ARVIDA JMB PARTNERS L P - 10-Q Quarterly Report

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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

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

For the quarter ended September 30, 2004 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 . . . . . . . . . . . . . . . . . . . . 16

Item 4. Controls and Procedures. . . . . . . . . . . . . . 20

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 20

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 24

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,
2004 2003
(Unaudited) (See Note)
------------- ------------

Cash and cash equivalents . . . . . . . $ 53,101,857 $ 65,450,117
Restricted cash . . . . . . . . . . . . 1,034,454 1,126,317
Trade and other accounts receivable . . 6,105 295,469
Property and equipment, net . . . . . . 15,217 144,916
Investments in and advances to
joint ventures, net . . . . . . . . . 165,417 182,437
Amounts due from affiliates, net. . . . -- 308,613
Prepaid expenses and other assets . . . 118,696 236,704
------------ ------------

Total assets. . . . . . . . . $ 54,441,746 $ 67,744,573
============ ============

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

CONSOLIDATED BALANCE SHEETS (CONTINUED)

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

SEPTEMBER 30, DECEMBER 31,
2004 2003
(Unaudited) (See Note)
------------- ------------
Liabilities:
Accounts payable. . . . . . . . . . . $ 18,584 $ 27,265
Accrued expenses and other
liabilities . . . . . . . . . . . . 5,659,337 17,242,147
Amounts due to affiliates, net. . . . 72,290 --
------------ ------------

Commitments and contingencies

Total liabilities . . . . . . 5,750,211 17,269,412
------------ ------------

Partners' capital accounts:
General Partner and
Associate Limited Partners:
Capital contributions . . . . . . . 20,000 20,000
Cumulative net income . . . . . . . 103,532,755 103,568,427
Cumulative cash distributions . . . (97,244,327) (97,244,327)
------------ ------------
6,308,428 6,344,100
------------ ------------
Limited Partners:
Capital contributions,
net of offering costs . . . . . . 364,841,815 364,841,815
Cumulative net income . . . . . . . 377,492,329 379,240,283
Cumulative cash distributions . . . (699,951,037) (699,951,037)
------------ ------------
42,383,107 44,131,061
------------ ------------
Total partners' capital
accounts. . . . . . . . . . 48,691,535 50,475,161
------------ ------------

Total liabilities and
partners' capital . . . . . $ 54,441,746 $ 67,744,573
============ ============

NOTE: The consolidated balance sheet at December 31, 2003 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, 2004 AND 2003
(UNAUDITED)

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(UNAUDITED)

2004 2003
------------ ------------
Net loss from continuing operations . . $ (1,783,626) $ (3,096,149)
Charges (credits) to net loss
from continuing operations not
requiring (providing) cash:
Depreciation. . . . . . . . . . . . . 12,201 462,118
Equity in losses of unconsolidated
ventures. . . . . . . . . . . . . . 36,215 1,388
Changes in:
Restricted cash . . . . . . . . . . . 91,863 1,928,074
Trade and other accounts receivable . 289,364 577,293
Real estate inventories:
Additions to real estate
inventories . . . . . . . . . . . -- (13,290,615)
Cost of sales . . . . . . . . . . . -- 21,477,987
Capitalized interest. . . . . . . . -- (84,676)
Amounts due to/from affiliates, net . 380,903 3,915
Prepaid expenses and other assets . . 118,008 1,165,788
Accounts payable, accrued expenses
and other liabilities . . . . . . . (11,177,931) (7,185,726)
Deposits and unearned income. . . . . -- (2,472,079)
------------ ------------
Net cash used in
operating activities of
continuing operations . . . (12,033,003) (512,682)
------------ ------------
Investing activities:
Joint venture distributions . . . . . 17,000 37,386
Proceeds from disposal of
property and equipment. . . . . . . 117,743 --
------------ ------------
Net cash provided by
investing activities of
continuing operations . . . 134,743 37,386
------------ ------------
Financing activities:
Distributions to General Partner
and Associate Limited Partners. . . (450,000) (2,244,444)
Distributions to Limited Partners . . -- (20,200,000)
------------ ------------
Net cash used in
financing activities of
continuing operations . . . (450,000) (22,444,444)
------------ ------------
Net cash provided by
discontinued operations . . . . . . . -- 20,483,978
------------ ------------
Decrease in Cash and
cash equivalents. . . . . . . . . . . (12,348,260) (2,435,762)
Cash and cash equivalents,
beginning of period . . . . . . . . . 65,450,117 88,968,513
------------ ------------
Cash and cash equivalents,
end of period . . . . . . . . . . . . $ 53,101,857 $ 86,532,751
============ ============

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, 2004
(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 2003,
which are included in the Partnership's 2003 Annual Report on Form 10-K
(File No. 0-16976) filed on March 30, 2004, 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
2003 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, 2004 and December 31, 2003 and for the three and nine months
ended September 30, 2004 and 2003. The results of operations for the three
and nine month periods ended September 30, 2004 are not necessarily
indicative of the results to be expected for the fiscal year ending
December 31, 2004.

