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 the fiscal year ended            Commission File No.
     June 30, 1999                        0-12895


ALL-STATE PROPERTIES L.P.
(Exact name of Registrant as specified in its charter)



          Delaware                              59-2399204
   (State or other jurisdiction or      (I.R.S. Employer
    incorporation or organization)       Identification No.)


Mailing address: P.O. Box 5524
                 Fort Lauderdale, FL 33310-5524

5500 N.W. 69th Avenue, Lauderhill, Florida        33319
  (Address of principal executive offices)       (Zip Code)

Registrant's Telephone number, including area code (954)
572-2113

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

Title of Class     Name of Each Exchange on Which Registered
    None                         Not Applicable

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

Title of Class

Limited partnership units

Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(D) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was
required to file such reports), and (2) has been  subject to
such filing requirements for the past 90 days.

                    YES X           NO


The aggregate market value of the limited partnership units
held by non-affiliates of Registrant is not ascertainable.
(See Page II-1)








PART I



ITEM 1.	BUSINESS

    (a)       General Development of Business

		  All-State Properties L.P. (a limited
partnership) (the Partnership) was organized under the
Revised Uniform Limited Partnership Act of Delaware on April
27, 1984 to conduct the business formerly carried on by a
predecessor corporation, All-State Properties, Inc. (the
Corporation). The terms Company and Registrant refer to the
Partnership or the Corporation or both of them as the
context requires. Pursuant to a Plan of Liquidation adopted
by shareholders of the Corporation on September 30, 1984,
the Corporation transferred substantially all of its assets
to the Partnership, and the Corporation distributed such
limited partnership interests to its shareholders.

	        Registrant's principal business has been land
development and the construction and sale of residential
housing in Broward County, Florida. However, it has
substantially completed its land development activities and
the sale of residential housing. Its present activities are:

		(i)   Through a 36.12% owned Florida limited
partnership, Unicom Partnership Ltd.(Unicom)Registrant is
engaged in the operation of an adult rental apartment
project on 78.2 acres of land. (See Note 2 to financial
statements.)

		(ii)   Through a 50% owned real estate joint
venture, City Planned Communities (CPC), Registrant was
engaged in the development and sale of commercial and
residential land. (See Note 2 to financial statements.)

		(iii)  Through a 99% owned Florida limited
partnership, Wimbledon Development Ltd. (Wimbledon),
Registrant sold a condominium development. See Item
1(b)(1)(i)(c).

	(b)(1)	NARRATIVE DESCRIPTION OF BUSINESS

		(i) (a)   Adult Rental Apartment Project

		In April, 1987, CPC sold approximately 78 acres
of land to Unicom for the purpose of constructing a 324-unit
adult apartment rental project on the land. Registrant holds
a 36.12% limited partnership interest in Unicom. (See Note
2.) The general partner of Unicom was Sadkin Associates,
Inc., an affiliate of the late Herbert Sadkin, who died in
February, 1989. Following Mr. Sadkin's death, the limited
partners requested that Unicom retain Mr. Stanley Rosenthal,
the General Partner of Registrant, as manager. Currently,
all of Mr. Rosenthal's total compensation is considered
compensation as manager of Unicom. (See Items 11 and 13.)



I-2








		The project is adjacent to the Inverrary and
Woodlands Country Club communities in Broward County,
Florida, which are upper-income retirement developments. The
project consists of 80-one-bedroom, one-bath apartments of
approximately 800 square feet and 244 two-bedroom, two-bath
apartments of approximately 1,025 square feet. It includes a
29-acre lake and has dining and clubhouse facilities
containing an auditorium, a swimming pool, various craft
centers, a health club, game and club rooms, and a beauty
and barber shop.

		The project is designed to meet the special
needs of the elderly and includes features designed to
appeal to upper-income retirees. Primary emphasis is placed
on security with a well-designed entrance-exit monitoring
system, emergency alarm systems in apartments, a security
gate entrance and security fence as well as lever door
handles and handrails along halls and stairs, and includes
fire alarm systems and smoke detectors. Amenities include
built-in washers and dryers and balconies or terraces.

		The monthly rentals range from $2,700 per month
for the one-bedroom units to $3,200 per month for the two-
bedroom units, and include food service, maid service and
electricity. The facility is 98-percent leased and occupied.

		The property is self-managed. A management fee
of 4% of total income is paid to the partners assuming the
managerial responsibility. The management arrangement was
approved by HUD. (See Item 11.)

		On July 28, 1995, Unicom Partnership Ltd.
(Unicom), successfully concluded a reassignment and
reinstatement of its mortgage note in the amount of
$27,638,955.87 from the Department of Housing and Urban
Development (HUD) to the Government National Mortgage
Association (GNMA). The reinstated, reinsured mortgage will
mature on January 1, 2029. It will bear interest at the rate
of eight (8%) percent per annum, which includes a 0.25%
servicing fee. In addition, Unicom will pay one-half of one
percent per annum mortgage insurance premium.

		Unicom had accrued unpaid interest and other
liabilities related to the mortgage in a total amount of
$3,896,730. The total adjusted accrued interest and closing
costs paid at the closing equaled $1,502,183. This resulted
in a saving of $2,394,547, which saving will be amortized
over the remaining life of the mortgage. The saving resulted
from the difference between the accrual at the original note
rate and the borrowing rate charged by HUD.






I-3





	In order to accomplish the closing, the company borrowed
$1,547,125. Of this amount, $500,000 was borrowed
commercially (personally guaranteed by Mr. Rosenthal), to be
repaid in one (1) year out of surplus cash earned by the
company at an interest rate of two (2) percent over prime
(the loan was repaid in July, 1996); $1,047,125 was borrowed
from certain partners and other investors, to be repaid
after the above bank loan is repaid, also from surplus funds
at three (3%) percent over prime. In addition, because of
the disproportionate contribution by certain partners in
relationship to the other partners and because of new
investors, the group was awarded a 3.41% interest in
distributions from Unicom. All-State Properties L.P. did not
participate in the investment.

		On June 25, 1997, Unicom signed a Letter of
Intent with CareMatrix Corporation (AMEX) which Letter
became effective July 18, 1997. Prior to that date Unicom,
through its partners representing a majority interest in the
partnership (the Company abstaining) voted to approve the
transaction. The documents memorializing the transaction
were executed on August 13, 1997 with an effective date of
July 1, 1997, but dependent upon the completion of due
diligence and the payment of $4,500,000 to Unicom. On
September 24, 1997, CareMatrix made the required payment and
the initial phase of the transaction was completed. Unicom
used the proceeds for transaction costs ($325,000),
partnership obligations ($1,400,000), and distributed
$2,650,000 to certain partners to partially repay funds they
invested in Unicom.

		The $4,500,000 payment made by CareMatrix to
Unicom represents an option payment, in consideration for
which CareMatrix was granted the option to purchase the
facility in three years on June 30, 2000. The purchase price
will be 8.75 times the net operating income before
depreciation for the year ended June 30, 2000, plus the then
outstanding mortgage balance and other adjustments, less the
$4,500,000 option payment.

		In the interim, CareMatrix is leasing the
facility, retaining the sums of $518,700-the first year;
$775,000-the second year; and $875,000-the third year out of
cash flow each year, after payment of amounts due in
connection with the facility's mortgage insured by the U.S.
Department of Housing and Urban Development ("HUD"). The
balance of cash flow will be paid to Unicom as rent until
the net operating income equals $2,300,000 per year. Any
excess will then be divided equally between CareMatrix and
Unicom.

		The present management team, will continue to
manage the facility for a period of five years at the HUD-
approved rate of 4% of collections. The management team has
been approved by HUD under the name, SRR Management Corp.




I-4







	CareMatrix chose to prepay part of the management fee
every six months for the five-year term, into a trust to be
paid monthly to SRR Management Corp., as set forth in a
consulting agreement. CareMatrix in turn is retaining
$400,000 per year out of facility cash flow, as a
reimbursement.

	In a related transaction, the partners of Unicom
formed a new limited partnership called Newall Assisted
Living Ltd. ("Newall"), which entered into a joint venture
as a 50% partner with a company related to CareMatrix. The
new entity, Newall-Chancellor 69th Avenue Associates, was
formed to build a 120-unit assisted living facility on 4.2
acres of land it will purchase from Unicom at a price to be
agreed upon. Chancellor has agreed to provide all the
necessary financing to erect and open the assisted living
facility. SRR Management Corp. will manage the facility for
five years at a fee equal to the greater of $7,000 per month
or 3-1/2% of collections, to commence six months prior to
opening. The facility will be leased after completion to
CareMatrix of Lauderhill II, Inc. for an initial term of 15
years. As consideration for the lease, Newall will receive
50% of the net cash flow from the assisted living facility.
The joint venture has agreed to pay $40,000 plus 5% of the
development cost to CareMatrix, and $5,000 per month to the
general partner of the company for his services during the
approval period and construction. The above sums are to be
paid from construction loan draws.

	Chancellor has agreed to purchase the facility
from the joint venture at the later of 27 months from
commencement of the lease or June 30, 2002, at 8.75 times
net operating income before depreciation for the twelve
months prior to the purchase, plus the then outstanding
mortgage balance.

	The majority of the partners of Newall, the
Company abstaining, voted to award 5% of the venture to the
general partner of the Company for his services and 2% to
others.

	Three homeowners living near the proposed
assisted living facility site commenced an action against
Unicom and the City of Lauderhill, seeking to prevent
construction of the assisted living facility at that
location. The court granted summary judgment in favor of
Unicom and the City, dismissing the action. The homeowners
appealed, and the Appellate Court affirmed the decision of
the Lower Court per curiam.







I-5







		(i) (b)   Condominium Units


	In November, 1986, Registrant formed Wimbledon
Development Ltd., a Florida Limited partnership, for the
purpose of constructing up to 48 units on six acres of land
remaining from a condominium project known as Wimbledon
constructed by Registrant during the period 1971-1978. The
condominium project could be comprised of six two-story
buildings of  eight units  each. Two such buildings on two
acres of land were completed and all sixteen (16) units have
been sold. 	Mortgages totaling $270,974 on the two buildings
were in default and were purchased for and reduced to
$125,000. (See Note 10.)

	In June 1999, control of the condominium
association was turned over to the unit owners by Wimbledon
Development Ltd., the developer. All required funds for
reserves and deferred maintenance were delivered to the new
condominium board. Wimbledon Development Ltd., its general
partner and the Registrant, its limited partner, were issued
releases with respect to all matters pertaining to the
condominium.

	Wimbledon owed $135,000 in recreational
assessments to the operating association. By agreement, the
delinquency would be paid out of proceeds from the sale of
the remaining four acres of land, together with 50% of any
profit realized. The property was sold on September 17,
1996, and the obligation was satisfied by a payment of
$137,035 to the association. (See Note 10.)

		(ii)  Registrant has no plans for any new
products.

		(iii)  Registrant purchased building materials
which are available from many sources.

		(iv)    Registrant holds no patents, trademarks,
etc.

		(v)  	No part of Registrant's business is
subject to significant seasonal variation.

		(vi)	Registrant's only present source of
working capital is the cash distributions made to it by
Unicom. Cash distributions from Unicom which may be received
in the future will be available for working capital and
distribution to investors and limited partners. (See Note
2.)

		(vii) The apartment rental market is not
dependent upon a single or a few customers, but instead
relies on a wide customer base. The Unicom units are
expected to be rented to upper income retirees.

		(viii)	No portion of  Registrant's business
involved government contracts.

I-6






		(ix)  The adult rental apartment market in South
Florida is highly competitive. Martinez & Associates,
consultants retained by Unicom and specializing in housing
for the elderly, identified nine facilities in the Fort
Lauderdale area as being competitive with the Unicom
complex. However, the Unicom project offers larger units and
makes available more two-bedroom units than its competitors.

         	(x)	Registrant incurs no research and
development expenses.

		(xi)	In the development and sale of their
properties, Registrant, Unicom and Wimbledon are required to
comply with applicable zoning and environmental regulations.
It is believed that the compliance with environmental
regulations will have no material effect upon capital
expenditures, earnings or competitive position of Registrant
in future periods.

		(xii)	Registrant (including Wimbledon) employs
two part-time people. Unicom employs 87 people full time and
43 people part time, engaged in the operation of the
retirement facility.

	(d)	Unicom has no foreign operations or export
sales.

ITEM 2.	PROPERTIES

		At June 30, 1999 Unicom held 78 acres on which
it completed the construction of a 324 unit adult rental
apartment project. See item 1(b)(1)(i)(a).


		The Company has outstanding 4% subordinated
convertible debentures that became due September 30, 1989
(the Debentures) in the aggregate principal amount of
$1,627,112. Accrued interest thereon aggregated $936,321 at
June 30, 1999. The payment of the interest and principal on
the Debentures is subordinate to payment of certain senior
debt which remains outstanding. Consequently, the Registrant
has been prohibited from paying the Debentures since
maturity. Nonetheless, the Registrant believes that its
assets are sufficient eventually to satisfy the senior
indebtedness and pay the principal of and accumulated
interest on the Debentures.

