SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q
(Mark One)

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

For the quarterly period ended September 30, 1996
                               ------------------
                                      OR

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

For the transition period from              to             
                               ------------    ------------
Commission file number 0-16717
                       -------

                          OUTLET CENTRE PARTNERS         
          -------------------------------------------------------
          (Exact name of registrant as specified in its charter)

          Illinois                                      36-3498737    
-------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer  
incorporation or organization)                      Identification No.)

c/o Balcor Partners XXII
2355 Waukegan Rd., Bannockburn, Illinois                 60015                 
----------------------------------------            ------------------- 
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code (847) 267-1600
                                                   --------------

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 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     
    -----     -----
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                                BALANCE SHEETS
                   September 30, 1996 and December 31, 1995
                                  (UNAUDITED)

                                    ASSETS

                                                 1996            1995
                                             -------------   -------------
Cash and cash equivalents                    $  2,220,137    $  2,406,064
Accounts and accrued interest receivable          183,366          40,445
Escrow deposits                                   769,650         961,250
Prepaid expenses                                   62,526          33,798
Deferred expenses, net of accumulated
  amortization of $187,032 in 1996 and
  $124,688 in 1995                                228,593         290,937
                                             -------------   -------------
                                                3,464,272       3,732,494
                                             -------------   -------------
Investment in real estate:
  Land                                          2,871,183       2,871,183
  Buildings and improvements                   27,565,202      27,565,202
                                             -------------   -------------
                                               30,436,385      30,436,385
  Less accumulated depreciation                11,538,777      10,548,272
                                             -------------   -------------
Investment in real estate, net of
  accumulated depreciation                     18,897,608      19,888,113
                                             -------------   -------------
                                             $ 22,361,880    $ 23,620,607
                                             =============   =============

                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                             $    128,168    $    137,181
Due to affiliates                                  26,242          13,933
Accrued liabilities - principally
  real estate taxes                               422,962         618,892
Security deposits                                  43,969          48,119
Mortgage note payable                          12,466,781      12,568,420
                                             -------------   -------------
     Total liabilities                         13,088,122      13,386,545
                                             -------------   -------------
Limited Partners' capital (30,000
  Interests issued and outstanding)            10,433,494      11,389,169
General Partner's deficit                      (1,159,736)     (1,155,107)
                                             -------------   -------------
     Total partners' capital                    9,273,758      10,234,062
                                             -------------   -------------
                                             $ 22,361,880    $ 23,620,607
                                             =============   =============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                       STATEMENTS OF INCOME AND EXPENSES
             for the nine months ended September 30, 1996 and 1995
                                  (UNAUDITED)

                                                 1996            1995
                                             -------------   -------------
Income:
  Rental                                     $  2,353,674    $  2,249,667
  Service                                       1,379,209       1,705,356
  Interest on short-term investments               88,820          76,938
                                             -------------   -------------
    Total income                                3,821,703       4,031,961
                                             -------------   -------------
Expenses:
  Interest on mortgage note payable               952,441         962,203
  Depreciation                                    990,505         922,619
  Amortization                                     62,344          62,344
  Property operating                            1,549,932       1,643,803
  Real estate taxes                               422,962         408,811
  Property management fees                        171,680         187,681
  Administrative                                  134,713         164,338
                                             -------------   -------------
    Total expenses                              4,284,577       4,351,799
                                             -------------   -------------
Net loss                                     $   (462,874)   $   (319,838)
                                             =============   =============
Net loss allocated to General Partner        $     (4,629)   $     (3,198)
                                             =============   =============
Net loss allocated to Limited Partners       $   (458,245)   $   (316,640)
                                             =============   =============
Net loss per Limited Partnership Interest
  (30,000 issued and outstanding)            $     (15.27)   $     (10.55)
                                             =============   =============
Distributions to Limited Partners            $    497,430           None 
                                             =============   =============
Distributions per Limited Partnership
  Interest                                   $     16.581           None 
                                             =============   =============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                       STATEMENTS OF INCOME AND EXPENSES
              for the quarters ended September 30, 1996 and 1995
                                  (UNAUDITED)

