria intangible assets acquired in a
purchase method business combination must meet to be recognized and
reported apart from goodwill, noting that any purchase price allocable to
an assembled workforce may not be accounted for separately. The
requirements of SFAS No. 141 are effective for any business combination
accounted for by the purchase method that is completed after June 30, 2001.

Under SFAS No. 142, goodwill and intangible assets with indefinite useful
lives are no longer amortized, but are reviewed annually, or more
frequently if impairment indicators arise, for impairment. SFAS No. 142
will also require that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of. The amortization provisions of SFAS
No. 142 apply to goodwill and intangible assets acquired after June 30,
2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, the amortization provisions of SFAS No. 142 are effective
upon adoption of SFAS No. 142. Companies are required to adopt SFAS No.
142 in their fiscal year beginning after December 15, 2001 (i.e.,
January 1, 2002 for calendar year companies). The adoption of SFAS No. 141
and No. 142 did not have a material impact on the Partnership's balance
sheets, results of operations or cash flows.

In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of. SFAS No. 144 applies to all long-lived
assets (including discontinued operations) and consequently amends APB
Opinion No. 30, Reporting the Results of Operations, Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. SFAS No. 144 develops one
accounting model for long-lived assets that are to be disposed of by sale.
SFAS No. 144 requires that long-lived assets that are to be disposed of by
sale be measured at the lower of book value or fair value less cost to
sell. Additionally SFAS No. 144 expands the scope of discontinued
operations to include all components of an entity with operations that (1)
can be distinguished from the rest of the entity and (2) will be eliminated
from the ongoing operations of the entity in a disposal transaction. SFAS
No. 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years.

Condensed financial information relating to Assets held for sale is as
follows:

September 30, December 31,
2002 2001
------------- ------------
Assets held for sale:
Property and equipment, net. . $44,041,274 40,279,546
Other assets . . . . . . . . . 10,043,354 7,813,386
----------- -----------

Total assets. . . . . . . . 54,084,628 48,092,932
----------- -----------
Liabilities related to assets
held for sale:
Notes and Mortgages payable. . 13,960,911 13,775,577
Other liabilities. . . . . . . 8,685,823 6,170,029
----------- -----------
Total liabilities . . . . . 22,646,734 19,945,606
----------- -----------
Net Assets held for sale . . . . $31,437,894 28,147,326
=========== ===========

Discontinued Operations

Effective January 1, 2002, the Company adopted SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets. Accordingly,
operations of The Shoppes at Town Center, The Weston Hills Country Club,
The AOK Group, Waterways II, and Windmill Professional Campus which meet
the criteria for Assets held for sale, have been accounted for as income
from Assets held for sale, and the results of operations for those entities
have been excluded from continuing operations in the consolidated
statements of operations for all periods presented.

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $446,850 and
$1,004,808 was incurred for the nine months ended September 30, 2002 and
2001, respectively, all of which was capitalized. Interest payments,
including amounts capitalized, of $465,607 and $707,610 were made during
the nine months ended September 30, 2002 and 2001, respectively. Interest,
including the amortization of loan fees, of $138,550 and $318,079 was
incurred for the three months ended September 30, 2002 and 2001,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized of $155,327 and $267,843 were made during the three
months ended September 30, 2002 and 2001, respectively. The decrease in
interest incurred and paid during the three and nine month periods ending
September 30, 2002 as compared to the same periods in 2001 is due primarily
to the decline in interest rates throughout 2001.

Real estate taxes of $1,552,008 and $2,316,680 were incurred for the
nine months ended September 30, 2002 and 2001, respectively, of which
$1,500,003 and $2,250,000 were capitalized, respectively. Real estate tax
payments of $196,792 and $349,794 were made during the nine months ended
September 30, 2002 and 2001, respectively. In addition, real estate tax
reimbursements totaling $136,120 and $178,912 were received from the
Partnership's escrow agent during the nine months ended September 30, 2002
and 2001, respectively. Real estate taxes of $517,160 and $1,020,381 were
incurred for the three months ended September 30, 2002 and 2001,
respectively, of which $507,765 and $1,000,000 were capitalized,
respectively. Real estate tax payments of $80,252 and $140,747 were made
during the three months ended September 30, 2002 and 2001, respectively.
In addition, real estate tax reimbursements totaling $2,086 and $18,654
were received from the Partnership's escrow agent during the three months
ended September 30, 2002 and 2001, respectively. The preceding analysis of
real estate taxes does not include real estate taxes incurred or paid with
respect to the Partnership's club facilities and other operating properties
as these taxes are included in cost of revenues for operating properties or
in income from Assets held for sale as described in Discontinued
Operations.

Property and Equipment and Other Assets

Depreciation expense of $1,200,192 and $1,967,787 was recorded for the
nine months ended September 30, 2002 and 2001, respectively. Amortization
of other assets, excluding loan fees, of $0 and $229,635 was recorded for
the nine months ended September 30, 2002 and 2001, respectively.
Amortization of loan fees, which is included in interest expense, of
$50,000 and $145,833 was recorded for the nine months ended September 30,
2002 and 2001, respectively. Depreciation expense of $844,708 and $642,536
was recorded for the three months ended September 30, 2002 and 2001,
respectively. Amortization of other assets, excluding loan fees, of $0 and
$32,805 was recorded for the three months ended September 30, 2002 and
2001, respectively. Amortization of loan fees, which is included in
interest expense, of $8,333 and $20,833 was recorded for the three months
ended September 30, 2002 and 2001, respectively.

In September 2001, the Partnership recorded an asset impairment of
$2.5 million to the carrying value of the Weston Athletic Club (the
"Club"). The loss was recorded based upon the difference between the
carrying value of the Club and its fair value less costs to sell as
determined by an agreement to purchase signed by the Partnership and an
unaffiliated third party purchaser during September 2001.

Partnership Distributions

During October 2002, the Partnership made a distribution of
$40,400,000 to its Holders of Interests ($100.00 per Interest) and
$4,488,889 to the General Partner and Associate Limited Partners,
collectively.

During April 2002, the Partnership made a distribution of $30,300,000
to its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively.

During January 2002, the Partnership made a distribution for 2001 of
$80,800,000 to its Holders of Interests ($200.00 per Interest) and
$8,977,778 to the General Partner and Associate Limited Partners,
collectively.

During July 2001, the Partnership made a distribution of $40,400,000
to its Holders of Interests ($100.00 per Interest) and $4,488,888 to the
General Partner and Associate Limited Partners, collectively.

