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, 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.)


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, 1997

 Limited Partnership Units              3,118,065 Units




















                    ALL-STATE PROPERTIES L.P.
                     (A LIMITED PARTNERSHIP)
                               
                   * * * * * * * * * * * * * *
                               
               FINANCIAL STATEMENTS AND SCHEDULES
              THREE MONTHS ENDED SEPTEMBER 30, 1997
                               
                               
                               
                               
                               
                               
                               
                                                       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, 1997 and June 30, 1997          2

           Condensed Statements of Operations -
           Three Months ended September 30, 1997
           and 1996                                      3

           Condensed Statements of Cash Flows -
           Three Months ended September 30, 1997
           and 1996                                      4

           Financial Data Schedule                       5

           Notes to Condensed Financial Statements -
           September 30, 1997 and 1996                   6

           Management's Discussion and Analysis of
           the Financial Condition and Results of
           Operations - September 30, 1997               7

           Condensed Financial Information for City
           Planned Communities and Unicom Partnership,
           Ltd., 50% and 49-1/2% owned Real Estate
           Partnerships, respectively - September 30,
           1997, 1996 and June 30, 1997                  8

           Exhibit - Computation of Loss per Partner-
           ship Unit - three months ended September 30,
           1997 and 1996                                 9

PART II    Other Information                            10

           Signatures                                   11





                                                    Page 2
                    ALL-STATE PROPERTIES L.P.
                     (A LIMITED PARTNERSHIP)
                    CONDENSED BALANCE SHEETS
              SEPTEMBER 30, 1997 AND JUNE 30, 1997
                           (UNAUDITED)
                               
                               
                                        SEPTEMBER      JUNE
                                           30TH        30TH
Assets                                   1 9 9 7      1 9 9 7

Cash                                 $    92,139   $   13,432
Real estate and construction in
 progress (not in excess of net
 realizable value)                        12,000       12,000
Other assets                               2,481        3,374

Total Assets                         $   106,620  $    28,806

Liabilities and Partners' Capital
 (Deficit)

Liabilities:
   Notes payable - related party     $   149,296  $    66,760
   Notes payable                         431,482      427,117
   Accounts payable and other
    liabilities                          112,417      100,613
   4% convertible subordinated
    debentures due 1989                2,449,536    2,433,265
   Partnership distributions payable     252,496      252,496

                                     $ 3,395,227  $ 3,280,251

Deficiency in real estate joint
 venture                             $   981,486  $   957,886

Partners' Deficit                    $(4,055,421) $(3,996,058)

Notes receivable - officers/partners   (214,672)    (213,273)

                                     $(4,270,093) $(4,209,331)

Total Liabilities and Partners'
 Capital (Deficit)                   $   106,620  $    28,806
















               See notes to financial statements.
                               
                               
                               
                               
                                                  Page 3
                    ALL-STATE PROPERTIES L.P.
                     (A LIMITED PARTNERSHIP)
               CONDENSED STATEMENTS OF OPERATIONS
         THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                            UNAUDITED
                               
                               
                               
                               
                               
                                        1 9 9 7      1 9 9 6
REVENUES:

   Sale of real estate               $         -  $   175,000
   Loss from real estate partner-
    ship                                (23,600)     (24,000)
   Other                                   2,967        6,205

                                     $  (20,633)  $   157,205

COST AND EXPENSES:

   Cost of real estate sold          $         -  $   108,419
   Selling, general and
    administrative                        14,359       16,076
   Interest                               24,371       25,205

                                     $    38,730  $   149,700

Net Income (Loss)                    $  (59,363)  $     7,505

INCOME (LOSS) PER PARTNERSHIP UNIT
 OUTSTANDING                                0.02            0.00

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, 1997 AND 1996
                           (UNAUDITED)
                               
                                       1 9 9 7      1 9 9 6
CASH FLOW FROM OPERATING ACTIVITIES:
 Interest income - collected         $    47,777  $         -
 Cash from sale of real estate                 -      175,000
 Cash received principally from
  rental activities                            -        1,990
 Cash paid for selling, general and
  administrative expenses                (1,662)    (176,824)
 Cash paid for cost of sales                   -      (1,660)
 Cash paid - interest                      (664)            -

    Net Cash Provided (Consumed) by
     Operating Activities            $    45,451  $   (1,494)

CASH FLOW FROM FINANCING ACTIVITIES:
 Cash from borrowing                 $    33,256  $     8,200

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                    $    78,707  $     6,706

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

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                           $    92,139  $     8,423

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

 Net Income (Loss)                   $  (59,363)  $     7,505

ADJUSTMENTS TO RECONCILE NET INCOME
 (LOSS)TO NET CASH PROVIDED(CONSUMED)
 BY OPERATING ACTIVITIES:

 Loss of real estate partnerships    $    23,600  $    24,000
 Changes in Assets and Liabilities:
   Increase in accrued interest
    payable                               20,636       25,203
   (Increase) in accrued interest
    receivable                            47,881      (3,005)
   (Decrease) increase in accounts
    payable                               11,800    (162,981)
   Decrease (increase) in other assets       897      (2,407)
   Increase (decrease) in accounts
    receivable                                 -      (1,210)
   Decrease in cost of real estate             -      111,401

       Total adjustments             $   104,814  $   (8,999)

NET CASH PROVIDED (CONSUMED) BY
 OPERATING ACTIVITIES                $    45,451  $   (1,494)
                               
               See notes to financial statements.
                               
