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, 1998 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, 1998

 Limited Partnership Units               3,118,303 Units





















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

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

FINANCIAL STATEMENTS AND SCHEDULES
THREE MONTHS ENDED SEPTEMBER 30,1998










         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, 1998 and June 30, 1998    2

    Condensed Statements of Operations -
    Three Months ended September 30, 1998
            and 1997    3

    Condensed Statements of Cash Flows -
    Three Months ended September 30, 1998
    and 1997  4

    Financial Data Schedule  5

    Notes to Condensed Financial Statements -
    September 30, 1998 and 1997                       6 

    Management's Discussion and Analysis of
    the Financial Condition and Results of
    Operations - September 30, 1998             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,
    1998, 1997 and June 30, 1998               9-10

    Exhibit - Computation of Income (Loss) per
    partnership Unit - three months ended
    September 30, 1998 and 1997   11

PART II  Other Information   12

    Signatures     13





    Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1998 AND JUNE 30, 1998
(UNAUDITED)


    SEPTEMBER            JUNE
      30TH           30TH
      1998            1998   
          
Assets
    
Cash     $     6,056    $    4,037
Other assets       1,524          2,956

Total Assets  $      7,580   $     6,993

Liabilities and Partners' Capital
 (Deficit)

Liabilities:          
   Notes payable - related party  $    178,687   $    166,749
   Notes payable        440,068        430,600
   Accounts payable and other
    liabilities         30,714          33,413
   4% convertible subordinated
    debentures due 1989      2,514,620      2,498,349
   Partnership distributions payable        252,496        252,496

    $    3,416,585 $    3,381,607

Deficiency in real estate joint
 venture $    998,166   $    992,266

Partners' Deficit  $    (4,186,916)    $    (4,148,035)

Notes receivable - officers/partners   $    (220,255) $  (218,845)

         $    (4,407,171)    $    (4,366,880)

Total Liabilities and Partners'
 Capital (Deficit) $     7,580    $         6,993















See notes to financial statements.






              Page 3
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)




           1 9 9 8        1 9 9 7

REVENUES:

    Loss from real estate partner-
     ship     $    (5,900)   $    (23,600)
    Other          1,934          2,967

         $    (3,966)   $    (20,633)

COST AND EXPENSES:

    Selling, general and
     administrative     $    6,058     $    14,359
    Interest       28,857         24,371

         $    34,915    $    38,730

Net Income (Loss)  $    (38,881)  $    (59,363)

INCOME (LOSS) PER PARTNERSHIP UNIT
 OUTSTANDING        (0.01)       (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, 1998 AND 1997
(UNAUDITED)

           1 9 9 8        1 9 9 7
CASH FLOW FROM OPERATING ACTIVITIES:
    Interest income - collected   $    1,370     $    47,777
    Cash from sale of real estate      -         -
    Cash received principally from    
     rental activities       -         -
    Cash paid for selling, general and
     administrative expenses       (7,325)         (1,662)
    Interest paid             -        (664)

   Net Cash Provided (Consumed) by
      Operating Activities   $     (5,955)  $    45,451

CASH FLOW FROM FINANCING ACTIVITIES:
    Cash from borrowing                $     7,974    $     33,256
    
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS  $    2,019     $    78,707

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

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD    $     6,056    $    92,139

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

     Net Income (loss)       $     (38,881) $    (59,363)

ADJUSTMENTS TO RECONCILE NET INCOME
 (LOSS) TO NET CASH PROVIDED (CON-
 SUMED) BY OPERATING ACTIVITIES:

 Loss of real estate partnerships $    5,900     $    23,600
 Changes in Assets and Liabilities:
    Increase in accrued interest
     payable       29,703         20,636
    (Increase) decrease in accrued
     interest receivable          (1,410)        47,881
    (Decrease) increase in accounts  
     payable       (2,699)        11,800
    Decrease in other assets      1,432          897

   Total Adjustments    $    32,926    $    104,814

NET CASH PROVIDED (CONSUMED) BY
 OPERATING ACTIVITIES   $    (5,955)   $    45,451



See notes to financial statements.







              Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
THREE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)







EXHIBIT 27

Cash               $    6,056
Receivables                  1,524
Total Assets                 7,580
Notes Payable                618,755
Convertible Subordinated Debentures                   2,514,620
Partners' Deficit                 (4,186,916)
Total Liabilities and Partners' Deficit               7,580
Net Sales of Real Estate                    -
Total Revenues                    (3,966)
Total Cost and Expenses                34,915
Net Income (Loss)                 (38,881)
Income Per Partnership Unit                  (0.01)































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, 1998 AND 1997
(UNAUDITED)




1.  The financial statement information for the three months
ended September 30, 1998 and 1997 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 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 7
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1998


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, 1998.

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

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

  100.00%
    
    Subsequently, of the holders of the 26.76%, individuals
receiving 23.27% were admitted as limited partners of Unicom,
with the 3.49% remaining as non-partner distributees. Restating
the above to reflect the admission of the aforesaid individuals
as limited partners, the cash flow available for distribution
after the payment of the $13,351,210 will be distributed as
follows:

         3.49% to the non-partner distributees

          As to the partners:

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

  100.00% 

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









                      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, 1998


FINANCIAL CONDITION (Continued)

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

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

RESULTS OF OPERATIONS

    Net loss for the three months ended September 30, 1998,
decreased $.01 per share over the net loss for the three months
ended September 30, 1997.








                        Page 9
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
SEPTEMBER 30, 1998 AND JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>




         SEPTEMBER         JUNE
          30, 1998       30, 1998
<S>      <C>       <C>
ASSETS:
Property and equipment - net of
 depreciation $    26,757,876     $    26,936,190
Cash          975,805        1,128,620
Cash-restricted         700,730        686,127
Real estate held for sale (cost)       9,666          9,666
Deferred and prepaid expenses          1,647,164      1,588,229
Other assets       481,696        599,750
Notes receivable - related party       307,746        -

    Total     $    30,880,683     $    30,948,582

LIABILITIES AND PARTNERS' CAPITAL
 (DEFICIT):
Mortgage payable, including
 accrued interest  $27,242,799         $27,097,304
Accounts payable and other
 liabilities       1,684,818      1,788,170
Notes payable - related parties          775,636        849,987
Unamortized interest mortgage
 modification      2,340,784      2,355,572
Option deposits         4,500,000      4,500,000
Note payable        95,920        40,812
Partners' capital (deficit)       (5,759,274)         (5,683,263)
    Total     $    30,880,683     $    30,948,582

</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, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>

           1 9 9 8        1 9 9 7
         <C>       <C>
<S>
REVENUES:
Lease income  $    1,140,809 $    1,201,867
Interest and other      4,837          3,947

    Total Income   $    1,145,646 $    1,205,814

EXPENSES:
General and administrative   $    173,063   $    380,344
Interest      590,238        625,122
Depreciation and amortization          253,723        236,365
Taxes and insurance          119,041        99,202

    Total Expenses $    1,136,065 $    1,341,033

NET INCOME (LOSS)  $    9,581     $    (135,219)

</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, 1998 AND 1997
(UNAUDITED)




    
            1 9 9 8           1 9 9 7

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

Net Income (Loss)  $    (38,881)  $    (59,363)

Net Income (Loss) Per Partnership
 Unit    $      (0.01) $     (0.02)







































See notes to financial statements.







              Page 12
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
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 September 24, 1997,
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 21, 1998