BERRY & BOYLE DEVELOPMENT PARTNERS
10-Q, 1997-05-14
REAL ESTATE
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                             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 March 31, 1997

                                       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



                                                                 March 31,
                            ASSETS                                 1997         December 31,
                                                                (Unaudited)         1996
Property, at cost
<S>                                                               <C>              <C>       
  Land                                                            $5,114,512       $5,114,512
  Buildings and improvements                                      15,561,584       15,561,584
  Equipment, furnishings and fixtures                              1,734,400        1,687,793
                                                               --------------  ---------------

                                                                  22,410,496       22,363,889
  Less accumulated depreciation                                  (4,845,970)      (4,741,203)
                                                               --------------  ---------------

                                                                  17,564,526       17,622,686

Cash and cash equivalents                                            526,786          537,735
Real estate tax escrows                                               54,437           27,976
Deposits and prepaid expenses                                            639              639
Due from affiliates (Note 8)                                          20,391           20,631
Investment in partnership                                            291,758          293,210
Deferred expenses, net of accumulated
  amortization of $304,633 and $298,472                                9,683           15,844

                                                               --------------  ---------------
         Total assets                                            $18,468,220      $18,518,721
                                                               ==============  ===============

                              LIABILITIES AND PARTNERS' EQUITY


<S>                                                               <C>              <C>       
Mortgage notes payable                                            $8,584,385       $8,615,326
Accounts payable                                                      73,407           57,602
Accrued expenses                                                     164,253          164,447
Due to affiliates (Note 9)                                            19,611           10,680
Rents received in advance                                                               6,158
                                                               -
Tenant security deposits                                              68,678           66,305
                                                               --------------  ---------------
         Total liabilities                                         8,910,334        8,920,518

Partners' equity                                                   9,557,886        9,598,203
                                                               --------------  ---------------

        Total liabilities and partners'                          $18,468,220      $18,518,721
equity
                                                               ==============  ===============




<PAGE>




                                    DEVELOPMENT PARTNERS
                            (A Massachusetts Limited Partnership)
                                      AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                         (Unaudited)
                                        -------------
                                                     Three Months Ended
                                                          March 31,
                                                     1997          1996
                                                     ----          ----
Revenue:
<S>                                                  <C>            <C>     
  Rental income                                      $658,832       $667,672
  Interest Income
                                                        6,307          8,857
                                                 ------------- --------------
                                                      665,139        676,529
Expenses:
  Operating Expenses                                  291,401        286,088
  Interest                                            201,831        204,574
  Depreciation and amortization                       110,927        104,444
  General and administrative                           36,125         58,266
  Equity in (income) loss from                          1,453        (2,235)
partnership
                                                 ------------- --------------
                                                      641,737        651,137
                                                 ------------- --------------

Net income (loss)                                     $23,402        $25,392
                                                 ============= ==============

Net income (loss) allocated to:
  General Partners                                       $468           $508

  Per unit net income (loss) allocated to Investor Limited Partner interest:
       36,411 units issued                              $0.63          $0.68



<PAGE>




                                    DEVELOPMENT PARTNERS
                            (A Massachusetts Limited Partnership)
                                      AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                                         (Unaudited)
                                        -------------

                                                                 Investor          Total
                                                   General        Limited        Partners'
                                                   Partners      Partners          Equity

<S>                                                  <C>          <C>              <C>       
Balance at December 31, 1995                         (76,142)     10,152,380       10,076,238

Cash distributions                                    (5,202)      (254,877)        (260,079)

Net income                                            (2,180)      (215,776)        (217,956)
                                                 ------------- --------------  ---------------

Balance at December 31, 1996                         (83,524)      9,681,727        9,120,168

Cash distributions                                    -             (63,719)         (63,719)

Net income (loss)                                         468         22,934           23,402
                                                 ------------- --------------  ---------------

Balance at March 31, 1997                           ($83,056)     $9,640,942       $9,557,886
                                                 ============= ==============  ===============



<PAGE>




                                    DEVELOPMENT PARTNERS
                            (A Massachusetts Limited Partnership)
                                      AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                         (Unaudited)
                                        -------------

                                                       Three Months Ended
                                                          March 31,
                                                     1997          1996
                                                     ----          ----
Cash flows from operating activities:
<S>                                                    <C>            <C>    
  Interest received                                    $6,308         $17,626
                                                       
  Cash received from operating revenue                655,047        665,672
  General and administrative expenses                 (43,030)       (38,020)
  Operating expense                                  (286,176)      (321,913)
  Interest paid                                      (201,831)      (204,574)
                                                 ------------------------------

Net cash provided by operating activities             130,318        118,791

Cash flows from investing activities:
  Purchase of fixed assets                            (46,607)       (31,827)
  Purchases of short-term investments                               (463,129)
                                                        -
  Proceeds from maturities of short-term                             427,091
investments                                               -
  Distributions from partnership                          -            7,292
                                                               
                                                 ------------------------------

Net cash provided by investing activities            (46,607)       (60,573)