During May 2001, distributions totaling $22,901 (approximately $.06
per Interest) were deemed paid to Holders of Interests, all of which was
remitted to the North Carolina tax authorities on their behalf for the 2000
non-resident withholding tax. Also in May 2001, the General Partner and
Associate Limited Partners, collectively, were entitled to a distribution
of $2,545 on their behalf for the 2000 North Carolina non-resident
withholding tax.

During January 2001, the Partnership made a distribution for 2000 of
$40,400,000 to its Holders of Interests ($100.00 per Interest) and
$4,488,888 to the General Partner and Associate Limited Partners,
collectively.

Reclassifications

Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 presentation.

NOTES AND MORTGAGES PAYABLE

On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility. The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit facility
which matured on July 31, 2001. The term loan, which was paid off in
December 2000, and the letter of credit facility were not renewed. The $20
million revolving line of credit was extended for a fee of $50,000 through
September 30, 2002 with First Union National Bank as the only lender.
There were no borrowings on the revolving line of credit which expired on
September 30, 2002.

In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,000 net leasable square feet. The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions. At
September 30, 2002, the balance outstanding on the loan was approximately
$13,961,000. This amount is included in Liabilities related to assets held
for sale on the accompanying consolidated balance sheet. Interest on the
loan (as modified effective May 31, 2001 and further modified effective
December 31, 2001) is based on the relevant LIBOR rate plus 1.8% per annum.

Monthly payments of interest only were required during the first twenty-
five months of the loan. On July 1, 2002, the maturity date for the loan
was extended for eleven months and monthly payments of principal and
interest are currently due based upon a 25 year loan amortization schedule
and an assumed interest rate based on the ten-year treasury bond rate plus
2.5% per annum. The loan may be prepaid in whole or in part at anytime,
provided that the borrower pays any costs or expenses of the lender
incurred as a result of a prepayment on a date other than the last day of a
LIBOR interest period. Construction of The Shoppes of Town Center
commenced in March 2000 and was substantially complete at September 30,
2002. Currently, the Shoppes of Town Center is approximately 98% leased to
tenants.

TRANSACTIONS WITH AFFILIATES

The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for insurance brokerage and certain other
administrative services to be performed in connection with the
administration of the Partnership and its assets. The total of such costs
for the nine months ended September 30, 2002 was approximately $254,500 all
of which was paid as of November 1, 2002. The total of such costs for the
nine months ended September 30, 2001 was approximately $276,500. In
addition, the General Partner and its affiliates are entitled to
reimbursements for salaries and salary-related costs relating to the
administration of the Partnership and the operation of the Partnership's
properties. Such costs were approximately $450,300 and $578,000 for the
nine months ended September 30, 2002 and 2001, respectively, all of which
were paid as of November 1, 2002.

The Partnership receives reimbursements from or reimburses other
affiliates of the General Partner engaged in real estate activities for
certain general and administrative costs including, and without limitation,
salaries and salary-related costs relating to work performed by employees
of the Partnership and certain out-of-pocket expenditures incurred on
behalf of such affiliates. For the nine month period ended September 30,
2002, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $145,000. At September 30, 2002,
approximately $13,000 was owed to the Partnership, all of which was
received as of November 1, 2002. For the nine month period ended
September 30, 2001, the Partnership was entitled to reimbursements of
approximately $24,600.

For the nine month periods ended September 30, 2002 and 2001, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $3,382,000 and $3,950,000, respectively, for
the services provided to the Partnership by St. Joe/Arvida pursuant to a
sub-management agreement for development and management supervisory and
advisory services (and personnel with respect thereto) to the Partnership.
At September 30, 2002, the Partnership owed St. Joe/Arvida approximately
$71,000 for services provided pursuant to this agreement, all of which was
paid as of November 1, 2002. The Partnership also receives reimbursement
from St. Joe/Arvida and its affiliates for certain general and
administrative costs including, and without limitation, salaries and
salary-related costs relating to work performed by employees of the
Partnership on behalf of St. Joe/Arvida and its affiliates. For the nine

month periods ended September 30, 2002 and 2001, the Partnership was
entitled to reimbursement of such costs totaling approximately $4,574,000
and $3,167,000 respectively, from St. Joe/Arvida and its affiliates. Of
this amount, approximately $542,500 was owed to the Partnership at
September 30, 2002, all of which was received as of November 1, 2002.

The Partnership pays for certain general and administrative costs on
behalf of its clubs, homeowner associations and maintenance associations
(including salaries and salary-related costs and legal fees). The
Partnership receives reimbursements from these entities for such costs.
For the nine month periods ended September 30, 2002 and 2001, the
Partnership was entitled to receive approximately $40 and $86,300,
respectively, from these entities, all of which was paid.

The Partnership, pursuant to certain agreements, provides management
and other personnel and services to certain of its homeowners associations.

Pursuant to these agreements, the Partnership is entitled to receive
management fees for the services provided to these entities. Due to the
timing of the cash flows generated from these entities' operations, such
fees are typically paid in arrears. For the nine months ended
September 30, 2002 and 2001, the Partnership was entitled to receive
approximately $358,000 and $266,700, respectively, all of which was paid as
of September 30, 2002.

In January 2002, the General Partner and Associate Limited Partners,
collectively, received cash distributions from the Partnership in the
aggregate amount of $8,977,778. In April 2002, the General Partner and
Associate Limited Partners, collectively, received cash distributions in
the aggregate amount of $3,366,667. In October 2002, the General Partner
and Associate Limited Partners, collectively, received cash distributions
in the aggregate amount of $4,488,889. In January 2001, the General
Partner and Associate Limited Partners, collectively, received cash
distributions in the aggregate amount of $4,488,888. In May 2001, the
General Partner and Associate Limited Partners, collectively, were entitled
to a distribution of $2,545 on their behalf for the 2000 North Carolina
non-resident withholding tax. During July 2001, the Partnership made a
distribution of $40,400,000 to its Holders of Interests ($100.00 per
Interest) and $4,488,888 to the General Partner and Associate Limited
Partners, collectively.

All amounts receivable from or payable to the General Partner or its
affiliates do not bear interest and are expected to be paid in future
periods.

COMMITMENTS AND CONTINGENCIES

As security for performance of certain development obligations, the
Partnership is contingently liable under performance bonds for
approximately $16,087,100 at September 30, 2002. In addition, certain
joint ventures in which the Partnership holds an interest are also
contingently liable under performance bonds for approximately $375,900 at
September 30, 2002.

