UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1998

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

FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

COMMISSION FILE NUMBER 0-22411
---------------------

SUMMIT PROPERTIES PARTNERSHIP, L.P.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 56-1857809
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

212 S. TRYON STREET, SUITE 500, CHARLOTTE, NORTH CAROLINA 28281
(Address of principal executive offices - zip code)

(704) 334-9905
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check 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 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
--- ---
2

SUMMIT PROPERTIES PARTNERSHIP, L.P.

INDEX

PAGE
----

PART I FINANCIAL INFORMATION
Item
1.....
Financial Statements
Consolidated Balance Sheets as of March 31, 1998 and
December 31, 1997 (Unaudited)............................... 3
Consolidated Statements of Earnings for the three months
ended March 31, 1998 and 1997 (Unaudited)................... 4
Consolidated Statement of Partners' Equity for the three
months ended March 31, 1998 (Unaudited)..................... 5
Consolidated Statements of Cash Flows for the three months
ended March 31, 1998 and 1997 (Unaudited)................... 6
Notes to Financial Statements............................... 7
Item
2.....
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 11
PART II OTHER INFORMATION
Item 2
Changes in Securities....................................... 21
Item 6
Exhibits Index and Reports on Form 8-K...................... 21
SIGNATURES.......................................................... 23

2
3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUMMIT PROPERTIES PARTNERSHIP, L.P.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

MARCH 31, DECEMBER 31,
1998 1997
--------- ------------

ASSETS
Real estate assets:
Land and land improvements................................ $139,889 $133,316
Buildings and improvements................................ 682,174 643,812
Furniture, fixtures and equipment......................... 56,564 53,573
-------- --------
878,627 830,701
Less: accumulated depreciation............................ (112,519) (105,979)
-------- --------
Operating real estate assets...................... 766,108 724,722
Construction in progress.................................. 90,279 82,332
-------- --------
Net real estate assets............................ 856,387 807,054
Cash and cash equivalents................................... 4,333 3,563
Restricted cash............................................. 3,307 3,180
Deferred financing costs, net............................... 7,481 7,378
Other assets................................................ 4,396 4,520
-------- --------
Total assets................................................ $875,904 $825,695
======== ========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Notes payable............................................. $513,344 $474,673
Accrued interest payable.................................. 3,004 4,916
Accounts payable and accrued expenses..................... 19,306 19,945
Distributions payable..................................... 11,675 11,030
Security deposits and prepaid rents....................... 4,091 3,561
-------- --------
Total liabilities................................. 551,420 514,125
-------- --------

Commitments

Partners' equity:
Partnership units issued and outstanding 28,380,120 and
27,438,400
General partner -- outstanding 283,801 and 274,384..... 3,948 3,847
Limited partners -- outstanding 28,096,319 and
27,164,016............................................ 320,536 307,723
-------- --------
Total partners' equity............................ 324,484 311,570
-------- --------
Total liabilities and partners' equity...................... $875,904 $825,695
======== ========

See notes to consolidated financial statements.

3
4

SUMMIT PROPERTIES PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-----------------------
1998 1997
---------- ----------

Revenues:
Rental.................................................... $ 31,373 $ 25,780
Other property income..................................... 1,695 1,321
Interest.................................................. 98 76
Other income.............................................. 73 72
---------- ----------
Total revenues......................................... 33,239 27,249
---------- ----------
Expenses:
Property operating and maintenance:
Personnel.............................................. 2,429 2,166
Advertising and promotion.............................. 511 380
Utilities.............................................. 1,433 1,167
Building repairs and maintenance....................... 2,070 1,943
Real estate taxes and insurance........................ 3,469 2,695
Depreciation........................................... 6,540 5,181
Property supervision................................... 799 662
Other operating expenses............................... 925 801
---------- ----------
18,176 14,995
Interest.................................................. 7,298 4,550
General and administrative................................ 801 646
Loss in equity investments................................ 72 130
---------- ----------
Total expenses.................................... 26,347 20,321
---------- ----------
Income before extraordinary items........................... 6,892 6,928
Extraordinary items......................................... (185) --
---------- ----------
Net income.................................................. 6,707 6,928
Net income allocated to general partner..................... (67) (69)
========== ==========
Net income allocated to limited partners.................... $ 6,640 $ 6,859
========== ==========
Per unit data:
Income before extraordinary items -- basic................ $ 0.25 $ 0.26
========== ==========
Income before extraordinary items -- diluted.............. $ 0.24 $ 0.26
========== ==========
Net income -- basic and diluted........................... $ 0.24 $ 0.26
========== ==========
Distributions declared.................................... $ 0.41 $ 0.40
========== ==========
Weighted average units -- basic........................... 28,118,113 27,019,341
========== ==========
Weighted average units -- diluted......................... 28,147,380 27,057,351
========== ==========

See notes to consolidated financial statements.

4
5

SUMMIT PROPERTIES PARTNERSHIP, L.P.

CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(DOLLARS IN THOUSANDS)
(UNAUDITED)

GENERAL LIMITED
PARTNER PARTNER TOTAL
------- -------- --------

Balance, December 31, 1997.................................. $3,847 $307,723 $311,570
Distributions............................................. (117) (11,585) (11,702)
Contributions from Summit Properties related to:
Proceeds from dividend and stock purchase plans........ 158 15,650 15,808
Excercise of stock options............................. 50 449 499
Amortization of restricted stock grants................ 9 81 90
Issuance of units related to property acquisition......... 24 2,390 2,414
Issuance of employee notes................................ (90) (812) (902)
Net income................................................ 67 6,640 6,707
------ -------- --------
Balance, March 31, 1998..................................... $3,948 $320,536 $324,484
====== ======== ========

See notes to consolidated financial statements.

