TEECO PROPERTIES LP
10-Q, 1995-11-13
INVESTORS, NEC
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              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 Quarter Ended September 30, 1995
                               
                Commission file number 0-8779

                    TEECO PROPERTIES L.P.
    (Exact name of registrant as specified in its charter)

Delaware                                               13-2954060
(State or other Jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

520 Madison Avenue, New York, N.Y.                     10022
(Address of principal executive offices)               (Zip Code)

                                
Registrant's telephone number, including area code:(212) 715-0300


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 periods that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.        Yes [X]    No [ ]   


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.

Units of Limited Partnership Interest - 6,479,516 units
outstanding as of October 17, 1995.
























<PAGE>
Page 2   


INDEX

TEECO PROPERTIES L.P. and SUBSIDIARY COMPANIES


PART I.   Financial Information


Item 1.   Financial Statements (Unaudited)

          Consolidated balance sheets - September 30, 1995 and
          December 31,1994.

          Consolidated statements of operations - Three and nine
          months ended September 30, 1995 and 1994.

          Consolidated statements of partners' equity - Year
          ended December 31, 1994 and  nine months ended
          September 30, 1995.

          Consolidated statements of cash flows - Nine months
          ended September 30, 1995 and 1994.

          Notes to consolidated financial statements - September
30, 1995.


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


PART II.  Other Information

Item 1.   Legal Proceedings

Item 6.   Exhibits and Reports on Form 8-K


Signatures
















<PAGE>
Page 3
PART I - FINANCIAL INFORMATION
TEECO PROPERTIES, L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                          September 30,  December 31,
                                              1995          1994
                                          (Unaudited)      (Note)      
                                                (In Thousands)

<S>                                           <C>            <C> 
ASSETS

Cash                                         $ 119          $ 107
Certificate of deposits -- interest bearing    700            905
Other receivables                                1              2
Sundry other assets                             53             75
                                            ------         ------
         TOTAL ASSETS                        $ 873         $1,089
                                            ======         ======
LIABILITIES AND PARTNERS' EQUITY

Accounts payable, accrued expenses and sundry
   liabilities -- representing total
   liabilities                              $  65          $   91
                                           ------          ------

Partners' equity -- See accompanying              
 statement and Notes
 General partners -- 200 units                  -               -
 Limited partners -- 6,479,316 units          808             998
                                           ------          ------ 
        TOTAL PARTNERS' EQUITY                808             998
                                           ------          ------

Contingencies and other comments -- Note C         

   TOTAL LIABILITIES AND PARTNERS' EQUITY    $873         $ 1,089
                                           ======         =======  

Note:   The balance sheet at December 31, 1994 has been derived
from the audited financial statements at that date but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.

</TABLE>
See notes to consolidated financial statements. 

                                                               






<PAGE>
Page 4
PART I - FINANCIAL INFORMATION
TEECO PROPERTIES L.P.
(a Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>

                                  Three Months Ended       Nine Months Ended
                                     September 30,            September 30,   
                                    1995      1994           1995      1994
                                           (In Thousands, Except Per
                                             Partnership Unit Data)        

<S>                                 <C>       <C>            <C>        <C>   

Interest income, principally from                               
  certificates of deposit           $ 11      $ 12          $  36      $ 31

General and administrative expenses   81        95            226       264

  Net (loss)                        ($70)     ($83)         ($190)    ($233)
                                   =====     =====         ======    ======


Net (loss) attributable to:           
   General Partners                 $ -0-     $ -0-          $ -0-     $ -0-
   Limited Partners                  (70)      (83)          (190)     (233)
                                   -----     -----         ------    ------
                                    ($70)     ($83)         ($190)    ($233)
                                   =====     =====         ======    ======

Net (loss) per limited
   partnership unit
   (Based on 6,479,516 Units)    ($.0108)  ($.0128)       ($.0293)  ($.0360)
                                 =======   =======        =======   =======


</TABLE>
See notes to consolidated financial statements.



















