ARVIDA JMB PARTNERS L P, 10-Q, 1996-05-14

ARVIDA JMB PARTNERS L P
10-Q, 1996-05-14
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 1996 Commission file #0-16976

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

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

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

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

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

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

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

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . 17

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 19

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 20
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS

MARCH 31, 1996 AND DECEMBER 31, 1995

(UNAUDITED)

ASSETS
------

<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,916,200 20,171,289
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,457,516 13,852,395
Trade and other accounts receivable (net of allowance for doubtful
accounts of $234,574 at March 31, 1996 and $236,052 at
December 31, 1995) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,594,025 28,056,262
Mortgages receivable, net. . . . . . . . . . . . . . . . . . . . . . . . . . 2,011,153 1,994,583
Real estate inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . 198,355,510 199,372,799
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . 75,639,290 71,842,531
Investments in and advances to joint ventures, net . . . . . . . . . . . . . 3,670,459 13,955,093
Equity memberships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,068,461 7,367,266
Amounts due from affiliates. . . . . . . . . . . . . . . . . . . . . . . . . 1,095,744 1,131,697
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . . . 8,668,330 8,695,326
------------ ------------

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $353,476,688 366,439,241
============ ============
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(UNAUDITED)

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

MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
Liabilities:
Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 3,972,987
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,008,758 22,918,450
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,081,759 23,825,499
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . 12,160,682 12,718,654
Notes and mortgages payable, net . . . . . . . . . . . . . . . . . . . . . 69,522,831 70,338,364
------------ ------------
Commitments and contingencies

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 125,774,030 133,773,954
------------ ------------

Partners' capital accounts:
General Partner and Associate Limited Partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net income (loss) . . . . . . . . . . . . . . . . . . . . . . 35,529,547 34,994,723
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . (34,491,274) (33,912,035)
------------ ------------
1,058,273 1,102,688
------------ ------------
Limited Partners:
Capital contributions, net of offering costs . . . . . . . . . . . . . . 364,841,815 364,841,815
Cumulative net income (loss) . . . . . . . . . . . . . . . . . . . . . . 14,341,758 8,815,556
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . (152,539,188) (142,094,772)
------------ ------------
226,644,385 231,562,599
------------ ------------
Total partners' capital accounts . . . . . . . . . . . . . . . . . 227,702,658 232,665,287
------------ ------------

Total liabilities and partners' capital. . . . . . . . . . . . . . $353,476,688 366,439,241
============ ============
<FN>
The accompanying notes are an integral part
of these consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
ARVIDA/JMB PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1996 AND 1995

(UNAUDITED)

Revenues:
Housing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,060,078 44,609,088
Homesites. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,112,000 4,196,416
Land and property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,120,661 12,069,241
Operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,317,018 8,405,185
Brokerage and other operations . . . . . . . . . . . . . . . . . . . . . . 5,992,715 6,784,117
----------- ----------
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,602,472 76,064,047
----------- ----------
Cost of revenues:
Housing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,905,140 35,640,076
Homesites. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,240,638 2,662,548
Land and property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,570,116 4,166,661
Operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,207,347 7,303,944
Brokerage and other operations . . . . . . . . . . . . . . . . . . . . . . 5,821,513 6,918,800
----------- ----------
Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . 68,744,754 56,692,029
----------- ----------
Gross operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,857,718 19,372,018
Selling, general and administrative expenses . . . . . . . . . . . . . . . . (5,226,233) (5,461,414)
----------- ----------
Net operating income . . . . . . . . . . . . . . . . . . . . . . . . 6,631,485 13,910,604

Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412,528 322,243
Equity in earnings (losses) of unconsolidated ventures . . . . . . . . . . . (33,813) 1,114,062
Interest and real estate taxes, net. . . . . . . . . . . . . . . . . . . . . (949,174) (1,167,047)
----------- ----------
ARVIDA/JMB PARTNERS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1996 AND 1995 - CONTINUED

1996 1995
------------- -----------

Income before cumulative effect due to change
in accounting for long-lived assets. . . . . . . . . . . . . . . . 6,061,026 14,179,862

Cumulative effect due to change in accounting
for long-lived assets. . . . . . . . . . . . . . . . . . . . . . . -- (2,200,000)
----------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,061,026 11,979,862
=========== ==========
Net income per Limited Partnership Interest. . . . . . . . . . . . . $ 13.68 28.74
=========== ==========
Cash distributions per Limited Partnership Interest. . . . . . . . . $ 25.85 13.49
=========== ==========

<FN>
The accompanying notes are an integral part of these consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 1996 AND 1995

(UNAUDITED)

<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,061,026 11,979,862
Charges (credits) to net income not requiring (providing) cash:
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . 1,411,896 1,451,690
Equity in (earnings) losses of unconsolidated ventures . . . . . . . . . . . . 33,813 (1,114,062)
Provision for doubtful accounts. . . . . . . . . . . . . . . . . . . . . . . . (1,478) 11,519
Loss on disposition of property and equipment. . . . . . . . . . . . . . . . . 2,695 11,809
Cumulative effect due to change in accounting for
long-lived assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 2,200,000
Changes in:
Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 394,879 199,069
Trade and other accounts receivable. . . . . . . . . . . . . . . . . . . . . . (9,536,285) 7,918,572
Real estate inventories:
Additions to real estate inventories . . . . . . . . . . . . . . . . . . . . (52,292,564) (49,376,902)
Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,715,894 42,469,285
Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,478,115) (2,364,382)
Capitalized real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . (927,926) (1,075,159)
Equity memberships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,805 567,016
Amounts due from affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . 35,953 (150,595)
Prepaid expenses and other assets. . . . . . . . . . . . . . . . . . . . . . . (58,160) (319,144)
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . (3,492,152) (4,642,030)
Deposits and unearned income . . . . . . . . . . . . . . . . . . . . . . . . . 256,260 262,750
------------ -----------

Net cash provided by (used in) operating activities. . . . . . . . . . (3,575,459) 8,029,245
------------ -----------
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

1996 1995
------------ -----------
Cash flows from investing activities:
Mortgages receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,570) 83,772
Acquisitions of property and equipment . . . . . . . . . . . . . . . . . . . . (5,129,240) (2,600,125)
Proceeds from sales and disposals of property and equipment. . . . . . . . . . 3,046 --
Joint venture distributions, net . . . . . . . . . . . . . . . . . . . . . . . (3,277) 91,730
Payments from (advances to) joint ventures . . . . . . . . . . . . . . . . . . 4,167,146 (112,853)
Proceeds from sales and disposal of joint venture interest . . . . . . . . . . 6,111,440 --
------------ -----------
Net cash provided by (used in) investing activities. . . . . . . . . . 5,132,545 (2,537,476)
------------ -----------
Cash flows from financing activities:
Proceeds from notes and mortgages payable. . . . . . . . . . . . . . . . . . . 14,742,547 14,610,072
Payments of notes and mortgages payable. . . . . . . . . . . . . . . . . . . . (15,558,080) (37,078,520)
Distributions to General Partner and Associate Limited Partners. . . . . . . . (579,239) (302,689)
Distributions to Limited Partners. . . . . . . . . . . . . . . . . . . . . . . (10,444,416) (5,448,464)
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,972,987) 4,027,108
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . (15,812,175) (24,192,493)
------------ -----------
Decrease in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . (14,255,089) (18,700,724)

Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . 20,171,289 22,024,390
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . $ 5,916,200 3,323,666
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest, net of amounts capitalized. . . . . $ 112,888 --
============ ===========
Non-cash investing and financing activities. . . . . . . . . . . . . . . . . . $ -- --
============ ===========

<FN>
The accompanying notes are an integral part of these consolidated financial statements.
/TABLE
<PAGE>
ARVIDA/JMB PARTNERS, L.P.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1996 AND 1995

(UNAUDITED)

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.

