FORM 8-A/A-3

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


                            AmeriVest Properties Inc.
                            -------------------------
             (Exact Name of registrant as specified in its charter)



                Maryland                                 84-1240264
                --------                                 ----------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


        3333 South Wadsworth Blvd., Suite D-216, Lakewood, Colorado 80227
        -----------------------------------------------------------------
              (Address of principal executive officer) (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                Name of each exchange on which
         to be so registered                each class is to be registered

                 N/A                                     N/A
         -------------------                ------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

                    Redeemable Common Stock Purchase Warrants
                    -----------------------------------------
                                (Title of class)




Item 1. Description of Registrant's Securities to be Registered.
        --------------------------------------------------------

     Pursuant  to a vote of  stockholders  of  AmeriVest  Properties  Inc.  (the
"Company") at the June 29, 1999 annual  meeting of the  Company's  stockholders,
the Company  has  reincorporated  under the laws of the State of  Maryland  (the
"Reincorporation").  The Company  previously was incorporated  under the laws of
the State of Delaware. The Reincorporation was accomplished by the merger of the
Company with and into a wholly-owned  subsidiary incorporated under Maryland law
(the "Maryland Subsidiary").  As a result of the Reincorporation,  the Company's
legal  domicile  was  changed  from  Delaware  to  Maryland.  This  registration
statement on Form 8-A/A-3  contains a  description  of the  Company's  $.001 par
value common stock (the "Common  Stock") and  redeemable  Common Stock  purchase
warrants (the "Warrants") under Maryland law following the Reincorporation.

     At the time of the Reincorporation, each outstanding share of the Company's
then-outstanding  $.001 par value common stock (the "Delaware Common Stock") was
converted  into one  share of  $.001  par  value  common  stock of the  Maryland
Subsidiary (the "Maryland Common Stock").  In addition,  each outstanding option
or warrant to purchase shares of Delaware Common Stock continued  outstanding as
a right to  purchase  shares of  Maryland  Common  Stock upon the same terms and
conditions as immediately prior to the Reincorporation.

     Following the Reincorporation,  each outstanding  certificate  representing
shares of Delaware Common Stock continued to represent the same number of shares
of Maryland Common Stock,  and delivery of  certificates  for shares of Delaware
Common Stock will constitute  "good delivery" for  transactions in the shares of
Maryland Common Stock.  It was not necessary for  stockholders of the Company to
surrender  or  exchange  certificates  representing  Delaware  Common  Stock for
certificates  representing  Maryland  Common  Stock,  nor was it  necessary  for
holders of Warrants to surrender or exchange certificates representing Warrants.

Common Stock

     Each share of the Common Stock is entitled to share equally with each other
share of Common Stock in  dividends  from sources  legally  available  therefor,
when, as, and if declared by the Company's Board Of Directors (the "Board") and,
upon  the  liquidation,  dissolution  or  winding  up of  the  Company,  whether
voluntary or involuntary, to share equally in the assets of the Company that are
available for  distribution  to the holders of the Common Stock.  Each holder of
Common Stock of the Company is entitled to one vote per share for all  purposes,
except that in the  election of  directors,  each holder shall have the right to
vote such  number of shares  for as many  persons as there are  directors  to be
elected.  Cumulative  voting is not allowed in the  election of directors or for
any other  purpose,  and the holders of Common Stock have no preemptive  rights,
redemption  rights or rights of  conversion  with  respect to the Common  Stock.
Because  voting rights are not  cumulative,  the holders of more than 50% of the
shares of Common Stock of the Company  could,  if they chose to do so, elect all
the directors of the Company.

     All outstanding shares of Common Stock are, and all shares that may be sold
and issued upon exercise, if any, of the Warrants described below will be, fully
paid  and  nonassessable  by the  Company.  The  Board  is  authorized  to issue

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additional  shares of Common Stock within the limits prescribed by the Company's
Articles Of Incorporation and without stockholder action.

