BOSTON CELTICS LIMITED PARTNERSHIP
10-Q, 1997-02-14
AMUSEMENT & RECREATION SERVICES
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<PAGE>  1

                       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 Quarter Ended December 31, 1996 Commission File No. 19324


                       Boston Celtics Limited Partnership
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                  04-2936516
- --------------------------------------------------------------------------------
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                Identification Number)


    151 Merrimac Street, Boston, MA                        02114
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip code)


                                 (617) 523-6050
- --------------------------------------------------------------------------------
               (Registrant's telephone number including area code)


Indicate by checkmark  whether the registrant (1) has filed reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

                            Yes  [X]       No  [ ]

The number of Units outstanding as of December 31, 1996 was 5,096,164 of Limited
Partnership Interest.












<PAGE>  2


                         Part I - Financial Information

Item I - Financial Statements

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                                    December 31,        June 30,
                                                                                        1996              1996
                                                                                    ------------      ------------
ASSETS                                                                              (Unaudited)

<S>                                                                                 <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                                         $  11,526,626    $   5,982,128
  Marketable securities                                                                44,603,038       46,763,501
  Other short term investments                                                         48,298,120       78,723,365
  Accounts receivable (less allowance for doubtful accounts of $10,000 in
   December and in June)                                                                  986,700        3,777,729
  Deferred game costs                                                                   2,367,556
  Prepaid income taxes                                                                    532,895
  Prepaid expenses                                                                      1,020,212          656,396
                                                                                    ------------------------------
      TOTAL CURRENT ASSETS                                                            109,335,147      135,903,119

PROPERTY AND EQUIPMENT, net of depreciation of $623,439 in December and
 $526,469 in June                                                                       1,130,670        1,184,813
NATIONAL BASKETBALL ASSOCIATION FRANCHISE, net of amortization of 
 $2,082,242 in December and $2,005,120 in June                                          4,087,341        4,164,461
OTHER INTANGIBLE ASSETS, net of amortization of $41,853 in December and
 $36,621 in June                                                                          908,707          913,939
OTHER ASSETS                                                                            2,351,073        3,067,140
                                                                                    ------------------------------
                                                                                    $ 117,812,938    $ 145,233,472
                                                                                    ==============================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                             $   7,687,763    $  15,308,610
  Deferred game revenues                                                               14,373,248        4,629,704
  Ticket refunds payable                                                                  110,219          111,711
  Federal and state income taxes payable                                                                   539,325
  Notes payable                                                                        15,881,783       15,353,949
  Deferred compensation - current portion                                               1,910,977        4,345,367
                                                                                    ------------------------------
      TOTAL CURRENT LIABILITIES                                                        39,963,990       40,288,666

DEFERRED REVENUES - noncurrent portion                                                    699,871          699,871
DEFERRED FEDERAL AND STATE INCOME TAXES                                                20,100,000       20,100,000
LONG-TERM DEBT - noncurrent portion                                                    50,000,000       50,000,000
DEFERRED COMPENSATION - noncurrent portion                                             11,650,042       11,749,666
OTHER NON-CURRENT LIABILITIES                                                           6,349,377        5,875,000

<PAGE>  3


PARTNERS' CAPITAL (DEFICIT)
  Boston Celtics Limited Partnership -
    General Partner                                                                       237,868          284,422
    Limited Partners                                                                  (11,765,048)      15,688,456
                                                                                    ------------------------------
                                                                                      (11,527,180)      15,972,878
  Celtics Limited Partnership - General Partner                                           (63,586)        (92,988)
  Boston Celtics Communications Limited Partnership - General Partner                     640,424          640,379
                                                                                    ------------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)                                                     (10,950,342)      16,520,269
                                                                                    ------------------------------
                                                                                    $ 117,812,938    $ 145,233,472
                                                                                    ==============================
</TABLE>

See notes to consolidated financial statements.









































<PAGE>  4


                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                        Consolidated Statements of Income
                                    Unaudited

