SECURITIES AND EXCHANGE COMMISSION 
              Washington, D.C. 20549

                     FORM 10-K

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
        For fiscal year ended December 31, 1996
                        
             Commission file number 0-8779
   
                  TEECO PROPERTIES L.P.
  (Exact name of registrant as specified in its charter)

Delaware                                          13-2954060 
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

520 Madison Avenue, New York, NY                       10022 
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area (212) 715-0300

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

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

            Units of Limited Partnership Interest
                      (Title of Class)

     Indicate by check marks 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 [  ]       

     Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (Section
229.405 of this chapter) is not contained herein, and
will not be contained, to the best of 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 ]

     The aggregate market value of the voting units
held by non-affiliates of the registrant is not available
to registrant due to insufficient activity.  At February
21, 1997 there were 6,479,516 units outstanding.  Market
quotations on the units were deleted from the National
Association of Securities Dealers Automated Quotation
System in January 1990 due to an insufficient number of
market makers.    
          Documents Incorporated by Reference
                          None

<PAGE>
Page 2
PART I

Item 1.   Business

     Teeco Properties L.P. (the "Partnership")
commenced its business operation on October 1,
1978.  The Partnership was formed pursuant to the
Plan of Complete Liquidation and Dissolution (the
"Plan") of Tishman Liquidating Corporation
(formerly Tishman Realty & Construction Co., Inc.)
("TLC").  TLC had been engaged for many years in
the development, construction and ownership of
office buildings.  The Partnership's principal
objective is to sell or otherwise dispose of the
real properties and other assets it acquired
pursuant to the Plan and distribute the proceeds to
its holders of units.  As of December 31, 1996 the
Partnership has disposed of all its non-liquid
assets.

Pursuant to the Plan, which was approved by TLC's
shareholders at the  November 1977 Combined Annual
and Special Meeting of Shareholders, on September
30, 1978, TLC transferred all of its remaining
assets to the Partnership in exchange for units
representing substantially all of the outstanding
interests in the Partnership.  On September 30,
1978, TLC assigned to its shareholders a one-unit
interest in the Partnership for each share of TLC
Common Stock held of record as of the close of
business on September 29, 1978, after giving effect
to trading on that date.  Trading in TLC's Common
Stock ceased and TLC's stock transfer books were
permanently closed at such date. 

In October, 1979 at a Special Meeting of the
Partners (the "Special Meeting") the Partners
approved (i) the contract of sale (the "Sale
Agreement") entered into in June, 1979 for the
purchase by Lazard Realty, Inc., (the "Purchaser"),
acting on behalf of a group of investors, of all
the partnership's interest in two office buildings,
in New York City and three land assemblages in New
York City, Chicago and Stamford (collectively, the
"Sale Properties").  Robert V. Tishman and Jerry I.
Speyer, two of the General Partners of the
Partnership, were appointed to direct the
development of the three land assemblages for the
Purchaser and have an equity interest in these
properties, and (ii) an amendment to the Limited
Partnership Agreement to provide that the
Partnership would not be dissolved upon the sale or
other disposition of all or substantially all of
the Partnership's assets.  Pursuant to the approval
of the Partners at the Special Meeting, the
Partnership has taken the following actions:

1.   Completed the sale on December 12, 1979 to
Purchaser.  In this transaction and a related
transaction with the owner of the mortgage on the 
Partnership's interest in the 666 Fifth Avenue, New
York building, the Partnership received net

<PAGE>
Page 3
PART I

proceeds from the sale of assets, before expenses,
of approximately $80,379,000, consisting of
approximately $76,700,000 in cash above existing
mortgages and $3,679,000 net carrying value of
interests in mortgages on the 666 Fifth Avenue
building and a land assemblage on Madison Avenue in
New York City. The Purchaser took title subject to
existing mortgages other than the $2.5 million
second mortgage on the 919 Third Avenue, New York
property which was paid by Teeco at the closing. 
The properties were transferred subject to certain
other liabilities, including ground lease in effect
at the time of closing.

2.   Distributed $6.50 per unit on December 27,
1979 and $5.00 per unit on January 7, 1980.

3.   Amended the Limited Partnership Agreement to
provide that the Partnership shall not be dissolved
upon the sale or other disposition of all or
substantially all of the Partnership's assets.

     During 1979, the Partnership sold its
interests in (i) two apartment complexes located in
suburbs of Atlanta, Georgia for $800,000 cash above
existing mortgages to limited partnerships with
which Alan V. Tishman, a brother of Robert V.
Tishman and formerly Executive Vice President of
TLC, is affiliated, (ii) a 50,000 square foot plot
of vacant land in downtown New York City to the
mortgage lender for the property, for no
consideration other than assumption of liability,
and (iii) the leasehold interest in a parcel of
land located in the vicinity of the Los Angeles
Airport in California, to The Equitable Life
Assurance Society of the United States
("Equitable") for $850,000 cash.  This parcel had
been subleased from Equitable in connection with
the sale by TLC of various property interests to
Equitable pursuant to the Plan of Liquidation in
November 1977.  At the time of sale of the sublease
the amount of prepaid rent related thereto was
approximately $600,000.

     In January, 1980 the Partnership entered into
a settlement agreement with an unaffiliated third
party with respect to certain mortgages receivable
in the principal amount of $969,000 on a land
assemblage on Third Avenue between 52nd and 53rd
streets in New York City.  Teeco received
$1,100,000, thus realizing an amount approximately
$629,000 greater than the net carrying value of
such mortgages.

     In December, 1980 the Partnership sold a
second mortgage held on Horizon House, Fort Lee,
New Jersey to H & H Associates, an unaffiliated New
York partnership.  The selling price was
$10,200,000 consisting of $1,000,000 cash and a
$9,200,000 promissory note payable on the earlier

<PAGE>
Page 4
PART I

of (i) the date of satisfaction of the mortgage, or
(ii) September 30, 1984.  Teeco realized an amount
approximately $7,698,000 greater than the net
carrying value of the mortgage but approximately
$185,000 less than the original principal amount
including accrued interest.  The Partnership
recognized the profit on this transaction as the
sale price was collected using the installment
method.  The Partnership recognized a gain of
$755,000 in 1980 and the balance in January 1981
when the property was sold and the mortgage
satisfied.

     During 1980, the Partnership declared cash
distributions aggregating $1.00 per unit, of which
$.80 per unit was paid in 1980 and $.20 per unit
paid on January 26, 1981.

     During 1981, the Partnership declared cash
distributions aggregating $1.30 per unit, of which
$1.20 per unit was paid in 1981 and $.10 per unit
paid on January 25, 1982.