                               
                               
                               
                                                  Page 5
                    ALL-STATE PROPERTIES L.P.
                     (A LIMITED PARTNERSHIP)
                     FINANCIAL DATA SCHEDULE
              THREE MONTHS ENDED SEPTEMBER 30, 1997
                           (UNAUDITED)
                               
                               
                               
                               
                                

EXHIBIT 27

Cash                                              $    92,139
Receivables                                             2,481
Real Estate and Construction in Progress               12,000
Total Assets                                          106,620
Notes Payable                                         580,778
Convertible Subordinated Debentures                 2,449,536
Partners' Deficit                                 (4,055,421)
Total Liabilities and Partners' Deficit               106,620
Net Sales of Real Estate                                    -
Total Revenues                                       (20,633)
Cost of real estate sold                                    -
Total Cost and Expenses                                38,730
Net Income(loss)                                      (59,363)
Income Per Partnership Unit                             (0.02)

































               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, 1997 AND 1996
                           (UNAUDITED)
                               
                               
                               
                               
1. The  financial  statement information  for  the  three  months
   ended  September 30, 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  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 7
                    ALL-STATE PROPERTIES L.P.
                     (A LIMITED PARTNERSHIP)
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                       SEPTEMBER 30, 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
three months ended September 30, 1997.

    As  of  September 30, 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  any  cash
that becomes available for distribution up to $13,351,210 will be
distributed  to  the  partners 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 the 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

  100.00%

   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 three months ended September 30,  1997,  as
opposed  to  the net income for the three months ended  September
30, 1996 is as a result of the sale of real estate, less the cost
thereof,  during the prior period.  The results would  have  been
identical except for the sale.

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  partners  of
Unicom.  (Form 8-K filed September 24, 1997.)




                                                       Page 8
  CONDENSED FINANCIAL INFORMATION FOR REAL ESTATE PARTNERSHIPS
                       SEPTEMBER 30, 1997
       CITY PLANNED COMMUNITIES & UNICOM PARTNERSHIP, LTD.
                               
                CONDENSED COMBINED BALANCE SHEETS
              SEPTEMBER 30, 1997 AND JUNE 30, 1997
<TABLE>
<CAPTION>
                                      SEPTEMBER         JUNE
                                      30, 1997        30, 1997
<S>                                          <C>          <C>
ASSETS:
Property and equipment - net of
 depreciation                        $27,574,246  $27,726,462
Cash                                     886,960      905,163
Cash-restricted                          686,343      694,909
Real estate held for sale (cost)           9,666        9,666
Deferred and prepaid expenses          1,734,795    1,349,420
Other assets                             127,408      320,447
Notes receivable - related party         191,088            -
   Total                             $31,210,506  $31,006,067

LIABILITIES AND PARTNERS' CAPITAL:
Mortgage payable, including
 accrued interest                    $27,446,884  $27,496,637
Accounts payable and other
 liabilities                           1,422,884    1,099,108
Notes payable - related parties        1,328,942    3,756,454
Unamortized interest mortgage
 modification                          2,382,760    2,397,258
Other deposits                         4,500,000            -
Note payable                             107,354       72,753
Partners' capital (deficit)          (5,978,318)  (3,816,143)
   Total                             $31,210,506  $31,006,067

</TABLE>

         CONDENSED COMBINED PROFIT AND LOSS INFORMATION
         THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                           (UNAUDITED)
<TABLE>
<CAPTION>
                                       1 9 9 7      1 9 9 6
<S>                                          <C>          <C>
REVENUES:
Lease income                         $ 1,201,867  $         -
Rental                                         -    2,566,807
Interest and other                         3,947       17,814
   Total income                      $ 1,205,814  $ 2,584,621

EXPENSES:
General and administrative           $   380,344  $ 1,555,384
Interest                                 625,122      624,567
Depreciation and amortization            236,365      228,400
Taxes and insurance                       99,202      200,736
   Total expenses                    $ 1,341,033  $ 2,609,087

NET LOSS                             $ (135,219)  $  (24,466)

</TABLE>
               See notes to financial statements.
                               
                               
                               
                               
                                                  Page 9
                    ALL-STATE PROPERTIES L.P.
                     (A LIMITED PARTNERSHIP)
   EXHIBIT - COMPUTATION OF INCOME (LOSS) PER PARTNERSHIP UNIT
         THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                           (UNAUDITED)
                               
                               
                               
                                

                                        1 9 9 7      1 9 9 6

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

Net Income (Loss)                   $   (59,363)  $     7,505

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










































               See notes to financial statements.
                               
                               
                               
                               
                                                 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
             September 24, 1997, 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 ROSENTHAL
                                            General Partner


Dated: November 21, 1997