The Partnership was named a defendant in a number of homeowner
lawsuits, certain of which purported to be class actions, that allegedly in
part arose out of or related to Hurricane Andrew, which on August 24, 1992
resulted in damage to a former community development known as Country Walk.

Other than for the suits discussed below, these lawsuits have been
settled, and one of the Partnership's insurance carriers that has paid for
settlements of these lawsuits has in some, but not all, instances, provided
the Partnership with written reservation of rights letters. The aggregate
amount of the settlements funded by this carrier is approximately $10.1
million. The insurance carrier that funded these settlements pursuant to
certain reservations of rights has stated its position that it has done so
pursuant to various non-waiver agreements. This carrier's position was
that these non-waiver agreements permitted the carrier to fund the
settlements without preventing the carrier from raising insurance coverage

issues or waiving such coverage issues. On May 23, 1995, the insurance
carrier rescinded the various non-waiver agreements currently in effect
regarding certain of these lawsuits, allegedly without waiving any future
coverage defenses, conditions, limitations, or rights. For this and other
reasons, the extent to which the insurance carrier may recover any of its
settlement payments or associated fees and costs from the Partnership is
uncertain. The Partnership believes that a material loss for the
Partnership as a result of the insurance carrier's reservations of rights
and its funding of the settlement payments is remote although there is no
assurance that the Partnership will not ultimately pay or reimburse the
insurance carrier for some portion of the settlement payments or associated
fees or costs. The accompanying consolidated financial statements do not
reflect any accrual related to this matter.

The Partnership is a defendant in an insurance subrogation matter. On
or about May 10, 1996, a subrogation claim entitled Juarez v. Arvida
Corporation et al., Case No. 96-09372 CA13 was filed in the Circuit Court
of the Eleventh Judicial Circuit in and for Dade County. Plaintiffs filed
this suit for the use and benefit of American Reliance Insurance Company
("American Reliance"). In this suit, plaintiffs seek to recover damages,
pre-and post-judgment interest, costs and any other relief the Court may
deem just and proper in connection with $3,200,000 American Reliance
allegedly paid on specified claims at Country Walk in the wake of Hurricane
Andrew. Disney is also a defendant in this suit. The Partnership is
advised that the amount of this claim that allegedly relates to units it
sold is approximately $350,000. The Partnership is being defended by one
of its insurance carriers. The Partnership believes that a material loss
for the Partnership as a result of this lawsuit is remote. The
accompanying consolidated financial statements do not reflect any accruals
related to this matter.

The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight and Nine Maintenance Associates, Inc.,
v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No. 95-
23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida. The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997. In the case, plaintiffs
seek unspecified damages, attorneys' fees and costs, recission of specified
releases, and all other relief that plaintiffs may be entitled to at equity
or at law on behalf of the 460 building units they allegedly represent for,
among other things, alleged damages discovered in the course of making
Hurricane Andrew repairs. Plaintiffs have alleged that Walt Disney World
Company is responsible for liabilities that may arise in connection with
approximately 80% of the buildings at the Lakes of the Meadow Village Homes
and that the Partnership is potentially liable for the approximately 20%
remaining amount of the buildings. In the three count amended complaint,
plaintiffs allege breach of building codes and breach of implied
warranties. In addition, plaintiffs seek recission and cancellation of
various general releases obtained by the Partnership allegedly in the
course of the turnover of the Community to the residents. Previously, the
trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership. The
ruling was reversed on appeal, the appellate court finding that there were
issues of material fact, which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings. Plaintiffs have indicated that they may seek to hold the
Partnership responsible for the entire amount of alleged damages owing as a
result of the alleged deficiencies existing throughout the entire
development. The Partnership has tendered this matter to Disney pursuant
to the Partnership's indemnification rights and has filed a third-party
complaint against it pursuant to the Partnership's rights of contractual
indemnity. The Partnership has also answered the amended complaint and has
filed a cross-claim against Disney's affiliate, Walt Disney World Company,
for common law indemnity and contribution. Discovery in this litigation is
proceeding, and the case is currently set for trial in February 2003.

In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit. On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code. The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.

Plaintiffs filed a motion for leave to amend the complaint to assert a
claim for punitive damages based in part on the Building Department notices
and alleged pervasive construction defects throughout the development. The
proposed amended complaint also contained a claim for prejudgment interest.

In their motion, plaintiffs referenced investigations conducted throughout
2001 and 2002, during the course of which plaintiffs allegedly discovered
numerous construction defects involving the fire prevention systems, roof
trusses and roof framing systems, reinforced masonry walls, and other
building systems. Plaintiffs raised some of these alleged construction
defects after the Building Department issued its notices of violations;
and, accordingly, some of such alleged defects were not included in the
Building Department's notices of violations. There is no assurance that
the plaintiffs will not raise additional issues. The motion for leave to
amend was denied by the trial court on October 9, 2002.

The Partnership has not examined all of the buildings nor fully
assessed the alleged merits of the plaintiffs' investigations. The
Partnership is currently being defended by counsel for one of its insurance
carriers. During 2001, the Partnership settled the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. ("Association No. 8") for a payment of
$155,000 funded by one of the Partnership's insurance carriers.
Representatives of the Partnership have discussed with representatives of
Association No. 8 issues raised by the Building Department's notices of
violations for that Association's condominium units. Based on currently
known information, the Partnership estimates that it may cost approximately
$1,500,000 to address the construction issues raised by the Building
Department notices and comments on construction permit applications for
units in Association No. 8. Association No. 8 has asked the Partnership to
pay for the costs to address these construction issues. As a result of
these discussions, the Partnership has asked one of its insurance carriers
to pay the expense of addressing these construction issues for Association
No. 8. In the event that the insurance carrier does not fund these costs,
the Partnership will consider whether it should fund these costs under the
circumstances.

Based on currently known information, the Partnership estimates that
the cost of addressing the construction issues raised by the Building
Department notices for units that the Partnership built and sold, other
than for those such units in Association No. 8, may be approximately
$3,500,000. The Partnership has asked the insurance carrier to pay the
cost of addressing these construction issues. As discussed above, the
plaintiffs have made claims in addition to those alleged in the Building
Department's notices of violations, and these additional claims are not
included in the Partnership's estimates of the amounts necessary to address
the construction issues raised by the Building Department's notices of
violations, including those for Association No. 8.

