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 0-16531

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

         Delaware                               13-3486115
(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, 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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<TABLE>
<CAPTION>
                          EQUITABLE CAPITAL PARTNERS, 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 $120,720,908 at
  September 30, 1995 and $125,851,772
  at December 31, 1994)                           $ 86,238,955    $108,250,458
  Non-Managed Companies
  (amortized cost of $22,381,604 at
  September 30, 1995 and $23,400,149
  at December 31, 1994)                              6,360,928      13,041,887
 Temporary Investments
  (at amortized cost)                               18,391,821      31,713,674
Cash                                                    82,305         157,275
Interest Receivable                       2,12       2,522,964       2,691,595
Note Receivable                           3,4        1,977,328       2,184,472
Prepaid Expenses                                         3,967               -

TOTAL ASSETS                                      $115,578,268    $158,039,361

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities
  Professional Fees Payable             9         $     23,947    $     27,132
  Independent General Partners'
    Fees Payable                        8               14,123          12,325
  Fund Administrative Expenses
    Payable                             7               22,556          51,707
  Other Accrued Liabilities                             11,467          17,994
    Total Liabilities                                   72,093         109,158

Partners' Capital
  Managing General Partner              3,4          1,431,522       1,828,320
  Limited Partners (284,611 Units)      4          114,074,653     156,101,883
    Total Partners' Capital                        115,506,175     157,930,203

TOTAL LIABILITIES AND PARTNERS' CAPITAL           $115,578,268    $158,039,361


</TABLE>

                 See the Accompanying Notes to Financial Statements.



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<CAPTION>
                                   EQUITABLE CAPITAL PARTNERS, 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                                                 $  2,038,993      $1,523,010      $ 6,256,498    $ 6,988,079
Discount                                                       12,766         199,146           36,889        702,420
  TOTAL INVESTMENT INCOME                                   2,051,759       1,722,156        6,293,387      7,690,499

EXPENSES:
Investment Advisory Fee - Note 6                              338,234         441,324        1,104,449      1,414,011
Fund Administration Fees and Expenses - Note 7                237,577         285,304          820,415      1,166,110
Independent General Partners' Fees and Expenses - Note 8       38,000          34,231          128,469        130,518
Professional Fees - Note 9                                      7,570          54,898           37,257         62,601
Valuation Expenses                                              5,750           7,000           13,235         26,758
Insurance Fees                                                      -             702                -          2,755
TOTAL EXPENSES                                                627,131         823,459        2,103,825      2,802,753

NET INVESTMENT INCOME                                       1,424,628         898,697        4,189,562      4,887,746

NET CHANGE IN UNREALIZED DEPRECIATION ON
  INVESTMENTS - Note 12                                   (12,918,142)     (3,277,544)     (22,543,056)   (23,682,840)

NET REALIZED GAINS ON INVESTMENTS- Note 10                  4,567,590       5,524,430        4,650,333     12,657,649

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS                                        $ (6,925,924)     $3,145,583     $(13,703,161)   $(6,137,445)


            See the Accompanying Notes to Financial Statements.

</TABLE>


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<CAPTION>
                 EQUITABLE CAPITAL PARTNERS, 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                        $  4,189,562     $  4,887,746

Net Change in Unrealized Depreciation
  on Investments                               (22,543,056)      (23,682,840)

Net Realized Gains on Investments               4,650,333       12,657,649

Net Decrease in Net Assets Resulting
  from Operations                             (13,703,161)      (6,137,445)

Cash Distributions to Partners                (28,513,725)     (40,164,126)

Reduction in Managing General Partners'
  Contribution                                   (207,142)        (225,854)

Total Decrease                                (42,424,028)     (46,527,425)

NET ASSETS:

Beginning of Period                           157,930,203      219,924,070

End of Period                                $115,506,175     $173,396,645



       See the Accompanying Notes to Financial Statements.

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<CAPTION>
                            EQUITABLE CAPITAL PARTNERS, 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                          $  6,822,785    $   9,419,424
 Fund Administration Fees and Expenses                     (849,566)      (1,123,140)
 Investment Advisory Fee                                 (1,104,449)      (1,414,011)
 Independent General Partners' Fees and Expenses           (126,670)        (132,252)
 Valuation Expenses                                         (19,762)         (31,256)
 Sale of Temporary Investments, Net                      13,872,040       10,425,430
 Proceeds from Sales and Principal Payments
    of Enhanced Yield Investments                         9,888,786       23,228,697
 Other Accrued Liabilities                                        -           (8,475)
 Professional Fees                                          (40,442)         (54,537)
 Insurance Fees                                              (3,967)          (4,139)
    Net Cash Provided by Operating Activities            28,438,755       40,305,741
CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash Distributions to Partners                         (28,513,725)     (40,164,126)
    Net Cash Used in Financing Activities               (28,513,725)     (40,164,126)
Net Increase (Decrease) in Cash                             (74,970)         141,615
Cash at the Beginning of the Period                         157,275           28,396
Cash at the End of the Period                          $     82,305     $    170,011

