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: December 31, 1997
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 December 31, 1997 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 February 11, 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.
