SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended September 30, 1996     Commission File Number 0-15740



                 RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)



          Delaware                                   04-2924048
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


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>
PART I - FINANCIAL INFORMATION
ITEM I -FINANCIAL STATEMENTS
<TABLE>
STATEMENTS OF OPERATIONS

                                                   Three Months Ended       Three Months        Nine Months      Nine Months Ended
                                                   September 30, 1996   September 30, 1995   September 30, 1996   September 30, 1995
                                                         (Unaudited)         (Unaudited)        (Unaudited)          (Unaudited)

INCOME

<S>                                               <C>                  <C>                  <C>              <C>                
     Rental                                       $        2,304,014   $       2,394,349    $     7,134,882  $         6,991,353
     Interest on short-term investments                       12,664              31,768             55,177               99,035
     Other                                                   338,058             235,781            858,953              711,529
                                                           2,654,736           2,661,898          8,049,012            7,801,917



EXPENSES

     Leasing                                                 105,256             135,406            280,370              335,265
     General & Administrative                                 48,338              49,581            142,549              150,075
     Management Fees                                         144,074             145,269            439,199              428,448
     Utilities                                               230,654             231,797            783,693              866,838
     Repairs & Maintenance                                   304,468             391,470            832,552              945,178
     Insurance                                                61,126              55,875            180,330              167,969
     Taxes                                                   187,877             218,122            554,772              604,169
          TOTAL OPERATING EXPENSES                         1,081,793           1,227,520          3,213,465            3,497,942



OTHER EXPENSES
     Depreciation                                            739,077             724,914          2,217,231            2,175,450
     Amortization                                                      -          51,910            103,817              155,732
     Interest expense                                        892,276             952,050          3,042,896            2,901,379
     Other expenses                                           40,776               9,773            296,845               47,847
          TOTAL EXPENSES                                   2,753,922           2,966,167          8,874,254            8,778,350


Net loss                                          $          (99,186)  $        (304,270)   $      (825,242) $          (976,433)


Net loss allocated to General Partner             $           (2,976)  $          (9,128)   $       (24,757) $           (29,293)


Net loss allocated to Limited Partners            $          (96,210)  $        (295,142)   $      (800,485) $          (947,140)


Net (loss) per unit outstanding - Limited Partners$             (170)  $            (521)   $        (1,414) $            (1,673)

Weighted Average number of units outstanding                     566                 566                566                  566
                                                              
</TABLE>

RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1995 AND SEPTEMBER 30, 1996

<TABLE>


                                                    September 30, 1996                  December 31, 1995
                                                        (UNAUDITED)                           (Audited)

                                         ASSETS



<S>                                              <C>                               <C>                 
INVESTMENT IN REAL ESTATE                        $        6,357,564                $          6,357,564
     Land
     Buildings, improvements and personal property
     net of accumulated depreciation of
     $28,282,673 and $26,065,442                         37,746,596                          39,476,199

                                                         44,104,160                          45,833,763


OTHER ASSETS
     Cash and cash equivalents                            9,573,121                           2,752,859
     Prepaid and other assets                               721,474                             610,462
     Deferred costs, net of accumulated amortization
     of 0 and $1,764,965                                  1,397,725                             103,817


TOTAL ASSETS                                     $       55,796,480                $        $49,300,901



                                      LIABILITIES AND PARTNERS' EQUITY


LIABILITIES 
     Mortgage payable                            $       47,000,000                $         38,114,269
     Distribution payable                                 6,574,747                                    _
     Accounts payable                                        44,572                             280,465
     Accrued expenses                                       220,228                             375,194
     Tenants' security deposits                             152,120                             159,161


                                                         53,991,667                          38,929,089
TOTAL LIABILITIES

                                                                -                                  -
COMMITMENTS                                                                                           

PARTNERS' EQUITY (DEFICIT):

     Limited partners' equity, 566 units authorized
     and outstanding, December 31, 1995 and 1994          3,014,017                          11,324,006
     General partners' deficit                           (1,209,204)                           (952,194)


TOTAL PARTNERS' EQUITY                                    1,804,813                          10,371,812

TOTAL LIABILITIES AND PARTNERS' EQUITY           $       55,796,480                $         49,300,901

</TABLE>






                        See Notes on Financial Statements



STATEMENTS OF CASH FLOWS


<TABLE>

For the Nine Months Ended
September 30, 1996 and 1995 (Unaudited)                        1996                                1995




Cash flow from operating activities:
<S>                                              <C>                               <C>                  
     Net loss                                    $         (825,242)               $           (976,433)
     Adjustments to reconcile net loss to
     net cash used in operating activities:
          Depreciation                                    2,217,231                           2,175,450
          Amortization                                      103,817                             155,732
          Changes in assets and liabilities:
          Increase in prepaid and other assets             (111,012)                           (878,665)
         (Decrease) increase in accounts payable
          and accrued expenses                             (390,859)                            355,427
          (Decrease) increase in tenants security            (7,041)                             15,051
Net Cash provided by operating activities                   986,894                             846,562