5
6

SUMMIT PROPERTIES PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
--------------------
1998 1997
---- ----

Cash flows from operating activities:
Net income................................................ $ 6,707 $ 6,928
Adjustments to reconcile net income to net cash provided
by operating activities:
Extraordinary items.................................... 185 --
Loss on equity method investments...................... 72 130
Depreciation and amortization.......................... 6,930 5,437
Increase in restricted cash............................ (127) (688)
Decrease in other assets............................... 137 324
Increase (decrease) in accrued interest payable........ (1,912) 365
Increase in accounts payable and accrued expenses...... 1,732 1,528
Increase in security deposits and prepaid rents........ 436 44
-------- --------
Net cash provided by operating activities......... 14,160 14,068
-------- --------
Cash flows from investing activities:
Construction of real estate assets, net of payables....... (26,595) (12,768)
Purchase of Communities................................... (24,494) (40,408)
Capitalized interest...................................... (1,134) (1,340)
Recurring capital expenditures............................ (843) (455)
Non-recurring capital expenditures, net of payables....... (1,245) (922)
-------- --------
Net cash used in investing activities............. (54,311) (55,893)
-------- --------
Cash flows from financing activities:
Debt proceeds............................................. 115,833 44,648
Debt repayments........................................... (77,162) (1,245)
Distributions to unitholders.............................. (11,097) (10,447)
Payments of financing costs............................... (558) (5)
Increase in employee notes................................ (902) --
Contributions from Summit Properties related to:
Proceeds from public offerings......................... -- 6,812
Proceeds from dividend and stock purchase plans........ 15,808 1,057
Decrease in advance proceeds from direct stock purchase
plan.................................................. (2,500) --
Excercise of stock options............................. 499 718
-------- --------
Net cash provided by financing activities......... 40,921 41,538
-------- --------
Net increase (decrease) in cash and cash equivalents........ 770 (287)
Cash and cash equivalents, beginning of period.............. 3,563 3,665
-------- --------
Cash and cash equivalents, end of period.................... $ 4,333 $ 3,378
======== ========
Supplemental disclosure of cash flow information -- Cash
paid for interest, net of capitalized interest............ $ 8,900 $ 3,939
======== ========

See notes to consolidated financial statements.

6
7

SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared by the
management of Summit Properties Partnership, L.P. (the "Operating Partnership")
in accordance with generally accepted accounting principles for interim
financial information and in conformity with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the three
months ended March 31, 1998 are not necessarily indicative of the results that
may be expected for the full year. These financial statements should be read in
conjunction with the Operating Partnership's December 31, 1997 audited financial
statements and notes thereto included in the Operating Partnership's Annual
Report on Form 10-K.

The Operating Partnership conducts the business of developing, acquiring and
managing multi-family apartment communities for Summit Properties Inc. ("Summit
Properties"). Summit Properties is the sole general partner and majority owner
of the Operating Partnership. Summit Properties is a self-administered and
self-managed equity real estate investment trust ("REIT").

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128 "Earnings Per Share." This pronouncement
specifies the computation, presentation and disclosure requirements for earnings
per unit. The new standard had no impact on the Operating Partnership's
financial statements as the "basic" and "diluted" earnings per unit disclosure
required by the pronouncement were the same as "primary" earnings per unit
previously reported. The only difference in "basic" and "diluted" weighted
average units is the dilutive effect of the Summit Properties stock options
outstanding (29,267 and 38,010 units reserved for issuance to Summit Properties
upon exercise of stock options added to weighted units outstanding for the three
months ended March 31, 1998 and 1997, respectively).

2. ACQUISITIONS, DISPOSITIONS AND COMMITMENTS

Effective March 1, 1998, the Operating Partnership purchased Summit St. Clair
(formerly St. Clair Apartments), a 336 apartment community located in Atlanta,
Georgia. Summit St. Clair, built in 1997, was purchased for $27.0 million. The
Operating Partnership issued to the seller 119,000 units of limited partnership
interest ("Units") and paid the remaining $24.5 million in cash.

The following summary of selected unaudited pro forma results of operations
presents information as if the purchase of Summit St. Clair had occurred at the
beginning of the three months ended March 31, 1998. Summit St. Clair was in
construction during the first quarter of 1997 and did not have any operations.
Accordingly, no pro forma information is presented for the three months ended
March 31, 1997. The pro forma information for the three months ended March 31,
1998 is provided for informational purposes only and is not indicative of
results that would have occurred or which may occur in the future (dollars in
thousands, except per share amounts):

Net revenues............................................................................................ $ 33,794
=========
Income before extraordinary items....................................................................... $ 6,822
=========
Net income.............................................................................................. $ 6,637
=========
Earnings per unit -- basic and diluted:
Income before extraordinary items..................................................................... $ 0.24
=========
Net income.................................................................................... $ 0.24
=========

7
8
SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Operating Partnership has a commitment to purchase a community to be known
as Summit Peachford (currently Legacy Square), a 326 apartment community located
in Atlanta, Georgia. The purchase is expected to be completed in May 1998 at a
purchase price of approximately $27.2 million.

The Operating Partnership has a commitment to sell Summit Providence in May 1998
for approximately $24.8 million. The proceeds of the sale will be used to
partially fund the purchase of Summit Peachford. The Operating Partnership
expects to recognize a gain on the sale.

The Operating Partnership has six development projects currently under
construction with a total estimated cost of $149.3 million. The estimated cost
to complete the projects is $81.0 million.

3. NOTES PAYABLE

Line of Credit

The Operating Partnership obtained a new syndicated unsecured line of credit
(the "Unsecured Credit Facility") in the amount of $175 million in March 1998
which replaced the existing $150 million credit facility. The Unsecured Credit
Facility provides funds for new development, acquisitions and general working
capital purposes. The Unsecured Credit Facility has a three year term with two
one-year extension options and will initially bear interest at LIBOR + 90 basis
points based upon the Operating Partnership's current credit rating of BBB- by
Standard & Poor's Rating Services and Baa3 by Moody's Investors Service. The
interest rate will be reduced in the event an upgrade of the Operating
Partnership's unsecured credit rating is obtained. The Unsecured Credit Facility
also provides a bid option sub-facility equal to a maximum of fifty percent of
the total facility ($87.5 million). This sub-facility provides the Operating
Partnership with the option to place borrowings in a fixed LIBOR contract up to
180 days.

