BERRY & BOYLE DEVELOPMENT PARTNERS
10-Q, 1996-11-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from __________________ to ________________

                           Commission File No. 0-15511

                              Development Partners
                      (A Massachusetts Limited Partnership)
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                            Massachusetts 04-2895800
- --------------------------------------------------------------------------------
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                  5110 Langdale Way, Colorado Springs, CO 80906
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (719) 576-5122
                     (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Sections 13 and 15(d) of the Securities Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant
  was required to file such reports), and (2) has been subject to such filing
               requirements for the past 90 days. Yes _X_ No ___
















                          PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS

<PAGE>

<TABLE>







                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                               September 30, 1996
                                 ---------------

                                ASSETS            September 30
                                                      1996         December 31,
Property, at cost (Notes 2, 4, and 6):             (Unaudited)         1995
                                                  -----------       -----------
<S>                                                <C>             <C>        
  Land .........................................   $  5,114,512    $  5,110,277
  Buildings and improvements ...................     15,561,584      15,561,584
  Equipment, furnishings and fixtures ..........      1,577,251       1,404,195
                                                   ------------    ------------

                                                     22,253,347      22,076,056
  Less accumulated depreciation ................     (4,622,737)     (4,322,133)
                                                   ------------    ------------

                                                     17,630,610      17,753,923

Cash and cash equivalents (Notes 2 and 3) ......        361,407         532,019
Short-term investments (Note 2) ................        358,036         437,688
Real estate tax escrows ........................         54,221          29,457
Deposits and prepaid expenses ..................          6,280           4,168
Due from affiliates (Note 8) ...................          9,551             392
Investment in partnership (Notes 2 and 5) ......        319,250         348,504
Deferred expenses, net of accumulated
  amortization of $294,575 and $276,093 (Note 2)         19,741          38,223

                                                   ------------    ------------
         Total assets ..........................   $ 18,759,096    $ 19,144,374
                                                   ============    ============

                        LIABILITIES AND PARTNERS' EQUITY
<S>                                         <C>         <C>
Mortgage notes payable (Note 6) .......     8,645,557     8,732,151
Accounts payable ......................        88,649        88,062
Accrued expenses ......................       167,785       171,283
Due to affiliates (Note 8) ............         6,588         9,210
Tenant security deposits ..............        61,627        67,430
                                          -----------   -----------

         Total liabilities ............     8,970,206     9,068,136

Partners' equity (Note 7) .............     9,788,890    10,076,238
                                          -----------   -----------

        Total liabilities and partners'   $18,759,096   $19,144,374
equity
                                          ===========   ===========

<PAGE>
                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

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

                                                             Nine Months Ended           Three Months Ended
                                                               September 30                 September 30, 
                                                            1996          1995           1996          1995
                                                             ----          ----           ----          -----
<S>                                                    <C>           <C>            <C>            <C>  
Rental income .....................................   $ 1,861,690    $ 1,845,971    $   580,485    $   597,652
  Interest income .................................       24,295          42,231          6,345         12,569 
                                                      -----------    -----------    -----------    -----------
                                                        1,885,985      1,888,202        586,830        610,221

Expenses:
Rental operating expenses .........................       868,053        818,469        295,799        305,540
Interest ..........................................       611,719        619,091        203,234        205,749
Depreciation and amortization .....................       319,087        313,332        107,321        104,443
General and administrative (Note 8) .............         180,903        129,859         61,455         40,139
Equity in (income) loss from partnership (Note 5)           2,413          2,219          7,495          4,188
                                                      -----------    -----------    -----------    -----------
                                                        1,982,175      1,882,970        675,304        660,059
                                                      -----------    -----------    -----------    -----------

Net income ........................................   ($   96,190)   $     5,232    ($   88,474)   ($   49,838)
                                                      ===========    ===========    ===========    ===========

Net income allocated to:
  General Partners ................................   ($      962)   $       105    ($      885)   ($      498)

  Per unit of Investor Limited
    Partner interest:
       36,411 units issued ........................         (2.62)          0.14          (2.41)         (1.36)


                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                               September 30, 1996
                                  -------------