On August 8, 2002, the Partnership attended a mediation of this
matter. During the course of the mediation, plaintiffs demanded
$298,000,000 on behalf of Association Nos. 1-7 and 9, such sums allegedly
representing the cost to address all construction defects currently alleged
to exist by plaintiffs, associated damages, and such other relief as the
plaintiffs believe they are entitled, including punitive damages. As to
the claim for punitive damages, the Court subsequently denied plaintiffs
leave to amend the complaint to add a punitive damage claim. With this
demand, plaintiffs are seeking to impose liability on the Partnership for
all of the units in Association Nos. 1-7 and 9. The Partnership believes
that its liability, if any, extends to the portion of the units that the
Partnership built and sold, which the Partnership estimates to be
approximately ten percent of the units in Association Nos. 1-7 and 9. The
parties are in the process of exchanging technical information regarding
the issues raised by the notices of violation and possible ways in which to
address those issues. The mediation has not concluded and the parties are
currently scheduled for further mediation on November 15-16, 2002.

On August 9, 2002, the Partnership received a reservation of rights
letter from one of its insurance carriers by which the carrier purports to
limit its exposure with regard to the Lakes of the Meadow matter and to
reserve its rights to deny coverage and/or defense under the policy and/or
applicable law and with respect to defense costs incurred or to be incurred
in the future, to be reimbursed and/or obtain an allocation of attorney's
fees and expenses if it is determined there is no coverage. The
Partnership strongly disagrees with the position taken by the carrier in
the reservation of rights letter and believes that it is covered under the
terms of the carrier's policy. However, the Partnership can give no
assurances as to the ultimate portion of the expenses, fees and damages, if
any, which will be covered by its insurance. The Partnership has applied
the accounting rules concerning loss contingencies in regard to the
treatment of this matter for financial reporting purposes.

In 1994, the Partnership was advised by Merrill Lynch that various
investors sought to compel Merrill Lynch to arbitrate claims brought by
certain investors of the Partnership representing approximately 5% of the
total of approximately 404,000 Interests outstanding. Merrill Lynch asked
the Partnership and its General Partner to confirm an obligation of the
Partnership and its General Partner to indemnify Merrill Lynch in these
claims against all loss, liability, claim, damage and expense, including
without limitation attorneys' fees and expenses, under the terms of a
certain Agency Agreement dated September 15, 1987 ("Agency Agreement") with
the Partnership relating to the sale of Interests through Merrill Lynch on
behalf of the Partnership. These claimants sought to arbitrate claims
involving unspecified damages against Merrill Lynch based on Merrill
Lynch's alleged violation of applicable state and/or federal securities
laws and alleged violations of the rules of the National Association of
Securities Dealers, Inc., together with pendent state law claims. The
Partnership believes that Merrill Lynch has resolved some of these claims
through litigation and otherwise, and that Merrill Lynch may be defending
other claims. The Agency Agreement generally provides that the Partnership
and its General Partner shall indemnify Merrill Lynch against losses
occasioned by any actual or alleged misstatements or omissions of material
facts in the Partnership's offering materials used in connection with the
sale of Interests and suffered by Merrill Lynch in performing its duties
under the Agency Agreement, under certain specified conditions. The Agency
Agreement also generally provides, under certain conditions, that Merrill
Lynch shall indemnify the Partnership and its General Partner for losses
suffered by the Partnership and occasioned by certain specified conduct by
Merrill Lynch in the course of Merrill Lynch's solicitation of
subscriptions for, and sale of, Interests. The Partnership is unable to
determine at this time the ultimate investment of investors who have filed
arbitration claims as to which Merrill Lynch might seek indemnification in
the future. At this time, and based upon the information presently
available about the arbitration statements of claims filed by some of these

investors, the Partnership and its General Partner believe that they have
meritorious defenses to the demands for indemnification made by Merrill
Lynch. Although there can be no assurance regarding the outcome of the
demands for indemnification, the Partnership believes that a material loss
for the Partnership as a result of the demands for indemnification by
Merrill Lynch is remote. The accompanying consolidated financial
statements do not reflect any accruals related to this matter.

The Partnership is also a defendant in several actions brought against
it arising in the normal course of business. It is the belief of the
Partnership, based on knowledge of facts and advice of counsel, that the
claims made against the Partnership in such actions will not result in any
material adverse effect on the Partnership's consolidated financial
position or results of operations.

The Partnership may be responsible for funding certain other ancillary
activities for related entities in the ordinary course of business which
the Partnership does not currently believe will have any material adverse
effect on its consolidated financial position or results of operations.

SUBSEQUENT EVENT

On October 1, 2002, the Partnership, through certain consolidated
entities, closed on the sale of Weston Hills Country Club (the "Country
Club") to an unaffiliated third party. Under the sale and purchase
agreement, the sellers made certain representations, warranties and
indemnities for the benefit of the purchaser that will survive for one year
from the date of the closing. In accordance with the sale and purchase
agreement, $1,000,000 of the sale price has been placed in escrow to pay
possible claims or demands of the purchaser arising from the sale during
the one-year period. The gross cash sale price for the Country Club was
$23,500,000 plus approximately $224,000 for existing consumable and
saleable inventory. Net cash proceeds received from the sale, after
prorations, closing costs and payment of funds into escrow, totaled
approximately $19,348,000. The net book value and net cash proceeds
received from the sale represented approximately 7% and 10% respectively,
of the Partnership's total consolidated assets for financial reporting
purposes at September 30, 2002.

PART I. FINANCIAL INFORMATION

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

Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning the Partnership and its operations.

Pursuant to Section 5.5J of the Partnership Agreement, on October 23,
1997, the Board of Directors of the General Partner met and approved a
resolution selecting the option set forth in Section 5.5J(i)(c) of the
Partnership Agreement for the Partnership to commence an orderly
liquidation of its remaining assets that is to be completed by October
2002. However, contracts or other arrangements for the sale of the
principal remaining real estate assets, consisting of The Shoppes of Town
Center in Weston, an approximate 4.6 acre parcel in Weston (the "Waterways
II Parcel"), and an approximate 46 acre parcel in Ocala, Florida (the
"Ocala Parcel") and construction of remaining housing units, consisting of
128 townhomes in the Weston Community, extend past October 2002. Other
remaining assets include various and miscellaneous other smaller land
parcels to be sold in their respective current states, two commercial
office building units, tangible personal property including vehicles and
furniture, fixtures and equipment used in the Partnership's operations,
receivables and certain contract rights.

In September 2002, the Partnership entered into a sale and purchase
agreement with an unaffiliated third party with respect to The Shoppes of
Town Center in Weston. The transaction is scheduled to close on
December 13, 2002, subject to extension or termination in accordance with
the terms of the agreement and further subject to customary and ordinary
closing conditions. However, there can be no assurance as to when or if
this transaction will close and if it does close, the amount of net
proceeds that will be received by the Partnership. The Partnership may
also have a future obligation to the purchaser under the terms of the
indemnification provisions in the agreement.