Mortgage Notes

The Operating Partnership has received a commitment to refinance two mortgage
loans which had a $148.8 million balance at March 31, 1998. The original loans
mature in February 2001 ($119.7 million at 5.88%) and December 2005 ($29.1
million at 7.71%). The refinancing combines the two mortgage loans into one loan
at an interest rate equal to the weighted average interest rate of the two
previous mortgage loans (6.24%) and with a February 2001 maturity. At the 2001
maturity, the lender and the Operating Partnership have committed to a new loan
that will mature in the second quarter of 2008 and has an interest rate of
6.76%.

4. RESTRICTED STOCK

In the three months ended March 31, 1998 and 1997, Summit Properties granted
4,842 and 20,858 shares, respectively, of restricted stock to employees of the
Operating Partnership and subsidiaries under Summit Properties' 1994 Stock
Option and Incentive Plan. The market value of the restricted stock grants in
1998 and 1997 totaled $101,000 and $456,000, respectively. Unearned compensation
is being amortized to expense over the vesting period which ranges from three to
five years.

8
9
SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing activities for the three months ended March 31,
1998 and 1997 are as follows:

A. The Operating Partnership purchased Summit St. Clair on March 6, 1998 by
issuing 119,000 Units, assuming certain liabilities and the payment of cash.
The recording of the purchase is summarized as follows (in thousands):

Fixed assets................................................ $27,002
Current liabilities assumed................................. (94)
Value of Units issued....................................... (2,414)
-------
Cash invested..................................... $24,494
=======

B. In the three months ended March 31, 1997, the Operating Partnership purchased
three communities (Summit Mayfaire, Summit Portofino and Summit Sand Lake).
The Operating Partnership completed the purchase of the three Communities by
assuming debt, issuing 194,495 Units, issuing 243,608 Units to Summit
Properties in exchange for Summit Properties issuing 243,608 shares of Common
Stock, assuming certain liabilities and current assets, and the payment of
cash. The recording of the purchase is summarized as follows (in thousands):

Fixed assets................................................ $ 65,170
Other assets................................................ 30
Debt assumed................................................ (15,226)
Current liabilities assumed................................. (694)
Value of Units issued....................................... (3,939)
Value of Common Stock issued................................ (4,933)
--------
Cash invested..................................... $ 40,408
========

C. The Operating Partnership accrued a distribution payable in the amount of
$11.7 million and $10.8 million at March 31, 1998 and 1997, respectively.

D. Summit Properties issued 4,842 and 20,858 shares of restricted stock valued
at $101,000 and $456,000 during the three months ended March 31, 1998 and
1997, respectively, to employees of the Operating Partnership and
subsidiaries.

6. NOTES RECEIVABLE FROM EMPLOYEES

On September 8, 1997, the Board of Directors of Summit Properties approved a
Statement of Company Policy, which has subsequently been amended and restated by
the Board, on loans to executive officers and certain key employees relating to
purchases of Summit Properties' Common Stock (the "Loan Program"). Pursuant to
the Loan Program, Summit Properties may lend amounts to the executive officers
of Summit Properties and certain key employees of the Operating Partnership and
its subsidiaries for one or more of the following purposes: (i) to finance the
purchase of Common Stock (a) by executive officers on the open market at the
then-current market prices and (b) by other eligible employees through Summit
Properties' 1996 Non-Qualified Employee Stock Purchase Plan; (ii) to finance an
executive officer's or key employee's payment of the exercise price of one or
more stock options to purchase shares of Common Stock granted to such employees
under the Summit Properties 1994 Stock Option Plan; or (iii) to finance the
annual tax liability of certain executive officers related to the vesting of
shares of Common Stock which constitute a portion of a restricted stock award
granted to such employees under the 1994 Stock Option Plan. The maximum
aggregate amount Summit Properties may loan to an executive officer is $500,000,
and the maximum aggregate amount Summit Properties may loan to a qualified
employee is $100,000. As of

9
10
SUMMIT PROPERTIES PARTNERSHIP, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

March 31, 1998, Summit Properties had issued loans to two executive officers in
the aggregate amount of $902,000.

7. EXTRAORDINARY ITEMS

The extraordinary items in the three months ended March 31, 1998 resulted from
the write-off of deferred financing cost in conjunction with the replacement by
the Operating Partnership of its prior credit facility with the Unsecured Credit
Facility and prepayment penalties on four mortgage notes which were repaid
during the period.

10
11

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

This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including without limitation statements relating to the
operating performance of stabilized communities and to development activities of
the Operating Partnership. The Operating Partnership intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of complying with these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Operating Partnership are generally identifiable by use of the words "believe,"
"expect," "intend," "anticipate," "estimate," "project" or similar expressions.
The Operating Partnership's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Although the Operating
Partnership believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, the Operating Partnership's
actual results and performance of stabilized and development Communities could
differ materially from those set forth in the forward-looking statements.
Factors which could have a material adverse effect on the operations and future
prospects of the Operating Partnership include, but are not limited to, changes
in: economic conditions generally and the real estate market specifically,
legislative/regulatory changes (including changes to laws governing the taxation
of real estate investment trusts ("REITs")), availability of capital, interest
rates, construction delays due to unavailability of materials, weather
conditions or other delays, competition, supply and demand for apartment
communities in the Operating Partnership's current and proposed market areas,
general accounting principles, policies and guidelines applicable to REITs, and
those factors discussed in the last paragraph under the heading "Operating
Performance of the Operating Partnership's Fully Stabilized Communities" and in
the section entitled "Development Activity--Certain Factors Affecting the
Performance of Development Communities" on pages 13 and 18, respectively, of
this Form 10-Q. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements.

