UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 (fee required)

	For the fiscal year ended December 31, 1995
OR

[   ]   TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 (no fee required)

Commission file number:  33-17274


                      MANHATTAN BEACH HOTEL PARTNERS, L.P.
              Exact name of registrant as specified in its charter
	
	
           Delaware                                    95-4201183
State or other jurisdiction of              I.R.S. Employer Identification No.
incorporation or organization

ATTN:  Andre Anderson
3 World Financial Center, 29th Floor,
New York, New York                                       10285
Address of principal executive offices                  zip code

Registrant's telephone number, including area code: (212) 526-3237

Securities registered pursuant to Section 12(b) of the Act:  None

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


                DEPOSITARY UNITS OF LIMITED PARTNERSHIP INTEREST
                                 Title of Class

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 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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  (x)

Aggregate market value of the voting stock held by non-affiliates of the
registrant: Not applicable.

Documents Incorporated by Reference:

Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1995, filed as an exhibit under Item 14.



                                     PART I
   
Item 1.  Business

(a)	General Development of Business.  

Manhattan Beach Hotel Partners, L.P., formerly Shearson California Radisson
Plaza Partners, L.P. (see Item 10.  "Certain Matters Involving Affiliates of
Manhattan Beach Commercial Properties III Inc."), a Delaware limited
partnership (the "Registrant" or the "Partnership"), was formed on September 8,
1987.  The Partnership will continue until December 31, 2037 in accordance with
the terms of its Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), unless terminated earlier pursuant thereto.  The
affairs of the Partnership are conducted by its general partner, Manhattan
Beach Commercial Properties III Inc., formerly Shearson Lehman Commercial
Properties III, Inc. (see Item 10.  "Certain Matters Involving Affiliates of
Manhattan Beach Commercial Properties III Inc."), a Delaware corporation (the
"General Partner"), and an affiliate of Lehman Brothers Inc.

Manhattan Beach Commercial Properties III Depositary, Inc. (the "Assignor
Limited Partner"), formerly Shearson Lehman Commercial Properties III
Depositary, Inc. (see Item 10.  "Certain Matters Involving Affiliates of
Manhattan Beach Commercial Properties III Inc."), is the record owner of the
limited partnership interests, but the Unitholders are entitled to all the
economic and other substantive rights and interests of the underlying limited
partnership interests and are entitled to direct any voting of such limited
partnership interests.  A Unitholder, subject to certain conditions, may
convert his Units into limited partnership interests.

Purchase of the Property.  The Partnership was formed to acquire, own, lease
and ultimately sell a leasehold interest in the Radisson Plaza Hotel and Golf
Course (the "Property" or the "Hotel"), a 384-room, 287,965 square foot
commercial hotel and nine-hole executive golf course located on a 26.3 acre
site in the City of Manhattan Beach, Los Angeles County, California (the
"City").  The Property was acquired for a purchase price of $56,500,000 on
December 1, 1987 from Manhattan Beach Hotel Properties, Ltd., a California
limited partnership (the "Seller"), which developed the Property and opened it
for occupancy in January 1987.

The Hotel is operated subject to a license agreement with Radisson Hotels
International, Inc. ("Radisson").  Information regarding Radisson is
incorporated by reference to Note 5 "Real Estate Investments" of the Notes to
the Financial Statements contained in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1995, filed as an exhibit under
Item 14.  The Hotel is operated under a management agreement (the "Management
Agreement") with Manhattan Beach Management Company, an affiliate of Interstate
Hotels Corporation ("Interstate").  Details regarding the Management Agreement
are incorporated by reference to Note 6 "Hotel Management Agreement" of the
Notes to the Financial Statements contained in the Partnership's Annual Report
to Unitholders for the year ended December 31, 1995, filed as an exhibit under
Item 14.  The golf course is operated under a long-term operating agreement
with Radisson Golf Course Company, Inc., an unaffiliated party.

Ground Lease.  Information regarding the Ground Lease is incorporated by
reference to Note 5 "Real Estate Investments" of the Notes to the Financial
Statements contained in the Partnership's Annual Report to Unitholders for the
year ended December 31, 1995, filed as an exhibit under Item 14. 

