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 MARCH 31, 1997     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.)



P.O. Box 5524, Fort Lauderdale, FL                              33310-5524
    (Address of principal executive offices)                    (Zip Code)



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 March 31, 1997    

Limited Partnership Units                               3,118,303 Units

























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

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

                      FINANCIAL STATEMENTS AND SCHEDULES
                       NINE MONTHS ENDED MARCH 31, 1997  











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



                                   I N D E X


ITEM         DESCRIPTION                                                NUMBER

               Index                                                       1

Part I         Financial Information:
               Condensed Balance Sheets -
               March 31, 1997 and June 30, 1996                            2

               Condensed Statements of Operations -
               Three Months and Nine Months ended           
               March 31, 1997 and 1996                                     3

               Condensed Statements of Cash Flows -
               Nine Months ended March 31, 1997 and 
               1996                                                        4

               Notes to Condensed Financial Statements -
               March 31, 1997 and 1996                                     5

               Management's Discussion and Analysis of
               the Financial Condition and Results of
               Operations - March 31, 1997                                 6

               Condensed Financial Information for City
               Planned Communities and Unicom Partnership,                
               Ltd., 50% and 49-1/2% owned Real Estate
               Partnerships, respectively - March 31, 1997
               and March 31, 1996                                          7

               Exhibit - Computation of Loss per Partner-
               ship Unit - Nine Months ended March 31, 1997                 
               and 1996                                                    8

               Exhibit 27 Financial Data Schedule for the
               Quarters ended March 31, 1997, December 31, 1996
               and September 30, 1996                                      9

Part II        Other Information                                          10

               Signatures                                                 11


                                                                       Page 2
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                           CONDENSED BALANCE SHEETS
                       MARCH 31, 1997 AND JUNE 30, 1996
                                  (UNAUDITED)



                                                  
                                                    MARCH           JUNE  
                                                     31ST           30TH     
     Assets                                        1 9 9 7         1 9 9 6   
                                                 (UNAUDITED)     (UNAUDITED)

Cash                                             $         85    $      1,717
Receivables                                             1,210           1,720
Real estate and construction in progress 
 (not in excess of net realizable value)               42,968         217,036
Other assets                                            5,303           2,438
                                                 ____________    ____________
Total Assets                                     $     49,566    $    222,911
                                                 ============    ============

     Liabilities and Partners' Capital (Deficit)

Liabilities:

   Notes payable - related party                 $     65,266    $     60,765
   Notes payable                                      471,162         452,595
   Accounts payable and other liabilities              99,539         275,294
   4% convertible subordinated debentures due
    1989                                            2,416,994       2,368,181
   Partnership distribution                           252,496         252,496
                                                 ____________    ____________
                                                 $  3,305,457    $  3,409,331
                                                 ____________    ____________

Deficiency in real estate joint venture          $    940,204    $    875,354
                                                 ____________    ____________

Partners' Deficit                                $ (3,984,219)   $ (3,854,095)
Notes receivable - officers/partners                 (211,876)       (207,679)
                                                 ____________    ____________

                                                 $ (4,196,095)   $ (4,061,774)
                                                 ____________    ____________

Total Liabilities and Partners' Capital
 (Deficit)                                       $     49,566    $    222,911
                                                 ============    ============








                      See notes to financial statements.


                                                                        Page 3
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                      CONDENSED STATEMENTS OF OPERATIONS
          THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996  




                            THREE MONTHS ENDED         NINE MONTHS ENDED
                                 MARCH 31,                 MARCH 31, 
                          1 9 9 7       1 9 9 6       1 9 9 7       1 9 9 6
REVENUES:

  Sale of real estate   $       -     $       -     $   242,500   $    72,500
  Less costs of sale            -             -         177,761        92,126
                        ___________   ___________   ___________   ___________

  Gross Profit          $       -     $       -     $    64,739   $   (19,626)
                        ___________   ___________   ___________   ___________

  Partnership loss      $   (17,550)  $   (24,600)  $   (64,850)  $   (63,600)
  Other income                1,845         6,062        14,283        20,774
                        ___________   ___________   ___________   ___________

                        $   (15,705)  $   (18,538)  $   (50,567)  $   (42,826)
                        ___________   ___________   ___________   ___________

  Total Net Revenues  
   (Expenses)           $   (15,705)  $   (18,538)  $    14,172   $   (62,452)
                        ___________   ___________   ___________   ___________
    

COST AND EXPENSES:

  Selling, general
   and administrative   $    28,756   $    31,345   $    69,845   $   128,488
  Interest                   24,399        24,385        74,451        76,916
                        ___________   ___________   ___________   ___________

                        $    53,155   $    55,730   $   144,296   $   205,404
                        ___________   ___________   ___________   ___________

NET LOSS                $   (68,860)  $   (74,268)  $  (130,124)  $  (267,856)
                        ===========   ===========   ===========   ===========

NET LOSS INCOME PER
 PARTNERSHIP UNIT     
 AFTER EXTRAORDINARY
 ITEM                         (0.02)        (0.02)        (0.04)        (0.08)
                        ===========   ===========   ===========   ===========

CASH DISTRIBUTIONS               
 PER UNIT                      NONE          NONE          NONE          NONE
                               ====          ====          ====          ====




                      See notes to financial statements.