     During 1982, the Partnership sold for $224,000
cash, its interest in a parcel of land located in
Los Angeles, California and realized a profit of
approximately $152,000.

     From 1982 through 1987, the Partnership
declared cash distributions aggregating $.40 per
unit in each year, of which $.30 per unit was paid
in each of the respective years and $.10 per 
unit in January of the following year.

     During 1988, the Partnership declared cash
distributions aggregating $.20 per unit and $.30
per unit was paid which includes $.10 cash
distribution declared and accrued in December,
1987.  Further distributions have been suspended
until such time as it can be determined that the
Partnership's net worth is sufficient to meet its
exposure under various pending litigations, etc.

     Effective January 1, 1986, all the employees
(5) of the Partnership have been transferred to the
payroll of Tishman Speyer Properties, a Partnership
in which Tishman Speyer Properties, Inc., is the
only general partner of which Mr. Jerry I. Speyer
is currently the sole stockholder.  Tishman Speyer
Properties will allocate costs based on utilization
of services of such employees who spend at least a
portion of their time on the business affairs of
the Partnership.  The amount of time which such
employees spend on the business of the Partnership
will decrease as the Partnership disposes of its
assets.

Item 2.   Properties

     The Partnership has no remaining non-liquid
assets.

<PAGE>
Page 5
PART I

Item 3.   Legal Proceedings and Contingent
Liabilities

     There are no material pending legal
proceedings, other than ordinary routine litigation
incidental to the business, to which the
Partnership or any of its subsidiaries is a party
or of which any of their property is the subject,
except the following.

     The most material of the Partnership's
liabilities are litigations and other contingent
liabilities of TLC for which the Partnership is
contingently liable.  In connection with its
liquidation, TLC established a reserve fund for
certain fixed and contingent liabilities which
during the period from October 1, 1992 to February
11, 1993 was substantially exhausted and TLC was
then liquidated.  In accordance with the agreement
under the Plan, the Partnership will pay any
remaining TLC liabilities.  Such agreement states,
however, that none of the Partners of the
Partnership shall be personally liable for any of
the liabilities or obligations incurred by the
Partnership under such agreement (see discussion at
the end of this Item for potential liabilities of
the partners).

TLC Litigation

     The Partnership has no material pending legal
proceedings except the following:

     An informal claim has been asserted against
TLC as a guarantor of the alleged obligations of a
dissolved subsidiary of TLC to advance or
contribute up to $11,125,000 to a joint venture
formed to develop the building at 1166 Sixth Avenue
and certain other properties.  Counsel to TLC in
the litigation believes that the maximum amount
that TLC was required to contribute was $6,125,000
and that in any event, prior advances substantially
in excess of $11,125,000 fully satisfied its
obligation to make advances to the joint venture.

     TLC has been named as one of many defendants
in numerous law suits brought between November 1989
and February 1997 by persons who allege injuries
from exposure to asbestos at various work sites,
including some at  which predecessors of TLC were
involved in construction activities.  Management of
the Partnership believes, based in part upon the
advice of counsel, including the experience of
similar cases, that while the cost of resolving
these cases could be material in relation to the
assets of the Partnership, the resources of the
Partnership, including insurance coverage, will be
sufficient to cover the costs of resolving these
cases and possible unasserted claims.

<PAGE>
Page 6
PART I

Provision for Liabilities

     Under state law, the Partnership is required,
prior to making any distribution to Unitholders, to
pay or adequately provide for the payment of its
liabilities.  The Partnership had also agreed with
TLC that prior to distributing the proceeds of sale
of any material assets of the Partnership the
Partnership will, to the extent reasonably required
at the time of such distribution and taking into
account the remaining assets of the Partnership,
set aside reserves for the payment of the
liabilities of the Partnership, including those
liabilities of TLC assumed by the Partnership.

     The Partnership has established a reserve fund
for contingent liabilities to supplement the TLC
reserve fund which had been exhausted during the
period from October 1, 1992 to February 11, 1993. 
Based on (i) opinions of counsel received by the
Partnership and TLC, regarding certain of the
litigations to which TLC and/or the Partnership is
a party, (ii) reports from counsel regarding 
the status of other litigations, and (iii) the 
General Partners' evaluation of the potential for
additional claims based on prior business
operations of TLC, the General Partners believe
that the amount in the fund taken together with the
other remaining assets of the Partnership will be
an adequate provision for the liabilities of the
Partnership.  

However, in view of the contingent nature of such
liabilities, the General Partners cannot be certain
of the sufficiency of the fund established for
these liabilities.  The reserve fund of the
Partnership may be used to indemnify former
officers and directors of TLC and/or General
Partners of the Partnership.

     If the reserve fund of the Partnership and the
remaining assets of the Partnership were inadequate
to provide for the liabilities of the Partnership,
the Unitholders of the Partnership could be
obligated to pay these liabilities to the following
extent: (i) depending on the resolution of certain
unresolved legal questions, Unitholders could be
liable for the return of distributions received
from the Partnership and (ii) if as a result of
participation in the management of the Partnership,
a Limited Partner is treated as a general partner
of the Partnership, such Limited Partners would be
generally liable for Partnership obligations, which
could be satisfied out of such Unitholder's
personal assets, except to the extent that the
liability for such obligation is limited by
agreement to the assets of the Partnership.  The
sale agreement with the Purchaser and other
material agreements of the Partnership contain such
a limitation.

