SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended September 30, 1996     Commission File Number 0-17678



                   SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)



          Delaware                                  04-2973618
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


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

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            SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION
ITEM I
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------

                                                                          Three Months Ended                 Nine Months Ended
                                                                            September  30,                      September 30,
                                                                         1996              1995             1996              1995
------------------------------------------------------------------------------------------------------------------------------------
REVENUES:
<S>                                                               <C>                 <C>                <C>             <C>       
         Rooms                                                    $        -          $       -          $       -       $        -
         Food and beverage                                                 -                  -                  -                -
         Marina                                                            -                  -                  -                -
         Telephone and parking                                             -                  -                  -                -
         Gift Shop                                                         -                  -                  -                -
         Other                                                                                -                  -                -
         Interest income                                                   -                  -                  -                -

                Total revenues                                             -                  -                  -                -

OPERATING EXPENSES:
         Rooms                                                             -                  -                  -                -
         Food and beverage                                                 -                  -                  -                -
         Marina                                                            -                  -                  -               -
         Telephone and parking                                             -                  -                  -               -
         Gift shop                                                         -                  -                  -               -
         General & administrative                                          -                  -                  -               -
         Sales and marketing                                               -                  -                  -               -
         Real estate taxes                                                 -                  -                  -               -
         Utilities                                                         -                  -                  -               -
         Repairs & maintenance                                             -                  -                  -               -
         Management fees                                                   -                  -                  -               -
         Other                                                                                -                  -                -
         Depreciation & amortization                                       -                  -                  -                -

                Total operating expenses                                   -                  -                  -                -

Operating income (loss) before interest
         expense and minority interest                                     -                  -                  -                -

 Interest expense                                                          -                  -                  -                -
         Income (loss) before minority interest                            -                  -                  -                -
Minority interest share of Operating
         Partnership's (income) loss                                       -                  -                  -                -

                Net income (loss)                                $         -        $         -         $        -      $        -

Net income (loss) allocated to General
         Partners                                                $         -        $         -         $        -       $        -

Net income (loss) allocated to Investor
         Limited Partners                                        $         -        $         -         $        -       $        -

Net income (loss) per Unit of Investor
         Limited Partnership Interest                            $         -        $         -         $        -       $        -

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.  

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            SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS
(NOTE 1)

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------

                                                                               September 30,             December 31,
                                                                                  1996                        1995
                                                                                (Unaudited)                (Audited)
------------------------------------------------------------------------------------------------------------------------------------



<S>                                                                       <C>                          <C>           
Total Assets                                                              $            -               $            -


Total Liabilities                                                         $            -               $            -


Partners' Capital:

 InvestorLimited Partners,  835 units authorized,  759.5 units outstanding as of
         September 30, 1996 and as of
         December 31, 1995                                                             -                           -
 General Partners                                                                      -                           -
          Total partners capital                                                       -                           -


Total liabilities and partners capital                                  $             -               $            -

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements. 

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            SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED) (NOTE 1)
<TABLE>

------------------------------------------------------------------------------------------------------------------------------------


                                                                                         Nine Months Ended
                                                                                          September 30,
                                                                                      1996              1995
------------------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities:

<S>                                                                                <C>            <C>       
Net Loss:                                                                          $        -     $        -
Minority Interest in Operating Partnerships                                                 -              -
     Adjustments to reconcile net loss to net
         cash used by operating activities:                                                 -              -
     Depreciation and amortization                                                          -               -
     Changes in assets and liabilities:
     Increase in accrued interest payable,
         accounts payable and other                                                         -                -
     Increase in accounts receivable, prepaid
         expenses and other                                                                 -                -

Net cash provided by operating
     activities                                                                             -                -

Cash flows from investing activities:

     Improvements to land and buildings                                                     -                -

Net cash used in investing activities:                                                      -                -

Cash flows from financing activities:

     Increase in fees payable to related parties                                            -                -

Net cash provided by financing
     activities                                                                             -                -

Net increase in cash and cash equivalents                                                   -                -

Cash, beginning of period                                                         $         -       $        -

Cash, end of period                                                               $         -       $        -
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



            SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED) (NOTE 1)
<TABLE>

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                                                                            Investor
FOR THE NINE MONTHS ENDED                                                    Limited          General
SEPTEMBER 30, 1996 AND 1995                                 Units           Partners         Partners            Total
------------------------------------------------------------------------------------------------------------------------------------


Balance,
<S>                                                         <C>         <C>               <C>             <C>        
 September 30, 1996                                         759.5       $         -       $         -     $         -


Balance,
 September 30, 1995                                           767       $         -       $         -     $          -

</TABLE>





The  accompanying  notes are an integral  part of these  consolidated  financial
statements. 