The following discussion should be read in conjunction with the Consolidated
Financial Statements of Summit Properties Partnership, L.P. and the Notes
thereto appearing elsewhere herein.

HISTORICAL RESULTS OF OPERATIONS

The Operating Partnership's net income is generated primarily from operations of
its apartment communities (the "Communities"). The changes in operating results
from period to period reflect changes in existing Community performance and
increases in the number of apartment homes due to development and acquisition of
new Communities. Where appropriate, comparisons are made on a "fully stabilized
Communities," "acquisition Communities," "stabilized development Communities"
and "Communities in lease-up" basis in order to adjust for changes in the number
of apartment homes. A Community is deemed to be "stabilized" when it has
attained a physical occupancy level of at least 93%. A Community is deemed
"fully stabilized" when stabilized for the two prior years as of the beginning
of the current year. A Community is deemed to be a "stabilized development" when
stabilized as of the beginning of the current year but not the entire two prior
years.

Results of Operations for the Three Months Ended March 31, 1998 and 1997

For the three months ended March 31, 1998, income before extraordinary items
decreased $36,000 to approximately $6.89 million from the three months ended
March 31, 1997.

11
12

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S PORTFOLIO OF COMMUNITIES

The operating performance of the Communities for the three months ended March
31, 1998 and 1997 is summarized below (dollars in thousands):

THREE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997 % CHANGE
------- ------- --------

Property revenues:
Fully stabilized communities.............................. $21,652 $21,388 1.2%
Acquisition communities................................... 3,449 1,361 153.4%
Stabilized development communities........................ 5,422 3,996 35.7%
Communities in lease-up................................... 2,545 -- 100.0%
Community sold............................................ 0 356 -100.0%
------- -------
Total property revenues................................... 33,068 27,101 22.0%
------- -------
Property operating and maintenance expense(1):
Fully stabilized communities.............................. 7,927 7,975 -0.6%
Acquisition communities................................... 1,105 434 154.6%
Stabilized development communities........................ 1,751 1,269 38.0%
Communities in lease-up................................... 853 -- 100.0%
Community sold............................................ -- 136 100.0%
------- -------
Total property operating and maintenance expense.......... 11,636 9,814 18.6%
------- -------
Property operating income................................. $21,432 $17,287 24.0%
======= =======
Apartment homes, end of period............................ 15,316 13,336 14.8%
======= =======

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

(1) Before real estate depreciation expense.

A summary of the Operating Partnership's apartment homes for the three months
ended March 31, 1998 and 1997 is as follows:

1998 1997
------ ------

Apartment homes at January 1................................ 14,980 12,454
Acquisitions................................................ 336 882
------ ------
Apartment homes at March 31................................. 15,316 13,336
====== ======

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13

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S FULLY STABILIZED
COMMUNITIES

The operating performance of the 46 Communities stabilized since January 1, 1996
in each of the three months ended March 31, 1998 and 1997, respectively, are
summarized below (dollars in thousands except average monthly rental revenue):

THREE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997 % CHANGE
------- ------- --------

Property revenues:
Rental.................................................... $20,589 $20,428 0.8%
Other..................................................... 1,063 960 10.7%
------- -------
Total property revenues..................................... 21,652 21,388 1.2%
------- -------
Property operating and maintenance expense(1):
Personnel................................................. 1,670 1,782 -6.3%
Advertising and promotion................................. 289 246 17.5%
Utilities................................................. 979 953 2.7%
Building repairs and maintenance.......................... 1,603 1,686 -4.9%
Real estate taxes and insurance........................... 2,194 2,132 2.9%
Property supervision...................................... 537 535 0.4%
Other operating expense................................... 655 641 2.2%
------- -------
Total property operating and maintenance expense............ 7,927 7,975 -0.6%
------- -------
Property operating income................................... $13,725 $13,413 2.3%
======= =======
Average physical occupancy(2)............................... 92.5% 93.2% -0.7%
======= =======
Average monthly rental revenue(3)........................... $ 741 $ 721 2.8%
======= =======
Number of apartment homes................................... 10,278 10,278
======= =======

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

(1) Before real estate depreciation expense.
(2) Average physical occupancy is defined as the number of apartment homes
occupied divided by the total number of apartment homes contained in the
Communities, expressed as a percentage. Average physical occupancy has been
calculated using the average of the midweek occupancy that existed during
each week of the period.
(3) Represents the average monthly net rental revenue per occupied apartment
home.

The slight increase in rental revenue from fully stabilized Communities was
primarily the result of increases in average rental rates offset by a small
decline in average physical occupancy. Property operating and maintenance
expenses were stable with increases in advertising and promotion and real estate
taxes, offset by a decrease in personnel expense and building repair and
maintenance expense. The decrease in personnel expense and building repair and
maintenance was due to the Operating Partnership's ongoing efforts to control
expenses. As a percentage of total property revenue, property operating and
maintenance expenses decreased for the three months ended March 31, 1997 and
1998 from 37.3% to 36.6%, respectively.

The 1.2% rate of growth in property revenues was lower than the 2.6% rate of
growth in property revenues achieved from the first quarter of 1996 compared to
first quarter 1997. The growth rate was lower primarily as a result of a new
supply of competing multi-family communities and the increase in home
affordability in some of the markets in which the Operating Partnership
operates. This lower growth rate was especially noticeable in the Sarasota,
Florida and Charlotte, North Carolina markets. The Operating Partnership expects
property growth rates for the remainder of 1998 to be similar to the first three
months of 1998 as the supply of new multi-family communities continues to
increase, balanced by the continued strength of the local economies in which the
Operating Partnership operates. The Operating Partnership believes its
expectations with respect to property revenue growth are based on reasonable
assumptions as to future economic conditions and the quantity of competitive
multi-family communities in the markets in which the Operating Partnership

13
14

does business. However, there can be no assurance that actual results will not
differ from these assumptions, which could result in lower property revenue.