The Management Agreement and Hotel Leases.  Incorporated by reference to Note 6
"Hotel Management Agreement" of the Notes to the Financial Statements contained
in the Partnership's Annual Report to Unitholders for the year ended December
31, 1995, filed as an exhibit under Item 14.

(b)	Financial Information About Industry Segments.  

The Partnership's sole business is to own and operate the Property.  All of the
Partnership's revenues, operating profit or loss and assets relate solely to
such industry segment.

(c)	Narrative Description of Business.  

The Partnership's principal objectives are to (i) provide quarterly cash
distributions, a portion of which are anticipated to be non-taxable due to
depreciation deductions, (ii) preserve and protect capital and (iii) achieve
long-term appreciation in the value of the Property for distribution upon sale.
There can be no assurance that any of such objectives will be achieved by the
Partnership.

Competition

Competition and information with respect to market conditions in the area where
the Partnership's Property is located is incorporated by reference to the
section entitled Message to Investors of the Partnership's Annual Report to
Unitholders for the year ended December 31, 1995, filed as an exhibit under
Item 14.

Employees

The Partnership's business is managed by the General Partner and the
Partnership has no employees.  The current hotel staff and other personnel are
employees of Interstate.  Information regarding Interstate is incorporated by
reference to Note 6 "Hotel Management Agreement" of the Notes to Financial
Statements contained in the Partnership's Annual Report to Unitholders for the
year ended December 31, 1995, filed as an exhibit under Item 14.


Item 2.  The Property

Incorporated by reference to Note 5 "Real Estate Investments" of the Notes to
Financial Statements and the Partnership's Annual Report to Unitholders for the
year ended December 31, 1995, filed as an exhibit under Item 14.


Item 3.  Legal Proceedings

Incorporated by reference to Note 8 "Litigation" of the Notes to Financial
Statements contained in the Partnership's Annual Report to Unitholders for the
year ended December 31, 1995, filed as an exhibit under Item 14.


Item 4.  Submission of Matters to a Vote of Security Holders 

No matters were submitted to a vote of the Unitholders at a meeting or
otherwise during the fourth quarter of the fiscal year for which this report
has been filed.


                                    PART II


Item 5.  Market for the Partnership's Limited Partnership interests and
Security Holder Matters

(a) Market Information.  There is no established public market in which the
Units are currently traded.

(b) Holders.  The number of Unitholders as of December 31, 1995 was 5,657. 

(c) Dividends.  No distributions were paid to Unitholders during the year ended
December 31, 1995.  A distribution in the amount of $1,395,000 or $0.20 per
Unit was paid to limited partners on February 1, 1996.  This distribution
represents a one-time distribution of 1995 annual cash flow and surplus
Partnership reserves, and does not indicate the reinstatement of regular cash
distributions.  The General Partner received a cash distribution of $14,091,
representing its 1% share of the distribution paid February 1, 1996.  No
distributions were declared payable to the General Partner for the year ended
December 31, 1994.  Cumulative distributions paid to Unitholders since the
Partnership's inception total $2.24 per Unit.  This amount includes $0.57 per
Unit paid to class member Unitholders (the "Settlement Class") pursuant to the
settlement of class actions brought against Shearson Lehman Hutton Inc., the
Partnership and other affiliated defendants (the "Settlement").  Such
distributions were drawn from the settlement fund (the "Settlement Fund")
established to pay such distributions to the Settlement Class.  The Settlement
Fund was exhausted with the payment of the fourth quarter 1992 distribution.
The ability of the Partnership to make future distributions will be dependent
upon the cash flow generated from Hotel operations and the adequacy of cash
reserves which, in the future, will be evaluated on an annual basis.  There
can be no assurance that future cash flow will be sufficient to fund
additional distributions.


Item 6.  Selected Financial Data

Incorporated by reference to the section entitled Financial Results Comparison
of the Partnership's Annual Report to Unitholders for the year ended December
31, 1995, filed as an exhibit under Item 14.


Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

The Hotel's operations improved during 1995 as a result of strengthening
conditions in the Los Angeles Airport hotel market.  The Hotel is dependent
primarily on business and leisure travel for its revenues.  The improved
profitability of the Hotel during the year is largely attributable to the 10.8%
increase in average room rate, which was achieved as a result of management's
efforts to reduce the volume of airline contracts and increase the number of
business and group guests at higher rates. 