Cash flows from investing activities:
     Acquisition of and improvements to property           (487,628)                           (161,921)
      

Net cash used in investing activities:                     (487,628)                           (161,921)


Cash flows from financing activities:
Additions to deferred loan cost                          (1,397,725)                               -        
Proceeds from mortgage financing                         47,000,000                                -        
Distributions paid                                       (1,167,010)                           (355,622)
Principal payments on mortgage note                     (38,114,269)                           (583,505)


Net cash provided by financing activities                 6,320,996                             939,127


Net increase (decrease) in cash and cash equivalen        6,820,262                          (2,054,486)


Cash and cash equivalents, beginning of period            2,752,859                           3,054,784


Cash and cash equivalents, ending                $        9,573,121                $          2,800,278


Supplemental disclosure of cash flow information:
Cash paid for interest                           $        3,401,550                $          2,901,379

</TABLE>



                        See Notes to Financial Statements

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL


<TABLE>

For the Three Months Ended                        General                   Limited
September 30, 1996 and 1995                      Partners'                 Partners'                  Total 
(UNAUDITED)                                        Capital                  Capital                  Capital


<S>                                   <C>                      <C>                      <C>                 
Balance December 31, 1995             $           (952,194)    $         11,324,006     $         10,371,812
Net loss                                           (24,757)                (800,485)                (825,242)
Distributions                                     (232,253)              (7,509,504)              (7,741,757)
Balance, September 30, 1996           $         (1,209,204)    $          3,014,017     $          1,804,813

                                                                                                                                

Balance December 31, 1994             $           (885,391)    $         13,483,971     $         12,598,580
Net loss                                           (29,293)                (947,140)                (976,433)
Distributions                                      (17,505)                (566,000)                (583,505)
Balance, September 30, 1995           $           (932,189)    $         11,970,831     $         11,038,642

</TABLE>

                     See Notes to the Financial Statements

NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)


1.       ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed  financial  statements  included  herein have been prepared by the
Registrant,  without  audit,  pursuant  to  the  rules  and  regulations  of the
Securities and Exchange  Commission.  The Registrant's  accounting and financial
reporting  policies  are  in  conformity  with  generally  accepted   accounting
principles and include adjustments in interim periods considered necessary for a
fair presentation of the results of operations. Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations.  It is suggested  that these  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Registrant's latest annual report on Form 10-K.

The  accompanying  financial  statements  reflect the  Partnership's  results of
operations  for an interim  period  and are not  necessarily  indicative  of the
results of operations for the year ending December 31, 1996.


2.       TAXABLE INCOME

The  Partnership's  results of  operations on a tax basis are expected to differ
from net loss for financial  reporting  purposes primarily due to the accounting
differences in the recognition of depreciation and amortization.


3.       RELATED PARTY TRANSACTIONS

The  Partnership  paid an  affiliate a property  management  fee of $102,724 and
$315,150 and $103,919 and $304,399 for the three and nine months ended September
30, 1996 and 1995, respectively. An Investor Service fee of $41,350 and $102,049
for the  three  and six  months  June 30,  1996  and  1995  was also  paid to an
affiliate of WFA.

4.       ACCOUNTING CHANGES

On January 1, 1996, the Partnership  adopted  Statement of Financial  Accounting
Standards ("SFAS") No. 121,  "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived  Assets to Be Disposed Of", which requires  impairment losses
to be recognized for  long-lived  assets used in operations  when  indicators of
impairment  are present and the  undiscounted  cash flows are not  sufficient to
recover  the  asset's  carrying  amount.  The  impairment  loss is  measured  by
comparing  the fair value of the asset to its carrying  amount.  The adoption of
the SFAS had no effect on the Partnership's financial statements.

5.       RECLASSIFICATION

Certain  amounts in the 1995 Statement of Operations  have been  reclassified to
conform with the current year presentation.




<PAGE>









ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

The  Partnership's  sole  asset  is a 1,222  unit  apartment  complex  known  as
Riverside Park located in Fairfax  County,  Virginia.  The Property is leased to
tenants  subject to leases of up to one year. The  Partnership  requires cash to
pay principal and interest on the mortgage loan  encumbering the Property and to
pay operating  expenses in connection  with the Property,  including  management
fees and general and administrative  expenses. The Partnership continues to have
positive  cash flow  after  its  operating  and debt  service  requirements  and
provides  cash   distributions  to  its  partners.   It  is  expected  that  the
Partnership's income will be sufficient in future years to continue to pay these
expenses as well as to provide for cash distributions to its partners.

The Washington,  D.C., area apartment market is stable but remains  competitive.
The  Partnership  continues  to make  capital  improvements  to the  property to
enhance its  competitiveness  within the local  market.  The  Partnership  spent
$487,628 on capital  improvements  during the first nine months of 1996 compared
to $116,923 in the first nine months of 1995.  Improvements  include balcony and
deck repairs and continuous renovating and
 upgrading of apartment  units. The capital  improvements  have been funded by a
combination  of the  property's  reserves and cash flow from  operations.  As of
September 30, 1996, the Partnership had a cash balance of $9,573,012, as well as
approximately  $470,000  that is  being  held by the  lender  to  complete  unit
renovations.