ITEM 3.	LEGAL PROCEEDINGS

		A limited partnership in which the Company is
the limited partner has been named as a defendant in a
lawsuit seeking all damages allowable under the Florida
Wrongful Death Act. On or about April 17, 1998, one of the
decedents was operating a motor vehicle in the parking lot
of a condominium developed by the defendant limited
partnership when she drove said vehicle into a canal
abutting but not part of the condominium property. The other
decedent was a passenger in said vehicle.

I-7








		The Company does not believe it has any
liability, and counsel selected by its insurance carrier is
representing the limited partnership.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY
           HOLDERS

		No matters were submitted to a vote of security
holders of Registrant during the fourth quarter of the
fiscal year covered by this report.















































I-8



PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
	 RELATED SECURITY HOLDER MATTERS

	(a)	In June, 1988, Registrant advised its unit
holders that in order to avoid classification as a publicly
traded limited partnership under the Internal Revenue Code,
it would facilitate the transfer of units privately
commencing July 1, 1988.

	There were no trades made through the
Registrant's matching service for the years ended June 30,
1993 through June 30, 1999. The Company has no knowledge of
other transactions. Therefore, no bid and asked prices could
be ascertained.

	(b)	As of September 30, 1999, there were 1,218
holders of record of 2,834,856 limited partnership
interests, excluding individual participants in security
nominee or street names.

		Pursuant to the Plan of Liquidation and
Dissolution of All-State Properties, Inc. and the Limited
Partnership Agreement of All-State Properties L.P. upon the
dissolution of the Corporation, stockholders automatically
received one unit of partnership interest for each share of
stock held and became record holders of limited partnership
units. However, until the stockholders submitted their stock
certificates for exchange and had taken other necessary
steps, they would not become limited partners.

		As of September 30, 1999, 1,560 of the 2,778
record holders of limited partnership interests holding
283,209 units had not submitted their stock certificates for
exchange.

	(c)(d)	The Company never paid cash dividends on its
common stock while it was a corporation. The Partnership
declared cash distributions cumulatively totaling $0.85 per
unit through August 31, 1989.



















II-1



ALL-STATE PROPERTIES L.P
(A LIMITED PARTNERSHIP) (NOTE 1A)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30
UNAUDITED
<TABLE>
<CAPTION>
SELECTED CASH FLOW AND
 AND OPERATING STATEMENT
 DATA	 1 9 9 9		 1 9 9 8		 1 9 9 7		 1 9 9 6		 1 9 9 5
<S>	<C>		<C>		<C>		<C>		<C>
REVENUE:
 Equity in net earnings
  (loss) of real estate
  partnerships	$	(23,295)	$	(34,380)	$	 (82,532)	$	(76,228)	$	(127,122)
 Other income		 7,364		49,763		328,171		99,341		36,396

    Total 	$	 (15,931) $	15,383	$	  245,639 	$	23,113	$	 (90,726)
Income (loss) before
 Extraordinary Items	$	(235,948) $	(151,977)$	(141,963)	$	(330,087)	$	(294,903)

Net Income (Loss)	$	(235,948)	$	(151,977)$	(141,963)	$	(330,087)	$	  (294,903)
Per Share/Unit -
 fully diluted:
  Net income (loss) be-
   fore Extraordinary
   Items	$     (.08)	$    (.05) $     (.05)	$    (.10)	$     (.09)

Net Income (Loss)	$     (.08)	$    (.05) $     (.05) $     (.10)	$     (.09)

SELECTED BALANCE SHEET DATA
 Total Assets	$	 21,635	$	 6,993	 $	   28,806	$	222,911	$	375,421

Notes, mortgages and con-
 struction loans	$	573,225	$	430,600	$	427,117	$	452,595	$	450,041
4% convertible debentures,
 due 1989 including
 accrued interest		2,563,433	 	2,498,349		2,433,265		2,368,181		2,303,097

    Total	$	3,136,658			$2,928,949	$	2,860,382	$	2,820,776	$	2,753,138

Cash Dividends Declared
 Per Share/Unit	$	NONE	$	NONE	$	NONE	$	NONE	$       	NONE
</TABLE>
See notes to financial statements.
II-2






CITY PLANNED COMMUNITIES, (A PARTNERSHIP) AND UNICOM
PARTNERSHIP LTD.
(A LIMITED PARTNERSHIP)
SELECTED FINANCIAL DATA
AS OF AND FOR THE YEARS ENDED JUNE 30
UNAUDITED


<TABLE>
<CAPTION>
SELECTED INCOME STATEMENT DATA
 	 1 9 9 9	       1 9 9 8		  1 9 9 7		  1 9 9 6	     1 9 9 5
<S>	<C>		<C>		<C>		<C>		<C>

Sales and rental
 of real estate	$	         -	$	-	$	10,449,562	$	10,186,182	$	9,874,474
Lease Income		5,352,291		4,755,196		-		-		-
Interest and other
 income		    18,818	  	114,134		90,035		74,341		75,179

Total Revenues	$	 5,371,109	$	4,869,330	$	10,539,597	$	10,260,523	$	9,049,653

Net Income(Loss)
 Before Extra-
 ordinary Item	$	307,173	$	140,884	$	 450,995 	$	224,775	$	  (589,551)

Net Income(Loss)	$	307,173	$	140,884	$	 450,995 	$	224,775	$	  (589,551)

SELECTED BALANCE
 SHEET DATA

Total Assets	$	30,597,154	$	30,948,582	$	31,006,067	$	31,866,913	$	31,567,368

Partners' Cash
 Distributions	$	1,572,000	$	NONE	$	NONE	$	NONE	$	NONE


NOTE: Information shown is from the combined financial statements of City Planned
Communities and Unicom Partnership Ltd.

</TABLE>


See notes to combined financial statement.
II-3




ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	- ALL STATE PROPERTIES L.P.

		YEAR ENDED JUNE 30, 1999 COMPARED TO YEAR ENDED
  		JUNE 30, 1998

FINANCIAL CONDITION

	Registrant's source of working capital consists of cash
received from borrowings and loans received from Unicom.

	In consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom agreed to
distribute 26.76%,(including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:

  1.34% to F. Trace, Inc., the former general partner of
         Unicom
 49.33% to Newnel Partnership
  3.60% to certain individuals who made cash advances to
         Unicom on behalf of the company
 45.73% to the Company

100.00%

	Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Unicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

  3.49% to the non-partner distributees

	    As to the partners:

  1.00% to F. Trace, Inc., the former general partner of
         Unicom
 23.27% to the newly admitted limited partners
 36.12% to Newnel Partnership
 36.12% to the Company (including 3.60% given to certain
         individuals who made cash advances to Unicom on
         behalf of the Company)

100.00%

	The amount of the distribution to be received by the
Company is the same under both of the above calculations.



II-4









	In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

	Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.

RESULTS OF OPERATIONS

	Revenues  Revenues decreased by 20% for the year ended
June 30, 1999 as compared to 1998 as a result of the sale of
land and condominium units in 1998.

	Costs and Expenses   The total costs and expenses for
the year ended June 30, 1999 increased by 33% due to the
turnover of the Wimbledon Condo to the unit owners (Item
1(b)(i)(I)(b)

Net Loss	   Net loss was increased by 60%.


	See Note 12 to the financial statements relative to a
recent lease and option agreement entered into by Unicom
Partnership Ltd.






























 II-5





ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
		FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ALL STATE PROPERTIES L.P.

		YEAR ENDED JUNE 30, 1998 COMPARED TO YEAR ENDED
		JUNE 30, 1997

FINANCIAL CONDITION

	Registrant's  source of working capital consists of cash
received from borrowings and loans received from its 50%
joint venture, CPC. No cash was available for distribution
during the year ended June 30, 1998.

	In consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom agreed to
distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:


  1.34%	to F. Trace, Inc., the former general partner of
Unicom
 49.33% to Newnel Partnership
  3.60% to  certain  individuals  who  made  cash advances
        to Unicom on behalf of the Company
 45.73% to the Company

100.00%

	Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Unicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

 3.49%	to the non-partner distributees

	As to the partners:

 1.00% to F Trace, Inc., the former general partner of
Unicom
 23.27% to the newly admitted limited partners
 36.12% to Newnel Partnership
 36.12% to  certain  individuals  who  made  cash advances
        to Unicom on behalf of the Company

100.00%

	The amount of the distribution to be received by the
Company is the same under both of the above calculations.


II-6







	In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC. Certain individuals
advanced funds to the Company. In consideration of those
advances, the Company assigned to those individuals 10.23%
of distributions received by it from CPC, after deducting
the amounts necessary to repay the funds advanced by them.

RESULTS OF OPERATIONS

	REVENUES	Revenues decreased by 94% for the year ended
June 30, 1998 as compared to 1997 as a result of the sale of
land and condominium units in 1997.

	COSTS AND EXPENSES  The total costs and expenses for the
year ended June 30, 19986 decreased by 57%.

Net Loss	Net loss was decreased by 8%.

SUBSEQUENT EVENTS

	See Note 12 to the financial statements relative to a
recent lease and option agreement entered into by Unicom
Partnership Ltd.

































II-7







ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
		- CITY PLANNED COMMUNITIES AND UNICOM
		PARTNERSHIP LTD.

		YEAR ENDED JUNE 30, 1999 COMPARED TO YEAR ENDED
		JUNE 30, 1998


	The net income for the year ended June 30, 1999 as
compared to 1998 was the same.

	In consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom agreed to
distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that becomes available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:

  1.34% to F. Trace, Inc., the former general partner of
     Unicom
 49.33% to Newnel Partnership
  3.60% to  certain  individuals  who  made  cash advances
         to Unicom on behalf of the Company
 45.73% to the Company

100.00%

	Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Unicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

  3.49% to the non-partner distributees

	     As to the partners:

  1.00% to F. Trace, Inc., the former general partner of
         Unicom
 23.27% to the newly admitted limited partners
 36.12% to Newnel Partnership
 36.12%	to the Company (including 3.60% given to certain
         individuals who made cash advances to Unicom on
         behalf of the Company)

100.00%





II-8







	The amount of the distribution to be received by the
Company is the same under both of the above calculations.

	In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

	Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.















































II-9






ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
		- CITY PLANNED COMMUNITIES AND UNICOM
		PARTNERSHIP LTD.

		YEAR ENDED JUNE 30, 1998 COMPARED TO YEAR ENDED
		JUNE 30, 1997


	The net income for the year ended June 30, 1998 as
compared to 1997 decreased by 69% as a result of the
payments to the lessee (see Note 8 to financial statement.)

	In consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom agreed to
distribute 26.76% (including 5% to the general partner of
the Company) of any of its cash that becomes available for
distribution to those individuals. The balance of any cash
that became available for distribution up to $13,351,210
would be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 was disbursed,
remaining cash would be distributed 26.76% to the
aforementioned individuals and the remainder as follows:

  1.34% to F. Trace, Inc., the former general partner of
     Unicom
 49.33% to Newnel Partnership
  3.60% to  certain  individuals  who  made  cash advances
         to Unicom on behalf of the Company
 45.73% to the Company

100.00%

	Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of
Unicom, with the 3.49% remaining as non-partner
distributees. Restating the above to reflect the admission
of the aforesaid individuals as limited partners, the cash
flow available for distribution after the payment of the
$13,351,210 will be distributed as follows:

  3.49% to the non-partner distributees

	     As to the partners:

  1.00% to F. Trace, Inc., the former general partner of
         Unicom
 23.27% to the newly admitted limited partners
 36.12% to Newnel Partnership
 36.12%	to the Company (including 3.60% given to certain
         individuals who made cash advances to Unicom on
         behalf of the Company

100.00%




II-10







	The amount of the distribution to be received by the
Company is the same under both of the above calculations.

	In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals
for funds advanced by them to CPC.

	Certain individuals advanced funds to the Company. In
consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it
from CPC, after deducting the amounts necessary to repay the
funds advanced by them.














































II-11





ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



`ALL-STATE PROPERTIES L.P.
P O BOX 5524
Fort Lauderdale, FL 33310-5524

Telephone (954) 572-2113     Fax (954) 749-5664




The accompanying balance sheets of All-State Properties L.P.
(a limited partnership) (Note 1A) as of June 30, 1999 and
the related statements of operations, changes in partners'
capital (deficit) and cash flow for the year then ended and
the schedule and exhibit listed in the index have been
compiled in accordance with standards established by the
American Institute of Certified Public Accountants.

The accompanying financial statements have not been audited
by independent public accountants and no accountant has
expressed an opinion thereon. They have been prepared by the
Registrant assuming that All-State Properties L.P. (a
limited partnership) (Note 1A) will continue as a going
concern. As explained in Note 11 to the financial
statements, at June 30, 1999, conditions exist which
indicate that the partnership is unable to generate
sufficient cash flow to meet its obligations. The financial
statements do not include any adjustments or
reclassifications that might result from the outcome of
these uncertainties.

No auditing procedures have been performed since September,
1989. The Registrant's cash flow is insufficient for the
Registrant to compensate accountants for past or present
services.

The Registrant intends to obtain audited financial
statements for the 1990-1999 periods as soon as it is in a
financial position to compensate an accountant for such
services.

                                   Very truly yours,

                                   ALL-STATE PROPERTIES L.P.