At December 31, 1995, Manhattan Beach Hotel Partners, L.P. (the "Partnership")
had cash and cash equivalents of $4,414,032, including cash held at the
Property for working capital.  Cash increased by $1,616,854 from December 31,
1994, due to cash flow generated by operating activities.  Such cash balances
are expected to be sufficient to meet the anticipated cash requirements for
operations of the Partnership.  Restricted cash decreased to $187,464 at
December 31, 1995, compared to $270,489 at December 31, 1994.  The decrease in
1995 is due to expenditures related to the completion of a soft goods
renovation of the guest rooms.  Pursuant to the management agreement (the
"Management Agreement") with Manhattan Beach Management Company, an affiliate
of Interstate Hotel Corporation ("Interstate"), contributions to the account
for furniture, fixtures and equipment ("FF&E reserve account") will be made
over time to protect and maintain the value of the Partnership's Hotel.  

Accounts receivable increased to $992,941 at December 31, 1995 compared to
$906,721 at December 31, 1994.  Accounts payable and accrued liabilities
increased to $1,309,672 at December 31, 1995 compared to $1,291,771 at December
31, 1994.  The changes in both accounts receivable and accounts payable
primarily are due to the timing of payments.  Due to affiliates increased to
$2,400,138 at December 31, 1995 from $2,121,394 at December 31, 1994, primarily
due to the accrual of property management oversight fees for 1995.

A distribution in the amount of $1,395,000 or $0.20 per Unit was paid to
limited partners on February 1, 1996.  This distribution represents a one-time
distribution of 1995 annual cash flow and surplus Partnership reserves, and
does not indicate the reinstatement of regular cash distributions.  The ability
of the Partnership to make future distributions will be dependent upon the cash
flow generated from Hotel operations and the adequacy of cash reserves which,
in the future, will be evaluated on an annual basis.  There can be no assurance
that future cash flow will be sufficient to fund additional distributions.  

On February 13, 1996, based upon, among other things, the advice of Partnership
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partner adopted a
resolution that states, among other things, if a Change of Control (as defined
below) occurs, the General Partner may distribute the Partnership's cash
balances not required for its ordinary course day-to-day operations.  "Change
of Control" means any purchase or offer to purchase more than 10% of the Units
that is not approved in advance by the General Partner.  In determining the
amount of the distribution, the General Partner may take into account all
material factors.  In addition, the Partnership will not be obligated to make
any distribution to any partner, and no partner will be entitled to receive any
distribution, until the General Partner has declared the distribution and
established a record date and distribution date for the distribution.  The
Partnership filed a Form 8-K disclosing this resolution on February 26, 1996.

Results of Operations

1995 versus 1994
For the year ended December 31, 1995, the Partnership had net income of
$232,226, compared to a net loss of $245,012 for the year ended December 31,
1994.  The improvement in 1995 primarily is due to an increase in Hotel
Revenues, comprised of rooms, food and beverage, telephone and other
departmental income and Partnership interest income which was partially offset
by an increase in unallocated Hotel and Partnership operating expenses
including depreciation.

For the year ended December 31, 1995, the Hotel generated departmental income
of $7,618,135 compared to $6,985,451 for the year ended December 31, 1994.  The
9.1% increase in departmental income in 1995 is due to a increase in total
Hotel revenues as a result of higher room rates, higher food and beverage and
telephone revenues, which was partially offset by a slight increase in
departmental expenses.

For the year ended December 31, 1995, unallocated Hotel and Partnership
operating expenses, including depreciation, were $7,564,513  compared to
$7,287,878 for the corresponding period in 1994.  The increase primarily is due
to an increase in Hotel general and administrative expenses, which is largely
attributable to higher property insurance premiums at the Hotel in 1995
relative to 1994.  Also contributing to the increase were higher management
fees, Partnership general and administrative expenses and depreciation and
amortization costs.  Management fees increased due to higher gross sales on
which management receives a base percentage fee and higher incentive management
fees associated with Hotel performance.  Partnership general and administrative
expenses increased due to increased legal expenses regarding the settlement of
the lawsuit with Satellite Programming Services.  Depreciation increased due to
an increase in capitalized personal property. 