GENERAL

Capitalized Interest and Real Estate Taxes

Interest, including the amortization of loan fees, of $1,478,115 and
$2,372,777 was incurred for the three months ended March 31, 1996 and 1995,
respectively, of which $1,478,115 and $2,364,382 was capitalized,
respectively. The decrease in interest incurred for the three months ended
March 31, 1996 as compared to the same period in 1995 is due to a decrease
in the average amount of borrowings outstanding during the period.
Interest payments, including amounts capitalized, of $1,591,003 and
$2,328,686 were made during the three months ended March 31, 1996 and 1995,
respectively.

Real estate taxes of $1,877,100 and $2,233,811 were incurred for the
three months ended March 31, 1996 and 1995, respectively, of which $927,926
and $1,075,159 were capitalized, respectively. Real estate tax payments of
$36,489 and $96,732 were made during the three months ended March 31, 1996
and 1995, respectively. The preceding analysis of real estate taxes does
not include real estate taxes incurred or paid with respect to the Partner-
ship's club facilities and operating properties as these taxes are included
in cost of revenues for operating properties.

Property and Equipment and Other Assets

Depreciation expense of $1,326,740 and $1,265,771 was incurred for the
three months ended March 31, 1996 and 1995, respectively. Amortization of
other assets, excluding loan fees, of $22,261 and $56,472 was incurred for
the three months ended March 31, 1996 and 1995. Amortization of loan fees,
which is included in interest expense, of $62,895 and $129,447 was incurred
for the three months ended March 31, 1996 and 1995, respectively.

Partnership Records

During March 1996, the Partnership made a distribution for 1995 of
$10,419,160 to its Limited Partners ($25.79 per Interest) and $578,835 to
the General Partner and Associate Limited Partners, collectively. In
addition, during March 1996, the Partnership remitted each Limited
Partner's share of a North Carolina non-resident withholding tax on behalf
of each of the Limited Partners. Such payment, which totalled $25,256
(approximately $.06 per Interest), was deemed a distribution to the Limited
Partners. The Partnership also paid $404 at that time on behalf of the
General Partner and Associate Limited Partners, collectively, for their
share of a North Carolina non-resident withholding tax. This amount was
deemed a distribution. These distributions are the primary cause for the
decrease in cash and cash equivalents at March 31, 1996 as compared to
December 31, 1995.

Reclassifications

Certain reclassifications have been made to the 1995 financial
statements to conform to the 1996 presentation.<PAGE>
NOTES AND MORTGAGES PAYABLE

At March 31, 1996, the Partnership's credit facility consists of a
term loan in the original amount of $85,252,520, a revolving line of credit
facility up to $20 million, an income property term loan in the original
amount of $18,233,326 and a $15 million letter of credit facility. For the
three month period ended March 31, 1996, the effective interest rate for
the combined term loan, income property term loan and revolving line of
credit facility was approximately 8.5% per annum.

Under the term loan agreement, the Partnership made scheduled
principal payments of $10 million in March 1994, February 1995 and February
1996 and a $5 million principal payment in July 1995. The term loan
agreement also provides for additional principal repayments based upon a
specified percentage of available cash flow and upon the sale of certain
assets. The Partnership's lender waived the requirement for principal
payments based upon a specified percentage of available cash flow during
the three months ended March 31, 1996, however, during such period, the
Partnership made additional term loan payments based upon the sale of
certain assets totalling approximately $3.7 million. During April 1996,
the Partnership used $2 million of the proceeds from the sale of its 20%
joint venture interest in Coto de Caza to pay down its term loan. A
principal repayment of $5 million on the term loan is due in July 1996.
The remaining balance outstanding is due in July 1997. Under the income
property term loan, principal payments of $0.1 million are required to be
paid monthly until maturity. The income property term loan and the
revolving line of credit were scheduled to mature in March 1996 and
December 1995, respectively. During March 1996, the Partnership's lenders
reached an agreement with each other whereby one of the lenders purchased
the other's participating interest in the Partnership's credit facilities.
In addition, during March 1996, the successor lender agreed to renew the
Partnership's revolving line of credit, income property term loan and
letter of credit facility through July 1997. The Partnership's letter of
credit facility matures in July 1996. At March 31, 1996, all of the term
loan proceeds had been borrowed with a remaining balance outstanding of
$18,792,214. The balances outstanding on the revolving line of credit
facility, the income property term loan and the letter of credit facility
at March 31, 1996 are $7,000,000, $12,466,746, and $8,862,977,
respectively.

Also included in notes and mortgages payable at March 31, 1996 is
approximately $6.8 million representing project specific financing for the
Partnership's retail property located in its Weston Community. During
April 1996, the Partnership refinanced this loan with a different lender.
The original principal balance on such new loan is $8.1 million. In
addition, $3.0 million of subordinated debt attributable to the Cullasaja
Joint Venture is included in notes and mortgages payable at March 31, 1996.

The Partnership also has a $24.0 million revolving construction line
of credit for the buildings and certain amenities within the Partnership's
condominium project on Longboat Key, Florida known as Arvida's Grand Bay.
This line of credit currently bears interest at the lender's prime rate
(8.25% at March 31, 1996) plus 1/2% per annum and matures in January 1997.
At March 31, 1996, approximately $18.1 million was outstanding under this
line of credit. The Partnership currently anticipates that this amount
will be repaid with proceeds from the sale of condominium units.

During January 1996, the Partnership executed a note for a $7.5
million construction loan for the construction and development of a second
retail shopping center located in its Weston Community. This note
currently bears interest at the lender's prime rate (8.25% at March 31,
1996) plus 1/2% per annum and matures in July, 1997. At March 31, 1996,
approximately $1.3 million was outstanding under this loan. The
construction and development of this project is the primary cause for the
increase in Property and equipment on the accompanying Consolidated Balance
Sheets at March 31, 1996 as compared to December 31, 1995.
<PAGE>
INVESTMENTS IN AND ADVANCES TO JOINT VENTURES

During March 1996, the Partnership closed on the sale of its 20% joint
venture interest in Coto de Caza, including the related promissory note for
advances previously made to the joint venture, to unaffiliated third
parties for a sales price of $12 million. This transaction is reflected in
Land and property revenues for the three months ended March 31, 1996 on the
accompanying Consolidated Statements of Operations. This sale is the
primary cause for the decrease in Investments in and advances to joint
ventures on the accompanying Consolidated Balance Sheets at March 31, 1996
as compared to December 31, 1995. The proceeds from this sale were not
received by the Partnership from the escrow agent until April 1996, which
is the primary cause for the increase in Trade and other accounts
receivables on the accompanying Consolidated Balance Sheets at March 31,
1996 as compared to December 31, 1995. During April 1996, the Partnership
used $2.0 million of the sales proceeds to pay down its term loan.

TRANSACTIONS WITH AFFILIATES

The Partnership, subject to certain limitations, may engage affiliates
of the General Partner for property management, insurance and certain other
administrative services to be performed in connection with the
administration of the Partnership and its assets. The total of such costs
(consisting primarily of insurance commissions) for the three months ended
March 31, 1996 was approximately $17,800, all of which was paid as of March
31, 1996. The total of such costs for the three months ended March 31,
1995 was approximately $55,500. In addition, the General Partner and its
affiliates are entitled to reimbursements for salaries and salary-related
costs relating to the administration of the Partnership and the operation
of the Partnership's properties. Such costs were approximately $24,700 for
the three months ended March 31, 1996, all of which were paid as of March
31, 1996.

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,
salary 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 three months ended March 31, 1996, the amount
of such costs incurred by the Partnership on behalf of these affiliates
totalled approximately $71,400. At March 31, 1996, approximately $293,500
(including amounts owed from the previous periods) was owed to the
Partnership, of which approximately $50,800 was received as of May 3, 1996.
For the three month period ended March 31, 1995, the Partnership was
entitled to reimbursements of approximately $231,000.

