UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q

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

              For the Period Ended:  September 30, 1995

                 Commission File Number 01-16532

         EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
 (Exact name of registrant as specified in its governing instruments)

         Delaware                            13-3486106
(State or other jurisdiction      (IRS Employer Identification No.)
of incorporation or organization)

                     1345 Avenue of the Americas
                      New York, New York  10105
       (Address of principal executive offices and zip code)

  Registrant's telephone number, including area code:(212) 969-1000

     Securities registered pursuant to Section 12(b) of the Act:

Title of each class             Name of each exchange on which registered
       None                                  Not Applicable

     Securities registered pursuant to Section 12(g) of the Act
              Units of Limited Partnership Interest
                        (Title of class)

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 .

Selected  information  from the Prospectus,  dated July 15, 1988, and filed with
the Securities and Exchange Commission on July 19, 1988 (File No. 33-20093),  is
incorporated  by reference into Parts I, II and III of this Quarterly  Report on
Form 10-Q.





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         EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.

                        TABLE OF CONTENTS

                 PART I - FINANCIAL INFORMATION

                                                           Page
Item 1.  Financial Statements

Statements of Assets, Liabilities and Partners'
  Capital as of September 30, 1995 and December 31, 1994     3

Statements of Operations - For the Three and Nine
  Months Ended September 30, 1995 and 1994                   4

Statements of Changes in Net Assets - For the Nine
  Months Ended September 30, 1995 and 1994                   5

Statements of Cash Flows - For the Nine Months Ended
  September 30, 1995 and 1994                                6

Statement of Changes in Partners' Capital -
  For the Nine Months Ended September 30, 1995               7

Schedule of Portfolio Investments - September 30, 1995       8

Supplemental Schedule of Realized Gains and Losses
  For the Nine Months Ended September 30, 1995              14

Notes to Financial Statements                               15


Item 2.  Management's Discussion and Analysis of
  Financial Condition and Results of Operations             24


                PART II - OTHER INFORMATION

Item 6.  Exhibits                                           30





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<CAPTION>
                EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
              STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL


                                                        September
                                                        30, 1995      December 31,
                                            Notes      (Unaudited)       1994
<S>                                          <C>          <C>             <C>
ASSETS:

Investments                               2,10,12
 Enhanced Yield Investments at Value-
  Managed Companies
  (amortized cost of $91,268,556 at
  September 30, 1995 and $93,252,115 at
  December 31, 1994)                                  $ 69,382,195   $ 83,511,586
  Non-Managed Companies
  (amortized cost of $3,089,424 at
  September 30, 1995 and $3,534,916 at
  December 31, 1994)                                     3,240,260      4,891,456
 Temporary Investments
  (at amortized cost)                                   12,967,463     23,524,901
Cash                                                        23,900         85,291
Interest Receivable                          2,12        2,000,235      2,238,868
Note Receivable                               3,4        1,268,197      1,410,450
Prepaid Expenses                                             3,477              -

TOTAL ASSETS                                          $ 88,885,727   $115,662,552

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities
  Professional Fees Payable                     9     $     17,388  $      24,161
  Independent General Partners'
    Fees Payable                                8           11,500          9,566
  Fund Administrative Expenses Payable          7           17,522         40,168
  Other Accrued Liabilities                                  6,991         10,327
    Total Liabilities                                       53,401         84,222

Partners' Capital
  Managing General Partner                    3,4        1,034,337      1,288,272
  Limited Partners (221,072 Units)              4       87,797,989    114,290,058
    Total Partners' Capital                             88,832,326    115,578,330

TOTAL LIABILITIES AND PARTNERS' CAPITAL               $ 88,885,727   $115,662,552


</TABLE>

                 See the Accompanying Notes to Financial Statements.







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<CAPTION>
                            EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                      STATEMENTS OF OPERATIONS
                                             (UNAUDITED)


                                                           For the Three Months Ended    For the Nine Months Ended
                                                           September       September     September     September
                                                           30, 1995        30, 1994       30, 1995      30, 1994
<S>                                                           <C>              <C>          <C>           <C>
INVESTMENT INCOME - NOTES 2,12:
Interest                                                   $ 1,855,528    $ 1,572,865    $ 5,677,183  $ 5,783,729
Discount                                                         6,778        190,866         19,592      611,274
  TOTAL INVESTMENT INCOME                                    1,862,306      1,763,731      5,696,775    6,395,003

EXPENSES:
Investment Advisory Fee - Note 6                               247,041        308,691        795,572      975,017
Fund Administration Fees and Expenses - Note 7                 184,540        221,614        637,269      905,812
Independent General Partners' Fees and Expenses - Note 8        37,100         34,151        124,664      126,979
Professional Fees - Note 9                                       7,748         38,723         25,281      146,956
Valuation Expenses                                               2,700          4,000          6,381       15,672
Insurance Fees                                                       -            702              -        2,755
  TOTAL EXPENSES                                               479,129        607,881      1,589,167    2,173,191

NET INVESTMENT INCOME                                        1,383,177      1,155,850      4,107,608    4,221,812

NET CHANGE IN UNREALIZED DEPRECIATION
  ON INVESTMENTS - Note 12                                  (8,885,165)    (1,670,150)   (13,351,536) (13,566,947)

NET REALIZED GAINS ON INVESTMENTS- Note 10                   2,261,832      2,653,331      2,302,586    6,325,884

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                                $(5,240,156)   $ 2,139,031    $(6,941,342) $(3,019,251)


            See the Accompanying Notes to Financial Statements.

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<CAPTION>
           EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                 STATEMENTS OF CHANGES IN NET ASSETS
                             (UNAUDITED)


                                                For the Nine Months Ended
                                             September 30,    September 30,
FROM OPERATIONS:                                1995              1994
<S>                                              <C>              <C>

Net Investment Income                        $  4,107,608     $  4,221,812

Net Change in Unrealized Depreciation
  on Investments                              (13,351,536)     (13,566,947)

Net Realized Gains on Investments               2,302,586        6,325,884

Net Decrease in Net Assets Resulting
  from Operations                              (6,941,342)      (3,019,251)

Cash Distributions to Partners                (19,662,409)     (23,235,407)

Reduction in Managing General Partners'
  Contribution                                   (142,253)        (126,197)

Total Decrease                                (26,746,004)     (26,380,855)

NET ASSETS:

Beginning of Period                           115,578,330      145,821,277

End of Period                                $ 88,832,326     $119,440,422



       See the Accompanying Notes to Financial Statements.

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<CAPTION>
                  EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                             STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                          For the Nine Months Ended
                                                       September 30,    September 30,
                                                           1995             1994
<S>                                                         <C>              <C>
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES:
 Interest and Discount Income                          $  5,200,443     $  7,200,669
 Fund Administration Fees and Expenses                     (659,915)        (872,432)
 Investment Advisory Fee                                   (795,572)        (975,017)
 Independent General Partners' Fees and Expenses           (122,731)        (126,412)
 Valuation Expenses                                          (9,717)         (15,472)
 Sale of Temporary Investments, Net                      11,132,486        5,728,307
 Proceeds from Sales and Principal Payments
  of Enhanced Yield Investments                           4,891,556       12,557,431
 Professional Fees                                          (32,055)        (132,230)
 Insurance Fees                                              (3,477)          (4,140)
 General Partner Distribution Payable                             -          (47,582)
    Net Cash Provided by Operating Activities            19,601,018       23,313,122
CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash Distributions to Partners                         (19,662,409)     (23,235,407)
    Net Cash Used in Financing Activities               (19,662,409)     (23,235,407)
Net Increase (Decrease) in Cash                             (61,391)          77,715
Cash at the Beginning of the Period                          85,291           68,254
Cash at the End of the Period                          $     23,900     $    145,969

              RECONCILIATION OF NET DECREASE IN NET ASSETS RESULTING FROM
               OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES

 Net Decrease in Net Assets Resulting From Operations  $ (6,941,342)    $ (3,019,251)

 Adjustments to Reconcile Net Decrease in Net Assets
  Resulting from Operations to Net Cash Provided by
  Operating Activities:
 Decrease in Investments                                 13,721,454       17,160,009
 (Increase) Decrease in Accrued Interest
  and Discount Receivables                                 (496,332)         805,665
 Increase in Receivable for Investments Sold                      -       (5,200,154)
 Decrease in Other Accrued Liabilities                       (3,336)         (51,520)
 Increase (Decrease) in Fund Administration
   Expenses Payable                                         (22,646)          33,380
 (Increase) Decrease in Prepaid Expenses                     (3,477)           2,755
 Net Change in Unrealized Depreciation on Investments    13,351,536       13,566,947
 Increase in Independent General Partners' Fees Payable       1,934              566
 Increase (Decrease) in Professional Fees Payable            (6,773)          14,725
    Total Adjustments                                    26,542,360       26,332,373
Net Cash Provided by Operating Activities              $ 19,601,018      $23,313,122


               See the Accompanying Notes to Financial Statements.
</TABLE>



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<TABLE>
<CAPTION>
                        EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                           STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                          (UNAUDITED)

