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, 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 March 31, 1998

 Limited Partnership Units           3,118,303 Units





















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

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

FINANCIAL STATEMENTS AND SCHEDULES
NINE MONTHS ENDED MARCH 31, 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 -
    March 31, 1998 and June 30, 1997   2

    Condensed Statements of Operations -
    Three Months and Nine Months ended
    March 31, 1998 and 1997  3

    Condensed Statements of Cash Flows -
    Nine Months ended March 31, 1998
    and 1997  4

    Financial Data Schedule  5

    Notes to Condensed Financial Statements -
    March 31, 1998 and 1997  6

    Management's Discussion and Analysis of
    the Financial Condition and Results of
    Operations - March 31, 1998   7

    Condensed Financial Information for City
    Planned Communities and Unicom Partnership,
    Ltd., 50% and 49-1/2% owned Real Estate
    Partnerships, respectively - March 31,
    1998, 1997 and June 30, 1997                8-9

    Exhibit - Computation of Income (Loss) per
    partnership Unit - Nine months ended March
    31, 1998 and 1997   10

PART II  Other Information   11

    Signatures     12





    Page 2
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
CONDENSED BALANCE SHEETS
MARCH 31, 1998 AND JUNE 30, 1997
(UNAUDITED)


     MARCH           JUNE
    31, 1998      30, 1997   
     
Assets   
Cash     $     2,860    $    13,432
Real estate and construction in
 progress (not in excess of net
 realizable value)      12,000         12,000
Other assets       3,188          3,374

Total Assets  $     18,048   $    28,806

Liabilities and Partners' Capital
 (Deficit)

Liabilities:          
   Notes payable - related party  $    164,392   $    66,760
   Notes payable        402,072        427,117
   Accounts payable and other
    liabilities         97,523         100,613
   4% convertible subordinated
    debentures due 1989      2,482,078      2,433,265
   Partnership distributions payable        252,496        252,496

    $    3,398,561 $    3,280,251

Deficiency in real estate joint
 venture $    1,003,446 $    957,886

Partners' Deficit  $    (4,166,490)    $    (3,996,508)

Notes receivable - officers/partners   $    217,469)  $    (213,273)

         $    (4,383,959)    $    (4,209,331)

Total Liabilities and Partners'
 Capital (Deficit) $    18,048    $    28,806















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, 1998 AND 1997
(UNAUDITED)


          THREE MONTHS ENDED         NINE MONTHS ENDED
               MARCH 31,                 MARCH 31,
           1 9 9 8       1 9 9 7         1 9 9 8        1 9 9 7
REVENUES:

    Sale of real
   estate     $    -    $    -    $    -    $    242,500
    Less cost of
     sale          -         -         -         177,761

    Gross                                        
     Profit   $    -    $    -    $    -    $    64,739

    Partnership
     loss     $    (10,260)  $    (17,550)  $    (45,560)  $    (64,850)
    Other
     income        2,126          1,845          7,386          14,283

         $    (8,134)   $    (15,705)  $    (38,174)  $    (50,567)

    Total Net
     Revenues
     (Expenses)    $    (8,134)   $    (15,705)  $    (38,174)  $    14,172

COST AND
 EXPENSES:

    Selling,
     general
     and ad-
     ministra-
     tive     $    29,490    $    28,756    $    60,545    $    69,845
    Interest       21,662         24,399         71,713         74,451

         $    51,152    $    53,155    $    132,258   $    144,296

NET LOSS $    (59,286)  $    (68,860)  $    (170,432) $    (130,124)

NET(LOSS)IN-
 COME PER
 PARTNERSHIP
 UNIT         (0.01)        (0.02)           (0.05)       (0.04)
CASH DISTRIBU-
 TIONS 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, 1998 AND 1997
(UNAUDITED)

           1 9 9 8        1 9 9 7
CASH FLOW FROM OPERATING ACTIVITIES:
    Cash from sale of real estate $    -    $    242,500
    Cash received from other activities          48,828         5,301
    Cash paid for selling, general and
     administrative expenses      (63,449)       (229,106)
    Interest paid       (82,300)       -

   Net Cash (Used) Provided by
      Operating Activities   $    (96,921)  $    18,695

CASH FLOW FROM FINANCING ACTIVITIES:
    Mortgage and note payable - net    $    43,684    $    (20,327)
    Proceeds from notes receivable -
     related party - net          42,665         -

     Net Cash Provided (Used) by
    Financing Activities     $    86,349    $    (20,327)

NET DECREASE IN CASH AND
 CASH EQUIVALENTS  $    (10,572)  $    (1,632)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR      13,432         1,717

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD    $     2,860    $    85

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

    Net Loss  $    (170,432) $    (130,124)

CHANGES IN ASSETS AND LIABILTIIES:
    Decrease (Increase) in accounts
     receivable and other assets       $    186  $    (2,355)
    Increase in accrued interest
     receivable         (4,196)        (4,197)
    Decrease in equity in partnerships      45,560         64,850
    Decrease in cost of real estate         -         174,068
    Decrease in accounts payable
     and accrued expenses          (3,090)       (175,755)
    Increase in 4% convertible
     debentures interest          48,813         48,813
    Increase (Decrease) in notes payable    (68,729)       43,395
    Increase in note payable - CPC          54,967         -

     Total Adjustments  $    73,511    $    148,819

NET CASH (USED) PROVIDED BY
 OPERATING ACTIVITIES   $    (96,921)  $    18,695


See notes to financial statements.