The Partnership and Arvida/JMB Partners, L.P.-II (a publicly-held
limited partnership affiliated with the General Partner) each employ
project related and administrative personnel who perform services on behalf
of both partnerships. In addition, certain out-of-pocket expenditures
related to such services and other general and administrative costs are
incurred and charged to each partnership as appropriate. The Partnership
receives reimbursements from or reimburses Arvida/JMB Partners, L.P.-II for
such costs (including salary and salary-related costs). For the three
month periods ended March 31, 1996 and 1995, the Partnership was entitled
to receive approximately $589,200 and $822,200, respectively, from
Arvida/JMB Partners, L.P.-II. At March 31, 1996, approximately $194,600
was owed to the Partnership, all of which was received as of May 3, 1996.
In addition, for the three month periods ended March 31, 1996 and 1995, the
Partnership was obligated to reimburse Arvida/JMB Partners, L.P.-II
approximately $68,300 and $88,400, respectively. At March 31, 1996,
approximately $49,200 was unpaid, all of which was paid as of May 3, 1996.
<PAGE>
Arvida Company ("Arvida"), pursuant to an agreement with the
Partnership, provides development, construction, management and other
personnel and services to the Partnership for all of its projects and
operations. Pursuant to such agreement, the Partnership reimburses Arvida
for all of its out-of-pocket expenditures (including salary and salary-
related costs), subject to certain limitations. The total of such costs
for the three month periods ended March 31, 1996 and 1995 were
approximately $2,681,000 and $2,684,000, respectively, all of which was
paid as of March 31, 1996. In addition, Arvida owes the Partnership
approximately $53,600 at March 31, 1996 resulting from an overpayment of
salary and salary-related costs, all of which was received as of May 3,
1996.

The Partnership pays for certain general and administrative costs on
behalf of its equity clubs, homeowners associations and maintenance
associations. The Partnership receives reimbursements from these entities
for such costs. For the three month period ended March 31, 1996, the
Partnership was entitled to receive approximately $174,600 from these
entities. At March 31, 1996, approximately $12,400 was owed to the
Partnership, all of which was received as of May 3, 1996. For the three
months ended March 31, 1995, the Partnership was entitled to receive
approximately $124,500 from these entities. In addition, the Partnership
owes its equity clubs for certain costs incurred by the clubs which are
obligations of the Partnership. For the three month period ended March 31,
1996, the Partnership was obligated to reimburse its equity clubs
approximately $6,800. At March 31, 1996, approximately $49,400 was unpaid
(including amounts owed from previous periods), of which approximately
$27,900 was paid as of May 3, 1996.

The Partnership also funds operating deficits of its equity clubs, as
required or deemed necessary. Such amounts may be reimbursed by these
clubs from future cash flow. At March 31, 1996, the Partnership was owed
approximately $608,800 for such funding, none of which was paid as of May
3, 1996.

The Partnership periodically incurs salary and salary-related costs on
behalf of an affiliate of the General Partner of the Partnership. The
Partnership was entitled to receive approximately $0 and $380,600 for such
costs for the three months ended March 31, 1996 and 1995, respectively, of
which approximately $31,400 remains unpaid at March 31, 1996 and May 3,
1996.

In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partners have deferred a portion of their distributions
of net cash flow from the Partnership totalling approximately $1,587,700.
This amount does not bear interest and is expected to be paid in future
periods subject to certain restrictions contained in the Partnership's
credit facility agreement.

All amounts receivable 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 standby letters of credit and
performance bonds for approximately $8,863,000 and $4,095,700,
respectively, at March 31, 1996. In addition, certain joint ventures in
which the Partnership holds an interest are also contingently liable under
bonds for approximately $1,020,000 at March 31, 1996.
<PAGE>
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.

The homeowner lawsuits alleged, among other things, that the damage
suffered by the plaintiffs' homes and/or condominiums within Country Walk
was beyond what could have been reasonably expected from the hurricane
and/or was a result of the defendants' alleged defective design,
construction, inspection and/or other improper conduct in connection with
the development, construction and sales of such homes and condominiums,
including alleged building code violations. The various plaintiffs sought
varying and, in some cases, unspecified amounts of compensatory damages and
other relief. In certain of the lawsuits injunctive relief and/or punitive
damages were sought.

Several of these lawsuits allege that the Partnership was liable,
among other reasons, as a result of its own alleged acts of misconduct or
as a result of the Partnership's assumption of Arvida Corporation's
liabilities in connection with the Partnership's purchase of Arvida
Corporation's assets from Disney in 1987, which included certain assets
related to the Country Walk development. Pursuant to the agreement to
purchase such assets, the Partnership obtained indemnification by Disney
for certain liabilities relating to facts or circumstances arising or
occurring prior to the closing of the Partnership's purchase of the assets.

Over 80% of the Arvida-built homes in Country Walk were built prior to the
Partnership's ownership of the Community. Where appropriate, the
Partnership has tendered or will tender each of the above-described
lawsuits to Disney for defense and indemnification in whole or in part
pursuant to the Partnership's indemnification rights. Where appropriate,
the Partnership has also tendered these lawsuits to its various insurance
carriers for defense and coverage. The Partnership is unable to determine
at this time to what extent damages in these lawsuits, if any, against the
Partnership, as well as the Partnership's cost of investigating and
defending the lawsuits, will ultimately be recoverable by the Partnership
either pursuant to its rights of indemnification by Disney or under
contracts of insurance.

The Partnership entered into a court-approved settlement which
resolved substantial portions of the pending homeowners' lawsuits that had
been filed. Homeowners of approximately 85% of the units in Country Walk
accepted the settlement which cost approximately $2.5 million. The
settlement was funded by one of the Partnership's insurers, subject to a
reservation of rights.

In addition, the Partnership was a party to a number of claims brought
by condominium and patio homeowners, all of whom declined to accept the
terms of the class action settlement. These actions have been settled for
approximately $520,000. One of the Partnership's insurers has funded these
settlements.

The Partnership has also resolved a claim brought by the Villages of
Country Walk Homeowners' Association, Inc., and related entities, for
damages to the common elements of the condominium units at Country Walk. A
settlement in the amount of $2,740,000 was paid by the Partnership's
insurance carriers. A reservation of rights was issued by one of the
Partnership's insurance carriers in connection with payment of
approximately $740,000 of the settlement.

The Partnership was involved in subrogation lawsuits or threatened
subrogation actions with Prudential Property and Casualty Company,
Travelers Insurance Company ("Travelers"), Allstate Insurance Company
("Allstate") and State Farm Insurance Company. These insurance companies
sought to recover damages, costs and interest in connection with amounts
allegedly paid to their insured living in Country Walk at the time of
Hurricane Andrew. The Partnership settled these claims and all settlement
proceeds were funded by one of the Partnership's insurance carriers. The
aggregate amount of these settlements is approximately $4.5 million. The
Allstate and Travelers settlements in the amount of approximately $1.1
million were funded subject to a reservation of rights by one of the
Partnership's insurance carriers.

As noted above, one of the Partnership's insurance carriers has been
funding settlements of various litigation related to Hurricane Andrew. In
some, but not all, instances, the insurance carrier has provided the
Partnership with written reservation of rights letters. The aggregate
amount of the settlements funded to date by this carrier is approximately
$8.0 million. The insurance carrier that funded these settlements pursuant
to certain reservations of rights has stated its position that it has done
so pursuant to various non-waiver agreements. The carrier's position was
that these non-waiver agreements permitted the carrier to fund settlements
without barring the carrier from raising insurance coverage issues or
waiving such coverage issues. On May 23, 1995, the insurance carrier
rescinded the various non-waiver agreements currently in effect regarding
the remainder of the Hurricane Andrew litigation, allegedly without waiving
any future coverage defenses, conditions, limitations, or rights. For this
and other reasons, the extent to which the insurance carrier may recover
any of these proceeds from the Partnership is uncertain. Therefore, the
accompanying consolidated financial statements do not reflect any accruals
related to this matter.