<TABLE>
<CAPTION>

                                                                             Six Months Ended              Three Months Ended
                                                                        ---------------------------    ---------------------------
                                                                        December 31,   December 31,    December 31,   December 31,
                                                                            1996           1995            1996           1995
                                                                        ------------   ------------    ------------   ------------

<S>                                                                     <C>            <C>             <C>            <C>
Revenues:
  Basketball regular season -
    Ticket sales                                                        $ 10,663,000   $ 11,670,000    $ 10,663,000   $ 11,670,000
    Television and radio broadcast rights fees                             7,074,000      7,185,000       7,074,000      7,185,000
    Other, principally promotional advertising                             2,893,000      2,760,000       2,893,000      2,760,000
                                                                        ----------------------------------------------------------
                                                                          20,630,000     21,615,000      20,630,000     21,615,000
                                                                        ----------------------------------------------------------

Costs and expenses:
  Basketball regular season -
    Team                                                                  11,245,000      8,543,000      11,245,000      8,543,000
    Game                                                                     713,000        787,000         713,000        787,000
  General and administrative                                               5,898,944      6,100,273       3,346,139      3,194,223
  Selling and promotional                                                  1,474,495      1,119,786       1,047,118        784,264
  Depreciation                                                                96,970         75,025          48,755         40,085
  Amortization of NBA franchise and other intangible assets                   82,352         82,352          41,176         41,176
                                                                        ----------------------------------------------------------
                                                                          19,510,761     16,707,436      16,441,188     13,389,748
                                                                        ----------------------------------------------------------
                                                                           1,119,239      4,907,564       4,188,812      8,225,252
Interest expense                                                          (3,041,773)    (2,721,108)     (1,433,226)    (1,349,298)
Interest income                                                            3,663,429      4,171,676       1,825,866      2,101,917
Net realized and unrealized gains on disposition of assets
 and investments                                                             395,356        182,506         262,287         20,910
                                                                        ----------------------------------------------------------
Income from continuing operations before income taxes                      2,136,251      6,540,638       4,843,739      8,998,781
Provision for income taxes                                                   800,000        900,000         300,000        350,000
                                                                        ----------------------------------------------------------
Income from continuing operations                                          1,336,251      5,640,638       4,543,739      8,648,781
Discontinued operations:
  Income from discontinued operations (less applicable income
   taxes of $30,000)                                                                         82,806                         30,000
  Gain from disposal of discontinued operations (less applicable
   income taxes of $17,770,000)                                                          38,330,907                       (830,000)
                                                                        ----------------------------------------------------------
Net income                                                                 1,336,251     44,054,351       4,543,739      7,848,781
Net income applicable to interests of General Partners                        42,515      1,046,032          99,757        141,549
                                                                        ----------------------------------------------------------
Net income applicable to interests of Limited Partners                  $  1,293,736   $ 43,008,319    $  4,443,982   $  7,707,232
                                                                        ==========================================================

<PAGE>  5

Per unit:
  Income from continuing operations                                     $       0.22   $       0.91    $       0.76   $       1.46
  Net income                                                            $       0.22   $       7.05    $       0.76   $       1.33
  Average units outstanding throughout the period                          6,040,569      6,164,879       5,905,760      5,866,396

</TABLE>


See notes to consolidated financial statements.

















