<PAGE>
Page 5
PART I - FINANCIAL INFORMATION
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (Unaudited)
<CAPTION>

Year Ended December 31, 1994 (1) and Nine Months Ended September 30, 1995
(Unaudited)
(In Thousands, Excepted Units Outstanding)


                                   General        Limited         Total
                                   Partners'      Partners'       Partners'
                                   Equity         Equity          Equity   
                                   --------       ---------       ---------

<S>                                  <C>             <C>             <C>
Balance at January 1, 1994            $ -          $ 1,280          $ 1,280

(Charges) arising from Net (loss)       -             (282)            (282)
                                   -------        --------          -------   

Balance at December 31, 1994            -              998              998

(Charges) arising from Net (loss)       -             (190)            (190)
                                   -------        --------          -------

Balance at September 30, 1995         $ -             $808             $808
                                   =======        ========          =======  
                  
Units outstanding at December 31, 1994
   and September 30, 1995             200        6,479,316        6,479,516
                                   =======       =========        =========

</TABLE>
(1) See Note appearing on Consolidated Balance Sheets (Page 3).

See notes to consolidated financial statements.


















<PAGE>
Page 6
PART 1 - FINANCIAL INFORMATION
TEECO PROPERTIES, L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
                                                       Nine Months Ended 
                                                         September 30,
                                                        1995      1994
                                                        (In Thousands)

<S>                                                     <C>        <C>
OPERATING ACTIVITIES:
   Net (loss)
      Adjustments to reconcile net (loss) to net       ($190)    ($233)
        cash (used in) operating activities:
      Changes in operating assets:
        Decrease in other receivables and 
            sundry other assets                           23        47
                                                       -----     -----
        NET CASH (USED IN) OPERATING ACTIVITIES         (167)     (186)  
                                                       -----     -----        
INVESTING ACTIVITIES:
        (Decrease) in accounts payable, accrued expenses
            and sundry liabilities                       (26)      (60)
                                                       -----     -----
        NET CASH (USED IN) INVESTING ACTIVITIES          (26)      (60)
                                                       -----     -----
        (DECREASE) IN CASH,
           INCLUDING CERTIFICATES OF DEPOSIT            (193)     (246)

Cash and certificates of deposit at                   
     beginning of period                               1,012     1,335
                                                       -----     -----       
        CASH AND CERTIFICATES OF DEPOSIT
           AT END OF PERIOD                            $ 819   $ 1,089   
                                                      
</TABLE>
See notes to consolidated financial statements.














<PAGE>
Page 7   
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1995



NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. 
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. 
Operating results for the three and nine month periods ended
September 30, 1995 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1995.  For
further information, refer to the consolidated financial
statements and footnotes thereto included in Teeco Properties
L.P. ("Teeco" or the "Partnership") annual report on Form 10-K
for the year ended December 31, 1994.  (See Note C).


NOTE B - PARTNERS' EQUITY

Pursuant to the Limited Partnership Agreement, twenty-five
percent (25%) of Partnership income, gains, losses, deductions
and credits for each fiscal year shall be allocated among the
persons who were owners of Partnership units at the end of each
of the four fiscal quarters of such year in proportion to the
number of units held by each of them at the end of the fiscal
quarter in question.  In addition, any gain or loss of more than
$100,000 from a single transaction shall be allocated among the
Unit holders at the end of the fiscal quarter in which such gain
or loss is included in Teeco's taxable income or loss on the same
method as stated above.  

On May 14, 1993, Robert V. Tishman retired as a General Partner
of the Partnership and transferred his 70,000 General Partner
Units (approximately $21,000) to Limited Partner Units.










<PAGE>
Page 8    
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1995

NOTE C - CONTINGENCIES AND OTHER COMMENTS
(1)     In connection with Tishman Liquidating Corporation's ("TLC")
Plan of Complete Liquidation and Dissolution (the "Plan"), TLC
retained assets to liquidate certain fixed and contingent
liabilities, consisting of claims, litigation and disputed
obligations, as to which uncertainties exist.  During the period
from October 1, 1992 to February 11, 1993, TLC exhausted
substantially all of its assets and was liquidated; accordingly,
Teeco will be required to pay the remaining balance of such fixed
and contingent liabilities under an agreement with TLC in
accordance with the Plan.  The ultimate outcome of the foregoing
cannot be determined at this time.  Accordingly, no provision for
any liability that may result has been made in the accompanying
consolidated financial statements.  See Item 1 (Legal Proceedings
and Contingent Liabilities) included in Part II of this report
for a description of certain of the contingent liabilities to
which TLC and Teeco are subject.