Total other income for the year ended December 31, 1995 increased to $178,604
from $57,415 for the year ended December 31, 1994, primarily due to higher
interest income attributable to higher cash balances and higher interest rates
earned during the year.  

The following summarizes the Hotel's performance for the twelve months ended
December 31 of the indicated years:

                                     1995          1994       % Change
Average Occupancy                    82.3%        85.5%         (3.7%)
Average Room Rate                   $77.58       $70.02         10.8%
Hotel Sales                    $13,835,896  $13,186,812          4.9%
Hotel House Profit              $4,013,122   $3,386,612         18.5%
Partnership Net Income (Loss)     $232,226    ($245,012)          *

*  This percentage change is not relevant since the Partnership recognized net
   income in 1995 compared to a net loss in 1994.

1994 versus 1993
For the year ended December 31, 1994, the Partnership had a net loss of
$245,012, compared to a net loss of $767,542 for the year ended December 31,
1993.  The improvement in 1994 primarily was due to an increase in departmental
income, comprised of rooms, food and beverage, telephone and other departmental
income, which was partially offset by an increase in unallocated hotel
operating expenses.

For the year ended December 31, 1994, the Hotel generated departmental income
of $6,985,451 compared to $6,353,439, for the year ended December 31, 1993.
The 9.9% increase in departmental income in 1994 was due to an increase in
total Hotel revenues, primarily from room revenues, as well as decreased
departmental expenses for food and beverage and other costs.

For the year ended December 31, 1994, unallocated Hotel and Partnership
operating expenses, including depreciation, were $7,287,878 compared to
$7,154,595 for the corresponding period in 1993.  The increase primarily was
due to an increase in Hotel general and administrative expenses, which is
largely attributable to an increase in insurance expense in 1994 relative to
1993 as a result of an adjustment made in 1993 for the self-insured employee
health insurance program which was terminated in 1992.  Also contributing to
the increase were higher costs for utilities and maintenance and increased
Hotel operating lease expenses.

Total other income for the year ended December 31, 1994 increased to $57,415
from $33,614 at December 31, 1993, primarily due to higher interest income and
no interest expense during 1994.  The increase in interest income primarily was
due to higher cash balances and higher interest rates during the year.  The
decrease in interest expense was due to the pay-off of a note payable due to
the Carlson Group in 1993.

The following summarizes the Hotels' performance for the twelve months ended
December 31 of the indicated years:

                                     1994            1993          % Change
Average Occupancy                   85.5%          81.75%              4.7%
Average Room Rate                  $70.02          $70.10             (0.1%)
Hotel Sales                   $13,186,812     $12,996,520              1.5%
Hotel House Profit             $3,386,612      $2,538,312             33.4%
Partnership Net Income (Loss)   ($245,012)      ($767,542)              68%


Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to Schedule III and the Partnership's Annual Report
to Unitholders for the year ended December 31, 1995, filed as an exhibit under
Item 14.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers.  The affairs of the
Partnership are conducted through the General Partner.  The names and ages of,
as well as the positions held by, the principal directors and officers of the
General Partner are set forth below.  All directors of the General Partner will
serve until the next meeting of the stockholders of the General Partner.  There
are no family relationships between any officers or directors. 

Certain officers of the General Partner are now serving (or in the past have
served) as officers or directors of entities which act as general partners of a
number of real estate limited partnerships which have sought protection under
the provisions of the Federal Bankruptcy Code.  The partnerships which have
filed bankruptcy petitions own real estate which has been adversely affected by
the economic conditions in the markets in which that real estate is located
and, consequently, the partnerships sought the protection of the bankruptcy
laws to protect the partnerships' assets from loss through foreclosure.

The Officers and/or Directors of the General Partner are as follows:

        Name                            Office

        Jeffrey C. Carter               President, Director and Chief
                                          Financial Officer
	Rocco F. Andriola		Director and Vice President
	Joseph Donaldson		Vice President

Jeffrey C. Carter, 50, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September 1988.
From 1972 to 1988, Mr. Carter held various positions with Helmsley-Spear
Hospitality Services, Inc. and Stephen W. Brener Associates, Inc. including
Director of Consulting Services at both firms.  From 1982 through 1987, Mr.
Carter was President of Keystone Hospitality Services, an independent hotel
consulting and brokerage company.  Mr. Carter received his B.S. degree in Hotel
Administration from Cornell University and an M.B.A. degree from Columbia
University.