                                                     Investor          Total
                                       General        Limited         Partners'
                                       Partners      Partners          Equity
<S>                                     <C>         <C>              <C>    

Balance at December 31, 1994           (67,017)     10,599,504       10,532,487

Cash distributions                      (10,217)      (500,651)        (510,868)

Net income                                1,092         53,527           54,619
                                   ------------- --------------   --------------
Balance at December 31, 1995           (76,142)     10,152,380       10,076,238

Cash distributions                                    (191,158)        (191,158)
                                          -
Net income                                 (962)       (95,228)         (96,190)
                                   ------------- --------------   --------------

Balance at September 30, 1996         ($77,104)     $9,865,994        9,788,890
                                   ============= ==============   ==============






                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                               September 30, 1996

                Increase (decrease) in cash and cash equivalents
                                  -------------

                                                          1996           1995
                                                   -----------    -----------
Cash flows from operating activities:
<S>                                                <C>            <C>        
  Interest received ............................   $    29,619    $    42,231
  Cash received from operating revenue .........     1,855,887      1,831,225
  Administrative expenses ......................      (190,841)      (142,911)
  Rental operations expenses ...................      (897,577)      (813,318)
  Interest paid ................................      (611,719)      (619,398)
                                                                  -----------

Net cash provided by operating activities ......       185,369        297,829

Cash flows from investing activities:
  Purchase of fixed assets .....................      (177,291)       (29,523)
  Proceeds from maturities of short-term .......        74,332        380,765
investments
  Deposits .....................................        (2,112)
                                                                  -----------
  Distributions from partnership ...............        26,842         13,940
                                                                  -----------

Net cash provided (used) by investing activities       (78,229)       365,182

Cash flows from financing activities:
  Distributions to partners ....................      (191,158)      (417,983)
  Principal payments on mortgage note payable ..       (86,594)         5,422
  Decrease (increase) in deposits ..............          --          (79,224)
                                                   -----------    -----------
                                                   -----------    -----------

Net cash used by financing activities ..........      (277,752)      (491,785)
                                                   -----------    -----------

Net increase (decrease) in cash and cash .......      (170,612)       171,226
equivalents

Cash and cash equivalents at beginning of year .       532,019        176,028
                                                   -----------    -----------

Cash and cash equivalents at end of year .......   $   361,407    $   347,254
                                                   ===========    ===========

                              DEVELOPMENT PARTNERS
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                               September 30, 1996

                Increase (decrease) in cash and cash equivalents
                                  -------------


Reconciliation of net income to net cash provided by operating activities:

                                                          Nine months ended
                                                             September 30
                                                          1996          1995
                                                          ----          ----
<S>                                                   <C>          <C>      
Net income ........................................   ($ 96,190)   $   5,232
Adjustments to reconcile net income to net cash
  provided by operating activities:
Depreciation and amortization .....................     319,087      313,332
Equity in (income) loss from partnership ..........       2,413        2,219
Change in assets and liabilities net of
effects
  from investing and financing
activities:
    (Increase) in real estate tax escrow ..........     (24,764)     (28,119)
    Decrease (increase) in accounts
      and interest receivable .....................       5,324       (4,998)
    Increase (decrease) in accounts
      payable and accrued expenses ................      (2,917)      32,251
    (Decrease) increase in due to (from) affiliates     (11,781)      (7,342)
    (Decrease) increase in rents received in ......      (6,483)
advance ...........................................        --
    (Decrease) increase in tenant security deposits      (5,803)      (8,263)
                                                      ---------    ---------

Net cash provided by operating activities .........   $ 185,369    $ 297,829
                                                      =========    =========




</TABLE>

<PAGE>





================================================================================
                              DEVELOPMENT PARTNERS
================================================================================
                      (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------

                                                                 


1.  Organization of Partnership:

Development Partners (A Massachusetts Limited Partnership), (the "Partnership"),
formerly Berry and Boyle Development  Partners,  was formed on October 23, 1985.
GP L'Auberge  Communities,  L.P., a California  Limited  Partnership,  (formerly
Berry and Boyle Management) and Berry and Boyle Realty Advisors  ("Advisors") (A
Massachusetts Limited  Partnership),  are the General Partners. A total of 2,033
individual Limited Partners owning 36,411 Units have contributed  $18,205,500 of
capital to the  Partnership.  At September 30, 1996, the total number of Limited
Partners was 2,042. Except under certain limited  circumstances upon termination
of the Partnership, the General Partners are not required to make any additional
capital  contributions.  The General  Partners or their  affiliates will receive
various fees for  services  and  reimbursement  for various  organizational  and
selling costs incurred on behalf of the Partnership.