<PAGE>
Page 7
PART I

Possible Liability for Return of Distributions

     Under the Delaware Limited Partnership Act, a
limited partner may not receive a return of any
part of his contribution unless, among other
things, the remaining assets of the partnership are
sufficient to pay all the liabilities of the
partnership, excluding certain liabilities to
partners.  Messrs. Fried, Frank, Harris, Shriver &
Jacobson have advised the Partnership that while
there is no authority directly on point, it appears
that these provisions also apply to distributions
to holders of interests in a limited partnership
who have not been admitted as limited partners. 
The Partners' contributions to the Partnership were
made in the form of a transfer of assets by TLC to
the Partnership in exchange for all the outstanding
Units.  The Partnership's Certificate of Limited
Partnership (the "Certificate") states that the
agreed value of the property contributed to the
Partnership by TLC is equal to the excess of the
amount at which such property was initially
recorded on the books of the Partnership over the
amount at which the liabilities of the Partnership
were initially recorded on its books.  Based on
this provision in the Certificate, the Partners'
contribution would equal approximately $2.21 per
unit, which was the total Partners' Equity per Unit
as reflected in the Consolidated Balance Sheet of
the Partnership and Subsidiary Companies at October
1, 1978.  The total Partners' Equity at December
31, 1996 is $.07 per Unit.  Accordingly, counsel
has advised the General Partners that if the
Partners' contributions are determined on the basis
provided in the Certificate, distributions of $2.14
per unit made to Unitholders on or before December
31, 1996 and a portion of the distributions
subsequent to December 31, 1996 will be treated as
a return of the Partners' contribution to the
Partnership.  Such counsel have also advised the
General Partners, however, that it is uncertain
whether the assets of a partnership are valued at
book value or fair market value for purpose of
determining whether a distribution is a return of
the Partners' contribution.  If the amount of the
Partners' contribution was determined on the basis
of the fair market value of the Partnership's
assets at the time such assets were transferred to
the Partnership, it is likely that an additional
portion of the distribution made following the
closing of the sale of Partnership assets would be
treated as a return of the Partners' contribution. 
The precise amount that would be treated as a
return of the Partners' contribution would depend
on fair market value of the Partnership's assets at
the time of the transfer from TLC and the fair
market value of the partnership's remaining assets
following the sale of assets and the distribution
to Unitholders.

<PAGE>
Page 8
PART I

Possible Liability as General Partners

     Limited Partners are generally not liable for
the debts or losses of a limited partnership beyond
the amount of their capital contributions.  Under 
the Partnership Agreement, the General Partners are
vested with exclusive authority to manage and
conduct the business and affairs of the Partnership
and Limited Partners are entitled to vote only in
limited circumstances.  The Partnership has
received an opinion from its Delaware counsel that
under Delaware Law the existence and exercise of
rights granted to the Limited Partners in the
Certificate, including the right to vote on the
sale of assets and amendment to the Partnership
Agreement, will not cause the Limited Partners to
be treated as partners of the Partnership.  Any
General Partner acting alone may amend the
Partnership Agreement and the Certificate to add
additional matters material to the business of the
Partnership which a General Partner may submit to
a vote of the Partners in the event of disagreement
among the General Partners, provided that such
General Partners obtains an opinion of counsel that
neither the existence nor the exercise of such
voting rights will cause the Limited Partners to be
liable as a general partner for the debts of the
Partnership.

     There is uncertainty as to whether Limited
Partners exercising the powers granted to the
Limited Partners by the Partnership Agreement,
including the right to vote on the proposed sale of
assets and amendment to the Partnership Agreement
could, under certain circumstances, be treated as
general partners under the laws of jurisdictions
other than Delaware in which the Partnership
conducts business.  If Limited Partners were deemed
to be general partners, they would be generally
liable for Partnership obligations, which could be
satisfied out of their personal assets.  The
Partnership has, however, followed a general policy
of providing in all its material agreements,
including the Partnership's conditional agreement
and the Sale Agreement with the Purchaser, to pay
the liabilities of TLC and that the Partners shall
not be personally liable for the Partnership's
obligation under such agreements.  Accordingly,
counsel has advised that a Limited Partner who is
deemed to be a general partner would not be
personally liable for such obligations of the
Partnership.  However, counsel had advised the
General Partners that such a partner could, if
assets of TLC were deemed to have been transferred
to the Partnership without fair consideration, be 
liable to creditors of TLC up to the amount by
which the value of the assets of the Partnership at
the time of the initial transfer of assets of TLC
to the Partnership exceeds the value of the assets
of the Partnership at the time they become
available to such creditors.  Counsel has advised
the Partnership that whether fair consideration has
been given in a particular case is a question of
fact.  In their opinion it is unlikely, however,
that the transfer of assets to the Partnership
would be deemed to be without fair consideration

<PAGE>
Page 9
PART I

since, in view of the Partnership's agreement to
pay the liabilities of TLC, the transfer did not
diminish the assets available to satisfy the claims
of creditors of TLC and, at the time the assets
were transferred, the Partnership did not have any
liabilities other than those assumed from TLC. 
Therefore, counsel has advised that it is unlikely
that a Limited Partner of the Partnership who is
deemed to be a general partner would have any
liability to creditors of TLC in excess of
distributions received by such partner from TLC and
the Partnership (plus interest).

     Under the Delaware Limited Partnership Act,
even if the General Partners were deemed to have
sufficiently provided for the Partnership's
liabilities by the establishment of a reserve fund,
a Unitholder receiving a distribution could be 
liable for a period of one year thereafter for 
the return of the distribution to the extent
necessary to discharge the Partnership's
liabilities to creditors who extend credit or
whose claims arose prior to such distribution, 
including any liabilities in respect of litigations
and other contingent obligations of TLC, if the 
distribution were deemed to have been a return of
all or part of his contribution and subsequent
distributions diminished the reserve fund to an 
amount insufficient to pay all the Partnership's
liabilities.  Counsel has also advised the General
Partners that while there is no authority directly
on point, it appears that this provision would also
apply to distributions to holders of interests in
a partnership who have not been admitted as limited
partners.

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

     None

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Page 10
PART II

Item 5.   Market for Registrant's Common Stock and
Related Security Holders Matters
     
     Units of limited partnership interest are
traded on the Over-the-Counter Bulletin Board
System under the symbol 3TPLPZ.  As of February 21,
1997, the Partnership has 1,226 Unitholders of
record.  Market quotations of the units were
deleted from the National Association of Securities
Dealers Automated Quotation System in January 1990
due to an insufficient number of market makers.                       

     The price range information for 1995 and 1996
is not available to registrant due to insufficient
activity.

     During 1995 and 1996, there were no
distributions declared.

     Holders of units who elected to be admitted as
limited partners must satisfy all conditions set
forth in the Limited Partnership Agreement.  Such
conditions include, among others, the written
acceptance of all provisions of the Limited
Partnership Agreement and the consent of a majority
of the General Partners.  Future distributions by
the Partnership are suspended until such time as it
can be determined that the Partnership's net worth
is sufficient to meet its exposure under various
pending litigations. 