In September 2002, the Partnership also entered into a sale and
purchase agreement with respect to the Waterways II Parcel with the
prospective purchaser of The Shoppes of Town Center in Weston. The
transaction is scheduled to close on November 15, 2002, and is subject to
customary and ordinary closing conditions. The Partnership is constructing
a shopping center on the Waterways II Parcel that is to contain
approximately 31,300 square feet of rentable space, and construction will
not be completed by the scheduled closing date for the sale. Under the
terms of the agreement the Partnership will assign to the purchaser the
Partnership's rights and obligations under the construction contract and an
agreement for parking and will also assign to the purchaser the plans and
specifications for the construction. However, there can be no assurance as
to when or if this transaction will close and if it does close, the amount
of net proceeds that will be received by the Partnership.

The Ocala Parcel, which is owned by the AOK Group, a joint venture in
which the Partnership owns, directly or indirectly, all of the joint
venture interests, is not currently under a contract for sale. The
Partnership intends to put the Ocala Parcel up for auction on November 26,
2002, subject to obtaining a specified minimum bid, with an anticipated
closing of the sale in December 2002. However, there can be no assurance as
to whether the minimum bid amount will be received or when or if a sale
will close or the amount of net proceeds that will be received by the
Partnership.

There are 128 townhomes at Courtyard Grove II, each of which is under
a contract for sale, that remain to be built in the Partnership's Weston
Community. The Partnership expects to complete the construction and close
on the sale of these housing units by the end of the second quarter of
2003. These townhomes are the last housing units to be built in Weston.

On October 1, 2002, the Partnership, through certain consolidated
entities, closed on the sale of Weston Hills Country Club (the "Country
Club") to an unaffiliated third party. Under the sale and purchase
agreement, the sellers made certain representations, warranties and
indemnities for the benefit of the purchaser that will survive for one year
from the date of the closing. In accordance with the sale and purchase
agreement, $1,000,000 of the sale price has been placed in escrow to pay
possible claims or demands of the purchaser arising from the sale during
the one-year period. The gross cash sale price for the Country Club was
$23,500,000 plus approximately $224,000 for existing consumable and
saleable inventory. Net cash proceeds received from the sale, after
prorations, closing costs and payment of funds into escrow, totaled
approximately $19,348,000. The net book value and net cash proceeds
received from the sale represented approximately 7% and 10% respectively,
of the Partnership's total consolidated assets for financial reporting
purposes at September 30, 2002.

Although the Partnership does not believe that the contracts for the
sale of The Shoppes of Town Center in Weston and the Waterways II Parcel
are subject to any extraordinary conditions to closing, there is no
assurance that the sale of these assets will be completed pursuant to the
terms of the existing contracts. Similarly, although the Partnership is
putting the Ocala Parcel up for auction, there is no assurance that the
minimum bid for the sale will be received or that a sale thereof will
otherwise be completed as currently contemplated. If the sale of any of
these assets is not completed as currently anticipated, the Partnership
will need additional time in which to arrange for a sale or sales of such
asset(s). The Partnership believes that having adequate time to sell these
assets would improve its position for a subsequent remarketing, negotiation
and closing, assuming that one or more of these assets are not sold as
currently anticipated. Moreover, the additional time period would allow
the Partnership to sell or otherwise dispose of its other remaining assets,
including smaller land parcels, tangible personal property such as vehicles
and furniture, fixtures and equipment used in the Partnership's operations
and receivables.

As a result, on October 29, 2002, the Partnership commenced a
solicitation for consents to an amendment (the "Amendment") to the
Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") that would extend the term of the Partnership's
liquidation period to not later than October 31, 2005. In addition, under
the terms of the Amendment, in order to provide for a wind-up of all of the
obligations of the Partnership, the General Partner would be authorized, in
its sole discretion, to complete the liquidation of the Partnership by
forming a liquidating trust and contributing any remaining Partnership
assets to the liquidating trust subject to all outstanding obligations and
liabilities of the Partnership. For further information concerning the
Amendment and the solicitation of consents including risk factors and
conflicts of interest of the General Partner and its affiliates, reference
is made to the Definitive Proxy Statement containing the consent
solicitation of the Partnership filed with the Securities and Exchange
Commission on October 29, 2002.

Pending the completion of the liquidation, winding up and termination
of the Partnership (or if applicable, the liquidating trust), it is
anticipated that the Partnership (or the liquidating trust, as the case may
be) will retain a substantial amount of funds in reserve to provide for the
payment of, the defense against, or other satisfaction or resolution of
obligations, liabilities (including contingent liabilities) and claims,
including those for possible construction repairs, homeowner warranty
claims, completion of work for certain homeowner associations and master
associations and pending and possible future litigation and environmental
matters. The amount of funds to be retained in reserve for these purposes
has not yet been determined. The Partnership expects that those funds in
excess of the amount determined to be held in reserve would be distributed

during 2003 to the partners and Holders of Interests. That portion, if
any, of the funds held in reserve that are not ultimately used to pay,
defend or otherwise resolve or satisfy obligations, liabilities or claims
would subsequently be distributed to the partners and Holders of Interests
as a final liquidating distribution.

Various factors may affect the timing of completing the liquidation,
winding up and termination of the Partnership (and, if applicable, the
liquidating trust) and the amount of a final liquidating distribution of
funds, if any, out of those retained in reserve. These factors include the
amount of time it takes to complete construction of the last townhomes in
Weston, to sell or dispose of the Partnership's other remaining assets and
to resolve all obligations, liabilities (including contingent liabilities)
and claims. Among the important factors involved in liquidating the
Partnership's assets are the retention of an adequate workforce,
maintaining existing relationships with vendors and tradesmen through
completion of construction, and the ability to close sales of The Shoppes
of Town Center in Weston, Waterways II Parcel and the Ocala Parcel
properties.

At September 30, 2002 and December 31, 2001, the Partnership had
unrestricted Cash and cash equivalents of approximately $120,832,000 and
$123,181,000, respectively. Cash and cash equivalents are available for
future debt service, contingent liabilities, working capital requirements
and distributions to partners and Holders of Interests. In this regard, in
October 2002, the Partnership made a distribution totaling approximately
$44,888,900, of which $40,400,000 was distributed to the Holders of
Interests ($100.00 per Interest), and approximately $4,488,900 was
distributed to the General Partner and Associated Limited Partners,
collectively. The source of both short-term and long-term future liquidity
is expected to be derived primarily from existing cash balances, the sale
of housing units, land parcels and other assets including The Shoppes of
Town Center.