The accompanying  consolidated  financial statements present the activity of the
Partnership for the nine months ended September 30, 1996, and 1995.

The Partnership will continue until December 31, 2010, unless earlier terminated
by the sale of all or substantially all of the assets of the Partnership,  or by
the dissolution and liquidation of the joint ventures.

2.  Significant Accounting Policies:

         A.  Basis of Presentation

         The  consolidated  financial  statements  include  the  accounts of the
         Partnership  and  its  subsidiaries:  Canyon  View  Joint  Venture  and
         Broadmoor   Pines  Joint  Venture.   All   intercompany   accounts  and
         transactions  have been  eliminated in  consolidation.  The Partnership
         accounts for its  investment  in  Casabella  Associates  utilizing  the
         equity method of accounting.  The Partnership's  investment  account is
         adjusted  to  reflect  its  pro  rata  share  of  profits,  losses  and
         distributions from Casabella Associates.

         The Partnership follows the accrual method of accounting.

         B.  Cash and Cash Equivalents

         The Partnership  considers all highly liquid debt instruments purchased
         with a maturity  of three  months or less to be cash  equivalents.  The
         carrying value of cash and cash equivalents approximates fair value. It
         is  the  Partnership's   policy  to  invest  cash  in  income-producing
         temporary cash  investments.  The  Partnership  mitigates any potential
         risk from such concentration of credit by placing investments with high
         quality financial institutions.

         C.  Short-term Investments

         At September 30, 1996, short term investments consist solely of various
         forms of U. S.  Government  backed  securities,  with an aggregate  par
         value of $358,036, which mature in March 1997. In 1994, the Partnership
         adopted   Statement  of  Financial   Accounting   Standards   No.  115,
         "Accounting for Certain Investments in Debt and Equity Securities". The
         Partnership  has  the  intent  and  ability  to  hold  its  short  term
         investments  to  maturity.  Accordingly,  these  securities  have  been
         recorded at amortized cost, which approximates  market value. There was
         no cumulative effect recorded as a result of this accounting change.


<PAGE>



         D. Significant Risks and Uncertainties

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         E.  Depreciation

         Depreciation  is provided  for by the use of the  straight-line  method
         over estimated useful lives as follows:

                  Buildings and improvements                            40 years
                  Equipment, furnishings and fixtures                 5-15 years

         F.  Deferred Expenses

         Costs of  obtaining  various  mortgages  on the  properties  are  being
         amortized over the term of the related mortgage notes payable using the
         straight-line   method.  Buy  down  fees  relating  to  permanent  loan
         refinancings (see Note 7) are being amortized over a three year period.
         Any  unamortized  costs  remaining  at the  date of a  refinancing  are
         expensed in the year of refinancing.

         G.  Income Taxes

         No  provision  is made for income taxes since the Partners are required
         to  include  on  their  tax  returns   their  pro  rata  share  of  the
         Partnership's  taxable income or loss. If the Partnership's tax returns
         are  examined  by  the  Internal  Revenue  Service  or a  state  taxing
         authority,  and such an examination  results in a change in partnership
         taxable income or loss, such change will be reported to the Partners.

         H.  Rental Income

         Leases require the payment of rent in advance,  however,  rental income
is recorded as earned.


         I. Long-Lived Assets

         The Partnership's  long-lived assets include property and equipment and
         deferred   expenses.   The  Partnership   will  evaluate  the  possible
         impairment  of  long-lived  assets  whenever  events  or  circumstances
         indicate that the carrying value of the assets may not be recoverable.