At December 31, 1994, the independent auditor's report on Teeco's
consolidated financial statements contains an explanatory
paragraph setting forth the information mentioned above.
        
(2)     On May 14, 1993, following the retirement of Robert V.
Tishman as General Partner of Teeco, the remaining General
Partners authorized the dissolution of the Partnership pursuant
to Article 16 of the Limited Partnership Agreement.  On June 30,
1993 all the remaining assets of Teeco were to be transferred to
a Liquidating Trust and the Trustees of such Liquidating Trust,
acting solely in their fiduciary capacity as Trustees, were to
assume all liabilities of Teeco.  

On June 30, 1993 after further consideration, the General
Partners determined that it is in the best interest of the
Partnership and the Unitholders to continue the dissolution and
liquidation of the Partnership in partnership form.  Therefore,
the Partnership will continue to maintain its Unit transfer books
and the Units will continue to be registered under the Securities
Exchange Act of 1934. 











<PAGE>
Page 9
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



INTRODUCTION AND HISTORY

The Partnership commenced its business operations on October 1,
1978.  The Partnership was formed pursuant to the Plan.  TLC had
been engaged for many years in the development, construction and
ownership of office buildings.  The Partnership's principal
objective is to sell or otherwise dispose of the real properties
and other assets it acquired pursuant to the Plan and distribute
the proceeds to its holders of units.

Pursuant to the Plan, which was approved by TLC's shareholders at
the Combined Annual and Special Meeting of Shareholders held on
November 7, 1977, on September 30, 1978 TLC transferred all of
its remaining assets to the Partnership in exchange for units
representing substantially all of the outstanding interests in
the Partnership.  On September 30, 1978, TLC assigned to its
shareholders a one-unit interest in the Partnership for each
share of TLC Common Stock held of record as of the close of
business on September 29, 1978, after giving effect to trading on
that date.  Trading in TLC's common stock ceased and TLC's stock
transfer books were permanently closed at such date.
        
Effective February 11, 1993 the shareholders and the Board of
Directors of TLC approved the liquidation of TLC.

On May 14, 1993, following the retirement of Robert V. Tishman as
General Partner of the Partnership, the remaining General
Partners then authorized the dissolution of the Partnership
pursuant to Article 16 of the Limited Partnership Agreement.  On
June 30, 1993 all the remaining assets of the Partnership were to
be transferred to a Liquidating Trust (the "Liquidating Trust"),
and the Trustees of the Liquidating Trust, acting solely in their
fiduciary capacity as Trustees, were to assume all liabilities of
the Partnership.  Upon such transfer to the Liquidating Trust,
the Partnership was to close its Unit transfer books; and was to
request the National Quotation Bureau, Inc. to cease carrying
quotations of the Units.

        










                <PAGE>
Page 10
TEECO PROPERTIES L.P.
(A Limited Partnership)
AND SUBSIDIARY COMPANIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION AND HISTORY (continued)
All Unitholders of the Partnership were deemed to be beneficial
owners (the "Beneficiaries") of a pro rata share of the aggregate
beneficial interest of the Liquidating Trust (the "Beneficial
Interest").  The Beneficial Interests were to be non-transferrable
except by will, intestate succession or operation of law.
  
On June 30, 1993, after further consideration, the General
Partners determined that it is in the best interest of the
Partnership and the Unitholders to continue the dissolution and
liquidation of the Partnership in partnership form.  Therefore,
the Partnership will continue to maintain its Unit transfer books
and the Units will continue to be registered under the Securities
Exchange Act of 1934. 

RESULTS OF OPERATIONS
Interest income:  
The increases in interest income for the three and nine month
periods ended September 30, 1995 as compared to the similar
periods in 1994 are principally due to the general increase in
interest rates net of lower cash balances available for
investments.

