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 DECEMBER 31, 1996  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 December 31, 1996

Limited Partnership Units                               3,118,303 Units

























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

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

                      FINANCIAL STATEMENTS AND SCHEDULES
                      SIX MONTHS ENDED DECEMBER 31, 1996











                                                                    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 -
               December 31, 1996 and June 30, 1996                         2

               Condensed Statements of Operations -
               Three Months and Six Months ended           
               December 31, 1996 and 1995                                  3

               Condensed Statements of Cash Flows -
               Six Months ended December 31, 1996   
               and 1995                                                    4

               Notes to Condensed Financial Statements -
               December 31, 1996 and 1995                                  5

               Management's Discussion and Analysis of
               the Financial Condition and Results of
               Operations - December 31, 1996                              6

               Condensed Financial Information for City
               Planned Communities and Unicom Partnership,                
               Ltd., 50% and 49-1/2% owned Real Estate
               Partnerships, respectively - December 31,  
               1996, December 31, 1995 and June 30, 1996                   7

               Exhibit - Computation of Loss per Partner-
               ship Unit - Six Months ended December 31,                   
               1996 and 1995                                               8

               Exhibit 27 Financial Data Schedule for the
               Quarter ended 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
                      DECEMBER 31, 1996 AND JUNE 30, 1996
                                  (UNAUDITED)



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

Cash                                             $      4,817    $      1,717
Receivables                                             3,485           1,720
Real estate and construction in progress 
 (not in excess of net realizable value)               42,968         217,036
Other assets                                            4,573           2,438
                                                 ____________    ____________
Total Assets                                     $     55,843    $    222,911
                                                 ============    ============

     Liabilities and Partners' Capital (Deficit)

Liabilities:

   Notes payable - related party                 $     63,787    $     60,765
   Notes payable                                      423,810         452,595
   Accounts payable and other liabilities             118,208         275,294
   4% convertible subordinated debentures due
    1989                                            2,400,723       2,368,181
   Partnership distribution                           252,496         252,496
                                                 ____________    ____________
                                                 $  3,259,024    $  3,409,331
                                                 ____________    ____________

Deficiency in real estate joint venture          $    922,654    $    875,354
                                                 ____________    ____________

Partners' Deficit                                $ (3,915,359)   $ (3,854,095)
Notes receivable - officers/partners                 (210,476)       (207,679
                                                 ____________    ____________

                                                 $ (4,125,835)   $ (4,061,774)
                                                 ____________    ____________

Total Liabilities and Partners' Capital
 (Deficit)                                       $     55,843    $    222,911
                                                 ============    ============








                      See notes to financial statements.


                                                                        Page 3
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                      CONDENSED STATEMENTS OF OPERATIONS
         THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995




                            THREE MONTHS ENDED         SIX MONTHS ENDED
                               DECEMBER 31,              DECEMBER 31,
                          1 9 9 6       1 9 9 5       1 9 9 6       1 9 9 5
REVENUES:

  Sale of real estate   $    67,500   $    72,500   $   242,500   $    72,500
  Less costs of sale         69,342        92,126       177,761        92,126
                        ___________   ___________   ___________   ___________

  Gross Profit          $    (1,842)  $   (19,626)  $    64,739   $   (19,626)
                        ___________   ___________   ___________   ___________

  Partnership loss      $   (23,300)  $    (4,978)  $   (47,300)  $   (39,000)
  Other income                6,233         6,082        12,438        14,712
                        ___________   ___________   ___________   ___________

                        $   (17,067)  $     1,104   $   (34,862)  $   (24,288)
                        ___________   ___________   ___________   ___________

  Total Net Revenues  
   (Expenses)           $   (18,909)  $   (18,522)  $    29,877   $   (43,914)
                        ___________   ___________   ___________   ___________
    

COST AND EXPENSES:

  Selling, general
   and administrative   $    25,013   $    75,967   $    41,089   $    97,143
  Interest                   24,847        26,864        50,052        52,531
                        ___________   ___________   ___________   ___________

                        $    49,860   $   102,831   $    91,141   $   149,674
                        ___________   ___________   ___________   ___________

NET LOSS                $   (68,769)  $  (121,353)  $   (61,264)  $  (193,588)
                        ===========   ===========   ===========   ===========

NET LOSS INCOME PER
 PARTNERSHIP UNIT     
 AFTER EXTRAORDINARY
 ITEM                         (0.02)        (0.04)        (0.02)        (0.06)
                        ===========   ===========   ===========   ===========

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
                  SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                  (UNAUDITED)

                                                     1 9 9 6        1 9 9 5 
CASH FLOW FROM OPERATING ACTIVITIES:
   Cash from sale of real estate                   $   242,500    $    72,500
   Cash received from other activities                   7,876         11,915
   Cash paid for selling, general and
    administrative expenses                           (196,949)       (30,963)
   Interest paid                                           -           (9,129)
                                                   ___________    ___________
      Net Cash Provided by Operating Activities    $    53,427    $    44,323
                                                   ___________    ___________

CASH FLOW FROM FINANCING ACTIVITIES:
    Proceeds (Repayment) from mortgage and note 
     payable                                       $   (50,327)   $   (56,702)
    Repayment of notes receivable - related party          -           (2,213)
                                                   ___________    ___________
      Net Cash Used by Financing Activities        $   (50,327)   $   (58,915)
                                                   ___________    ___________

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                       $     3,100    $   (14,592)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD         $     4,817    $       205
                                                   ===========    =========== 