<PAGE>  6

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                      Consolidated Statements of Cash Flows
                                    Unaudited
<TABLE>
<CAPTION>
                                                                           For the Six Months Ended
                                                                        ------------------------------
                                                                        December 31,      December 31,
                                                                            1996              1995
                                                                        -------------     ------------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts:
  Basketball regular season receipts:
    Ticket sales                                                        $  25,023,087     $ 25,546,047
    Television and radio broadcast rights fees                              6,148,244        4,713,336
    Other, principally promotional advertising                              1,999,677        2,546,837
  Basketball playoff receipts                                                                  327,373
                                                                        ------------------------------
                                                                           33,171,008       33,133,593
Costs and expenses:
  Basketball regular season expenditures:
    Team expenses                                                          15,115,111       12,107,732
    Game expenses                                                             816,816        1,028,156
  General and administrative expenses                                      10,316,217        8,310,497
  Selling and promotional expenses                                          1,907,677        1,192,953
                                                                        ------------------------------
                                                                           28,155,821       22,639,338
                                                                        ------------------------------
                                                                            5,015,187       10,494,255
Interest expense                                                           (2,223,407)      (1,690,008)
Interest income                                                             3,288,426        4,154,761
Proceeds from league expansion                                                               4,490,673
Payment of income taxes                                                    (1,872,220)        (350,000)
Payment of deferred compensation                                           (2,807,430)      (3,373,785)
                                                                        ------------------------------
      NET CASH FLOWS FROM CONTINUING OPERATIONS                             1,400,556       13,725,896
      NET CASH FLOWS FROM DISCONTINUED OPERATIONS                                               33,205
                                                                        ------------------------------
      NET CASH FLOWS FROM OPERATING ACTIVITIES                              1,400,556       13,759,101
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of:
    Marketable securities                                                 (24,380,826)     (28,458,903)
    Short term investments                                               (388,300,000)     (37,600,000)
  Proceeds from sales of:
    Marketable securities                                                  27,051,250       23,643,373
    Short term investments                                                419,000,000       25,750,000
  Proceeds from the sale of BCBLP                                                           79,200,000
  Cash portion of net assets of Boston Celtics Broadcasting Limited
   Partnership sold                                                                         (1,602,071)
  Capital expenditures                                                        (44,558)        (410,084)
  Other receipts (expenditures)                                              (366,048)         260,754
                                                                        ------------------------------
      NET CASH FLOWS FROM INVESTING ACTIVITIES                             32,959,818       60,783,069
                                                                        ------------------------------
</TABLE>

<PAGE>  7


                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                Consolidated Statements of Cash Flows (Continued)
                                    Unaudited

<TABLE>
<CAPTION>
                                                                           For the Six Months Ended
                                                                        ------------------------------
                                                                        December 31,      December 31,
                                                                            1996              1995
                                                                        -------------     ------------

<S>                                                                     <C>               <C>
      NET CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES               34,360,374       74,542,170

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of bank borrowings                                                               (80,000,000)
  Purchase of Boston Celtics Limited Partnership units                    (22,880,000)      (1,941,450)
  Cash distributions:
    To Fox Television Stations, Inc. from Boston Celtics 
     Broadcasting Limited Partnership                                                       (7,950,131)
    To limited partners of Boston Celtics Limited Partnership              (5,935,876)      (9,697,083)
                                                                        ------------------------------
      NET CASH FLOWS USED BY FINANCING ACTIVITIES                         (28,815,876)     (99,588,664)
                                                                        ------------------------------
      NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  5,544,498      (25,046,494)
Cash and cash equivalents at beginning of period                            5,982,128       39,563,015
                                                                        ------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $  11,526,626     $ 14,516,521
                                                                        ==============================

Non-cash investing and financing activities:
  Conversion of convertible subordinated note payable for 25% 
   interest in Boston Celtics Broadcasting Limited Partnership                            $ 10,000,000
  Notes payable for acquisition of Boston Celtics Limited 
   Partnership units                                                                      $ 14,365,096
  Net non-cash assets of Boston Celtics Broadcasting Limited 
   Partnership sold                                                                       $  9,517,608
</TABLE>



See notes to consolidated financial statements.