          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 $ (13,703,161)    $ (6,137,445)

 Adjustments to Reconcile Net Decrease in Net Assets
  Resulting from Operations to Net Cash Provided by
  Operating Activities:
 Decrease in Investments                                 19,110,494       31,554,208
 Decrease in Accrued Interest,
  Dividends and Discount Receivables                        529,397        1,728,923
 Increase in Receivable for Investments Sold                      -      (10,557,728)
 Decrease in Other Accrued Liabilities                       (6,527)         (17,112)
 (Decrease) Increase in Fund Administration
    Expenses Payable                                        (29,151)          42,970
 (Increase) Decrease in Prepaid Expenses                     (3,967)           2,755
 Net Change in Unrealized Depreciation on Investments    22,543,056       23,682,840
 Increase (Decrease) in Independent General Partners'
    Fees Payable                                              1,799           (1,675)
 (Decrease) Increase in Professional Fees Payable            (3,185)           8,005
    Total Adjustments                                    42,141,916       46,443,186
Net Cash Provided by Operating Activities              $ 28,438,755     $ 40,305,741



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




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<CAPTION>
                                 EQUITABLE CAPITAL PARTNERS, 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                   $1,828,320   $156,101,883   $157,930,203
Cash Distributions to Partners                            (52,625)   (28,461,100)   (28,513,725)
Reduction in Managing General Partner's
  Contribution                                   3       (207,142)             -       (207,142)
Allocation of Net Investment Income             11         41,896      4,147,666      4,189,562
Allocation of Net Unrealized Depreciation
  on Investments                                12       (225,430)   (22,317,626)   (22,543,056)
Allocation of Net Realized Gains on Investments            46,503      4,603,830      4,650,333
Partners' Capital at September 30, 1995                $1,431,522   $114,074,653   $115,506,175


                        See the Accompanying Notes to Financial Statements


</TABLE>



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<TABLE>
<CAPTION>
                                              EQUITABLE CAPITAL PARTNERS, 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.
$1,209,417      American Paper Group, Ltd., Sub. Nts. 5% due 12/31/00*  01/18/94  $   820,467   $  888,861    $  888,861
2,021 Shares    American Paper Holdings Inc., Common Stock**            01/18/94      136,903      136,903       136,903
                                                                                      957,370    1,025,764     1,025,764      0.92

                AMPEX RECORDING MEDIA CORP.
                  (Formerly 319 Holdings, Inc.)
$9,660,000      Ampex Recording Media Corp., Sr. Sub. Nt. Series A
                   14% due 07/31/99*(b)                                 12/31/90    7,052,513    7,349,917     2,415,000
$3,360,000      Ampex Recording Media Corp., Sr. Sub. Nt. Series B
                  14% due 07/31/99*(b)                                  06/28/91    2,468,723    2,551,726       840,000
$1,414,610      Ampex Recording Media Corp., Sr. Sub. Nt. Series A
                  18.4% due 07/31/99*(b)(c)                             01/31/93      676,200      676,200       155,607
$  492,038      Ampex Recording Media Corp., Sr. Sub. Nt. Series B
                  18.4% due 07/31/99*(b)(c)                             01/31/93      235,200      235,200        54,125
14.742 Warrants Ampex Recording Media Corp., Class B Common Stock       12/31/90 &
                  Purchase Warrants**(e)                                06/28/91      366,408      366,408       102,455
                                                                                   10,799,044   11,179,451     3,567,187      3.21

                LEXMARK HOLDING, INC.
$19,667,348     Lexmark International, Inc., Sr. Sub. Nts. 14.25%
                  due 03/31/01*                                         03/27/91   19,667,348   19,667,348    19,667,348
123,987 Shares  Lexington Holding, Inc., Class B Common Stock**         03/27/91   12,398,690   12,398,690    16,738,232
                                                                                   32,066,038   32,066,038    36,405,580     32.80

                PERGAMENT HOME CENTERS, INC. - Note 12
$ 3,236,800     Pergament Acq. Corp., Home Centers, Inc. Floating
                  Rate Demand Note due 07/31/00*                        10/18/91    3,236,800    3,236,800     3,236,800
380.80 Shares   Pergament Holding, Corp., Common Stock Class B**        02/28/89    8,568,000    8,568,000     2,142,000
139.0545 Shares Pergament Holding, Corp., Common Stock Class C**        02/28/89            0            0             0
                                                                                   11,804,800   11,804,800     5,378,800      4.85


                                      See the Accompanying Notes to Financial Statements.