<PAGE>


 3.  Cash and Cash Equivalents:

Cash and cash  equivalents at September 30, 1996 and December 31, 1995 consisted
of the following:

                                              1996             1995
                                              ----             ----
Cash on hand (Sweep Account)            $   361,407       $   130,805
Certificate of deposit                                        100,000
Money market accounts                         -               301,214
                                          ----------         ---------
                                           $361,407          $532,019
                                            =======          ========

4.  Joint Venture and Property Acquisitions:

The  Partnership  has invested in three  properties  located in  Scottsdale  and
Tucson,  Arizona and Colorado Springs,  Colorado. The success of the Partnership
will  depend upon  factors  which are  difficult  to predict  including  general
economic and real estate market conditions,  both on a national basis and in the
areas where the Partnership's investments are located.

Canyon View

On  September  29, 1987,  the  Partnership  acquired a majority  interest in the
Canyon  View  Joint  Venture  which owns and  operates  a  168-unit  multifamily
residential  property  located  in Tucson,  Arizona.  The  Partnership  has been
designated as the managing joint venture  partner and will control all decisions
regarding the operation and sale of the property.

In  accordance  with the terms of the purchase  agreement  and the joint venture
agreement,  through  September 30, 1996, the Partnership  has contributed  total
capital of $6,789,588 to the Canyon View Joint Venture,  which was used to repay
a portion of the  construction  loan from a third party  lender,  to pay certain
costs  related to the  refinancing  of the permanent  loan,  to cover  operating
deficits  incurred  during  the  lease up  period  and to fund  certain  capital
improvements.   In  addition,   the  Partnership  funded  $745,902  of  property
acquisition costs which were subsequently  treated as a capital  contribution to
the joint venture.

For the years ended  September 30, 1996 and 1995,  the Canyon View Joint Venture
had a net loss of $94,648 and net loss of $19,448, respectively.

Net cash from  operations  (as defined in the joint venture  agreement)  will be
distributed  as  available  to each joint  venture  partner  not less often than
quarterly, as follows:

  First,   to  the   Partnership   until  it  has   received   an  annual
  non-cumulative  11.25% priority return on its capital  contribution for
  such year.

  Second,  the balance 75% to the  Partnership and 25% to the other joint
  venture partner.

Income from operations will be allocated to the Partnership and the other joint
venture partner generally in accordance with the distribution of net cash from
operations.

Losses from operations will generally be allocated 100% to the Partnership.

In the case of certain capital transactions and distributions, as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

Broadmoor

On October 12, 1988, the Partnership acquired L'Auberge Broadmoor  ("Broadmoor")
(formerly Broadmoor Pines), a 108-unit  residential property located in Colorado
Springs, Colorado and simultaneously contributed the property to a joint venture
comprised of the  Partnership and the property  developer (the "Broadmoor  Pines
Joint Venture"). The Partnership owns a majority interest in the Broadmoor Pines
Joint Venture and, therefore, the accounts and operations of the Broadmoor Pines
Joint Venture have been consolidated into those of the Partnership.

Through  September 30, 1996, the  Partnership has made cash payments in the form
of capital contributions totaling $6,008,577 and has funded $684,879 of property
acquisition  costs  which were  treated as a capital  contribution  to the joint
venture.

For the nine months ended September 30, 1996 and 1995, the Broadmoor Pines Joint
Venture had net income of $158,762 and $157,394, respectively.

The  Partnership  has been  designated the managing joint venture partner of the
Broadmoor Pines Joint Venture and will have control over all decisions affecting
the Broadmoor Pines Joint Venture and the property.

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed as available to each joint venture partner quarterly, as follows:

  First,  to the  Partnership  an  amount  equal  to  11.25%  per  annum,
  noncumulative (computed daily on a simple noncompounded basis from the
  date of completion  funding) of its respective capital  investment,  as
  defined in the joint venture agreement;

  Second,  the balance 80% to the  Partnership,  and 20% to the  property
developer.

Losses from operations and depreciation  for the Broadmoor Pines Joint Venture
are allocated 100% to the Partnership.