During April 2002, the Partnership made a distribution of $30,300,000
to its Holders of Interests ($75.00 per Interest) and $3,366,667 to the
General Partner and Associate Limited Partners, collectively. During
January 2002, the Partnership made a distribution for 2001 of $80,800,000
to its Holders of Interests ($200.00 per Interest) and $8,977,778 to the
General Partner and Associate Limited Partners, collectively. During
January 2001, the Partnership made a distribution for 2000 totaling
approximately $44,888,900, of which $40,400,000 was distributed to the
Holders of Interests ($100.00 per Interest), and approximately $4,488,900
was distributed to the General Partner and Associate Limited Partners,
collectively. In addition, during May 2001, distributions totaling $22,901
(approximately $.06 per Interest), were deemed paid to Holders of Interests
all of which was remitted to the North Carolina tax authorities on their
behalf for the 2000 non-resident withholding tax. Also in May 2001, the
General Partner and Associate Limited Partners, collectively, were entitled
to a distribution of $2,545 on their behalf for the 2000 North Carolina
non-resident withholding tax. During July 2001, the Partnership made a
distribution of $40,400,000 to its Holders of Interests ($100.00 per
Interest) and $4,488,888 to the General Partner and Associate Limited
Partners, collectively.

On July 31, 1997, the Partnership obtained a new credit facility from
certain banks with Barnett Bank, N.A. being the primary agent on the
facility. The credit facility consisted of a $75 million term loan, a $20
million revolving line of credit and a $5 million letter of credit facility
which matured on July 31, 2001. The term loan, which was paid off in
December 2000, and the letter of credit facility were not renewed. The $20
million revolving line of credit was extended for a fee of $50,000 through
September 30, 2002 with First Union National Bank as the only lender.
There were no borrowings on the revolving line of credit which expired on
September 30, 2002.

In May 2000, the Partnership closed on a $20 million loan with First
Union National Bank for the development and construction of The Shoppes of
Town Center in Weston, a mixed use retail/office plaza consisting of
approximately 158,000 net leasable square feet. The loan was made to an
indirect, majority-owned subsidiary of the Partnership, and the Partnership
has guaranteed the obligations of the borrower, subject to a reduction in
the guarantee upon the satisfaction of certain conditions. At
September 30, 2002, the balance outstanding on the loan was approximately
$13,961,000. This amount is included in Liabilities held for sale on the
accompanying consolidated balance sheets. Interest on the loan (as
modified effective May 31, 2001 and further modified effective December 31,
2001) is based on the relevant LIBOR rate plus 1.8% per annum. Monthly
payments of interest only were required during the first twenty-five months
of the loan. On July 1, 2002, the maturity date for the loan was extended
for eleven months and monthly payments of principal and interest are
currently due based upon a 25 year loan amortization schedule and an
assumed interest rate based on the ten-year treasury bond rate plus 2.5%
per annum. The loan may be prepaid in whole or in part at anytime,
provided that the borrower pays any costs or expenses of the lender
incurred as a result of a prepayment on a date other than the last day of a
LIBOR interest period. Construction of The Shoppes of Town Center
commenced in March 2000 and was substantially complete at September 30,
2002. Currently, the Shoppes of Town Center is approximately 98% leased to
tenants.

In September 2001, the Partnership recorded an asset impairment of
$2.5 million to the carrying value of the Weston Athletic Club (the
"Club"). The loss was recorded based upon the difference between the
carrying value of the Club and its fair value less costs to sell as
determined by an agreement to purchase signed by the Partnership and an
unaffiliated third party purchaser during September 2001.

In February 2002, unsolicited tender offers for Interests were made by
(1) First Commercial Guaranty ("FCG") to purchase up to 14,682
(approximately 3.67%) of the Interests for $150 per Interest, and (2) CMG
Partners, LLC ("CMG") to purchase up to 4.9% of the Interests for $200 per
Interest. The General Partner, on behalf of the Partnership, determined
that each of the FCG offer and the CMG offer was inadequate and not in the
best interests of the Holders of Interests. Accordingly, the General
Partner recommended that Holders of Interest reject each such offer and not
tender their Interests pursuant to either offer. The FCG offer and the CMG
offer were scheduled to expire in March and May 2002, respectively.

CMG subsequently modified and extended its offer to purchase Interests
for $190 per Interest. In October 2002, the General Partner, on behalf of
the Partnership, determined that the modified CMG offer was inadequate and
not in the best interests of the Holders of Interests. Accordingly, the
General Partner recommended that Holders of Interests reject such offer and
not tender their Interests to CMG pursuant to its modified offer, which is
currently scheduled to expire in late January 2003, subject to earlier
termination under certain circumstances.

RESULTS OF OPERATIONS

The results of operations for the three and nine months ended
September 30, 2002 and 2001, are primarily attributable to the development
and sale or operation of the Partnership's assets.

The decrease in balance sheets components such as restricted cash,
trade and other receivables, inventories, prepaid expenses and other
assets, accounts payable and deposits at September 30, 2002 as compared to
December 31, 2001 is attributable to the orderly ongoing liquidation of the
Partnership's assets as previously discussed. The increase in assets and
liabilities held for sale is primarily attributable to construction of the
Shoppes of Town Center. The increase in accrued expenses and other
liabilities is primarily due to the accrual for additional construction
costs.

For the three months ended September 30, 2002, the Partnership
(including its consolidated and unconsolidated ventures) closed on the sale
of 256 housing units. This compares to closings in the third quarter of
2001 of 342 housing units and four commercial office building units.
Outstanding contracts ("backlog") at September 30, 2002, were for 130
housing units and for the sales of Weston Hills Country Club, The Shoppes
of Town Center in Weston and the Waterways II Parcel. This compares to a
backlog at September 30, 2001 of 1,124 housing units and for the sale of
Weston Athletic Club. As of September 30, 2002, all housing units were
under contract.

The Partnership's Communities, other than Weston, have completed
construction. The Partnership's Weston Community is in its final stage of
development, with an estimated remaining build-out of approximately five
months. The Partnership is currently seeking to complete the liquidation
of its remaining assets and wind up and make a final distribution of any
residual funds by December 2004. However, there is no assurance that the
winding up and final distribution of any residual funds will occur within
this time frame.