<PAGE>  8

                   Notes to Consolidated Financial Statements
 
- --------------------------------------------------------------------------------
               BOSTON CELTICS LIMITED PARTNERSHIP AND SUBSIDIARIES
- --------------------------------------------------------------------------------
Note 1 - Boston Celtics Limited Partnership (the "Boston Celtics", "BCLP" or the
"Partnership")   a  Delaware  limited   partnership,   through  Celtics  Limited
Partnership ("CLP"),  its 99% owned limited  partnership,  owns and operates the
Boston  Celtics   professional   basketball  team  of  the  National  Basketball
Association,  and through BCCLP Holding Corporation ("Holdings"), a wholly-owned
subsidiary  of BCLP,  owns  Celtics  Capital  Corporation  ("CCC")  (which holds
investments)   and  through  Celtics   Investments   Incorporated   ("CII"),   a
wholly-owned  subsidiary  of BCLP,  and itself  owns a 99%  limited  partnership
interest in Boston Celtics  Communications  Limited Partnership  ("BCCLP") which
owned a 99% limited partnership  interest in Boston Celtics Broadcasting Limited
Partnership  ("BCBLP") until its sale on July 7, 1995.  BCBLP owned and operated
Television Station WFXT - Channel 25 ("WFXT") of Boston, Massachusetts and BCCLP
owned and operated Radio Station WEEI - 590 AM ("WEEI") of Boston, Massachusetts
until its sale on June 30, 1994.  The  General Partner of BCLP is Celtics,  Inc.
("CI"); the General Partner of CLP is Boston Celtics  Corporation  ("BCC");  and
the  General  Partner of  BCCLP is  Celtics  Communications,  Inc. ("CCI").  The
General Partners of BCLP, CLP and BCCLP  are  Delaware  corporations whose  sole
stockholders  are  Paul  Gaston,  Don  Gaston  (father  of Paul  Gaston)  and an
affiliate.  The consolidated  financial  statements  include the accounts of the
Partnership,  CLP,  Holdings,  CCC, CII and their subsidiary  partnerships.  All
intercompany transactions are eliminated in consolidation.

Note 2 - On  November  30,  1996,  the  Partnership,  through  its  wholly-owned
subsidiary CCC, acquired an aggregate of 780,000 units representing  assignments
of beneficial  ownership of limited partnership interest in BCLP. The units were
acquired from a principal  unitholder and an entity which is an affiliate of the
unitholder for an aggregate purchase price of $22,880,000,  or $29.3333 for each
unit acquired. The units acquired have been classified as treasury units and the
purchase price has been recorded as a reduction of BCLP Limited Partners Capital
(Deficit).  Upon the acquisition of the units, the principal unitholder resigned
from his  positions as Vice  Chairman of the Board and as a director of Celtics,
Inc.

Note 3 - The  unaudited  interim  consolidated  financial  statements  have been
prepared in accordance with generally accepted accounting principles for interim
financial  statements  and with  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)  necessary  for a fair  presentation  have been
included  therein.  Operating  results for interim periods are not indicative of
the results that may be expected for the full year.  Such  financial  statements
should be read in conjunction  with the  consolidated  financial  statements and
footnotes  thereto  of  Boston  Celtics  Limited  Partnership  and  Subsidiaries
included in the annual  report on Form 10-K for the year ended June 30, 1996 and
the Form 10-Q for the quarter ended September 30, 1996.

Note 4 - Revenues and costs  applicable to the regular  season are recognized in
income  proportionately  over the 82 games  played in the  regular  season.  The
excess of revenue  received or costs incurred over amounts  recognized in income
are  included  in  Deferred   game  costs  or  Deferred  game  revenues  on  the
consolidated Balance Sheets.

<PAGE>  9

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


- --------------------------------------------------------------------------------
               BOSTON CELTICS LIMITED PARTNERSHIP AND SUBSIDIARIES
- --------------------------------------------------------------------------------

General

      The Partnership had  consolidated  net income of $1,336,000,  or $0.22 per
unit,  on revenues of  $20,630,000  in the six months  ended  December 31, 1996,
compared  with  consolidated  net income of  $44,054,000,  or $7.05 per unit, on
revenues of $21,615,000 in the six months ended December 31, 1995.  Consolidated
net income in the six months ended December 31, 1995 included a gain on the sale
of  BCBLP in the  amount  of  $38,331,000  and  income  from  this  discontinued
operation of $83,000. The Partnership had consolidated net income of $4,544,000,
or $0.76 per unit, on revenues of $20,630,000 in the three months ended December
31, 1996,  compared with  consolidated  net income of  $7,849,000,  or $1.33 per
unit, on revenues of  $21,615,000  in the three months ended  December 31, 1995.
The  Partnership  had  consolidated  cash flows  from  operating  activities  of
$1,401,000 in the six months ended December 31, 1996 compared with  consolidated
cash flows from  operating  activities  of  $13,759,000  in the six months ended
December 31, 1995.