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S ACQUISITION COMMUNITIES

Acquisition communities consist of Summit Fair Oaks, Summit Portofino, Summit
Sand Lake and Summit Windsor II acquired in 1997 (1,290 apartment homes) and
Summit St. Clair (336 apartment homes) acquired on March 6, 1998. Summit
Portofino and Summit Sand Lake were acquired in the first quarter of 1997 and
Summit Windsor II and Summit Fair Oaks were acquired in the third and fourth
quarters of 1997, respectively. Summit Mayfaire was purchased effective January
1, 1997 and therefore is included in stabilized Communities. The operations of
these Communities for the three months ended March 31, 1998 and 1997 are
summarized as follows (dollars in thousands except average monthly rental
revenue):

THREE MONTHS ENDED
MARCH 31,
------------------
1998 1997
------- -------

Property revenues:
Rental revenues........................................... $3,283 $1,283
Other property revenue.................................... 166 78
------ ------
Total property revenues..................................... 3,449 1,361
------ ------
Property operating and maintenance expense(1)............... 1,105 434
------ ------
Property operating income................................... $2,344 $ 927
====== ======
Average physical occupancy(2)............................... 93.6% 94.9%
====== ======
Average monthly rental revenue(3)........................... $ 857 $ 858
====== ======
Number of apartment homes................................... 1,626 738
====== ======

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

The unleveraged yield on investment, defined as property operating income for
the three months ended March 31, 1998 on an annualized basis over total
acquisition cost, was 9.15%.

14
15

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S STABILIZED DEVELOPMENT
COMMUNITIES

The Operating Partnership had seven development communities (Summit Aventura,
Summit Hill II, Summit Green, Summit River Crossing, Summit Fairways, Summit on
the River and Summit Russett) which were stabilized during the entire three
months ended March 31, 1998 but were stabilized subsequent to January 1, 1996.
The operating performance of these seven Communities for the three months ended
March 31, 1998 and 1997 is summarized below (dollars in thousands except average
monthly rental revenue):

THREE MONTHS ENDED
MARCH 31,
------------------
1998 1997
------- -------

Property revenues:
Rental revenues........................................... $5,094 $3,779
Other property revenue.................................... 328 217
------ ------
Total property revenues..................................... 5,422 3,996
------ ------
Property operating and maintenance expense(1)............... 1,751 1,269
------ ------
Property operating income................................... $3,671 $2,727
====== ======
Average physical occupancy(2)............................... 92.4% 70.3%
====== ======
Average monthly rental revenue(3)........................... $ 886 $ 862
====== ======
Number of apartment homes................................... 2,106 2,106
====== ======

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

The unleveraged yield on investment, defined as property operating income for
the three months ended March 31, 1998 on an annualized basis over total
development cost, was 10.10%.

OPERATING PERFORMANCE OF THE OPERATING PARTNERSHIP'S COMMUNITIES IN LEASE-UP

The Operating Partnership had six Communities in lease-up during the three
months ended March 31, 1998. A Community in lease-up is defined as one which has
commenced rental operations but has not reached stabilization. A summary of the
six Communities in lease-up as of March 31, 1998 is as follows (dollars in
thousands):

%
TOTAL ACTUAL/ HOMES LEASED
NUMBER OF ACTUAL/ ANTICIPATED ACTUAL/ COMPLETED Q1 1998 AS OF
APARTMENT ESTIMATED CONSTRUCTION ANTICIPATED AT MARCH 31, AVERAGE MARCH 31,
COMMUNITY HOMES COST COMPLETION STABILIZATION 1998 OCCUPANCY 1998
- --------- --------- --------- ------------ ------------- ------------ --------- ---------

Summit Stonefield.............. 216 $19,660 Q1 1998 Q1 1998 216 92.21% 100.00%
Summit Ballantyne I............ 246 16,330 Q4 1997 Q2 1998 246 73.76% 90.65%
Summit Sedgebrook I............ 248 16,320 Q4 1997 Q2 1998 248 64.15% 78.23%
Summit Plantation II........... 240 21,270 Q4 1997 Q2 1998 240 78.59% 85.42%
Summit Norcroft II............. 54 3,500 Q4 1997 Q1 1998 54 88.28% 93.52%
Summit Lake I.................. 302 20,100 Q2 1998 Q3 1998 242 40.82% 60.93%
===== =======
1,306 $97,180
===== =======

Property operating income after interest expense for the three months ended
March 31, 1998 was $194,000 for the six Communities in lease-up.

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OPERATING PERFORMANCE OF SUMMIT MANAGEMENT COMPANY

The operating performance of Summit Management Operating Partnership (the
"Management Company") and its wholly-owned subsidiary, Summit Apartment Builders
Inc. (the "Construction Company"), for the three months ended March 31, 1998 and
1997 is summarized below (dollars in thousands):

THREE MONTHS ENDED
MARCH 31,
------------------
1998 1997
------- -------

Revenue..................................................... $1,458 $1,398
Expenses
Operating................................................. 1,324 1,333
Depreciation.............................................. 59 48
Amortization.............................................. 72 72
Interest.................................................. 75 75
------ ------
Total expenses............................................ 1,530 1,528
------ ------
Net loss of Summit Management Company....................... $ (72) $ (130)
====== ======

The change in revenue was a result of higher revenues from managing the
Operating Partnership's Communities and higher revenues from construction
activity, offset by lower revenues for managing third party communities.