              Page 5
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
FINANCIAL DATA SCHEDULE
QUARTER ENDED MARCH 31, 1998, DECEMBER 31, 1997 AND SEPTEMBER 30,
1997
(UNAUDITED)





         MARCH           DECEMBER      SEPTEMBER
EXHIBIT 27                 31, 1998      31, 1997     30, 1997

Cash     $    2,860     $    5,688     $    92,139
Receivables        3,188          3,421          2,481
Real Estate and Construc-
 tion in Progress       12,000         12,000         12,000
Total Assets       18,048         21,109         106,620
Notes Payable      566,464        521,293        580,778
Convertible Subordinated
 Debentures        2,482,078      2,465,807      2,449,536
Partners' Deficit       (4,166,490)         (4,107,204)         (4,055,421)
Total Liabilities and
 Partners' Deficit      18,048         21,109         106,620
Net Sales of Real Estate          -         -         -
Total Revenues          (8,134)        (9,407)        (20,633)
Cost of real estate sold          -         -         -
Total Cost and Expenses      51,152         42,376         38,730
Net Income (loss)       (59,286)       (51,783)       (59,363)
Loss Per Partnership
 Unit          (0.01)         (0.02)         (0.02)   
                        
         
    
























See notes to financial statements.




                        Page 6
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)




1.  The financial statement information for the nine months ended
March 31, 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
MARCH 31, 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 nine months ended March 31, 1998.

    As of March 31, 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 Newnel and the Company equally 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:

    1.00% to F. Trace, Inc., former general partner of Unicom
   49.50% to Newnel Partnership
    3.50% to certain individuals who made cash advances to Unicom
          on behalf of the Company
   46.00% to the Company
    
    In addition, CPC assigned 9.0% of any of its cash that
becomes available for distribution to certain individuals for
funds advanced by them to CPC.

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

RESULTS OF OPERATIONS

    Net loss for the nine months ended March 31, 1998, increased
31% over the net loss for the nine months ended March 31, 1997 as
a result of the sale of real estate, less the cost thereof,
during the prior period.  

SIGNIFICANT EVENT

    In August 1997, Unicom entered into a contract whereby the
intended purchaser will lease the property for a three-year
period at which time the purchaser can purchase the property or
cancel the option and forfeit their deposit.  In addition, Unicom
has agreed to sell approximately 4.2 acres of land to a new joint
venture consisting of the intended purchaser and certain partners
of Unicom(including the Company). (Form 8-K filed September 24,
1997.)








                        Page 8
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1998
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED BALANCE SHEETS
MARCH 31, 1998 AND JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>

           MARCH           JUNE
          31, 1998        30, 1997
<S>      <C>       <C>
ASSETS:
Property and equipment - net of
 depreciation $    27,184,611     $    27,726,462
Cash          881,802        905,163
Cash-restricted         692,663        694,909
Real estate held for sale (cost)       9,666          9,666
Deferred and prepaid expenses          1,486,072      1,349,420
Other assets       158,462        320,447
Notes receivable - related party       -         -

    Total     $    30,413,276     $    31,006,067

LIABILITIES AND PARTNERS' CAPITAL
 (DEFICIT):
Mortgage payable, including
 accrued interest  $    27,346,875     $    27,496,637
Accounts payable and other
 liabilities       1,260,136      1,099,108
Notes payable - related parties          857,707      3,756,454
Unamortized interest mortgage
 modification      2,353,959      2,397,258
Option deposits, including accrued
 interest          4,666,500      -
Note payable       131,590        72,753
Partners' capital (deficit)       (6,203,491)         (3,816,143)
    Total     $    30,413,276     $    31,006,067

</TABLE>

















See notes to financial statements.







                        Page 9
CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
MARCH 31, 1998
CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
CONDENSED COMBINED PROFIT AND LOSS INFORMATION
THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(CONTINUED)
(UNAUDITED)





<TABLE>
<CAPTION>
         THREE MONTHS ENDED          NINE MONTHS ENDED
              MARCH 31,                 MARCH 31,
           1 9 9 8        1 9 9 7   1 9 9 8        1 9 9 7
<S>      <C>       <C>       <C>       <C>
REVENUES:
Rental   $    -    $    2,634,324 $    -    $    7,804,035
Interest and
 other        3,722          18,799         12,317         57,755
Lease income       1,251,450              -      3,399,945      -
  Total  $    1,255,172 $    2,653,123 $    3,412,262 $    7,861,790

EXPENSES:
General and
 administra-
 tive    $    15,993    $    1,419,577 $    553,025   $    4,501,401
Interest      765,543        616,060        2,160,695      1,859,984
Depreciation
 and amortiza-
 tion         206,365        228,400        619,095        685,200
Taxes and
 insurance          92,699        203,095        333,232        638,369
         $    1,080,600 $    2,467,132 $    3,666,047 $    7,684,954

NET PROFIT
 (LOSS)  $    174,572   $    185,991   $    (253,785) $    176,836

</TABLE>















See notes to financial statements.






         
              Page 10
ALL-STATE PROPERTIES L.P.
(A LIMITED PARTNERSHIP)
EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
NINE MONTHS ENDED MARCH 31, 1998 AND 1997 
(UNAUDITED)




    
            1 9 9 8           1 9 9 7

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

Net Income (Loss)  $    (170,432) $    (130,124)

Net Income (Loss) Per Partnership
 Unit    $      (0.05) $     (0.04)










































See notes to financial statements.




              Page 11
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 12




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: May 27, 1998