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, 2003 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 (the "Exchange Act") 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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

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 . . . . . . . . . . . . . . . . . . . . 21

Item 4. Controls and Procedures. . . . . . . . . . . . . . 27

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 28

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 33

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

ASSETS
------

SEPTEMBER 30, DECEMBER 31,
2003 2002
(Unaudited) (See Note)
------------- -----------

Cash and cash equivalents . . . . . . . $ 86,532,751 88,968,513
Restricted cash . . . . . . . . . . . . 2,123,623 4,051,697
Trade and other accounts receivable
(net of allowance for doubtful
accounts of $223,000 at September 30,
2003 and December 31, 2002) . . . . . 45,882 623,175
Real estate inventories . . . . . . . . -- 8,102,696
Property and equipment, net . . . . . . 744,896 1,207,014
Investments in and advances to
joint ventures, net . . . . . . . . . 267,502 264,464
Amounts due from affiliates, net. . . . 304,217 308,132
Prepaid expenses and other assets . . . 466,415 1,632,203
Assets held for sale. . . . . . . . . . -- 32,916,891
------------ ------------

Total assets. . . . . . . . . $ 90,485,286 138,074,785
============ ============

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

CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

SEPTEMBER 30, DECEMBER 31,
2003 2002
(Unaudited) (See Note)
------------ -----------
Liabilities:
Accounts payable. . . . . . . . . . . $ 1,266,476 3,802,881
Deposits. . . . . . . . . . . . . . . 40,475 2,512,554
Accrued expenses and other
liabilities . . . . . . . . . . . . 16,774,560 21,382,068
Liabilities related to assets held
for sale. . . . . . . . . . . . . . -- 14,316,676
------------ ------------

Commitments and contingencies

Total liabilities . . . . . . 18,081,511 42,014,179
------------ ------------

Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . 103,558,110 103,582,358
Cumulative cash distributions . . . (94,999,882) (92,755,438)
------------ ------------
8,578,228 10,846,920
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . 378,734,769 379,922,908
Cumulative cash distributions . . . (679,751,037) (659,551,037)
------------ ------------
63,825,547 85,213,686
------------ ------------
Total partners' capital
accounts. . . . . . . . . . 72,403,775 96,060,606
------------ ------------

Total liabilities and
partners' capital . . . . . $ 90,485,286 138,074,785
============ ============

NOTE: The consolidated balance sheet at December 31, 2002 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, 2003 AND 2002
(UNAUDITED)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)

2003 2002
------------ ------------
Net (loss) income from continuing
operations. . . . . . . . . . . . . . $ (3,096,149) 49,111,898
Charges (credits) to net (loss) income
from continuing operations not
requiring (providing) cash:
Depreciation and amortization . . . . 462,118 1,200,192
Equity in losses (earnings) of
unconsolidated ventures . . . . . . 1,388 (298,610)
Changes in:
Restricted cash . . . . . . . . . . . 1,928,074 10,289,640
Trade and other accounts receivable . 577,293 1,137,585
Real estate inventories:
Additions to real estate
inventories . . . . . . . . . . . (13,290,615) (90,513,341)
Cost of sales . . . . . . . . . . . 21,477,987 164,697,486
Capitalized interest. . . . . . . . (84,676) (446,850)
Capitalized real estate taxes . . . -- (1,500,003)
Amounts due from affiliates, net. . . 3,915 (128,687)
Prepaid expenses and other assets . . 1,165,788 5,289,192
Accounts payable, accrued expenses
and other liabilities . . . . . . . (7,185,726) (4,728,537)
Deposits. . . . . . . . . . . . . . . (2,472,079) (12,948,219)
------------ ------------
Net cash (used in) provided
by operating activities
of continuing operations. . (512,682) 121,161,746
------------ ------------
Investing activities:
Additions to property and equipment . -- (342,401)
Joint venture distributions . . . . . 37,386 438,353
------------ ------------
Net cash provided by
investing activities of
continuing operations . . . 37,386 95,952
------------ ------------
Financing activities:
Distributions to General Partner and
Associate Limited Partners. . . . . (2,244,444) (12,344,445)
Distributions to Limited Partners . . (20,200,000) (111,100,000)
------------ ------------
Net cash used in
financing activities of
continuing operations . . . (22,444,444) (123,444,445)
------------ ------------
Net cash provided by (used in)
discontinued operations . . . . . . . 20,483,978 (161,620)
------------ ------------
Decrease in Cash and
cash equivalents. . . . . . . . . . . (2,435,762) (2,348,367)
Cash and cash equivalents,
beginning of period . . . . . . . . . 88,968,513 123,180,796
------------ ------------
Cash and cash equivalents,
end of period . . . . . . . . . . . . $ 86,532,751 120,832,429
============ ============

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, 2003
(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2002,
which are included in the Partnership's 2002 Annual Report on Form 10-K
(File No. 0-16976) filed on March 24, 2003, 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
2002 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, 2003 and December 31, 2002 and for the three and nine months
ended September 30, 2003 and 2002. The results of operations for the three
and nine month periods ended September 30, 2003 are not necessarily
indicative of the results to be expected for the fiscal year ending
December 31, 2003.

In May 2003, the FASB issued Statement NO. 150 ("SFAS 150"),
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 addresses financial accounting and
reporting for certain financial instruments with characteristics of both
liabilities and equity. This statement requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset
in some circumstances) because that financial instrument embodies an
obligation of the issuer. Although SFAS 150 was originally effective July
1, 2003, the FASB has indefinitely deferred certain provisions related to
classifications and measurement requirements for mandatorily redeemable
financial instruments that become subject to SFAS 150 solely as a result of
consolidation. The adoption of SFAS 150 will not have a material impact on
our financial statements.

In April 2003, the FASB issued Statement No. 149 ("SFAS 149"),
"Amendment of Statement 133 on Derivative Instruments and Hedging
Activities." This statement amends SFAS 133 to provide clarification on
the financial accounting and reporting of derivative instruments and
hedging activities and requires contracts with similar characteristics to
be accounted for on a comparable basis. The Partnership does not have any
derivative instruments or hedging activities and, therefore, adoption of
SFAS 149, which is effective for contracts entered into or modified after
September 30, 2003 is not applicable.

In January 2003, FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). The provisions of FIN 46 are
effective immediately for variable interest entities formed or acquired
after January 31, 2003 and in the interim period beginning after
December 15, 2003 for variable interest entities in which the Partnership
has held such an interest before February 1, 2003. The Partnership has
completed its assessment of FIN 46 implications and determined it does not
have any interests in variable interest entities.

In November 2002, FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"), which expands on the
guidance for the accounting and disclosure of guarantees. Each guarantee
meeting the characteristics described in FIN 45 is to be recognized and
initially measured at fair value. In addition, guarantors are required to
make significant new disclosures, even if the likelihood of the guarantor
making payments under the guarantee is remote, which represents another
change from general previous practice. The disclosure requirements are
effective for financial statements ending after December 15, 2002, while
the initial recognition and initial measurement provisions are applicable
on a prospective basis to guarantees issued or modified after December 31,
2002. The impact of FIN 45 is described below.

Warranty Reserves

In the normal course of business, the Partnership will incur warranty
related costs associated with homes which have previously closed. Warranty
reserves are established by charging cost of sales and recognizing a
liability for the estimated warranty costs for each home that is closed.
The Partnership monitors this reserve on a quarterly basis by evaluating
the historical warranty experience and the reserve is adjusted as
appropriate for current quantitative and qualitative factors. Actual
future warranty costs could differ from the currently estimated amounts.

For the nine months ended September 30, 2003 and 2002, changes in the
warranty accrual consisted of the following:

2003 2002
----------- ----------
Accrued warranty costs,
January 1 . . . . . . . . . . . $ 2,162,000 3,042,000
Estimated liability recorded. . . 2,407,000 2,501,000
Payments made . . . . . . . . . . (2,437,000) (3,174,000)
----------- ----------
Accrued warranty costs,
September 30. . . . . . . . . . $ 2,132,000 2,369,000
=========== ==========

Accrued warranty costs are included in Accrued expenses and other
liabilities on the accompanying balance sheets.