Rocco F. Andriola, 37, is a Senior Vice President of Lehman Brothers in its
Diversified Asset Group.  Since joining Lehman Brothers in 1986, Mr. Andriola
has been involved in a wide range of restructuring and asset management
activities involving real estate and other direct investment transactions.
From 1986-89, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman Brothers, Mr. Andriola practiced corporate and
securities law at Donovan Leisure Newton & Irvine in New York.  Mr. Andriola
received a B.A. degree from Fordham University, a J.D. degree from New York
University School of Law, and an LL.M degree in Corporate Law from New York
University's Graduate School of Law.

Joseph Donaldson, 32, serves as a Vice President of Lehman Brothers in its
Diversified Asset Group and has held such position since November 1990.  From
October 1988 to October 1990, Mr. Donaldson held the position of Assistant
Manager with the Internal Audit Department of Citibank's Investment Bank.
Prior to that, Mr. Donaldson was employed with Price Waterhouse and Company.
Mr. Donaldson received a B.B.A. in accounting from the University of Georgia
and is a Certified Public Accountant.  

Certain Matters Involving Affiliates of Manhattan Beach
Commercial Properties III Inc.:
On July 31, 1993, Shearson Lehman Brothers Inc. ("Shearson") sold
certain of its domestic retail brokerage and asset management businesses to
Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney").  Subsequent to
this sale, Shearson changed its name to Lehman Brothers Inc.  The transaction
did not affect the ownership of the Partnership's General Partner.  However,
the assets acquired by Smith Barney included the name "Shearson."
Consequently, the Shearson Lehman Commercial Properties III, Inc. general
partner changed its name to Manhattan Beach Commercial Properties III Inc.;
Shearson Lehman Commercial Properties III Depositary, Inc, the Assignor Limited
Partner, changed its name to Manhattan Beach Commercial Properties III
Depositary, Inc.; and the name of the Partnership was changed to Manhattan
Beach Hotel Partners, L.P. to delete any reference to "Shearson."


Item 11.  Executive Compensation

All of the directors and executive officers of the General Partner are
employees of Lehman.  They do not receive any salaries or other compensation
from the Partnership.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)     Security ownership of certain beneficial owners.  To the knowledge of
        the General Partner, no person owns more than 5% of the outstanding
        Units.

(b)     Security ownership of management.  No director or executive officer of
        the General Partner owns any of the outstanding Units.

(c)     Changes in control.  No changes of control of the Partnership occurred
        in 1995.


Item 13.  Certain Relationships and Related Transactions

Incorporated by reference to Note 3 "Partnership Agreement," and Note 4
"Transactions with Related Parties" of the Notes to Financial Statements
contained in the Partnership's Annual Report to Unitholders for the year ended
December 31, 1995, filed as an exhibit under Item 14.


                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

	(a)(1)  	Financial Statements:

                        Report of Independent Accountants  (1)

                        Balance Sheets - At December 31, 1995 and 1994  (1)

                        Statements of Operations - For the years ended
                        December 31, 1995, 1994 and 1993  (1)

                        Statements of Partners' Capital - For the years ended
                        December 31, 1995, 1994 and 1993  (1)

                        Statements of Cash Flows - For the years ended
                        December 31, 1995, 1994 and 1993  (1)

                        Notes to Financial Statements  (1)


(1)  Incorporated by reference to the Partnership's Annual Report to
     Unitholders for the year ended December 31, 1995, which is filed as an
     exhibit under Item 14.

(b)  Financial Statement Schedules:  Independent Accountant's Report on
     Schedule III - Real Estate and Accumulated Depreciation.

     Exhibits:  See Exhibit Index contained herein.

(c)  Reports on Form 8-K:  No reports on form 8-K were filed in the fourth
     quarter of the calendar year 1995.


