FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FOR QUARTER ENDED SEPTEMBER 30, 1999 COMMISSION FILE NUMBER 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.)


5500 NW 69th Avenue, Lauderhill, FL	      33319
(Address of principal executive offices)        (Zip Code)

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

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



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

                             YES  X       NO


Indicate the number of limited partnership units outstanding as
of the latest practicable date.


         Class                 Outstanding at September 30, 1999

 Limited Partnership Units              3,118,303 Units





















ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)

* * * * * * * * * * * * * *

FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30, 1999









		Page 1
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)



I N D E X

ITEM	DESCRIPTION	NUMBER

PART I	Index	1

	Financial Information:
	Condensed Balance Sheets -
	September 30, 1999 and June 30, 1999	2

	Condensed Statements of Operations -
	Three Months ended September 30, 1999
	and 1998	3

	Condensed Statements of Cash Flows -
	Three Months ended September 30, 1999
	and 1998	4

	Financial Data Schedule	5

	Notes to Condensed Financial Statements -
	September 30, 1999 and 1998	6

	Management's Discussion and Analysis of
	the Financial Condition and Results of
	Operations - September 30, 1999	7-8

	Condensed Financial Information for City
	Planned Communities and Unicom Partnership,
	Ltd., 50% and 49-1/2% owned Real Estate
	Partnerships, respectively - September 30,
	1999, 1998 and June 30, 1999	9-10

	Exhibit - Computation of Loss per Partner-
	ship Unit - three months ended September 30,
	1999 and 1998	11

PART II	Other Information	12

	Signatures	13






	Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1999 AND JUNE 30, 1999
(UNAUDITED)


	SEPTEMBER		  JUNE
	   30TH		  30TH
Assets	 1 9 9 9	      1 9 9 9

Cash	$	20,379	$	20,425
Other assets		1,210		1,210

Total Assets	$	 21,589	$	21,635

Liabilities and Partners' Capital
 (Deficit)

Liabilities:
   Notes payable - related party	$	207,630	$	194,805
   Notes payable 		586,630		573,225
   Accounts payable and other
    liabilities		 31,184		 30,474
   4% convertible subordinated
    debentures due 1989		2,579,705		2,563,433
   Partnership distributions payable		252,496		252,496

	$	3,657,645	$	3,614,433

Deficiency in real estate joint
 venture	$	1,015,561	$	1,015,561

Partners' Deficit	$	(4,425,768)	$	(4,383,983)

Notes receivable - officers/partners		(225,849)		(224,376)

		$	(4,651,617)	$	(4,608,359)

Total Liabilities and Partners'
 Capital (Deficit)	$	 21,589	$	21,635
















See notes to financial statements.







			Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
UNAUDITED





		   1 9 9 9		   1 9 9 8
REVENUES:

	Loss from real estate partner-
	 ship	$	-	$	(5,900)
	Other		1,687		1,934

		$	1,687	$	(3,966)

COST AND EXPENSES:

	Selling, general and
	 administrative                   $	10,678	$	 6,058
	Interest		32,794		28,857

		$	43,472	$	 34,915

Net Income (Loss)	$	(41,785)	$	(38,881)

INCOME (LOSS) PER PARTNERSHIP UNIT
 OUTSTANDING	      (0.015)	      (0.01)
CASH DISTRIBUTIONS PER UNIT	       NONE		       NONE

























See notes to financial statements.








			Page 4
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

		  1 9 9 9		  1 9 9 8
CASH FLOW FROM OPERATING ACTIVITIES:
	Interest income - collected	$	214	$	1,370
	Cash from sale of real estate		-		-
	Cash received principally from
	 rental activities		-		-
	Cash paid for selling, general and
	 administrative expenses		(9,967)		(7,325)
	Interest paid      		-		-

	   Net Cash Provided (Consumed) by
	    Operating Activities	$	(9,753)	$	(5,955)

CASH FLOW FROM FINANCING ACTIVITIES:
	Cash from borrowing	$	9,707	$     7,974

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS	$	(46)	$	2,019

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR		20,425		4,037

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD	$	20,379	$	6,056

RECONCILIATION OF NET INCOME(LOSS)
 TO NET CASH PROVIDED(CONSUMED)BY
 OPERATING ACTIVITIES:

	Net Income (Loss)	$	(41,785)	$	(38,881)

ADJUSTMENTS TO RECONCILE NET INCOME
 (LOSS)TO NET CASH PROVIDED(CONSUMED)
 BY OPERATING ACTIVITIES:

	Loss of real estate partnerships	$	-	$	5,900
	Changes in Assets and Liabilities:
	  Increase in accrued interest
	   payable		32,795		29,703
	  (Increase) in accrued interest
	   receivable		(1,473)		(1,410)
	  (Decrease) increase in accounts
	   payable		710		(2,699)
	  Decrease (increase) in other assets	-		1,432

	      Total adjustments	$	32,032	$	32,926

NET CASH PROVIDED (CONSUMED) BY
 OPERATING ACTIVITIES	$	(9,753)	$	(5,955)



See notes to financial statements.






			Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)






EXHIBIT 27

Cash			$	20,379
Receivables				1,210
Total Assets				21,589
Notes Payable				794,260
Convertible Subordinated Debentures				2,579,705
Partners' Deficit				(4,425,768)
Total Liabilities and Partners' Deficit			21,589
Total Revenues				1,687
Total Cost and Expenses				43,472
Net Income(loss)			    (41,785)
Income Per Partnership Unit		     	     (0.015)

































See notes to financial statements.






					Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)


1.	The financial statement information for the three months
ended September 30, 1999 and 1998 is unaudited. However, the
information contained therein reflects all adjustments which
are, in the opinion of management, necessary to present a
fair statement of the results of the interim period.

	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"). 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 transactions have been eliminated.

2.	On September 20, 1984 the stockholders of All-State
Properties Inc. ("All-State") approved a plan of liquidation.
Pursuant to the plan, All-State distributed its interest in
City Planned Communities ("CPC") and its other assets to a
limited partnership, All-State Properties L.P., in exchange
for units of limited partnership interest which were then
distributed to the stockholders.

	The liquidation of All-State Properties Inc. and the related
transfer of assets and liabilities to the new limited
partnership was accounted for under the pooling of interest
method. Under this method all assets and liabilities were
transferred to the newly formed limited partnership at
historical costs. Prior to the transfer, All-State acquired
1,240,700 shares of its common stock from its largest
stockholder. The acquisition of these shares resulted in a
charge to stockholders' equity of $5,250,000 which caused the
newly-formed limited partnership to commence operations with
a negative partners' capital account. This negative partners'
capital will be eliminated as income is recognized from CPC.

3.	Unicom Partnership, Ltd. ("Unicom") (a limited partnership)
was formed in October 1986 to acquire land from "CPC" for the
purpose of constructing and operating a 324 unit adult rental
retirement project. All-State and entities under common
control with other partners of "CPC" have a substantial
limited partnership interest in Unicom. Accordingly, the
beneficial owners of Unicom are substantially the same of
those of "CPC". Therefore, the financial statements for CPC
and Unicom are presented on a combined basis to offer a
complete representation of the related entities.








					Page 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1999


FINANCIAL CONDITION

	Registrant's source of working capital consists of cash
received from borrowings and loans received from Unicom
Partnership Ltd. No cash was available for distribution during
the three months ended September 30, 1999.

	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
abd 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 23.27% 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 3.6% 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.









					Page 8
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1999



FINANCIAL CONDITION (Continued)

	In addition, CPC assigned 9.0% 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

	Net loss for the three months ended September 30, 1999, was
virtually the same per share as the net loss for the three months
ended September 30, 1998.







































					Page 9

CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
SEPTEMBER 30, 1999 AND JUNE 30, 1999
<TABLE>
<CAPTION>
		 SEPTEMBER		      JUNE
		 30, 1999		  30, 1999
<S>		<C>		<C>
ASSETS:
Property and equipment - net of
 depreciation	$	26,103,797	$26,296,778
Cash		1,015,723		1,526,882
Cash-restricted		766,858		734,986
Real estate held for sale (cost)		9,666		9,666
Deferred and prepaid expenses		1,477,590		1,457,164
Other assets		508,613		571,678
Notes receivable - related party		320,417		-
	Total	$	30,202,664	$	30,597,154

LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
 accrued interest	$	27,107,412	$	26,985,002
Accounts payable and other
 liabilities		1,631,132		2,031,219
Notes payable - related parties		256,531		380,627
Unamortized interest mortgage
 modification		2,257,052		2,276,756
Other deposits		4,500,000		4,500,000
Note payable		58,051		27,413
Partners' capital (deficit)		(5,607,514)		(5,603,863)
	Total	$	30,202,664	$	30,597,154

</TABLE>
























See notes to financial statements.





				Page 10

CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
		  1 9 9 9	   	  1 9 9 8
<S>		<C>		<C>
REVENUES:
Lease income	$	1,834,928	$	1,140,809
Interest and other		5,923		4,837

	Total income	$	1,840,851	$	1,145,646

EXPENSES:
General and administrative	$	332,901	$	173,063
Interest		581,348		590,238
Depreciation and amortization		261,723		253,723
Taxes and insurance		300,922		119,041
	Total expenses	$	1,476,894	$	1,136,065

NET INCOME	$	363,957	$	9,581

</TABLE>


































See notes to financial statements.




			Page 11
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)





		   1 9 9 9	      1 9 9 8

Partnership units outstanding    		3,118,303		3,118,303

Net Income (Loss)	$	(41,785)	$	(38,881)

Net Income (Loss) Per Partnership
 Unit	$     (0.015)	$     (0.01)










































See notes to financial statements.




			Page 12
ALL-STATE PROPERTIES L.P.

PART II - OTHER INFORMATION




ITEM 1 - 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.

ITEM 2 - Changes in Securities

	There were no changes in the right of limited partners
during the quarter covered by this report.

ITEM 3 - Defaults Upon Senior Securities

	There were no defaults by Registrant on its senior
securities during the quarter covered by this report.

ITEM 4 - Submission of Matters to Vote of Security Holders

	No matters were submitted during the quarter covered by
this report to a vote of limited partners.

ITEM 5 - Other Information

	None

ITEM 6 - Exhibits and Reports on Form 8-K

	(a)	Exhibit - Computation of earnings per partnership
unit.

	(b)	Exhibit - Form 8-K filed October 8, 1999,
incorporated by reference.
















						Page 13




SIGNATURES



Pursuant to the requirement of the Securities Exchange Act of
1934, 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 ROSENTHAL
                                            General Partner


Dated: November 15, 1999