Obligations Under Sale Agreements

In connection with the sale of The Shoppes of Town Center (the
"Shoppes") in Weston on February 7, 2003, certain consolidated entities of
the Partnership undertook certain indemnity obligations to the purchaser or
its lender. In general, these obligations relate to indemnification
against loss, costs or expenses arising out of a breach of representation
or warranty, possible claims of tenants, certain rent obligations,
restrictions on the leasing or use of the property, litigation relating to
the property, claims occurring or accruing prior to the closing and certain
other usual and customary matters. Some of these indemnity obligations
will terminate as to claims made after the first anniversary date of the
sale while other of these indemnity obligations have no specified
termination. Due to the different circumstances that could cause the
indemnity obligations to arise, the Partnership is not able to estimate the
maximum potential amount of these indemnity obligations, although the
Partnership currently does not believe that individually or collectively
these indemnity obligations will have a material adverse effect on its
financial condition or results of operations. The Partnership has recorded
a liability of approximately $126,000 for these indemnity obligations at
September 30, 2003. This liability is included in Accrued expenses and
other liabilities on the accompanying balance sheet at September 30, 2003.

In connection with the sale of the Weston Hills Country Club (the
"Country Club") on October 1, 2002, certain consolidated entities of the
Partnership (i) made certain representations, warranties and covenants for
the benefit of the purchaser concerning the sellers and the Country Club
and its business and operations and (ii) agreed to indemnify the purchaser
against third party claims or causes of actions in connection with the
sellers' ownership or operation of the Country Club and occurring or
accruing prior to the closing as well as against certain other usual and
customary matters. In general, the representations, warranties and
covenants will survive for one year from the date of closing while the
indemnity obligations have no express termination. The maximum potential
amount of these obligations is generally $1,000,000. 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 after the sale and is reflected as
restricted cash on the accompanying consolidated balance sheets at
September 30, 2003 and at December 31, 2002. As of October 1, 2003, the
representations, warranties and covenants made by the Partnership in
connection with the sale of the Country Club have expired. The Partnership
has sent an "Authorization for Escrow Release" form to the buyer for
signature. The buyer has not yet returned the form to the Partnership.
However, the buyer has not given any formal indication that it will dispute
the release of the escrowed funds. No liability has been recorded for
these obligations.

Indemnification of Certain Persons

Under certain circumstances, the Partnership indemnifies the General
Partner and certain other persons performing services on behalf of the
Partnership for liability they may incur arising out of the indemnified
persons' activities conducted on behalf of the Partnership. There is no
limitation on the maximum potential payments under these indemnification
obligations, and, due to the number and variety of events and circumstances
under which these indemnification obligations could arise, the Partnership
is not able to estimate such maximum potential payments. However,
historically the Partnership has not made payments in material amounts
under such indemnification obligations, and no amount has been accrued in
the accompanying financial statements for these indemnification obligations
of the Partnership.

Discontinued Operations

Effective January 1, 2002, the Partnership adopted FASB Statement
No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-
Lived Assets". SFAS 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 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. Accordingly, operations of the Shoppes, the Country
Club, the AOK Group, which owned an approximate 46 acre parcel (the "Ocala
Parcel") near Ocala, Florida, Waterways II, an approximate 4.6 acre parcel
in Weston (the "Waterways II Parcel") on which a shopping center containing
approximately 31,300 square feet of rentable space was being constructed,
one commercial office parcel and certain commercial office units in Weston,
which met the criteria for assets held for sale, have been accounted for as
net income from operations of 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. As
of September 30, 2003, all assets previously classified as assets held for
sale have been sold.

Condensed financial information relating to Assets held for sale is as
follows:
September 30, December 31,
2003 2002
------------- ------------
Assets held for sale:
Property and equipment, net. . $ -- 30,892,643
Real estate inventories
and other assets. . . . . . . -- 2,024,248
----------- -----------
Total assets. . . . . . . . -- 32,916,891
----------- -----------
Liabilities related to assets
held for sale:
Notes and mortgages payable. . -- 13,800,753
Other liabilities. . . . . . . -- 515,923
----------- -----------
Total liabilities . . . . . -- 14,316,676
----------- -----------
Net Assets held for sale . . . . $ -- 18,600,215
=========== ===========

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $84,676 and
$446,850 was incurred for the nine months ended September 30, 2003 and
2002, respectively, all of which was capitalized. Interest payments,
including amounts capitalized, of $47,011 and $465,607 were made during the
nine months ended September 30, 2003 and 2002, respectively. Interest,
including the amortization of loan fees, of $0 and $138,550 was incurred
for the three months ended September 30, 2003 and 2002, respectively, all
of which was capitalized. Interest payments, including amounts capitalized
of $0 and $155,327 were made during the three months ended September 30,
2003 and 2002. The decrease in interest incurred and paid during the three
and nine month periods ending September 30, 2003 as compared to the same
periods in 2002 is primarily due to the repayment in February 2003 of the
remaining amount outstanding on the mortgage loan secured by the Shoppes,
which is included in Liabilities related to assets held for sale on the
accompanying consolidated balance sheet at December 31, 2002.

A net real estate tax credit of $186,379 and an expense of $1,552,008
were incurred for the nine months ended September 30, 2003 and 2002,
respectively, of which $0 and $1,500,003 were capitalized, respectively.
The net tax credit for the nine months ended September 30, 2003, resulted
from the refund in March 2003, of a tax overpayment paid by the Partnership
in 2002. Real estate tax payments of $72,749 and $196,792 were made during
the nine months ended September 30, 2003 and 2002, respectively. In
addition, real estate tax reimbursements totaling $288,969 and $136,120
were received from the Partnership's escrow agent during the nine months
ended September 30, 2003 and 2002, respectively. Real estate taxes of
$28,883 and $517,160 were incurred for the three months ended September 30,
2003 and 2002, of which $0 and $507,765 were capitalized, respectively.
Real estate tax payments of $16,675 and $80,252 were made during the three
months ended September 30, 2003 and 2002, respectively. In addition, real
estate tax reimbursements totaling $9,572 and $2,086 were received from the
Partnership's escrow agent during the three months ended September 30, 2003
and 2002, respectively. The decrease in real estate taxes incurred during
the three and nine month periods ending September 30, 2003 as compared to
the same periods in 2002 is due to the continued sale of the remaining
Partnership assets. The preceding analysis of real estate taxes does not
include real estate taxes incurred or paid with respect to the Partner-
ship's club facilities and other operating properties as these taxes are
included in Net income from assets held for sale as described in
Discontinued Operations.

Property and Equipment and Other Assets

Depreciation expense of $462,118 and $1,200,192 was recorded for the
nine months ended September 30, 2003 and 2002, respectively. Amortization
of loan fees, which is included in interest expense, of $0 and $50,000 was
recorded for the nine months ended September 30, 2003 and 2002,
respectively. Depreciation expense of $46,460 and $844,708 was recorded
for the three months ended September 30, 2003 and 2002, respectively.
Amortization of loan fees, which is included in interest expense, of $0 and
$8,333 was recorded for the three months ended September 30, 2003 and 2002,
respectively. The decrease in depreciation expense incurred during the
three and nine month periods ending September 30, 2003 as compared to the
same periods in 2002 is due to the continued sale of the remaining
Partnership assets.

Partnership Distributions

During February 2003, the Partnership made a distribution for 2002 of
$20,200,000 to its Holders of Interest ($50.00 per Interest) and $2,244,444
to the General Partner and Associate Limited Partners, collectively.

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.

Reclassifications

Certain reclassifications have been made to the 2002 financial
statements to conform to the 2003 presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported or
disclosed in the financial statements and accompanying notes. Actual
results could differ from those estimates.