General and administrative expenses:  
The decreases in general and administrative expenses for the
three and nine month periods ended September 30, 1995 as compared
to the similar periods in 1994 is principally due to a decrease
in payroll and related costs and legal and professional costs
incurred in winding up the business affairs of the Partnership.

FINANCIAL CONDITION
It is the opinion of management that all of the Partnership
assets which had market values in excess of the carrying values
reflected in the financial statements have already been disposed
of.  Refer to Part II, Item 7 included in the Annual Report to
the Partners for the year ended December 31, 1994.  Future
distributions by the Partnership are suspended until such time as
it can be determined that the Partnership's net worth is
sufficient to meet its exposure under various pending
litigations, etc.
        
        See Note C to unaudited consolidated financial statements.







<PAGE>
Page 11

PART II

OTHER INFORMATION



Item 1.  Legal Proceedings and Contingent Liabilities

There are no material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which
the Partnership or any of its subsidiaries is a party or of which
any of their property is the subject, except the following.

The most material of the Partnership's liabilities are
litigations and other contingent liabilities of TLC for which the
Partnership is contingently liable.  In connection with its
liquidation, TLC established a reserve fund for certain fixed and
contingent liabilities which during the period from October 1,
1992 to February 11, 1993 was substantially exhausted and TLC was
then liquidated.  In accordance with the agreement under the
Plan, the Partnership will pay any remaining TLC liabilities. 
Such agreement states, however, that none of the Partners of the
Partnership shall be personally liable for any of the liabilities
or obligations incurred by the Partnership under such agreement
(see discussion at the end of this Item for potential liabilities
of the partners).

TLC Litigation

An informal claim has been asserted against TLC as a guarantor of
the alleged obligations of a dissolved subsidiary of TLC to
advance or contribute up to $11,125,000 to a joint venture formed
to develop the building at 1166 Sixth Avenue and certain other
properties.  Counsel to TLC in the litigation believes that the
maximum amount that TLC was required to contribute was $6,125,000
and that in any event, prior advances substantially in excess of
$11,125,000 fully satisfied its obligation to make advances to
the joint venture.
        
TLC has been named as one of many defendants in numerous law
suits brought between November 1989 and September 1995 by persons
who allege injuries from exposure to asbestos at various work
sites, including some at which predecessors of TLC were involved
in construction activities.  Management of the Partnership
believes, based in part upon the advice of counsel, including the
experience of similar cases, that while the cost of resolving
these cases could be material in relation to the assets of the
Partnership, the resources of the Partnership, including
insurance coverage, will be sufficient to cover the costs of
resolving these cases and possible unasserted claims.






<PAGE>
Page 12

PART II

OTHER INFORMATION


        
Item 1.  Legal Proceedings and Contingent Liabilities


Provision for Liabilities

Under state law, the Partnership is required, prior to making any
distribution to unitholders, to pay or adequately provide for the
payment of its liabilities.  The Partnership has also agreed with
TLC that prior to distributing the proceeds of sale of any
material assets of the Partnership the Partnership will, to the
extent reasonably required at the time of such distribution,
taking into account the amounts remaining in TLC's reserve fund
and the remaining assets of the Partnership, set aside reserves
for the payment of the liabilities of the Partnership including
liabilities of TLC assumed by the Partnership.

The Partnership established a reserve fund for contingent
liabilities to supplement the TLC reserve fund which was
exhausted during the period from October 1, 1992 to February 11,
1993.  Based on (i) opinions of counsel received by the
Partnership and TLC, regarding certain of the litigations to
which TLC and/or the Partnership is a party, (ii) reports from
counsel regarding the status of other litigations, and (iii) the
General Partners' evaluation of the potential for additional
claims based on prior business operations of TLC, the General
Partners believe that the amount in the fund taken together with
the other remaining assets of the Partnership will be adequate
provision for the liabilities of the Partnership.  However, in
view of the contingent nature of such liabilities, the General
Partners cannot be certain of the sufficiency of the provision
that has been made for these liabilities.  The reserve fund of
the Partnership may be used to indemnify former officers and
directors of TLC and/or General Partners of the Partnership.