                               By:
                                      STANLEY R. ROSENTHAL
                                        General Partner








II-12






ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)(NOTE 1A)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED



I N D E X


	PAGE


Partnership's Letter	II-12

FINANCIAL STATEMENTS:

   Balance Sheets               				II-14

   Statements of Operations      		          II-15

   Statements of Changes in Partners' Capital
    (Deficit)  					II-16

   Statements of Cash Flows				        	II-17/18

   Notes to Financial Statements         		II-19/29

SUPPLEMENTAL INFORMATION:

   Exhibits indicating the Computation of
    Earnings per Unit					IV-6

   Schedule X - Supplemental Income Statement
                 Information Charged to Cost
                 and Expenses	     		       	IV-5

   Selected Financial Data					II-2




















II-13







ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
BALANCE SHEETS
JUNE 30, 1999 AND 1998
(UNAUDITED)
A S S E T S
	          JUNE 30
 	     1 9 9 9    1 9 9 8
Cash	$	  20,425	$	4,037

Other Assets	$	1,210	$	2,956

Total Assets	$	 21,635	$	6,993

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
  Notes payable (Notes 4 and 8)	$	573,225	$	430,600
  4% convertible subordinated
   debentures (Notes 5, 8 and 11)		2,563,433		2,498,349
  Partnership distributions payable
   (Note 9)		252,496		252,496
  Notes payable - related party
   (Note 2)		194,805		166,749
  Accounts payable and other
   liabilities (Note 7)    		 30,474		33,413

	$	3,614,433	$	3,381,607
DEFICIENCY IN PARTNERSHIPS:
  Undistributed earnings (loss) of
   partnerships (Notes 1C, 1D,
   2,4 and 11)	$	1,015,561	$	992,266

COMMITMENTS AND CONTINGENCIES
 (Notes 2,11,12,and 13)	$	    -	$	-

PARTNERS' CAPITAL (DEFICIT):
  Partners' capital (deficit)
   (3,772,419 units authorized,
   3,118,065 units outstanding)
   (Notes 4, 6 and 9)	$	(4,383,983)	$	(4,148,035
 Notes receivable-officers/partners
   including accrued interest of
   $78,988 in 1998 and $73,416 in
   1997 (Note 3)  	   (224,376)		(218,845)

	$	(4,608,359)$	(4,366,880)
TOTAL LIABILITIES AND PARTNERS'
 CAPITAL (DEFICIT)	$	  21,635	$	6,993










See notes to financial statements.
II-14





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED


	  1 9 9 9		  1 9 9 8		  1 9 9 7
REVENUES (Note 10):

  Loss from real
   estate partnership
   (Note 2)	$	(23,295)	$	 (34,380)	$	 (82,532)
  Interest and dividend
   income (Note 3)		 7,364		9,448		11,971
  Other		 -		26,815		5,300
  Sale of land and
   condominium units		 -		13,500		310,900

	$	 (15,931)	$	15,383	$	245,639

COST AND EXPENSES:


  Selling, general and
   administrative
   expenses(Note 1E)	$	 99,937	$	 31,441	$	86,370
  Interest (Notes 1E,
   4 and 5)		120,080		119,529		100,838
  Cost of land and
   condominiums sold		 -		16,390		200,394

      Total	$	220,017	$	167,360	$	387,602

NET LOSS	$	(235,948)	$	(151,977)	$	(141,963)

NET INCOME OR (LOSS)
 PER PARTNERSHIP UNIT
 (Note 1F)	$   (0.08)	$    (0.05)	$    (0.05)


CASH DISTRIBUTIONS PER
 UNIT	$	NONE	$	NONE	$	NONE















See notes to financial statements.
II-15




ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

<TABLE>
<CAPTION>
							  NOTES		   TOTAL
							RECEIVABLE		 PARTNERS
	   NUMBER		 GENERAL		  LIMITED		 OFFICERS/		 CAPITAL
	  OF UNITS		 PARTNER		 PARTNERS		 PARTNERS		 (DEFICIT)
<S>	<C>		<C>		<C>		<C>		<C>
BALANCE - June 30, 1996		3,118,065	$	2	$	(3,854,095)	$	(207,679)	$(4,061,774)

Net loss		-		-		(141,963)		-		(141,963)
Net increase in notes receivable-
 partners		-		-		-		(5,594)		(5,594)


BALANCE - June 30, 1997		3,118,065	$	2	$	(3,996,058)	$	(213,273)	$	(4,209,331)

Net loss		-		-		(151,977)		-		(151,977)
Net increase in notes receivable-
 partners		-		-		-		(5,572)		(5,572)

BALANCE - June 30, 1998		3,118,065	$	2	$	(4,148,035)	$	(218,845)	$	(4,366,880)

Net loss		-		-		(235,948)		-		(235,948)
Net increase in notes receivable-
 partners		-		-		-		(5,531)		-

BALANCE - June 30, 1999		3,118,065	$	2	$	(4,383,983)	$	(224,376)	$	(4,602,828)


</TABLE>







See notes to financial statements.
II-16





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

                                    YEARS ENDED JUNE 30,
	  1 9 9 9		  1 9 9 8		  1 9 9 7
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS
 (Note 1G)

Cash Flows from Operating
 Activities:

	Cash received principally
	 from rental activities
	 and sale of condominiums	$	-	$	9,051	$	310,900
	Interest and dividends
	 and other income received	1,833		48,828			6,086
	Cash paid for selling,
	 general and administrative
	 expenses		(101,130)		(61,349)			(256,409)
	Interest paid		(12,457)		(94,051)		(7,937)

	   Net Cash (Used)
      Provided by Operating
	    Activities	$	(111,754)	$	(97,521)	$	52,640

Cash Flows from Financing
 Activities:

	(Payment) Proceeds from
	 notes payable - net	$	113,044	$	45,461	$	(40,925)
	Proceeds (payments) on
	 note-related party - net		15,098		42,665		-

	   Net Cash Provided
	    (Used) by Financing
	    Activities	$	128,142	$	88,126	$	(40,925)

NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS	$	16,388	$	(9,395)	$	11,715

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF YEAR		4,037		13,432		1,717

CASH AND CASH EQUIVALENTS
 AT END OF YEAR	$	20,425	$	4,037	$	13,432










See notes to financial statements.
II-17





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

                                    YEARS ENDED JUNE 30,
	  1 9 9 9		  1 9 9 8		  1 9 9 7
Reconciliation of net (loss)
 to net cash (used) provided
 by operating activities:

   Net (Loss)	$	(235,948)	$	(151,977)	$	(141,963)

Adjustments to reconcile net
 (loss) to net cash (used)
 provided by operating
 activities:
  Cost of real estate sold 	$	 -	$	12,000	$	205,036
  Loss from real estate
   partnership		23,295		 34,380		 82,532

Changes in assets and liabilities:
  Increase (Decrease) in
   accrued interest -
   notes payable		(29,581)		(41,978)		15,447
  Increase in accrued interest
  - related party notes (net)	12,958		57,324		5,995
  (Increase) in notes receiv-
   able - partners		(5,531)		(5,572)		(5,594)
  Decrease in trade and other
   receivables		-		-		1,720
  Decrease (increase) in other
   assets		  1,746		418		(936)
  Increase in 4% convertible
   subordinated debenture in-
   cluding accrued interest		65,084		65,084		65,084
  (Decrease) Increase in
   accounts payable and other
   liabilities		  (2,939)		(67,200)		(174,681)

   Total Adjustments	$	 124,194	$	54,456	$	194,603

NET CASH (USED) PROVIDED BY
 OPERATING ACTIVITIES	$	(111,754)	$  (97,521)$	 52,640












See notes to financial statements.
II-18







ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
UNAUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	A.  Basis of Presentation

		On November 3, 1986, Wimbledon Development Ltd. (a
limited partnership) was formed to construct and
sell condominium units on land acquired from All-
State Properties L.P. (hereafter the Company). As
of June 30, 1999, all the land and condominiums
owned by Wimbledon have been sold. The Company has
a 99% limited partnership interest in Wimbledon
Development Ltd. and the remaining ownership is
being held by a corporation controlled by the
president of the Company. The Corporation is the
general partner of the partnership and is
responsible  for the management of Wimbledon
Development Ltd. The Company includes in its
accounts the assets, liabilities, revenues and
expenses of Wimbledon Development Ltd. All
significant intercompany accounts and trans-
actions have been eliminated.

	B.	Organization

	All-State Properties L.P. (a limited partnership)
is the successor to All-State Properties, Inc. and
Subsidiaries. On September 20, 1984, the
shareholders of All-State Properties, Inc.
approved a Plan of Liquidation pursuant to which
the shareholders were issued limited partnership
units in the Partnership in exchange for their
stock of the Corporation.

C.	Equity in Partnerships

	The investments in unconsolidated real estate
partnerships are carried at cost plus the
Company's equity (deficiency) in the partnerships'
undistributed earnings (deficit) (Note 2).

D.	Operations and Income Recognition

	The Company was primarily engaged, in South
Florida, in the development and sale of land
through a 50% owned real estate partnership, City
Planned Communities which is substantially
inactive as of June 30, 1999, except for various
intercompany loans and advances (Note 10). It also
was involved in the construction and sale of
residential condominiums through a 99% owned
limited partnership interest in Wimbledon
Development Ltd. As of June 30, 1999, all the land
and condominiums owned by Wimbledon have been sold

II-19






ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
UNAUDITED


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

	D.	Operations and Income Recognition (Continued)

	(Note 1A). In addition, the Company has a 36.12%
limited partnership interest in Unicom Partnership
Ltd. (Note 2), which has constructed and operates
an adult apartment rental community.

	Condominiums

	Revenues from the sale of condominiums are
recorded at the time of closing. Construction
costs, as outlined in FASB No. 67, Accounting for
Cost and Initial Rental Operations of Real Estate
Projects, are allocated to individual units based
on relative sales value of each unit.

E.	Real Estate Held for Sale and Development

	Real estate held for sale and development is
carried at the lower of cost or net realizable
value. Costs of acquiring and developing land are
accumulated and allocated on a per unit basis.
During the period of development and construction,
certain overhead, selling and carrying costs were
capitalized to the extent that these capitalized
costs did not increase the carrying value in
excess of net realizable value.

	In accordance with FASB No. 34, Capitalization of
Interest Cost, interest costs on qualifying assets
under construction are capitalized until the assets
are ready for their intended use. Thereafter, such
expenses are a period cost. During the years ended
June 30, 1999, 1998 and 1997, total interest
incurred of $120,080, $119,529 and $100,838,
respectively were charged to current operations.












II-20





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
UNAUDITED




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

	F.	Income (Loss) Per Partnership Unit

	Income (loss) per partnership unit is computed by
dividing the net income (loss) by the weighted
average number of units outstanding. Effect is
given to the convertible debentures that are
dilutive.

	G.	Cash and Cash Equivalents

	For the purposes of the statements of cash flows,
the Company considers all highly liquid investments
with a maturity of three months or less to be cash
equivalents.

	H.	Use of Estimates

	The preparation of financial statements in
conformity with generally accepted accounting
principles may require management to make estimates
and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual
results could differ from those estimates.

NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
          RECEIVABLE

	The Company owns a 50% interest in City Planned
Communities (a general partnership) (CPC). In
September 1986, the Company acquired a 49.5%
(subsequently adjusted to 36.12%) Note 2 limited
partnership interest in a limited partnership, Unicom
Partnership Ltd (Note 12). The beneficial owners of
Unicom Partnership Ltd. were substantially the same as
the beneficial owners of City Planned Communities.
Unicom Partnership Ltd. acquired land from City
Planned Communities and has constructed an adult
apartment rental community.

	CPC advanced approximately $12,700,000 to Unicom. The
funds have been used by Unicom to fund project cost
and the operating deficit. In June, 1995, the partners
of CPC agreed to contribute $13,351,210 in notes,
loans and accrued interest to Unicom's capital.




II-21





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
UNAUDITED




NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
         RECEIVABLE (Continued)

	The Company discontinued applying the equity method to
its investment in Unicom Partnership Ltd. (Unicom) in
1988 when the investment account was reduced to zero.
The Company will resume applying the equity method
only after its share of the net income equals the
share of net losses not recognized during the period
the equity method was suspended. The unrecognized
income or losses are not included in the Company's
partners' deficiency.

During the current year the Company's share of
Unicom's income was $127,779.

