SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C. 20549

	FORM 8-K

	CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 13, 1996



	MANHATTAN BEACH HOTEL PARTNERS, L.P.
	(Exact name of registrant as specified in its charter)



      Delaware                  33-17274                95-4201183
(State or other jurisdiction    (Commission             (IRS Employer
   of incorporation)            File Number)            Identification No.)



3 World Financial Center, 29th Floor New York, NY
ATTN: Andre Anderson                            10285
(Address of principal executive offices)        (Zip Code)



Registrant's telephone number, including area code (212) 526-3237

Item 5. Other event:

On February 13, 1996, on behalf of the Partnership, the General Partner adopted
a resolution that states, among other things, if an actual, potential or
threatened Change of Control (as defined below) occurs, the General Partner may
pay out to partners that amount of the Partnership's cash balances not required
for its ordinary course day-to-day operations.  For purposes of the resolution,
"Change of Control" means the acquisition of, or offer or proposal to acquire,
by any third person, pursuant to one or more of a tender offer, open market
purchase or privately negotiated purchase, any equity security of the
Partnership, if after the acquisition thereof the third party would, directly
or indirectly, be a beneficial owner of more than 10% of any class of the
issued and outstanding equity securities of the Partnership; provided, however,
that any acquisition of equity securities of the Partnership approved in
advance by the General Partner shall not constitute a Change of Control.  In 
determining the amount of the distribution, the General Partner may take into
account all material factors, including without limitation, the cash needs and
liabilities of the Partnership, advice of counsel and the proposed per unit
acquisition price.  In addition, the Partnership will not be obligated to make
any distribution to any partner and no partner will be entitled to receive any
distribution until the General Partner has declared the distribution and
established a record date and a distribution date for the distribution.


	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 hereunto duly authorized.

	
			MANHATTAN BEACH HOTEL PARTNERS, L.P.
			Registrant

		By:	MANHATTAN BEACH COMMERCIAL PROPERTIES III INC.
			General Partner
			

                        By: /s/ Jeffrey C. Carter     Date: February 26, 1996
	     
                        Name:   Jeffrey C. Carter
                        Title:  Director, President and
                                Chief Financial Officer