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, 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.)



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



Registrant's telephone number, including area code      (954) 735-6300
                                                   __________________________-




_____________________________________________________________________________-
former name, former address and fiscal year, if year changes since last report


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, 1996
            ____-                                       _________________- 

Limited Partnership Units                               3,118,303 Units
________________________-                       _________________________-   


























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

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

                      FINANCIAL STATEMENTS AND SCHEDULES
                      __________________________________
                     THREE MONTHS ENDED SEPTEMBER 30, 1996
                     _____________________________________



















                                                                    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, 1996 and June 30, 1996                        2

               Condensed Statements of Operations -
               Three Months ended September 30, 1996 and 
               1995                                                        3

               Condensed Statements of Cash Flows -
               Three Months ended September 30, 1996 
               and 1995                                                    4
               
               Notes to Condensed Financial Statements -
               September 30, 1996 and 1995                                 5

               Management's Discussion and Analysis of
               the Financial Condition and Results of
               Operations - September 30, 1996                             6

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

               Exhibit - Computation of Loss per Partner-
               ship Unit - September 30, 1996 and 1995                     8

Part II        Other Information                                           9

               Signatures                                                 10



                                                                       Page 2 
                           ALL-STATE PROPERTIES L.P.
                           _________________________
                            (A LIMITED PARTNERSHIP)
                             _____________________
                           CONDENSED BALANCE SHEETS
                           ________________________
                       SEPTEMBER 30, 1996 AND JUNE 30, 1996
                       ____________________________________
                                  (UNAUDITED)




                                                   
                                                  SEPTEMBER         JUNE   
                                                     30TH           30TH     
                                                 ___________-    ___________- 
     Assets                                        1 9 9 6         1 9 9 6  
     ______                                      ____________    ____________
                                                 (UNAUDITED)     (UNAUDITED)

Cash                                             $      8,423    $      1,717
Receivables                                             2,930           1,720
Real estate and construction in progress  
 (not in excess of net realizable value)              105,635         217,036
Other assets                                            4,845           2,438
                                                 ____________    ____________

Total Assets                                     $    121,833    $    222,911
____________
                                                 ============    ============

     Liabilities and Partners' Capital (Deficit)
     ___________________________________________

Liabilities:

   Notes payable - related party                 $     62,276    $     60,765
   Notes payable                                      466,610         452,595 
   Accounts payable and other liabilities             112,313         275,294
   4% convertible subordinated debentures due
    1989                                            2,384,452       2,368,181
   Partnership distributions payable                  252,496         252,496
                                                 ____________    ____________

                                                 $  3,278,147    $  3,409,331
                                                 ____________    ____________

Deficiency in real estate joint venture          $    899,354    $    875,354
                                                 ___________-    ____________

Partners' Deficit                                $ (3,846,590)   $ (3,854,095)
Notes receivable - officers/partners                 (209,078)       (207,679)
                                                 ____________    ____________

                                                 $ (4,055,668)   $ (4,061,774)
                                                 ___________-    ____________

Total Liabilities and Partners' Capital               
_______________________________________
 (Deficit)                                       $    121,833    $    222,911
 _________
                                                 ============    ============











                      See notes to financial statements.



                                                                        Page 3
                           ALL-STATE PROPERTIES L.P.
                           _________________________
                            (A LIMITED PARTNERSHIP)
                             _____________________
                      CONDENSED STATEMENTS OF OPERATIONS
                      __________________________________
                THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                ______________________________________________
                                  (UNAUDITED)









                                                      1 9 9 6       1 9 9 5
                                                    ___________   ___________
REVENUES:
________

  Sale of real estate                               $   175,000   $       - 
  Loss from real estate partnership                     (24,000)      (34,022)
  Other                                                   6,205         8,630
                                                    __________-   ___________

                                                    $   157,205   $   (25,392)
                                                    __________-   ___________

COST AND EXPENSES:
_________________

  Cost of real estate sold                          $   108,419   $       -   
  Selling, general and administrative                    16,076        21,176
  Interest                                               25,205        25,667
                                                    ___________   ___________

                                                    $   149,700   $    46,843
                                                    __________-   ___________

Net Income (Loss)                                   $     7,505   $   (72,235)
_________________
                                                    ===========   ===========
INCOME (LOSS) PER PARTNERSHIP UNIT OUTSTANDING      $      0.00   $     (0.02) 
______________________________________________             
                                                    ===========   =========== 

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, 1996 AND 1995
                ______________________________________________
                                  (UNAUDITED)

                                                     1 9 9 6        1 9 9 5
                                                   ___________    ___________
CASH FLOW FROM OPERATING ACTIVITIES:
   
   Cash from sale of real estate                   $   175,000     $      -  
   Cash received principally from rental
    activities                                           1,990          3,987
   Cash paid for selling, general and
    administrative expenses                           (176,824)       (14,625)
   Cash paid for cost of sales                          (1,660)           -
                                                   __________-    ___________

      Net Cash Consumed by Operating         
       Expenses                                    $    (1,494)   $   (10,638)
                                                   ___________    ___________

CASH FLOW FROM FINANCING ACTIVITIES:

    Cash from borrowing                            $     8,200    $      -    
                                                   __________-    ___________

NET INCREASE (DECREASE) IN CASH AND CASH
________________________________________
 EQUIVALENTS                                       $     6,706    $   (10,638)
___________-    

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR           1,717         14,797 
_____________________________________-_______-     __________-    ___________ 

CASH AND CASH EQUIVALENTS AT END OF PERIOD         $     8,423    $     4,159
_______________________________________-__
                                                   ===========    =========== 