RESTRICTED CASH

Restricted cash are amounts restricted under various escrow agreements
as well as cash which collateralizes letters of credit. The reduction in
restricted cash is due to a release of collateral securing certain of these
letters of credit.

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, all of 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, 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 guaranteed the
obligations of the borrower, subject to a reduction in the guarantee upon
the satisfaction of certain conditions. At December 31, 2002, the balance
outstanding on the loan was approximately $13,800,800. This amount is
included in Liabilities related to assets held for sale on the accompanying
consolidated balance sheet at December 31, 2002. Interest on the loan (as
modified effective May 31, 2001 and further modified effective December 31,
2001) was 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 were 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 could be prepaid in whole or in part at anytime, provided that the
borrower paid 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 commenced in March 2000 and was completed by
December 31, 2002. The outstanding principal balance and accrued and
unpaid interest of approximately $13,848,000 were paid in February 2003 out
of the proceeds from the sale of the Shoppes.

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, 2003 was approximately $101,300 all
of which was paid as of November 3, 2003. The total of such costs for the
nine months ended September 30, 2002 was approximately $254,500. 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 $268,000 and $450,300 for the
nine months ended September 30, 2003 and 2002, respectively, all of which
were paid as of November 3, 2003.

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,
2003, the amount of such costs incurred by the Partnership on behalf of
these affiliates totaled approximately $45,200. At September 30, 2003,
approximately $630 was owed to the Partnership, all of which was received
as of November 3, 2003. For the nine month period ended September 30,
2002, the Partnership was entitled to reimbursements of approximately
$145,000.

For the nine month periods ended September 30, 2003 and 2002, the
Partnership reimbursed St. Joe/Arvida Company, L.P. ("St. Joe/Arvida") or
its affiliates approximately $6,047,000 and $3,382,000, 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). On January 1, 2003
certain employees of the Partnership became employees of St. Joe/Arvida.
Therefore, a significant portion of the expense related to this
reimbursement to St. Joe/Arvida in 2003 was a direct operating expense of
the Partnership for the nine months ended September 30, 2002. At
September 30, 2003, the Partnership owed St. Joe/Arvida approximately
$11,300 for services provided pursuant to this agreement, all of which was

paid as of November 3, 2003. 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, 2003 and 2002, the Partnership was
entitled to reimbursement of such costs totaling approximately $3,812,000
and $4,574,000, respectively, from St. Joe/Arvida and its affiliates. Of
this amount, approximately $307,100 was owed to the Partnership at
September 30, 2003, all of which was received as of November 3, 2003.

The Partnership received reimbursement from St. Joe/Arvida and its
affiliates for the use of certain equipment and property owned or leased by
the Partnership. In addition, in July 2003, the Partnership assigned its
rights as licensee in certain software licenses to The St. Joe Company in
consideration of a payment for the assignment. The Partnership remains
contingently liable to the software licensor for performance of the
obligations under the software licenses and retains certain rights to use
the software licenses. The net reimbursement and payment received for
these items by the Partnership for the nine month periods ended
September 30, 2003 and 2002 was approximately $194,000 and $0,
respectively.

In July 2003, affiliates of JMB Realty Corporation sold their interest
in St. Joe/Arvida to an affiliate of The St. Joe Company. Such sale did
not involve the sale of any assets of the Partnership, the sale of the
General Partner's interest in the Partnership, nor the sub-management
agreement for the services provided to the Partnership by St. Joe/Arvida.

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, 2003 and 2002, the Partnership was entitled to receive
approximately $65,700 and $358,000, respectively, none of which was
received as of November 3, 2003.

In February 2003, the General Partner and Associate Limited Partners,
collectively, received cash distributions in the aggregate amount of
$2,244,444. 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.

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 $8,861,300 at September 30, 2003. In addition, certain joint
ventures in which the Partnership holds an interest are also contingently
liable under performance bonds for approximately $306,100 at September 30,
2003.

On August 29, 2002, the Partnership entered into an agreement with St.
Joe/Arvida for the prospective assignment to and assumption by St.
Joe/Arvida of the Partnership's rights and obligations under the lease for
its offices (approximately 19,100 rentable square feet of space) in Boca
Raton, Florida, to be effective January 1, 2003. This agreement for the
assignment and assumption of the lease was subsequently modified to be made
effective January 1, 2004.

Rental expense of $779,200 and $1,276,400 was incurred for the nine
month periods ended September 30, 2003 and 2002, respectively.

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 the Juarez and Lakes of the Meadow lawsuits discussed
below, these lawsuits have been settled, and United States Fire Insurance
Company (whether acting on its own behalf or for its affiliates, "U.S.
Fire"), 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. U.S. Fire has stated that it has funded these settlements
pursuant to various non-waiver agreements. U.S Fire's position was that
these non-waiver agreements permitted the carrier to fund the settlements
without preventing it from raising insurance coverage issues or waiving
such coverage issues. On May 23, 1995, U.S. Fire 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 U.S. Fire 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 U.S. Fire'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 Miami-Dade County, Florida.
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. The Walt Disney Company (n/k/a Disney Enterprises, Inc.,
"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 a
range of approximately $350,000 to $600,000. The Partnership is being
defended by U.S. Fire. 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 Associations,
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 Miami-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 amended
complaint, plaintiffs have sought 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. 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 with a discovery cut-off currently set for
January 21, 2004, and a trial date to be set thereafter.

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 on May 29, 2002, 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.

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 the 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 have sought 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. In this mediation session, a mediation conducted on
November 15-16, 2002, and in various other continuing communications, the
parties have discussed the issues raised by the notices of violation,
plaintiffs' demands, and possible ways in which to address those issues,
including possible settlement. The parties held an additional mediation
session on September 22-23, 2003, at which they had a further discussion of
the terms of a possible settlement. Certain issues remain to be resolved
regarding a settlement, and there is no assurance that the parties will
reach an agreement to settle. Further discussions are expected.

The Partnership is currently being defended by counsel paid for by
U.S. Fire. During 2001, the Partnership settled the claims brought in
connection with Lakes of the Meadow Village Homes Condominium No. Eight
Maintenance Association, Inc. ("Association No. 8") for a payment of
$155,000 funded by U.S. Fire. 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. Association No. 8 submitted construction plans to
address the issues raised by the Building Department notices of violations
and comments received by the plan reviewers for that Associations' units.
On February 7, 2003, Association No. 8 received permits approving its plans
for most of its condominium units and is in the process of engaging a
general contractor for the work. Based on currently known information, the

Partnership estimates that it may cost approximately $1,715,000 to fund the
cost of addressing the construction issues in accordance with the approved
plans. 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 U.S. Fire to pay the expense of addressing these
construction issues for Association No. 8. In the event that U.S. Fire
does not fund these costs, the Partnership expects to fund these costs
under the circumstances and seek reimbursement from U.S. Fire.

On the basis of the discussions to date, the Partnership believes that
the cost of addressing the issues raised by, and to receive a release from,
Association Nos. 1-7 and 9 can currently be estimated at $5.6 million. As
with the cost to address the issues raised by Association No. 8, the
Partnership has asked U.S. Fire to pay the expense of addressing the issues
of these plaintiffs and resolving this matter. In the event that U.S. Fire
does not pay these costs, the Partnership expects to fund these costs under
the circumstances and seek reimbursement from U.S. Fire for a portion of
these costs, up to the remaining limits of its insurance policy for this
type of loss.

The Partnership has applied the accounting rules concerning loss
contingencies in regard to the treatment of this matter for financial
reporting purposes.

On August 9, 2002, the Partnership received a reservation of rights
letter from U.S. Fire, by which it 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.