<PAGE>
Page 11
PART II
<TABLE>
Item 6.   Selected Financial Data

                                         Year Ended December 31,
                             ----------------------------------------------
                                   
                             1996      1995       1994      1993      1992
                             ----      ----       ----      ----      ----
                                   (In Thousands, Except per unit data)
<S>                           <C>       <C>        <C>       <C>       <C>
Net (loss)                  $(285)    $(290)     $(282)    $(493)    $(315)
                            ======    ======     ======    ======    ======
  
Net (loss) attributable to:   
General Partners            $  -0-    $  -0-     $  -0-    $(  1)    $(  3)
Limited Partners             (285)     (290)      (282)     (492)     (312)
                            ------    ------     ------    ------    ------
Net (Loss)                  $(285)    $(290)     $(282)    $(492)    $(315)
                            ======    ======     ======    ======    ======


Per Partnership Unit
(based on 6,479,516 units):
Net (loss)                  $(.0440)  $(.0448)   $(.0435)  $(.0761)  $(.0486)
                            ========  ========   ========  ========  ========
Cash distribution paid      $  -0-    $  -0-     $  -0-    $  -0-    $ -0-     
                            ========  ========   ========  ========  ========
Total assets                $  510    $  821     $1,089    $1,442    $1,909 
                            ========  ========   ========  ========  ========
</TABLE>

<PAGE>
Page 12
PART II

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

Introduction and History

  The Partnership commenced its business
operations on October 1, 1978.  The Partnership was
formed pursuant to the Plan of Complete Liquidation
and Dissolution of Tishman Liquidating Corporation
(formerly Tishman Realty & Construction Co., Inc.). 
TLC had been engaged for many years in the
development, construction and ownership of office
buildings.  The Partnership's principal objective
is to sell or otherwise dispose of the real
properties and other assets it acquired pursuant to
the Plan and distribute the proceeds to its holders
of units.

  Pursuant to the Plan, which was approved by
TLC's shareholders at the Combined Annual and
Special Meeting of Shareholders held on November 7,
1977, on September 30, 1978 TLC transferred all of
its remaining assets to the Partnership in exchange
for units representing substantially all of the
outstanding interests in the Partnership.  On
September 30, 1978, TLC assigned to its
shareholders a one-unit interest in the Partnership
for each share of TLC Common Stock held of record
as of the close of business on September 29, 1978,
after giving effect to trading on that date. 
Trading in TLC's Common Stock ceased and TLC's
stock transfer books were permanently closed at
such date.

  Effective February 11, 1993, the shareholders
and the Board of Directors of TLC approved the
liquidation of TLC.

  On May 14, 1993, following the retirement of
Robert V. Tishman as General Partner of the
Partnership, the remaining General Partners then
authorized the dissolution of the Partnership
pursuant to Article 16 of the Limited Partnership
Agreement.  On June 30, 1993 all the remaining
assets of the Partnership were to be transferred to
a Liquidating Trust (the "Liquidating Trust"), and
the Trustees of the Liquidating Trust, acting
solely in their fiduciary capacity as Trustees,
were to assume all liabilities of the Partnership. 
Upon such transfer to the Liquidating Trust, the
Partnership was to close its Unit transfer books;
and was to request the National Quotation Bureau,
Inc. to cease carrying quotations of the Units.

  All Unitholders of the Partnership were to be
deemed beneficial owners (the "Beneficiaries") of
a pro rata share of the aggregate beneficial
interest of the Liquidating Trust (the "Beneficial
Interest").  The Beneficial Interests were to be
non-transferable except by will, intestate
succession or operation of law.

  On June 30, 1993, after further consideration,
the general partners determined that it is in the
best interest of the Partnership and the
Unitholders to continue the dissolution and

<PAGE>
Page 13
PART II

liquidation of the Partnership in partnership form. 
Therefore, the Partnership will continue to
maintain its Unit transfer books and the Units will
continue to be registered under the Securities Act
of 1933 and the Securities Exchange Act of 1934.

Results of Operations

  Interest income amounted to $18,000 (1996),
46,000 (1995), and $43,000 (1994) .  The interest
income has been generated from cash available for
investment purposes.  There has been less
cash available for each of the three years ended
December 31, 1996.  Interest income is reflective
of a lower interest rate environment in 1996 and
1994 relative to 1995.

  General and administrative expenses amounted
to $303,000(1996), $336,000(1995) and 
$329,000(1994).  The 1996 expense reflects the 
effects of the limited activity of Partnership. 
The decrease in such expenses is principally due 
to an decrease in legal, professional, 
administrative and other costs incurred to wind 
up the business affairs of the Partnership.  

Financial Condition

  As indicated in the Consolidated Financial
Statements, Partners' Equity at December 31, 1996
aggregated $423,000.  The Partnership's remaining
equity, however, may not be realized in its
entirety due to one or more of the following:

  (a)    Certain sundry assets will not be
         ultimately realized in cash.

  (b)    The Partnership has an obligation to pay
         any liabilities which ultimately arise
         from the various contingencies described
         in Item 3 (Legal Proceedings and
         Contingent Liabilities) of this report. 
         Management is unable, at this time, to
         predict the extent, if any, to which the
         Partnership may be required to pay such
         liabilities.


Summary

  It is in the opinion of management that all of
the Partnership assets which had market values in
excess of the carrying values reflected in the
financial statements have been disposed of.  Future
distributions by the Partnership are suspended
until such time as it can be determined that the
Partnership's net worth is sufficient to meet its
exposure under various pending litigations.

Item 8.  Financial Statements and Supplementary Data

  The response to this Item is submitted in a
separate section of this report.

<PAGE>
Page 14

            ANNUAL REPORT ON FORM 10-K

             ITEM 8 AND ITEM 14(a)(1) 

    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           LIST OF FINANCIAL STATEMENTS

           YEAR ENDED December 31, 1996
  
   TEECO PROPERTIES L.P. (A LIMITED PARTNERSHIP)

                NEW YORK, NEW YORK

<PAGE>
Page 15
FORM 10-K--ITEMS 8 AND 14 (a) (1) 

TEECO PROPERTIES L.P. (A LIMITED PARTNERSHIP)

INDEX OF FINANCIAL STATEMENTS


The following consolidated financial statements 
of Teeco Properties L.P. (A Limited Partnership) 
and subsidiaries are included in Item 8:

Consolidated balance sheets--December 31, 1996 and 1995 ...............14
Consolidated statements of operations--Years ended
  December 31, 1996, 1995 and 1994.....................................15
Consolidated statements of partners' equity--Years
  ended December 31, 1996, 1995 and 1994...............................16
Consolidated statements of cash flows
  --Years ended December 31, 1996, 1995 and 1994.......................17
Notes to consolidated financial statements --
  December 31, 1996 ...................................................18



All schedules for which provision is made in the
applicable accounting regulation of the Securities
and Exchange Commission are not required under the
related instructions or are inapplicable, and
therefore have been omitted.