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                    SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP



         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         SEPTEMBER 30, 1996


         ACCOUNTING AND FINANCIAL REPORTING POLICIES

              The  condensed  financial  statements  included  herein  have been
         prepared by the  Registrant,  without audit,  pursuant to the rules and
         regulations of the Securities and Exchange commission. The Registrant's
         accounting  and financial  reporting  policies are in  conformity  with
         generally accepted accounting principles and include all adjustments in
         interim  periods  considered  necessary for a fair  presentation of the
         results of operations.  Certain  information  and footnote  disclosures
         normally included in financial  statements  prepared in accordance with
         generally accepted accounting principles have been condensed or omitted
         pursuant  to such rules and  regulations.  It is  suggested  that these
         condensed  financial   statements  be  read  in  conjunction  with  the
         financial statements and the notes thereto included in the Registrant's
         latest annual report on Form 10-K.


         TAXABLE LOSS

              The  Partnership's  taxable  loss for 1996 is  expected to be zero
         which is the same for financial reporting purposes.





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ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS
         OR PLAN OF OPERATION

              The  Partnership  currently has no cash or cash  equivalents.  The
         Partnership's  sole source of revenue is  distributions  from Sixty-Six
         Inc. ("66 Inc."), a Delaware corporation,  in which the Partnership has
         a 100% equity  interest.  66 Inc.  has not made a  distribution  to the
         Partnership  during the past two fiscal years or during the first three
         quarters of fiscal 1996; nor are any distributions  expected to be made
         in the near future,  or possibly ever.  Accordingly,  limited  partners
         will not receive a return on their investment in the Partnership.

              The  Partnership's  only asset is its 100%  interest in 66 Inc. 66
         Inc.  holds a 13.35%  Class B Limited  Partnership  interest in 2301 SE
         17th St., Ltd. ("2301 Ltd."), a Florida limited  partnership,  which in
         turn  owns  the  Pier  66  Hotel  Resort  and  Marina  located  in Fort
         Lauderdale,  Florida (the "Property").  Pursuant to an order confirming
         the Joint Plan of  Reorganization,  as Modified (the "Modified  Plan"),
         issued on June 16, 1993,  with respect to the bankruptcy  filing by the
         prior owners of the Property,  the only  circumstances  under which the
         Partnership will receive a distribution  from 2301 Ltd. would be upon a
         sale or  refinancing  of the  Property.  If the  Property  were sold or
         refinanced,  the  Partnership,  through its ownership of 66 Inc., would
         have a  subordinated  interest in 13.35% of the net sale or refinancing
         proceeds available to 2301 Ltd. after (i) the discharge of all debts of
         the  resort  (including  the  mortgage  indebtedness   encumbering  the
         Property),  and (ii) a distribution  to all other partners of 2301 Ltd.
         equal to the sum of (a) their  invested  capital,  plus (b) a return on
         such investment equal to a 20% compounded,  pre-tax, annual return from
         the  date  of  investment  (less  any  previous  distribution  payments
         received).  There are, to the knowledge of the Partnership,  no current
         plans to sell or refinance the Property.

              Based on what the Partnership  believes to be the present value of
         the Property after satisfaction of the current debt on the Property, 66
         Inc. would not be entitled to receive any distributions  from 2301 Ltd.
         Accordingly,  the  value  of the  Class  B  Interest  in 2301  Ltd.  is
         estimated to be $0.

              Although  the general  partner of the  Partnership  (the  "General
         Partner")  has no  obligation  to do so, it has,  since January 1, 1994
         paid all operating expenses of the Partnership.  If the General Partner
         were  to  stop  funding  the  Partnership's   operating  expenses,  the
         Partnership would not have any assets with which to pay its operational
         expenses.





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         PART II.          OTHER INFORMATION

         Item 6.           Exhibits and Reports of Form 8-K.

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.

                  Reports  on Form 8-K:  No report on Form 8-K was filed  during
this period.



                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                    SIXTY-SIX ASSOCIATES LIMITED PARTNERSHIP

                      By: THREE WINTHROP PROPERTIES, INC.,
                              Its General Partner:


                      By: /s/ Michael L. Ashner
                              Michael L. Ashner
                              Chief Executive Officer



                      By: /s/ Edward V. Williams
                              Edward V. Williams
                              Chief Financial Officer



DATED: November 14, 1996




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