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, 2004 and 2003, changes in the
warranty accrual consisted of the following:

2004 2003
----------- -----------
Accrued warranty costs,
January 1 . . . . . . . . . . . $ 1,569,000 $ 2,162,000
Estimated liability recorded. . . 217,000 2,407,000
Payments made . . . . . . . . . . (781,000) (2,437,000)
----------- -----------
Accrued warranty costs,
September 30. . . . . . . . . . $ 1,005,000 $ 2,132,000
=========== ===========

Accrued warranty costs are included in Accrued expenses and other
liabilities on the accompanying consolidated 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
terminate as to claims made after the first anniversary date of the sale
while other of these indemnity obligations have no specified termination.
In accordance with such indemnification, the seller deposited $100,000 and
the buyer deposited $50,000 in escrow to secure the obligation to indemnify
the buyer's lender for such claims. The seller received $50,000 of the
$100,000 noted above during 2003. The seller also deposited $50,000 in
escrow as security for completion of remediation work for compliance with
the Americans with Disabilities Act. The remediation work has been
completed, and the seller received the $50,000 deposit in October, 2004.
Release to the seller of its remaining amount held in escrow may depend
upon the resolution of certain disputes involving the buyer and a tenant at
the Shoppes, and there is no assurance as to when, or whether, such amount
will be released to the seller. 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. The Partnership has no liability
recorded at September 30, 2004 for these indemnity obligations.

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 survived 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 after the sale. The Partnership received
the $1,000,000 in escrowed funds during December 2003.

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 consolidated financial statements for these
indemnification obligations of the Partnership.

Discontinued Operations

Effective January 1, 2002, the Partnership adopted SFAS No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No.
144 requires that long-lived assets that are to be disposed of by sale be
measured at the lower of book value or fair value less cost to sell.
Additionally, SFAS No. 144 expands the scope of discontinued operations to
include all components of an entity with operations that (1) can be
distinguished from the rest of the entity and (2) will be eliminated from
the ongoing operations of the entity in a disposal transaction.
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, commercial
office units in Weston and certain land parcels, 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,
2004, all assets previously classified as assets held for sale have been
sold.

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $0 and $84,676
was incurred for the nine months ended September 30, 2004 and 2003,
respectively, all of which was capitalized. Interest payments, including
amounts capitalized, of $0 and $47,011 were made during the nine months
ended September 30, 2004 and 2003, respectively. The decrease in interest
incurred and paid during the nine month period ending September 30, 2004
compared to the same period in 2003 is due to the payment in February 2003
of the outstanding principal balance on the mortgage loan secured by the
Shoppes.

Real estate taxes of $38,974 and a net real estate tax credit of
$186,379 were incurred for the nine months ended September 30, 2004 and
2003, respectively. No real estate taxes were capitalized during either
period. Real estate tax payments of $35,831 and $72,749 were made during
the nine months ended September 30, 2004 and 2003, respectively. In
addition, real estate tax reimbursements totaling $2,898 and $288,969 were
received from the Partnership's escrow agent during the nine months ended
September 30, 2004 and 2003, respectively. Real estate taxes of $18,260
and $28,883 were incurred for the three months ended September 30, 2004 and
2003. No real estate taxes were capitalized during either three month
period. Real estate tax payments of $18,225 and $16,675 were made during
the three months ended September 30, 2004 and 2003, respectively. In
addition, real estate tax reimbursements totaling $34 and $9,572 were
received from the Partnership's escrow agent during the three months ended
September 30, 2004 and 2003, respectively. The preceding analysis of real
estate taxes does not include real estate taxes incurred or paid with
respect to the Partnership's club facilities and other operating properties
as these taxes are included in Net income from assets held for sale as
described in Discontinued Operations.