      The Boston Celtics derive revenues principally from the sale of tickets to
home games and the licensing of  television,  cable network and radio rights.  A
large portion of the Boston Celtics' annual revenues and operating  expenses are
determinable  at the  commencement  of each  basketball  season  based on season
ticket sales and the Boston Celtics'  multi-year  contracts with its players and
broadcast organizations.

      For financial  reporting  purposes,  the Boston Celtics recognize revenues
and expenses on a game-by-game  basis.  Because the NBA regular season begins in
November,  the first quarter which ends on September 30th will generally include
limited or no  revenue  and will  reflect a loss  attributable  to  general  and
administrative  expenses incurred in the quarter.  Based on the present NBA game
schedule,  the Partnership will generally recognize  approximately  one-third of
its annual regular season revenue in the second quarter,  approximately one-half
of such revenue in the third  quarter and the  remainder in the fourth  quarter,
and it will recognize any playoff revenue in the fourth quarter.


Results of Operations

      The following discussion compares results of continuing  operations of the
Partnership and its subsidiaries for the six-month and three-month periods ended
December 31, 1996 with the six-month and three-month  periods ended December 31,
1995.

      The  Boston  Celtics  recognize  revenues  and  direct  expenses  for  the
basketball operations ratably over the regular season games played.






<PAGE> 10

      Revenues from ticket sales recognized in income decreased $1,007,000 or 9%
in the six-month and  three-month  periods ended December 31, 1996,  compared to
the same periods in 1995,  as a result of decreased  ticket sales  ($612,000) as
well as the result of the team having  played one fewer game in the period ended
December 31, 1996 than in 1995 ($395,000).  Ticket prices were not increased for
the 1996-1997 season.

      Television  and radio revenues  decreased  $111,000 or 2% in the six-month
and three-month periods ended December 31, 1996, compared to the same periods in
1995 as a result of the team  having  played one fewer game in the period  ended
December 31, 1996 than in 1995  ($262,000),  partially  offset by an increase in
revenue  from the  national  network  and  cable  television  rights  agreements
($151,000).

      Other regular season  revenues  increased  $133,000 or 5% in the six-month
and three-month  periods ended December 31, 1996 compared to the same periods in
1995 as a result of increased  promotional income ($240,000) partially offset by
the team having played one fewer game in the period ended December 31, 1996 than
in 1995 ($107,000).

      Team expenses increased $2,702,000 or 32% in the six-month and three-month
periods ended  December 31, 1996 compared to the same periods in 1995  primarily
as a result of a net increase in player compensation ($2,672,000) and other team
expenses  ($446,000),  partially offset by the team having played one fewer game
in the period ended December 31, 1996 than in 1995 ($416,000).

      Game expenses  decreased  $74,000 or 9% in the  six-month and  three-month
periods ended December 31, 1996 compared to the same periods in 1995,  primarily
as a result of a decrease in league  assessments  ($41,000)  as well as the team
having played one fewer game in the period ended  December 31, 1996 than in 1995
($26,000).

      General  and  administrative  expenses  decreased  $201,000  or 3% in  the
six-month  period ended December 31, 1996 as compared to the same period in 1995
primarily as a result of a decrease in option  expense  ($295,000).  General and
administrative expenses increased $152,000 or 5% in the three-month period ended
December  31, 1996 as compared to the same period in 1995  primarily as a result
of an increase in option expense  ($570,000),  partially  offset by decreases in
professional expenses ($275,000) and personnel costs ($119,000).