As a result of this reservation of rights letter and the demands being
made by the plaintiffs in the mediation sessions, on November 20, 2002, the
Partnership filed a four count complaint, Arvida/JMB Managers, Inc. on
behalf of Arvida/JMB Partners, L.P. v. United States Fire Insurance Company
in the Circuit Court of Cook County, Illinois, Chancery Division,
02CH21001, for declaratory relief and damages ("Illinois action"). In the
complaint, the Partnership seeks, among other things, a declaration that
U.S. Fire is obligated to indemnify the Partnership for the Lakes of the
Meadow litigation including amounts expended and to be expended in
connection with the complete resolution of the construction issues for
Association No. 8 (hereinafter, the "Lakes of the Meadow Matter"); actual
damages, including full indemnification for the Lakes of the Meadow Matter;
such other direct and consequential damages as are proven at trial;
prejudgment interest as permitted by law; and any other legal and equitable
relief that the court deems just and proper under the circumstances.

In a December 20, 2002 letter, the Partnership's excess insurance
carrier, The Home Insurance Company (the "Home"), and its agent, Risk
Enterprise Management Limited ("REM"), advised the Partnership of Home's
position that the Home policy provides coverage for the Lakes of the Meadow
Matter only in the event that the U.S. Fire policy provides coverage and
that U.S. Fire pays the limits under its policy. Given Home's position,
the Partnership amended its Illinois action to add Home and REM as
defendants in order to obtain, among other things, a declaration that Home
is obligated to defend and indemnify the Partnership for the Lakes of the
Meadow Matter; actual damages; such other direct and consequential damages
as proven at trial; prejudgment interest; and any other legal and equitable
relief that the court deems just and proper under the circumstances.

In a separate proceeding on March 5, 2003, a superior court judge for
the State of New Hampshire entered an order placing Home under an order of
rehabilitation in order to preserve and protect the interests and assets of
Home and to stay all actions and proceedings against it for a period of
ninety days, except as may be modified by further order of the court. On
June 13, 2003, after a determination was reached that further attempts to
rehabilitate Home would be futile and that Home was insolvent, the court
overseeing the rehabilitation issued an order to liquidate Home. The order
provides, among other things, for the appointment of a liquidator, the
cancellation of all in-force contracts of insurance, the securing of all of
Home's assets, the abatement of all actions and all proceedings against
Home, whether pending in the State of New Hampshire or elsewhere, and an
injunction against the commencement or continuance of actions against Home.

The Partnership is evaluating the effect, if any, that this order may have
on the continued prosecution of the Illinois action as well as the
existence of coverage provided by Home, generally. Given the pending
liquidation, the Partnership believes that it is doubtful that any
substantial recoveries from Home will be obtained.

The Partnership strongly disagrees with the positions taken by U.S.
Fire and Home regarding coverage under the relevant insurance policies and
believes that it is covered under the terms of those policies. However,
for reasons cited above, and others, the Partnership can give no assurances
as to the ultimate portion of the expenses, fees, and damages allegedly
relating to the Lakes of the Meadow Matter, if any, which will be covered
by its insurance.

The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al, Case No. 03010709, filed
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. In this suit that was filed on or about June 20, 2003,
plaintiff purports to bring a class action allegedly arising out of
construction defects occurring during the development of Camellia Island in
Weston, which has approximately 150 homes. Plaintiff has filed a fourteen
count complaint seeking unspecified general damages, special damages,
statutory damages, prejudgment and post-judgment interest, costs,
attorneys' fees, and such other relief as the court may deem just and
proper. Plaintiff complains, among other things, that the homes were not
built of high quality and adequate construction, that the homes were not
built in conformity with the South Florida Building Code and plans on file
with Broward County, Florida, that the roofs were not properly attached or
were inadequate, that the truss systems and installation were improper, and
that the homes suffer from improper shutter storm protection systems. The
Partnership believes that it has meritorious defenses. Due to, among other
things, the early stage of the litigation, the Partnership has not
determined what, if any, loss exposure that it may have for this matter,
and the accompanying consolidated financial statements do not reflect any
accruals related to this matter. This case has been tendered to Zurich for
defense and indemnity. Zurich is providing a defense of this matter under
a purported reservation of rights. The Partnership is unable to determine
the ultimate portion of the expenses, fees, and damages, if any, which will
be covered by its insurance.

The following three lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community. These
lawsuits are collectively referred to as the "landscape cases."

The Partnership has been named a defendant in a lawsuit entitled, The
Ridges Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida Management Limited Partnership, and CCL Consultants,
Inc., Case No. 0310189, filed on or about June 6, 2003 in the Circuit Court
of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff

is alleged to be a homeowners' association representing the owners of
approximately 1,500 homes and extensive common areas in the Ridges
subdivision in Weston. In this six count complaint for breach of implied
warranty of merchantability, breach of implied warranty of fitness, breach
of express warranty, fraudulent misrepresentation and concealment,
negligent design, construction and/or maintenance and breach of fiduciary
duty, plaintiff seeks an unspecified dollar amount of compensatory damages,
interest, court costs and such other relief as the court may deem just and
proper. Plaintiff alleges that it evaluated the condition of the common
areas after the turnover of the community in January 2000 and discovered
numerous construction, design and maintenance defects and deficiencies
including, but not limited to, improper planting of inferior quality/grade
of landscaping contrary to prevailing government codes, shallow planting of
landscaping, landscape planting in inappropriate areas, and the planting of
landscaping that would uproot sidewalks. Plaintiff also alleges that prior
to the turnover of the community, the Arvida defendants engaged in a series
of actions that amounted to a breach of their fiduciary duties to plaintiff
by, among other things, improperly failing to pay for all of the common
expenses actually incurred prior to turnover in excess of the assessment
for common expenses and any other funds including working capital,
executing pre-turnover amendments to the declarations of the association
for the Arvida defendants' sole benefit and to the financial detriment of
the plaintiff, engaging in acts which constituted a conflict of interest,
and allegedly improperly transferring funds by and between plaintiff and a
non-party, The Town Foundation, Inc., which was also allegedly under the
control of one or more of the Arvida defendants, all in breach of
defendants' alleged fiduciary duties. The Arvida defendants believe that
they have meritorious defenses.

The Partnership has been named a defendant in a case entitled The
Falls Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., CCL Consultants, Inc. and Stiles Corporation f/k/a Stiles
Landscape Service Co., Case No. 0302577, filed on or about February 10,
2003, in the 17th Judicial Circuit in and for Broward County, Florida.
Plaintiff is alleged to be the homeowners' association responsible for the
maintenance, repair, and replacement of the common areas within the Falls
subdivision in Weston. Plaintiff complains that on turnover of the Falls
subdivision, it discovered numerous construction, design and maintenance
defects and deficiencies including, but not limited to, the quality/grade
of the landscaping, landscaping planted too shallow, landscaping planted
too deep, landscaping planted in narrow swale areas, landscaping planted in
shallow soil areas, poor fertility of road rock under locations where
landscaping is planted and poor maintenance. Plaintiff has filed a six
count complaint with five counts against the Partnership for breach of
implied warranty of merchantability, breach of implied warranty of fitness,
breach of express warranty, fraudulent misrepresentation/concealment, and
negligent design, construction and/or maintenance. Plaintiff seeks an
unspecified amount of compensatory damages, interest, costs, and such other
and further relief as is just and equitable. Defendants believe that they
have meritorious defenses.

On October 22, 2003, a case entitled Weston Lakes Maintenance
Association v. Arvida/JMB Partners and Arvida/JMB Managers, Inc., Case No.
0318490, was filed in the Circuit Court of the Seventeenth Judicial Circuit
in and for Broward County, Florida Civil Division, but not yet served on
the defendants. In the four-count complaint plaintiff, Weston Lakes
Maintenance Association, alleges that it brings this action based on its
common identity with the individual home buyers with regard to the common
community elements. Plaintiff alleges that defendants negligently selected
and installed inferior landscaping materials in the common areas and
elements of the Weston Lakes subdivision. Plaintiff alleges that
defendants' actions have caused higher than expected maintenance fees and
that the landscaping is causing injury and damage to sidewalks and roadways
that must be repaired or replaced. Plaintiff alleges that an unspecified
large sum of money will be required to replace the alleged substandard
landscaping and that significant expense on remedial maintenance, repair
and replacement of elements throughout the community will be incurred. The

four-count complaint is for negligent construction and design of
landscaping allegedly based on a violation of a Broward County ordinance
regarding plant materials, common law negligence, breach of implied
warranty of fitness, and breach of implied warranty of merchantability.
Plaintiff seeks a judgment in an unspecified amount and type of damages,
attorney's fees and such other relief as the court may deem proper.
Defendants believe they have meritorious defenses. The case is in its
preliminary stages and defendants intend to defend this matter vigorously.