Property and Equipment and Other Assets

At December 31, 2003, the Partnership recorded an asset impairment of
approximately $524,000 to the carrying value of the remaining furniture and
equipment at its corporate office in Boca Raton. This loss was determined
based upon an analysis by an unaffiliated appraiser and recorded based upon
the difference between the carrying value of the assets as compared to
their appraised fair value. During the third quarter of 2004, the
Partnership sold the remaining furniture and equipment from the Boca Raton
office to The St. Joe Company, an affiliated company, for $117,743. The
sales price was based upon the appraised fair value of the furniture and
equipment determined by the unaffiliated appraiser.

Depreciation expense of $12,201 and $462,118 was recorded for the nine
months ended September 30, 2004 and 2003, respectively. Depreciation
expense of $3,901 and $46,460 was recorded for the three months ended
September 30, 2004 and 2003, respectively. The decrease in depreciation
expense incurred during the nine month period ending September 30, 2004 as
compared to the same period in 2003 is due to the continued orderly
liquidation of the remaining Partnership assets and the impairment noted in
the preceding paragraph.

Partnership Distributions

During February 2003, the Partnership made a distribution 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.

Reclassifications

Certain reclassifications have been made to the 2003 financial
statements to conform to the 2004 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 escrow agreements, and
cash which collateralizes both letters of credit and outstanding
performance bonds.

NOTES AND MORTGAGES PAYABLE

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. 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 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, 2004 was approximately $6,800 all
of which was paid as of November 1, 2004. The total of such costs for the
nine months ended September 30, 2003 was approximately $101,300. 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 $264,900 and $268,000 for the
nine months ended September 30, 2004 and 2003, respectively. All of the
2004 expenses were paid as of November 1, 2004.

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,
2004, there were no such costs incurred by the Partnership. 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.

For the nine month periods ended September 30, 2004 and 2003, the
Partnership reimbursed St. Joe Towns and Resorts, LP, formerly known as St.
Joe/Arvida Company L.P. ("St. Joe T&R") or its affiliates approximately
$2,436,000 and $6,047,000, respectively, for the services provided to the
Partnership by St. Joe T&R pursuant to a sub-management agreement for
development and management supervisory and advisory services (and personnel
with respect thereto). At September 30, 2004, the Partnership owed St. Joe
T&R approximately $72,300 for services provided pursuant to this agreement,
all of which was paid as of November 1, 2004. The Partnership also
receives reimbursement from St. Joe T&R 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 T&R and its affiliates. For the
nine month periods ended September 30, 2004 and 2003, the Partnership was
entitled to reimbursement of such costs totaling approximately $0 and
$3,812,000, respectively, from St. Joe T&R and its affiliates.

As previously discussed, during the third quarter of 2004, the
Partnership sold the remaining furniture and equipment from its Boca Raton
office to The St. Joe Company for $117,743. The sale price was based upon
the appraised fair value of the furniture and equipment determined by an
unaffiliated appraiser.

In May 2004, Arvida/JMB Partners, which is a consolidated subsidiary
of the Partnership, made a $450,000 distribution to Arvida/JMB Managers,
Inc. ("Managers"), which is also the General Partner of the Partnership,
for previously deferred amounts distributable with respect to Managers's
..1% general partner interest in Arvida/JMB Partners.

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

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 letters of credit and performance
bonds for approximately $3,005,000 at September 30, 2004. Also, the
Partnership is contingently liable under standby letters of credit, which
are secured by cash deposits, for approximately $930,000 for insurance and
development obligations. The amount of cash deposits is included in
restricted cash at September 30, 2004.

On August 29, 2002, the Partnership entered into an agreement with St.
Joe T&R for the prospective assignment to and assumption by St. Joe T&R 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. The assignment and assumption of the lease was made effective
January 1, 2004.

Rental expense of approximately $123,100 and $779,200 was incurred for
the nine month period ended September 30, 2004 and 2003, 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 lawsuit 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 certain
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 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 and U.S. Fire are currently negotiating a settlement of their
differences, including the Partnership's liability, if any, to U.S. Fire
for the settlement payments and associated fees or costs, although there is
no assurance that such a settlement will be reached. Reference is made to
Item 1, Legal Proceedings, in Part II - Other Information elsewhere in this
report for a discussion of the Partnership's efforts to recover under its
insurance with U.S. Fire for settlement amounts paid by the Partnership in
connection with the Lakes of the Meadow litigation.