Currently, the Partnership is involved in two subrogation actions. On
April 19, 1993, a subrogation claim entitled Village Homes at Country Walk
Master Maintenance Association, Inc. v. Arvida Corporation et al., was
filed in the 11th Judicial Circuit for Dade County. Plaintiffs filed this
suit for the use and benefit of American Reliance Insurance Company
("American Reliance"). In this suit, as amended, plaintiffs seek to
recover damages and pre- and post-judgment interest in connection with
$10,873,000 American Reliance has allegedly paid, plus amounts it may have
to pay in the future, to the condominium association at Country Walk in the
wake of Hurricane Andrew. Disney is also a defendant in this suit. The
Partnership believes that the amount of this claim that allegedly relates
to units it sold is approximately $3,600,000. Plaintiffs also seek a
declaratory judgement seeking to hold the Partnership and other defendants
responsible for amounts American Reliance must pay in the future to its
insured as additional damages beyond the $10,873,000 previously paid. The
Partnership has filed motions directed to the complaint, as amended, and
the litigation is in the discovery stage. The Partnership intends to
vigorously defend itself. The Partnership is also involved in a
subrogation action brought by the Insurance Company of North America
("INA") arising out of a claim that INA allegedly paid on a single home in
Country Walk. The Partnership intends to vigorously defend itself in this
action, as well. The Partnership could be named in other subrogation
actions, and in such event, the Partnership intends to vigorously defend
itself in such actions.

In addition, the Partnership has been advised by Merrill Lynch that
various investors have sought to compel Merrill Lynch to arbitrate claims
brought by certain investors of the Partnership representing approximately
5% of the total of approximately 404,000 Interests outstanding. Merrill
Lynch has asked the Partnership and its General Partner to confirm an
obligation of the Partnership and its General Partner to indemnify Merrill
Lynch in these claims against all loss, liability, claim, damage and
expense, including without limitation attorneys' fees and expenses, under
the terms of a certain Agency Agreement dated September 15, 1987 ("Agency
Agreement") with the Partnership relating to the sale of Interests through
Merrill Lynch on behalf of the Partnership. These claimants have sought
and are seeking to arbitrate claims involving unspecified damages against
Merrill Lynch based on Merrill Lynch's alleged violation of applicable
state and/or federal securities laws and alleged violations of the rules of
the National Association of Securities Dealers, Inc., together with pendent
state law claims. The Partnership believes that Merrill Lynch has resolved
some of these claims through litigation and otherwise, and that Merrill
Lynch is defending other claims. The Agency Agreement generally provides
that the Partnership and its General Partner shall indemnify Merrill Lynch
against losses occasioned by any actual or alleged misstatements or
omissions of material facts in the Partnership's offering materials used in
connection with the sale of Interests and suffered by Merrill Lynch in
performing its duties under the Agency Agreement, under certain specified
conditions. The Agency Agreement also generally provides, under certain
conditions, that Merrill Lynch shall indemnify the Partnership and its
General Partner for losses suffered by the Partnership and occasioned by
certain specified conduct by Merrill Lynch in the course of Merrill Lynch's
solicitation of subscriptions for, and sale of, Interests. The Partnership
is unable to determine at this time the ultimate investment of investors
who have filed arbitration claims as to which Merrill Lynch might seek
indemnification in the future. At this time, and based upon the
information presently available about the arbitration statements of claims
filed by some of these investors, the Partnership and its General Partner
believe that they have meritorious defenses to demands for indemnification
made by Merrill Lynch and intend to vigorously pursue such defenses.
Although there can be no assurance regarding the outcome of the claims for
indemnification, at this time, based on information presently available
about such arbitration statements of claims, the Partnership and its
General Partner do not believe that the demands for indemnification by
Merrill Lynch will have a material adverse effect on the financial
condition of the Partnership.

On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. The multi-count complaint, as amended, is brought as a
class action, and individually, on behalf of various residents of the
Broken Sound Community, and alleges that defendants engaged in various acts
of misconduct in, among other things, the establishment, operation,
management and marketing of the Broken Sound golf course and recreational
facilities, as well as the alleged improper failure to turn over such
facilities to the Broken Sound homeowners on a timely basis. Plaintiffs
seek, through various theories, including but not limited to breach of
ordinance, breach of fiduciary duty, fraud, unjust enrichment and civil
theft, damages in excess of $45 million, the appointment of a receiver for
the Broken Sound Club, other unspecified compensatory damages, the right to
seek punitive damages, treble damages, prejudgment interest, attorneys'
fees and costs. The Partnership believes that the lawsuit is without merit
and intends to vigorously defend itself in this matter.

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

The Partnership owns a 50% joint venture interest in 31 commercial/
industrial acres in Pompano Beach, Florida, which is encumbered by a
mortgage loan in the principal amount of approximately $4 million at
December 31, 1995. As a result of the Partnership's previous determination
that the development of the land was no longer economically profitable,
during April 1992, the Partnership and its joint venture partner each
tendered payment in the amount of approximately $3.1 million to the lender
for their respective shares of the guarantee payment required under the
loan agreement and certain other holding costs, the majority of which
reduced the outstanding mortgage loan to its current balance. The venture
also intended at that time to convey title to the property to the lender;
however, such conveyance is pending until resolution of certain general
development obligations of the venture as well as certain environmental
issues. The Partnership had been negotiating with the lender regarding the
scope of the development work required to be done. Negotiations with the
lender were unsuccessful, and the lender has filed a lawsuit with the
Broward County Circuit Court in which the lender asserts, among other
things, that the mortgage loan is with recourse to the joint venture
partners as a result of the partners' failure to perform in accordance with
the terms of the loan agreement. The lender is demanding payment of the
outstanding loan balance plus interest thereon. The Partnership believes
this claim is without merit and is vigorously defending the lawsuit.

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

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The Partnership adopted the Financial Accounting Standard's Board's
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of", effective January 1, 1995. As a
result, an impairment loss of $2.2 million was recorded to the carrying
value of its Cullasaja Community located near Highlands, North Carolina.
As a result of this adjustment, Cullasaja's carrying value is recorded at
approximately $7.1 million at March 31, 1996 and December 31, 1995.

ADJUSTMENTS

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
March 31, 1996 and December 31, 1995 and for the three months ended March
31, 1996 and 1995.

<PAGE>
PART I. FINANCIAL INFORMATION

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

Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning certain of the Partnership's investments.

At March 31, 1996 and December 31, 1995, the Partnership had cash and
cash equivalents of approximately $5,916,000 and $20,171,000, respectively.

The decrease in cash and cash equivalents at March 31, 1996 as compared to
December 31, 1995 is due primarily to required debt service payments as
well as distributions to partners made in March 1996. The bank overdraft,
which represented checks in transit, of approximately $3,973,000 at
December 31, 1995 was repaid from cash on hand during January 1996.

Reference is made to Part II - OTHER INFORMATION - Item 1. Legal
Proceedings, for a discussion of various lawsuits, in which the Partnership
is a defendant, allegedly arising out of or relating to Hurricane Andrew
and certain property damage allegedly suffered by the plaintiffs at a
previously developed community known as Country Walk.

RESULTS OF OPERATIONS

The results of operations for the three months ended March 31, 1996
are primarily attributable to the development and sale or operation of the
Partnership's assets.