                                                       Managing
                                                        General        Limited
                                               Notes    Partner        Partners       Total
<S>                                           <C>     <C>          <C>           <C>                

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995

Partners' Capital at January 1, 1995                   $1,288,272   $114,290,058  $115,578,330
Cash Distributions to Partners                            (42,269)   (19,620,140)  (19,662,409)
Reduction in Managing General Partner's
  Contribution                                   3       (142,253)             -      (142,253)
Allocation of Net Investment Income             11         41,076      4,066,532     4,107,608
Allocation of Net Unrealized Depreciation
  on Investments                                12       (133,515)   (13,218,021)  (13,351,536)
Allocation of Net Realized Gains
  on Investments                                           23,026      2,279,560     2,302,586
Partners' Capital at September 30, 1995                $1,034,337   $ 87,797,989  $ 88,832,326



               See the Accompanying Notes to Financial Statements.
</TABLE>





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<TABLE>
<CAPTION>
                                       EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                             SCHEDULE OF PORTFOLIO INVESTMENTS
                                              SEPTEMBER 30, 1995  (UNAUDITED)

  Principal                                                                                                                % Of
   Amount/                                                             Investment  Investment   Amortized       Value      Total
   Shares         Investment                                             Date        Cost         Cost        (Note 2)   Investments
<S>                <C>                                                       <C>         <C>         <C>            <C>         <C>
                  ENHANCED YIELD INVESTMENTS
                  MANAGED COMPANIES

                  AMERICAN PAPER GROUP, LTD.
$ 595,683         American Paper Group, Ltd., Sub. Nts. 5% due 12/31/00*  01/18/94  $   404,111   $  437,798    $  437,798
996 Shares        American Paper Holdings Inc., Common Stock**            01/18/94       67,469       67,469        67,469
                                                                                        471,580      505,267       505,267      0.59
                  AMPEX RECORDING MEDIA CORP.
                    (Formerly 319 Holdings, Inc.)
$7,590,000        Ampex Recording Media Corp., Sr. Sub. Nt. Series A
                     14% due 07/31/99*(b)                                 12/31/90    5,541,261    5,775,086     1,897,500
$2,640,000        Ampex Recording Media Corp., Sr. Sub. Nt. Series B
                    14% due 07/31/99*(b)                                  06/28/91    1,939,711    2,004,927       660,000
$1,111,480        Ampex Recording Media Corp., Sr. Sub. Nt. Series A
                    18.4% due 07/31/99*(b)(c)                             01/31/93      531,300      531,300       122,263
$  386,602        Ampex Recording Media Corp., Sr. Sub. Nt. Series B
                    18.4% due 07/31/99*(b)(c)                             01/31/93      184,800      184,800        42,527
11.583 Warrants   Ampex Recording Media Corp., Class B Common Stock       12/31/90 &
                    Purchase Warrants**(e)                                06/28/91      287,892      287,892        80,500
                                                                                      8,484,964    8,784,005     2,802,790      3.27
                  LEXMARK HOLDING, INC.
$24,103,269       Lexmark International, Inc., Sr. Sub. Nts. 14.25%
                    due 03/31/01*                                         03/27/91   24,103,269   24,103,269    24,103,269
93,534.07 Shares  Lexmark Holding, Inc., Class B Common Stock**           03/27/91    9,353,407    9,353,407    12,627,099
                                                                                     33,456,676   33,456,676    36,730,368     42.91
                  PERGAMENT HOME CENTERS, INC. - Note 12
$2,543,200        Pergament Acq. Corp., Home Centers, Inc. Floating Rate
                    Demand Note due 07/31/00*                             10/18/91    2,543,200    2,543,200     2,543,200
299.2 Shares      Pergament Holding, Corp., Common Stock Class B**        02/28/89    6,732,000    6,732,000     1,683,000
109.2571 Shares   Pergament Holding, Corp., Common Stock Class C**        02/28/89            0            0             0
                                                                                      9,275,200    9,275,200     4,226,200      4.94
                  RI HOLDINGS, INC. - Notes 10,12
$11,123,914       RI Holdings, Inc., Sr. Sub. Nts. 16% due
                    08/31/01*(a)(b)                                       04/25/94    5,826,150    5,826,150     4,660,920
150,191 Shares    RI Holdings, Inc., Common Stock**                       09/01/89    1,501,910    1,501,910             0
104,211.03 Shares RI Holdings, Inc., Common Stock**                       Various         1,044        1,044             0
22,687.5 Shares   RI Holdings, Inc., Common Stock**                       04/25/94          227          227             0
92,045.09 Shares  RI Holdings, Inc., Common Stock**                       05/09/95          920          920             0
                                                                                      7,330,251    7,330,251     4,660,920      5.45

                                      See the Accompanying Notes to Financial Statements.

</TABLE>





 <PAGE>
<TABLE>
<CAPTION>
                                      EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                             SCHEDULE OF PORTFOLIO INVESTMENTS
                                              SEPTEMBER 30, 1995  (UNAUDITED)
                                                         (CONTINUED)
  Principal                                                                                                                 % Of
   Amount/                                                              Investment  Investment   Amortized       Value      Total
   Shares       Investment                                                Date        Cost         Cost        (Note 2)  Investments
    <S>           <C>                                                      <C>         <C>         <C>            <C>         <C>
                  TULIP HOLDING CORPORATION - Note 12
$ 4,394,288       Tulip Holding Corp., Sub. Nt.14.5% due
                    12/29/97*(a)(b)                                     12/29/89   $ 4,378,513  $ 4,387,394  $   219,714
$   222,161       Tulip Holding Corp., Sub. Nt.16.5% due
                    06/30/94*(a)(b)(c)                                  12/31/91       222,161      222,161            0
$   716,680       Tulip Holding Corp., Sub. Nt.16.5% due
                    06/30/94*(a)(b)(c)                                  12/31/92       716,680      716,680            0
$   323,462       Tulip Holding Corp., Sub. Nt.16.5% due
                    06/30/94*(a)(b)(c)                                  12/31/93       323,462      323,462            0
1,464.763 Shares  Tulip Holding Corp., Series A Exchangeable
                    Pref.Stock 15%*(b)                                  12/29/89     1,464,763    1,464,763            0
78,872 Warrants   Tulip Holding Corp., Common Stock Purchase Warrants** 12/29/89        15,774       15,774            0
                                                                                     7,121,353    7,130,234      219,714      0.26
                  UNITED STATES LEATHER HOLDINGS, INC. - Note 12
$14,616,000       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 01/31/04*                                       08/06/93    14,515,886   14,526,875   14,526,875
$    36,251       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    11/30/93        36,251       36,251            0
$   439,565       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    02/28/94       439,565      439,565            0
$   414,946       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    11/30/94       414,946      414,946            0
$   571,130       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    02/28/95       571,130      571,130            0
$   250,334       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    05/31/95       250,334      250,334            0
$   402,926       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    08/31/95       402,926      402,926            0
2,761.11 Shares   U.S. Leather Holdings, Inc., Sr. Sub. Pref. Stock
                    8% redeemable 03/31/01*(a)                          08/06/93     2,024,000    2,024,000            0
150,231 Shares    U.S. Leather Holdings, Inc., Jr. Sub. Pref.
                    Stock*(a)                                           08/06/93             0            0            0
150,231 Warrants  U.S. Leather Holdings, Inc., Non-Voting Common
                    Stock Purchase Warrants**                           08/06/93       186,918      186,918            0
                                                                                    18,841,956   18,852,945   14,526,875    16.97

                                      See the Accompanying Notes to Financial Statements.

</TABLE>






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<CAPTION>
                                      EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                             SCHEDULE OF PORTFOLIO INVESTMENTS
                                              SEPTEMBER 30, 1995  (UNAUDITED)
                                                       (CONTINUED)

  Principal                                                                                                                 % Of
   Amount/                                                              Investment  Investment   Amortized       Value      Total
   Shares       Investment                                                Date        Cost         Cost        (Note 2)  Investments
    <S>          <C>                                                       <C>         <C>         <C>            <C>         <C>

                USAT HOLDINGS INC.
297 Shares      USAT Holdings, Inc., Common Stock**                    01/05/90 &
                                                                       12/19/91   $ 3,560,182  $ 3,560,182  $ 3,560,182
                                                                                    3,560,182    3,560,182    3,560,182     4.16

                WB BOTTLING CORPORATION - Note 12
1.615 Shares    WB Bottling Corp., Preferred Stock**                   09/12/90       161,500      161,500       16,150
21,463 Shares   WB Bottling Corp., Common Stock**                      09/12/90 &
                                                                       08/11/92        87,296       87,296        8,729
                                                                                      248,796      248,796       24,879     0.03

                WSR ACQUISITION CORPORATION
$   935,000     Whitlock Acq. Corp., Sr. Sub. Nt. 15% due 05/31/00*    06/13/90       935,000      935,000      935,000
$ 1,190,000     R&S Acq. Corp., Inc., Sr. Sub. Nt. 15% due 05/31/00*   06/13/90     1,190,000    1,190,000    1,190,000
                                                                                    2,125,000    2,125,000    2,125,000     2.48

                TOTAL INVESTMENT IN MANAGED COMPANIES                             $90,915,958  $91,268,556  $69,382,195    81.06



                                      See the Accompanying Notes to Financial Statements.