The Partnership provided $986,891 from operating activities, for the nine months
ended September 30, 1996, as opposed to $846,562 for the same period in 1995. As
noted above, the Partnership used $487,628 and $161,921 in investing  activities
for 1996 and 1995  respectively,  for  capital  improvements.  Cash  produced in
financing  activities  increased  significantly  and consisted of $47,000,000 of
proceeds  from the new  mortgage  financing  which  was  offset by payoff of the
previous mortgage of $38,114,269,  $1,167,010 of distributions  paid to partners
and  $1,397,725 of deferred  financing  costs  incurred in  connection  with the
mortgage financing.

On September 25, 1996, the  Partnership  closed a new first mortgage loan in the
amount of  $47,000,000.  The mortgage  loan bears  interest of Libor plus 2.75%,
requires monthly  payments of interest and principal of  approximately  $370,980
based upon a 25 year amortization  schedule and matures in September,  2001. The
Partnership was required to fund  approximately  $470,000 in reserves at closing
to complete  certain  required  improvements  and  established tax and insurance
escrows.  The  Partnership is required to fund an ongoing  replacement  reserve.
Approximately  $6,575,000 of the loan proceeds from the financing  subsequent to
September 30, 1996 were distributed to the partners.


Results of Operations

The  Partnership's  net loss  decreased  from  $976,433 to $825,242 for the nine
months ended  September 30, 1995 and 1996. Net losses for the three months ended
September,  1996 were  $99,186  as  opposed  to a net loss of  $304,270  for the
quarter ended September 30, 1995.

The Partnership's rental revenue increased from $6,991,353 to $7,134,882 for the
 nine months ended  September  30, 1995 and 1996  respectively.  Rental  revenue
 decreased from $2,394,349 for the three months ended
September 30, 1995 to $2,304,014  for the same period ended  September 30, 1996.
The rental income was 3.9% lower and 2.1% higher in the quarter ended  September
30, 1996 and the nine months ended September 30, 1996, respectively. The year to
date increased  rental income  reflects the higher average  occupancy of 97% for
the nine months ended  September 30, 1996 compared to 93% for the same period in
1995. The improved  average  occupancy was partially offset by a decrease in the
average  rental  changes from $714 per unit to $679 per unit for the nine months
ended September 30, 1995 and 1996, respectively.




<PAGE>









The direct operating expenses of the Partnership's  property declined by 8.8% or
$284,477  from  $3,497,942  for the nine  months  ended  September  30,  1995 to
$3,213,465 for the nine months ended September 30, 1996.  Direct operating costs
decreased by 13.1% or $141,727 from  $1,223,520 to $1,081,793 for the comparable
three  month  period  ended  September  30. The cost  savings for the nine month
period were  primarily  a result of lower  leasing,  utilities,  and repairs and
maintenance expenses, and a decrease in the property's taxes. The cost increases
in the three month period ended June 30, 1996 were in management  fees,  repairs
and  maintenance,  insurance and taxes which were partially offset by savings in
leasing,  utilities,   general  and  administrative  expenses  and  repairs  and
maintenance  expenses.  The  Partnership's  depreciation  expense increased as a
result of the higher average dollar amount of assets in service during the three
and six month periods of 1996 compared to the same period in 1995.  Amortization
expense was declined due to the prior  mortgage loan maturing in the second half
quarter of 1996.

Interest  expense  increased to $3,042,896  the nine months ended  September 30,
1996,  a result of the  $260,000 of loan  commitment  fees  expensed  during the
second quarter.

Other  expenses  increased  from  $47,847 to $296,845  primarily  as a result of
approximately  $180,000 of legal costs incurred related to litigation  initiated
by the Partnership in connection with a third party proxy solicitation.

The  results of  operations  in future  quarters  may differ from the results of
operations  for the three and nine  months  ended  September  30,  1996,  due to
inflation and changing economic  conditions which could affect occupancy levels,
rental rates and operating expenses.




<PAGE>









           RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP - FORM 10-QSB

                               September 30, 1996

PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K


         a)   Exhibit 27, Financial Data Schedule.

         b)   Reports on Form 8-K:

              No report on Form 8-K was filed during the period.




<PAGE>








          RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP - FORM 10-QSB

                               September 30, 1996



                                   SIGNATURES


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

                            RIVERSIDE PARK ASSOCIATES
                                               LIMITED PARTNERSHIP

                        By: Winthrop Financial Associates
                               Its General Partner


Date:  November 14, 1996     By:   /s/ Michael L. Ashner
                                       Michael L. Ashner
                                       Chief Executive Officer


Date:  November 14, 1996     By: s/ Edward V. Williams
                                    Edward V. Williams
                                    Chief Financial Officer




<PAGE>




<PAGE>