For the three months ended March 31, 1996, the Partnership (including
its consolidated ventures and its unconsolidated ventures accounted for
under the equity method) closed on the sale of 255 housing units, 46
homesite lots and the sale of its 20% joint venture interest in Coto de
Caza. This compares to closings in the first quarter of 1995 of 283
housing units, 68 homesite lots and approximately 22 acres of undeveloped
land. Outstanding contracts ("backlog") as of March 31, 1996 were for 847
housing units, 33 homesites and approximately 36 acres of developed and
undeveloped land tracts. This compares to a backlog as of March 31, 1995
of 981 housing units, 104 homesites, approximately 50 acres of developed
and undeveloped land tracts as well as the Mizner Place office building.

The Partnership's Communities are in various stages of development,
with estimated remaining build-outs ranging from one to nine years. The
Weston Community, located in Broward County, Florida, is the Partnership's
largest Community and is in its mid stage of development. Also in their
mid stages of development are the River Hills Country Club in Tampa,
Florida; Jacksonville Golf and Country Club in Jacksonville, Florida; the
Water's Edge Community in Atlanta, Georgia; The Cullasaja Club, near
Highlands, North Carolina and the Partnership's condominium project on
Longboat Key, Florida known as Arvida's Grand Bay. The Partnership's
remaining Communities known as Sawgrass Country Club, in Jacksonville,
Florida and Dockside in Atlanta, Georgia are in their final stages of
development with anticipated close-outs in 1996. The Broken Sound
Community, located in Boca Raton, Florida, is complete and had its final
closings in 1995. Future revenues will be impacted to the extent that
there are lower levels of inventories available for sale as these
Communities approach or undertake their final phases. In addition, due to
the close-out of the Partnership's higher profit margin products within
Broken Sound in 1995, future gross operating profit margins from housing
activities are not expected to be as high as recent years' margins.

The increase in housing revenues for the three months ended March 31,
1996 as compared to the same period in 1995 is due to an increase in the
amount of revenues recognized under the percentage of completion method at
Arvida's Grand Bay on Longboat Key, Florida. For the three months ended
March 31, 1996, the Partnership recognized revenues from two buildings at
Arvida's Grand Bay under the percentage of completion method as compared to
one building for the same period in 1995. Also contributing to the
favorable revenue variance was the closing of higher priced products at the
Partnership's Weston Community during the first quarter of 1996. In
addition, revenues increased for the first quarter of 1996 as compared to
the same period in 1995 due to an increase in the number of units closed at
the Partnership's Atlanta Communities. The favorable variance in housing
revenues is partially offset by the close-out of the Partnership's Broken
Sound Community in 1995. Also offsetting the favorable variance is a
decrease in the number of units closed at the Partnership's River Hills and
Sawgrass Country Club Communities. The decrease in closings at River Hills
is due to a temporary decline in the availability of lower priced product
in that Community, while closings decreased at Sawgrass Country Club due to
that Community nearing close-out. The close-out of the higher profit
margin products within the Partnership's Broken Sound Community is the
primary reason for the decline in the gross operating profit margin from
housing activities.

The decrease in homesite revenues for the three months ended March 31,
1996 as compared to the same period in 1995 is due primarily to fewer lot
closings in the Partnership's Weston Community. This decrease is due to
the near close-out of several of the lower-priced products at Weston as
well as a slow down in sales of higher-priced products. The decrease in
the gross operating profit margin from homesite activities for the three
months ended March 31, 1996 as compared to the same period in 1995 is due
to certain development adjustments made to cost of sales in 1995 to reduce
development cost estimates for certain projects which were nearing
completion.

The increase in land and property revenues for the three months ended
March 31, 1996 as compared to the same period in 1995 is due primarily to
the sale of the Partnership's 20% joint venture interest in Coto de Caza as
well as the related promissory note for advances previously made to the
joint venture. This transaction is reflected in Land and property revenues
for the three months ended March 31, 1996 on the accompanying Consolidated
Statements of Operations. This sale is the primary cause for the decrease
in Investments in and advances to joint ventures on the accompanying
Consolidated Balance Sheets at March 31, 1996 as compared to December 31,
1995. The proceeds from this sale were not received by the Partnership
from the escrow agent until April 1996, which is the primary cause for the
increase in Trade and other accounts receivables on the accompanying
Consolidated Balance Sheets at March 31, 1996 as compared to December 31,
1995. Land and property revenues for the three months ended March 31, 1995
consisted primarily of approximately 22.3 acres of undeveloped commercial
land parcels in Palm Beach County, Florida, as well as the sale of the
Partnership's cable operation in its Broken Sound Community. The decrease
in the gross operating profit margin from land and property sales for the
three months ended March 31, 1996 as compared to the same period in 1995 is
due primarily to the low cost basis of the land and property sales
generated in the first quarter of 1995.

The decrease in revenues from brokerage and other operations for the
three months ended March 31, 1996 as compared to the same period in 1995 is
due primarily to the decrease in the number of builder unit closings at the
Partnership's Weston Community as well as the sell-out of its Broken Sound
Community in 1995. Revenues for the three months ended March 31, 1996 also
decreased as compared to the same period in 1995 due to a lower volume of
resale activity generated in Palm Beach County, Florida.

The improvement in the gross operating profit margin from brokerage
and other operations for the three months ended March 31, 1996 as compared
to the same period in 1995 is due primarily to certain non-recurring
adjustments recorded to cost of revenues during the first quarter of 1995.
These adjustments were recorded to properly reflect commissions paid in
connection with the sales of builders' homes within the Partnership's
Communities which had closed prior to December 31, 1994.

The decrease in selling, general and administrative expenses for the
three months ended March 31, 1996 as compared to the same period in 1995 is
primarily due to decreased legal fees and insurance costs.

The decrease in equity in earnings of unconsolidated ventures for the
three months ended March 31, 1996 as compared to the same period in 1995
resulted from the Partnership recording its share of income generated from
a land sale by the commercial joint venture located in Ocala, Florida
during the first quarter of 1995. No land sales were generated by the
unconsolidated joint ventures in which the Partnership holds interests
during the first quarter of 1996.

Interest and real estate taxes decreased for the three months ended
March 31, 1996 as compared to the same period in 1995 due primarily to a
reduction in real estate taxes incurred.

The Partnership adopted the Financial Accounting Standards Board's
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of", effective January 1, 1995. As a
result, an impairment loss of $2.2 million was recorded to the carrying
value of its Cullasaja Community located near Highlands, North Carolina.
This loss is reflected as the Cumulative effect due to change in accounting
for long-lived assets on the accompanying Consolidated Statements of
Operations.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Reference is made to the Commitments and Contingencies Section of
Notes for a detailed discussion regarding certain lawsuits which 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.

On or about October 16, 1995, a lawsuit was filed against the
Partnership and others in the Circuit Court of the 15th Judicial Circuit,
in and for Palm Beach County, Florida, entitled Council of Villages, Inc.
et al v. Arvida/JMB Partners, Arvida/JMB Managers, Inc., Arvida/JMB
Partners, Ltd., Broken Sound Club, Inc., and Country Club Maintenance
Association, Inc. The multi-count lawsuit, as amended, is brought as a
class action, and individually, on behalf of various residents of the
Broken Sound Community, and alleges that defendants engaged in various acts
of misconduct in, among other things, the establishment, operation,
management and marketing of the Broken Sound golf course and recreational
facilities, as well as the alleged improper failure to turn over said
facilities to the Broken Sound homeowners on a timely basis. Plaintiffs
seek, through various theories, including but not limited to breach of
ordinance, fiduciary duty, fraud, and civil theft, damages in excess of $45
million, the appointment of a receiver for the Broken Sound Club, other
unspecified compensatory damages, the right to seek punitive damages,
treble damages, prejudgment interest, attorneys' fees and costs. The
Partnership believes that the lawsuit is without merit and intends to
vigorously defend itself in this matter.