</TABLE>





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<TABLE>
<CAPTION>
                                      EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                             SCHEDULE OF PORTFOLIO INVESTMENTS
                                              SEPTEMBER 30, 1995  (UNAUDITED)
                                                        (CONTINUED)

  Principal                                                                                                                  % Of
   Amount/                                                              Investment  Investment   Amortized       Value       Total
   Shares        Investment                                                Date        Cost         Cost        (Note 2) Investments
    <S>           <C>                                                       <C>         <C>         <C>            <C>         <C>
                 NON-MANAGED COMPANIES

                 AMERICAN SAFETY RAZOR COMPANY - Notes 10,12
106,670 Shares   ASR Acquisition Corp., Common Stock(d)                 04/14/89    $   16,778  $   16,778   $1,013,365
1,571 Shares     ASR Acquisition Corp., Common Stock(d)                 05/22/89           246         246       14,925
                                                                                        17,024      17,024    1,028,290      1.20

                  APOLLO RADIO HOLDING CO., INC.
$  850,000        Apollo Radio Holding Co., Inc. Sr. Sub. Nt.
                    15% due 01/01/97*                                   06/01/90       850,000     850,000      850,000
29.75 Shares      Apollo Radio Holding Co., Inc., Common Stock**        06/01/90        61,788      61,788            0
25.5 Shares       Apollo Radio Holding Co., Inc., Common Stock**        04/03/90        52,962      52,962            0
9.2083 Warrants   Apollo Radio Holding Co., Inc., Common Stock
                    Purchase Warrants**                                 04/03/90             0           0            0
                                                                                       964,750     964,750      850,000      0.99

                  MTI HOLDINGS, INC. - Notes 10,12
$  471,360        MTI Holdings, Inc., Sr. Sec. Nt. 5% due 08/15/99*     07/01/94        471,360    471,360      235,680
22,376 Shares     MTI Holdings, Inc., Class B Common Stock**            07/01/94        510,000    510,000            0
                                                                                        981,360    981,360      235,680      0.28


                                      See the Accompanying Notes to Financial Statements.

</TABLE>





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<TABLE>
<CAPTION>
                                      EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                             SCHEDULE OF PORTFOLIO INVESTMENTS
                                              SEPTEMBER 30, 1995  (UNAUDITED)
                                                      (CONTINUED)

  Principal                                                                                                                 % Of
   Amount/                                                           Investment  Investment    Amortized       Value        Total
   Shares         Investment                                            Date        Cost          Cost        (Note 2)   Investments
    <S>            <C>                                                   <C>         <C>          <C>            <C>         <C>
                  WESTERN PIONEER, INC. - Notes 10,12
$ 4,730,800       Western Pioneer, Inc., Sr. Sub. Nts. 10% due
                    12/01/02*(b)                                     11/30/94  $ 1,126,290   $ 1,126,290     $ 1,126,290
81,081 Warrants   Western Pioneer, Inc., Common Stock Purchase
                    Warrants**                                       11/30/94            0             0               0
                                                                                 1,126,290     1,126,290       1,126,290     1.32


TOTAL INVESTMENT IN NON-MANAGED COMPANIES                                      $ 3,089,424   $ 3,089,424     $ 3,240,260     3.79

TOTAL INVESTMENT IN ENHANCED YIELD INVESTMENTS                                 $94,005,382   $94,357,980     $72,622,455    84.85


                                      See the Accompanying Notes to Financial Statements.

</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                      EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                             SCHEDULE OF PORTFOLIO INVESTMENTS
                                              SEPTEMBER 30, 1995  (UNAUDITED)
                                                       (CONCLUDED)

Principal                                                                                                                 % Of
   Amount/                                                           Investment  Investment    Amortized       Value        Total
   Shares         Investment                                            Date        Cost          Cost        (Note 2)   Investments
    <S>              <C>                                            <C>         <C>          <C>            <C>           <C>
                  TEMPORARY INVESTMENTS

                  COMMERCIAL PAPER

$2,450,000        South West Bell, 5.58% due 10/11/95                07/12/95  $  2,415,443    $ 2,446,203   $  2,446,203
$2,100,000        General Electric Capital, 5.75% due 10/04/95       08/15/95     2,083,229      2,098,994      2,098,994
$1,900,000        October Corp., 5.775% due 10/17/95                 09/08/95     1,888,113      1,895,123      1,895,123
$4,100,000        Allomon Funding Corp., 5.75% due 10/03/95          09/19/95     4,090,832      4,098,690      4,098,690
$2,430,000        ESC Securitization, 5.73% due 10/05/95             09/22/95     2,424,972      2,428,453      2,428,453

                  TOTAL INVESTMENT IN COMMERCIAL PAPER                           12,902,589     12,967,463     12,967,463   15.15



                  TOTAL TEMPORARY INVESTMENTS                                  $ 12,902,589   $ 12,967,463   $ 12,967,463   15.15
                  TOTAL INVESTMENT PORTFOLIO                                   $106,907,971   $107,325,443   $ 85,589,918  100.00%



*    Restricted Security
**   Restricted Non-income Producing Security
***  Affiliated Companies
(a)  Includes receipt of payment-in-kind securities.
(b)  Non-accrual investment status.
(c)  Includes capitalized deferred income.
(d)  Publicly traded class of securities.
(e)  Underlying security publicly traded.


</TABLE>





<PAGE>
<TABLE>
<CAPTION>
                                      EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                      SUPPLEMENTAL SCHEDULE OF REALIZED GAINS AND LOSSES
                                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
                                                         (UNAUDITED)

                                                            PAR VALUE OR
                                             DATE OF          NUMBER OF    AMORTIZED      NET         REALIZED
SECURITY                                   TRANSACTION         SHARES        COST       PROCEEDS     GAIN (LOSS)
<S>                                            <C>               <C>         <C>          <C>            <C>

Polaris Pool Systems
  Common Stock                              03/22/95             -        $     -       $40,754(A)      $40,754

Total Net Realized Gains for the
  Three Months Ended March 31, 1995                                             -        40,754          40,754


Total Net Realized Gains for the
  Three Months Ended June 30, 1995                                              -             -               -

Haddon
  Common Stock                              08/09/95             -               -       27,879(A)       27,879
Polaris Pool Systems
  Common Stock                              08/09/95             -               -        8,001(A)        8,001
ASR Acquisition Corp.
  Series B Subordinated 13.5% Notes         08/03/95     1,499,929       1,499,929    1,529,928          29,999
J.P. Foodservice, Inc.
  Common Stock                              09/15/95       249,957       2,162,364    4,109,845       1,947,481
Multi-Turf
  Common Stock                              09/30/95            78.54       20,251      268,723         248,472

Total Net Realized Gains for the
  Three Months Ended September 30, 1995                                  3,682,544    5,944,376       2,261,832

Total Net Realized Gains for the
  Nine Months Ended September 30, 1995                                  $3,682,544   $5,985,130      $2,302,586


(A) Proceeds represent a distribution to the Fund from the escrow account.



                                      See the Accompanying Notes to Financial Statements.

</TABLE>


<PAGE>


          EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                    NOTES TO FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1995
                             (UNAUDITED)

1.  Organization and Purpose

    Equitable  Capital  Partners,  L.P.  (the  "Fund")  was  formed  along  with
Equitable Capital Partners  (Retirement  Fund), L.P. (the "Retirement Fund," and
collectively  with the Fund referred to as the "Funds") and the  Certificates of
Limited  Partnership  were filed  under the  Delaware  Revised  Uniform  Limited
Partnership Act on February 2, 1988. The Funds' operations  commenced on October
13, 1988.

    On July 22,  1993,  Equitable  Capital  Management  Corporation  ("Equitable
Capital"),  formerly the Managing General Partner and investment  adviser of the
Funds,  transferred   substantially  all  of  the  assets  comprising  Equitable
Capital's business to Alliance Capital Management L.P. ("Alliance  Capital") and
its  wholly-owned  subsidiary,  Alliance  Corporate  Finance Group  Incorporated
("Alliance  Corporate").  In  connection  with  such  transaction,  the  limited
partners  (the  "Limited  Partners"),  of  the  Funds  voted  to  approve  a new
investment  advisory agreement between the Funds and Alliance Corporate and also
voted to admit Alliance  Corporate as Managing  General  Partner of the Funds to
succeed Equitable  Capital.  Accordingly,  on July 22, 1993, the closing date of
the  transaction  described  above,  (i) Alliance  Corporate was admitted as the
successor  Managing General Partner of the Funds (ii) Equitable Capital withdrew
from the Funds as Managing  General  Partner and assigned all of its interest as
General  Partner to Alliance  Corporate and (iii) Alliance  Corporate  succeeded
Equitable  Capital  as the  investment  adviser to the Funds  pursuant  to a new
investment advisory agreement.  Alliance Corporate (the "Investment Adviser") is
a registered investment adviser under the Investment Advisers Act of 1940.