                                                                        Page 4
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                      CONDENSED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED MARCH 31, 1997 AND 1996 
                                  (UNAUDITED)

                                                     1 9 9 7        1 9 9 6 
CASH FLOW FROM OPERATING ACTIVITIES:
   Cash from sale of real estate                   $   242,500    $    72,500
   Cash received from other activities                   5,301         16,579
   Cash paid for selling, general and
    administrative expenses                           (229,106)       (68,106)
   Interest paid                                           -           (9,076)
                                                   ___________    ___________

      Net Cash Provided by Operating Activities    $    18,695    $    11,897
                                                   ___________    ___________

CASH FLOW FROM FINANCING ACTIVITIES:
    Proceeds (Repayment) from mortgage and note 
     payable                                       $   (20,327)   $   (45,126)
    Repayment of notes receivable - related party          -           19,847
                                                   ___________    ___________

      Net Cash Used by Financing Activities        $   (20,327)   $   (25,279)
                                                   ___________    ___________

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                       $    (1,632)   $   (13,382)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         1,717         14,797
                                                   ___________    ___________

CASH AND CASH EQUIVALENTS AT END OF PERIOD         $        85    $     1,415
                                                   ===========    =========== 

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED  
 BY OPERATING ACTIVITIES:

   Net Loss                                        $  (130,124)   $  (267,856)
                                                   ___________    ___________

CHANGES IN ASSETS AND LIABILITIES:           
   (Increase) Decrease in accounts receivable
    and other assets                               $    (2,355)   $     3,893
   Increase in accrued interest receivable              (4,197)        (4,195)
   Decrease in equity in partnerships                   64,850         63,600
   Decrease in cost of real estate                     174,068        130,997
   (Decrease) increase in accounts payable
    and accrued expenses                              (175,755)        17,618
   Increase in 4% convertible debentures              
    interest                                            48,813         48,813
   Increase in notes payable and accrued interest       43,395         19,027
                                                   ___________    ___________

      Total adjustments                            $   148,819    $   279,753
                                                   ___________    ___________

NET CASH PROVIDED BY OPERATING ACTIVITIES          $    18,695    $    11,897
                                                   ===========    ===========
                      See notes to financial statements.


                                                                   Page 5
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            MARCH 31, 1997 AND 1996  
                                  (UNAUDITED)



  
1. The financial statement information for the nine months ended March  31,
   1997 and 1996 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  99% limited partnership interest in  Unicom.  Accordingly,  the
   beneficial owners of Unicom are substantially the same as 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 6
                         ALL-STATE PROPERTIES L.P.
                          (A LIMITED PARTNERSHIP)
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              MARCH 31, 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 nine months ended March 31, 1997.

     As  of  March  31, 1997, 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  cash  that  becomes  available  from   each
distribution  wil be used to repay CPC. After CPC has been repaid  in  full
and  the  aforementioned  individuals have received  their  share  of  each
distribution, remaining cash will then be distributed as follows:

     1.00% to the general partner
    49.50% to the other partner in Unicom
     7.50% to certain individuals who made cash advances on behalf of the
           Company
    42.00% to the Company
   _______

   100.00%
   _______

     In  addition,  CPC  assigned 7.842% 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 assisgned to  those  individuals  12.68%  of
distributions  received  by  it  from  CPC,  after  deducting  the  amounts
necessary to repay the funds advanced to them.

     The  net loss for the nine months ended March 31, 1997, as opposed  to
the  nine months ended March 31, 1996, decreased by 51% as a result of  the
increase in the sale of condominium units from inventory.






























                                                                       Page 7
            CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
                                MARCH 31, 1997                                 
                 
                CITY PLANNED COMMUNITIES AND UNICOM PARTNERSHIP, LTD.