Other than as described above, the Partnership is not subject to any
material pending legal proceedings, other than ordinary routine litigation
incidental to the business of the Partnership. However, reference is made
to Notes for a discussion of certain claims asserted by Merrill Lynch for
indemnification by the Partnership and the General Partner in connection
with claims for arbitration filed by certain investors of the Partnership.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1. Amended and Restated Agreement of Limited Partnership.*

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

4.1. Amended and Restated Credit Agreement dated October 7, 1992,
among Arvida/JMB Partners, L.P., Arvida/JMB Partners, Southeast Florida
Holdings, Inc., Center Office Partners, Center Retail Partners, Center
Hotel Limited Partnership, Weston Hills Country Club Limited Partnership
and Chemical Bank and Nationsbank of Florida, N.A. is herein incorporated
by reference to Exhibit No. 4.4 to the Partnership's Report on Form 10-Q
(File number 0-16976) dated November 11, 1992.

4.2. Security Agreement dated as of October 7, 1992 made by
Arvida/JMB Partners, L.P., Arvida/JMB Partners, Southeast Florida Holdings,
Inc., Center Office Partners, Center Retail Partners, Center Hotel Limited
Partnership and Weston Hills Country Club Limited Partnership (as
"grantors") in favor of Chemical Bank and Nationsbank of Florida, N.A. (as
"lenders") is herein incorporated by reference to Exhibit No. 4.5 of the
Partnership's Report on Form 10-Q (File number 0-16976) dated November 11,
1992.

4.3. Pledge Agreement dated as of October 7, 1992 among Arvida/JMB
Partners, L.P., Arvida/JMB Partners, Southeast Florida Holdings, Inc.,
Center Office Partners, Center Retail Partners, Center Hotel Limited
Partnership and Weston Hills Country Club Limited Partnership (as
"pledgors") and Chemical Bank and Nationsbank of Florida, N.A. (as
"lenders") is herein incorporated by reference to Exhibit No. 4.6 of the
Partnership's Report on Form 10-Q (File number 0-16976) dated November 11,
1992.

4.4. Various mortgages and other security interests dated October
7, 1992 related to the assets of Arvida/JMB Partners, Center Office
Partners, Center Retail Partners, Center Hotel Limited Partnership, Weston
Hills Country Club Limited Partnership which secure loans under the Amended
and Restated Credit Agreement referred to in Exhibit 4.1 are herein
incorporated by reference to Exhibit No. 4.7 of the Partnership's Report on
Form 10-Q (File number 0-16976) dated November 11, 1992.

4.5. $24,000,000 Consolidated Revolving Promissory Note dated
January 14, 1994 by and between Arvida Grand Bay Limited Partnership-I,
Arvida Grand Bay Limited Partnership-II, Arvida Grand Bay Limited
Partnership-III, Arvida Grand Bay Limited Partnership-IV, Arvida Grand Bay
Limited Partnership-V, and Arvida Grand Bay Limited Partnership-VI and
Barnett Bank of Broward County, N.A. is herein incorporated by reference to
Exhibit 4.7 to the Partnership's report for December 31, 1993 on Form 10-K
(File No. 0-16976) dated March 25, 1994.

4.6. Amended and Restated Mortgage and Security Agreement dated
January 14, 1994 by and between Arvida Grand Bay Limited Partnership-I,
Arvida Grand Bay Limited Partnership-II, Arvida Grand Bay Limited
Partnership-III, Arvida Grand Bay Limited Partnership-IV, Arvida Grand Bay
Limited Partnership-V, Arvida Grand Bay Limited Partnership-VI and Arvida
Grand Bay Properties, Inc. and Barnett Bank of Broward County, N.A. is
herein incorporated by reference to Exhibit 4.8 to the Partnership's report
for December 31, 1993 on Form 10-K (File No. 0-16976) dated March 25, 1994.

4.7. Construction Loan Agreement dated January 14, 1994 by and
between Arvida Grand Bay Limited Partnership-I and Arvida Grand Bay
Properties, Inc. and Barnett Bank of Broward County, N.A. is herein
incorporated by reference to the Partnership's report for December 31, 1993
on Form 10-K (File No. 0-16976) dated March 25, 1994.

4.8. Second Amended and Restated Credit Agreement dated November
29, 1994, among Arvida/JMB Partners, L.P., Arvida/JMB Partners, Southeast
Florida Holdings, Inc., Center Office Partners, Center Retail Partners,
Center Hotel Limited Partnership, Weston Hills Country Club Limited
Partnership and Chemical Bank and Nationsbank of Florida, N.A. ***

4.9. Affirmation and Amendment of Security Documents dated November
29, 1994, among Arvida/JMB Partners, Arvida/JMB Partners, L.P., Southeast
Florida Holdings, Inc., Center Office Partners, Center Retail Partners,
Center Hotel Limited Partnership, Weston Hills Country Club Limited
Partnership and Chemical Bank. ***

4.10. Modification of Mortgage and Security Agreement and Other loan
Documents dated November 29, 1994, among Arvida/JMB Partners, Weston Hills
Country Club Limited Partnership and Chemical Bank. ***

4.11. Modification of First Mortgage and Security Agreement and
Other Loan Documents dated November 29, 1994, among Arvida/JMB Partners,
Center Office Partners, Center Retail Partners, Center Hotel Limited
Partnership and Chemical Bank. ***

4.12. Credit Agreement extension dated July 28, 1995 made by
Arvida/JMB Partners, L.P., Arvida/JMB Partners, Southeast Florida Holdings,
Inc., Center Office Partners, Center Retail Partners, Center Hotel Limited
Partnership, Weston Hills Country Club Limited Partnership and Chemical
Bank is incorporated by reference to the Partnership's Report for June 30,
1995 on Form 10-Q (File No. 0-16976) dated August 9, 1995.

4.13. Letter Agreement dated January 17, 1996, among Arvida/JMB
Partners, L.P., Arvida/JMB Partners, Southeast Florida Holdings, Inc.,
Center Office Partners, Center Retail Partners, Center Hotel Limited
Partnership, Weston Hills Country Club Limited Partnership and Chemical
Bank and Nationsbank of Florida, N.A. regarding the release of a certain
parcel from the lender's lien is herein incorporated by reference to
Exhibit 4.15 to the Partnership's report for December 31, 1995 on Form 10-K
(File No. 0-16976) dated March 25, 1996.

4.14. Letter Agreement dated March 1, 1996 the sale of the
Partnership's interest in the Coto de Caza Joint Venture and the extension
of the maturity date of the revolving line of credit facility and the
income property term loan is herein incorporated by reference to Exhibit
4.16 to the Partnership's report for December 31, 1995 on Form 10-K (File
No. 0-16976) dated March 25, 1996.

4.15. Letter Agreement dated March 29, 1996 among Arvida/JMB
Partners, Arvida/JMB Partners, L.P., Southeast Florida Holdings, Inc.,
Center Office Partners, Center Retail Partners, Center Hotel Limited
Partnership, Weston Hills Country Club Limited Partnership and Chemical
Bank and Nationsbank of Florida, N.A. regarding the distribution made to
the partners during March 1996 as well as the extension of the maturity
date of the revolving line of credit facility and the income property term
loan is filed herewith.
<PAGE>
10.1. Agreement between the Partnership and The Walt Disney Company
dated January 29, 1987 is hereby incorporated by reference to Exhibit 10.2
to the Partnership's Registration Statement on Form S-1 (File No. 33-14091)
under the Securities Act of 1933 filed on May 7, 1987.

10.2. Management, Advisory and Supervisory Agreement is hereby
incorporated by reference to Exhibit 10.2 to the Partnership's report for
December 31, 1990 on Form 10-K (File No. 0-16976) dated March 27, 1991.