    Prior to July 22, 1993,  Equitable  Capital was responsible,  subject to the
supervision of the independent  general partners of the Funds (the  "Independent
General Partners"), for the management of the Funds' investments. As of July 22,
1993,  Alliance  Corporate  assumed  such  responsibilities  in its  capacity as
Managing General Partner and Investment Adviser of the Funds.

    The Funds have elected to operate as business  development  companies  under
the  Investment  Company Act of 1940, as amended.  The Funds seek current income
and capital appreciation potential through investments in  privately-structured,
friendly leveraged acquisitions and other leveraged transactions. The Funds have
pursued this objective by investing  primarily in subordinated  debt and related
equity securities  ("Enhanced Yield Investments") issued in conjunction with the
"mezzanine   financing"  of  friendly   leveraged   acquisitions  and  leveraged
recapitalizations.

    As stated in the Partnership  Agreement,  the Retirement Fund will terminate
on October 13, 1998, subject to the right of the Independent General Partners to
extend  the  term of the  Retirement  Fund  for up to two  additional  one  year
periods,   after  which  the  Retirement   Fund  will  liquidate  any  remaining
investments within five years.


<PAGE>


2.  Significant Accounting Policies

Basis of Accounting

    For financial  reporting  purposes,  the Fund's records are maintained using
the accrual method of accounting.

Valuation of Investments

    Securities  are  valued at market or fair  value.  Market  value is used for
securities  for which market  quotations are readily  available.  For securities
without a readily  ascertainable  market value,  fair value is determined,  on a
quarterly  basis, in good faith by the General  Partners of the Retirement Fund.
In  connection  with  such  determination,  the  Managing  General  Partner  has
established a valuation  committee  comprised of senior executives to assess the
Retirement Fund's portfolio and make recommendations  regarding the value of the
Retirement Fund's portfolio securities.  This valuation committee uses available
market information and appropriate  valuation  methodologies.  In addition,  the
Managing  General  Partner has  retained  Arthur D.  Little,  Inc., a nationally
recognized independent valuation consultant, to review such valuations.

    For privately  issued  securities  in which the  Retirement  Fund  typically
invests,  the fair value of an  investment  is its initial  cost,  adjusted  for
amortization of discount or premium and as subsequently  adjusted to reflect the
occurrence of significant developments. "Significant developments" are business,
economic or market events that may affect a company in which an  investment  has
been made or the securities comprising such investment. For example, significant
developments  that could  result in a writedown  in value  include,  among other
things,  events  of  default  with  respect  to  payment  obligations  or  other
developments indicating that a portfolio company's performance may fall short of
acceptable  levels.  A writeup in value of an investment could take place when a
significant favorable development occurs, such as a transaction representing the
partial sale of an  investment  that would result in a capital  gain, or company
performance exceeding expected levels on a sustained basis. Although the General
Partners  use  their  best  judgment  in  determining  the fair  values of these
investments, there are inherent limitations in any valuation technique involving
securities of the type in which the Retirement Fund invests. Therefore, the fair
values presented  herein are not necessarily  indicative of the amount which the
Retirement Fund could realize in a current transaction.

    Temporary  Investments  with  maturities  of 60 days or less are  valued  at
amortized cost, which  approximates  market value.  Temporary  Investments which
mature in more than 60 days, for which market quotations are readily  available,
are valued at the most recent bid price or the equivalent  quoted yield obtained
from one or more of the market makers.

    Interest Receivable on Investments

    Investments will generally be placed on non-accrual status in the event of a
default  (after  applicable  grace period  expires) or if the  Managing  General
Partner  determines  that  there  is no  reasonable  expectation  of  collecting
interest.


<PAGE>


    Payment-In-Kind Securities

    All  payment-in-kind  securities  received in lieu of cash interest payments
from the  Retirement  Fund's  portfolio  companies  are  recorded at face value,
unless the  Managing  General  Partner  determines  that there is no  reasonable
expectation of collecting the full principal amounts of such securities.

    Income Taxes

    No provision  for income taxes has been made since all income and losses are
allocated to the Retirement Fund's partners  ("Partners") for inclusion in their
respective tax returns.

    Investment Transactions

    Enhanced Yield Investments - The Retirement Fund records transactions on the
date on which it  obtains  an  enforceable  right to demand  the  securities  or
payment thereof.

    Temporary  Investments - The  Retirement  Fund records  transactions  on the
trade date.

    Realized  gains and losses on  investments  are  determined  on the basis of
specific identification for accounting and tax purposes.

    Sales, Marketing and Offering Expenses and Sales Commissions

    Sales  commissions and selling discounts have been allocated to the specific
Partners' accounts to which they are applicable.  Sales,  marketing and offering
expenses are  allocated  between the Funds in  proportion to the number of units
issued  by  each  Fund  and to the  Partners  in  proportion  to  their  capital
contributions.

3.  Note Receivable

    On July 22, 1993, pursuant to the terms of the Retirement Fund's Amended and
Restated Agreement of Limited Partnership,  Alliance Corporate, as the successor
Managing  General Partner of the Retirement Fund, has contributed a non-interest
bearing  promissory  note (the  "Note") to the  Retirement  Fund in an aggregate
amount equal to 1.01% of the aggregate Net Capital  Contributions of all Limited
Partners  (less  distributions  representing  returns of  capital).  Net Capital
Contributions are comprised of gross offering  proceeds,  after giving effect to
volume discounts (and after netting of sales commissions, organization, offering
and sales and  marketing  expenses),  less  returns  of capital  distributed  to
Limited Partners.  The principal amount of the Note is reduced proportionally as
such Limited Partners receive distributions  representing  additional returns of
capital.  Such  distributions  received for the nine months ended  September 30,
1995,  resulted in a $142,253 reduction of the principal amount of the Note. The
promissory  note of Equitable  Capital was  canceled  upon the  contribution  of
Alliance Corporate's Note.


<PAGE>


4.  Capital Contributions

    On October 13, 1988, the Retirement  Fund closed the initial public offering
of its units of Limited Partner  interests  ("Units").  Equitable  Capital,  the
Retirement Fund's Managing General Partner at that time, accepted  subscriptions
for 221,072 Units and admitted 26,304 Limited Partners.

    The Limited Partners' total capital  contributions were $220,848,730,  after
giving  effect to volume  discounts  allowed of  $223,270.  Equitable  Capital's
aggregate  capital  contribution  was in the  form of a  promissory  note in the
principal amount of $2,051,783.  On July 22, 1993,  Equitable Capital's note was
canceled and Alliance Corporate,  as successor Managing General Partner,  made a
capital  contribution  in the  form  of a  promissory  note,  on such  date,  as
described  in Note  3.  Sales,  marketing  and  offering  expenses  and  selling
commissions  have  been  charged  against  proceeds  resulting  in  net  capital
contributed by Limited Partners of $203,146,793.

    Allocation of income,  loss and distributions of cash are made in accordance
with the Partnership Agreement as further discussed in Note 11.

5.  Sales, Marketing and Offering Expenses and Sales Commissions

    The Retirement  Fund expended a total of $416,052 for the  reimbursement  of
sales and marketing  expenses.  Aggregate  sales and  marketing  expenses of the
Funds may not exceed $2,528,415 or 0.5% of the aggregate  capital  contributions
and were allocated  proportionately  to the number of Units issued by each Fund.
Aggregate sales and marketing expenses for the Funds totaled $951,683.

    The Retirement Fund also paid $1,627,385 for the  reimbursement  of offering
expenses.  These expenses, along with the offering expenses of Equitable Capital
Partners,  L.P.  and the  organizational  expenses of the Funds,  may not exceed
$6,000,000. Aggregate offering and organizational expenses for the Funds totaled
$4,711,806 as of September 30, 1995.

    For their  services  as  selling  agent,  the  Retirement  Fund  paid  sales
commissions to Merrill Lynch, Pierce,  Fenner & Smith Incorporated in the amount
of  $15,251,770,  of  which  Equico  Securities  Corporation,  an  affiliate  of
Equitable Capital, a related party, received $168,150 as a selected dealer.

6.  Investment Advisory Fee

    As of July 22,  1993,  Alliance  Corporate  has been  receiving  a quarterly
Investment  Advisory  Fee, at the annual rate of 1.0% of the  Retirement  Fund's
Available Capital, with a minimum annual payment of $2,000,000  collectively for
the  Funds,  less  80%  of  commitment,   transaction,  investment  banking  and
"break-up"  or  other  fees  related  to  the  Retirement   Fund's   investments
("Deductible  Fees").  Available  Capital is defined as the sum of the aggregate
Net Capital  Contributions of the Partners less the cumulative amount of returns
of capital  distributed to Partners and realized losses from investments.  Since
becoming the successor Managing General Partner of the Retirement Fund, Alliance
Corporate has not received any Deductible Fees.  Alliance Corporate is a related
party of the Retirement Fund.