</TABLE>




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<TABLE>
<CAPTION>
                                              EQUITABLE CAPITAL PARTNERS, 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>
                  RI HOLDINGS, INC. - Notes 10,12
$22,584,916       RI Holdings, Inc., Sr. Sub. Nts. 16% due
                    08/31/01*(a)(b)                                     04/25/94   $11,828,850  $11,828,850  $ 9,463,080
304,934 Shares    RI Holdings, Inc., Common Stock**                     09/01/89     3,049,340    3,049,340            0
212,407.91 Shares RI Holdings, Inc., Common Stock**                     Various          2,124        2,124            0
46,062.5 Shares   RI Holdings, Inc., Common Stock**                     04/25/94           461          461            0
186,879.68 Shares RI Holdings, Inc., Common Stock**                     05/09/95         1,869        1,869            0
                                                                                    14,882,644   14,882,644    9,463,080      8.53
                  TULIP HOLDING CORPORATION - Note 12
$ 8,530,088       Tulip Holding Corp., Sub. Nt.14.5% due
                    12/29/97*(a)(b)                                     12/29/89     8,499,467    8,516,694      426,504
$   428,255       Tulip Holding Corp., Sub. Nt.16.5% due
                    06/30/94*(a)(b)(c)                                  12/31/91       428,255      428,255            0
$ 1,390,676       Tulip Holding Corp., Sub. Nt.16.5% due
                    06/30/94*(a)(b)(c)                                  12/31/92     1,390,676    1,390,676            0
$   627,804       Tulip Holding Corp., Sub. Nt.16.5% due
                    06/30/94*(a)(b)(c)                                  12/31/93       627,804      627,804            0
2,843.3625 Shares Tulip Holding Corp., Series A Exchangeable
                    Pref.Stock 15%*(b)                                  12/29/89     2,843,362    2,843,362            0
153,104 Warrants  Tulip Holding Corp., Common Stock Purchase Warrants** 12/29/89        30,621       30,621            0
                                                                                    13,820,185   13,837,412      426,504      0.38

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




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<TABLE>
<CAPTION>
                                              EQUITABLE CAPITAL PARTNERS, 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>
                  UNITED STATES LEATHER HOLDINGS, INC.
$18,684,000       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 01/31/04*                                       08/06/93  $ 18,556,021 $ 18,569,686 $ 18,569,686
$    46,341       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    11/30/93        46,341       46,341            0
$   561,907       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    02/28/94       561,907      561,907            0
$   530,436       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    11/30/94       530,436      530,436            0
$   730,090       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    02/28/95       730,090      730,090            0
$   320,008       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    05/31/95       320,008      320,008            0
$   515,070       U.S. Leather Holdings, Inc., Sr. Sub. Deb. 15%
                    due 08/05/98*(a)                                    08/31/95       515,070      515,070            0
3,514.13 Shares   U.S. Leather Holdings, Inc., Sr. Sub. Pref. Stock
                    8% redeemable 03/31/01*(a)                          12/30/88     2,576,000    2,576,000            0
191,504 Shares    U.S. Leather Holdings, Inc., Jr. Sub. Pref.
                    Stock*(a)                                           08/06/93             0            0            0
191,504 Warrants  U.S. Leather Holdings, Inc., Non-Voting Common Stock
                    Purchase Warrants**                                 08/06/93       238,247      238,247            0
                                                                                    24,074,120   24,087,785   18,569,686     16.73
                USAT HOLDINGS INC.
603 Shares      USAT Holdings Inc., Common Stock**                     01/05/90 &
                                                                       12/19/91      7,229,058     7,229,058    7,229,058
                                                                                     7,229,058     7,229,058    7,229,058     6.52
                WB BOTTLING CORPORATION - Note 12
3,135 Shares    WB Bottling Corp., Preferred Stock**                   09/12/90        313,500       313,500       31,350
41,663 Shares   WB Bottling Corp., Common Stock**                      09/12/90 &
                                                                       08/11/92        169,456       169,456       16,946
                                                                                       482,956       482,956       48,296     0.04
                WSR ACQUISITION CORPORATION
$ 1,815,000     Whitlock Acq. Corp., Sr. Sub. Nt. 15% due 05/31/00*    06/13/90      1,815,000     1,815,000    1,815,000
$ 2,310,000     R&S Acq. Corp., Inc., Sr. Sub. Nt. 15% due 05/31/00*   06/13/90      2,310,000     2,310,000    2,310,000
                                                                                     4,125,000     4,125,000    4,125,000     3.72

                TOTAL INVESTMENT IN MANAGED COMPANIES                             $120,241,215  $120,720,908  $86,238,955    77.70

                                      See the Accompanying Notes to Financial Statements.