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 filed a motion
to dismiss this action that has been pending since 1996. The Partnership
is advised that the amount of this claim (including prejudgment interest)
that allegedly relates to units it sold is a range of approximately
$360,000 to $800,000. 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, 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. 03-10709 CACE
12, filed in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida. In this suit that was originally filed on or
about June 20, 2003, plaintiffs purport 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. On
September 20, 2004, plaintiffs filed a twelve count amended 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. Plaintiffs complain,

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 thereof were improper, and that the homes
suffer from improper shutter storm protection systems. The Partnership is
preparing its response to the amended complaint. The Arvida defendants
believe that they have meritorious defenses and intend to vigorously defend
themselves. Due to, among other things, the early stage of the litigation,
the Partnership is not able to determine 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 one of the Partnership's insurance carriers, Zurich
American Insurance Company (together with its affiliates collectively,
"Zurich") for defense and indemnity. Zurich is providing a defense of this
matter under a purported reservation of rights. The Partnership has also
engaged other counsel in connection with this lawsuit. 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."

A case, The Ridges Maintenance Association, Inc. v. Arvida/JMB
Partners, et al., Case No. 03-10189 (05) (the "Ridges Case"), was filed on
or about June 6, 2003 in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida. The defendants in this action include
Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida Management Limited
Partnership, CCL Consultants, Inc. ("CCL"), Bamboo Hammock Nursery, Inc.
("Bamboo Hammock"), and Lagasse Pool Construction, Co. ("Lagasse").
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 the six-count amended complaint that was
filed on September 20, 2004, plaintiff seeks unspecified compensatory
damages, prejudgment interest, court costs and such other and further
relief as the court might deem just and proper. In Count I, plaintiff
seeks damages from the Arvida defendants for alleged negligent design,
construction and/or maintenance of the landscaping and common elements that
allegedly resulted in defects of the landscaping, sidewalks, irrigation
systems, and community pool. With respect to the landscaping claims, the
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 controlling government codes, shallow planting of
landscaping, landscape planting in inappropriate areas, and the planting of
landscaping that would uproot sidewalks. In Count II, plaintiff seeks
damages from CCL, the alleged civil engineer for the community, in
connection with the alleged negligent design, construction or maintenance
of the common areas and elements. In Count III, plaintiff seeks damages
from Bamboo Hammock, the alleged landscape engineer, architect, supplier,
installer and/or designer, in connection with alleged defects in the
landscaping resulting in damage to, among other things, the landscaping and
sidewalks. In Count IV, plaintiff seeks damages from Lagasse for alleged
defects in the community pool. In Count V, plaintiff seeks damages from
Arvida/JMB Partners, a general partnership in which the Partnership owns a
99.9% interest, and Arvida/JMB Managers, Inc., the General Partner of the
Partnership, seeking to hold these entities vicariously responsible for the
acts of CCL, Bamboo Hammock, and/or Lagasse. In Count VI, plaintiff seeks
damages from the Arvida/JMB Partners and Arvida/JMB Managers, Inc. for
various breaches of fiduciary duty. In this count, plaintiff alleges that
prior to the turnover of the community, these defendants engaged in acts
that amounted to a breach of fiduciary duty to plaintiff in that they,
among other things, (i) allegedly improperly executed an amendment to the
declarations of covenant for their sole benefit and to the financial
detriment of the plaintiff; (ii) allegedly engaged in acts that constituted

a conflict of interest; (iii) allegedly failed to maintain appropriate
care, custody and control over the financial affairs of the homeowners'
association by failing to pay for common expenses; (iv) allegedly
improperly transferred funds by and between plaintiff and a non-party, The
Town Foundation, Inc., which transfers allegedly amounted to a violation of
these defendants' obligations to fund operating deficits and a breach of
fiduciary duty; and (v) allegedly transferred funds by and between various
entities under their common control in violation of Florida statute and
their fiduciary duty to plaintiff. The Arvida defendants have filed a
motion to dismiss or in the alternative for a more definite statement that
is pending for hearing. The Arvida defendants believe that they have
meritorious defenses and intend to vigorously defend themselves.

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 (the
"Falls Maintenance Case"), was 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, which contains approximately 600 homes. 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
Arvida/JMB Partners and Arvida/JMB Managers, Inc. 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. Arvida/JMB Partners and
Arvida/JMB Managers, Inc. have filed an answer to the complaint denying
substantive liability and raising various defenses. The Arvida defendants
believe that they have meritorious defenses and intend to vigorously defend
themselves.