Due to, among other things, the early stages of litigation, the
Partnership has not determined what, if any, loss exposure that it may have
for the landscape cases, and the accompanying consolidated financial
statements do not reflect any accruals related to the landscape cases.
Each of the landscape cases has been tendered to Zurich American Insurance
Company or one of its affiliates (collectively, "Zurich") for defense and
indemnity. Zurich is providing a defense of each of the landscape cases
under a purported reservation of rights. The Partnership is unable to
determine the ultimate portion of the expenses, fees, and damages allegedly
relating to the landscape cases, if any, which will be covered by its
insurance.

In 1994, the Partnership was advised by Merrill Lynch that various
investors sought to compel Merrill Lynch to arbitrate claims brought by
certain investors in 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 other actions brought
against it arising in the normal course of business. It is the belief of
the General Partner, 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.

SUBSEQUENT EVENT

In November 2003, the Partnership entered into sale and purchase
agreements with an unaffiliated third party with respect to two small land
parcels each containing a billboard monument sign located in the City of
Weston. The transactions are scheduled to close on December 8, 2003,
subject to extension or termination in accordance with the terms of the
agreements and further subject to customary and ordinary closing
conditions. However, there can be no assurance as to when or if these
transactions will close and if they do close, the amount of net proceeds
that will be received by the Partnership.

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.

This report, including this Management's Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking
statements. Words like "believes," "expects," "anticipates," "likely," and
similar expressions used in this report are intended to identify forward-
looking statements. These forward-looking statements give the
Partnership's current estimates or expectations of future events,
circumstances or results, including statements concerning possible future
distributions and the amount of time and money that may be involved in
completing the liquidation, winding up and termination of the Partnership
or, if applicable, a Liquidating Trust (discussed below) as a successor to
the Partnership. Any forward-looking statements made in this report are
based upon the Partnership's understanding of facts and circumstances as
they exist on the date of this report, and therefore such statements speak
only as of the date of this report. In addition, the forward-looking
statements contained in this report are subject to risks, uncertainties and
other factors that may cause the actual events or circumstances, or the
results or performances of the Partnership, to be materially different from
those estimated or expected, expressly or implicitly, in the forward-
looking statements. In particular, but without limitation, statements
concerning possible future distributions to the Holders of Interests or the
timing or costs associated with completion of a liquidation, winding up and
termination may be adversely affected by unanticipated liabilities or
increases in required reserves to meet possible claims or contingencies
(including, without limitation, contingencies relating to potential
homeowner warranty claims), additional or unanticipated remedial
construction or development costs, delays in resolving pending or
threatened litigation or potential claims, delays in satisfying conditions
or obligations under permits obtained by the Partnership, including those
for mitigation for the Weston Increment III area, currently unasserted
claims that arise in the future and other factors affecting the timing or
amount of expenses incurred in completing a liquidation, winding up and
termination.

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 was to be completed by October
2002. In October 2002 the Partnership commenced a solicitation for
consents to an amendment (the "Amendment") to the Partnership's Amended and
Restated Agreement of Limited Partnership providing for an extension of the

term of the Partnership's liquidation period to not later than October 31,
2005. In addition, under the terms of the Amendment, the General Partner
is authorized, in its sole discretion, to complete the liquidation of the
Partnership by forming a liquidating trust (the "Liquidating Trust") and
contributing any remaining Partnership assets to the Liquidating Trust
subject to all outstanding obligations and liabilities of the Partnership.
In November 2002 the Holders of a majority of the outstanding Interests
gave their consent to the Amendment, which became effective October 29,
2002, and, accordingly, the term of the Partnership's liquidation period
has been extended.

The Partnership has completed construction and closed on the sale of
all remaining housing units to be built by the Partnership. The
Partnership's remaining assets include tangible personal property including
vehicles and furniture, fixtures and equipment used in the Partnership's
operations, receivables, and certain contract rights.

In November 2003, the Partnership entered into sale and purchase
agreements with an unaffiliated third party with respect to two small land
parcels each containing a billboard monument sign located in the City of
Weston. The transactions are scheduled to close on December 8, 2003,
subject to extension or termination in accordance with the terms of the
agreements and further subject to customary and ordinary closing
conditions. However, there can be no assurance as to when or if these
transactions will close and if they do close, the amount of net proceeds
that will be received by the Partnership.

On September 12, 2003, the Partnership, through certain consolidated
entities, closed on the sale of a land parcel in Boca Raton to an
unaffiliated third party. The gross sales price of the land parcel was
$231,118. There were no related costs associated with the sale of this
parcel resulting in net cash proceeds from the sale of $231,118, and a gain
of $231,118 for financial reporting purposes and for Federal income tax
purposes.

On May 23, 2003, the Partnership, through certain consolidated
entities, closed on the sale of a land parcel adjacent to the Shoppes
("Town Center Parcel") to an unaffiliated third party. The gross sale
price of the Town Center Parcel was $1,200,000. Net cash proceeds received
from the sale after prorations and closing costs totaled approximately
$982,000. The sale resulted in a gain of approximately $354,000 for
financial reporting purposes and Federal income tax purposes.

On May 23, 2003, the Partnership, through certain consolidated
entities, closed on the sale of two commercial office building units in
Weston. The gross sales price of the units was $348,000. Net cash
proceeds received from the sale after proration and closing costs totaled
approximately $312,000. The sale resulted in a loss of approximately
$177,000 for financial reporting purposes and Federal income tax purposes.

On February 7, 2003, the Partnership through certain consolidated
entities (collectively, the "Seller"), closed on the sale of The Shoppes of
Town Center (the "Shoppes") in Weston, a mixed use retail/office plaza
consisting of approximately 158,000 net leasable square feet, to
unaffiliated third parties (collectively, the "Buyer"). The gross sale
price for the Shoppes was $34,330,000. Net cash proceeds received from the
sale, after prorations, credits, closing costs, amounts escrowed and the
settlement of the Seller's outstanding loan balance totaled approximately
$18,198,000. Under the Sale and Purchase Agreement (the "Agreement"), the
Seller undertook certain indemnity obligations for the benefit of the Buyer
or its lender. In general, these obligations relate to indemnification
against loss, costs or expenses arising out of a breach of representation
or warranty, possible claims of tenants, certain rent obligations,
restrictions on the leasing or use of the property, litigation relating to
the property, claims occurring or accruing prior to the closing and certain

other usual and customary matters. Some of these indemnity obligations
will terminate as to claims made after the first anniversary date of the
sale while other of these indemnity obligations have no specified
termination. The Partnership has recorded a liability of approximately
$126,000 for these indemnity obligations at September 30, 2003. The Seller
deposited $100,000 and the Buyer deposited $50,000 in escrow to secure an
obligation to indemnify the Buyer's lender. The Seller also deposited
$50,000 in escrow as security for completion of remediation work for
compliance with the Americans with Disabilities Act. The net book value
and net cash proceeds received from the sale represented approximately 22%
and 13%, respectively, of the Partnership's total consolidated assets for
financial reporting purposes at December 31, 2002. The sale resulted in a
gain of approximately $1,365,000 for financial reporting purposes and a
gain of approximately $1,835,000 for Federal income tax purposes.