</TABLE>




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<TABLE>
<CAPTION>
                                              EQUITABLE CAPITAL PARTNERS, 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
216,593 Shares   ASR Acquisition Corp., Common Stock(d)                 04/14/89    $    34,056   $    34,056   $2,057,634
3,152 Shares     ASR Acquisition Corp., Common Stock(d)                 05/22/89            505           505       29,944
                                                                                         34,561        34,561    2,087,578     1.88

                  APOLLO RADIO HOLDING CO., INC.
$1,650,000        Apollo Radio Holding Co., Inc. Sr. Sub. Nt.
                    15% due 01/01/97*                                   06/01/90      1,650,000     1,650,000    1,650,000
 57.75 Shares     Apollo Radio Holding Co., Inc., Common Stock**        06/01/90        119,942       119,942            0
 49.5 Shares      Apollo Radio Holding Co., Inc., Common Stock**        04/03/90        102,808       102,808            0
 17.8749 Warrants Apollo Radio Holding Co., Inc., Common Stock
                    Purchase Warrants**                                 04/03/90              0             0            0
                                                                                      1,872,750     1,872,750    1,650,000     1.49

                  COLOR YOUR WORLD, CORP. - Note 12
 28,000,000 Units CYW, Sr. Partnership Units**                          01/05/89     16,403,054    16,403,054            0
 500 Units        CYW, Jr. Partnership Units**                          01/05/89              0             0            0
                                                                                     16,403,054    16,403,054            0     0.00

                  MTI HOLDINGS, INC. - Notes 10,12
$915,779          MTI Holdings, Inc., Sr. Sec. Nt. 5% due 08/15/99*     07/01/94        915,779       915,779      457,890
 43,436 Shares    MTI Holdings, Inc., Class B Common Stock**            07/01/94        990,000       990,000            0
                                                                                      1,905,779     1,905,779      457,890     0.41





                                      See the Accompanying Notes to Financial Statements.

</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                              EQUITABLE CAPITAL PARTNERS, 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. - Note 10
$ 9,460,000       Western Pioneer, Inc., Sr. Sub. Nts. 10% due
                    12/01/02*(b)                                      11/30/94 $  2,165,460  $  2,165,460    $  2,165,460
 162,161 Warrants Western Pioneer, Inc., Common Stock Purchase
                    Warrants**                                        11/30/94            0             0               0
                                                                                  2,165,460     2,165,460       2,165,460     1.95

TOTAL INVESTMENT IN NON-MANAGED COMPANIES                                      $ 22,381,604  $ 22,381,604    $  6,360,928     5.73

TOTAL INVESTMENT IN ENHANCED YIELD INVESTMENTS                                 $142,622,819  $143,102,512    $ 92,599,883    83.43


                                      See the Accompanying Notes to Financial Statements.

</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                              EQUITABLE CAPITAL PARTNERS, 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

$  450,000        South West Bell, 5.58% due 10/11/95                07/12/95  $    443,653    $   449,302   $    449,302
$7,100,000        October Corp., 5.775% due 10/17/95                 09/08/95     7,055,581      7,081,777      7,081,777
$3,900,000        Allomon Funding Corp., 5.75% due 10/03/95          09/19/95     3,891,279      3,898,754      3,898,754
$3,770,000        ESC Securitization, 5.73% due 10/05/95             09/22/95     3,762,199      3,767,600      3,767,600
$3,200,000        Ford Motor Credit, 5.74% due 10/12/95              09/27/95     3,192,347      3,194,388      3,194,388

                  TOTAL INVESTMENT IN COMMERCIAL PAPER                           18,345,059     18,391,821     18,391,821   16.57



                  TOTAL TEMPORARY INVESTMENTS                                  $ 18,345,059   $ 18,391,821   $ 18,391,821   16.57
                  TOTAL INVESTMENT PORTFOLIO                                   $160,967,878   $161,494,333   $110,991,704  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, 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               -         $    -         $82,743(A)      $82,743

Total Net Realized Gains for the
  Three Months Ended March 31, 1995                                               -          82,743          82,743


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

Haddon
  Common Stock                              08/09/95              -               -          54,118(A)       54,118
Polaris Pool Systems
  Common Stock                              08/09/95              -               -          16,245(A)       16,245
ASR Acquisition Corp.
  Series B Subordinated 13.5% Notes         08/03/95   3,045,312          3,045,312       3,106,218          60,906
J.P. Foodservice, Inc.
  Common Stock                              09/15/95     507,490          4,390,261       8,344,264       3,954,003
Multi-Turf
  Common Stock                              09/30/95         152.46          39,312         521,630         482,318

Total Net Realized Gains for the
  Three Months Ended September 30, 1995                                   7,474,885      12,042,475       4,567,590

Total Net Realized Gains for the
  Nine Months Ended September 30, 1995                                   $7,474,885     $12,125,218      $4,650,333


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



                                      See the Accompanying Notes to Financial Statements.