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. In the four-count
complaint, which was served on the Partnership in February 2004, plaintiff,
Weston Lakes Maintenance Association, alleges that defendants negligently
selected and installed inferior landscaping materials in the common areas
and elements of the Weston Lakes subdivision, which contains approximately
570 homes. 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
for 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 have briefed and argued a motion to dismiss. The
court has not issued its decision on the motion. Defendants believe they
have meritorious defenses and intend to vigorously defend themselves.

Due to, among other things, the early stages of litigation, the
Partnership is not able to determine 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 for defense
and indemnity. Zurich is providing a defense of each of the landscape
cases. The Partnership has also engaged other counsel in connection with
the landscape cases. Zurich has issued letters purporting to reserve its
rights in the Ridges and Falls Maintenance Cases. 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.

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.

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
and, if applicable, a Liquidating Trust 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, the accuracy of
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, among
other things, various factors discussed below.

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 possible construction repairs,
homeowner warranty claims, completion of work for certain homeowner or
condominium 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.
However, the Partnership intends to take a cautious approach in determining

the amount of funds to be retained in reserve since it is not possible to
estimate with preciseness the amount of time or money that it will take to
effect the Partnership's (and, if applicable, the Liquidating Trust's)
liquidation, winding up and termination. The Partnership currently expects
that those available funds in excess of the amount determined to be held in
reserve would be distributed during 2005 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.

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 distributions of funds. These factors
include 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. Among other things, additional or
unanticipated remedial construction or development costs, contingencies
(including, without limitation, contingencies relating to potential
homeowner warranty or other homeowner claims or homeowner or condominium
association claims), delays in resolving pending or threatened litigation
or other asserted claims, delays in satisfying conditions or obligations
under permits obtained by the Partnership, including those for mitigation
for the Weston Increment III area, a delay in obtaining an acknowledgement
from the City of Weston of its responsibility for maintenance of the Weston
Increment III mitigation area, currently unasserted claims that arise in
the future and other factors could require increases in reserves and a
reduction in future distributions to Holders of Interests and could extend
the time, and significantly increase the cost, to complete the liquidation,
winding up and termination.

At December 31, 2003, the Partnership recorded an asset impairment of
$523,721 to the carrying value of the furniture and equipment remaining at
its corporate office in Boca Raton, Florida. This loss was determined
based upon an analysis by an unaffiliated appraiser and recorded based upon
the difference between the carrying value of the assets as compared to
their appraised fair value. During the third quarter of 2004, the
Partnership sold the remaining furniture and equipment from the Boca Raton
office to The St. Joe Company, an affiliated company, for $117,743. The
sales price was based upon the appraised fair value of the furniture and
equipment determined by the unaffiliated appraiser.

On February 7, 2003, the Partnership through certain consolidated
entities, closed on the sale of The Shoppes of Town Center (the "Shoppes").

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 outstanding loan balance totaled
approximately $18,198,000. The outstanding principal and interest on the
mortgage loan secured by the property was approximately $13,848,000.
Proceeds of the mortgage loan had been used to pay construction and
development costs for the Shoppes. The sale resulted in a gain of
approximately $1,990,000 for financial reporting purposes and a gain of
approximately $2,460,000 for Federal income tax purposes.

During February 2003, the Partnership made a distribution 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.

At September 30, 2004 and December 31, 2003, the Partnership had
unrestricted Cash and cash equivalents of approximately $53,102,000 and
$65,450,000, respectively. At October 31, 2004, the Partnership had
unrestricted Cash and cash equivalents of approximately $52,833,000. Cash
and cash equivalents are available for remaining operations (including
warranty work), payment of liabilities, costs of winding up, reserves and
distributions to partners and Holders of Interests. The source of both
short-term and long-term future liquidity generally is expected to be
derived from cash on hand since the Partnership has no continuing business
operations. In addition, the Partnership believes that it has certain
rights of indemnification or contribution as well as insurance coverage for
certain claims that are or have been the subject of litigation, including
rights of indemnification or contribution and insurance coverage for the
settlement payments made in the Lakes of the Meadow litigation discussed
below. These rights of indemnification or contribution and insurance
coverage may be an additional source of liquidity.