    The Investment  Advisory Fee is calculated and paid  quarterly,  in advance.
The  Investment  Advisory Fees paid by the  Retirement  Fund for the nine months
ended September 30, 1995 and 1994 were $795,572, and $975,017, respectively. The
decrease  from 1994 to 1995  Investment  Advisory  Fees is due  primarily to the
return of capital to Limited  Partners,  which  reduced  the  Retirement  Fund's
Available Capital, on which the Investment Advisory Fee is based.


<PAGE>


7.  Fund Administration Fee and Expenses

    As  compensation  for its services during the fourth through seventh year of
operation  of  the  Funds,  ML  Fund  Administrators,  Inc.  ("MLFAI"),  as  the
Retirement Fund  administrator,  is entitled to receive from the Funds an annual
amount equal to the greater of the (i) Minimum Fee and (ii) the Funds'  prorated
proportion  (based on the  number of Units  issued by the Funds) of 0.45% of the
excess of the aggregate  net offering  proceeds of the Units issued by the Funds
over 50% of the aggregate amount of capital  reductions of the Funds (subject to
an  annual  maximum  of $3.2  million).  The  Minimum  Fee is 1.0% of the  gross
offering  price  of Units in the  Funds,  but not  greater  than  $500,000.  The
Retirement Fund Administration Fee is calculated and paid quarterly, in advance.
The Retirement Fund Administration Fees paid by the Retirement Fund for the nine
months  ended   September   30,  1995  and  1994  were  $530,576  and  $611,808,
respectively.

    In addition to the Retirement Fund  Administration Fee, MLFAI is entitled to
receive reimbursement for a portion of direct out-of-pocket expenses incurred in
connection with the administration of the Retirement Fund, commencing on October
13, 1992. For the nine months ended  September 30, 1995 and 1994, the Retirement
Fund incurred  Administrative  expenses of $106,693 and $294,004,  respectively,
which  consisted  primarily of printing,  audit and tax return  preparation  and
custodian fees paid for by MLFAI on behalf of the Retirement Fund.

8.  Independent General Partners' Fees and Expenses

    As compensation  for their  services,  each  Independent  General Partner is
entitled to a $30,000 annual fee (payable quarterly) from the Retirement Fund in
addition  to  $500  for  each  meeting  attended  and   reimbursement   for  any
out-of-pocket  expenses.  In accordance with the Retirement  Fund's  Partnership
Agreement,  the amount of the annual fee is reviewed annually by the Independent
General Partners.

    For the nine months ended  September 30, 1995 and 1994, the Retirement  Fund
incurred $124,664 and $126,979,  respectively,  of Independent General Partners'
Fees and Expenses.

9.  Related Party Transactions

    For the nine months ended  September  30,  1995,  the  Retirement  Fund paid
expenses  of  $18,445  as  reimbursement  for  amounts  paid for legal  services
provided by Equitable  Life in connection  with the Retirement  Fund's  Enhanced
Yield Investments.  For the nine months ended September 30, 1994, the Retirement
Fund paid expenses of $53,611 as  reimbursement  for legal services  provided by
Equitable  Life  in  connection  with  the  Retirement   Fund's  Enhanced  Yield
Investments.  The  Retirement  Fund is paying  Alliance  Corporate an Investment
Advisory  Fee for its  services  as  described  in  Note  6.  Additionally,  the
Retirement Fund paid sales commissions to Equico Securities, a related party, as
described in Note 5.


<PAGE>


10. Investment Transactions

    The Retirement  Fund is invested  primarily in Enhanced  Yield  Investments,
also known in the securities industry as "high yield securities". The securities
in which the Retirement  Fund has invested were issued in  conjunction  with the
mezzanine financing of privately  structured,  friendly leveraged  acquisitions,
recapitalizations and other leveraged financings,  and are generally linked with
an equity  participation.  Enhanced  Yield  Investments  are debt and  preferred
equity securities that are unrated or are rated by Standard & Poor's Corporation
as BB or lower and by Moody's Investor  Services,  Inc. as Ba or lower.  Risk of
loss upon default by the issuer is  significantly  greater with  Enhanced  Yield
Investments  than  with  investment  grade  securities  because  Enhanced  Yield
Investments  are  generally  unsecured  and  are  often  subordinated  to  other
creditors  of the  issuer.  Also,  these  issuers  usually  have high  levels of
indebtedness  and are more sensitive to adverse economic  conditions,  such as a
recession or increasing  interest rates, than investment grade issuers.  Most of
these  securities are subject to resale  restrictions  and generally there is no
quoted market for such securities.

    Although the  Retirement  Fund cannot  eliminate its risks  associated  with
participation in Enhanced Yield Investments,  it has established risk management
policies.  The Retirement Fund subjects each prospective  investment to rigorous
analysis, and will make only those investments that have been recommended by the
Managing  General  Partner  and  that  meet  the  Retirement  Fund's  investment
guidelines  or that have  otherwise  been  approved by the  Independent  General
Partners.  The  Retirement  Fund  investments  are  measured  against  specified
Retirement Fund investment and performance guidelines.  To limit the exposure of
the Retirement  Fund's capital in any single issuer,  the Retirement Fund limits
the amount of its investment in a particular  issuer.  The Retirement  Fund also
continually  monitors  portfolio  companies  in  order  to  minimize  the  risks
associated with participation in Enhanced Yield Investments.

    On August 3,  1995,  the  Retirement  Fund sold its  American  Safety  Razor
Company 13.5% Series B  Subordinated  Notes for $1,529,928 and recognized a gain
of $29,999 on the sale.

    On August 9, 1995,  the  Retirement  Fund received an additional  $8,001 and
$27,879 from Polaris Pool Systems and Haddon Craftsman, respectively. The monies
represent  proceeds from the sale of the investments  from prior years that have
been held in escrow for future  adjustments  and  expenses  not paid on the sale
dates. The amounts received are recorded and will be distributed as gains.

    On September 15, 1995 the Retirement  Fund sold its common stock  investment
in JP  Foodservice,  Inc.  for  $4,109,845,  which  resulted  in a  gain  to the
Retirement Fund of $1,947,481.

    During the three  months  ended  September  30, 1995,  the  Retirement  Fund
received  total  proceeds of $268,723  from  Multi-Turf as paydown of the equity
held, which resulted in a gain of $248,472 to the Retirement Fund.

    During the three months ended September 30, 1995, the Retirement Fund
received a total of $118,250 and $4,824 from Western  Pioneer and MTI  Holdings,
respectively,  as principal  paydowns of the senior notes held by the Retirement
Fund. No gain,  loss or income has been recorded on these  transactions  and the
amounts will be distributed as return of capital to the Limited Partners.


<PAGE>


    As of September 30, 1995, the Retirement Fund had investments in ten Managed
Companies (a Managed  Company is one to which the Retirement  Fund, the Managing
General  Partner or other persons in the Retirement  Fund's  investor group make
significant  managerial  assistance available) and four Non-Managed Companies (a
Non-Managed Company is one to which such assistance is not
provided)  totaling  $94,005,382   (including  $2,537,590  capitalized  cost  of
payment-  in-kind  securities),  consisting of  $67,918,306  in senior notes and
subordinated  notes,  $3,650,263  in preferred  stock and purchase  warrants and
$22,436,813 in common stock and purchase warrants.

11. Allocation of Profits and Losses

    Pursuant to the terms of the Partnership  Agreement,  net investment  income
and gains and losses on investments are generally allocated between the Managing
General  Partner  and the  Limited  Partners  based upon cash  distributions  as
follows:

    first,  99% to the Limited  Partners and 1% to the Managing  General Partner
    until the Limited Partners have received a cumulative priority return of 10%
    non-compounded  on an annual basis on their  investments  in Enhanced  Yield
    Investments;

    second,  70% to the Limited Partners and 30% to the Managing General Partner
    until the Managing General Partner has received 20% of all current and prior
    distributions on such investments;

    and thereafter, 80% to the Limited Partners and 20% to the Managing
    General Partner.

    For the nine months ended September 30, 1995, earnings were allocated 99% to
the Limited Partners, as a class, and 1% to the Managing General Partner.

12. Unrealized Appreciation/Depreciation and Non-Accrual of Investments

    For the nine months ended  September 30, 1995, the Retirement  Fund recorded
net  unrealized  depreciation  on Enhanced  Yield  Investments of $13,351,536 as
compared to  $13,566,947  for the nine months ended  September  30,  1994.  Such
depreciation  was the result of  adjustments  in value made with  respect to the
following investments during the nine months ended September 30, 1995:

    On March 31, 1995,  Pergament  Home Centers,  Inc.  Class B Common Stock was
written down from 75% to 25% of cost,  resulting in unrealized  depreciation  of
$3,366,000.

    The RI Holdings, Inc. common stock purchased on May 9, 1995 was valued at
zero, resulting in unrealized depreciation of $920 to the Retirement Fund.