</TABLE>


<PAGE>


2078.LBO-33
                        EQUITABLE CAPITAL PARTNERS, 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 Fund's 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 Fund will terminate on October
13, 1998, subject to the right of the Independent General Partners to extend the
term of the Fund for up to two additional one year periods, after which the Fund
will liquidate any remaining investments within five years.

2.  Significant Accounting Policies

    Basis of Accounting

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


<PAGE>


    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  Fund.  In
connection with such determination, the Managing General Partner has established
a  valuation  committee  comprised  of senior  executives  to assess  the Fund's
portfolio and make  recommendations  regarding the value of the 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 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 value of these  investments,  there are
inherent limitations in any valuation technique involving securities of the type
in which the Fund invests.  Therefore,  the fair values  resented herein are not
necessarily  indicative  of the amount which the 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.

    Payment-In-Kind Securities

    All  payment-in-kind  securities  received in lieu of cash interest payments
from the 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 Fund's partners  ("Partners") for inclusion in their respective
tax returns.


<PAGE>


    Investment Transactions

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

    Temporary Investments - The 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 Fund's  Amended and Restated
Agreement of Limited Partnership,  Alliance Corporate, as the successor Managing
General Partner of the Fund, has contributed a non-interest  bearing  promissory
note  (the  "Note")  to the 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 $207,142 reduction of the principal amount of the Note. The promissory note of
Equitable  Capital was cancelled upon the  contribution of Alliance  Corporate's
note.

4.  Capital Contributions

    On October 13,  1988,  the Fund closed the  initial  public  offering of its
units of Limited Partner  interests  ("Units").  Equitable  Capital,  the Fund's
Managing General Partner at that time, accepted  subscriptions for 284,611 Units
and admitted 18,288 Limited Partners.

    The Limited Partners' total capital  contributions were $283,873,400,  after
giving  effect to volume  discounts  allowed of  $737,600.  Equitable  Capital's
aggregate  capital  contribution  was in the  form of a  promissory  note in the
principal amount of $2,641,469.  On July 22, 1993,  Equitable Capital's note was
cancelled 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 $261,531,542.

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


<PAGE>


5.  Sales, Marketing and Offering Expenses and Sales Commissions

    The Fund  expended a total of $535,631  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 totalled $951,683.

    The Fund also paid $2,098,311 for the  reimbursement  of offering  expenses.
These expenses,  along with the offering expenses of the Retirement Fund and the
organizational  expenses  of the  Funds,  may not exceed  $6,000,000.  Aggregate
offering and  organizational  expenses for the Funds  totalled  $4,711,806 as of
September 30, 1995.

    For their  services as selling  agent,  the Fund paid sales  commissions  to
Merrill Lynch, Pierce, Fenner & Smith Incorporated in the amount of $19,185,170,
of which Equico Securities  Corporation,  an affiliate of Equitable  Capital,  a
related party, received $317,150 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 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 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 Fund,  Alliance  Corporate has not received any Deductible  Fees.
Alliance Corporate is a related party of the Fund.

    The Investment Advisory Fee is calculated and paid quarterly in advance. The
Investment  Advisory  Fees paid by the Fund for the nine months ended  September
30, 1995 and 1994 were  $1,104,449 and  $1,414,011,  respectively.  The decrease
from 1994 to 1995  Investment  Advisory  Fees is due  primarily to the return of
capital to Limited  Partners,  which reduced the Fund's  Available  Capital,  on
which the Investment Advisory Fee is based.

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 Fund
administrator,  is entitled to receive from the Funds an annual  amount equal to
the  greater  of the (l)  Minimum  Fee and (ll) 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 Fund  Administration Fee
is calculated and paid quarterly in advance.  The Fund  Administration Fees paid
by the Fund for the nine months ended  September 30, 1995 and 1994 were $683,070
and $744,675, respectively.


<PAGE>


    In addition  to the 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 Fund
incurred Administrative Expenses of $137,345 and $421,435,  respectively,  which
consisted primarily of printing,  audit and tax return preparation and custodian
fees paid for by MLFAI on behalf of the 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 Fund in addition
to $500  for each  meeting  attended  and  reimbursement  for any  out-of-pocket
expenses. In accordance with the 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 Fund  incurred
$128,469 and $130,518,  respectively,  of Independent General Partners' Fees and
Expenses.