In the first quarter of 2004 the Partnership entered into two separate
agreements to settle the claims made in litigation of certain Lakes of the
Meadow Village Homes condominium associations and their members for
aggregate payments of approximately $6.9 million. The Partnership
completed one of these settlements in May 2004 for a payment of
approximately $1.4 million. In June 2004, the Partnership completed the
other settlement for a payment of $5.5 million. As part of these
settlements, the Partnership received releases from the condominium
associations and their members and indemnification under certain
circumstances against certain claims that could possibly be asserted in the
future. The Partnership is seeking in the litigation to recover from The
Walt Disney Company or its affiliates at least a portion of the amounts
paid for these settlements. The Partnership is also seeking to recover
from its insurance carriers the amounts the Partnership paid for the
settlements and has initiated a lawsuit against them for this purpose.
Reference is made to Item 1, Legal Proceedings, in Part II -- Other
Information elsewhere in this report for further information concerning the
Partnership's claims against The Walt Disney Company and its affiliates in
the Lakes of the Meadow litigation and the Partnership's efforts to recover
under its insurance coverage. There is no assurance regarding what
amounts, if any, will be recovered by the Partnership from The Walt Disney
Company or its affiliates or under the Partnership's policies of insurance.

The Partnership and one of the insurance carriers, U.S. Fire, are currently
negotiating a settlement of their differences in regard to the settlement
payments made by the Partnership in the Lakes of the Meadow litigation and
other claims pertaining to the same insurance policy, although there is no
assurance that such a settlement will be reached.

At December 31, 2003, the Partnership's largest remaining operating
lease was its lease of office space in Boca Raton, Florida. Effective
January 1, 2004, the Partnership assigned its rights and obligations in the
office lease to St. Joe T&R. The Partnership's only remaining known future
contractual obligation at September 30, 2004 is $22,600 for base rent for
its Weston operations. This contractual obligation is for the period of
less than one year. There are no contractual obligations for the one to
three year and three to five year periods.

RESULTS OF OPERATIONS

The decrease in balance sheet components such as trade and other
accounts receivable and prepaid expenses and other assets at September 30,
2004 as compared to December 31, 2003 is attributable to the ongoing
orderly liquidation of the Partnership's assets as previously discussed.
Approximately $6,900,000 of the decrease in Accrued expenses and other
liabilities is due to the payment of the litigation settlements involving
the Lakes of the Meadow Village Homes Condominiums. The remaining decrease
is primarily due to the payment of accrued bonus and incentive
compensation, a distribution from a consolidated subsidiary to Arvida/JMB
Managers, Inc. previously deferred in respect of its minority interest, and
warranty costs and other expenses relating to the Weston Community during
the nine months ended September 30, 2004.

The Partnership closed on the sale of its last housing units in 2003,
which were sold under a written warranty program that provides a two-year
warranty for certain elements of those housing units. As a result, the
Partnership expects to maintain a small crew to perform warranty work
through most of 2005. A reserve for estimated warranty costs is included
in Accrued expenses and other liabilities in the accompanying consolidated
balance sheets.

For the three and nine months ended September 30, 2004, the
Partnership (including its consolidated and unconsolidated ventures) had no
closings as all housing units were closed as of June 30, 2003. This
compares to closings in the nine months ended September 30, 2003 of 128
housing units in addition to the sale of the Shoppes, the remaining two
commercial office building units in Weston, a land parcel in Weston (the
"Town Center parcel") and a land parcel in Boca Raton. The Partnership's
remaining assets include, in addition to its cash and cash equivalents
(including restricted cash), four vehicles, furniture and equipment used in
the Partnership's Weston office and certain contract rights, including an
interest in a joint venture that owns a 2.5 acre parcel in Ocala, Florida.
The Partnership expects to retain its limited remaining tangible personal
property for use in connection with warranty work remaining to be performed
in Weston during 2005.

There were no housing revenues for the three and nine months ended
September 30, 2004 as compared with $0 and $23,417,982 for the same periods
in 2003. Revenues generated from the closing of the remaining townhomes in
the Partnership's Weston Community account for the housing revenues
recognized for nine months ended September 30, 2003. The negative gross
operating profit margins for the three and nine months ended September 30,
2004 are due to changes in the Partnership's estimated remaining warranty
costs.

The decrease in revenues from Brokerage and other operations for the
three and nine months ended September 30, 2004 as compared to the same
periods in 2003 is due to no brokerage commissions being earned from the
Partnership's mortgage brokerage operations in 2004. The brokerage and
other operations revenue for the nine months ended September 30, 2004 is
due primarily to the receipt of a payment for the release of a deed
restriction.

Selling, general and administrative expenses decreased for the three
and nine months ended September 30, 2004 as compared to the same periods in
2003 due primarily to decreased support service costs and project
administrative costs resulting from the end of the Partnership's continuing
business operations.