<PAGE>
Page 16
REPORT OF INDEPENDENT AUDITORS

To The Partners
Teeco Properties L.P.
(A Limited Partnership)

We Have audited the accompanying consolidated
balance sheets of Teeco Properties L.P. and 
subsidiaries (the "Company") as of 
December 31, 1996 and 1995, and the related 
consolidated statements of operations, partners' 
equity and cash flows for each of the three years 
in the period ended December 31, 1996. These 
financial statements are the responsibility of 
the Company's management. Our responsibility is 
to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with
generally accepted auditing standards.  Those
standards require that we plan and perform the
audit to obtain reasonable assurance about whether
the financial statements are free of material
misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit
also includes assessing the accounting principles
used and significant estimates made by management,
as well as evaluating the overall financial
statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial
statements referred to above present fairly, in all
material respects, the consolidated financial
position of the Company at December 31,
1996 and 1995, and the consolidated results of
their operations and their cash flows for each of
the three years in the period ended December 31,
1996, in conformity with generally accepted
accounting principles.



                           /s/ ERNST & YOUNG LLP

New York, New York                                             
January 29, 1997

<PAGE>
Page 17
CONSOLIDATED BALANCE SHEETS--Notes A and B
[CAPTION]

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>

                                                          December 31,     
                                                    -----------------------
                                                        1996       1995
                                                        ----       ----
                                                         (In thousands)       
<S>                                                      <C>        <C>
ASSETS

Cash, including short-term interest bearing    
 certificates of deposit of $104,000 and       
 $600,000 in 1996, and 1995 respectively              $  446     $  738

Other receivables                                          1          1

Sundry other assets--Note C                               63         82
                                                      ------     ------        
        TOTAL ASSETS                                  $  510     $  821
                                                      ======     ======
LIABILITIES AND PARTNER'S EQUITY

Accounts payable, accrued expenses and
 sundry liabilities--Note D, representing
 total liabilities                                    $   87     $  113 
                                                      ------     ------
Partner's equity--Notes B, E, and F
 General partners -- 200 units                             -          -

 Limited partners -- 6,479,316 units                     423        708         
                                                      ------     ------
        TOTAL PARTNER'S EQUITY                           423        708
                                                      ------     ------
Contingencies and other
comments--Note F                                                                
        TOTAL LIABILITIES AND PARTNER'S EQUITY        $  510     $  821
                                                      ======     ======
</TABLE>
See notes to consolidated financial statements.
   
<PAGE>
Page 18
CONSOLIDATED STATEMENTS OF OPERATIONS--Notes A and B
[CAPTION]

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>

                                              Year Ended December 31,
                                            --------------------------
                                            1996       1995       1994
                                            ----       ----       ----
                               (In Thousands, Except Per Partnership Unit Data)
<S>                                          <C>        <C>        <C>
Interest income principally from
  certificates of deposit                  $  18      $  46      $  43         
Sundry Income                                  -          -          4
                                           -----      -----      -----
                                              18         46         47

General and administrative expense           303        336        329
                                           -----      -----      -----
Net (loss)                                 $(285)     $(290)     $(282)
                                           ======     ======     ======
Net (loss) attributable to:
     General Partners                      $   -      $   -      $   -
     Limited Partners                       (285)      (290)      (282)
                                           ------     ------     ------
                                           $(285)     $(290)     $(282)
                                           ======     ======     ======
Per Partnership Unit:
     Net (loss)--Note E(4)                 $(.0440)   $(.0448)   $(.0435)
                                           ========   ========   ========
     Cash Distributions paid --Note E(3)   $ -0-      $ -0-      $ -0- 
                                           ======     ======     ======
</TABLE>
See notes to consolidated financial statements.
                   
<PAGE>
Page 19
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY--Notes A and B
[CAPTION]

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

For The Years Ended December 31, 1996, 1995, and 1994
<TABLE>

                                           General      Limited       Total
                                          Partners'    Partners'     Partners'
                                           Equity       Equity        Equity 
                                          --------     --------     ---------
                                                     (In Thousands)
<S>                                          <C>         <C>           <C>
Balance at December 31, 1993              $   -        $1,280        $1,280 

(Charges) arising from 
  Net (loss)                                  -          (282)         (282)
                                           ------       -------       -------
Balance at December 31, 1994                  -           998           998 

(Charges) arising from
     Net (loss)                               -          (290)         (290)
                                           ------       -------       -------
Balance at December 31, 1995                  -           708           708

(Charges) arising from
     Net (loss)                               -          (285)         (285)
                                           ------       -------       -------
Balance at December 31, 1996                - 0 -      $  423        $  423 
                                           ======       =======       =======
Units outstanding at:
     December 31, 1996, 1995 and 1994       200       6,479,316     6,479,516
                                           ======     =========     =========

</TABLE>          
See notes to consolidated financial statements.
                                                      
<PAGE>
Page 20
CONSOLIDATED STATEMENTS OF CASH FLOWS--Notes A and B
[CAPTION]

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>

                                                     Year Ended December 31,  
                                                    -------------------------
                                                     1996     1995      1994
                                                     ----     ----      ----
                                                          (In Thousands)
<S>                                                   <C>      <C>       <C>   
OPERATING ACTIVITIES
 Net (loss)                                        $ (285)  $ (290)   $ (282)
   Adjustments to reconcile net (loss) to
     net cash (used in) operating activities:
     Depreciation                                       -        -         -  
     Changes in operating assets and
     liabilities:
       Decrease in other receivables                    -        1         8
       Decrease (increase) in sundry other
       assets                                          19       (7)       22  
       Increase (decrease) in accounts payable,
       accrued expenses and sundry liabilities        (26)      22       (71)  
                                                     -----    -----     -----

NET CASH (USED IN)
       OPERATING ACTIVITIES                          (292)    (274)     (323)
                                                    ------   ------    ------

Cash, including certificates of deposit
at beginning of year                                  738    1,012     1,335 
                                                    ------   ------    ------
     CASH, INCLUDING CERTIFICATES OF DEPOSIT              
     AT END OF YEAR                                $  446   $  738    $1,012 
                                                    ======   =====     =====
</TABLE>
See notes to consolidated financial statements.



<PAGE>
Page 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

December 31, 1996

NOTE A--PRINCIPLES OF CONSOLIDATION AND BASIS OF PREPARATION

        The consolidated financial statements include
the accounts of Teeco Properties L.P. ("Teeco"
and the "Partnership"), and (i) corporations
wholly-owned by Teeco and (ii) investments in joint
ventures, both of which are inactive.  During 1979,
Teeco sold its interests in substantially all of
its properties and ventures and its real estate
operations were effectively terminated.  The assets
and liabilities transferred from Tishman
Liquidating Corporation ("Tishman Liquidating")
(see Notes B and F(1)) had been recorded on the
accounts of Teeco principally at the net carrying
amounts of such assets and liabilities on the books
of Tishman Liquidating.  Intercompany transactions
of a material nature have been eliminated in
consolidation.  The Partnership considers all
highly liquid investments with a maturity of three
months or less when purchased to be cash
equivalents.