If the reserve fund of the Partnership and the remaining assets
of the Partnership were inadequate to provide for the liabilities
of TLC and the Partnership, the Unitholders of the Partnership
could be obligated to pay these liabilities to the following
extent: (i) depending on the resolution of certain unresolved
legal questions, Unitholders could be liable for the










<PAGE>
Page 13
PART II
OTHER INFORMATION
Item 1.  Legal Proceedings and Contingent Liabilities

Provision for Liabilities (continued)

return of distributions received from the Partnership and (ii) if
as a result of participation in the management of the
Partnership, a Limited Partner is treated as a general partner of
the Partnership, such Limited Partners would be generally liable
for Partnership obligations, which could be satisfied out of such
Unitholder's personal assets, except to the extent that the
liability for such obligation is limited by agreement to the
assets of the Partnership.  The sale agreement with the Purchaser
and other material agreements of the Partnership contain such a
limitation.

Possible Liability for Return of Distributions

Under the Delaware Limited Partnership Act, a limited partner may
not receive a return of any part of his contribution unless,
among other things, the remaining assets of the Partnership are
sufficient to pay all the liabilities of the Partnership,
excluding certain liabilites to partners.  Messrs. Fried, Frank,
Harris, Shriver & Jacobson have advised the Partnership that
while there is no authority directly on point, it appears that
these provisions also apply to distributions to holders of
interests in a limited partnership who have not been admitted as
limited partners.  The Partners' contributions to the Partnership
were made in the form of a transfer of assets by TLC to the
Partnership in exchange for all the outstanding Units.  The
Partnership's Certificate of Limited Partnership (the
"Certificate") states that the agreed value of the property
contributed to the Partnership by TLC is equal to the excess of
the amount at which such property was initially recorded on the
books of the Partnership over the amount at which the liabilities
of the Partnership were initially recorded on its books.  Based
on this provision in the Certificate, the Partners' contribution
would equal approximately $2.21 per unit, which was the total
Partners' Equity per Unit as reflected in the Consolidated
Balance Sheet of the Partnership and Subsidiary Companies at
October 1, 1978.  The total Partners' Equity at September 30,
1995 is $.12 per Unit.  Accordingly, counsel has advised the
General Partners that if the Partners' contributions are
determined on the basis provided in the Certificate, $2.09 of the
distributions made to Unitholders on or before September 30, 1995
and a portion of the distributions subsequent to September 30,
1995 will be treated as return of the Partners' contribution to
the Partnership.  Such counsel have also advised the General
Partners, however, that it is uncertain whether the assets of a
partnership are valued at book value or fair market value for
purpose of determining whether a distribution is a 






<PAGE>
Page 14

PART II

OTHER INFORMATION

        
Item 1.  Legal Proceedings and Contingent Liabilities


Possible Liability for Return of Distributions (continued)
        
return of the Partners' contribution.  If the amount of the
Partners' contribution was determined on the basis of the fair
market value of the Partnership's assets at the time such assets
were transferred to the Partnership, it is likely that an
additional portion of the distribution made following the closing
of the sale of assets would be treated as a return of the
Partners' contribution.  The precise amount that would be treated
as a return of the Partners' contribution would depend on fair
market value of the Partnership's assets at the time of the
transfer from TLC and the fair market value of the Partnership's
remaining assets following the sale of assets and the
distribution to Unitholders.

Possible Liability as General Partners

Limited Partners are generally not liable for the debts or losses
of a limited partnership beyond the amount of their capital
contributions.  Under  the Partnership Agreement, the General
Partners are vested with exclusive authority to manage and
conduct the business and affairs of the Partnership and Limited
Partners are entitled to vote only in limited circumstances.  The
Partnership has received an opinion from its Delaware counsel
that under Delaware Law the existence and exercise of rights
granted to the Limited Partners in the Certificate, including the
right to vote on the sale of assets and amendment to the
Partnership Agreement, will not cause the Limited Partners to be
treated as partners of the Partnership.  Any General Partner
acting alone may amend the Partnership Agreement and the
Certificate to add additional matters material to the business of
the Partnership which a General Partner may submit to a vote of
the Partners in the event of disagreement among the General
Partners, provided that such General Partners obtains an opinion
of counsel that neither the existence nor the exercise of such
voting rights will cause the Limited Partners to be liable as a
general partner for the debts of the Partnership.
        