Interest income decreased during the three and nine months ended
September 30, 2004 as compared to the same periods in 2003 due primarily to
a decrease in cash available for investment and the decline in interest
rates on invested funds.

Net income from assets held for sale for the three and nine months
ended September 30, 2003, was generated by the Shoppes prior to its sale in
February 2003.

Gain on sale of assets held for sale during the nine months ended
September 30, 2003 is due to gain from the sale of the Town Center parcel,
the Shoppes and a land parcel in Boca Raton, partially offset by a loss on
the sale of two commercial office building units 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 was 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. In the lawsuit, plaintiffs sought
unspecified damages, attorneys' fees and costs, recission of specified
releases, and all other relief that plaintiffs might be entitled to at
equity or at law on behalf of the 460 building units they allegedly
represented for, among other things, alleged damages discovered in the
course of making Hurricane Andrew repairs. Plaintiffs alleged that Walt
Disney World Company was responsible for liabilities that might arise in
connection with approximately 80% of the buildings at the Lakes of the
Meadow Village Homes and that the Partnership was potentially liable for
the approximately 20% remaining amount of the buildings. In the three
count amended complaint, plaintiffs alleged breach of building codes and
breach of implied warranties. The Partnership tendered this matter to The
Walt Disney Company (n/k/a Disney Enterprises, Inc., "Disney") pursuant to
the Partnership's indemnification rights and filed a third-party complaint
against it pursuant to the Partnership's rights of contractual indemnity.
The Partnership also answered the amended complaint and filed a cross-claim
against Disney's affiliate, Walt Disney World Company, for common law
indemnity and contribution. The Partnership completed settlements in this
case with the condominium associations and their members during the second
quarter of 2004 for aggregate payments in the amount of approximately $6.9
million. For a discussion of the terms of the settlement between the
Partnership and the condominium associations and their members, reference
is made to Item 1, Legal Proceedings, in Part II - Other Information
included in the Partnership's report on Form 10-Q (File No. 0-16976) for
the period ended June 30, 2004, filed on August 16, 2004.

The Partnership continues to pursue claims for indemnity or
contribution against Disney or its affiliates in connection with the
condominium units that were constructed in whole or in part prior to
September 10, 1987 (the date that the Partnership acquired the assets of
Arvida Corporation from Disney) but were sold by the Partnership on or
after that date. The Partnership's claims for indemnity and contribution
have been severed for separate proceedings and trial from the remaining
case-in-chief in the Lakes of the Meadow litigation. No discovery cutoff
or trial date has been set for these claims.

The Partnership is also seeking payment or reimbursement of the
foregoing settlement amounts from U.S. Fire and an excess insurance
carrier. 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, 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, among other things, this reservation of rights letter
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 in connection with the complete resolution of the construction
issues for, and a separate settlement with, Lakes of the Meadow Village
Homes Condominium No. Eight Maintenance Association, Inc. (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. Subsequently, 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. The Partnership has filed a proof of claim in the liquidation
proceeding in an attempt to preserve an opportunity to recover various
amounts under its policies with Home. 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 settlement amounts
relating to the Lakes of the Meadow Matter, if any, which will be covered
by its insurance. The Partnership and U.S. Fire are currently negotiating
a settlement of their differences in regard to the Lakes of the Meadow
Matter and other claims pertaining to the same insurance policy, including
the Partnership's liability, if any, for settlement payments of
approximately $10.1 million and payment of associated fees or costs
previously made by U.S. Fire in other lawsuits arising out of Hurricane
Andrew. However, there is no assurance that such a settlement will be
reached.

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. 03-10709 CACE
12, filed in the Circuit Court of the 17th Judicial Circuit in and for
Broward County, Florida. In this suit that was originally filed on or
about June 20, 2003, plaintiffs purport 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. On
September 20, 2004, plaintiffs filed a twelve count amended 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. Plaintiffs complain,
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 thereof were improper, and that the homes
suffer from improper shutter storm protection systems. The Partnership is
preparing its response to the amended complaint. The Arvida defendants
believe that they have meritorious defenses and intend to vigorously defend
themselves. Due to, among other things, the early stage of the litigation,
the Partnership is not able to determine 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 one of the Partnership's insurance carriers, Zurich
American Insurance Company (together with its affiliates collectively,
"Zurich"), for defense and indemnity. Zurich is providing a defense of
this matter under a purported reservation of rights. The Partnership has
also engaged other counsel in connection with this lawsuit. 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."