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

   Net Loss                                        $   (61,264)   $  (193,588)
                                                   ___________    ___________

CHANGES IN ASSETS AND LIABILITIES:           
   (Increase) Decrease in accounts receivable
    and other assets                               $    (3,900)   $     2,303
   Increase in accrued interest receivable              (2,797)        (2,797)
   Decrease in equity in partnerships                   47,300         39,000
   Decrease in cost of real estate                     174,068        130,997
   (Decrease) increase in accounts payable
    and accrued expenses                              (132,522)        35,866
   Increase in 4% convertible debentures              
    interest                                            32,542         32,542
                                                   ___________    ___________
      Total adjustments                            $   114,691    $   237,911
                                                   ___________    ___________

NET CASH PROVIDED BY OPERATING ACTIVITIES          $    53,427    $    44,323
                                                   ===========    ===========


                      See notes to financial statements.


                                                                   Page 5
                           ALL-STATE PROPERTIES L.P.
                            (A LIMITED PARTNERSHIP)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                          DECEMBER 31, 1996 AND 1995
                                  (UNAUDITED)



  
1. The  financial statement information for the six months  ended  December
   31,  1996  and 1995 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
                             DECEMBER 31, 1996



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 December 31, 1996.

     As  of December 31, 1996, 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  will 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  assigned to  those  individuals  12.68%  of
distributions  received  by  it  from  CPC,  after  deducting  the  amounts
necessary to repay the funds advanced by them.

     The net loss for the six months ended December 31, 1996, as opposed to
the six months ended December 31, 1995, decreased by 68% as a result of the
increase in the sale of condominium units from inventory.













                                                                        Page 7
            CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
                                  DECEMBER 31, 1996                            
                   
                CITY PLANNED COMMUNITIES AND UNICOM PARTNERSHIP, LTD.

                          CONDENSED COMBINED BALANCE SHEETS
                         DECEMBER 31,1996 AND JUNE 30, 1996
<TABLE>                              (UNAUDITED)
<CAPTION>
                                                           DECEMBER        JUNE
                                                           31,  1966      30,
1996  
<S>                                                      <C>            <C>
ASSETS:                                                                       
Property and equipment - net of depreciation             $ 28,162,691   $
28,564,402
Cash                                                          906,933     
1,064,575
Cash - restricted                                             651,293       
592,798
Real estate held for sale (cost)                                9,666         
9,666
Deferred and prepaid expenses                               1,379,313     
1,337,190
Other assets                                                  134,263       
298,282
Note receivable - related party                                63,687          
 - 
                                                         ____________  
____________
      Total                                              $ 31,307,846   $
31,866,913
                                                         ============  
============
LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including accrued interest             $ 27,589,616   $
27,680,139
Accounts payable and other liabilities                      1,151,707     
1,186,790
Notes payable - related parties                             4,908,136     
4,758,247
Notes payable - non-interest bearing                          190,000       
208,555
Unamortized interest mortgage modification                  2,425,780     
2,453,679
Note payable                                                  168,039       
695,780
Partners' capital (deficit)                                (5,125,432)   
(5,116,277)
                                                         ____________  
____________
      Total                                              $ 31,307,846   $
31,866,913
                                                         ============  
============
</TABLE>
                   CONDENSED COMBINED PROFIT AND LOSS INFORMATION
            THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                     (UNAUDITED)
<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED         SIX MONTHS ENDED
                                      DECEMBER 31,               DECEMBER 31
                                 1 9 9 6      1 9 9 5        1  9 9 6      1 9
9 5   
<S>                           <C>           <C>           <C>            <C>
REVENUES:
Rental                        $ 2,602,904   $ 2,530,115   $ 5,169,711    $
5,029,824
Interest and other                 21,142        68,982        38,956        
83,337
                              ___________   ___________   ___________   
___________
      Total                   $ 2,624,046   $ 2,599,097   $ 5,208,667    $
5,113,161
                              ___________   ___________   ___________   
___________

EXPENSES:
General and administrative    $ 1,526,440   $ 1,456,150   $ 3,081,824    $
2,913,740
Interest                          619,357       633,589     1,243,924     
1,324,216
Depreciation and amortization     228,400       230,200       456,800       
460,000
Taxes and insurance               234,538       285,703       435,274       
498,083
                              ___________   ___________   ___________   
___________ 

NET PROFIT (LOSS)             $    15,311   $    (6,545)  $    (9,155)   $  
(82,878)
                              ===========   ===========   ===========   
===========
</TABLE>
                         See notes to financial statements.


                                                                  Page 8
                              ALL-STATE PROPERTIES L.P.
                               (A LIMITED PARTNERSHIP)
                 EXHIBIT - COMPUTATION OF LOSS PER PARTNERSHIP UNIT
                     SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                     (UNAUDITED)





                                                   1 9 9 6         1 9 9 5

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

Net Loss                                       $    (61,264)   $   (193,588)
                                               ============    ============

Net Loss Per Partnership Unit                  $      (0.02)   $      (0.06)
                                               ============    ============






































                         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 PERIOD ENDED DECEMBER 31, 1996 AND
                            SEPTEMBER 30, 1996
                                 UNAUDITED



                                                SIX MONTHS     THREE MONTHS
                                                   ENDED          ENDED
                                                DECEMBER 31,   SEPTEMBER 30,
                                                    1996           1996

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

         (b) Exhibit  -  Form 8-K filed August 31,  1995,  incorporated  by
             reference.
























                                                                  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: February 14, 1997