Cash flows from financing activities:
  Distributions to partners                          (63,719)       (63,719)
  Principal payments on mortgage note payable        (30,941)       (28,198)
                                                 ------------- --------------

Net cash used by financing activities                (94,660)       (91,917)
                                                 ------------- --------------

Net increase (decrease) in cash and cash             (10,949)       (33,699)
equivalents

Cash and cash equivalents at beginning of year        537,735        532,019
                                                 ------------- --------------

 Cash and cash equivalents at end of year            $526,786       $498,320
                                                 ============= ==============


<PAGE>




                                    DEVELOPMENT PARTNERS
                            (A Massachusetts Limited Partnership)
                                      AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                         (Unaudited)


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


Reconciliation   of  net  income  (loss)  to  net  cash  provided  by  operating
activities:

                                                            Three Months Ended
                                                                March 31,
                                                           1997          1996
                                                           ----          ----
<S>                                                      <C>           <C>    
Net income (loss)                                        $23,402       $25,392
Adjustments to reconcile net income (loss)  to net cash
  provided by operating activities:
Depreciation and amortization                            110,927       104,444
Equity in (income) loss from partnership                   1,453        (2,235)
Change in assets and liabilities net of effects
  of investing and financing activities:
    Increase in real estate tax escrow                  (26,461)       (27,111)
    Decrease in interest receivable                                      8,769
    Increase (decrease) in accounts payable and           15,611        (1,481)
      accrued expenses  
    Increase in due to (from) affiliates                  9,171         13,013
    Decrease in rents received in advance                (6,158)          -
    Increase (decrease) in tenant security                2,373        (2,000)
       deposits
                                                   ------------- --------------

 Net cash provided by operating activities             $130,318       $118,791
                                                   ============= ==============

</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 March 31,  1997,  the total  number of Limited
Partners was 2,003. 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 three months ended March 31, 1997, and 1996.

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. 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.

         D.  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

         E..  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.

         F.  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.

         G.  Rental Income

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

         H. 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.

3.  Cash and Cash Equivalents:

Cash and cash equivalents at March 31, 1997, and December 31, 1996, consisted of
the following:

                                                      1997             1996
                                                      ----             ----
  Cash on hand                                  $   418,196       $   326,649
  Certificate of deposit                            108,590           211,086
                                                    -------           -------
                                                   $526,786          $537,735
                                                    =======          ========

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 March 31, 1997, the Partnership has contributed total capital
of  $6,889,588  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 three  months  ended  March 31,  1997 and 1996,  the  Canyon  View Joint
Venture had a net income of $13,778 and $17,558, 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.

The co-venture partner was Highland Properties, Inc. ("Highland"), a Colorado 
based residential development, construction and management firm.
Highland developed the property known as L'Auberge Broadmoor.

Through March 31, 1997,  the  Partnership  has made cash payments in the form of
capital  contributions  totaling  $6,062,072 and has funded $684,879 of property
acquisition  costs  which were  treated as a capital  contribution  to the joint
venture.

For the three months ended March 31, 1997 and 1996,  the  Broadmoor  Pines Joint
Venture had a net income of $42,311 and $55,646, 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.




JANUARY 1, 1996, THROUGH JULY 2, 1996

Net cash from  operations (as defined in the joint venture  agreement) was 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
were 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.

JULY 3, 1996, THROUGH MARCH 31, 1997

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 $8,683, 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  (while
preserving  the economic  interests  of the  venturer in these Joint  Ventures),
which  resulted in the  dissolution  of the L'Auberge  Broadmoor  Joint Venture.
Highland may still share in cash flow distributions or proceeds from the sale of
the property if certain performance levels are met.

6..  Mortgage Notes Payable:

All of the property  owned by the  Partnership  is pledged as collateral for the
mortgage  notes payable  outstanding  at March 31, 1997,  and December 31, 1996,
which consisted of the following:

                                                         1997             1996
                                                          ----             ----
 Canyon View                                       $5,053,421        $5,074,647
 Broadmoor                                          3,530,964         3,540,679
                                                    ---------         ---------
                                                   $8,584,385        $8,615,326

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 March 31, 1997 and 1996,  consisted of $33,678 and $34,132,
respectively, relating to the Canyon View and Broadmoor Pines Joint Ventures.

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 March 31, 1997 and 1996,  consisted of $19,611 and $22,331,
respectively, relating to reimbursable costs due to L'Auberge Communities, Inc.

As of March 31, 1997 and 1996,  general  and  administrative  expenses  included
$12,298 and $21,991,  respectively, of salary reimbursements paid to the General
Partners for certain  administrative  and  accounting  personnel  who  performed
services for the Partnership.

The three months ended March 31, 1997, and 1996, $25,283 and $32,047 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.



<PAGE>




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 March 31, 1997, $588,549 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
1997, the aggregate net decrease in working  capital  reserves has been $10,949.
This decrease  resulted  primarily from cash provided by operations of $130,318,
offset by purchases of fixed assets totaling $46,607,  distributions to partners
of $63,719 and $30,941 of principal payments on mortgage notes payable.