USE OF ESTIMATES

        The preparation of financial statements in
conformity with Generally Accepted Accounting
Principles requires management to make estimates
and assumptions that affect the amounts reported in
the financial statements and accompanying notes. 
Actual results could differ from these estimates.

NOTE B--FORMATION OF THE PARTNERSHIP

        Teeco was formed on August 17, 1978 pursuant
to a Plan of Complete Liquidation and Dissolution
(the "Plan") approved by the shareholders of
Tishman Liquidating on November 7, 1977.  The
partnership term will continue until December 31,
2051, unless sooner terminated under conditions as
set forth in the Partnership Agreement.  On
September 30, 1978, certain assets (aggregating
$77,557,000) net of certain related liabilities
(aggregating $63,259,000), were transferred from
Tishman Liquidating in exchange for 6,479,516 units
representing limited partnership interests
("Units") in Teeco (see Note F(1)).

        Tishman Liquidating subsequently assigned all
its units to its shareholders pursuant to the Plan. 
Of the 6,479,516 units transferred, 70,200 units
were designated general partners' units pursuant to
the terms of the Limited Partnership Agreement.

        On May 14, 1993, Robert V. Tishman retired as
a General Partner of the Partnership and
transferred his 70,000 General Partner units (book
value of approximately $21,000) to Limited Partner
units.

<PAGE>
Page 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

NOTE C--SUNDRY OTHER ASSETS
                                                   1996      1995
                                                   ----      ----
                                                   (In Thousands)


Furniture, fixtures and equipment--at cost         $ 52      $ 52
Less accumulated depreciation                        -0-       -0-
                                                   -----     -----
                                                     52        52
                                                   
Unexpired insurance                                  11        30         
                                                   -----    -----
                                                   $ 63      $ 82      
                                                   =====    =====
NOTE D--ACCOUNTS PAYABLE, ACCRUED EXPENSES AND SUNDRY LIABILITIES

                                                   1996      1995
                                                   ----      ----
                                                   (In Thousands)

Accrued leasing commissions                        $ 10      $ 20
Other                                                77        93
                                                   ----      ----
                                                   $ 87      $113
                                                   ====      ====

NOTE E--PARTNERS' EQUITY

1.        No provision for Federal, state and local
          income taxes has been made since Teeco is not
          subject to income taxes and the corporations
          included in the consolidated financial
          statements did not generate profits.

          For the years ended December 31, 1996, 1995 
          and 1994, there were no reported differences
          between the consolidated financial statements
          and the U.S. Partnership Income Tax Return. 
         
2.        Pursuant to the Limited Partnership Agreement,
          twenty-five percent (25%) of Partnership
          income, gains, losses, deductions and credits
          for each fiscal year shall be allocated among
          the persons who were owners of Partnership
          Units at the end of each of the four fiscal
          quarters of such year in proportion to the
          number of Units held by each of them at the
          end of the fiscal quarter in question.  In
          addition, any gain or loss of more than
          $100,000 from a single transaction shall be
          allocated among the unit holders at the end of
          the fiscal quarter in which such gain or loss
          is included in Teeco's taxable income on the
          same method as stated  above.  During 1996,
          1995 and 1994 there were no gain or loss of more 
<PAGE>
Page 23
PART II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

          than $100,000 from a single transaction.  
          
3.        Effective July 1988, Teeco has suspended
          further cash distributions until such time as
          it can be determined that its net worth is
          sufficient to meet its exposure under various
          pending litigations, etc.  
          (See Note F(1)).

4.        Per unit amounts set forth in the financial
          statements are based on the  weighted average
          number of units outstanding during the
          applicable periods.  The number of units used
          in the computation for each period was
          6,479,516.

NOTE F--CONTINGENCIES AND OTHER COMMENTS

1.        In connection with Tishman Liquidating's Plan
          of Complete Liquidation and Dissolution (see
          Note B), Tishman Liquidating retained assets
          to liquidate certain fixed and contingent
          liabilities, consisting of claims, litigation
          and disputed obligations, as to which
          uncertainties exist.  During the period from
          October 1, 1992 to February 11, 1993, Tishman
          Liquidating exhausted substantially all of its
          assets and was liquidated.  Accordingly, Teeco
          will be required to pay the remaining balance
          of such fixed and contingent liabilities under
          an agreement with Tishman Liquidating in
          accordance with the Plan.  The ultimate
          outcome of the foregoing cannot be determined
          at this time.  Accordingly, no provision for
          any liability that may result has been made in
          the accompanying consolidated financial
          statements.  See Item 3 (Legal Proceedings and
          Contingent Liabilities - TLC Litigation)
          included elsewhere in this Annual Report on
          Form 10-K for a description of certain of the
          contingent liabilities to which Tishman
          Liquidating (which had stockholders' equity of
          approximately $23,000 and $-0- after
          liquidation at September 30, 1992 and February
          11, 1993 respectively) and now Teeco is
          subject.

<PAGE>
Page 24
PART II


2.        On May 14, 1993, following the retirement of
          Robert V. Tishman as General Partner of Teeco,
          the remaining General Partners authorized the
          dissolution of the Partnership pursuant to
          Article 16 of the Limited Partnership
          Agreement.  On June 30, 1993 all the remaining
          assets of Teeco were to be transferred to a
          Liquidating Trust and the Trustees of such
          Liquidating Trust, acting solely in their
          fiduciary capacity as Trustees, were to assume
          all liabilities of Teeco.

          On June 30, 1993 after further consideration,
          the General Partners  determined that it is in
          the best interest of the Partnership and the
          Unitholders to continue the dissolution and
          liquidation of the Partnership in partnership
          form.  Therefore, the Partnership will
          continue to maintain its Unit transfer books
          and the Units will continue to be registered
          under the Securities Exchange Act of 1934.

3.        See the last paragraph of Item 11 "Executive
          Compensation" and Item 13 "Certain
          Relationships and Related Transactions"
          included elsewhere herein for information
          relating to the allocation of certain expenses
          among Teeco and other related parties. 