On December 27, 2002, the Partnership, through certain consolidated
entities, closed on the sale of the Ocala Parcel to an unaffiliated third
party. The gross sale price of the Ocala Parcel was $1,400,000. Net cash
proceeds received from the sale, after prorations and closing costs totaled
approximately $1,266,000. The sale resulted in a loss of approximately
$380,000 for financial reporting purposes and a loss of approximately
$2,610,000 for Federal income tax purposes.

On December 4, 2002, the Partnership, through certain consolidated
entities, closed on the sale of the Waterways II Parcel to an unaffiliated
third party. The Partnership was constructing a shopping center on the
Waterways II Parcel which was not completed on the date of the sale. Under
the terms of the agreement, the seller assigned to the buyer the seller's
rights and obligations under the construction contract and the plans and
specifications for construction, as well as an agreement for parking. The
gross sale price of the Waterways II Parcel was $5,151,000. Net cash
proceeds received from the sale after prorations and closing costs totaled
approximately $4,588,000. The sale resulted in a gain of approximately
$1,170,000 for financial reporting and Federal income tax purposes.

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 seller (i) made certain representations, warranties and
covenants for the benefit of the purchaser concerning the sellers and the
Country Club and its business and operations and (ii) agreed to indemnify
the purchaser against third party claims or causes of actions in connection
with the sellers' ownership or operation of the Country Club and occurring
or accruing prior to the closing as well as against certain other usual and
customary matters. In general, the representations, warranties and
covenants survive for one year from the date of closing while the indemnity
obligations have no express termination. The maximum potential amount of
these obligations is generally $1,000,000. In accordance with the sale and
purchase agreement, $1,000,000 of the sale price was placed in escrow to
pay possible claims or demands of the purchaser arising from the sale
during the one-year period, and is therefore reflected as restricted cash
on the accompanying consolidated balance sheets at September 30, 2003 and
at December 31, 2002. As of October 1, 2003, the representations,
warranties and covenants made by the Partnership in connection with the
sale of the Country Club have expired. The Partnership has sent an
"Authorization for Escrow Release" form to the buyer for signature. The
buyer has not yet returned the form to the Partnership. However, the buyer
has not given any formal indication that it will dispute the release of the
escrowed funds. No liability has been recorded for these obligations. 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 sale
resulted in a gain of approximately $6,980,000 for financial reporting
purposes and a loss of approximately $6,106,000 for Federal income tax
purposes.

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 current and
possible future claims, including those for indemnities and other matters
under various agreements made in connection with the sales of the Country
Club and the Shoppes, possible development or construction repairs or
remedial work, homeowner warranty claims, completion of work or possible
remediation 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 currently expects that those available
funds in excess of the amount determined to be held in reserve would be
distributed during 2003 and 2004 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 at a later date.

The Partnership is currently seeking to sell its remaining assets by
no later than the end of 2004. However, the Partnership is not able to
determine the amount of time and money that it will take to effect its (or,
if applicable, the Liquidating Trust's) liquidation, winding up and
termination. 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 sell or otherwise dispose of
the Partnership's remaining assets and the time and expense to resolve all
obligations, liabilities and claims, including contingent liabilities and
claims that are not yet asserted but may be made in the future. In
addition, as noted above, additional or unanticipated remedial construction
or development costs, delays in resolving pending or threatened litigation
or potential claims, delays in satisfying conditions or obligations under
permits obtained by the Partnership, including those for mitigation for the
Weston Increment III area, currently unasserted claims that arise in the
future and other factors could extend the time required, and significantly
increase the cost, to complete the liquidation, winding up and termination.

At September 30, 2003 and December 31, 2002, the Partnership had
unrestricted Cash and cash equivalents of approximately $86,533,000 and
$88,969,000, respectively. At October 31, 2003, the Partnership had
unrestricted Cash and cash equivalents of approximately $86,029,000. Cash
and cash equivalents are available for working capital requirements,
reserves and distributions to partners and Holders of Interests. The
source of both short-term and long-term future liquidity is expected to be
derived primarily from cash on hand.

The Partnership expects to make a distribution at the end of November
2003 of $20,200,000 to its Holders of Interests ($50 per Interest) and
$2,244,444 to the General Partner and Associate Limited Partners,
collectively.

During February 2003, the Partnership made a distribution for 2002
totaling approximately $22,444,000, of which $20,200,000 was distributed to
the Holders of Interests ($50 per Interest), and approximately $2,244,000
was distributed to the General Partner and Associate Limited Partners,
collectively. 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.

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, all of 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 mortgage loan
with First Union National Bank for the development and construction of the
Shoppes. The loan was made to an indirect, majority-owned subsidiary of
the Partnership, and the Partnership guaranteed the obligations of the
borrower, subject to a reduction in the guarantee upon the satisfaction of
certain conditions. At December 31, 2002, the balance outstanding on the
loan was approximately $13,800,800. This amount is included in Liabilities
related to assets held for sale on the accompanying consolidated balance
sheet at December 31, 2002. Interest on the loan (as modified effective
May 31, 2001 and further modified effective December 31, 2001) was 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 were 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 could be prepaid
in whole or in part at anytime, provided that the borrower paid 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 commenced in March 2000 and was completed by December 31, 2002.
The outstanding principal balance and accrued and unpaid interest of
approximately $13,848,000 were paid in February 2003 out of the proceeds
from the sale of the Shoppes.

In January 2003, CMG Partners, LLC ("CMG") made an offer to purchase
up to 4.9% of the outstanding Interests for $100 per Interest. In
addition, in February 2003, First Commercial Guaranty ("FCG") made an offer
to purchase up to approximately 4.1% of the outstanding Interests for $120
per Interest. The General Partner, on behalf of the Partnership,
determined that each of these offers was inadequate and not in the best
interests of the Holders of Interests. Accordingly, the General Partner
recommended that Holders of Interests reject each such offer and not tender
their Interests pursuant to either offer. These offers were scheduled to
expire in April and March 2003, respectively, subject to earlier
termination.

In April 2003, CMG made another offer to purchase up to 4.9% of the
outstanding Interests for $75 per Interest (which took into account the
Partnership's distribution of $50 per Interest to Holders of Interests at
the end of February 2003). The General Partner, on behalf of the
Partnership, determined that this offer was inadequate and not in the best
interests of Holders of Interests. Accordingly, the General Partner
recommended that Holders of Interests reject this offer and not tender
their Interests to CMG. This offer was scheduled to expire at the end of
July 2003, subject to earlier termination.

RESULTS OF OPERATIONS

The results of operations for the nine months ended September 30, 2003
and 2002, are primarily attributable to the development and sale of the
Partnership's remaining assets.

The decrease in balance sheets components such as trade and other
receivables, real estate inventories, prepaid expenses and other assets,
accounts payable, and deposits at September 30, 2003 as compared to
December 31, 2002 is attributable to the ongoing orderly liquidation of the
Partnership's assets as previously discussed. The reduction in restricted
cash is due to the release of collateral securing certain letters of
credit. The decrease in assets held for sale and liabilities related to
assets held for sale is primarily attributable to the sale of the Shoppes
and payment of the mortgage loan secured by the property out of the sale
proceeds in February 2003. The decrease in Accrued expenses and other
liabilities is primarily due to the payment in 2003 of approximately
$3,135,000 of accrued bonus and incentive compensation and the payment of
approximately $1,414,000 of general development obligations for the Weston
Community.

For the three months ended September 30, 2003, the Partnership
(including its consolidated and unconsolidated ventures) closed on the sale
of a land parcel in Boca Raton. All housing units were closed as of
June 30, 2003. This compares to closings in the third quarter of 2002 of
256 housing units. As of September 30, 2003, there were no outstanding
contracts ("backlog"). As of September 30, 2002, the backlog was for 130
housing units and for the sales of the Country Club, the Shoppes and the
Waterways II parcel.