10.3. Letter Agreement, dated as of September 10, 1987, between the
Partnership and The Walt Disney Company, together with exhibits and related
documents.**

10.4. Joint Venture Agreement dated as of September 10, 1987, of
Arvida/JMB Partners, a Florida general partnership. **

10.5. Credit facility restructuring proposal between the Partnership
and Chemical Bank dated March 5, 1992 is hereby incorporated by reference
to Exhibit 10.5 to the Partnership's report for December 31, 1991 on Form
10-K (File No. 0-16976) filed on March 27, 1992.

27. Financial Data Schedule

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

* Previously filed with the Securities and Exchange
Commission as Exhibits 3. and 4.0, respectively, to the Partnership's Form
10-K Report (File No. 0-16976) filed on March 27, 1990 and incorporated
herein by reference.

** Previously filed with the Securities and Exchange
Commission as Exhibits 10.4 and 10.5, respectively, to the Partnership's
Registration Statement (as amended) on Form S-1 (File No. 33-14091) under
the Securities Act of 1933 filed on September 11, 1987 and incorporated
herein by reference.

*** Previously filed with the Securities and Exchange
Commission as Exhibits 4.10, 4.11, 4.12 and 4.13, respectively, to the
Partnership's Form 10-K Report (File No. 0-16976) filed on March 27, 1995
and hereby incorporated herein by reference.

(b) No reports on Form 8-K have been filed by the Partnership during
the period covered by this report.
<PAGE>
SIGNATURES

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

ARVIDA/JMB PARTNERS, L.P.

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

By: GAILEN J. HULL
Gailen J. Hull, Vice President
Date: May 10, 1996

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

GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 10, 1996

March 29, 1996

Arvida/JMB Partners
Arvida/JMB Partners, L.P.
Southeast Florida Holdings, Inc.
Center Office Partners
Center Retail Partners
Center Hotel Limited Partnership
Weston Hills Country Club Limited Partnership
7900 West Glades Road
Suite 200
Boca Raton, FL 33429

Re: Revolving Credit Loans; I/P Loans; Partnership Distributions

Gentlemen:

Reference is made to that certain Second Amended and Restated Revolving
Credit and Security Agreement dated as of November 30, 1994 among ARVIDA/JMB
PARTNERS, L.P., a Delaware limited partnership ("Arvida LP"), ARVIDA/JMB
PARTNERS, a Florida general partnership ("Arvida GP"), SOUTHEAST FLORIDA
HOLDINGS, INC., an Illinois corporation ("Southeast"), CENTER OFFICE PARTNERS,
a Florida general partnership ("Office Partners"), CENTER RETAIL PARTNERS, a
Florida general partnership ("Retail Partners"), CENTER HOTEL LIMITED
PARTNERSHIP, a Delaware limited partnership ("Hotel Partnership") and WESTON
HILLS COUNTRY CLUB LIMITED PARTNERSHIP, a Delaware limited partnership
("Weston Partnership"; Weston Partnership, Arvida LP, Arvida GP, Southeast,
Office Partners, Retail Partners and Hotel Partnership being hereinafter
collectively referred to as the "Borrowers"), CHEMICAL BANK, a New York
banking corporation ("Chemical") and NATIONSBANK OF FLORIDA, N.A., a national
banking association (collectively, "Banks") and CHEMICAL BANK, AS AGENT
("Agent"), as amended by letter agreement dated May 24, 1995, letter agreement
dated December 21, 1995, letter agreement dated January 17, 1996, letter
agreement dated February 14, 1996 and letter agreement dated March 1, 1996
(NationsBank having assigned all right, title and interest thereunder to
Chemical pursuant to a Loan Acquisition Agreement (the "Loan Acquisition
Agreement") dated as of March 29, 1996) (as so amended and assigned, the
"Credit Agreement"). Unless otherwise defined herein, all capitalized terms
shall have the same meaning as in the Credit Agreement.

By various communications, Borrowers have requested that Banks extend
both the Revolving Credit Loan Maturity Date and the I/P Loan Maturity Date,
reduce the L/C Fee, and waive certain provisions of the Credit Agreement in
order to permit the Partnership to make distributions to its partners as
provided below. The pending request is based on Borrowers' representation
that no Event of Default or Default under the Credit Agreement has occurred
and is continuing.

Based on the foregoing, Chemical and Borrowers agree as follows:

1. Borrowers and Chemical hereby acknowledge that Chemical has
acquired the NationsBank Loan Interest (as defined in the Loan Acquisition
Agreement). All references in the Credit Agreement to NationsBank shall,
unless the context otherwise requires, hereafter refer to Chemical as
successor in interest to NationsBank. During such time as Chemical holds all
of the NationsBank Loan Interest, all references in the Credit Agreement to
the Banks shall, unless the context otherwise requires, refer to Chemical.

2. The definition of "Revolving Credit Loan Maturity Date" contained
in Article I of the Credit Agreement is hereby amended to read as follows:

"Revolving Credit Loan Maturity Date" shall mean July 1,
1997.

3. The definition of "I/P Loan Maturity Date" contained in Article I
of the Credit Agreement is hereby amended to read as follows:

"I/P Loan Maturity Date" shall mean July 1, 1997.

4. The first sentence of Section 2.4(d) of the Credit Agreement is
hereby amended to read as follow:

The Borrowers agree to pay to the L/C Bank with respect to each
Letter of Credit issued by it, through the Agent unless otherwise
agreed pursuant to any applicable Letter of Credit Documents, on
the last day of March, June, September and December in each year a
fee (the "L/C Fee") of: (x) 2.50% per annum with respect to
fiscal quarters ending on or before December 31, 1995, and (y)
2.25% per annum with respect to fiscal quarters ending March 31,
1996 and thereafter, on the average daily undrawn portion of the
stated dollar amount of such Letter of Credit during the preceding
fiscal quarter (or shorter period commencing with the date of
issuance of such Letter of Credit and ending with the date of
expiration of such Letter of Credit).

5. Banks hereby consent to the Partnership's making a distribution to
its partners (the "1995 Partnership Distribution") in respect of the
Partnership's fiscal year ended December 31, 1995 ("Fiscal Year 1995") in the
amount of $9,000,000 (the "1995 Distribution Amount"). The pending request is
based on Borrowers' additional representation that all of the conditions for
the making of a distribution pursuant to Section 6.8(a) of the Credit
Agreement have been satisfied (except that the Allowed Distribution Amount
calculated in accordance with Section 6.8(a) of the Credit Agreement would be
zero). The 1995 Partnership Distribution shall be permitted if the following
terms and conditions are timely satisfied:

(a) the 1995 Partnership Distribution is made prior to June 30,
1996;

(b) on the proposed distribution date, no Event of Default or
Default under the Credit Agreement has occurred and is
continuing; and

(c) subject to all of the other conditions and limitations for
borrowings under the Revolving Credit Loans, the proviso at
the end of Section 6.8 of the Credit Agreement shall not
apply to the 1995 Partnership Distribution.

6. No later than the first Business Day following the execution of
this letter agreement, Chemical shall withdraw the Coto Funds ($11,998,750)
plus accrued interest, if any) from the Coto Account and Chemical shall (i)
apply a portion of such funds in the amount of $2,000,000 to the scheduled
payments of principal in respect of Term Loans due under Section 2.6(a) of the
Credit Agreement in the inverse order of maturity and (ii) remit the remainder
of the Coto Funds plus accrued interest, if any (the "Coto Disbursement") to
the Partnership by wire transfer of immediately available funds pursuant to
the wire transfer instructions attached hereto as Exhibit "A".