All profits from operations to the extent of cash  distributions  shall first be
allocated to the Partnership  and the property  developer in the same proportion
as the cash  distributions.  Any  remaining  profits  are  allocated  80% to the
Partnership and 20% to the property developer.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

5.  Investment in Partnership:

On  November  5, 1990,  the  Partnership  contributed  $400,000  to  purchase an
approximate 8% interest in Casabella Associates, a general partnership among the
Partnership,  Development  Partners  II (A  Massachusetts  Limited  Partnership)
("DPII") and  Development  Partners III (A  Massachusetts  Limited  Partnership)
("DPIII").  In addition to its  contribution  referred to above, the Partnership
incurred  $83,668 of acquisition  costs,  including  $41,400 in acquisition fees
paid to the General Partners.  The difference between the partnership's carrying
value of the  investment  in Casabella  Associates  and the amount of underlying
equity in net assets is $65,345, representing a portion of the acquisition costs
stated above that were not recorded on the books of Casabella Associates.

On September 28, 1990, Casabella Associates purchased a majority interest in the
Casabella I Joint  Venture,  an Arizona  joint  venture  that owned and operated
Casabella  Phase  I, a  61-unit  residential  property  located  in  Scottsdale,
Arizona. On April 23, 1991, Casabella  Associates,  acquired a majority interest
in the  Casabella  Joint  Venture  which  owned  Casabella  Phase  II, a 93-unit
residential  community,  located  adjacent to  Casabella  Phase I. On that date,
Casabella  Associates and EW Casabella I Limited  Partnership  contributed their
interests in the Casabella I Joint Venture to the Casabella  Joint  Venture.  In
addition,  the permanent lender funded a $7,320,000 permanent loan, the proceeds
of which were used to refinance the $2,700,000  loan  pertaining to Phase I and,
together  with  cash  contributions  of  Casabella  Associates,   to  repay  the
construction loan for Phase II. As a result of such  transactions,  by operation
of law, Casabella Joint Venture,  which is comprised of Casabella Associates and
EW Casabella I Limited Partnership,  now owns both Phases I and II of Casabella.
Casabella  is now  managed  and  operated  as one  single  154-unit  residential
community.

On June 30, 1992,  Casabella  Joint Venture  refinanced its original  $7,320,000
permanent  loan using the proceeds of a new first mortgage loan in the amount of
$7,300,000.  Under the terms of the new note,  monthly  principal  and  interest
payments of $61,887, based on a fixed interest rate of 9.125%, are required over
the term of the loan.
The balance of the note will be due on July 15, 1997.

6..  Mortgage Notes Payable:

All of the property  owned by the  Partnership  is pledged as collateral for the
mortgage notes payable  outstanding at September 30, 1996 and December 31, 1995,
which consisted of the following:

                                                1996             1995
                                                ----             ----
  Canyon View                                $5,095,396        $5,154,887
  Broadmoor                                   3,550,161         3,577,264
                                              ---------         ---------
                                             $8,645,557        $8,732,151

Canyon View is subject to a nonrecourse first mortgage in the original principal
amount  of  $5,380,000.  Under  the terms of the  note,  monthly  principal  and
interest  payments of $45,610,  based on a fixed  interest  rate of 9.125%,  are
required over the term of the loan.  The balance of the note will be due on July
15, 1997.

Broadmoor is subject to a nonrecourse  first mortgage in the principal amount of
$3,650,000.  Interest  only at the rate of 8% was payable  monthly for the first
three years of the loan term.  Commencing on September 15, 1993 monthly payments
of $31,980 including principal and interest, at the rate of 9.75%, were payable.
The balance of the note is payable on September 15, 1997.

Interest  accrued at  September  30,  1996 and 1995  consisted  of  $34,132  and
$34,239,  respectively,  relating to the Canyon View and  Broadmoor  Pines Joint
Ventures.

The aggregate  principal amounts of long term borrowings due during the calendar
years 1996 and 1997, respectively, are $116,824 and $8,615,327.

The  principal   balance  of  the  mortgage  notes  payable   appearing  on  the
consolidated balance sheet approximates the fair value of such notes.