Housing revenues and gross operating profit margins from housing
operations decreased for the nine month period ended September 30, 2003 as
compared to the same period in 2002, due to the significant decrease in the
number of units closed, a change in the estimate for future warranty costs
resulting in an increase in the estimated warranty reserve, additional
costing of construction overheads incurred which exceeded previously used
estimates, and a change in the mix of product sold. There were no housing
revenues for the three months ended September 30, 2003 as compared with
$65,362,000 for the same period in 2002. The negative gross operating
profit margin for the three months ended September 30, 2003 is due
primarily to the recognition of the increased construction overheads and
warranty reserves mentioned above. The average per unit sales price was
approximately $183,000 for the nine months ended September 30, 2003 as
compared to approximately $290,000 for the same period in 2002. Revenues
generated from the closing of units in Weston account for all of the
housing revenues recognized for the nine month periods ended September 30,
2003 and 2002.

The Partnership has completed construction and closed on the sale of
all remaining housing units to be built by the Partnership. The
Partnership's remaining assets include tangible personal property including
vehicles and furniture, fixtures and equipment used in the Partnership's
operations, receivables and certain contract rights.

The Partnership, through certain consolidated entities, closed on the
sale of a land parcel in Boca Raton to an unaffiliated third party on
September 12, 2003. The gross sales price of the land parcel was $231,118.

Net cash proceeds from the sale were $231,118 as there were no related
costs associated with the sale of this parcel.

The decrease in revenues from Brokerage and other operations for the
three and nine months ended September 30, 2003 as compared to the same
periods in 2002 is due primarily to a decrease in fees earned from the
Partnership's mortgage brokerage operations due to a decrease in the number
of housing units closed.

Selling, general and administrative expenses decreased for the three
and nine months ended September 30, 2003 as compared to the same periods in
2002 due primarily to decreased marketing, support service costs, and
project administrative costs resulting from the final stage of development
of the Partnership's Weston Community.

Interest income decreased during the nine months ended September 30,
2003 as compared to the same period in 2002 due primarily to the decline in
interest rates on invested funds.

The decrease in interest and real estate taxes for the nine months
ended September 30, 2003 as compared to the same period in 2002 is due
primarily to a refund in March 2003, of a tax overpayment made by the
Partnership in 2002.

Net income from assets held for sale decreased during the three and
nine months ended September 30, 2003 as compared to the same periods in
2002 due primarily to the sale of the Shoppes during February 2003 and the
sale of the Country Club in October 2002. For the nine months ended
September 30, 2003 and 2002, net income from assets held for sale was
$361,634 and $3,233,297, respectively. For the three months ended
September 30, 2003 and 2002, net income from assets held for sale was
$8,143 and $1,010,843, respectively.

Gain on sale of assets held for sale during the nine months ended
September 30, 2003 is due to the gains recognized from the sales of the
Town Center parcel and the Shoppes, partially offset by a loss on the sale
of two commercial office building units in Weston. The loss on sale of
assets held for sale during the nine months ended September 30, 2002 was
due to the sale of three commercial office building units in Weston. For
the three months ended September 30, 2003, the loss on sale of assets held
for sale was due to some additional expenses recorded in accordance with
the application of FIN 45, in connection with the sale of the Shoppes in
Weston.

ITEM 4. CONTROLS AND PROCEDURES

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-15 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 the end of the
period covered by this report. 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 end of the period covered by this report 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 rules and
form of the Securities and Exchange Commission for this report.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 Associations,
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 Miami-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 amended
complaint, plaintiffs have sought 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. 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 The
Walt Disney Company (n/k/a Disney Enterprises, Inc., "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 with a discovery cut-off currently set for January 21, 2004, and
a trial date to be set thereafter.

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 on May 29, 2002, 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.

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 the 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 have sought 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. In this mediation session, a mediation conducted on
November 15-16, 2002, and in various other continuing communications, the
parties have discussed the issues raised by the notices of violation,
plaintiffs' demands, and possible ways in which to address those issues,
including possible settlement. The parties held an additional mediation
session on September 22-23, 2003, at which they had a further discussion of
the terms of a possible settlement. Certain issues remain to be resolved
regarding a settlement, and there is no assurance that the parties will
reach an agreement to settle. Further discussions are expected.

The Partnership is currently being defended by counsel paid for by
U.S. Fire. During 2001, the Partnership settled the claims brought in
connection with Lakes of the Meadow Village Homes Condominium No. Eight
Maintenance Association, Inc. ("Association No. 8") for a payment of
$155,000 funded by U.S. Fire. 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. Association No. 8 submitted construction plans to
address the issues raised by the Building Department notices of violations
and comments received by the plan reviewers for that Associations' units.
On February 7, 2003, Association No. 8 received permits approving its plans
for most of its condominium units and is in the process of engaging a
general contractor for the work. Based on currently known information, the
Partnership estimates that it may cost approximately $1,715,000 to fund the
cost of addressing the construction issues in accordance with the approved
plans. 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 U.S. Fire to pay the expense of addressing these
construction issues for Association No. 8. In the event that U.S. Fire
does not fund these costs, the Partnership expects to fund these costs
under the circumstances and seek reimbursement from U.S. Fire.

On the basis of the discussions to date, the Partnership believes that
the cost of addressing the issues raised by, and to receive a release from,
Association Nos. 1-7 and 9 can currently be estimated at $5.6 million. As
with the cost to address the issues raised by Association No. 8, the
Partnership has asked U.S. Fire to pay the expense of addressing the issues
of these plaintiffs and resolving this matter. In the event that U.S. Fire
does not pay these costs, the Partnership expects to fund these costs under
the circumstances and seek reimbursement from U.S. Fire for a portion of
these costs, up to the remaining limits of its insurance policy for this
type of loss.

The Partnership has applied the accounting rules concerning loss
contingencies in regard to the treatment of this matter for financial
reporting purposes.

On August 9, 2002, the Partnership received a reservation of rights
letter from U.S. Fire, by which it 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.

As a result of this reservation of rights letter and the demands being
made by the plaintiffs in the mediation sessions, on November 20, 2002, the
Partnership filed a four count complaint, Arvida/JMB Managers, Inc. on
behalf of Arvida/JMB Partners, L.P. v. United States Fire Insurance Company
in the Circuit Court of Cook County, Illinois, Chancery Division,
02CH21001, for declaratory relief and damages ("Illinois action"). In the
complaint, the Partnership seeks, among other things, a declaration that
U.S. Fire is obligated to indemnify the Partnership for the Lakes of the
Meadow litigation including amounts expended and to be expended in
connection with the complete resolution of the construction issues for
Association No. 8 (hereinafter, the "Lakes of the Meadow Matter"); actual
damages, including full indemnification for the Lakes of the Meadow Matter;
such other direct and consequential damages as are proven at trial;
prejudgment interest as permitted by law; and any other legal and equitable
relief that the court deems just and proper under the circumstances.

In a December 20, 2002 letter, the Partnership's excess insurance
carrier, The Home Insurance Company (the "Home"), and its agent, Risk
Enterprise Management Limited ("REM"), advised the Partnership of Home's
position that the Home policy provides coverage for the Lakes of the Meadow
Matter only in the event that the U.S. Fire policy provides coverage and
that U.S. Fire pays the limits under its policy. Given Home's position,
the Partnership amended its Illinois action to add Home and REM as
defendants in order to obtain, among other things, a declaration that Home
is obligated to defend and indemnify the Partnership for the Lakes of the
Meadow Matter; actual damages; such other direct and consequential damages
as proven at trial; prejudgment interest; and any other legal and equitable
relief that the court deems just and proper under the circumstances.

In a separate proceeding on March 5, 2003, a superior court judge for
the State of New Hampshire entered an order placing Home under an order of
rehabilitation in order to preserve and protect the interests and assets of
Home and to stay all actions and proceedings against it for a period of
ninety days, except as may be modified by further order of the court. On
June 13, 2003, after a determination was reached that further attempts to
rehabilitate Home would be futile and that Home was insolvent, the court
overseeing the rehabilitation issued an order to liquidate Home. The order
provides, among other things, for the appointment of a liquidator, the
cancellation of all in-force contracts of insurance, the securing of all of
Home's assets, the abatement of all actions and all proceedings against
Home, whether pending in the State of New Hampshire or elsewhere, and an
injunction against the commencement or continuance of actions against Home.

