MUTUAL BENEFIT COMMERCIAL PROPERTIES INCOME PARTNERSHIP LP
10-Q/A, 1996-12-05
REAL ESTATE INVESTMENT TRUSTS
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                           Form 10-Q /A-1
                              
                               
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
      Quarterly Report Pursuant to Section 13 or 15 (d) of
               the Securities Exchange Act of 1934


For the quarter ended                   Commission file number
    June 30, 1996                             0-15715


  MUTUAL BENEFIT/COMMERCIAL PROPERTIES INCOME PARTNERSHIP, L.P.
                  (Exact name of registrant as
             specified in its governing instrument)

Pennsylvania                           05-0417572
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

520 Broad Street
Newark, New Jersey                            07102
(Address of principal executive)             (Zip Code)

Registrant's telephone number, including area code: (201) 481-7813


     Indicate by a checkmark whether the registrant (1) has filed
all reports 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    .


<PAGE>

                   PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits: (27) Financial Data Schedule


                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.


MUTUAL BENEFIT/COMMERCIAL PROPERTIES
INCOME PARTNERSHIP, L.P.

By:  MB Investment Properties, Inc.
     General Partner

By:   /S/ THOMAS G. MORGAN
     Thomas G. Morgan
     Vice President and Treasurer


By:   /S/ THOMAS G. MORGAN
     Thomas G. Morgan, Principal
     Financial and Accounting Officer


Date:  December 4, 1996



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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