UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ]Form 10-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 1998
Read Instructions (on back page) Before Preparing Form. Please Print
or Type.
Nothing in this Form Shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s)to which the notification relates:
PART I - REGISTRANT INFORMATION
All-State Properties L.P.
Full Name of Registrant
Former Name if Applicable
Mailing Address:
5500 NW 69th Avenue P.O. Box 5524, Fort Lauderdale, FL 33310-5524
Address of Principal executive Officer (Street and Number)
Lauderhill, FL 33319
City, State and Zip Code
PART II - RULES 12b-25(b) and (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
The reasons described in reasonable detail in Part III of this form
could
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report or semi-annual report/portion
thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject
quarterly report/portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule
12b-25c has been attached if applicable.
SEC 1344 (9-88)
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F,
10-Q or N-SAR or portion thereof, could not be filed within the
prescribed time period.
Financial and other data necessary to complete the Registrant's form
10-Q for the fiscal quarter ended March 31, 1998 could not be compiled
within the prescribed time.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stanley Rosenthal 954 572-2112
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such
shorter period that the registrant was required to
file such reports) been filed? If answer is no,
identify report(s).
[X]Yes [ ]No
(3) It is anticipated that any significant change in
results of operations from the corresponding period
for the last fiscal year will be reflected by the
earnings statements to be included in the subject
report or portion thereof:
[ ]Yes [X]No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
All-State Properties L.P.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of
the Registrant and in the capacity and on the date indicated.
Date May 12, 1998 By Stanley Rosenthal, General
Partner
______________________________
INSTRUCTION: This form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
(1) This Form is required by Rule 12B-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
(2) One signed original and four conformed copies of this Form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act.
The information contained in or filed with the Form will be made a
matter of public record in the Commission files.
(3) A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
(4) Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly
furnished. This Form shall be clearly identified as an amendment
notification.