9.  Related Party Transactions

    For the nine months  ended  September  30, 1995,  the Fund paid  expenses of
$34,192  as  reimbursement  for  amounts  paid for legal  services  provided  by
Equitable Life in connection with the Fund's Enhanced Yield Investments. For the
nine months  ended  September  30,  1994,  the Fund paid  expenses of $54,289 as
reimbursement  for legal services  provided by Equitable Life in connection with
the Fund's Enhanced Yield Investments.  The Fund is paying Alliance Corporate an
Investment  Advisory Fee for its services as described in Note 6.  Additionally,
the Fund paid  sales  commissions  to Equico  Securities,  a related  party,  as
described in Note 5.

10. Investment Transactions

    The Fund is invested primarily in Enhanced Yield Investments,  also known in
the securities industry as "high yield securities".  The securities in which the
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.


<PAGE>


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

    On August 3, 1995,  the Fund sold its American  Safety Razor  Company  13.5%
Series B  Subordinated  Notes for $3,106,218 and recognized a gain of $60,906 on
the sale.

    On August 9, 1995, the Fund received an additional  $16,245 and $54,118 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 Fund sold its  common  stock  investment  in JP
Foodservice,  Inc.  for  $8,344,264,  which  resulted  in a gain to the  Fund of
$3,954,003.

    During the three months ended  September 30, 1995,  the Fund received  total
proceeds  of  $521,630  from  Multi-Turf  as paydown of the equity  held,  which
resulted in a gain of $482,318 to the Fund.

    During the three months ended  September 30, 1995, the Fund received a total
of $236,500 and $9,354 from Western Pioneer and MTI Holdings,  respectively,  as
principal paydowns of the senior notes held by the 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.

    As of September 30, 1995, the Fund had investments in ten Managed  Companies
(a Managed  Company is one to which the Fund,  the Managing  General  Partner or
other  persons  in  the  Fund's  investor  group  make  significant   managerial
assistance  available) and five Non-Managed  Companies (a Non-Managed Company is
one to which such assistance is not provided) totalling $142,622,819  (including
$3,557,850  capitalized  cost  of  payment-in-kind  securities),  consisting  of
$87,048,415  in senior notes and  subordinated  notes,  $5,732,862  in preferred
stock and purchase  warrants,  $33,438,488 in common stock and purchase warrants
and $16,403,054 in partnership interests.

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;


<PAGE>


    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 Fund  recorded  net
unrealized depreciation on Enhanced Yield Investments of $22,543,056 compared to
$23,682,840 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
$4,284,000.

    The RI Holdings, Inc. common stock purchased on May 9, 1995 was valued at 
zero, resulting in unrealized depreciation of $1,869 to the Fund.

    Due to an increase in the quoted market price of JP Foodservice common stock
held by the Fund at June 30, 1995, the Fund recorded unrealized  appreciation of
$2,169,520. 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,  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  $1,221,283 to the
Fund.  Due to principal  paydowns  during the three months ended  September  30,
1995, $2,338 of unrealized depreciation was reversed.

    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 $2,132,522
to the 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 Fund were written down from 100% to 10% of cost,  resulting in total
unrealized depreciation of $434,660 to the Fund.

    On June 30, 1995,  Color Your World,  Corp.  senior  partnership  units were
written  down  from  100% to  zero,  resulting  in  unrealized  depreciation  of
$3,280,610 to the Fund.

    Due to the sale of the common stock  investment in JP  Foodservice,  Inc. on
September 15, 1995,  the Fund reversed the unrealized  appreciation  recorded of
$2,004,108.

    Due to the  decline in the quoted  market  price of  American  Safety  Razor
common stock,  the Fund recorded total  unrealized  depreciation  of $933,916 at
September 30, 1995.


<PAGE>


    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 $3,464,731 to the 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 $5,022,252 to the 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
$228,945 to the 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
$1,706,018 to the 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 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 Fund,  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 Fund's partners for inclusion in their respective tax returns.

    Pursuant to Statement of Financial Accounting Standards No. 109 - Accounting
for Income Taxes,  the Fund is required to disclose any  difference  between the
tax bases of the Fund's assets and  liabilities  versus the amounts  reported in
the  Financial  Statements.  Generally,  the  tax  bases  of the  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  Fund's  assets was  greater  than the  amounts  reported  in the  Financial
Statements  by  $51,780,054.   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.