Total average third party apartment homes under management were 3,894 and 5,787
at March 31, 1998 and 1997, respectively. The decrease was primarily due to
termination of two Management Company's contracts to manage six apartment
communities. The contracts were terminated as a result of a change in ownership
of the apartment communities. Property management fees include $300,000 and
$474,000 of fees from third parties for the three months ended March 31, 1998
and 1997, respectively. Property management fees from third parties as a
percentage of total property management revenues were 26.2% and 40.1% for the
three months ended March 31, 1998 and 1997, respectively. The Operating
Partnership expects third party management revenue as a percentage of total
property management revenues to continue to decline as revenues from the
Operating Partnership's Communities continue to increase.

Construction Company revenues increased in 1998 compared to 1997 as a result of
the Operating Partnership's decision to expand its in-house construction
operations in the state of Florida to cover the entire geographic area in which
the Operating Partnership operates. All of the Construction Company's income is
from contracts with the Operating Partnership.

OTHER INCOME AND EXPENSES

Interest expense, including amortization of deferred financing costs, increased
by $2.7 million. This increase was primarily the result of an increase in the
Operating Partnership's average indebtedness outstanding which increased by
$138.5 million and by the Operating Partnership's effective interest cost
increasing from 6.49% in 1997 to 6.68% in 1998.

Depreciation expense increased $1.4 million or 26.2% for the three months ended
March 31, 1998, primarily due to depreciation on recently acquired or developed
Communities.

General and administrative expenses increased $155,000 or 24.0% for the three
months ended March 31, 1998, primarily due to expenses related to the Operating
Partnership's overall growth. As a percentage of revenues, general and
administrative expenses were 2.4% for both the three months ended March 31, 1998
and 1997.

EXTRAORDINARY ITEMS

The extraordinary items in the three months ended March 31, 1998 resulted from
the write-off of deferred financing cost in conjunction with the replacement by
the Operating Partnership of its prior credit facility with the Unsecured Credit
Facility (as hereafter defined) and prepayment penalties on four mortgage notes
which were repaid during the period.

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17

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Operating Partnership's net cash provided by operating activities increased
from $14.1 million for the three months ended March 31, 1997 to $14.2 million
for the same period in 1998 primarily due to a $4.1 million increase in property
income and a decrease in restricted cash offset by a $5.0 million increase in
interest paid. The increase in interest paid was primarily due to a $2.7 million
increase in interest expense and the payment of the first semi-annual payment on
the $125 million unsecured notes issued in August 1997.

Net cash used in investing activities decreased from $55.9 million for the three
months ended March 31, 1997 to $54.3 million for the same period in 1998 due to
a decrease in the number of acquisition Communities, partially offset by an
increase in the development of Communities and higher capital expenditures on
existing properties.

Net cash provided by financing activities decreased from $41.5 million for the
three months ended March 31, 1997 to $40.9 million for the same period in 1998,
primarily due to a net decrease in borrowings, the issuance of notes receivable
from employees and the payment of higher distributions to unitholders, offset by
an increase in Summit Properties equity proceeds contributed to the Operating
Partnership from Summit Properties' dividend reinvestment and stock purchase
plans.

The ratio of earnings to fixed charges was $1.68 for the three months ended
March 31, 1998 compared to $1.94 for the three months ended March 31, 1997. The
decrease is primarily due to increased interest expense as discussed in
"Historical Results of Operations -- Other Income and Expenses" above.

The Operating Partnership's outstanding indebtedness at March 31, 1998 totaled
$513.3 million. This amount includes approximately $191.9 million in fixed rate
conventional mortgages, $52.5 million of variable rate tax-exempt bonds, $186.0
million of unsecured notes, $9.2 million of tax-exempt fixed rate loans, and
$73.7 million under the Unsecured Credit Facility (as hereinafter defined).

The Operating Partnership repaid four mortgage notes with a balance of $11.9
million during the three months ended March 31, 1998. The mortgage notes had an
8% interest rate and were repaid from the borrowings under the Operating
Partnership's credit facility.

The Operating Partnership expects to meet its short-term liquidity requirements
(i.e., liquidity requirements arising within 12 months) including capital
expenditures relating to maintaining its existing properties (recurring capital
expenditures), generally through its working capital, net cash provided by
operating activities and borrowings under its line of credit. The Operating
Partnership considers its cash provided by operating activities to be adequate
to meet operating requirements and to satisfy Summit Properties applicable REIT
dividend payment requirements. The Operating Partnership expects to meet its
long-term liquidity requirements (i.e., liquidity requirements arising after 12
months), such as scheduled mortgage debt maturities, property acquisitions,
financing of construction and development activities and other non-recurring
capital improvements through the issuance of unsecured notes and equity
securities of Summit Properties, from undistributed FFO, from proceeds received
from the disposition of certain properties, and in connection with the
acquisition of land or improved property, through the issuance of Units.

Line of Credit

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18

the total facility ($87.5 million). This sub-facility provides the Operating
Partnership with the option to place borrowings in a fixed LIBOR contract up to
180 days.

Mortgage Notes

The Operating Partnership has received a commitment to refinance two mortgage
loans which had a $148.8 million balance at March 31, 1998. The original loans
mature in February 2001 ($119.7 million at 5.88%) and December 2005 ($29.1
million at 7.71%). The refinancing combines the two mortgage loans into one loan
at an interest rate equal to the weighted average interest rate of the two
previous mortgage loans (6.24%) and with a February 2001 maturity. At the 2001
maturity, the lender has committed to a new loan that will mature in the second
quarter of 2008 and has an interest rate of 6.76%.

ACQUISITIONS AND DISPOSITION

Effective March 1, 1998, the Operating Partnership purchased Summit St. Clair
(formerly St. Clair Apartments), a 336 apartment community located in Atlanta,
Georgia. Summit St. Clair, built in 1997, was purchased for $27.0 million. The
Operating Partnership issued 119,000 Units and paid the remaining $24.5 million
in cash.

The Operating Partnership has a commitment to purchase Summit Peachford
(formerly Legacy Square), a 326 apartment community located in Atlanta, Georgia.
The purchase is expected to be completed in May 1998 at a purchase price of
approximately $27.2 million.