    On June 30, 1995,  MTI Holdings,  Inc. Class B Common Stock was written down
from 100% to zero and the 5% Senior  Secured  Note was written down from 100% to
75% of par, resulting in total unrealized depreciation of $629,046 to
the Retirement Fund.  Due to principal paydowns during the three months ended 
September 30, 1995, $1,206 of unrealized depreciation was reversed.


<PAGE>


    Due to an increase in the quoted market price of JP Foodservice common stock
held by the  Retirement  Fund at June 30, 1995,  the  Retirement  Fund  recorded
unrealized  appreciation  of  $1,068,566.  The  equity  was valued at 90% of the
closing  market  price at June 30,  1995,  due to  contractual  restrictions  on
resale.

    On June 30, 1995,  Tulip Holding Corp. 14.5%  Subordinated  Note was written
down from 50% to 25% of par, resulting in unrealized  depreciation of $1,098,572
to the Retirement Fund.

    On June 30,  1995,  due to a default of an interest  payment on senior notes
held by a third party,  the WB Bottling  Corporation  preferred and common stock
held by the  Retirement  Fund  were  written  down  from  100%  to 10% of  cost,
resulting in total unrealized depreciation of $223,917 to the Retirement Fund.

    Due to the sale of the common stock  investment in JP  Foodservice,  Inc. on
September 15, 1995,  the Retirement  Fund reversed the  unrealized  appreciation
recorded of $987,090.

    Due to the  decline in the quoted  market  price of  American  Safety  Razor
common stock,  the Retirement Fund recorded a total  unrealized  depreciation of
$460,024 at September 30, 1995.

    On September  30, 1995,  Ampex  Recording  Media Corp.  14% and 18.4% Senior
Subordinated  Series A Notes  were  written  down from 50% to 25% of par  value,
which resulted in unrealized depreciation of $2,722,289 to the Retirement Fund.

    On September  30, 1995,  US Leather  Holdings,  Inc. 8% Senior  Subordinated
Preferred Stock and the 15% Senior  Subordinated  PIK Notes were written down to
zero, which resulted in unrealized  depreciation of $3,936,752 to the Retirement
Fund.

    On September 30, 1995, MTI Holdings, Inc. 5% Senior Secured Note was written
down from 75% to 50% of par value, which resulted in unrealized  depreciation of
$117,840 to the Retirement Fund.

    On September  30, 1995,  Tulip  Holding Corp.  14.5%  Subordinated  Note was
written down from 25% to 5% of par,  resulting  in  unrealized  depreciation  of
$878,858 to the Retirement Fund.

The following  investments have been on non-accrual  status as of the respective
dates:

    Western Pioneer, Inc. 10%
      Senior Subordinated Note             November 30, 1994
    RI Holdings, Inc. 16%
      Senior Subordinated Notes            April 25, 1994
    Tulip Holding, Corp. 14.5% and 16.5%
      Subordinated Notes                   January 1, 1994
    Ampex Recording Media Corp. 14%
      and 18.4% Senior Subordinated Notes  January 31, 1993


<PAGE>


    Alliance  Corporate  continues to monitor the  Retirement  Fund's  portfolio
closely.  As a matter of standard  procedure,  Alliance  Corporate  reviews each
portfolio company's financial statements at least quarterly,  and often monthly.
Investment managers routinely review and discuss financial and operating results
with the companies' management and equity sponsors, and attend periodic board of
directors meetings, as appropriate.  In some cases, Alliance Corporate officers,
acting on behalf of the Funds,  serve as  directors  on the boards of  portfolio
companies. When problems arise, communication with management and sponsors often
occurs on a daily basis.

13. Income Taxes

    No provision  for income taxes has been made since all income and losses are
allocated to the Retirement  Fund's  partners for inclusion in their  respective
tax returns.

    Pursuant to Statement of Financial Accounting Standards No. 109 - Accounting
for Income Taxes,  the  Retirement  Fund is required to disclose any  difference
between the tax bases of the Retirement Fund's assets and liabilities versus the
amounts reported in the Financial  Statements.  Generally,  the tax bases of the
Retirement Fund's assets  approximate the amortized cost amounts reported in the
Financial  Statements.  This amount is computed  annually  and as of December 31
1994, the tax basis of the Retirement Fund's assets was greater than the amounts
reported  in  the  Financial  Statements  by  $29,940,202.  This  difference  is
primarily  attributable to unrealized  depreciation on investments which has not
been  recognized  for tax purposes.  Additionally,  certain  realized  gains and
losses due to restructurings  were treated differently for tax purposes than for
financial reporting purposes.

14. Subsequent Events

    On October 26,1995, Apollo Radio paid in full the 15% Subordinated Note held
by the Retirement Fund plus all accrued  interest.  Total proceeds received were
$1,809,915,  which will be distributed  with the fourth quarter  distribution on
February 14, 1996.

    On November 8, 1995, the Independent  General Partners approved an aggregate
cash  distribution  of $6,735,548 for the three months ended September 30, 1995,
which  was  paid on  November  14,  1995 to the  Limited  Partners.  The  amount
distributed  to  Limited  Partners  on  record  as of  September  30,  1995  was
$6,716,167  or $30.38 per Unit (of which  $2,374,313  is capital  returned  from
investments  in  the  second  quarter  of  1995).  On a  per  Unit  basis,  this
distribution to Limited  Partners  includes  $10.96 of realized gains,  $8.68 of
income from  operations  and $10.74 of return of capital.  The Managing  General
Partner's  one  percent  allocation  of $67,840  was  reduced by its one percent
allocation of realized  gains and capital  returned from  investments of $48,459
(which  is  being  held  as a  Deferred  Distribution  Amount  pursuant  to  the
Partnership Agreement),  resulting in a net distribution to the Managing General
Partners of $19,381.


<PAGE>


Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations

    Liquidity and Capital Resources

    Net Proceeds of Offering

    On October 13,  1988,  the  Retirement  Fund  completed  the initial  public
offering of Units,  admitting  26,304  Limited  Partners who  purchased  221,072
Units.  The net proceeds  available for investment by the Retirement  Fund after
such offering less return of capital to Limited Partners were $181,514,467 after
volume discounts,  sales  commissions and  organizational,  offering,  sales and
marketing expenses.

    Investments

    During the nine months ended  September 30, 1995, the Retirement Fund made a
follow-on investment in RI Holdings,  Inc. Under the terms of RI Holdings senior
subordinated  notes,  the Retirement Fund receives common stock at a cost of one
cent per share for each  interest  payment  date on which RI  Holdings  delivers
payment-in-kind  securities  in  lieu of a cash  payment.  On May 9,  1995,  the
Retirement Fund purchased 92,045 shares of RI Holdings common stock.

    As of September  30, 1995,  the  Retirement  Fund had a total of 14 Enhanced
Yield  Investments  at a net cost of  $94,005,382  (inclusive  of the receipt of
securities having a capitalized cost of $2,537,590  received as  payment-in-kind
interest on certain Enhanced Yield Investments).

    Proceeds from Investments

    During the nine  months  ended  September  30,  1995,  the  Retirement  Fund
received proceeds from the following investments:

    On March 22, 1995,  the  Retirement  Fund received  $40,754 from the sale of
Polaris Pool Systems at September 30, 1994. The payment  represents  part of the
gain on sale that was withheld in escrow for future adjustments and expenses not
paid on the closing date.

    During the nine  months  ended  September  30,  1995,  the  Retirement  Fund
received a total of $354,750 and $14,733 from Western  Pioneer and MTI Holdings,
respectively,  as principal  paydowns of the senior notes held by the Retirement
Fund. No gain or loss has been recorded on the transactions and the amounts will
be distributed as return of capital to the Limited Partners.

    On August 3,  1995,  the  Retirement  Fund sold its  American  Safety  Razor
Company 13.5% Series B  Subordinated  Notes for $1,529,928 and recognized a gain
of $29,999 on the sale.

    On August 9, 1995,  the  Retirement  Fund received an additional  $8,001 and
$27,879 from Polaris Pool Systems and Haddon Craftsman, respectively. The monies
represent  proceeds from the sale of the investments  from prior years that have
been held in escrow for future  adjustments  and  expenses  not paid on the sale
dates. The amounts received are recorded and will be distributed as gains.

    On September 15, 1995 the Retirement  Fund sold its common stock  investment
in JP  Foodservice,  Inc.  for  $4,109,845,  which  resulted  in a  gain  to the
Retirement Fund of $1,947,481.


<PAGE>


    During the nine  months  ended  September  30,  1995,  the  Retirement  Fund
received total proceeds of $268,723 from Multi-Turf  which resulted in a gain of
$248,472 to the Retirement Fund.

    The Retirement  Fund's Enhanced Yield  Investments  are typically  issued in
private  placement  transactions  and are  subject  to certain  restrictions  on
transfer, and are thus relatively illiquid. The balance of the Retirement Fund's
assets at the end of the period covered by this report was invested in Temporary
Investments,  comprised of commercial  paper with  maturities of less than sixty
days.