<PAGE>


14. Subsequent Events

    On October 26,1995, Apollo Radio paid in full the 15% Subordinated Note held
by the Fund plus all accrued interest.  Total proceeds received were $3,513,365,
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 $12,660,532 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
$12,631,036  or $44.38 per Unit (of which  $4,815,618  is capital  returned from
investments  in  the  third  quarter  of  1995).  On  a  per  Unit  basis,  this
distribution to Limited  Partners  includes $17.20 of realized gains,  $10.26 of
income from  operations  and $16.92 of return of capital.  The Managing  General
Partner's  one percent  allocation  of  $127,586  was reduced by its one percent
allocation of realized  gains and capital  returned from  investments of $98,091
(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 $29,495.


<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 Fund  completed  the initial  public  offering of
Units,  admitting 18,288 Limited  Partners who purchased  284,611 Units. The net
proceeds  available  for  investment  by  the  Fund  after  such  offering  were
$261,499,657  after volume  discounts,  sales  commissions  and  organizational,
offering, sales and marketing expenses.

Investments

    During the nine months ended  September 30, 1995,  the Fund made a follow-on
investment  in  RI  Holdings,  Inc.  Under  the  terms  of  RI  Holdings  senior
subordinated  notes,  the 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 Fund
purchased 186,880 shares of RI Holdings common stock.

    As of  September  30,  1995,  the  Fund  had a total  of 15  Enhanced  Yield
Investments  at a  net  cost  of  $142,622,819  (inclusive  of  the  receipt  of
securities having a capitalized cost of $3,557,850  received as  payment-in-kind
interest on certain Enhanced Yield Investments).

Proceeds from Investments

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

    On March 22, 1995,  the Fund received  $82,743 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 Fund received a total
of $709,500 and $27,814 from Western Pioneer and MTI Holdings,  respectively, as
principal  paydowns  of the senior  notes held by the 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 Fund sold its American  Safety Razor  Company  13.5%
Series B  Subordinated  Notes for $3,106,218 and recognized a gain of $60,906 on
the sale.

    On August 9, 1995, the Fund received an additional  $16,245 and $54,118 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 Fund sold its  common  stock  investment  in JP
Foodservice,  Inc.  for  $8,344,264,  which  resulted  in a gain to the  Fund of
$3,954,003.



<PAGE>


    During the nine months ended  September 30, 1995,  the Fund  received  total
proceeds of $521,630 from Multi-Turf which resulted in a gain of $482,318 to the
Fund.

    The  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 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.

    All cash dividends, interest and other income received by the Fund in excess
of expenses of operation and reserves for expenses and certain  investments  and
liabilities are distributed to the Limited  Partners of the 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 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 Fund is invested primarily in Enhanced Yield Investments,  also known in
the securities industry as "high yield securities".  The securities in which the
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 Fund cannot eliminate its risks  associated with  participation
in Enhanced Yield Investments,  it has established risk management policies. The
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 Fund's investment  guidelines or that have otherwise been approved
by the Independent General Partners.

    Fund investments are measured against specified Fund investment and
performance  guidelines.  To limit the  exposure  of the  Fund's  capital in any
single  issuer,  the Fund limits the amount of its  investment  in a  particular
issuer.  The 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 $525,931  and for the nine months ended  September  30,  1995,  it
decreased  by $698,184 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 Fund had
investment  income of $2,051,759 and  $6,293,387,  respectively,  as compared to
$1,722,156  and  $7,690,499,  respectively,  for the same  periods in 1994.  The
decrease in 1995 investment income of 18% was primarily due to a decrease in the
amount of accrual status debt  securities  held by the 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 Fund incurred expenses of $627,131 and $2,103,825 for the three and nine
months  ended  September  30,  1995,  respectively,  as compared to $823,459 and
$2,802,753  for the same periods in 1994.  The decrease in the 1995  expenses of
$698,928 was primarily  due to a decrease to  Investment  Advisory Fees and Fund
Administration Fees and Expenses paid and the Valuation Expenses incurred by the
Fund. The Fund's major expenses consist of the Investment Advisory Fee, the Fund
Administration  Fees and Expenses and  Independent  General  Partners'  Fees and
Expenses.

    The Fund  experienced a decrease in net assets resulting from operations for
the nine  months  ended  September  30,  1995 in the  amount of  $11,997,143  as
compared to a decrease of $6,137,445  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 $4,189,562,  net realized gains of $4,650,333 offset
by a net change in unrealized  depreciation of  $20,837,038.  For the comparable
period in 1994,  the  decrease  in net assets was  comprised  of net  investment
income of $4,887,746,  net realized gains of $12,657,649  offset by a net change
in unrealized  depreciation of $23,682,840  (see Statements of Operations in the
Financial  Statements).  The realized  gains recorded for the nine months ending
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 Western
Pioneer, Pergament, Ampex Recording Media and Tulip Holding Corp.