	As of June 30, 1999 and 1998, the details of the
related party obligations between City Planned
Communities and the Company are as follows:

                                       JUNE 30,
                 			   1 9 9 9		  1 9 9 8
	Note receivable from City
	Planned Communities -
	Unsecured demand loan,
	interest at 8.5% per
	annum including accrued
	interest 			$	 17,906	$	33,592

	Note payable to City
    Planned Communities -
    unsecured demand loan,
    interest at 8.5% per
    annum, including
    accrued interest			(212,711)		(200,341)


	   NET			$	(194,805)	$	(166,749)












II-22






ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
         RECEIVABLE (Continued)


	The Company's equity (deficiency) in the partnership
and the percentage of the equity (deficit) in the
partnerships to the total assets of the Company as of
June 30, is as follows,

		  CITY		  UNICOM
		 PLANNED		PARTNERSHIP
		COMMUNITIES	   LTD.
		 (NOTE 10)	 (NOTE 12)	  COMBINED

	1999	$	(1,015,561)	$       -0-	$	(1,015,561)

	1999	    (100.0%)      	  -0-	    (100.0%)

	1998	$	  (992,266) 	$       -0-	$	  (992,266)

	1998               (100.0%)         -0-	    (100.0%)

	In consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom
agreed to distribute 26.76% (including 5% to the
general partner of the Company) of any of its cash
that becomes available for distribution to those
individuals. The balance of any cash that becomes
available for distribution up to $13,351,210 will be
distributed to the Company and Newnel Partnership for
the benefit of CPC. After $13,351,210 is disbursed,
remaining cash will be distributed 26.76% to the
aforementioned individuals and the remainder as
follows:

			1.34% to F. Trace, Inc., the former general partner
	                of Unicom
			49.33% to Newnel Partnership
			3.60% to certain individuals who made cash advances
			         to Unicom on behalf of the Company.
			45.73% to the Company

			100.00%











II-23





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 2 - EQUITY (DEFICIENCY) IN PARTNERSHIPS AND NOTE
	RECEIVABLE (Continued)

	Subsequently, of the holders of the 26.76%,
individuals receiving 23.27% were admitted as limited
partners of Unicom, with the 3.49% remaining as non-
partner distributees. Restating the above to reflect
the admission of the aforesaid individuals as limited
partners, the cash flow available for distribution
after the payment of the $13,351,210 will be
distributed as follows:

		3.49% to the non-partner distributees

	    		As to the partners:

  		1.00% to F. Trace, Inc., the former general partner
                  of Unicom
		23.27% to the newly admitted limited partners
 		36.12% to Newnel Partnership
 		36.12% to the Company (including 3.60% given to
                   certain individuals who made cash advances
                   to Unicom on behalf of the Company)

		100.00%

	The amount of the distribution to be received by the
Company is the same under both of the above
calculations.

	In addition, CPC assigned 9.00% of any of its cash
that becomes available for distribution to certain
individuals for funds advanced by them to CPC.

	The Company also assigned 10.23% of its share of
distributions from CPC to individuals in consideration
of funds advanced by them to the Company.

NOTE 3 - NOTES RECEIVABLE - PARTNERS

		The former treasurer and the general partner of the
Company, who were officers of the predecessor
corporation, originated on April 19, 1984 the notes
receivable when they exercised their options to
acquire 130,000 shares of common stock, which were
subsequently exchanged for limited partnership units.
The Company received cash and notes receivable from
the transaction. The balances of notes receivable
consists of the following as of June 30, 1999.




II-24






ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 3 - NOTES RECEIVABLE - PARTNERS (Continued)

	          PRINCIPAL
	          INCLUDING
                  ACCRUED
	          INTEREST       MATURITY DATE		  INTEREST

                 $  224,376       July, 2000 	     4% per
                    		                           Annum

	To secure their obligation to pay the notes and
accrued interest, the Company was granted a lien on
and a security interest in the units. Cash
distributions which were  previously applied as
mandatory prepayments at 50% were increased to 100%
and are to be applied first to accrued interest, and
then as a reduction of principal until paid in full.
The notes are non-recourse.

		  1 9 9 9		  1 9 9 8
NOTE 4 - NOTES PAYABLE

	Notes payable at June 30
        	consist of the following:

	Notes payable - individual (in-
       	cluding   accrued   interest of
$7,124  and   $3,127    respec-
tively) due  December 31, 2000.
Interest  at   10%   per annum.
The  Company assigned a 1% par-
ticipation in profits  and cash
flow  from   Unicom   or   City
Planned Communities in order to
	obtain this loan.  (Notes 2 and
	10).	$	44,298	$	 40,301

	Note payable - individuals  (in-
	cluding  accrued   interest   of
	$81,999  and   $56,475   respec-
	tively) due on demand,  interest
	from 8.5% to 15%  per annum, un-
	secured.  The  Company  assigned
	7.5% of its potential  distribu-
	tions from City Planned Communi-
	ties to the individuals in order
	to obtain  this  loan and  other
	funds advanced on the  Company's
	behalf. (See Note 2).		     528,927  	390,299




II-25






ALL STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 4 - NOTES PAYABLE (Continued)
				 1 9 9 8		  1 9 9 7

				$	573,225	$	430,600

	The approximate amortization of principal and accrued
interest until maturity will be as follows as of June
30, 1999:

	                June 30, 2000     $ 528,927
	                June 30, 2001        44,298

		     $ 573,225

NOTE 5 - 4% CONVERTIBLE SUBORDINATED DEBENTURES

	The 4% convertible subordinated debentures at June 30,
consist of the following:


		    1 9 9 9	  1 9 9 8     1 9 9 7


	Convertible at $3
	per unit	$	1,625,301	$	1,625,301	$	1,625,301
	Convertible at $1
	per unit		1,811		1,811		1,811
	Accrued interest
	 (Note 8)		936,321		871,237		806,153

		$	2,563,433	$	2,498,349	$	2,433,265


NOTE 6 - INCOME TAXES

	The partnership is not subject to income taxes. Instead,
the partners are required to include in their income tax
return their share of the Company's income or loss as
adjusted to reflect the effects of certain transactions
which are accorded different accounting treatment for
federal income tax purposes. The partnership's
approximate income (losses) for tax reporting purposes
for the years ended June 30, 1999, 1998 and 1997
aggregated ($236,000), ($160,000) and ($680,000),
respectively, which approximates income (losses) of
($0.08), ($0.05) and income of ($0.22) per unit, based
on 3,118,065 outstanding partnership units.







II-26





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED


NOTE  7 - ACCOUNTS PAYABLE AND OTHER LIABILITIES:

	   Account payable and other
	   liabilities  at  June  30
	   consist of the following:

		  1 9 9 9	   1 9 9 8	    1 9 9 7

		Taxes, primarily
		 real estate   $		-	$	-	 $	605			Professional
		 fees		8,705		9,585		77,012
		Other		21,769		23,828		22,996


  		$	30,474	$	33,413	$  100,613

NOTE 8 - ACCRUED INTEREST

         Accrued interest con-
         sists of the following:

		  1 9 9 9		   1 9 9 8
	   Interest payable included in
	   notes payable (Note 4)	$	 89,123	$	59,542
	  Interest included in 4% con-
	  vertible subordinated deben-
	  tures (Notes 5 and 10)		  936,321	 	871,237

		$ 1,025,444	$	930,779

NOTE 9 -	PARTNERS' CAPITAL (DEFICIT)

	As of June 30, 1999, there are 1,560 shareholders
holding 283,209 shares of the predecessor corporation
that have not converted their stock certificates into
limited partnership units. The limited partnership,
from inception through June 30, 1999, has declared
accumulated distributions of $.85 per each unit of
partnership interest outstanding. The partnership
distributions payable represent the Company's
liability if the stock certificates are converted into
partnership units.

 		The Company did not make cash distributions to its
unit owners during years ended June 30, 1999, 1998 and
1997.


NOTE 10 - RESTRUCTURED FINANCING

		In October of 1993, the Company owed a bank interest
and principal totaling $270,974 on two outstanding
obligations (See Note 4).   A  limited  partner of the

II-27




ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 10 - RESTRICTED FINANCING (Continued)

	Company purchased the obligation from the bank for
$125,000 and advanced another $25,000 to the Company.
The Company and the individual entered into a
modification of the original mortgage and also
assigned to the individual a 1% participation in
profits and cash flows from Unicom or City Planned
Communities.

	The obligation originally maturing on August 1, 1995
was extended to August 1, 1997 was modified as of
August 1, 1997 converting all unpaid interest to
principal and all principal will accrue interest at
10% per annum. This new note and accrued interest is
due December 31, 2002.

NOTE 11 - BUSINESS UNCERTAINTIES

	The Company has $2,563,433 of convertible subordinated
debentures including accrued interest which matured on
September 30, 1989 (Note 5).

	The Company's primary source of cash flow has been
from its 50% owned real estate partnership, City
Planned Communities (Note 2). The current availability
of cash flow from City Planned Communities is not
deemed sufficient in order for the Company to meet its
currently maturing obligations and its working capital
requirement.

	The Company also has a 36.12% limited partnership
interest in Unicom, A Limited Partnership (Notes 1D, 2
and 12). However, the investment in Unicom has not
generated cash flow sufficient to pay its subordinated
debentures.

NOTE 12 - UNICOM PARTNERSHIP LTD - LEASE AGREEMENT

	Effective July 1, 1997, Unicom entered into an
agreement with an intended purchaser who leased the
facility for a three-year period after which time the
purchaser can purchase the property or cancel the
option and forfeit their deposit. The agreement calls
for the tenant to pay Unicom a base rent equal to the
monthly principal and interest on the outstanding HUD
financing plus the amounts necessary for payment of
the various escrows related to the HUD financing. The
tenant will retain $821,712, $1,175,000, and
$1,275,000, respectively, during the three year
period, and Unicom will be paid all other remaining
revenue from the facility providing the profit during
any year exceeds a certain threshold.

II-28





ALL-STATE PROPRTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 199
UNAUDITED



NOTE 13 - LEGAL PROCEEDINGS

	A limited partnership in which the Company is the
limited partner has been named as a defendant in a lawsuit
seeking all damages allowable under the Florida Wrongful Death
Act. On or about April 17, 1998, one of the decedents was
operating a motor vehicle in the parking lot of a condominium,
developed by the defendant limited partnership when she drove
said vehicle into a canal abutting but not part of the
condominium property. The other decedent was a passenger in said
vehicle.

	The Company does not believe it has any liability, and
counsel selected by its insurance carrier is representing the
limited partnership.





































II-29




CITY PLANNED COMMUNITIES
5500 NORTHWEST 69TH AVENUE * LAUDERHILL, FLORIDA * 33319
(954) 572-2112 BROWARD * TELECOPIER (954) 749-5664






The accompanying combined balance sheets of City Planned
Communities (a partnership) (CPC) and Unicom Partnership Ltd. (a
limited partnership) (Unicom) as of June 30, 1999 and 1998 and
the related combined statements of operations, changes in
partners' capital (deficit) and cash flows for the years then
ended, and the supplemental information listed in the index,
have been compiled by these partnerships in accordance with
standards established by the American Institute of Certified
Public Accountants.

The accompanying financial statements have not been audited by
independent public accountants, and no accountant has expressed
an opinion thereon.

As discussed in Note 5, Unicom successfully completed a
reassignment and reinstatement of its mortgage on July 28, 1995.

As of July 1, 1997, Unicom entered  into a lease and an option
to purchase agreement with CareMatrix Corporation. (See Note 6C
to Combined Financial Statements).

The financial statements of Unicom have been audited. No
auditing procedures have been performed since September, 1989
for CPC.

As explained in the accompanying statements in respect of the
financial statements of All-State Properties L.P., the
undersigned entities intend to obtain audited financial
statements for the 1990-1999 periods as soon as they are in a
financial position to compensate an accountant for such
services.

                                      Very truly yours,

	     CITY PLANNED COMMUNITIES
                                    UNICOM PARTNERSHIP LTD.



                                    By:
                                        STANLEY R. ROSENTHAL
                                        Managing Partner








II-30






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED COMPILED FINANCIAL STATEMENTS
JUNE 30, 1999
UNAUDITED



C O N T E N T S


	PAGE

Partnership's Letter      	        II-30

Combined Financial Statements:

   Balance Sheets               					  II-32

   Statements of Operations      	     					II-33

   Statements of Partners' Capital (Deficit)				II-34

   Statements of Cash Flows                          II-35/37

   Notes to Financial Statements                     II-38/43

Supplemental Information:

   Explanation of eliminations to combining
    financial statements                 		   II-44

   Combining Balance Sheets					   II-45/48

   Combining Statements of Operations                II-49/51

   Combining Statements of Partners' Capital
   (Deficit)		                       	II-52

   Combining Statements of Cash Flows                II-53/61

   Selected Financial Data 					   II-3

















II-31







CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
JUNE 30, 1999 AND 1998
UNAUDITED

A S S E T S
	  1 9 9 9		  1 9 9 8
Property and equipment, at cost
 (Notes 1B, 5 and 6C):
  Building, including land of
   $1,078,114	$	33,471,775	$	33,397,340
  Furniture and equipment		1,547,231		1,309,753
  China, glassware, silverware and
   utensils		41,713		41,713
		$	35,060,719	$	34,748,806
	Less accumulated depreciation
   and amortization		(8,763,941)		(7,812,616)
		$	26,296,778	$ 26,936,190
Cash	 	1,526,882		1,128,620
Cash - restricted for tenants'
 security deposits		734,986		686,127
Real estate for sale - at cost
 (Note 5) - land		9,666		 9,666
Deferred management fees -
 related party (Notes 1A and 4)		631,543		631,543
Funds held in escrow		583,292		619,913
Prepaid expenses		242,329		336,773
Other assets		571,678		     599,750

TOTAL ASSETS	$	30,597,154	$	30,948,582

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
LIABILITIES:
  Mortgage loan payable, including
   $179,329 and $0 of accrued
   interest, respectively (Note 5)	$	26,985,002	$	27,097,304
  Notes payable - others		 27,413		 40,812
  Notes payable - related parties,
   including $24,221 and
   $38,960 of accrued interest,
   respectively (Note 2)		  380,627		849,987
  Accounts payable and accrued
   expenses (Note 3)	 	1,314,573		1,157,380
	Tenant security deposits		716,646		630,790
  Deferred interest (Note 5) 		2,276,756		2,355,572
  Option deposit (Note 6C)		4,500,000		4,500,000