The Operating Partnership has a commitment to sell Summit Providence in May 1998
for approximately $24.8 million. The proceeds of the sale will be used to fund
the purchase of Summit Peachford. The Operating Partnership expects to recognize
a gain on the sale.

DEVELOPMENT ACTIVITY

The Operating Partnership's developments in process at March 31, 1998 are
summarized as follows (dollars in thousands):

TOTAL ESTIMATED ANTICIPATED
APARTMENT ESTIMATED COST TO COST TO CONSTRUCTION
COMMUNITY HOMES COSTS DATE COMPLETE COMPLETION
- --------- --------- --------- -------- ---------- ------------

Summit Doral-Miami, FL................................... 260 $ 22,800 $ 4,722 $18,078 Q1 1999
Summit Westwood-Raleigh, NC.............................. 354 24,400 4,923 19,477 Q2 1999
Summit Lake I-Raleigh, NC................................ 302 20,100 19,567 533 Q2 1998
Summit Fair Lakes I-Fairfax, VA.......................... 370 32,900 15,369 17,531 Q1 1999
Summit New Albany I-Columbus, OH......................... 301 22,600 12,346 10,254 Q1 1999
Summit Governor's Village-Chapel Hill, NC................ 242 16,400 6,653 9,747 Q1 1999
Summit Ballantyne II-Charlotte, NC....................... 154 10,100 4,754 5,346 Q3 1998
----- -------- ------- -------
1,983 149,300 68,334 80,966
Other development and construction costs................. -- -- 21,945(1) --
----- -------- ------- -------
1,983 $149,300 $90,279 $80,966
===== ======== ======= =======

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

(1) Consists primarily of land held for development and other predevelopment
costs.

Estimated costs to complete the development communities and the purchase
commitment for Summit Peachford represent all of the Operating Partnership's
material commitments for capital expenditures.

Certain Factors Affecting the Performance of Development Communities

The Operating Partnership is optimistic about the operating prospects of the
Communities under construction even with the increased supply of newly
constructed apartment homes of comparable quality in many of its markets. As
with any development community, there are uncertainties and risks associated
with the

18
19

development of the Communities described above. While the Operating Partnership
has prepared development budgets and has estimated completion and stabilization
target dates based on what it believes are reasonable assumptions in light of
current conditions, there can be no assurance that actual costs will not exceed
current budgets or that the Operating Partnership will not experience
construction delays due to the unavailability of materials, weather conditions
or other events.

Other development risks include the possibility of incurring additional cost or
liability resulting from defects in construction material and the possibility
that financing may not be available on favorable terms, or at all, to pursue or
complete development activities. Similarly, market conditions at the time these
Communities become available for leasing will affect the rental rates that may
be charged and the period of time necessary to achieve stabilization, which
could make one or more of the development Communities unprofitable or result in
achieving stabilization later than currently anticipated. In addition, the
Operating Partnership is conducting feasibility and other pre-development work
for seven Communities. The Operating Partnership could abandon the development
of any one or more of these potential Communities in the event that it
determines that market conditions do not support development, financing is not
available on favorable terms or other circumstances prevent development.
Similarly, there can be no assurance that if the Operating Partnership does
pursue one or more of these potential Communities that it will be able to
complete construction within the currently estimated development budgets or that
construction can be started at the time currently anticipated.

FUNDS FROM OPERATIONS

The White Paper on Funds from Operations approved by the Board of Governors of
NAREIT in March 1995 defines Funds from Operations as net income (loss)
(computed in accordance with generally accepted accounting principles ("GAAP")),
excluding gains (or losses) from debt restructuring and sales of property, plus
real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. The Operating Partnership
computes Funds from Operations in accordance with the standards established by
the White Paper, which may differ from the methodology for calculating Funds
from Operations utilized by other equity REITs, and, accordingly, may not be
comparable to such other REITs. Funds Available for Distribution is defined as
Funds from Operations less capital expenditures funded by operations (recurring
capital expenditures). The Operating Partnership's methodology for calculating
Funds Available for Distribution may differ from the methodology for calculating
Funds Available for Distribution utilized by other REITs, and accordingly, may
not be comparable to other REITs. Funds from Operations and Funds Available for
Distribution do not represent amounts available for management's discretionary
use because of needed capital replacement or expansion, debt service
obligations, property acquisitions, development, dividends and distributions or
other commitments and uncertainties. Funds from Operations and Funds Available
for Distribution should not be considered as alternatives to net income
(determined in accordance with GAAP) as an indication of the Operating
Partnership's financial performance or to cash flows from operating activities
(determined in accordance with GAAP) as a measure of the Operating Partnership's
liquidity, nor are they indicative of funds available to fund the Operating
Partnership's cash needs, including its ability to make dividends/distributions.
The Operating Partnership believes Funds from Operations and Funds Available for
Distribution are helpful to investors as measures of the performance of the
Operating Partnership because, along with cash flows from operating activities,
financing activities and investing activities, they provide investors with an
understanding of the ability of the Operating Partnership to incur and service
debt and make capital expenditures.