                                                 1996            1995
                                             -------------   -------------
Income:
  Rental                                     $    762,888    $    759,742
  Service                                         468,310         550,726
  Interest on short-term investments               30,828          21,831
                                             -------------   -------------
    Total income                                1,262,026       1,332,299
                                             -------------   -------------
Expenses:
  Interest on mortgage note payable               316,622         319,958
  Depreciation                                    330,168         307,539
  Amortization                                     20,782          20,782
  Property operating                              510,035         534,831
  Real estate taxes                               140,987         129,639
  Property management fees                         56,125          56,153
  Administrative                                   45,810          49,657
                                             -------------   -------------
    Total expenses                              1,420,529       1,418,559
                                             -------------   -------------
Net loss                                     $   (158,503)   $    (86,260)
                                             =============   =============
Net loss allocated to General Partner        $     (1,585)   $       (862)
                                             =============   =============
Net loss allocated to Limited Partners       $   (156,918)   $    (85,398)
                                             =============   =============
Net loss per Limited Partnership
  Interest (30,000 issued and outstanding)   $      (5.23)   $      (2.84)
                                             =============   =============
Distribution to Limited Partners             $    165,810           None 
                                             =============   =============
Distribution per Limited Partnership
  Interest                                   $      5.527           None 
                                             =============   =============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                           STATEMENTS OF CASH FLOWS
             for the nine months ended September 30, 1996 and 1995
                                  (UNAUDITED)

                                                 1996            1995
                                             -------------   -------------
Operating activities:
  Net loss                                   $   (462,874)   $   (319,838)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation of property                    990,505         922,619
      Amortization of deferred expenses            62,344          62,344
      Net change in:
        Accounts and accrued interest           
          receivable                             (142,921)       (135,213)
        Escrow deposits                                           (31,576)
        Prepaid expenses                          (28,728)        (56,760)
        Accounts payable                           (9,013)        (35,979)
        Due to affiliates                          12,309         (32,430)
        Accrued liabilities                      (195,930)       (137,029)
        Security deposits                          (4,150)           (800)
                                             -------------   -------------
  Net cash provided by operating activities       221,542         235,338
                                             -------------   -------------
Financing activities:
  Distributions to Limited Partners              (497,430)
  Principal payments on mortgage note payable    (101,639)        (91,877)
  Release of capital improvement escrow           191,600
                                             -------------   -------------
  Net cash used in financing activities          (407,469)        (91,877)
                                             -------------   -------------
Net change in cash and cash equivalents          (185,927)        143,461
Cash and cash equivalents at beginning 
  of year                                       2,406,064       1,819,294
                                             -------------   -------------
Cash and cash equivalents at end of period   $  2,220,137    $  1,962,755
                                             =============   =============

The accompanying notes are an integral part of the financial statements.
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

1. Accounting Policy:

In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the nine months and quarter
ended September 30, 1996, and all such adjustments are of a normal and
recurring nature.

2. Interest Expense:

During the nine months ended September 30, 1996 and 1995, the Partnership
incurred and paid interest expense on the mortgage note payable of $952,441 and
$962,203, respectively.

3. Transactions with Affiliates:

Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1996 are:


                                           Paid
                                   -----------------------
                                    Nine Months    Quarter      Payable
                                    ------------  ---------    ----------     

   Reimbursement of expenses to
     the General Partner, at cost     $31,514      $ 4,948     $ 26,242


4. Subsequent Event:

In October 1996, the Partnership paid $165,810 ($5.527 per Interest) to the
holders of Limited Partnership Interests representing a regular quarterly
distribution of available Net Cash Receipts for the third quarter of 1996.
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

Outlet Centre Partners (the "Partnership") was formed in 1987 and owns and
operates the Factory Outlet Centre (the "Centre") in Bristol, Wisconsin. The
Partnership raised $30,000,000 through the sale of Limited Partnership
Interests and utilized these proceeds to acquire the Centre.

Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1995 for a more complete understanding of
the Partnership's financial position.

Operations
----------

Summary of Operations
---------------------

Decreased real estate tax reimbursements from tenants at the Centre was the
primary reason the Partnership's net loss increased during the nine months and
quarter ended September 30, 1996 when compared to the same periods in 1995.
Further discussion of the Partnership's operations is summarized below.

1996 Compared to 1995
---------------------

Unless otherwise noted, discussions of fluctuations between 1996 and 1995 refer
to both the nine months and quarters ended September 30, 1996 and 1995.

The Partnership bills tenants on a monthly basis for common area maintenance,
real estate taxes and other operating expenses of the Centre based on
estimates. Adjustments are periodically made to these billings once the
Partnership has determined the actual amounts due. The periodic adjustment of
billings for real estate taxes resulted in decreased reimbursements from
tenants due to a prior year reduction in the assessed value of the Centre
levied by the local taxing authority and was the primary reason service income
and, consequently, property management fees decreased during 1996 when compared
to 1995.

As a result of higher average cash balances, interest income on short-term
investments increased during 1996 when compared to 1995.