<PAGE>
Page 25
PART II

Item 9. Disagreements on Accounting & Financial Disclosure

        Not applicable

<PAGE>
Page 26
PART III

Item 10.     Directors and Executive Officers of the Registrant

Name                    Age   Principal Occupation
---------------         ---   -------------------------
Jerry I. Speyer         56    Managing General Partner
                              and President of Tishman
                              Speyer Properties, Inc.,
                              a General Partner of
                              Tishman Speyer
                              Properties.

Carl Glick              75    President of CYGY Realty
                              Corp., a General Partner;
                              President of Carl Glick
                              Company.

David Augarten          41    Chief Financial
                              Officer, a Managing
                              Director,  and
                              Treasurer of Tishman
                              Speyer Properties,
                              Inc., a General
                              Partner of Tishman
                              Speyer Properties.

   Mr. Speyer has been a General Partner of the
Partnership since the Partnership was formed. 
Prior to its liquidation, Mr. Speyer had been
President of TLC since 1978.

   On November 30, 1978 CYGY Realty Corp., all of
the stock of which is owned by Mr. Glick, became a
General Partner of the Partnership.  On the same
date Mr. Glick, was elected a director of TLC. 
During the period June 1978 through November 1978,
Mr. Glick was a limited partner and consultant of
Neuberger and Berman, members of the New York Stock
Exchange.  From August 1976 through May 1978, Mr.
Glick was a general partner of Neuberger and
Berman, members of the New York Stock Exchange. 
Prior thereto, Mr. Glick was  a partner of David J.
Greene Co., members of the New York Stock Exchange.

   Effective June 15, 1996, David Augarten, a 
Managing Director, Treasurer and Chief Financial 
Officer of Tishman Speyer Properties, Inc., the
General Partner of Tishman Speyer Properties was
appointed as the Chief Financial Officer of the
Partnership.

Item 11.  Executive Compensation

    The following table sets forth the cash and
equivalent renumeration and aggregate contingent
forms of renumeration incurred by the Partnership
and its subsidiaries during 1996 to all General
Partners and the chief financial officers of the
Partnership.

<PAGE>
Page 27
PART III
 
                                              Securities
                                              or Property,
                                              Salaries        Insurance
                                              and             Benefits or
Name of                                       General         Reimbursements,
Individual or             Capacity in         Partners'       Personal
Persons in Group          Which Served        Fees            Benefits       
----------------          ---------------     ------------    ---------------
Gary W. Roth/             Chief Financial
David Augarten            Officer              $10,000            $-0-

General Partners
  and Chief Financial 
  Officer as a Group
  (4 persons)                                  $10,000            $-0-




        Since August 1982 no compensation has been paid
to the General Partners.

        During the 1978 fiscal year Messrs. Robert V.
Tishman and Jerry I. Speyer entered the real estate
development business under the name Tishman Speyer
Properties and, along with certain other employees
of TLC and the Partnership, devoted a portion of
their time to this business.  Commencing October 1,
1978, the Partnership, TLC and Tishman Speyer
Properties shared office space, certain employees
and overhead services and facilities, and divided
their costs based on utilization of such offices,
employees services and facilities.  Such amounts
did not include an allocation to Tishman Speyer
Properties of amounts paid by TLC and the
Partnership to Messrs. Tishman and Speyer under
their consulting and employment agreements, because
such agreements contemplated that  Messrs. Tishman
and Speyer would not have devoted all of their time
to the business of TLC and the Partnership.

<PAGE>
Page 28
PART III

Item 12.    Security Ownership of Certain
Beneficial Owners and Management

        As of February 21, 1997, the following persons
had reported to the Securities and Exchange
Commission * beneficial ownership in the amounts
shown of more than five percent of the units of
limited partnership interest:
                                                                         % of
                                             Amount and Nature           Total
Name and Address of Beneficial Owner         of Beneficial Ownership     Units
------------------------------------         -----------------------     -----
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004                         1,017,256 direct            15.7%


Gruss & Co. and related entities             540,000 direct and           8.3
450 Park Avenue                              indirect
New York, N.Y. 10022                                                     

Bernard J. Lasker and related entities       486,494 direct and           7.5
20 Broad Street                              indirect                    
New York, N.Y.                                                           

SB Contingency Fund Partnership              384,463 direct               5.9
1 New York Plaza
New York, N.Y. 10004                                                     

* Schedule 13G dated  February 4, 1992, filed by
Goldman Sachs & Co.; Schedule 13D dated January 14,
1980 filed by Gruss & Co. and related persons; and
Schedule 13D dated January 18, 1980 filed by
Bernard J. Lasker and Lasker, Stone & Stern;
Schedule 13D dated October 1, 1982 filed by SB
Contingency Fund Partnership (successor in interest
to SBBD Liquidating Partnership); Schedule 13G
dated January 31, 1982 filed by John L. Tishman,
Louise T. Rothman and William E. Spiro.

<PAGE>
Page 29
PART III
 
                                                                        % of
                                             Amount and Nature           Total
Name and Address of Beneficial Owner         of Beneficial Ownership     Units
------------------------------------         -----------------------     -----  


John L. Tishman, individually and            338,256 (1) direct and       5.2
as co-trustee                                indirect
666 Fifth Avenue
New York, N.Y. 10103                                                       

Louise T. Rothman, as co-trustee             332,837 (1) direct and       5.1
24 Avenue 30                                 indirect
Venice, California 90291                                                 

William E. Spiro, as co-trustee              332,426 (1) indirect         5.1
15 Columbus Circle
New York, N.Y. 10023                                                     

(1)  332,426 Units are held by two trusts of which
John L. Tishman, William E. Spiro and Louise T.
Rothman are co-trustees.  In one trust, which holds
275,633 Units, Mr. Tishman has a one-third
remainder interest.  Ms. Rothman is a beneficiary
of the second trust which holds 56,793 Units.  The
figure for John L. Tishman includes 5,830 Units
held by the Rose and John Tishman Fund, Inc. of
which Mr. Tishman is a director and officer.  Mr.
Tishman disclaims ownership of a beneficial
interest in 246,378 Units listed.  Mr. Spiro
disclaims ownership of a beneficial ownership in
all of the Units listed.  Ms. Rothman, who owns an
additional 411 Units individually, disclaims a
beneficial interest in 275,633 Units listed.

     Mr. John L. Tishman, who is a cousin of Mr.
Robert V. Tishman, is president of Tishman Realty
& Construction Co., Inc. performed construction
management services in two of the land assemblages
sold to the Purchaser.  Mr. John L. Tishman was an
executive vice president of Tishman Liquidating
Corporation prior to the sale of its construction
and research divisions to Rockefeller Center, Inc.
in October 1976.