7.  Partners' Equity:

Under the terms of the Partnership Agreement profits are generally allocated 98%
to the Limited Partners and 2% to the General Partners; losses are allocated 99%
to the Limited Partners and 1% to the General Partners.

Cash distributions to the partners are governed by the Partnership Agreement and
are made,  to the extent  available,  98% to the Limited  Partners and 2% to the
General Partners.

The allocation of the related profits, losses, and distributions,  if any, would
be different than  described  above in the case of certain events defined in the
Partnership Agreement, such as the sale of an investment property or an interest
in a joint venture partnership.

8.  Related Party Transactions:

Due to affiliates at September 30, 1996 and 1995 consisted of $2,846 and $3,265,
respectively, relating to reimbursable costs due to L'Auberge Communities, Inc.

As of September 30, 1996 and 1995, general and administrative  expenses included
$52,463 and $50,415,  respectively, of salary reimbursements paid to the General
Partners for certain  administrative  and  accounting  personnel  who  performed
services for the Partnership.

The nine months  ended  September  30,  1996,  and 1995,  $81,988 and $92,033 of
property   management   fees   had  been   paid  or   accrued   to   Residential
Services-L'Auberge,  formerly Berry and Boyle Residential Services, an affiliate
of the General Partners of the Partnership.



9. Significant Event:

On May 14, 1996, the Partnership and certain affiliates consummated an agreement
with Evans  Withycombe  Management,  Inc. and certain of its affiliates  ("EWI")
which  separated the interests of EWI and the  Partnership,  thus  affording the
Partnership  greater  flexibility  in  the  operation  and  disposition  of  the
properties. In consideration of a payment by the Partnership,  DPII and DPIII to
EWI totaling $71,009 ($5,681 of which would be the Partnership's  portion),  and
delivery of certain mutual releases, EWI (i) relinquished its contract to manage
Casabella  and its option to exercise its rights of first refusal with regard to
the sale of the property and (ii)  assigned all of its interest in the Casabella
Joint Venture to the Partnership,  DPII and DPIII (while preserving the economic
interests  of the  venturer  in these  Joint  Ventures),  which  resulted in the
dissolution of the Casabella Joint Venture.

On July 3, 1996, the Partnership and certain affiliates consummated an agreement
with Highland  Properties,  Inc.  ("Highland")  which separated the interests of
Highland and the Partnership, thus affording the Partnership greater flexibility
in the operation and disposition of the property.  In consideration of a payment
by the  Partnership,  to Highland  totaling  $8,682.50,  and delivery of certain
mutual releases,  Highland (i) relinquished its option to exercise its rights of
first  refusal with regard to the sale of the property and (ii)  assigned all of
its interest in the L'Auberge  Broadmoor Joint Venture to the  Partnership,  and
(while  preserving  the  economic  interests  of the  venturer  in  these  Joint
Ventures),  which resulted in the  dissolution of the L'Auberge  Broadmoor Joint
Venture.



<PAGE>


================================================================================

                                                       -14-
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Liquidity; Capital Resources

At the close of the offering on February 26, 1987, the  Partnership had admitted
2,033  Limited   Partners  who   contributed   capital  of  $18,205,500  to  the
Partnership.  These offering proceeds,  net of organizational and offering costs
of $2,730,825,  provided $15,474,675 of net proceeds to be used for the purchase
of income-producing residential properties, including related fees and expenses,
and working capital  reserves.  The Partnership has expended  $14,384,167 to (i)
acquire its joint venture interests in the Canyon View Joint Venture,  Broadmoor
Pines Joint Venture and Casabella  Associates,  (ii) pay  acquisition  expenses,
including acquisition fees to one of the General Partners, and (iii) pay certain
costs  associated  with the  refinancing of the Canyon View and Broadmoor  Pines
permanent loans. The Partnership  distributed $56,437 to the Limited Partners as
a return of capital  resulting from excess reserves.  The remaining net proceeds
of $1,034,071 were used to establish  initial working  capital  reserves.  These
reserves are used  periodically  to enable the  Partnership  to meet its various
financial obligations including contributions to the various joint ventures that
may be required. As of September 30, 1996, $435,055 cumulatively was contributed
to the joint ventures for this purpose.