The Partnership is evaluating the effect, if any, that this order may have
on the continued prosecution of the Illinois action as well as the
existence of coverage provided by Home, generally. Given the pending
liquidation, the Partnership believes that it is doubtful that any
substantial recoveries from Home will be obtained.

The Partnership strongly disagrees with the positions taken by U.S.
Fire and Home regarding coverage under the relevant insurance policies and
believes that it is covered under the terms of those policies. However,
for reasons cited above, and others, the Partnership can give no assurances
as to the ultimate portion of the expenses, fees, and damages allegedly
relating to the Lakes of the Meadow Matter, if any, which will be covered
by its insurance.

The Partnership, the General Partner and certain related parties as
well as other unrelated parties have been named defendants in an action
entitled Rothal v. Arvida/JMB Partners Ltd. et al, Case No. 03010709, filed
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida. In this suit that was filed on or about June 20, 2003,
plaintiff purports to bring a class action allegedly arising out of
construction defects occurring during the development of Camellia Island in
Weston, which has approximately 150 homes. Plaintiff has filed a fourteen
count complaint seeking unspecified general damages, special damages,
statutory damages, prejudgment and post-judgment interest, costs,
attorneys' fees, and such other relief as the court may deem just and
proper. Plaintiff complains, among other things, that the homes were not
built of high quality and adequate construction, that the homes were not
built in conformity with the South Florida Building Code and plans on file
with Broward County, Florida, that the roofs were not properly attached or
were inadequate, that the truss systems and installation were improper, and
that the homes suffer from improper shutter storm protection systems. The
Partnership believes that it has meritorious defenses. Due to, among other
things, the early stage of the litigation, the Partnership has not
determined what, if any, loss exposure that it may have for this matter,
and the accompanying consolidated financial statements do not reflect any
accruals related to this matter. This case has been tendered to Zurich for
defense and indemnity. Zurich is providing a defense of this matter under
a reservation of rights. The Partnership is unable to determine the
ultimate portion of the expenses, fees, and damages, if any, which will be
covered by its insurance.

The following three lawsuits in large part allegedly arise out of
landscaping issues at certain subdivisions in the Weston Community. These
lawsuits are collectively referred to as the "landscape cases."

The Partnership has been named a defendant in a lawsuit entitled, The
Ridges Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., Arvida Management Limited Partnership, and CCL Consultants,
Inc., Case No. 0310189, filed on or about June 6, 2003 in the Circuit Court
of the 17th Judicial Circuit in and for Broward County, Florida. Plaintiff
is alleged to be a homeowners' association representing the owners of
approximately 1,500 homes and extensive common areas in the Ridges
subdivision in Weston. In this six count complaint for breach of implied
warranty of merchantability, breach of implied warranty of fitness, breach
of express warranty, fraudulent misrepresentation and concealment,
negligent design, construction and/or maintenance and breach of fiduciary
duty, plaintiff seeks an unspecified dollar amount of compensatory damages,
interest, court costs and such other relief as the court may deem just and
proper. Plaintiff alleges that it evaluated the condition of the common
areas after the turnover of the community in January 2000 and discovered
numerous construction, design and maintenance defects and deficiencies
including, but not limited to, improper planting of inferior quality/grade
of landscaping contrary to prevailing government codes, shallow planting of
landscaping, landscape planting in inappropriate areas, and the planting of
landscaping that would uproot sidewalks. Plaintiff also alleges that prior
to the turnover of the community, the Arvida defendants engaged in a series
of actions that amounted to a breach of their fiduciary duties to plaintiff
by, among other things, improperly failing to pay for all of the common
expenses actually incurred prior to turnover in excess of the assessment
for common expenses and any other funds including working capital,
executing pre-turnover amendments to the declarations of the association
for the Arvida defendants' sole benefit and to the financial detriment of
the plaintiff, engaging in acts which constituted a conflict of interest,
and allegedly improperly transferring funds by and between plaintiff and a
non-party, The Town Foundation, Inc., which was also allegedly under the
control of one or more of the Arvida defendants, all in breach of
defendants' alleged fiduciary duties. The Arvida defendants believe that
they have meritorious defenses.

The Partnership has been named a defendant in a case entitled The
Falls Maintenance Association, Inc. v. Arvida/JMB Partners, Arvida/JMB
Managers, Inc., CCL Consultants, Inc. and Stiles Corporation f/k/a Stiles
Landscape Service Co., Case No. 0302577, filed on or about February 10,
2003, in the 17th Judicial Circuit in and for Broward County, Florida.
Plaintiff is alleged to be the homeowners' association responsible for the
maintenance, repair, and replacement of the common areas within the Falls
subdivision in Weston. Plaintiff complains that on turnover of the Falls
subdivision, it discovered numerous construction, design and maintenance
defects and deficiencies including, but not limited to, the quality/grade
of the landscaping, landscaping planted too shallow, landscaping planted
too deep, landscaping planted in narrow swale areas, landscaping planted in
shallow soil areas, poor fertility of road rock under locations where
landscaping is planted and poor maintenance. Plaintiff has filed a six
count complaint with five counts against the Partnership for breach of
implied warranty of merchantability, breach of implied warranty of fitness,
breach of express warranty, fraudulent misrepresentation/concealment, and
negligent design, construction and/or maintenance. Plaintiff seeks an
unspecified amount of compensatory damages, interest, costs, and such other
and further relief as is just and equitable. Defendants believe that they
have meritorious defenses.

On October 22, 2003, a case entitled Weston Lakes Maintenance
Association v. Arvida/JMB Partners and Arvida/JMB Managers, Inc., Case No.
0318490, was filed in the Circuit Court of the Seventeenth Judicial Circuit
in and for Broward County, Florida Civil Division, but not yet served on
the defendants. In the four-count complaint plaintiff, Weston Lakes
Maintenance Association, alleges that it brings this action based on its
common identity with the individual home buyers with regard to the common
community elements. Plaintiff alleges that defendants negligently selected
and installed inferior landscaping materials in the common areas and
elements of the Weston Lakes subdivision. Plaintiff alleges that
defendants' actions have caused higher than expected maintenance fees and
that the landscaping is causing injury and damage to sidewalks and roadways
that must be repaired or replaced. Plaintiff alleges that an unspecified
large sum of money will be required to replace the alleged substandard
landscaping and that significant expense on remedial maintenance, repair
and replacement of elements throughout the community will be incurred. The
four-count complaint is for negligent construction and design of
landscaping allegedly based on a violation of a Broward County ordinance
regarding plant materials, common law negligence, breach of implied
warranty of fitness, and breach of implied warranty of merchantability.
Plaintiff seeks a judgment in an unspecified amount and type of damages,
attorney's fees and such other relief as the court may deem proper.
Defendants believe they have meritorious defenses. The case is in its
preliminary stages and defendants intend to defend this matter vigorously.

Due to, among other things, the early stages of litigation, the
Partnership has not determined what, if any, loss exposure that it may have
for the landscape cases, and the accompanying consolidated financial
statements do not reflect any accruals related to the landscape cases.
Each of the landscape cases has been tendered to Zurich American Insurance
Company or one of its affiliates (collectively, "Zurich") for defense and
indemnity. Zurich is providing a defense of each of the landscape cases
under a purported reservation of rights. The Partnership is unable to
determine the ultimate portion of the expenses, fees, and damages allegedly
relating to the landscape cases, if any, which will be covered by its
insurance.

Other than as described above, the Partnership is not subject to any
material 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.*

31. Certifications pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities and Exchange Commission are filed herewith.

32. Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are
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 Partnership 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, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on behalf of Arvida/JMB Partners, L.P. by the
following person in the capacities and on the date indicated.

By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: November 14, 2003