Housing revenues and gross operating profit margins from housing
operations decreased for the three and nine month periods ended
September 30, 2002 as compared to the same periods in 2001, due to a
decrease in the number of units closed, a change in the mix of product sold
and accruals for additional construction costs of approximately $2 million
and $5 million, respectively, for the three and nine month periods ended
September 30, 2002. Revenues generated from the closing of units in Weston
account for approximately 100% and 99% of the housing revenues recognized
for the three and nine months ended September 30, 2002 and 2001,
respectively.

The decrease in homesite revenues for the nine month period ended
September 30, 2002 as compared to the same period in 2001 is due to the
close-out of the remaining lot inventory in the Partnership's Communities.
There was no homesite revenue for the three months ended September 30, 2002
and 2001. The Partnership has no remaining lot inventory to be sold in
Weston.

Land and property revenues for the nine months ended September 30,
2002 was generated primarily from the sale of commercial office building
units in Weston. There was no land and property revenues for the three
months ended September 30, 2002. Land and property revenues for the three
and nine months ended September 30, 2001 were generated primarily from the
sales of two commercial office buildings in Weston and the recognition of
profits from land sales closed in prior years which had been deferred until
the accounting criteria for profit recognition had been met.

Operating properties represents activity from the Partnership's club
operations, commercial properties and certain other operating assets.
Effective January 1, 2002, the Partnership adopted SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets. Accordingly,
operations of The Shoppes of Town Center, Weston Hills Country Club, The
AOK Group, which owns the Ocala Parcel, the Waterways II Parcel, and two
commercial office building units, which meet the criteria for Assets held
for sale, have been accounted for as Income from assets held for sale, and
the results of operations for those assets have been excluded from
continuing operations in the consolidated statements of operations for all
periods presented. The net income from assets held for sale increased for
the three and nine months ended September 30, 2002 as compared to the same
periods in 2001 primarily due to rental revenues from The Shoppes of Town
Center, which began generating rental income during the third quarter of
2001. Operating property revenues and cost of revenues decreased for the
three and nine month periods ended September 30, 2002 as compared to the
same periods in 2001, due to the sale of the Weston Athletic Club in
October 2001.

The decrease in revenues from Brokerage and other operations for the
three and nine months ended September 30, 2002 as compared to the same
periods in 2001 is due primarily to a decrease in brokerage commissions
earned in Weston resulting from a reduced number of units closed by third
party builders within the Community, a decrease in fees earned from the
Partnership's mortgage brokerage operations due to a decrease in the number
of housing units closed and a decrease in revenue from the Partnership's
property management activities.

Selling, general and administrative expenses include all marketing
costs, with the exception of those costs capitalized in conjunction with
the construction of housing units, as well as project administrative and
support service costs. These expenses are net of the marketing fees
received from third party builders. Selling, general and administrative
expenses decreased for the three and nine months ended September 30, 2002
as compared to the same periods in 2001 due primarily to decreased
marketing, and support service costs resulting from the final stage of
development of its Weston Community. Marketing costs for the three and
nine month periods ended September 30, 2002 were approximately $526,000 and
$1,934,000, respectively, as compared to $1,401,000 and $3,632,000,
respectively, for the same periods in 2001. Support service costs for the
three and nine month periods ended September 30, 2002 were approximately
$1,620,000 and $4,765,000, respectively, as compared to $1,868,000 and
$6,029,000, respectively, for the same periods in 2001.

Interest income decreased during the three and nine months ended
September 30, 2002 as compared to the same periods in 2001 due primarily to
the decline in interest rates on invested funds throughout 2001.

ITEM 4. CONTROLS AND PROCEDURES

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures as of a date within 90
days prior to the date of the filing of this report (the "Evaluation Date")
with the Securities and Exchange Commission ("SEC"). Based on such
evaluation, the principal executive officer and the principal financial
officer have concluded that the Partnership's disclosure controls and
procedures were effective as of the Evaluation Date to ensure that
information required to be disclosed in this report was recorded,
processed, summarized and reported within the time period specified in the
applicable SEC rules and form for this report. Furthermore, there have
been no significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Partnership is a defendant in an insurance subrogation matter. On
or about May 10, 1996, a subrogation claim entitled Juarez v. Arvida
Corporation et al., Case No. 96-09372 CA13, was filed in the Circuit Court
of the Eleventh Judicial Circuit in and for Dade County. Plaintiffs filed
this suit for the use and benefit of American Reliance Insurance Company
("American Reliance"). In this suit, plaintiffs seek to recover damages,
pre-and post-judgment interest, costs and any other relief the Court may
deem just and proper in connection with $3,200,000 American Reliance
allegedly paid on specified claims at Country Walk in the wake of Hurricane
Andrew. Disney is also a defendant in this suit. The Partnership is
advised that the amount of this claim that allegedly relates to units it
sold is approximately $350,000. The Partnership is being defended by one
of its insurance carriers. The Partnership believes that a material loss
for the Partnership as a result of this lawsuit is remote. The
accompanying consolidated financial statements do not reflect any accruals
related to this matter.

The Partnership has been named a defendant in a purported class action
entitled Lakes of the Meadow Village Homes, Condominium Nos. One, Two,
Three, Four, Five, Six, Seven, Eight and Nine Maintenance Associates, Inc.,
v. Arvida/JMB Partners, L.P. and Walt Disney World Company, Case No. 95-
23003-CA-08, filed in the Circuit Court of the Eleventh Judicial Circuit in
and for Dade County, Florida. The original complaint was filed on or about
November 27, 1995 and an amended complaint, which purports to be a class
action, was filed on or about February 28, 1997. In the case, plaintiffs
seek unspecified damages, attorneys' fees and costs, recission of specified
releases, and all other relief that plaintiffs may be entitled to at equity
or at law on behalf of the 460 building units they allegedly represent for,
among other things, alleged damages discovered in the course of making
Hurricane Andrew repairs. Plaintiffs have alleged that Walt Disney World
Company is responsible for liabilities that may arise in connection with
approximately 80% of the buildings at the Lakes of the Meadow Village Homes
and that the Partnership is potentially liable for the approximately 20%
remaining amount of the buildings. In the three count amended complaint,
plaintiffs allege breach of building codes and breach of implied
warranties. In addition, plaintiffs seek recission and cancellation of
various general releases obtained by the Partnership allegedly in the
course of the turnover of the Community to the residents. Previously, the
trial court had granted the Partnership summary judgment against the
plaintiffs' claims, based on the releases obtained by the Partnership. The

ruling was reversed on appeal, the appellate court finding that there were
issues of material fact, which precluded the entry of judgment for the
Partnership, and the case was remanded to the trial court for further
proceedings. Plaintiffs have indicated that they may seek to hold the
Partnership responsible for the entire amount of alleged damages owing as a
result of the alleged deficiencies existing throughout the entire
development. The Partnership has tendered this matter to Disney pursuant
to the Partnership's indemnification rights and has filed a third-party
complaint against it pursuant to the Partnership's rights of contractual
indemnity. The Partnership has also answered the amended complaint and has
filed a cross-claim against Disney's affiliate, Walt Disney World Company,
for common law indemnity and contribution. Discovery in this litigation is
proceeding, and the case is currently set for trial in February 2003.