The  working  capital  reserves  of the  Partnership  consist  of cash  and cash
equivalents  and  short-term  investments.  Together  these amounts  provide the
Partnership with the necessary  liquidity to carry on its day-to-day  operations
and to make necessary  contributions to the various joint ventures.  Thus far in
1996, the aggregate net decrease in working capital  reserves has been $250,264.
This decrease  resulted  primarily from cash provided by operations of $185,369,
offset by purchases of fixed assets totaling $177,291, distributions to partners
of $191,158 and $86,594 of principal payments on mortgage notes payable.

Canyon View

As of  September  30, 1996,  the  property  was 74% occupied,  compared to 78%
approximately one year ago. At September 30, 1996 and 1995, the market rents for
the various unit types were as follows:

                        Unit Type                      1996           1995
                        ---------                      ----           ----
                  One bedroom one bath                  725           $725
                  Two bedroom two bath                  810            810
                  Two bedroom two bath w/den            980            980

Broadmoor Pines

As of September  30,  1996,  the  property  was 93%  occupied,  compared to 94%
approximately one year ago. At September 30, 1996 and 1994, the market rents for
the various unit types were as follows:

                         Unit Type                       1996        1995
                         ---------                       ----        ----
                  One bedroom two bath w/den             $885        $864
                  Two bedroom two bath                    995         975
                  Two bedroom two bath w/den            1,195       1,175

Casabella

As of  September  30, 1996,  the  property  was 73% occupied,  compared to 90%
approximately  one year ago. At September 30, 1996 and 1995, the average monthly
rents collected for the various unit types were as follows:

                         Unit Type                      1996         1995
                         ---------                      ----         ----
                  One bedroom two bath w/den            $820         $805
                  Two bedroom two bath                   950          930
                  Two bedroom two bath w/den           1,160        1,136

Results of Operations

The  Partnership's  operating  results for the three months ended  September 30,
1996  consisted  of  interest  earned  on  short-term   investments  of  $6,345,
administrative  expenses of $61,455,  the  Partnership's  share of the loss from
Casabella  Associates  of $7,494 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:
<TABLE>
                                    Canyon      Broadmoor
                                     View        Pines
<S>                               <C>          <C>      
Revenue .......................   $ 272,190    $ 308,295

Expenses:
  General and administrative
  Operations ..................     172,488      123,311
  Depreciation and amortization      60,911       46,410
  Interest ....................     116,548       86,686
                                  ---------    ---------
                                    349,947      256,407
                                  ---------    ---------
Net Income (loss) .............   ($ 77,757)   $  51,888
                                  =========    =========
</TABLE>

The  Partnership's  operating  results for the three months ended  September 30,
1995  consisted  of  interest  earned  on  short-term  investments  of  $12,371,
administrative  expenses of $36,496,  the  Partnership's  share of the loss from
Casabella  Associates  of $4,188 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:
<TABLE>
                                    Canyon      Broadmoor
                                     View         Pines
<S>                               <C>          <C>      
Revenue .......................   $ 295,938    $ 301,912

Expenses:
  General and administrative ..       1,843        1,800
  Operations ..................     188,632      116,908
  Depreciation and amortization      58,920       45,523
  Interest ....................     118,240       87,509
                                  ---------    ---------
                                    367,635      251,740
                                  ---------    ---------
Net income (loss) .............   ($ 71,697)   $  50,172
                                  =========    =========
</TABLE>

The Partnership's operating results for the nine months ended September 30, 1996
consisted   of   interest   earned  on   short-term   investments   of  $24,295,
administrative  expenses of $180,903, the Partnership's share of the income from
Casabella  Associates  of $2,413 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:
<TABLE>
                                                                   Canyon                  Broadmoor
                                                                    View                     Pines
<S>                                                       <C>            <C>    
Total revenue .........................................   $ 944,416      918,568

Expenses:
  General and administrative .....................                            10
  Operations ........................  ................     507,309      360,744
  Depreciation and amortization .......................     180,743      138,344
  Interest ...........................................      351,001      174,032
Total Expenses                                            1,039,063      759,806
                                                          ---------    ---------
Net income ............................... ............   ($ 94,647)   $ 158,762
                                                          =========    =========
</TABLE>