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH 
_____________________________________-_________   
 CONSUMED BY OPERATING ACTIVITIES:
 ________________________________ 

   Net Income (Loss)                               $     7,505    $   (72,235)
                                                   ___________    ___________

ADJUSTMENTS TO RECONCILE NET LOSS TO NET
________________________________________
 CASH CONSUMED BY OPERATING ACTIVITIES:
 _____________________________________

   Loss of real estate partnerships                $    24,000    $    34,022
   Changes in Assets and Liabilities:
     Increase in accrued interest payable               25,203         25,666 
     (Increase) in accrued interest receivable          (3,005)        (3,005)
     (Decrease) increase in accounts payable          (162,981)         5,527 
     Decrease (increase) in other assets                (2,407)         1,025
     Increase (decrease) in accounts receivable         (1,210)        (1,638)
     Decrease in cost of real estate                   111,401            -  
                                                   __________-    ___________
                                                        
       Total adjustments                           $    (8,999)   $    61,597 
                                                   ___________    ___________

NET CASH CONSUMED BY OPERATING ACTIVITIES          $    (1,494)   $   (10,638)
________________________________________-      
                                                   ===========    ===========






                      See notes to financial statements.



                                                                        Page 5
                           ALL-STATE PROPERTIES L.P.
                           _________________________
                            (A LIMITED PARTNERSHIP)
                             _____________________
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                    _______________________________________
                THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                ______________________________________________
                                  (UNAUDITED)






   
1. The financial statement information for the three months ended September 
30, 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 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 6
                          ALL-STATE PROPERTIES L.P.
                          _________________________
                           (A LIMITED PARTNERSHIP)
                           _______________________
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                 ___________________________________________
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                _____________________________________________
                              SEPTEMBER 30, 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 September 30, 1996.

     As of September 30, 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 byh 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.

RESULTS OF OPERATIONS
_____________________

     Net income for the three months ended September 30, 1996, as compared 
with the three months ended September 30, 1995, increased by 110% as a result 
of the sale of condominium units.
















                                                                      Page 7
            CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
            ___________________________________________________________- 
                                 SEPTEMBER 30, 1996
                                 __________________
                 CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
                 ___________________________________________________

                          CONDENSED COMBINED BALANCE SHEETS
                          _________________________________
                        SEPTEMBER 30, 1996 AND JUNE 30, 1996
                        ____________________________________
                                     (UNAUDITED)
<TABLE>                      
<CAPTION>
                                                          SEPTEMBER        JUNE
                                                           30, 1996     30, 1996
                                                      ______________-   ____________
<S>                                                   <C>               <C>
ASSETS:
______                                                                
Property and equipment - net of depreciation          $   28,353,314   $ 28,564,402 
Cash                                                          682,975      1,064,575 
Cash - restricted                                             625,854        592,798
Real estate held for sale (cost)                                9,666          9,666
Deferred and prepaid expenses                               1,526,170      1,337,190
Other assets                                                  362,003        298,282
Note receivable - related party                                62,276            -
                                                         ____________   ____________
      Total                                              $ 31,622,258   $ 31,866,913
                                                         ============   ============
LIABILITIES AND PARTNERS' CAPITAL:                                                    
_________________________________
Mortgage payable, including accrued interest             $ 27,635,329   $ 27,680,139
Accounts payable and other liabilities                      1,489,864      1,186,790
Notes payable - related parties                             4,837,256      4,758,247
Notes payable - non-interest bearing                          190,000        208,555
Unamortized interest mortgage modification                  2,439,807      2,453,679
Note payable                                                  170,745        695,780
Partners' capital (deficit)                                (5,140,743)    (5,116,277)
                                                         ___________-   ____________
      Total                                              $ 31,622,258   $ 31,866,913 
                                                         ============   ============ 
</TABLE>
                   CONDENSED COMBINED PROFIT AND LOSS INFORMATION
                   ______________________________________________
                THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                ______________________________________________
                                     (UNAUDITED)
<TABLE>
<CAPTION>
                          
                                                            1 9 9 6         1 9 9 5
                                                          ___________    __________- 
<S>                                                       <C>            <C>
REVENUES:
________
Rental                                                    $ 2,566,807    $ 2,499,709
Interest and other                                             17,814         14,355  
                                                          ___________    __________- 
      Total income                                        $ 2,584,621    $ 2,514,064
                                                          ___________    ___________

EXPENSES:
________
General and administrative                                $ 1,555,384    $ 1,457,590
Interest                                                      624,567        690,627
Depreciation and amortization                                 228,400        229,800
Taxes and insurance                                           200,736        212,380
                                                          ___________    ___________
      Total expenses                                      $ 2,609,087    $ 2,590,397 
                                                          ___________    __________- 
NET LOSS                                                  $   (24,466)   $   (76,333)
_______-                   
                                                          ===========    ===========
</TABLE>




                         See notes to financial statements.



                                                                       Page 8 
                          ALL-STATE PROPERTIES L.P.
                          _________________________
                           (A LIMITED PARTNERSHIP)
                            _____________________
            EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
            ________________________________________________________-__ 
                THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                ______________________________________________
                                 (UNAUDITED)







                                                     1 9 9 6        1 9 9 5
                                                   ___________    ___________


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

Net Income (Loss)                                  $     7,505    $   (72,235)
                                                   ===========    ===========

Net Income (Loss) Per Partnership Unit             $      0.00    $     (0.02)
                                                   ===========    ===========



































                         See notes to financial statements.



                                                                       Page 9 
                           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 10










                                  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:      November 14,     1996
      ______________________