                          CONDENSED COMBINED BALANCE SHEETS
                       MARCH 31, 1997 AND JUNE 30, 1996
<TABLE>                              (UNAUDITED)
<CAPTION>
                                                            MARCH          JUNE
                                                           31,  1997      30,
1996  
<S>                                                      <C>            <C>
ASSETS:                                                                       
Property and equipment - net of depreciation             $ 27,972,230   $
28,564,402
Cash                                                          795,880     
1,064,575
Cash - restricted                                             663,623       
592,798
Real estate held for sale (cost)                                9,666         
9,666
Deferred and prepaid expenses                               1,681,621     
1,337,190
Other assets                                                   94,742       
298,282
Note receivable - related party                                65,266          
 - 
                                                         ____________  
____________
      Total                                              $ 31,283,028   $
31,866,913
                                                         ============  
============
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including accrued interest             $ 27,542,985   $
27,680,139
Accounts payable and other liabilities                      1,389,162     
1,186,790
Notes payable - related parties                             4,523,456     
4,758,247
Notes payable - non-interest bearing                          190,000       
208,555
Unamortized interest mortgage modification                  2,411,598     
2,453,679
Note payable                                                  165,268       
695,780
Partners' capital (deficit)                                (4,939,441)   
(5,116,277)
                                                         ____________  
____________
      Total                                              $ 31,283,028   $
31,866,913
                                                         ============  
============
</TABLE>
                   CONDENSED COMBINED PROFIT AND LOSS INFORMATION
             THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1997 AND 1996 
                                     (UNAUDITED)
<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED        NINE MONTHS ENDED
                                       MARCH 31,                 MARCH 31,
                                 1 9 9 7      1 9 9 6        1  9 9 7      1 9
9 6   
<S>                           <C>           <C>           <C>            <C>
REVENUES:
Rental                        $ 2,634,324   $ 2,550,463   $ 7,804,035    $
7,580,287
Interest and other                 18,799        19,171        57,755       
102,508
                              ___________   ___________   ___________   
___________
      Total                   $ 2,653,123   $ 2,569,634   $ 7,861,790    $
7,682,795
                              ___________   ___________   ___________   
___________

EXPENSES:
General and administrative    $ 1,419,577   $ 1,407,069   $ 4,501,401    $
4,320,809
Interest                          616,060       629,007     1,859,984     
1,953,223
Depreciation and amortization     228,400       236,200       685,200       
696,000
Taxes and insurance               203,095       215,361       638,369       
713,444
                              ___________   ___________   ___________   
___________
                              $ 2,467,132   $ 2,487,437   $ 7,684,954    $
7,683,476                              ___________   ___________   ____________
  ___________
NET PROFIT (LOSS)             $   185,991   $    82,197   $   176,836    $     
(681)
                              ===========   ===========   ===========   
===========
</TABLE>
                         See notes to financial statements.


                                                                  Page 8
                              ALL-STATE PROPERTIES L.P.
                               (A LIMITED PARTNERSHIP)
                 EXHIBIT - COMPUTATION OF LOSS PER PARTNERSHIP UNIT
                       NINE MONTHS END MARCH 31, 1997 AND 1996   
                                     (UNAUDITED)





                                                   1 9 9 7         1 9 9 6

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

Net Loss                                       $   (130,124)   $   (267,856)
                                               ============    ============

Net Loss Per Partnership Unit                  $      (0.04)   $      (0.08)
                                               ============    ============






































                         See notes to financial statements.

      
                                                                       Page 9
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                     EXHIBIT 27 - FINANCIAL DATA SCHEDULE
           AS OF AND FOR THE PERIODS ENDED MARCH 31, 1997, DECEMBER
                        31, 1996 AND SEPTEMBER 30, 1996
                                   UNAUDITED



                                NINE MONTHS     SIX MONTHS     THREE MONTHS
                                   ENDED           ENDED          ENDED
                                 MARCH 31,      DECEMBER 31,   SEPTEMBER 30,
                                   1997             1996           1996

Cash                            $        85    $      4,817    $      8,423
Receivables                           1,210           3,485           2,930
Real estate held for sale and
 development                         42,968          42,968         105,635
Total assets                         49,566          55,843         121,833
Notes payable                       536,428         487,597         528,886
Convertible subordinated
 debentures                       2,416,994       2,400,723       2,384,452
Partners' deficit                (3,984,219)     (3,915,359)     (3,846,590)
Total liabilities and partners'
 (deficit)                           49,566          55,843         121,833
Net sales of real estate            242,500         242,500         175,000
Total revenues                      191,933         207,638         157,205
Cost of real estate sold            177,761         177,761         108,419
Total cost and expenses             322,057         268,902         149,700
Net income (loss)                  (130,124)        (61,264)          7,505
Income (loss) per partnership unit    (O.04)          (0.02)           0.00































                                                                  Page 10
                          ALL-STATE PROPERTIES L.P.


                         PART II - OTHER INFORMATION




ITEM 1 - Legal Proceedings

         Registrant  is  not involved in any legal proceedings  that  would
         have a material effect on the financial condition of Registrant.

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.
























                                                                  Page 11
     





                                  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 R. ROSENTHAL
                                               General Partner






Dated: May 14, 1997