7. Banks hereby consent to the Partnership's making a distribution to
its partners (the "Initial Coto Distribution") in respect of the Partnership's
fiscal year ending December 31, 1996 ("Fiscal Year 1996") in an amount not
exceeding $2,000,000 which amount represents a portion of the Coto
Disbursement delivered to the Partnership in accordance with paragraph 6
above. The Initial Coto Distribution shall be permitted if the following
terms and conditions are timely satisfied:

(a) the Initial Coto Distribution is made prior to June 30,
1996;

(b) on the proposed distribution date, no Event of Default or
Default under the Credit Agreement has occurred and is
continuing;

(c) on the proposed distribution date, all of the conditions for
the making of a distribution pursuant to Section 6.8(a) of
the Credit Agreement (other than the requirements of Section
6.8(a)(i) thereof) have been satisfied; and

(d) no portion of the Net Cash Proceeds in respect of the Coto
Sale shall be included as part of the Borrowers' "Net Cash
Flow" for Fiscal Year 1996.

8. Banks hereby consent to the Partnership's making an additional
distribution to its partners (the "Additional Coto Distribution") in respect
of Fiscal Year 1996 in an amount not exceeding one-half of the Coto
Disbursement. The Additional Coto Distribution shall be permitted if the
following terms and conditions are timely satisfied:

(a) the Partnership shall provide Chemical with no less than two
(2) Business Days' notice of the proposed date (the
"Additional Coto Distribution Date") and amount (the
"Additional Coto Distribution Amount") of the Additional
Coto Distribution;

(b) no later than 11:00 AM (Eastern Time) on the Additional Coto
Distribution Date, the Partnership shall remit to Chemical
an amount equal to the Additional Coto Distribution Amount
by wire transfer of immediately available funds pursuant to
the wire transfer instructions attached hereto as Exhibit
"B" which amount shall be applied to the scheduled payments
of principal in respect of the Term Loans due under Section
2.6(a) of the Credit Agreement in the inverse order of
maturity and upon the satisfaction thereof, to the scheduled
payments of principal in respect of the I/P Loans under
Section 2.6(b) of the Credit Agreement in the inverse order
of maturity;

(c) if the Additional Coto Distribution Date occurs on or before
July 28, 1996, Borrowers shall have made the scheduled
principal amortization payment in respect of the Term Loans
which is due on July 28, 1996 prior to making the Additional
Coto Distribution (the "$5,000,000 Term Loan Payment");

(d) if the Additional Coto Distribution Date occurs after July
28, 1996, Borrowers shall have made the $5,000,000 Term Loan
Payment on or before July 28, 1996;

(e) the Additional Coto Distribution is made prior to December
31, 1996;

(f) none of the principal payments due to Chemical under this
paragraph 8 shall have been made with the proceeds of any
Revolving Credit Loan;

(g) on the Additional Coto Distribution Date, no Event of
Default or Default under the Credit Agreement has occurred
and is continuing;

(h) on the Additional Coto Distribution Date, all of the
conditions for the making of a distribution pursuant to
Section 6.8(a) of the Credit Agreement (other than the
requirements of Section 6.8(a)(i)) have been satisfied; and

(i) no portion of the Net Cash Proceeds in respect of the Coto
Sale shall be included as part of the Borrowers' "Net Cash
Flow" for Fiscal Year 1996.

9. As a condition to the effectiveness of this letter agreement,
Borrowers shall pay all of the outstanding legal fees and expenses of the
Banks.

10. In order to induce the Banks to enter into this letter agreement,
the Borrowers covenant and agree to deliver the items noted in clauses (a) and
(b) of this paragraph 10 within the specified time periods:

(a) duly executed modifications of the Mortgages to evidence the
matters described herein within 15 days of the date hereof;

(b) evidence of Borrowers' existence and authority and
appropriate opinions of counsel within 30 days of the date
hereof; and

If the Borrowers shall fail to timely deliver any of the foregoing items and
any such failure shall continue unremedied for a period of fifteen (15) days
after notice thereof from Chemical, then such failure shall constitute an
Event of Default under the Credit Agreement.

11. The Borrowers hereby irrevocably release the Banks, the Agent and
their respective officers, directors, present and former employees and agents
from any and all claims or liabilities of any kind and nature whatsoever
relating to (i) the Credit Agreement, (ii) any prior restructurings or
attempted restructurings of the Borrowers' debt or (iii) the transactions
contemplated by this letter agreement and arising prior to the date of this
letter agreement.

12. The Borrowers acknowledge and understand that this letter
agreement relates only to the specific amendments, waivers, releases and
consents described herein and not to any other requests for waiver of, consent
to deviation from, or extension of, the terms of the Credit Agreement. Except
as expressly modified and amended herein, all of the terms, covenants,
promises, warranties, representations and conditions of the Credit Agreement
and the other loan documents shall remain in full force and effect. Borrowers
acknowledge that the provisions of Section 9.5 of the Credit Agreement apply
to any out-of-pocket expenses, legal fees and other expenses incurred by Banks
in connection with this letter agreement, including without limitation, any
litigation in connection therewith. The Banks reserve all rights and remedies
available to them for the full protection and enforcement of their rights
under the Credit Agreement and the other loan documents and under applicable
law. Furthermore, nothing contained herein or therein shall constitute an
agreement by the Banks to continue discussion with Borrowers under any
circumstances, to extend any Loan or Loan Commitment made under the terms of
the Credit Agreement, or to forbear from exercising any of their rights or
remedies under the Credit Agreement, any other loan document or under
applicable law. This letter agreement is entered into by the parties hereto
solely for the purpose of extending and modifying the Credit Agreement and
certain of the other Loan Documents, and is not intended by the parties, nor
shall it be construed, as a novation or cancellation of the existing
obligations of the Borrowers. The terms and provisions of Section 9.10 of the
Credit Agreement are hereby confirmed and incorporated herein by this
reference.

Please countersign below to indicate your agreement with the foregoing.

Sincerely,

CHEMICAL BANK

By:
Name:
Title:

Accepted and Agreed this ___ day of
March, 1996.

ARVIDA/JMB PARTNERS, L.P.

By: ARVIDA/JMB MANAGERS,
INC., as General Partner

By:
Title:

ARVIDA/JMB PARTNERS

By: ARVIDA/JMB MANAGERS,
INC., as General Partner

By:
Title:

SOUTHEAST FLORIDA HOLDINGS,
INC.

By:
Title:

CENTER OFFICE PARTNERS

By: ARVIDA/JMB PARTNERS, L.P.,
as General Partner

By: ARVIDA/JMB MANAGERS, INC., as
General Partner

By:
Title:

CENTER RETAIL PARTNERS

By: ARVIDA/JMB PARTNERS, L.P.,
as General Partner

By: ARVIDA/JMB MANAGERS,
INC., as General Partner

By:
Title:

CENTER HOTEL LIMITED
PARTNERSHIP

By: JMB/PC CORPORATION,
as General Partner

By:
Title:

WESTON HILLS COUNTRY CLUB
LIMITED PARTNERSHIP

By: WHCC, INC., as General
Partner

By:
Title:

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<CIK> 0000814046
<NAME> ARVIDA/JMB PARTNERS, L.P.

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996

<CASH> 19,373,716
<SECURITIES> 0
<RECEIVABLES> 37,828,599
<ALLOWANCES> 234,574
<INVENTORY> 198,355,510
<CURRENT-ASSETS> 0
<PP&E> 75,639,290
<DEPRECIATION> 0
<TOTAL-ASSETS> 353,476,688
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 227,702,658
<TOTAL-LIABILITY-AND-EQUITY> 353,476,688
<SALES> 80,602,472
<TOTAL-REVENUES> 80,602,472
<CGS> 68,744,754
<TOTAL-COSTS> 68,744,754
<OTHER-EXPENSES> 5,796,692
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,061,026
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,061,026
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,061,026
<EPS-PRIMARY> 13.68
<EPS-DILUTED> 13.68

</TABLE>