<PAGE>
Page 30
PART III

        The following table includes information as to
the number of units beneficially owned, directly or
indirectly at February 21, 1997 by each of the
General Partners.  Except to the extent of the
units set forth in the table each General Partner
disclaims beneficial ownership of the units
described in footnote (1) below.


Name                             Units
--------------------             -------------
Jerry I. Speyer                  1,685 (1) (2)
CYGY Realty Corp                   101 (2)


(1)   The figure for Jerry I. Speyer includes 169
Units held jointly with his former wife.  In
addition, Mr. Speyer also owns 472 Units as
custodian for his daughter, Valerie Hope Speyer.

(2) 100 of the Units held by  Jerry I. Speyer and
100 of the Units held by CYGY Realty Corp. have
been designated as General Partner Units, as such
term is used in the Partnership Agreement.

        At February 21, 1997 the General Partners and
the Chief Financial Officer, as a group (3
persons)beneficially owned 1,786 units
(approximately .03% of the outstanding units).


Item 13.    Certain Relationships and Related
Transactions

        The Partnership shares office space, certain
employees and overhead services and facilities with
Tishman Speyer Properties, a limited partnership
engaged in the business of providing real estate-related 
services. Tishman Speyer Properties is indirectly owned 
by Jerry I. Speyer, a General Partner  of the Partnership 
and its Chief Financial Officer is the Chief Financial 
Officer of the Partnership.  Costs of employees are 
divided between the Partnership and Tishman Speyer
Properties based on utilization of such employees. 
During 1996, the Partnership paid Tishman Speyer
(1)$142,000 of its allocable share of the cost of
employees of Tishman Speyer and (2)$11,000  for its
allocable share of the costs of postage, office
supplies, etc. of Tishman Speyer.  Tishman Speyer
provides office space and overhead services and
facilities to the Partnership without charge under
an arrangement entered into prior to 1984.  

<PAGE>
Page 31
PART IV

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

(a)
1. The response to this portion of Item 14 is
submitted as a separate section of this report.

2. None
   
3. Exhibits
               2.1  Plan of Complete Liquidation and
                    Dissolution of Tishman Realty &
                    Construction., Inc. Incorporated by
                    reference from Exhibit A to the
                    Proxy Statement which formed part
                    of Amendment No. 1 to Registration
                    Statement No. 2-60054.

               3.1  Certificate of Limited Partnership
                    of Teeco Properties L.P. together
                    with First and Second Amendments of
                    the Certificate of Limited
                    Partnership.  Incorporated by
                    reference from Exhibit 2 (iii) to
                    registrant's report on Form 10-K
                    for the fiscal year ended December
                    31, 1978.  Third and Fourth
                    Amendments of the Certificate of
                    Limited Partnership are
                    incorporated by reference from
                    Exhibit 2 (i) to registrant's
                    report of Form 10-K for the fiscal
                    year ended December 31, 1979.

               3.2  Limited Partnership Agreement of
                    Teeco Properties L.P. Incorporated
                    by reference from Exhibit 2 (ii) to
                    registrant's report on Form 10-K
                    for the fiscal year ended December
                    31, 1978.  Amendment of Limited
                    Partnership Agreement of Teeco
                    Properties L.P. is incorporated by
                    reference from Exhibit 2 (ii) to
                    registrant's report on Form 10-K
                    for the fiscal year ended December
                    31, 1978.

               10.1 Assignment and Assumption Agreement
                    dated as of September 30, 1978
                    between Tishman Realty &
                    Construction Co., Inc. and Teeco
                    Properties L.P. Incorporated by
                    reference from Exhibit 2 (v) to          
                    registrant's report on Form 1-K for
                    the fiscal year ended December, 31,
                    1978.

               10.2 Executive Employment Agreement
                    dated as of November 29, 1977
                    between Tishman Realty &
                    Construction Co., Inc. and Jerry I.
                    Speyer, as countersigned by Teeco 
<PAGE>
Page 32
PART IV
 
                    Properties L.P. on September 30,
                    1978.  Incorporated by reference
                    from Exhibit 2 (iv) to registrant's
                    report on Form 10-K for the fiscal
                    year ended December 31, 1978.

               10.3 Contract of Sale, dated June 22,
                    1979, between Teeco Properties L.P.
                    and Lazard Realty, Inc. 
                    Incorporated by reference from
                    Exhibit 2 (iii) to registrant's
                    report on Form 10-K for the fiscal
                    year ended December 31, 1979.

               10.4 Assignment of mortgage dated
                    December 22, 1980 between Teeco
                    Properties L.P. and H & H
                    Associates.  Incorporated by
                    reference to registrant's report on
                    Form 10-K for the fiscal year ended
                    December 31, 1980.

               22.  Subsidiaries of the registrant


                                    Percentage
                                     of Voting
                                    Securities
                                     Owned by       State of
                                     Immediate    Incorporation
                                      Parent     or Organization
                                   -----------   ---------------
Subsidiaries of the Registrant:
     1166 Sixth Corp.                 100%          New York
     1170 Sixth Corp.                 100%          New York
     Tishman Landing Inc.             100%          New York
     Madison Decorating Co., Inc.     100%          New York
     LST Investors Corp. *            100%          New York

       The accounts of all of the foregoing inactive
subsidiaries are included in the consolidated
financial statements.

          (b)  Reports on Form 8-K
               No reports on Form 8-K were filed in the
               last quarter of the fiscal year ended
               December 31, 1996.

          (c)  Exhibits
               See (a) 3 above.

          (d)  Financial Statement Schedule
               None.

*  Subsidiary of 1170 Sixth Corp.

<PAGE>
Page 33
SIGNATURES

     Pursuant to the requirements of Section 13 or
15 (d) of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto
duly authorized.

                          TEECO PROPERTIES L.P.
                          (Registrant)

Dated   February 25, 1997
        By: /S/ JERRY I. SPEYER
        Jerry I. Speyer, Managing General Partner

     Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.

 Signatures              Title                  Date
 ---------------------   ----------------       ------------------


 /S/ JERRY I. SPEYER     Managing General       February 25, 1997
     ---------------     Partner          
     Jerry I. Speyer                    



 /S/ CARL GLICK          General Partner        February 25, 1997
     -----------------
     Carl Glick, President
     CYGY Realty Corp.


 /S/ DAVID AUGARTEN      Chief Financial        February 25, 1997
     -----------------   Officer and 
     David Augarten      Principal Accounting
                         Officer