	$36,201,017		$	36,631,845
COMMITMENTS AND CONTINGENCIES
 (Notes 4, 6, and 7)		-		-
PARTNERS' CAPITAL (DEFICIT)
 (Notes 4 & 6B)		(5,603,863)		   (5,683,263)

TOTAL LIABILITIES AND PARTNERS'
 CAPITAL (DEFICIT)	$	30,597,154	$	  30,948,582


See notes to combined financial statements.
II-32






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1999, 1998, AND 1997
UNAUDITED



	  1 9 9 9		  1 9 9 8		  1 9 9 7
  	 (Note 6C)
REVENUES:

  Sale of land	$	     -	$	-	$	-
  Rental income		-		-		10,449,562
  Interest and other
   income		18,818		114,134		90,035
  Lease income (Note
   6C)		5,352,291	(1)5,239,408	-

	$	 5,371,109	$	5,353,542	$	10,539,597

EXPENSES:

  Cost of land sold	$	    -	$	    -	$	-
  Dietary and resident
   services		-		-		3,156,811
  General and adminis-
   trative (Note 4)		1,217,305		1,078,689		1,049,693
  Marketing and adverti-
   sing		-		-		256,120
  Maintenance and utili-
   ties		-		-		1,390,463
  Taxes and insurance		507,265		496,024		792,746

	$	1,724,570	$	1,574,713	$	6,645,833

NET INCOME BEFORE DEPRE-
 CIATION, AMORTIZATION
 AND INTEREST:	$	3,646,539	$	3,778,829	$	3,893,764


OTHER EXPENSES:

  Interest (Note 1C)	$	2,306,611	$	2,624,412	$	2,490,833
  Depreciation and
   amortization		 1,032,755		1,013,533		951,936

	$	3,339,366	$	3,637,945	$	3,442,769

NET INCOME	$	307,173	$	 140,884 $	 450,995


(1) Restated for comparative purposes.





See notes to combined financial statements.
II-33






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED







	  1 9 9 9		  1 9 9 8		  1 9 9 7


PARTNERS' CAPITAL
 (DEFICIT)- Beginning	$	(5,683,263)	$	(3,816,143)	$	(5,116,277)

   Distributions
   (Notes 4 & 6B)	 	(1,572,000)		 (5,001,156)		(1,219,000)

   Contributions
   (Notes 4 & 6B)		1,344,227	 	2,993,152		2,068,139
   Net income		307,173		140,884		450,995


PARTNERS' CAPITAL
 (DEFICIT) - Ending	$	(5,603,863)	$	(5,683,263)	$	(3,816,143)






























See notes to combined financial statements.
II-34






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

	  1 9 9 9		  1 9 9 8		  1 9 9 7
INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS

Cash Flows from Operating
 Activities:
  Cash from customers/
   tenants	$	-	$	-	$	10,421,519
  Interest received       	18,818		-		53,341
  Cash paid - interest		(2,299,245)		(4,078,848)	(2,223,519)
  Cash paid - suppliers,
   employees and admini-
   strative expenses		(1,504,950)		(731,094)	(6,780,951)
  Lease income	 	5,352,291		4,676,201		-

    Net Cash (Used) Pro-
     vided) by Operat-
     ing Activities	$	1,566,914	$	(133,741)$	1,470,390)

Cash Flows from Investing
 Activities:
  Capital expenditures -
   net	$	   (311,913)	$	(133,920)$	(107,567)
  Escrow funding		     	-		-		(22,764)
  Tenant security de-
   posits		       36,997		-		(54,476)
  Other		      	-		-		-
  Partners' distribu-
   tions - net		(227,775)	$	(2,008,004)$	(1,219,000)
  Option deposit		-		 4,500,000		-

    Net Cash Provided
     (Used) by Invest-
     ing Activities	$	 (502,691)	$	2,358,076	$	(1,403,807)

Cash Flows from Financ-
 ing Ativities:
  Cash received (paid)
   - related party	$	(454,621)	$	(1,569,604)$	2,416
  Cash received (paid)
   notes & mortgages		(211,340)		(399,333) 	(227,513)
  Other		-		(31,941)	(898)

    Net Cash (Used) Pro-
     vided by Financ-
     ing Activities	$	 (665,961)$	(2,000,878)$	(225,995)






See notes to combined financial statements.
II-35







CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED





	  1 9 9 9		  1 9 9 8		  1 9 9 7
NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS	$	398,262		$	223,457	$	(159,412)
CASH AND CASH EQUIVA-
 LENTS-BEGINNING OF
 YEAR		1,128,620		905,163		1,064,575
CASH AND CASH EQUIVA-
 LENTS-END OF YEAR	$	 1,526,882	$	1,128,620	$	905,163






































See notes to combined financial statements.
II-36






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED




	                   (A)
	 1 9 9 9		  1 9 9 8		  1 9 9 7

Reconciliation of net
 profit to net cash
 provided (used)by
 operating activities:

  Net income 	$	307,173	$	 140,884 	$	450,995

Adjustments to reconcile
 net profit (loss) to net
 cash provided (used) by
 operating activities:

  Depreciation and
   amortization	$	951,325	$	924,192	$	951,936
  Increase (decrease)
   in accrued interest
   payable		(7,916)		(1,674,363)		129,783
  (Increase) decrease in
   prepaid expense		 94,444		(162,326)		11,415
  Decrease (increase) in
   other assets and ac-
   counts receivable		64,693 		(397,472)		(69,868)
  (Decrease) increase in
   accounts payable and
   accrued expenses		 157,195		  1,035,344		(3,871)

     Total Adjustments	$	1,259,741	$	  (274,625)	$	1,019,395
NET CASH (USED) PROVIDED
 BY OPERATING ACTIVI-
 IES	$	1,566,914	$	  (133,741)	$	1,470,390

SCHEDULE OF NON-CASH
 INVESTING AND FINANC-
 ING ACTIVITIES:

 (A)	In December of 1996, $30,000 of notes due to partners of
City Planned Communities were contributed to the capital
of the Company.








See notes to combined to financial statements.
II-37






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.	Organization, Operations and Principles of
Combination

1.	City Planned Communities (Hereafter CPC)

	The Partnership was formed in 1968 and was
engaged in the business of land sales in
Broward County, Florida (the Partnership is
relatively inactive). The two fifty percent
partners of CPC are All-State Properties L.P.
(a limited partnership) and NLI Partners, Ltd.
(a limited partnership).

2.	Unicom Partnership Ltd. (Hereafter Unicom)

	The limited partnership was formed on October
27, 1986 to acquire land from CPC for the
purpose of constructing and operating a 324
unit rental project in Broward County, Florida,
which is being operated as an adult apartment
rental complex (AARC). Effective July, 1997,
Unicom has leased its property. (See Note 6C)

3.	Basis for Combination

	All-State Properties L.P. and entities under
common control with the partners of NLI
Partners, Ltd. have a 93% limited partnership
interest in Unicom. Accordingly, the beneficial
owners of Unicom are substantially the same as
those of CPC. Therefore, the financial
statements of CPC and Unicom are being
presented on a combined basis to offer a more
complete presentation of the related entities.
All intercompany transactions have been
eliminated in combination.

	In 1987, Unicom purchased 78 acres of land from
CPC. Due to the related ownership and control
of the two entities and in accordance with
prescribed accounting standards (Note 1D), the
gross profit of approximately $3,158,000 from
this sale, computed as follows, has been
deferred:

	Selling price				$	4,000,000
	Cost of land and land
     development					(822,000)
	Closing costs				   (20,000)

					$	3,158,000

	II-38




CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

A.	Organization, Operations and Principles of
Combination (Continued)

3. Basis for Combination (Continued)

	  	Pursuant to the Management Agreement with the
deceased Managing Partner, the management fee
related to this transaction was paid to the
deceased Manager. The expense will be
recognized when the profit is recognized.

4.	Cash and Cash Equivalents

	For purposes of the statements of cash flows,
the Company considers all unrestricted cash
with maturities of three months or less to be
cash equivalents. Bank Repurchase Agreements
totaling $1,491,404 as of June 30, 1999 were
included in cash.

5. Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting
principles may require management to make
estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly,
actual results could differ from those
estimates.

B.	Property and Equipment

1.	Building is depreciated using the straight-line
method over an estimated useful life of 40
years for financial statement purposes, whereas
the modified accelerated cost recovery system
(MACRS) method over 27-1/2 years is used for
tax presentation. Since the company is a
partnership, income or losses are reported by
the partners. Accordingly, no tax effect
results from the temporary differences.

2.	Furniture and equipment are depreciated using
MACRS for both tax and financial statement
presentation. Differences between this method
and other accelerated depreciation methods are
not material.

3.	China, glassware, silverware and utensils are
represented by a base inventory. Additional
acquisitions are expensed when purchased. The
base inventory will only change if material
variances occur.
II-39




CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

C. Interest

	In accordance with FASB Nos. 34 and 67, Capitalization
of Interest Cost and Accounting for Costs and Initial
Rental Operation of Real Estate Projects, interest and
real estate taxes on qualifying assets under
construction were capitalized until such time  as the
property was ready for its intended use. Thereafter,
such expenses are period costs. During the years ended
June 30, 1999, 1998 and 1997, total interest incurred
was $2,306,611, $2,624,412 and $2,490,833,respectively
was charged to operations.

D. Income Tax Reporting

	For income tax purposes, CPC reports on the cash
basis of accounting while Unicom reports on the
accrual basis. Both utilize the accrual basis of
accounting for financial reporting purposes. No
provision is made in the financial statements for
income taxes since such taxes are the responsibility
of the partners and not the partnerships.

NOTE 2 - NOTES PAYABLE - RELATED PARTIES

	 Funds advanced by various partners,
	 evidenced by unsecured demand notes,
	 bearing interest at prime rate.

				  1 9 9 9		  1 9 9 8

	 Total principal		$	356,406	$	811,027
	 Accrued interest			24,221		38,960

				$	380,627	$	849,987

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED
          EXPENSES

	 Accounts payable and accrued
	 expenses at June 30, 1999 and
	 1998 consist of the following:

		  	 	   1 9 9 9	  1 9 9 8

	 Accounts payable		$	1,112,217	$	960,801
	 Real estate taxes	            202,356		196,579

				$	1,314,573	$	1,157,380


II-40





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED

NOTE 4 - TRANSACTIONS WITH RELATED PARTIES

	Management Agreements

	In a prior year, Unicom entered into an agreement
with an individual who is the general partner of
All-State Properties L.P., to oversee the day-to-day
operations of the AARC. In the prior year Unicom
assigned a 5% interest of all available cash flows
to the individual for services rendered. (See Note
6A)

NOTE 5 - MORTGAGE LOAN PAYABLE

	The mortgage balance of $27,638,956 was modified on
July 28, 1995. The rate of interest was reduced to 8%,
including servicing while the maturity date remained
unchanged at January 1, 2029. The mortgage is insured
by the Department of Housing and Urban Development
(HUD) and is payable in monthly installments of
$198,051. As a result of the mortgage modification
$2,498,809 in accrued interest was forgiven. This
amount is recorded as a deferred interest adjustment
and is being amortized over the remaining term of the
mortgage. During 	the current fiscal year interest was
reduced by $41,686 as a result of the deferred interest
amortization. The approximate principal payments for
the next five years ending June 30, are as follows:

		2000   		$  233,091
		2001			252,438
2002    		273,390
2003    		296,081
                     	2004           	320,656

As of June 30, 1999 and 1998 the outstanding indebtedness
consisted of:
		         		  1 9 9 9		  1 9 9 8

	   Principal	            	$	26,805,673	$	27,097,304
	   Interest		         		179,329		-

				$26,985,002	$	27,097,304

NOTE 6 - COMMITMENTS AND CONTINGENCIES

A.	Management Contract (See Note 4)

	On July 1, 1997, the tenant of the facility appointed
a management company that is owned by a partner of
the Partnership. The management company is paid a fee
equal to 4% of the monthly revenue. The management
agreement expires June 30, 2002.

II-41





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP, LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED



NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)

B.	Distributions

	In consideration of cash advances made and services
rendered by certain individuals to Unicom, Unicom
agreed to distribute 26.76% (including 5% to the
general partner of the Company) of any of its cash
that becomes available for distribution, to those
individuals. The balance of any cash that becomes
available for distribution up to  $13,351,210  will
be  distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 is
disbursed, remaining cash will be distributed 26.76%
to the aforementioned individuals and the remainder
as follows:

	   1.34% to F. Trace, Inc., the former general
             partner of Unicom
	  49.33% to Newnel Partnership
	   3.60% to certain individuals who made cash
              advances to Unicom on behalf of
              the Company
	  45.73%  to the Company

           100.00%

	Subsequently, of the holders of the 26.76%,
individuals receiving 23.76% were admitted as limited
partners of Unicom, with the 3.49% remaining as non-
partner distributees. Restating the above to reflect
the admission of the aforesaid individuals as limited
partners, the cash flow available for distribution
after the payment of the $13,351,210 will be
distributed as follows:

		3.49% to the non-partner distributees

            As to the partners:
		1.00% to F. Trace, Inc. the former general
             partner of Unicom
	  23.27% to the newly admitted limited partners
	  36.12% to Newnel Partnership
	  36.12% to the Company (including 3.60% given
	          	to certain individuals who made cash
		advances to Unicom on behalf of the
             the Company)

           100.00%



II-42





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 1999, 1998 AND 1997
UNAUDITED


NOTE 6 - COMMITMENTS AND CONTINGENCIES (Continued)

B. Distributions (Continued)

	The amount of the distribution to be received by the
Company is the same under both of the above
calculations.