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20

Funds from Operations and Funds Available for Distribution for the three months
ended March 31, 1998 and 1997 are calculated as follows (dollars in thousands):

THREE MONTHS ENDED
MARCH 31,
-------------------------
1998 1997
----------- -----------

Net income.................................................. $ 6,707 $ 6,928
Extraordinary items......................................... 185 --
----------- -----------
Adjusted net income....................................... 6,892 6,928
Depreciation of real estate assets.......................... 6,521 5,172
----------- -----------
Funds from Operations....................................... 13,413 12,100
Recurring capital expenditures(1)........................... (843) (455)
----------- -----------
Funds Available for Distribution............................ $ 12,570 $ 11,645
=========== ===========
Non-recurring capital expenditures(1)(2).................... $ 763 $ 922
=========== ===========
Cash Flow Provided By (Used In):
Operating Activities...................................... $ 14,160 $ 14,068
Investing Activities...................................... (54,311) (55,893)
Financing Activities...................................... $ 40,921 $ 41,538
Weighted average units outstanding -- basic................. 28,118,113 27,019,341
=========== ===========
Weighted average units outstanding -- diluted............... 28,147,380 27,057,351
=========== ===========

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

(1) Recurring capital expenditures are expected to be funded from operations and
consist primarily of exterior painting, new appliances, vinyl, blinds, tile,
and wallpaper. In contrast, non-recurring capital expenditures, such as
major improvements, new garages and access gates, are expected to be funded
by financing activities and are therefore not included in the calculation of
Funds Available for Distribution.
(2) Non-recurring capital expenditures include major renovations in the amount
of $261,000 in 1998 and $871,000 in 1997; $227,000 of fitness center and key
controls in 1998; and $186,000 of improvements at Summit Norcroft I done in
conjunction with development of Summit Norcroft II.

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21

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

During the three months ended March 31, 1998 the Operating Partnership has
issued Units in private placements in reliance on the exemption from
registration under section 4(2) of the Securities Act in the amounts and for the
consideration set forth below:

A. Summit Properties Inc. ("Summit Properties") has issued an aggregate of
772,217 shares of Common Stock pursuant to its Dividend Reinvestment and
Stock Purchase Plan. Summit Properties has contributed the proceeds
(approximately $15.4 million) of these sales to the Operating
Partnership in consideration of an aggregate of 772,217 Units.

B. In connection with the purchase of Summit St. Clair in March 1998, the
Operating Partnership issued 119,000 shares (valued at approximately
$2.4 million at the time of the acquisition) to the sellers of Summit
St. Clair in partial consideration of their interest in the property.

C. Summit Properties has issued an aggregate of 27,000 shares of Common
Stock pursuant to the exercise of stock options. Summit Properties has
contributed the proceeds (approximately $499,000) of these options to
the Operating Partnership in consideration of an aggregate 27,000 Units.

D. Summit Properties has issued an aggregate of 18,525 shares of Common
Stock pursuant to its Employee Stock Purchase Plan. Summit Properties
has contributed the proceeds (approximately $391,000) of these sales to
the Operating Partnership in consideration of an aggregate of 18,525
Units.

E. Summit Properties has issued an aggregate of 4,842 shares of Common
Stock in connection with restricted stock awards. Each time a share of
Common Stock is issued in connection with such an award, the Operating
Partnership issues a Unit to Summit Properties; consequently, 4,842
Units have been issued to Summit Properties to date.

In light of the circumstances under which such Units were issued and information
obtained by the Operating Partnership in connection with such transactions,
management of Summit Properties, in its capacity as general partner of the
Operating Partnership, believes that the Operating Partnership may rely on such
exemption.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

3.1 Amendment No. 11 to the Limited Partnership Agreement of the Operating
Partnership (filed herewith).

10.1 Credit Agreement, dated as of March 27, 1998, by and among Summit
Properties Partnership, L.P., Summit Properties Inc., the Banks listed on
the signature pages thereof and the other Lenders from time to time party
thereto, and First Union National Bank, as Administrative Agent for the
Lenders thereunder (Incorporated by reference to Exhibit 10.1 to Summit
Properties' Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998, File No. 001-12792).

10.2 Promissory Note, dated as of January 28, 1998, evidencing a loan of $42,258
to Michael L. Schwarz for the purpose of paying tax liability associated
with Restricted Stock Award (Incorporated by reference to Exhibit 10.2 to
Summit Properties' Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998, File No. 001-12792).

10.3 Promissory Note, dated as of January 30, 1998, evidencing a loan of
$361,785 to Michael L. Schwarz for the purpose of purchasing shares of
Common Stock of Summit Properties Inc. (Incorporated by reference to
Exhibit 10.3 to Summit Properties' Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998, File No. 001-12792).

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22

Exhibit 10.4 to Summit Properties' Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998, File No. 001-12792).

10.5 Promissory Note, dated as of January 30, 1998, evidencing a loan of
$441,562 to William B. Hamilton for the purpose of purchasing shares of
Common Stock of Summit Properties Inc. (Incorporated by reference to
Exhibit 10.5 to Summit Properties' Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998, File No. 001-12792).

12.1 Statement Regarding Calculation of Ratio of Earnings to Fixed Charges for
the Three Months ended March 31, 1998 (filed herewith).

27.1 Financial Data Schedule for the Three Months Ended March 31, 1998 (filed
herewith)(for SEC use only).

(B) REPORTS ON FORM 8-K

NONE

22
23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in capacities and on the dates
indicated. Each of the persons set forth below has signed this report as an
officer of Summit Properties Inc., in its capacity as general partner of Summit
Properties Partnership, L.P.

SUMMIT PROPERTIES PARTNERSHIP, L.P.

May 8, 1998 /s/ WILLIAM F. PAULSEN
-----------------------------------
William F. Paulsen, President
and Chief Executive Officer

May 8, 1998 /s/ MICHAEL L. SCHWARZ
-----------------------------------
Michael L. Schwarz, Executive
Vice President and Chief
Financial Officer

23
24

EXHIBIT INDEX

(A) EXHIBITS

3.1 Amendment No. 11 to the Limited Partnership Agreement of the Operating
Partnership (filed herewith).

10.4 Promissory Note, dated as of January 28, 1998, evidencing a loan of $57,418
to William B. Hamilton for the purpose of paying tax liability associated
with Restricted Stock Award (Incorporated by reference to Exhibit 10.4 to
Summit Properties' Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998, File No. 001-12792).

12.1 Statement Regarding Calculation of Ratio of Earnings to Fixed Charges for
the Three Months ended March 31, 1998 (filed herewith).

27.1 Financial Data Schedule for the Three Months Ended March 31, 1998 (filed
herewith)(for SEC use only).