    For the three months  ended  September  30, 1995 and 1994 the Fund  incurred
Investment  Advisory Fees of $338,234 and $441,324,  respectively.  For the nine
months ended September 30, 1995 and 1994, the Fund incurred  Investment Advisory
Fees of $1,104,449 and $1,414,011,  respectively  (as described in Note 6 to the
Financial Statements).  The decrease in the Investment Advisory Fees is due to a
decrease in the Fund's Available Capital on which the Investment Advisory Fee is
based, resulting primarily from redemptions of debt obligations held by the Fund
(which is a component of Available Capital).



<PAGE>


    The 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  $237,577  and  $285,304,  respectively,  and for  the  nine  months  ended
September  30, 1995 and 1994 were  $820,415 and  $1,166,110,  respectively.  The
decrease  from 1994 to 1995 of  $345,695 is  primarily  due to a decrease in the
Administrative  Expenses  reimbursed to the Fund Administrator  under the Fund's
Administrative  Services  Agreement.  During the nine months ended September 30,
1995 and 1994, the Fund incurred a total of $137,345 and $421,435, 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 Fund.

    Independent  General  Partners' Fees and Expenses incurred for the three and
nine  months  ended  September  30,  1995 and 1994 were  $38,000  and  $128,469,
respectively and $34,231 and $130,518, respectively. The decrease of $2,049 from
1994 to 1995  was  mainly  due to a  decrease  in  legal  fees  incurred  by the
Independent General Partners.

    The Fund incurred  Professional Fees of $7,570 and $37,257 for the three and
nine months ended September 30, 1995,  respectively.  Professional Fees incurred
for the same  periods  in 1994  were  $54,898  and  $62,601,  respectively.  The
decrease  from 1994 to 1995  reflects  the  decrease  in amounts  reimbursed  to
Equitable Life for legal services. (See Note 9 to the Financial Statements).

Unrealized Appreciation/Depreciation and Non-Accrual of Investments

    The General  Partners of the Fund determine,  on a quarterly basis, the fair
value  of  the  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 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 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 value of these investments, there are inherent limitations in any valuation
technique involving securities of the type in which the Fund invests. Therefore,
the fair values  presented  herein are not necessarily  indicative of the amount
which the Fund could realize in a current transaction.


<PAGE>


    For the  nine  months  ended  September  30,  1995,  the Fund  recorded  net
unrealized depreciation on Enhanced Yield Investments of $22,543,056 as compared
to $23,682,840 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
$4,284,000.

    The RI Holdings, Inc. common stock purchased on May 9, 1995 was valued at 
zero, resulting in unrealized depreciation of $1,869 to the Fund.

    Due to an increase in the quoted market price of JP Foodservice common stock
held by the Fund at June 30, 1995, the Fund recorded unrealized  appreciation of
$2,169,520. 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,  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  $1,221,283 to the
Fund.  Due to principal  paydowns  during the three months ended  September  30,
1995, $2,338 of unrealized depreciation was reversed.

    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 $2,132,522
to the 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 Fund were written down from 100% to 10% of cost,  resulting in total
unrealized depreciation of $434,660 to the Fund.

    On June 30, 1995,  Color Your World,  Corp.  senior  partnership  units were
written  down  from  100% to  zero,  resulting  in  unrealized  depreciation  of
$3,280,610 to the Fund.

    Due to the sale of the common stock  investment in JP  Foodservice,  Inc. on
September 15, 1995,  the Fund reversed the unrealized  appreciation  recorded of
$2,004,108.

    Due to the  decline in the quoted  market  price of  American  Safety  Razor
common stock,  the Fund recorded total  unrealized  depreciation  of $933,916 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 $3,464,731 to the 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 $5,022,252 to the 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
$228,945 to the 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
$1,706,018 to the Fund.


<PAGE>


    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 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 Fund recorded
net realized gains of $4,567,590 and $4,650,333,  respectively,  on transactions
involving three Enhanced Yield Investments.  For the three and nine months ended
September  30, 1994,  the Fund  recorded net realized  gains on  investments  of
$5,524,430  and  $12,657,649,   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 through 4 are  herewith  omitted as the  response to 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 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 Fund holds 1,859,805 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 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 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 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.**

10.3     Credit Agreement dated as of June 27, 1989, between Equitable
         Capital Partners, L.P. and Wells Fargo Bank, N.A.***

*        Incorporated  by reference to the 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 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.


<PAGE>


***      Incorporated by reference to the Fund's  Quarterly  Report on Form 10-Q
         for the quarter  ended June 30,  1989,  filed with the  Securities  and
         Exchange Commission on August 14, 1989.

****     Incorporated  by reference to the 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, 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, 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