 In addition, CPC assigned 9.00% of any of its cash
 that becomes available for distribution to certain
 individuals for funds advanced by them to CPC.


C. Lease Agreement

		Effective July 1, 1997, the Partnership entered into
an agreement with an intended purchaser who leased the
facility for a three-year period after which time the
purchaser can purchase the property or cancel the
option and forfeit their deposit. The agreement calls
for the tenant to pay the Partnership a base rent
equal to the monthly principal and interest on the
outstanding HUD financing plus the amounts necessary
for payment of the various escrows related to the HUD
financing. The tenant will retain $812,712, $1,175,000
and $1,275,000, respectively, during the three year
period, and the Partnership will be paid all other
remaining revenue from the facility providing the
profit during any year exceeds a certain threshold.

NOTE 7 - PENSION PLAN

	During year ended June 30, 1995, Unicom Partnership
implemented a 401-K pension plan. Employees are
eligible to participate in the plan if they have been
employed by the Partnership for one year, work at
least 20 hours per week, work a total of at least 1000
hours per year and are at least 21 years of age. The
employer does not make a matching contribution.














II-43




CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
EXPLANATION OF ELIMINATIONS TO COMBINING FINANCIAL STATEMENTS
JUNE 30, 1999 AND 1998
UNAUDITED


The combining financial statements for City Planned Communities
(CPC) and Unicom Partnership Ltd., (Unicom) are presented as
supplemental information to the combined financial statements.
All significant transactions between CPC and Unicom have been
eliminated. Descriptions of the eliminations are as follows:

(a) Cost of land purchased by Unicom from CPC in 1987 has been
adjusted to reflect the carrying value of property,
computed as follows:

	    Land cost	$	250,578
	    Land development cost		571,704
 	    Closing cost		20,000

	    Carrying value of property	$	842,282
	    Selling price		(4,000,000)

	    Adjustment to land and construction in
	     progress and deferred profit	$	(3,157,718)

(b)	As of June 30, 1994, Unicom borrowed approximately
$12,700,000 from CPC for construction costs overruns on
the AARC and has issued demand notes to evidence the
loans. Note activity is detailed below:

		  JUNE 30,
		    1994

	    Net cash loaned from CPC to Unicom	$	12,703,031
	    Net accrued interest on notes	    648,079

		$	13,351,110

	    Allowance for loss - note receivable
	               June 30, 1990	$	(2,505,000)
	               June 30, 1991	 	(3,616,000)
	               June 30, 1992		 (1,815,511)
	    Unamortized discount		 (1,012,900)

		$	(8,949,411)

		$ 	4,401,699

	Interest on the notes was eliminated effective April 1,
1990.


	In June of  1995 CPC distributed to its partners the notes
and interest receivable due from Unicom (net of allowances
and discounts). The partners agreed to contribute these
obligations to the capital of Unicom.


See notes to combined financial statements.
II-44



CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS
JUNE 30, 1999
UNAUDITED
<TABLE>
<CAPTION
	    CITY		   UNICOM					   COMBINED
	  PLANNED		PARTNERSHIP			   BALANCE
	COMMUNITIES	   LTD.		ELIMINATIONS	     SHEET
<S>	<C>		<C>		<C>		<C>
ASSETS

Property and equip-
 ment, at cost:
  Building, includ-
   ing land of
   $4,235,832	$	-	$	36,629,493	$(3,157,718)(a)	$	33,471,775
  Furniture and
   equipment		-		1,547,231            -  	1,547,231
  China, glassware,
   silverware and
   utensils		-		41,713            -		41,713

	$	-	$	38,218,437	$(3,157,718)	 $	35,060,719
  Less accumulated
   depreciation and
   amortization		-		(8,763,941)	          -			(8,763,941)

	$	-	$	29,454,496	$	      -		$	26,296,778
  Cash		306		  1,526,576		-		1,526,882
  Cash - restricted
   for tenants'
   security deposits	-		734,986		-		734,986
  Real estate for sale
   - at cost - land	9,666		          -		-		9,666
  Deferred management
   fees - related
   party		631,543		          -		    -		631,543
  Funds held in
   escrow		-		583,292			-		583,292
  Prepaid expenses		-		242,329		-		242,329
  Other assets		6,886		564,792		       	-		571,678

TOTAL ASSETS	$	648,401	$	33,106,471	$	(3,157,718)		$	30,597,154

</TABLE>











See notes to combined financial statements.
II-45






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 1999
UNAUDITED
<TABLE>
<CAPTION>
	    CITY		   UNICOM				   COMBINED
	   PLANNED		PARTNERSHIP			 	    BALANCE
	COMMUNITIES	    LTD.		ELIMINATIONS	     SHEET
	<C>		<C>		<C>		<C>
<S>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES:

Mortgage loan
 payable	$	-	$	26,985,002	$	-	$	26,985,002
Notes payable -
 others		-		 27,413		-		27,413
Notes payable -
 related parties		  347,083		     33,544		-		380,627
Accounts payable
 and accrued
 expenses		37,140		1,277,433		-		1,314,573
Tenant security
 deposits		-		716,646	          	-		716,646
Deferred profit		3,157,718		-		 (3,157,718)		-
Deferred interest		-		2,276,756		-		2,276,756
Option deposit		-		4,500,000		-		4,500,000

	$	3,541,941	$	35,816,794	$(3,157,718)	$	36,201,017

COMMITMENTS AND
 CONTINGENCIES		-		-		-		-

PARTNERS' CAPITAL
 (DEFICIT)		(2,893,540)		(2,710,323)	-		(5,603,863)

TOTAL LIABILITIES
 AND PARTNERS'
 CAPITAL (DEFICIT)	$	648,401	$	33,106,471	$	(3,157,718)	$	30,597,154

</TABLE>














See notes to combined financial statements.

II-46





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS
JUNE 30, 1998
UNAUDITED
<TABLE>
<CAPTION>
	    CITY		   UNICOM				   COMBINED
	   PLANNED		PARTNERSHIP			 	    BALANCE
	COMMUNITIES    LTD.		ELIMINATIONS	     SHEET
	<C>		<C>		<C>		<C>
<S>
ASSETS

Property and equip-
 ment at cost:
  Building, includ-
   ing land of
   $4,123,888	$	-	$	36,555,058	$	(3,157,718)(a)$	33,397,340
  Furniture and
   equipment		-		1,309,753		-		1,309,753
  China, glassware,
   silverware and
   utensils		-		41,713		-		41,713
	$	-	$	37,906,524	$	(3,157,718)	$	34,748,806
   Less accumulated
   depreciation and
   amortization		-		(7,812,616)	-		(7,812,616)


	$	-	$	30,093,908	$	(3,157,718) 	$26,936,190

  Cash		  306		  1,128,314		-		1,128,620
  Cash - restricted
   for tenants' se-
   curity deposits		-		686,127		-			686,127
  Real estate for
   sale - at cost -
   land		 9,666		-		-		 	9,666
  Deferred management
   fees - related
   party		631,543		-		-		 	631,543
  Funds held in
    escrow		-		 619,913		-			619,913
  Prepaid expenses		-		336,773		-			336,773
  Other assets		 6,886		592,864		-			599,750

TOTAL ASSETS	$	648,401	$	33,457,899	$	(3,157,718)	$	30,948,582


</TABLE>








See notes to combined financial statements.
II-47






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING BALANCE SHEETS (CONTINUED)
JUNE 30, 1998
UNAUDITED
<TABLE>
<CAPTION>
	    CITY		   UNICOM			    	   COMBINED
	   PLANNED		PARTNERSHIP			 	    BALANCE
	COMMUNITIES	    LTD.		ELIMINATIONS	     SHEET
	<C>		<C>		<C>		<C>
<S>
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES:

Mortgage loan
 payable	$	-	$	27,097,304	$	-	$	 27,097,304
Notes payable
 - others 		-	     40,812		-		40,812
Notes payable -
 related parties		849,987		-		-		849,987
Accounts payable
 and accrued
 expenses		34,874		1,122,506		-		1,157,380
Tenant security
 deposits		-		630,790		-		630,790
Deferred profit  		 3,157,718		 -		(3,157,718)(a)         -
Deferred interest 		-		2,355,572		-		2,355,572
Option deposit		-		4,500,000		-		4,500,000

	$	4,042,579	$	35,746,984	$	(3,157,718)	$	36,631,845

COMMITMENTS AND
 CONTINGENCIES		-		-		-		-

PARTNERS' CAPITAL
 (DEFICIT)		(3,394,178)		(2,289,085)          - 		(5,683,263)
TOTAL LIABILITIES
 AND PARTNERS'
 CAPITAL (DEFICIT)	$	648,401	$	33,457,899	$	(3,157,718)	$	30,948,582

</TABLE>















See notes to combined financial statements.
II-48







CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
 JUNE 30, 1999
UNAUDITED
<TABLE>
<CAPTION>
	    CITY		   UNICOM				  COMBINED
	   PLANNED		PARTNERSHIP			 	  STATEMENT OF
	COMMUNITIES	    LTD.		ELIMINATIONS	   OPERATIONS
	<C>		<C>		<C>		<C>
<S>
REVENUES:

  Interest and
   other income	$	12,371	$	6,447	$	-	$	18,818
  Lease income		-		5,352,291		 -		    5,352,291
    	$	 12,371 	$	5,358,738	$	-	$	5,371,109
EXPENSES:

  General and
   administrative	$	1,980	$ 	1,215,325	$	-	$	1,217,305
  Taxes and
   insurance		  288	    506,977			   -		507,265

	$	2,268	$	1,722,302	$	-	$	1,724,570


NET INCOME BEFORE
 DEPRECIATION,
 AMORTIZATION AND
 INTEREST	$	 10,103 	$ 3,636,436 $	        -	$	3,646,539

OTHER EXPENSES:

  Interest	$	56,693	$	2,249,918	$	-	$ 	 2,306,611
  Depreciation and
   amortization		-		1,032,755		-		1,032,755

	$	56,693	$	3,282,673	$	-	$	3,339,366

NET(LOSS)INCOME	$	(46,590)	$	 353,763	$	-	$	 307,173

</TABLE>











See notes to combined financial statements.
II-49







CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
 JUNE 30, 1998
UNAUDITED
<TABLE>
<CAPTION>
	   CITY		  UNICOM			    	   COMBINED
	  PLANNED		PARTNERSHIP			 	 STATEMENT OF
	COMMUNITIES	    LTD.		ELIMINATIONS	  OPERATIONS
	<C>		<C>		<C>		<C>
<S>

REVENUES:

  Rental income	$	  -	$	-	$	-	$	-
  Interest and
   other income		52,340		61,794		-		114,134
  Lease income		-		4,755,196		-		4,755,196

	$	 52,340  $	4,816,990	$	-	$	 4,869,330

EXPENSES:

  Dietary and re-
   sident ser-
   vices   	$	-	$	-	$	-	$	-
  General and
   administra-
   tive    		   1,027		  593,450		-		594,477
  Marketing and ad-
   vertising		-		-		-		-
  Maintenance and
   utilities		-		-		-		-
  Taxes and
   insurance		-	 	 496,024		-		496,024

	$	 1,027	$	1,089,474	$	-	$	1,090,501

NET INCOME BEFORE
 DEPRECIATION,
 AMORTIZATION AND
 INTEREST	$	 51,313 	$3,727,516 	$	        -	$	  3,778,829

OTHER EXPENSES:

  Interest	$	120,071	$2,504,341	$	-	$  	2,624,412
  Depreciation and
   amortization		  -		 1,013,533		       -		1,013,533


	$	120,071	$	3,517,874	$	-	$	3,637,945

NET INCOME (LOSS)	$ (68,758)	$	209,642	$	-	$	140,884

</TABLE>


See notes to combined financial statements.
II-50





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF OPERATIONS
 JUNE 30, 1997
UNAUDITED
<TABLE>
<CAPTION>

	    CITY		   UNICOM				  COMBINED
	   PLANNED		PARTNERSHIP			 	  STATEMENT OF
	COMMUNITIES	    LTD.		ELIMINATIONS	   OPERATIONS
	<C>		<C>		<C>		<C>
<S>
REVENUES:

  Rental income	$	    -	$	10,449,562	$	-	$	10,449,562
  Interest and
   other income		36,694		53,341		-		90,035


	$	36,694	$	10,502,903	$	-	$	10,539,597

EXPENSES:

  Dietary and resi-
   dent services	$	    -	$	 3,156,811	$	-	$	3,156,811
  General and admini-
   strative		 3,699		1,045,994		-		1,049,693
  Marketing and adver-
   tising		-		256,120		-		256,120
  Maintenance and
   utilities		-		1,390,463		-		1,390,463
  Taxes and in-
   surance		549		792,197		-		792,746