A case, The Ridges Maintenance Association, Inc. v. Arvida/JMB
Partners, et al., Case No. 03-10189 (05) (the "Ridges Case"), was filed on
or about June 6, 2003 in the Circuit Court of the 17th Judicial Circuit in
and for Broward County, Florida. The defendants in this action include
Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida Management Limited
Partnership, CCL Consultants, Inc. ("CCL"), Bamboo Hammock Nursery, Inc.
("Bamboo Hammock"), and Lagasse Pool Construction, Co. ("Lagasse").
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 the six-count amended complaint that was
filed on September 20, 2004, plaintiff seeks unspecified compensatory
damages, prejudgment interest, court costs and such other and further
relief as the court might deem just and proper. In Count I, plaintiff
seeks damages from the Arvida defendants for alleged negligent design,
construction and/or maintenance of the landscaping and common elements that
allegedly resulted in defects of the landscaping, sidewalks, irrigation
systems, and community pool. With respect to the landscaping claims, the
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 controlling government codes, shallow planting of
landscaping, landscape planting in inappropriate areas, and the planting of
landscaping that would uproot sidewalks. In Count II, plaintiff seeks
damages from CCL, the alleged civil engineer for the community, in
connection with the alleged negligent design, construction or maintenance
of the common areas and elements. In Count III, plaintiff seeks damages
from Bamboo Hammock, the alleged landscape engineer, architect, supplier,
installer and/or designer, in connection with alleged defects in the
landscaping resulting in damage to, among other things, the landscaping and

sidewalks. In Count IV, plaintiff seeks damages from Lagasse for alleged
defects in the community pool. In Count V, plaintiff seeks damages from
Arvida/JMB Partners, a general partnership in which the Partnership owns a
99.9% interest, and Arvida/JMB Managers, Inc., the General Partner of the
Partnership, seeking to hold these entities vicariously responsible for the
acts of CCL, Bamboo Hammock, and/or Lagasse. In Count VI, plaintiff seeks
damages from the Arvida/JMB Partners and Arvida/JMB Managers, Inc. for
various breaches of fiduciary duty. In this count, plaintiff alleges that
prior to the turnover of the community, these defendants engaged in acts
that amounted to a breach of fiduciary duty to plaintiff in that they,
among other things, (i) allegedly improperly executed an amendment to the
declarations of covenant for their sole benefit and to the financial
detriment of the plaintiff; (ii) allegedly engaged in acts that constituted
a conflict of interest; (iii) allegedly failed to maintain appropriate
care, custody and control over the financial affairs of the homeowners'
association by failing to pay for common expenses; (iv) allegedly
improperly transferred funds by and between plaintiff and a non-party, The
Town Foundation, Inc., which transfers allegedly amounted to a violation of
these defendants' obligations to fund operating deficits and a breach of
fiduciary duty; and (v) allegedly transferred funds by and between various
entities under their common control in violation of Florida statute and
their fiduciary duty to plaintiff. The Arvida defendants have filed a
motion to dismiss or in the alternative for a more definite statement that
is pending for hearing. The Arvida defendants believe that they have
meritorious defenses and intend to vigorously defend themselves.

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 (the
"Falls Maintenance Case"), was 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, which contains approximately 600 homes. 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
Arvida/JMB Partners and Arvida/JMB Managers, Inc. 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. Arvida/JMB Partners and
Arvida/JMB Managers, Inc. have filed an answer to the complaint denying
substantive liability and raising various defenses. The Arvida defendants
believe that they have meritorious defenses and intend to vigorously defend
themselves.

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. In the four-count
complaint, which was served on the Partnership in February 2004, plaintiff,
Weston Lakes Maintenance Association, alleges that defendants negligently
selected and installed inferior landscaping materials in the common areas
and elements of the Weston Lakes subdivision, which contains approximately
570 homes. 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

for 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 have briefed and argued a motion to dismiss. The
court has not issued its decision on the motion. Defendants believe they
have meritorious defenses and intend to vigorously defend themselves.

Due to, among other things, the early stages of litigation, the
Partnership is not able to determine 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 for defense
and indemnity. Zurich is providing a defense of each of the landscape
cases. The Partnership has also engaged other counsel in connection with
the landscape cases. Zurich has issued letters purporting to reserve its
rights in the Ridges and Falls Maintenance Cases. 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.*

31.1. Certification of the Principal Executive Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended, is filed herewith.

31.2. Certification of the Principal Financial Officer pursuant to
Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as amended, is filed herewith.

32. Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are
furnished 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 15, 2004

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 15, 2004