In a matter related to the Lakes of the Meadow development, the Miami-
Dade County Building Department ("Building Department") retained the
services of an engineering firm, All State Engineering, to inspect the
condominiums that are the subject of the lawsuit. On February 27, 2002,
the Building Department apparently advised condominium owners throughout
the development that it found serious life-safety building code violations
in the original construction of the structures and issued notices of
violation under the South Florida Building Code. The condominium owners
were further advised that the notices of violation would require
affirmative action on their part to respond to the notices through
administrative proceedings and/or by addressing the alleged deficiencies.

Plaintiffs filed a motion for leave to amend the complaint to assert a
claim for punitive damages based in part on the Building Department notices
and alleged pervasive construction defects throughout the development. The
proposed amended complaint also contained a claim for prejudgment interest.

In their motion, plaintiffs reference investigations conducted throughout
2001 and 2002, during the course of which plaintiffs allegedly discovered
numerous construction defects involving the fire prevention systems, roof
trusses and roof framing systems, reinforced masonry walls, and other
building systems. Plaintiffs raised some of these alleged construction
defects after the Building Department issued its notices of violations;
and, accordingly, some of such alleged defects were not included in the
Building Department's notices of violations. There is no assurance that
the plaintiffs will not raise additional issues. The motion for leave to
amend was denied by the trial court on October 9, 2002.

The Partnership has not examined all of the buildings nor fully
assessed the alleged merits of the plaintiffs' investigations. The
Partnership is currently being defended by counsel for one of its insurance
carriers. During 2001, the Partnership settled the claims brought in
connection with Lakes of the Meadows Village Homes Condominium No. 8
Maintenance Association, Inc. ("Association No. 8") for a payment of
$155,000 funded by one of the Partnership's insurance carriers.
Representatives of the Partnership have discussed with representatives of
Association No. 8 issues raised by the Building Department's notices of
violations for that Association's condominium units. Based on currently
known information, the Partnership estimates that it may cost approximately
$1,500,000 to address the construction issues raised by the Building
Department notices and comments on construction permit applications for
units in Association No. 8. Association No. 8 has asked the Partnership to
pay for the costs to address these construction issues. As a result of
these discussions, the Partnership has asked one of its insurance carriers
to pay the expense of addressing these construction issues for Association
No. 8. In the event that the insurance carrier does not fund these costs,
the Partnership will consider whether it should fund these costs under the
circumstances.

Based on currently known information, the Partnership estimates that
the cost of addressing the construction issues raised by the Building
Department notices for units that the Partnership built and sold, other
than for those such units in Association No. 8, may be approximately
$3,500,000. The Partnership has asked the insurance carrier to pay the
cost of addressing these construction issues. As discussed above, the
plaintiffs have made claims in addition to those alleged in the Building
Department's notices of violations, and these additional claims are not
included in the Partnership's estimates of the amounts necessary to address
the construction issues raised by the Building Department's notices of
violations, including those for Association No. 8.

On August 8, 2002, the Partnership attended a mediation of this
matter. During the course of the mediation, plaintiffs demanded
$298,000,000 on behalf of Association Nos. 1-7 and 9, such sums allegedly
representing the cost to address all construction defects currently alleged
to exist by plaintiffs, associated damages, and such other relief as the
plaintiffs believe they are entitled, including punitive damages. As to
the claim for punitive damages, the Court subsequently denied plaintiffs
leave to amend the complaint to add a punitive damage claim. With this
demand, plaintiffs are seeking to impose liability on the Partnership for
all of the units in Association Nos. 1-7 and 9. The Partnership believes
that its liability, if any, extends to the portion of the units that the
Partnership built and sold, which the Partnership estimates to be
approximately ten percent of the units in Association Nos. 1-7 and 9. The
parties are in the process of exchanging technical information regarding
the issues raised by the notices of violation and possible ways in which to
address those issues. The mediation has not concluded and the parties are
currently scheduled for further mediation on November 15-16, 2002.

On August 9, 2002, the Partnership received a reservation of rights
letter from one of its insurance carriers by which the carrier purports to
limit its exposure with regard to the Lakes of the Meadow matter and to
reserve its rights to deny coverage and/or defense under the policy and/or
applicable law and with respect to defense costs incurred or to be incurred
in the future, to be reimbursed and/or obtain an allocation of attorney's
fees and expenses if it is determined there is no coverage. The
Partnership strongly disagrees with the position taken by the carrier in
the reservation of rights letter and believes that it is covered under the
terms of the carrier's policy. However, the Partnership can give no
assurances as to the ultimate portion of the expenses, fees and damages, if
any, which will be covered by its insurance. The Partnership has applied
the accounting rules concerning loss contingencies in regard to the
treatment of this matter for financial reporting purposes.

Other than as described above, the Partnership is not subject to any
material pending legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1. Amended and Restated Agreement of Limited Partnership.*

3.2. Acknowledgment and Amendment of Partnership Agreement.*

3.3. Assignment Agreement by and among the General Partner, the
Initial Limited Partner and the Partnership.*

99. Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
herewith.

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

* Previously filed with the Securities and Exchange
Commission as Exhibits 3.1, 3.2 and 3.3, respectively, to the Partnership's
Form 10-Q/A Report (File No. 0-16976) filed on June 6, 2002 and
incorporated herein by reference.

(b) No reports on Form 8-K have been filed during the quarter
for which this report is filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

ARVIDA/JMB PARTNERS, L.P.

BY: Arvida/JMB Managers, Inc.
(The General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: November 14, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: November 14, 2002

CERTIFICATIONS
--------------

I, Gary Nickele, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arvida/JMB
Partners, L.P.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:November 14, 2002

/s/ Gary Nickele
----------------------------
Principal Executive Officer

I, Gailen J. Hull, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arvida/JMB
Partners, L.P.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:November 14, 2002

/s/ Gailen J. Hull
----------------------------
Principal Financial Officer