    The  Retirement  Fund,  which is designed for tax-exempt  investors,  is not
permitted to borrow to finance  investments.  The Partnership  Agreement imposes
certain limits on the use of proceeds from the  disposition  of investments  for
reinvestments.

    All cash  dividends,  interest and other income  received by the  Retirement
Fund in excess of expenses of  operation  and  reserves for expenses and certain
investments  and  liabilities  are  distributed  to the Limited  Partners of the
Retirement  Fund and to Alliance  Corporate,  as the Managing  General  Partner,
within 45 days after the end of each  calendar  quarter.  Before each  quarterly
cash  distribution,  the  Retirement  Fund will  analyze the then  current  cash
projections  and  determine  the  amount  of any  additional  reserves  it deems
necessary.

    Participation in Enhanced Yield Investments

    The Retirement  Fund is invested  primarily in Enhanced  Yield  Investments,
also known in the securities industry as "high yield securities". The securities
in which the Retirement  Fund has invested were issued in  conjunction  with the
mezzanine financing of privately  structured,  friendly leveraged  acquisitions,
recapitalizations and other leveraged financings,  and are generally linked with
an equity  participation.  Enhanced  Yield  Investments  are debt and  preferred
equity securities that are unrated or are rated by Standard & Poor's Corporation
as BB or lower and by Moody's Investor  Services,  Inc. as Ba or lower.  Risk of
loss upon default by the issuer is  significantly  greater with  Enhanced  Yield
Investments  than  with  investment  grade  securities  because  Enhanced  Yield
Investments  are  generally  unsecured  and  are  often  subordinated  to  other
creditors  of the  issuer.  Also,  these  issuers  usually  have high  levels of
indebtedness  and are more sensitive to adverse economic  conditions,  such as a
recession or increasing  interest rates, than investment grade issuers.  Most of
these securities are subject to resale  restrictions,  and generally there is no
quoted market for such securities.

    Although the  Retirement  Fund cannot  eliminate its risks  associated  with
participation in Enhanced Yield Investments,  it has established risk management
policies.  The Retirement Fund subjects each prospective  investment to rigorous
analysis,  and makes only those  investments  that have been  recommended by the
Managing  General  Partner  and  that  meet  the  Retirement  Fund's  investment
guidelines  or that have  otherwise  been  approved by the  Independent  General
Partners.

    The Retirement Fund  investments are measured against  specified  Retirement
Fund  investment  and  performance  guidelines.  To limit  the  exposure  of the
Retirement  Fund's capital in any single issuer,  the Retirement Fund limits the
amount of its  investment  in a  particular  issuer.  The  Retirement  Fund also
continually  monitors  portfolio  companies  in  order  to  minimize  the  risks
associated with participation in Enhanced Yield Investments.


<PAGE>


    Results of Operations

    For the three  months  ended  September  30,  1995,  net  investment  income
increased  by $227,327  and for the nine months ended  September  30,  1995,  it
decreased by $114,204,  as compared to the same periods in 1994.  Net investment
income is  comprised  of  investment  income  (primarily  interest  and discount
income)  offset by  expenses.  The  decrease in the 1995 net  investment  income
versus the  comparative  period in 1994,  reflects  the decrease in interest and
discount  income  (excluding  temporary  investments)  partially  offset  by the
decrease in Investment  Advisory Fees, Fund Administration Fees and Expenses and
Valuation Expenses.

    For the three and nine months ended  September 30, 1995, the Retirement Fund
had investment income of $1,862,306 and $5,696,775, respectively, as compared to
$1,763,731  and  $6,395,003,  respectively,  for the same  periods in 1994.  The
decrease in 1995 investment income of 11% was primarily due to a decrease in the
amount of accrual status debt  securities held by the Retirement Fund due to the
sales and repayments of four Enhanced Yield Investments,  subsequent to the nine
months ending  September 30, 1994.  This  decrease,  however,  was offset by the
increase in  interest  rates for  commercial  paper from  September  30, 1994 to
September 30, 1995.

    The  Retirement  Fund incurred  expenses of $479,129 and  $1,589,167 for the
three and nine months ended  September  30, 1995,  respectively,  as compared to
$607,881  and  $2,173,191,  respectively,  for the same  periods  in  1994.  The
decrease in the 1995  expenses of $584,024  was  primarily  due to a decrease in
Investment  Advisory  Fees  and Fund  Administration  Fees  and  Expenses  paid,
Valuation  Expenses and the  Professional  Fees incurred by the Retirement Fund.
The Retirement Fund's major expenses consist of the Investment Advisory Fee, the
Fund Administration Fees and Independent General Partners' Fees and Expenses.

    The  Retirement  Fund  experienced a decrease in net assets  resulting  from
operations  for the nine  months  ended  September  30,  1995 in the  amount  of
$6,941,342,  as compared to a decrease of $3,019,251 for the comparative  period
in 1994. The decrease in net assets for the nine months ended September 30, 1995
is comprised of net investment income of $4,107,608, net realized gains of
$2,302,586 offset by a net change in unrealized depreciation of $13,351,536. For
the  comparable  period in 1994, the decrease in net assets was comprised of net
investment  income of $4,221,812,  net realized gains of $6,325,884  offset by a
net  change  in  unrealized  depreciation  of  $13,566,947  (see  Statements  of
Operations in the Financial  Statements).  The realized  gains  recorded for the
nine months  ended  September  30, 1994  included  the sales of American  Safety
Razor,  Career  Horizons and Polaris Pool Systems.  The unrealized  depreciation
recorded for the nine months ended  September 30, 1994 included the writedown of
investments in Tulip Holding Corp., Pergament, Ampex Recording Media and Western
Pioneer.

    For the three months ended  September 30, 1995 and 1994, the Retirement Fund
incurred  Investment Advisory Fees of $247,041 and $308,691,  respectively.  For
the nine months ended  September 30, 1995 and 1994, the Retirement Fund incurred
Investment Advisory Fees of $795,572 and $975,017, respectively (as described in
Note 6 to the Financial  Statements).  The decrease in the  Investment  Advisory
Fees is due to a decrease in the Retirement Fund's Available  Capital,  on which
the Investment  Advisory Fee is based,  resulting  primarily from redemptions of
debt  obligations held by the Retirement Fund (which is a component of Available
Capital).


<PAGE>


    The Retirement Fund Administration Fees and Expenses (as described in Note 7
to the Financial  Statements)  for the three months ended September 30, 1995 and
1994 were  $184,540 and  $221,614,  respectively,  and for the nine months ended
September  30,  1995 and 1994 were  $637,269  and  $905,812,  respectively.  The
decrease  from  1994 to 1995 of  $268,543  is  primarily  due to a  decrease  in
Administrative  Expenses  reimbursed to the Retirement Fund Administrator  under
the Retirement Fund's Administrative Services Agreement.  During the nine months
ended  September  30, 1995 and 1994,  the  Retirement  Fund  incurred a total of
$89,795 and $294,004,  respectively,  of Administrative Expenses which consisted
primarily of printing,  audit and tax return preparation and custodian fees paid
for by MLFAI on behalf of the Retirement Fund.

    Independent  General  Partners' Fees and Expenses incurred for the three and
nine months  ended  September  30,  1995 and 1994,  were  $37,100 and  $124,664,
respectively, and $34,151 and $126,979, respectively. The decrease of $2,315
from 1994 to 1995 was  mainly due to a decrease  in legal fees  incurred  by the
Independent General Partners.

    The Retirement Fund incurred Professional Fees of $7,748 and $25,281 for the
three and nine months ended September 30, 1995, respectively.  Professional Fees
incurred for the same periods in 1994 were $38,723 and  $146,956,  respectively.
The decrease  from 1994 to 1995  reflects  the decrease in amounts  incurred for
legal services. (See Note 9 to the Financial Statements).

    Unrealized Appreciation/Depreciation and Non-Accrual of Investments

    The General Partners of the Retirement Fund determine, on a quarterly basis,
the fair value of the Retirement Fund's portfolio  securities that do not have a
readily  ascertainable  market value.  They are assisted in connection with such
determination by the Managing General Partner, which has established a valuation
committee  comprised  of senior  executives  to  assess  the  Retirement  Fund's
portfolio  and  make  recommendations  regarding  the  value  of  its  portfolio
securities.  This  valuation  committee uses available  market  information  and
appropriate valuation  methodologies.  In addition, the Managing General Partner
has  retained  Arthur D.  Little,  Inc.,  a  nationally  recognized  independent
valuation consultant, to review such valuations.

    For privately  issued  securities  in which the  Retirement  Fund  typically
invests,  the fair value of an  investment  is its initial  cost,  adjusted  for
amortization of discount or premium and as subsequently  adjusted to reflect the
occurrence of significant developments. "Significant developments" are business,
economic or market events that may affect a company in which an  investment  has
been made or the securities comprising such investment. For example, significant
developments  that could result in a write-down  in value  include,  among other
things,  events  of  default  with  respect  to  payment  obligations  or  other
developments indicating that a portfolio company's performance may fall short of
acceptable  levels. A write-up in value of an investment could take place when a
significant favorable development occurs, such as a transaction representing the
partial  sale of an  investment  that would  result in a capital gain or company
performance exceeding expected levels on a sustained basis.