      Selling  and  promotional  expenses  increased  $355,000  or  32%  in  the
six-month  period ended December 31, 1996 and $263,000 or 34% in the three-month
period  ended  December  31, 1996 as compared to the same periods in 1995 due to
increases  in salaries  and other costs  related to  marketing  and ticket sales
($260,000  in the  six-month  period and  $186,000 in the  three-month  period),
increased  sponsorship  costs ($58,000 in the six-month period) and increases in
promotional  and other  general  marketing  expenses  ($37,000 in the  six-month
period and $77,000 in the three-month period).

      Depreciation and  amortization  expenses  increased  $22,000 or 29% in the
six-month  period ended December 31, 1996 as compared to the same period in 1995
as a result of additions to property and equipment and leasehold improvements in
leased office space and at the FleetCenter.





<PAGE> 11

      Interest  expense  increased  $321,000  or  12% in the  six  months  ended
December 31, 1996 and $84,000 or 6% in the three-month period ended December 31,
1996 compared to the same periods in 1995. The increase in the six-month  period
ended  December  31, 1996 is primarily a result of a full six months of interest
in 1996 on the August 30, 1995 notes payable  related to the  redemption of BCLP
units as compared to four months of interest in 1995  (resulting  in an increase
of $232,000 in the six-month period ended December 31, 1996).

      Interest income  decreased  $508,000 or 12% in the six-month  period ended
December 31, 1996 and $276,000 or 13% in the  three-month  period ended December
31, 1996 compared to the same periods in 1995. The decreases are attributable to
a reduced amount of available funds for short-term investment.


Liquidity and Capital Resources

      At December 31, 1996 the  Partnership  had  approximately  $12,000,000  of
available  cash,  $45,000,000 of marketable  securities and $48,000,000 of other
short term investments. In addition to these amounts, sources of funds available
to  the   Partnership   include  funds   generated  by  operations  and  capital
contributions  from partners.  These resources will be used to repay  commercial
bank borrowings and notes payable related to redeemed  partnership units and for
general partnership purposes,  working capital needs or for possible investments
or  acquisitions.  Management of the  Partnership  from time to time reviews and
evaluates investment and acquisition  opportunities on behalf of the Partnership
and  investments  or  acquisitions  may be made or  consummated  by the  General
Partner,  on behalf of the  Partnership,  at such times and upon such prices and
other  terms as the General  Partner  deems to be in the best  interests  of the
Partnership and all of its Unitholders.  Management believes that its cash, cash
equivalents  and marketable  securities  together with cash from operations will
provide  adequate cash for the  Partnership  and its  subsidiaries to meet their
cash requirements through December 31, 1997.

      During the six months ended  December 31,  1996,  a cash  distribution  of
$1.00 per unit was paid to unitholders of Boston Celtics Limited  Partnership on
December  16,  1996  (declared  November  18, 1996 to  unitholders  of record on
November  29,  1996).  During the six months  ended  December  31,  1995, a cash
distribution of $1.50 per unit was paid to unitholders of Boston Celtics Limited
Partnership on July 21, 1995 (declared June 26, 1995 to unitholders of record on
June 30, 1995).  Future  distributions will be determined by the General Partner
based,  among  other  things,  on  available  resources  and  the  needs  of the
Partnership.
















<PAGE> 12

                           Part II - Other Information


- --------------------------------------------------------------------------------
               BOSTON CELTICS LIMITED PARTNERSHIP AND SUBSIDIARIES
- --------------------------------------------------------------------------------

ITEM 6 - Exhibits and Reports on Form 8-K

         Exhibits -
Exhibit (11) - Statement re: computation of earnings per unit.