There is uncertainty as to whether Limited Partners exercising
the powers granted to the Limited Partners by the Partnership
Agreement, including the right to vote on the proposed sale of
assets and amendment to the Partnership Agreement could, under
certain circumstances, be treated as general partners under the
laws of jurisdictions other than Delaware in which the
Partnership conducts business.  If Limited Partners were deemed
to be general partners, they would be generally liable for
Partnership obligations, which could be satisfied out of their
personal assets.  The Partnership has, however, followed






<PAGE>
Page 15

PART II

OTHER INFORMATION


Item 1.  Legal Proceedings and Contingent Liabilities


Possible liability as General Partners (continued)

a general policy of providing in all its material agreements,
including the Partnership's conditional agreement and the Sale
Agreement with the Purchaser, to pay the liabilities of TLC and
that the Partners shall not be personally liable for the
Partnership's obligation under such agreements.  Accordingly,
counsel has advised that a Limited Partner who is deemed to be a
general partner would not be personally liable for such
obligations of the Partnership.  However, counsel had advised the
General Partners that such a partner could, if assets of TLC were
deemed to have been transferred to the Partnership without fair
consideration, be liable to creditors of TLC up to the amount by
which the value of the assets of the Partnership at the time of
the initial transfer of assets of TLC to the Partnership exceeds
the value of the assets of the Partnership at the time they
become available to such creditors.  Counsel has advised the
Partnership that whether fair consideration has been given in a
particular case is a question of fact.  In their opinion it is
unlikely, however, that the transfer of assets to the Partnership
would be deemed to be without fair consideration since, in view
of the Partnership's agreement to pay the liabilities of TLC, the
transfer did not diminish the assets available to satisfy the
claims of creditors of TLC and, at the time the assets were
transferred, the Partnership did not have any liabilities other
than those assumed from TLC.  Therefore, counsel has advised that
it is unlikely that a Limited Partner of the Partnership who is
deemed to be a general partner would have any liability to
creditors of TLC in excess of distributions received by such
partner from TLC and the Partnership (plus interest).

Under the Delaware Limited Partnership Act, even if the General
Partners were deemed to have sufficiently provided for the
Partnership's liabilities by the establishment of a reserve fund,
a Unitholder receiving a distribution could be liable for a
period of one year thereafter for the return of the distribution
to the extent necessary to discharge the Partnership's
liabilities to creditors who extend credit or whose claims arose
prior to such distribution, including any liabilities in respect
of litigations and other contingent obligations of TLC, if the
distribution were deemed to have been a return of all or part of
his contribution and subsequent distributions diminished the
reserve fund to an amount insufficient to pay all the
Partnership's liabilities.  Counsel has also advised the General
Partners that while there is no authority directly on point, it
appears that this provision would also apply to distributions to
holders of interests in a partnership who have not been admitted
as limited partners.






<PAGE>
Page 16                       

PART II

OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

b)      No reports on Form 8-K have been filed during the quarter
for which this report is filed.


Signatures


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





             TEECO PROPERTIES L.P.    
             (Registrant)



Dated  November 3, 1995
             By: /S/ JERRY I. SPEYER
             Jerry I. Speyer, General Partner



Dated  November 3, 1995
             By: /S/ GARY W. ROTH                           
             Gary W. Roth, Chief Financial Officer




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE TEECO PROPERTIES
L.P. FORM 10-Q QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                                        <C>
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         119,000
<SECURITIES>                                   700,000
<RECEIVABLES>                                    1,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                53,000
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 873,000
<CURRENT-LIABILITIES>                           65,000
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     808,000
<TOTAL-LIABILITY-AND-EQUITY>                   873,000
<SALES>                                              0
<TOTAL-REVENUES>                                36,000
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               226,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (190,000)
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