	$	 4,248	$	6,641,585	$	-	$	6,645,833

NET INCOME BEFORE
 DEPRECIATION,
 AMORTIZATION AND
 INTEREST	$	32,446	$	3,861,318	$	-	$	3,893,764

OTHER EXPENSES:

  Interest	$	197,509	$	2,293,324	$	-	$  	2,490,833
  Depreciation and
   amortization		-		951,936		-		951,936

	$	197,509	$	3,245,260	$	-	$	3,442,769


NET INCOME (LOSS)	$	(165,063)	$	616,058	$	-	$	450,995

</TABLE>



See notes to combined financial statements.
II-51






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
 YEARS ENDED JUNE 30, 1999, 1998 AND 1997
UNAUDITED
<TABLE>
<CAPTION>

		 	 COMBINED
							 STATEMENT
	   CITY		UNICOM				OF PARTNERS'
	  PLANNED		PARTNERSHIP				  CAPITAL
	COMMUNITIES		    LTD.		ELIMINATIONS 	 (DEFICIT)
	<C>		<C>		<C>		<C>
<S>
PARTNERS'
 CAPITAL
 (DEFICIT) -
 June 30,
 1996	$	(6,183,509)	$	1,067,232	$	-	$	(5,116,277)
Net income
 (loss) -
 1997		(165,063)		616,058		-	$	450,995
Distribution		-		(1,219,000)		-		(1,219,000)
Contribution		30,000		2,038,139		-		2,068,139
PARTNERS'
 CAPITAL
 (DEFICIT) -
 June 30,
 1997	$	(6,318,572)	$	2,502,429	$	-	$	(3,816,143)
Net Income
 (loss) -
 1998		(68,758)		209,642		-		140,884
Distribution		-		(5,001,156)		-		(5,001,156)
Contribution 		2,993,152		-		-		2,993,152
PARTNERS'
 CAPITAL
 (DEFICIT) -
 June 30,
 1998	$	(3,394,178)	$	(2,289,085)	$	-	$	(5,683,263)
Net Income
 (Loss) 1999		(46,590)		353,763		-		307,173
Distribution		-		(1,572,000)		-		(1,572,000)
Contribution		547,228		796,999		-		1,344,227
PARTNERS'
 CAPITAL
 (DEFICIT)-
 June 30,
 1999	$	(2,893,540)	$	(2,710,323)	$	-	$	(5,603,863)

</TABLE>







See notes to combined financial statements.
II-52




CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS
 YEAR ENDED JUNE 30, 1999
<TABLE>                         UNAUDITED
<CAPTION>
	   						 COMBINED
	      CITY		  UNICOM				STATEMENT
	    PLANNED		PARTNERSHIP			    OF
	   COMMUNITES	     LTD.		ELIMINATIONS	CASH FLOWS
<S>	   <C>		<C>		<C>		<C>
INCREASE (DECREASE) IN
 CASH AND CASH EQUIVA-
 LENTS

Cash Flows from Opera-
ing Activities:
	Interest received 	$	  12,371	$	 6,447	$	-	$	18,818
	Cash paid - interest		(72,708)		(2,226,537)		-		(2,279,245)
	Cash paid - suppliers,
	 employees and admini-
	 strative expenses		(2,268)		(1,502,682)		-		(1,504,950)
	Lease income		-		 5,352,291		-		5,352,291

	   Net Cash (Used) Pro-
	    vided by Operating
	    Activities	$	(62,605)	$	1,629,519	$	-	$	(1,566,914)

Cash Flows from Invest-
ing Activities:
	Capital expenditures -
	 net	$	-	$	(311,913)	$	-	$	(311,913)
	Escrow funding		-		-		-		-
	Tenant security
	 deposits - net		-		36,997		-		36,997
	Partner contribution
	 (distribution) (Net)		547,226		(775,001)		-		(227,775)


	   Net Cash (Used)
	    Provided by
	    Investing
	    Activities	$	547,226	$	(1,049,917)	$	-	$	(502,691)

Cash Flows from Financ-
ing Activities:
	Cash received (paid)
	 - related party	$	(484,621)	$	30,000	$	-	$	(454,621)
	Cash (paid) received
- notes and mort-
	 gages		-		(211,340)		-	$	(211,340)


	   Net Cash Provided
	    (Used) by Financ-
	    ing Activities	$	(484,621)	$	(181,340)	$	-	$	(665,961)

</TABLE>
See notes to combined financial statements.
II-53






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
 YEAR ENDED JUNE 30, 1999
<TABLE>                         UNAUDITED
<CAPTION>




						 	COMBINED
	      CITY		  UNICOM				STATEMENT
	    PLANNED		PARTNERSHIP			    OF
	  COMMUNITIES	     LTD.		ELIMINATIONS	CASH FLOWS
<S>	  <C>		<C>		<C>		<C>


NET (DECREASE) INCREASE
 IN CASH AND CASH
 EQUIVALENTS	$	-	$	398,262	$	-	$	398,262
CASH AND CASH EQUIVA-
 LENTS BEGINNING OF
 YEAR		306		1,128,314		-		1,128,620
CASH AND CASH EQUIVA-
 LENTS END OF YEAR	$	306	$	1,526,576	$	-	$	1,526,882

</TABLE>






























See notes to combined financial statements.
II-54






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1999
UNAUDITED

<TABLE>
<CAPTION>
	   						COMBINED
	    CITY		  UNICOM				STATEMENT
	   PLANNED		PARTNERSHIP			   OF
	 COMMUNITIES	       LTD.		ELIMINATIONS	CASH FLOWS
<S>	 <C>		<C>		<C>		<C>
Reconciliation of net
 profit (loss) to net
 cash provided (used)
 by operating activi-
 ties:

	Net income (loss)	$	(46,590)	$	353,763	$	-	$	307,173

Adjustments to recon-
 cile net income (loss)
 to net cash provided
 (used) by operating
 activities:

	Depreciation and
	 amortization	$	-	$	951,325	$	-	$	951,325
	(Decrease) in
	 interest payable		(18,283)		10,367		-		(7,916)
	(Increase) in
	 prepaid expenses		-		94,444		-		94,444
	(Increase) in
	 other assets
	 and accounts
	 receivable		-		64,693		-		64,693
	Increase in ac-
	 counts payable
	 and accrued
	 expenses		2,268		154,927		-		157,195

	   Total Adjust-
	    ments	$	(16,015)	$	1,275,756	$	-	$	1,259,741

NET CASH PROVIDED
 (USED) BY OPERATING
 ACTIVITIES	$	(62,605)	$	1,629,519	$	-	$	1,566,914

</TABLE>









See notes to combined financial statements.
II-55





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS
YEAR ENDED JUNE 30, 1998
<TABLE>                          UNAUDITED
<CAPTION>
  	  CITY		  UNICOM				      COMBINED
	 PLANNED		PARTNERSHIP			 	  STATEMENT OF
	COMMUNITIES		   LTD.		ELIMINATONS	    CASH FLOWS
<S>	<C>		<C>		<C>		<C>
INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS

Cash Flows from
 Operating Activi-
 ties:
  Cash from customers/
	 tenants/sales	$	-	$	-	$	-	$	-
	Interest received		-		-		-		-
	Cash paid - interest	(1,418,655)		(2,660,193)		-		(4,078,848)
	Cash paid - suppliers,
   employees and admini-
	 strative expenses		(5,043)		(726,051)		-		(731,094)
	Lease income		-		4,676,201		-		4,676,201
	  Net Cash (Used)
	   Provided by Opera-
     ting Activities	$	(1,423,698)	$	1,289,957	$	-	$	(133,741)

Cash Flows from Invest-
 ing Activities:
	Capital expendi-
	 tures - net	$	-	$	(133,920)	$	-	$	(133,920)
	Escrow funding		-		-		-		-
	Tenant security de-
	 posits - net		-		-		-		-
 	Partner contribution
	 (distribution)		2,993,152		(5,001,156)		-		(2,008,004)
	Option deposit		-		4,500,000		-	 	4,500,000

	 Net Cash Used by
	  Investing Acti-
	  vities	$	2,993,152	$	(635,076)	$	-	$	2,358,076

Cash Flows from Fi-
 nancing Activities:
	Cash received
  (paid) - related
	 party	$	(1,569,604)	$	-	$	-	$	(1,569,604)
	Cash (paid)
   received -
   notes and
   mortgages		-		(399,333)		-		(399,333)
	Other		-		(31,941)		-		(31,941)

	 Net Cash Provided
	  (Used) by Financ-
	  ing Activities	$	(1,569,604)	$	(431,274)	$	-	$	(2,000,878)
</TABLE>

See notes to combined financial statements.
II-56






CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1998
UNAUDITED
<TABLE>
<CAPTION>
  	  CITY		  UNICOM					      COMBINED
	 PLANNED		PARTNERSHIP					 STATEMENT OF
	COMMUNITIES		   LTD.		ELIMINATONS	    CASH FLOWS
<S>	<C>		<C>		<C>		<C>

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS	$	(150)	$	233,607	$	-	$	233,457
CASH AND CASH EQUIVA-
 LENTS BEGINNING OF
 YEAR		456		904,707		-		905,163
CASH AND CASH EQUIVA-
 LENTS END OF YEAR	$	306	$	1,128,314	$	-	$	1,128,620
</TABLE>




































See notes to combined financial statements.
II-57





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1998
UNAUDITED
<TABLE>
<CAPTION>
  	  CITY		  UNICOM					      COMBINED
	 PLANNED		PARTNERSHIP					 STATEMENT OF
	COMMUNITIES		   LTD.		ELIMINATONS	    CASH FLOWS
<S>	<C>		<C>		<C>		<C>
Reconciliation of net
 profit (loss) to net
 cash provided (used)
 by operating activities:

	Net income (loss)	$	(68,758)	$	209,642	$	-	$	140,884

Adjustments to recon-
 cile net income (loss)
 to net cash provided
 used) by operating
 activities:

	Depreciation and
	 amortization	$	-	$	924,192	$	-	$	924,192
	(Decrease) in
	 interest payable		(1,674,363)		-		-	   (1,674,363)
	(Increase) in pre-
	 paid expenses		-		(162,326)		-		(162,326)
	(Increase) in other
	 assets and accounts
	 receivable		-		(397,472)		-		(397,472)
	Increase in accounts
   payable and accrued
   expenses		319,423		715,921		-		1,035,344

	 Total Adjustments	$	(1,354,940)	$	1,080,315	$	-	$	(274,625)

NET CASH PROVIDED (USED)
 BY OPERATING ACTIVI-
 TIES	$	(1,423,698)	$	1,289,957	$	-	$	(133,741)
</TABLE>














See notes to combined financial statements.
II-58





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS
 YEAR ENDED JUNE 30, 1997
UNAUDITED
<TABLE>
<CAPTION>
	 CITY		  UNICOM		     		 COMBINED
	PLANNED		PARTNERSHIP       	ELIMI-		STATEMENT OF
	COMMUNITIES	    LTD.		NATIONS	 CASH FLOWS
<S>	<C>		<C>		<C>		<C>
INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS

Cash Flows from Operating
 Activities:
  Cash from customers/
   tenants/sales	$	-	$	10,421,519	$	-	$	10,421,519

  Interest received		-		53,341		-	 		53,341
  Cash paid - interest		-		(2,223,519)		-	      (2,223,519)
  Cash paid - suppliers,
   employees and admini-
   strative expenses		 (2,393) 	(6,778,558)		-		(6,780,951)
    Net Cash (Used)
     Provided by Oper-
     ating Activities	$	(2,393)	$	1,472,783	  $	-	 $	1,470,390

Cash Flows from Invest-
 ing Activities:
  Capital expenditures-
   net	$	-	$	(107,567)	  $	-	 $	(107,567)
  Escrow funding		  -		(22,764)		-		      (22,764)
  Tenant security
   deposits - net		-		(54,476)		-		      (54,476)
  Partner distribution		-		(1,219,000)		-		(1,219,000)
	 Investing Activi-
	  ties	$	-	$	(1,403,807)	  $   -  	$	(1,403,807)
Cash Flows from Financ-
 ing Activities:
  Cash received -
   related party	$	2,416	$	-	 $	-	$	2,416
Cash paid - notes
 and mortgages		-		(227,513)		-		  (227,513)
  Other		-		(898)		-		      (898)
	Net Cash Provided
	 (Used) by Financ-
	 ing Activities	$	2,416	$	(228,411)	  $	-	$		  (225,995)

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS	$	23	$	(159,435)	  $	-	$	  (159,412)
CASH AND CASH EQUIVA-
 LENTS BEDGINNING OF
 YEAR		433		1,064,142		-		1,064,575
CASH AND CASH EQUIVA-
 LENTS END OF YEAR	$	456	$	904,707	  $	-	$	   905,163
</TABLE>

See notes to combined financial statements.
II-59





CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
 YEAR ENDED JUNE 30, 1997
<TABLE>                          UNAUDITED
<CAPTION>
	   CITY		  UNICOM			   	  COMBINED
	 PLANNED		PARTNERSHIP					STATEMENT OF
	COMMUNITIES		    LTD.		ELIMINATIONS	 CASH FLOWS
<S>	<C>		<C>		<C>			<C>
Reconciliation
 of net profit
 (loss) to net
 cash provided
 (used) by
 operating acti-
 vities:

  Net income
   (loss)	$	(165,063)	$	616,058	$	-		$	450,995

Adjustments to
 reconcile net
 profits (loss)
 to cash provided
 (used) by opera-
 ting activities:

  Depreciation and
   amortization	$	-	$	951,936	$	-		$	951,936
  Increase (de-
   crease) in in-
   terest payable		185,138		(55,355)		-			129,783
  Decrease in real
   estate held
   for sale		-		-		-			-
  (Increase) in
   prepaid expenses	-		11,415		-			11,415
  (Increase) De-
   crease in other
   assets and ac-
   counts receiv-
   able		-		(69,868)		-			(69,868)
  (Decrease)increase
   in acounts pay-
   able and accrued
   expenses		(22,468)		18,597		-			(3,871)

   Total Adjust-
    ments	$	162,670	$	856,725	$	-		$	1,019,395

NET CASH PROVIDED
 (USED) BY OPERA-
 TING ACTIVITIES	$	(2,393)	$	1,472,783	$	-		$	1,470,390
</TABLE>




See notes to combined financial statements.
II-60




CITY PLANNED COMMUNITIES (A PARTNERSHIP)
AND UNICOM PARTNERSHIP LTD. (A LIMITED PARTNERSHIP)
COMBINING STATEMENTS OF CASH FLOWS (CONTINUED)
YEAR ENDED JUNE 30, 1997
UNAUDITED




SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:



(A)	In December of 1996, $30,000 of notes due to partners of City Planned
Communities were contributed to the capital of the Company.









































See notes to combined financial statements.
II-61










ITEM 8.	SUPPLEMENTARY DATA

(a) Selected quarterly financial disclosure date.