         Reports on Form 8-K -
The  Partnership  filed a Current Report on Form 8-K dated December 2, 1996 with
respect  to its  acquisition  of an  aggregate  of  780,000  units  representing
assignments  of  beneficial  ownership of limited  partnership  interests in the
Partnership.









































<PAGE> 13

                                    SIGNATURE


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



                                        BOSTON CELTICS LIMITED PARTNERSHIP
                                        (Registrant)

                                        By: Celtics, Inc., its General Partner


Dated:  February 14, 1997               By: /s/ Richard G. Pond
                                        ----------------------------------------
                                        Richard G. Pond
                                        Executive Vice President 
                                          and Chief Financial Officer

































<PAGE> 14

Exhibit (11)  - Statement Re: Computation of Earnings per Unit

<TABLE>
<CAPTION>
                                                                      Six Months Ended                Three Months Ended
                                                                ----------------------------     ----------------------------
                                                                December 31,   December 31,      December 31,    December 31,
                                                                    1996           1995              1996            1995
                                                                ------------   -------------     ------------    ------------
<S>                                                             <C>            <C>               <C>             <C>

Average units outstanding                                         5,740,512       5,936,776        5,604,860       5,641,278

Net effect of dilutive stock options based on the treasury
 stock method using average market price                            239,651         166,454          241,843         166,454
                                                                ------------------------------------------------------------
Average units outstanding                                         5,980,163       6,103,230        5,846,703       5,807,732

Units equivalent to 1% General Partnership interest of BCLP          60,406          61,649           59,058          58,664
                                                                ------------------------------------------------------------

Average units outstanding                                         6,040,569       6,164,879        5,905,760     $ 5,866,396
                                                                ============================================================

Income from continuing operations:
  Income before interests of General Partners                   $ 1,336,252    $  5,640,638      $ 4,543,740     $ 8,648,781

  Applicable to interests of General Partners of subsidiary
   partnerships                                                      29,447          48,696           54,868          73,698
                                                                ------------------------------------------------------------
                                                                  1,306,805       5,591,942        4,488,872       8,575,083

  Applicable to 1% General Partnership interest of BCLP              13,068          55,919           44,889          85,751
                                                                ------------------------------------------------------------

Applicable to interests of Limited Partners                     $ 1,293,737    $  5,536,023      $ 4,443,983     $ 8,489,332
                                                                ============================================================

Per Limited Partnership Unit                                    $      0.22    $       0.91      $      0.76     $      1.46
                                                                ============================================================

Net Income:
  Income before interests of General Partners                   $ 1,336,252    $ 44,054,351      $ 4,543,740     $ 7,848,781

  Applicable to interests of General Partners of subsidiary
   partnerships                                                      29,447         611,605           54,868          63,698
                                                                ------------------------------------------------------------
                                                                  1,306,805      43,442,746        4,488,872       7,785,083
  Applicable to 1% General Partnership interest of BCLP              13,068         434,427           44,889          77,851
                                                                ------------------------------------------------------------

Applicable to interests of Limited Partners                     $ 1,293,737    $ 43,008,319      $ 4,443,983     $ 7,707,232
                                                                ============================================================

Per Limited Partnership Unit                                    $      0.22    $       7.05      $      0.76     $      1.33
                                                                ============================================================
</TABLE>

<PAGE> 15


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  BALANCE  SHEET  OF  BOSTON  CELTICS  LIMITED  PARTNERSHIP  AND ITS
SUBSIDIARIES AS OF DECEMBER 31, 1996 AND THE RELATED  CONSOLIDATED  STATEMENT OF
INCOME FOR THE SIX-MONTH  PERIOD ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                          11,527
<SECURITIES>                                    44,603
<RECEIVABLES>                                      997
<ALLOWANCES>                                        10
<INVENTORY>                                          0
<CURRENT-ASSETS>                               109,335
<PP&E>                                           1,754
<DEPRECIATION>                                     623
<TOTAL-ASSETS>                                 117,813
<CURRENT-LIABILITIES>                           39,964
<BONDS>                                         50,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                    (10,950)
<TOTAL-LIABILITY-AND-EQUITY>                   117,813
<SALES>                                         20,630
<TOTAL-REVENUES>                                20,630
<CGS>                                                0
<TOTAL-COSTS>                                   19,511
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,042
<INCOME-PRETAX>                                  2,136
<INCOME-TAX>                                       800
<INCOME-CONTINUING>                              1,336
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,336
<EPS-PRIMARY>                                     0.22
<EPS-DILUTED>                                     0.22
        

</TABLE>


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