As a result of lower accounting and legal fees incurred by the Partnership,
administrative expenses decreased during 1996 when compared to 1995.
<PAGE>
Liquidity and Capital Resources
-------------------------------

The cash position of the Partnership decreased by approximately $186,000 as of
September 30, 1996 when compared to December 31, 1995. The Partnership
generated cash flow of approximately $222,000 from its operating activities.
The operating activities reflect the operations of the Centre, interest income
earned on short-term investments, and the payment of administrative expenses of
the Partnership. The Partnership used cash to fund its financing activities of
approximately $407,000 which consisted of the payment of distributions totaling
approximately $497,000 to Limited Partners and the payment of principal on the
mortgage note payable of approximately $102,000, net of the release of
approximately $192,000 from the Partnership's capital improvement escrow. 

As of September 30, 1996, the occupancy rate at the Centre was 85%, and during
each of 1996 and 1995, the Centre generated positive cash flow, which is
defined as an amount equal to the property's revenue receipts less property
related expenses, which include debt service payments. Although the General
Partner has no current plans to sell the property, the receipt of an attractive
unsolicited offer or changing market conditions could change this strategy.

In October 1996, the Partnership paid $165,810 ($5.527 per Interest) to the
holders of Limited Partnership Interests representing a regular quarterly
distribution of available Net Cash Receipts for the third quarter of 1996. The
level of the regular quarterly distribution is consistent with the amount
distributed for the second quarter of 1996. Including the October 1996
distribution, Limited Partners have received distributions of Net Cash Receipts
of $293.95 and Net Cash Proceeds of $263.08, totaling $557.03 per $1,000
Interest. 

The Partnership expects that cash flow from property operations will allow the
Partnership to continue making quarterly distributions. However, the level of
future distributions will be dependent on the cash flow generated by the
Centre. The General Partner believes it has retained, on behalf of the
Partnership, an appropriate amount of working capital to meet cash or liquidity
requirements which may occur. 

Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
                            OUTLET CENTRE PARTNERS
                       (An Illinois Limited Partnership)

                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
--------------------------

Proposed class action
---------------------

On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96). The Partnership, additional limited
partnerships which were sponsored by The Balcor Company (together with the
Partnership, the "Affiliated Partnerships"), American Express Company, Lehman
Brothers, Inc., additional limited partnerships sponsored by the predecessor of
Lehman Brothers, Inc. (together with the Partnership and the Affiliated
Partnerships, the "Defendant Partnerships") and Smith Barney Holdings, Inc. are
the named defendants in the action. The complaint was amended on October 18,
1996 to add additional plaintiffs. The amended complaint alleges, among other
things, common law fraud and deceit, negligent misrepresentation, breach of
contract, breach of fiduciary duty and violation of certain New Jersey statutes
relating to the disclosure of information in the offering of limited
partnership interests in the Defendant Partnerships. The amended complaint
seeks judgment for compensatory damages equal to the amount invested in the
Defendant Partnerships by the proposed class plus interest accrued thereon;
general damages for injuries arising from the defendants' actions; equitable
relief, including rescission, on certain counts; punitive damages; treble
damages on certain counts; recovery from the defendants of all profits received
by them as a result of their actions relating to the Defendant Partnerships;
attorneys' fees and other costs.

The defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes they
have meritorious defenses to contest the claims. It is not determinable at this
time whether or not an unfavorable decision in this action would have a
material adverse impact on the Partnership.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a) Exhibits:

(4) Form of Subscription Agreement previously filed as Exhibit No. 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated
April 2, 1987 (Registration No. 33-13097) and Form of Confirmation regarding
Interests in the Partnership set forth as Exhibit 4.2 to the Registrant's
Report on Form 10-Q for the quarter ended September 30, 1992 (Commission File
No. 0-16717) are incorporated herein by reference.

(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1996 is attached hereto.

(b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter
ended September 30, 1996.
<PAGE>
SIGNATURES

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


                              OUTLET CENTRE PARTNERS



                              By: /s/Thomas E. Meador
                                  -----------------------------               
                                  Thomas E. Meador
                                  President and Chief Executive Officer
                                  (Principal Executive Officer) of Balcor
                                  Partners-XXII, the General Partner



                              By: /s/Jayne A. Kosik
                                  ------------------------------              
                                  Jayne A. Kosik
                                  Vice President, and Chief Financial Officer
                                  (Principal Accounting Officer) of Balcor
                                  Partners-XXII, the General Partner


Date: November 14, 1996
      ---------------------------
<PAGE>