Canyon View

As  of  March  31,  1997,  the  property  was  87%  occupied,  compared  to  89%
approximately one year ago. At March 31, 1997 and 1996, the market rents for the
various unit types were as follows:

      Unit Type                                             1997           1996
      ---------                                        ----           ----
      One bedroom one bath                              725           $725
      Two bedroom two bath                              810            810
      Two bedroom two bath w/den                        980            980

Broadmoor Pines

As  of  March  31,  1997,  the  property  was  87%  occupied,  compared  to  89%
approximately one year ago. At March 31, 1997 and 1996, the market rents for the
various unit types were as follows:

       Unit Type                                               1997        1996
       ---------                                               ----        ----
       One bedroom two bath w/den                              $895        $864
       Two bedroom two bath                                     995         975
       Two bedroom two bath w/den                              1,195      1,175

Casabella

As  of  March  31,  1997,  the  property  was  92%  occupied,  compared  to  96%
approximately  one year ago.  At March 31, 1997 and 1996,  the  average  monthly
rents collected for the various unit types were as follows:

       Unit Type                                              1997         1996
       ---------                                              ----         ----
       One bedroom two bath w/den                             $820         $805
       Two bedroom two bath                                    940          930
       Two bedroom two bath w/den                             1,180       1,136

Results of Operations

The  Partnership's  operating results for the three months ended March 31, 1997,
consisted of interest earned on short-term investments,  administrative expenses
and the  Partnership's  share of the income from  Casabella  Associates  and the
income allocated from Canyon View and Broadmoor Pines, as follows:
<TABLE>

                                                       Canyon       Broadmoor          Investment       Consolidated
                                                        View          Pines           Partnership        Totals
<S>                                                     <C>             <C>                <C>              <C>     
         Total revenue                                  $363,960        $296,288           $4,891           $665,139

         Expenses:
           General and administrative                                                      36,125             36,125
           Operations                                    171,714         119,687                             291,401
           Depreciation and amortization                  62,863          48,064                             110,927
           Interest                                      115,605          86,226                             201,831
           Equity in (income) loss from partnership      -              -                   1,453              1,453
                                                    ------------- --------------- ----------------
                                                                                                    -----------------
                                                         350,182         253,977           37,578            641,737
                                                    ------------- --------------- ----------------  -----------------
         Net income                                      $13,778         $42,311        ($32,687)            $23,402
                                                    ============= =============== ================  =================
</TABLE>

The  Partnership's  operating  results for the three months ended March 31, 1996
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          Investment       Consolidated
                                                        View          Pines           Partnership        Totals
<S>                                                     <C>             <C>                <C>              <C>     
         Total revenue                                  $365,592        $302,728           $8,209           $676,529

         Expenses:
           General and administrative                         10        -                  58,256             58,266
           Operations                                    171,654         114,434                             286,088
           Depreciation and amortization                  58,921          45,523                             104,444
           Interest                                      117,449          87,125                             204,574
           Equity in (income) loss from partnership      -              -                   2,235              2,235
                                                    ------------- --------------- ----------------
                                                                                                    -----------------
                                                         348,034         247,082           60,491            655,607
                                                    ------------- --------------- ----------------  -----------------
         Net income                                      $17,558         $55,646        ($52,282)            $20,922
                                                    ============= =============== ================  =================

</TABLE>

Comparison  of  Operating  Results for the Three Months Ended March 31, 1997 and
1996:

Total revenue and operating  expenses  remained  fairly stable,  increasing less
than 2%. General and administrative expenses decreased by $22,141 due to re-
stabilization of costs associated with the Partnership's administrative,
financial and investor services  functions following the office relocation to
Colorado Springs.

Thus far in 1997, the Partnership has made the following cash  distributions  to
its Partners:


         Limited Partners               $ 63,719
         General Partners                              -
                                         $63,719


<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:  March 13, 1997


<PAGE>


<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                    Dec-31-1997
<PERIOD-END>                                         Mar-31-1997
<CASH>                                                        526,786
<SECURITIES>                                                        0
<RECEIVABLES>                                                       0
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                                    0
<PP&E>                                                     22,410,496
<DEPRECIATION>                                             (4,845,970)
<TOTAL-ASSETS>                                             18,468,220
<CURRENT-LIABILITIES>                                         325,949
<BONDS>                                                     8,584,385
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                  9,557,886
<TOTAL-LIABILITY-AND-EQUITY>                               18,468,220
<SALES>                                                             0
<TOTAL-REVENUES>                                              665,139
<CGS>                                                               0
<TOTAL-COSTS>                                                 291,401
<OTHER-EXPENSES>                                              148,505
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                            201,831
<INCOME-PRETAX>                                                     0
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                   23,402
<EPS-PRIMARY>                                                       0
<EPS-DILUTED>                                                       0
        


</TABLE>


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