                                 Exhibit Index
Exhibit Number

   3.1   Amended and Restated Agreement of Limited Partnership of the
         Registrant, as amended  (included as, and incorporated herein by
         reference to, Exhibit 3.1 of the Registrant's 1988 Annual Report on
         Form 10-K filed on May 17, 1989).**

  10.1   Depositary Agreement between the Registrant and Shearson Lehman
         Commercial Properties Depositary III Inc., as Assignor Limited Partner
         (included as, and incorporated herein by reference to Exhibit 10.3 to
         the Registration Statement*).**

  10.2   Purchase Agreement, as amended, relating to the acquisition of the
         Registrant's hotel property (included as, and incorporated herein by
         reference to Exhibit 10.4 to the Registration Statement*).**

  10.3   Hotel Sublease, as amended (included as, and incorporated herein by
         reference to Exhibit 10.3 of the Registrant's 1988 Annual Report on
         Form 10-K filed on May 17, 1989).**

  10.4   Hotel Ground Lease and Related Amendments (included as, and
         incorporated herein by reference to Exhibit 10.6 to the Registration
         Statement*).**

   10.5  Radisson License (included as, and incorporated herein by reference to
         Exhibit 10.7 to the Registration Statement*).**

   10.6  License Agreement between Radisson Hotel Corporation and the
         Registrant (included as, and incorporated herein by reference to
         Exhibit 10.8 to the Registration Statement*).**

   10.7  Guaranty of the Sublease (included as, and incorporated herein by
         reference to Exhibit 10.9 of the Registration Statement*).**

   10.8  Accounting Services Agreement between the Registrant and Boston Safe
         Deposit and Trust Company (included as and incorporated herein
         by reference to Exhibit 10.8 of the Registrant's 1988 Annual
         Report on Form 10-K filed May 17, 1989).**

   10.9  Investor Services Agreement between the Registrant and Boston Safe
         Deposit and Trust Company (included as, and incorporated herein by
         reference to the Registrant's 1988 Annual Report on Form 10-K filed
         May 17, 1989).**

   10.10 Sublease Agreement, dated October 2, 1989, between Manhattan Beach
         Hotel Properties, Ltd., U.S. Hotel Properties Corporation, and Horst
         Osterkamp, (collectively, the "Sublessor"), and Kentucky Hospitality
         Employer, Inc., (the "Sublessee") (included as, and incorporated
         herein by reference to the Registrant's 1989 Annual Report on Form
         10-K filed March 14, 1990.**

   10.11 Credit Agreement, dated September 1989, between the Registrant and
         Carlson Hospitality Group, Inc. (included as, and incorporated herein
         by reference to the Registrant's 1989 Annual Report on Form 10-K filed
         March 14, 1990.**

   10.12 Management Agreement, dated January 3, 1991, between the Registrant
         and Interstate Hotels Corporation incorporated herein by reference to
         Exhibit 10.12 of the Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1990.**

   10.13 Form of the Settlement Agreement dated August 27, 1990 between the
         Partnership and class members incorporated herein by reference.**

   10.14 Management Agreement, dated January 3, 1992, between the Registrant
         and Interstate Hotels Corporation incorporated herein by reference to
         Exhibit 10.14 of the Registrant's Annual Report on Form 10-K for the
         year ended December 31, 1991.**

    13.1 Annual Report to the Unitholders for the year ended December 31, 1995.

    27.1 Financial Data Schedule
------------------------------
*       References to the "Registration Statement" are to the Registrant's
        Registration Statement on Form S-11 (File No.  33-17274).

**      Previously filed.


                                   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.



					MANHATTAN BEACH HOTEL PARTNERS, L.P.

                                     BY:     Manhattan Beach
                                             Commercial Properties III Inc.
                                             General Partner





Date:  March 29, 1996
                                     BY:             s/Jeffrey C. Carter/
                                     Name:           Jeffrey C. Carter
                                     Title:          President, Director and
                                                     Chief Financial Officer







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.


                             MANHATTAN BEACH COMMERCIAL PROPERTIES III INC.
                             General Partner


Date:  March 29, 1996
                                  BY:             s/Jeffrey C. Carter/
                                  Name:           Jeffrey C. Carter
                                  Title:          President, Director and
                                                      Chief Financial Officer


Date:  March 29, 1996
                                  BY:             s/Rocco F. Andriola/
                                  Name:           Rocco F. Andriola
                                  Title:          Director and Vice President


Date:  March 29, 1996
                                  BY:             s/Joseph Donaldson/
                                  Name:           Joseph Donaldson
                                  Title:          Vice President