			Not required.

(b) Information on the effects of changing prices.

			Not applicable.

ITEM 9.	DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

			Not applicable











































II-62




PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

	The following information is provided with respect to each
general partner and officer of Registrant.

                                         BUSINESS EXPERIENCE DURING
   NAME                        AGE           PAST FIVE YEARS

Stanley R. Rosenthal           70        General Partner;
                	President and Chief
		Executive Officer of
		predecessor All-State
		Properties, Inc. since
		1971

		Managing Partner of
		Unicom Partnership Ltd.
		since 1989

		President of SRR Consulting
		Corp. and President of SRR
		Management Corp. since July,
		1997


ITEM 11.	EXECUTIVE COMPENSATION

	The following table sets forth aggregate cash compensation paid
or accrued by the Registrant to the General Partner during the twelve
months ended June 30, 1999

NAME OF INDIVIDUAL OR	     REGISTRANT'S SHARE
 NUMBER OF PERSONS            CAPACITIES	           OF CASH
      IN GROUP             IN WHICH SERVED       COMPENSATION

Stanley R. Rosenthal       General Partner	     $   -0-

All officers as a group (1 person)	         $   -0-


	Effective August 1, 1995 with HUD approval, Unicom Partnership
Ltd. began to self manage its retirement community. (See Item
1(b)(1)(i)(a)). A management fee of 4% of total income is being paid to
the partners assuming managerial responsibility. The General Partner of
the Registrant (Stanley R. Rosenthal) has been functioning as Managing
Partner of Unicom and is retaining that responsibility, as well as
management of the facility.

	Registrant's share of Mr. Rosenthal's portion of the management
fee is approximately $86,000 per year.









III-1








ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

	The following table sets forth as of June 30, 1999
information concerning: (i) all the persons who are known to the
Registrant to be the beneficial owners of more than 5% of the units of
limited partnership interest; and (ii) the beneficial ownership of
limited partnership units by the General Partner.

			  AMOUNT
			BENEFICIALLY	PERCENTAGE
TITLE OF CLASS	   NAME & ADDRESS	OWNED	OF CLASS

Limited		J.W. Sopher
Partnership	425 E. 61 Street
Units		New York, N.Y.          165,000 (1)		 5.3%

Limited          Stanley R. Rosenthal
Partnership      	c/o All-State
Units		Properties L.P.
		P.O. Box 5524
		Ft. Lauderdale, FL      156,474	   5.0%

	(1)  Included 48,000 units owned directly and 117,000 units
owned beneficially (67,000 units owned by a pension trust and 50,000
units owned by a corporation in which Mr. Sopher holds a 50% interest
and in which Mr. Sopher holds shared voting and dispositive powers).































III-2






ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	In consideration of cash advances made and services rendered
by certain individuals to Unicom, Unicom agreed to distribute 26.76%
(including 5% to the general partner of the Company) of any of its
cash that becomes available for distribution, to those individuals.
The balance of any cash that becomes available for distribution up to
$13,351,210 will be distributed to the Company and Newnel Partnership
for the benefit of CPC. After $13,351,210 is disbursed, remaining cash
will be distributed 26.76% to the aforementioned individuals and the
remainder as follows:

       1.34% to F. Trace, Inc., the former general partner of Unicom
      49.33% to Newnel Partnership
       3.60% to certain individuals who made cash advances on
             behalf of the Company
      45.73% to the Company

     100.00%

	Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of Unicom, with the
3.49% remaining as non-partner distributees. Restating the above to
reflect the admission of the aforesaid individuals as limited
partners, the cash flow available for distribution after the payment
of the $13,351,210 will be distributed as follows:

       3.49% to the non-partner distributees

             As to the partners:
       1.00% to F. Trace, Inc., the former general partner of Unicom
      23.27% to the newly admitted limited partners
      36.12to Newnel Partnership
      36.12% to the Company (including 3.60% given to certain indivi-
              duals who made cash advances to Unicom on behalf of the
              Company

     100.00%

	The amount of the distribution to be received by the Company
is the same under both of the above calculations.

	In addition, CPC assigned 9.00% of any of its cash that
becomes available for distribution to certain individuals for funds
advanced by them to CPC. Certain individuals advanced funds to the
company. In consideration of those advances, the Company assigned to
those individuals 10.23% of distributions received by it from CPC,
after deducting the amounts necessary to repay the funds advanced by
them.









III-3





PART IV


ITEM 14.	EXHIBITS FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
         FORM 8-K



			PAGE
    (a)	1. Financial Statements included in Part II
		of this report:

		FINANCIAL STATEMENTS:

		Registrant:
		Balance Sheets as of June 30, 1999 and 1998	II-14

		Statements of Operations for the years ended
		   June 30, 1999, 1998 and 1997			   II-15

		Statements of Changes  in Partners' Capital
		(Deficit) for the years ended June 30, 1999,
		1998 and  1997	     II-16

		Statements of Cash Flows for the years ended
		June 30, 1999, 1998 and 1997	II-17/18

		Notes to Financial Statements for the years
		ended June 30, 1999, 1998 and 1997           II-19/29

		Combined Financial Statements of City Planned
		Communities (a partnership) and Unicom
		Partnership Ltd. (a limited partnership) for
		the years ended June 30, 1999, 1998 and 1997 II-32/61

	2.	Financial Statement Schedules

		Included in Part IV of this report:

		Schedule X - Supplementary Income
		             Statement Information
		             at June 30, 1999, 1998
	  	             and 1997 (Registrant)		  IV-5

All other schedules are omitted, as the required information is not
applicable or the information is presented in the financial statements
or related notes.












IV-1






	(b) (1)	REPORTS ON FORM 8-K
			PAGE NO. OR INCORPORATION
	(C)	EXHIBITS	      BY REFERENCE

	(3)	Limited Partnership	Incorporated by reference
		Agreement, All-State	to the Registration
         	Properties L.P.	Statement of Registrant
			No. 2-90988

	(4)	(ii) Instruments
		Defining Rights of
		Security Holders,
		included Debentures:

		4% Convertible Sub-	Incorporated by reference
ordinated Debenture,	to Form 10-K for the year
	  	due 1989	ended June 30, 1985

	(10)(iii) (A) Material
		Contracts:

		a. Stock Purchase	Incorporated by reference
		agreement dated	to the Registration
		April 18, 1984	Statement of Registrant
		between All-State	No. 2-90988
		Properties, Inc.
		and Security
		Management Corp.

		b. Loan Agreement	Incorporated by reference
		between All-State	to Form 10-K for the
		Properties, L.P. and	year ended June 30, 1987
		City Nat'l Bank of
		Florida dated April
		20, 1987 - $2,400,000

		c. Unicom Partnership	Incorporated by reference
		Ltd. Limited Partner-	to Form 10-K for the
		ship Agreement dated	year ended June 30, 1987
		September 23, 1986

		d. Loan Agreement	Incorporated by reference
		between Unicom Partner-	to Form 10-K for the year
		ship Ltd. and Puller	ended June 30, 1987
		Mortgage Associates,
		Inc. dated 4/23/87 -
		$27,749,100

		e. Management Contract	Incorporated by reference
		between Unicom Partner-	to Form 10-K for the year
		ship Ltd. and Basic 	ended June 30, 1987
		American Medical Inc.
		dated Sept. 29, 1986






IV-2





	f. Contract of Sale	Incorporated by reference
	between CPC and	to Form 8-K dated
	Centex Real Estate	July 7, 1989
	Corporation dated
	May 2, 1989

	g. Management Contract	Incorporated by reference
	between Unicom Partner-	to Form 10-K for the year
	ship Ltd. and Senior	ended June 30, 1989
	Lifestyle Corporation
	dated 7/1/89

	h. Settlement Agreement	Incorporated by reference
	between CPC and MFM Group	to Form 10-K for the year
	dated March 28, 1990	ended June 30, 1990

	i. Settlement Agreement	Incorporated by reference
	between Unicom and MFM 	to Form 10-K for the year
	Group dated March 28, 1990	ended June 30, 1990.

	j. Amendment to Management	Incorporated by reference
	Contract between Unicom and	on Form 10-K for the year
	Senior Lifestyle Corporation	ended June 30, 1992
	dated as of Jan. 1, 1992

	k. Management Agreement 	Incorporated by reference
	between Unicom and Stanley	on Form 10-K for the year
	R. Rosenthal, Managing	ended June 30, 1995
	Partner of Owner dated
	August 1, 1995

	l. Employment Agreement	Incorporated by reference
	between Unicom and Stanley	on Form 10-K for the year
	R. Rosenthal, effective	ended June 30, 1995
	August 1, 1995

	m. Lease and option to pur-
       chase agreements between	Incorporated by reference
       between Unicom and Care- 	to Form 8-K dated October
       Matrix Corporation effective	10, 1997
       as of July 1, 1997

(11)   Exhibits indicating computa-	IV-6
	tion of earnings per unit for
	the years ended June 30, 1998,
	1997 and 1996.














IV-3






(22)	Subsidiaries of the Registrant:

	                     State of
                            Incorporation
	Name               or Organization      Ownership

	Wimbledon Develop-      Florida             99%
         ment Ltd.

   (d)	     NONE

	     Signature Page     IV-7















































IV-4





ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
SCHEDULE X - SUPPLEMENTAL INCOME STATEMENT INFORMATION
CHARGED TO COST AND EXPENSES
JUNE 30, 1999, 1998 AND 1997
UNAUDITED




	  1 9 9 9		  1 9 9 8		  1 9 9 7

Maintenance and repairs	$	-	$	708	$	9,570

Depreciation and amortiza-
 tion of intangible assets	-		  -		-

Taxes, other than payroll
 and income taxes		 -		 375		1,192

Advertising cost		-		-		-

	$	 -	$	1,083	$	10,762




































IV-5






ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP) (NOTE 1A)
EXHIBITS INDICATING THE COMPUTATION OF EARNINGS PER UNIT
YEARS ENDED JUNE 30, 1999, 1998 AND 1997



	1 9 9 9	       1 9 9 8       1 9 9 7
Computation of pri-
 mary earnings per
 unit:

    Units issued		3,118,303		3,118,303		3,118,303

Add: Unit equivalent
 (incremental units):

	Debentures conv-
    ertible at $1.00	-		-
	Debentures conv-
    ertible at $3.00	31,952		31,952		31,952

	 	 3,150,255(A)   	3,150,255(A)	3,150,255(A)

Net Loss before
 Extraordinary
  Items	$	(235,948)	$	(151,977)	$	(141,963)

Computation of Fully
 diluted loss per
 unit Before Extra-
 ordinary Items	$    (0.08)	$     (0.05)(B)$    (0.05)(B)

Net Loss After
 Extraordinary
  Items	$	(235,948)	$	(151,977)	$	(141,963)


Computation of Fully
 diluted loss per unit
 after Extraordinary
 Items	$    (0.08)(B)$     (0.05)(B)	$    (0.05)(B)

(A)	Weighted average number of units outstanding

(B)	Computation based on the modified treasury stock method as the
number of units obtainable upon exercise of outstanding options in
the aggregate exceeds 20% of the units outstanding at the end of
the period.








See notes to financial statements.
IV-6





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.


   ALL-STATE PROPERTIES L.P.


                By:
                   		  STANLEY R. ROSENTHAL
			  General Partner


Date: October 25, 1999


	Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacity and on the date
indicated.



                          General Partner      October 25, 1999
STANLEY R. ROSENTHAL   (Chief Executive Officer)      DATE


























IV-7