    Although the General  Partners use their best  judgment in  determining  the
fair value of these investments, there are inherent limitations in any valuation
technique involving securities of the type in which the Retirement Fund invests.
Therefore,  the fair values presented  herein are not necessarily  indicative of
the amount which the Retirement Fund could realize in a current transaction.


<PAGE>


    For the nine months ended  September 30, 1995, the Retirement  Fund recorded
net  unrealized  depreciation  on Enhanced  Yield  Investments of $13,351,536 as
compared to  $13,566,947  for the nine months ended  September  30,  1994.  Such
depreciation  was the result of  adjustments  in value made with  respect to the
following investments during the nine months ended September 30,1995:

    On March 31, 1995,  Pergament  Home Centers,  Inc.  Class B Common Stock was
written down from 75% to 25% of cost,  resulting in unrealized  depreciation  of
$3,366,000.

    The RI Holdings, Inc. common stock purchased on May 9, 1995 was valued at
zero, resulting in unrealized depreciation of $920 to the Retirement Fund.

    On June 30, 1995,  MTI Holdings,  Inc. Class B Common Stock was written down
from 100% to zero and the 5% Senior  Secured  Note was written down from 100% to
75% of par, resulting in total unrealized depreciation of $629,046 to
the Retirement Fund.  Due to principal paydowns during the three months ended 
September 30, 1995, $1,206 of unrealized depreciation was reversed.

    Due to an increase in the quoted market price of JP Foodservice common stock
held by the  Retirement  Fund at June 30, 1995,  the  Retirement  Fund  recorded
unrealized  appreciation  of  $1,068,566.  The  equity  was valued at 90% of the
closing  market  price at June 30,  1995,  due to  contractual  restrictions  on
resale.

    On June 30, 1995,  Tulip Holding Corp. 14.5%  Subordinated  Note was written
down from 50% to 25% of par, resulting in unrealized  depreciation of $1,098,572
to the Retirement Fund.

    On June 30,  1995,  due to a default of an interest  payment on senior notes
held by a third party,  the WB Bottling  Corporation  preferred and common stock
held by the  Retirement  Fund  were  written  down  from  100%  to 10% of  cost,
resulting in total unrealized depreciation of $223,917 to the Retirement Fund.

    Due to the sale of the common stock  investment in JP  Foodservice,  Inc. on
September 15, 1995,  the Retirement  Fund reversed the  unrealized  appreciation
recorded of $987,090.

    Due to the  decline in the quoted  market  price of  American  Safety  Razor
common stock,  the Retirement Fund recorded a total  unrealized  depreciation of
$460,024 at September 30, 1995.

    On September  30, 1995,  Ampex  Recording  Media Corp.  14% and 18.4% Senior
Subordinated  Series A Notes  were  written  down from 50% to 25% of par  value,
which resulted in unrealized depreciation of $2,722,289 to the Retirement Fund.

    On September  30, 1995,  US Leather  Holdings,  Inc. 8% Senior  Subordinated
Preferred Stock and the 15% Senior  Subordinated  PIK Notes were written down to
zero, which resulted in unrealized  depreciation of $3,936,752 to the Retirement
Fund.

    On September 30,1995, MTI Holdings,  Inc. 5% Senior Secured Note was written
down from 75% to 50% of par value which resulted in unrealized  depreciation  of
$117,840 to the Retirement Fund.


<PAGE>


    On September  30, 1995,  Tulip  Holding Corp.  14.5%  Subordinated  Note was
written down from 25% to 5% of par,  resulting  in  unrealized  depreciation  of
$878,858 to the Retirement Fund.

    The  following  investments  have  been  on  non-accrual  status  as of  the
respective dates:

    Western Pioneer, Inc. 10%
      Senior Subordinated Note             November 30, 1994
    RI Holdings, Inc. 16%
      Senior Subordinated Notes            April 25, 1994
    Tulip Holding, Corp. 14.5% and 16.5%
      Subordinated Notes                   January 1, 1994
    Ampex Recording Media Corp. 14%
      and 18.4% Senior Subordinated Notes  January 31, 1993

    Alliance  Corporate  continues to monitor the  Retirement  Fund's  portfolio
closely.  As a matter of standard  procedure,  Alliance  Corporate  reviews each
portfolio company's financial statements at least quarterly,  and often monthly.
Investment managers routinely review and discuss financial and operating results
with the companies' management and equity sponsors, and attend periodic board of
directors meetings, as appropriate.  In some cases, Alliance Corporate officers,
acting on behalf of the Funds,  serve as  directors  on the boards of  portfolio
companies. When problems arise, communication with management and sponsors often
occurs on a daily basis.

Realized Gains and Losses on Investments

    During the three and nine months ended  September 30, 1995,  the  Retirement
Fund recorded net realized gains of $2,261,832 and $2,302,586,  respectively, on
transactions involving three Enhanced Yield Investments.  For the three and nine
months ended September 30, 1994, the Retirement Fund recorded net realized gains
on investments  of $2,653,331  and  $6,325,884,  respectively,  on  transactions
involving  four  Enhanced  Yield  Investments  (see  Note  10 to  the  Financial
Statements and the Supplemental Schedule of Realized Gains and Losses).


<PAGE>


PART II - OTHER INFORMATION


Items 1 though 4 are  herewith  omitted as the  response  to all items is either
none or not applicable for the September 30, 1995, Form 10-Q.

Item 5.  Other Information

    Lexmark  (to  be  renamed  Lexmark  International  Group,  Inc.)  one of the
Retirement Fund's portfolio companies,  has filed a registration  statement with
the  Securities  and  Exchange  Commission  with  respect to an  initial  public
offering of shares of common stock ("the  Offering")  by certain of the existing
holders of such common stock.  The  Retirement  Fund holds  1,403,011  shares of
Lexmark  common stock (as  adjusted  for a 15 to 1 stock split  effective at the
time of the  Offering),  approximately  25% of which are expected to be sold pro
rata by the Retirement Fund in the Offering. It is anticipated that the offering
will  commence on or about  November  15,  1995,  subject to economic and market
conditions.  There can be no assurance  that such Offering will occur.  Upon the
closing of such  Offering (if any),  the  Retirement  Fund will file a Report on
Form 8-K with the Securities and Exchange Commission.

    On November 9, 1995, the SEC issued an exemptive order to permit  Donaldson,
Lufkin & Jenrette Securities  Corporation,  a "related person" of the Retirement
Fund within the meaning of the Investment Company Act of 1940, to participate as
an underwriter in the initial public offering.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:
     Exhibit 27 - Financial Data Schedule for the quarter  ending  September 30,
1995.

 3.1     Amended and Restated Certificate of Limited Partnership, dated
         as of April 12, 1989*

 4.1     Amended and Restated Agreement of Limited Partnership, dated as
         of October 13, 1988**

10.1     Investment Advisory Agreement, dated July 22, 1993, between
         Registrant and Alliance Corporate Finance Group Incorporated***

10.2     Administrative Services Agreement, dated October 13, 1988, among
         the Registrant, Equitable Capital Management Corporation and
         ML Fund Administrators, Inc.**

*        Incorporated  by reference to the  Retirement  Fund's  Annual Report on
         Form 10-K for the fiscal year ended  December 31, 1989,  filed with the
         Securities and Exchange Commission on March 29, 1990.

**       Incorporated  by reference to the  Retirement  Fund's  Annual Report on
         Form 10-K for the fiscal year ended  December 31, 1988,  filed with the
         Securities and Exchange Commission on March 29, 1989.

***      Incorporated  by reference to the  Retirement  Fund's  Annual Report on
         Form 10-K for the fiscal year ended  December 31, 1993,  filed with the
         Securities and Exchange Commission on March 28, 1994.

(b)  Reports on Form 8-K - None.


<PAGE>


                                SIGNATURES

    Pursuant  to the  requirements  of  Section  13 or 15(d)  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  on the  14th  day of
November, 1995.

                        EQUITABLE CAPITAL PARTNERS
                         (RETIREMENT FUND), L.P.

                        By:  Alliance Corporate Finance Group,
                             Incorporated, as Managing General Partner

Dated: November 14, 1995     /s/ Frank Savage
                             Frank Savage
                             Title:  Chairman of the Board

Dated: November 14, 1995     /s/ Laura Mah
                             Laura Mah
                             Title:  Vice President and Chief
                                     Accounting Officer



<PAGE>


                                SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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 on the 14th day of November, 1995.

                        EQUITABLE CAPITAL PARTNERS
                         (RETIREMENT FUND), L.P.

                        By:  Alliance Corporate Finance Group,
                             Incorporated, as Managing General Partner




Dated: November 14, 1995
                             Frank Savage
                             Title:  Chairman of the Board



Dated: November 14, 1995
                             Laura Mah
                             Title:  Vice President and Chief
                             Accounting Officer