     The Company has reserved a sufficient  number of shares of Common Stock for
issuance in the event that all the Warrants  are  exercised.  In  addition,  the
Company has reserved a sufficient  number of shares of Common Stock for issuance
upon the exercise of options under the Company's Stock Option Plans.

Warrants

     General.  Each Warrant is exercisable to purchase one share of Common Stock
for $5.40 per share until  November 13, 2000. As of December 6, 1999,  2,049,435
Warrants were  outstanding and an additional  164,831 Warrants were reserved for
issuance upon the exercise of outstanding underwriters warrants.

     Current Registration Statement Required For Exercise. In order for a holder
to  exercise  that  holder's  Warrants,  there  must be a  current  registration
statement on file with the SEC and with various state securities  commissions to
continue  registration of the issuance of the shares of Common Stock  underlying
the Warrants.  The Company intends to maintain a current registration  statement
during the period that the Warrants are  exercisable  unless the market price of
the Common Stock underlying the Warrants would create no economic  incentive for
exercise of the Warrants.  To date, no material economic  incentive for exercise
has existed.  On July 29, 1999, the highest  trading price for the Common Stock,
as reported by the Nasdaq Small Cap Market, was $5.43.  During the past year, no
other  trading price  equaled or exceeded  that figure.  If these  circumstances
continue  to exist  during  the  entire  exercise  period of the  Warrants,  the
Warrants  could expire without the holders having had an opportunity to exercise
their Warrants and realize any material economic return.

     The  maintenance  of a currently  effective  registration  statement  could
result in substantial expense to the Company, and there is no assurance that the
Company will be able to maintain a current  registration  statement covering the
shares of Common Stock  issuable upon exercise of the Warrants.  Although  there
can be no  assurance,  the Company  believes that it will be able to qualify the
shares of Common Stock underlying the Warrants for sale in those states in which
the holders of the Warrants reside. The Warrants may be deprived of any value if
a current Prospectus  covering the shares of Common Stock issuable upon exercise
of the  Warrants  is not kept  effective  or if the  underlying  shares  are not
qualified in the states in which holders of the Warrants reside.

     Exercise Of Warrants.  Warrants may be exercised upon the surrender,  on or
prior to the expiration of the exercise period, of the certificate  representing
the  Warrant,  together  with the form of  "Election To Purchase" on the reverse
side of the certificate  executed as indicated and accompanied by payment of the
full exercise price for the number of Warrants being  exercised.  No rights of a
stockholder  inure to a holder  of  Warrants  until  such  time as a holder  has
exercised Warrants and has been issued shares of Common Stock.

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     Redemption. The Warrants are redeemable by the Company at any time prior to
their  exercise or expiration  upon 30 days prior  written or published  notice,
provided  however,  that the closing bid  quotation  for the Common Stock for at
least 15 of the 20 business  days ending on the third day prior to the Company's
giving  notice  of  redemption  has  been at least  125% of the  then  effective
exercise price of the Warrants.  The  redemption  price for the Warrants is $.02
per Warrant.  Any Warrant  holder that does not  exercise  prior to the date set
forth in the Company's  notice of redemption  will forfeit the right to exercise
the Warrants and purchase the shares of Common Stock  underlying those Warrants.
Any Warrants outstanding after the redemption date will be deprived of any value
except the right to receive the redemption price of $.02 per Warrant.

Item 2. Exhibits
        --------

Number         Description
- ------         -----------

3.1            Articles Of  Incorporation  filed with the Maryland  Secretary Of
               State on June 28, 1999 (1)

4.1            Form of Warrant Certificate (2)

4.23           Form of Warrant Agreement (2)

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

(1)  Incorporated  by reference from the Company's  definitive  Proxy  Statement
filed with the Securities And Exchange Commission on May 27, 1999.

(2)  Incorporated by reference from the Company's Registration Statement on Form
SB-2 dated August 30, 1996 (Registration No. 333-5114-D).

                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                                         AMERIVEST PROPERTIES INC.


Date: December 14, 1999                  By: /s/ James F. Etter
                                         ----------------------
                                         James F. Etter, Chief Executive Officer

                                    * * * * *


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