The Partnership's operating results for the nine months ended September 30, 1995
consisted   of   interest   earned  on   short-term   investments   of  $41,374,
administrative  expenses of $119,398,  the Partnership's  share of the loss from
Casabella  Associates  of $2,219 and the income  allocated  from Canyon View and
Broadmoor Pines, as follows:
<TABLE>
                                                                  Canyon                    Broadmoor
                                                                    View                         Pines
<S>                                                  <C>            <C>        
Total revenue ....................................   $   998,547    $   848,281

Expenses:
  General and administrative ... .................         5,388          5,073
  Operations .....................................       479,881        338,588
  Depreciation and amortization .  ...............       176,762        136,570
  Interest .......................................       355,964        263,127
                                                      -----------    -----------
                                                        1,017,995        743,358
                                                      -----------    -----------
Net income (loss) .................................   ($   19,448)   $   104,923
                                                      ===========    ===========
</TABLE>

Comparison of Operating Results for the Nine Months Ended September 30, 1996 and
1995:

Interest income  decreased 41% over the prior period as a result of lower amount
of  working  capital  invested  in the  Partnership's  short  term  investments.
Transition  costs  associated with the outsourcing of much of the  Partnership's
administration  work  to an  administration  agent  and  the  relocation  of the
remaining  administration,  financial and investor services  functions to a more
cost efficient location in Colorado Springs,  Colorado has temporarily increased
first  half  1996  operating   expenses.   Furthermore,   consistent   with  the
Partnership's  disposition  strategy,  annual  audit  fees were  moved  from the
property level to the investment  partnership  level to more accurately  present
on-site  operational  costs of the  properties.  Consequently,  the  general and
administrative  expenses  of the  Partnership  increased  38% in the first  nine
months of 1996 as  compared  with the same  period  in 1995.  In  addition,  the
one-time cost of the Evans  Withycombe  termination  ($6,881)and the cost of the
Highland  termination ($8,682) and its related legal cost were incurred in May ,
June and July of 1996.

Thus far in 1996, the Partnership has made the following cash  distributions  to
its Partners:


         Limited Partners              $ 191,158
         General Partners                   -
                                       $191,158


<PAGE>



                           PART II - OTHER INFORMATION
                                                 -----------------

ITEM 1.  Legal Proceedings
         Response:  None

ITEM 2.  Changes in Securities
         Response:  None

ITEM 3.  Defaults Upon Senior Securities
         Response:  None

ITEM 4.  Submission of Matters to a Vote of Security Holders
         Response:  None

ITEM 5.  Other Information
         Response:  None

ITEM 6.  Exhibits and Reports on Form 8-K
         Response:  None


                                   SIGNATURES

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


      DEVELOPMENT PARTNERS
      (A Massachusetts Limited Partnership)

      By: GP L'Auberge Communities, L.P., a California Limited Partnership,
                                 General Partner

      By: L'Auberge Communities, Inc., its General Partner

      By: ____/s/ Stephen B. Boyle________________
                  President




Date:  _________________________, 1996


<PAGE>
<PAGE>


<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                    Dec-31-1996
<PERIOD-END>                                         Sep-30-1996
<CASH>                                                        361,407
<SECURITIES>                                                  358,036
<RECEIVABLES>                                                       0
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                                    0
<PP&E>                                                     22,253,347
<DEPRECIATION>                                             (4,622,737)
<TOTAL-ASSETS>                                             18,759,096
<CURRENT-LIABILITIES>                                         324,649
<BONDS>                                                     8,645,557
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                  9,788,890
<TOTAL-LIABILITY-AND-EQUITY>                               18,759,096
<SALES>                                                             0
<TOTAL-REVENUES>                                            1,861,690
<CGS>                                                               0
<TOTAL-COSTS>                                                 868,053
<OTHER-EXPENSES>                                              478,108
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                            611,719
<INCOME-PRETAX>                                                     0
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                   (96,190)
<EPS-PRIMARY>                                                       0
<EPS-DILUTED>                                                       0
        


</TABLE>


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