SCHEDULE 13D

            Under the Securities Exchange Act of 1934
                        (Amendment No. 2)
                                
                        Allstar Inns Inc.                        
                        (Name of Issuer)
                                
                  Common Stock, $0.01 par value                         
                   (Title Class of Securities)
                                
                             198891                         
                         (CUSIP Number)
                                
                      Craig F. Miller, Esq.
            Fried, Frank, Harris, Shriver & Jacobson
                       One New York Plaza
                    New York, New York  10004
                         (212) 859-8000

   (Name, Address and Telephone Number of Person Authorized to
               Receive Notices and Communications)
                                
                        October 12, 1995

     (Date of Event which Requires Filing of this Statement)
                                
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement
[ ].  (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.)  (See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
                                                 SEC 1746 (12-91)

 
                          SCHEDULE 13D

CUSIP No. 198891                             Page 2 of 4 Pages
                                                     
      1        NAME OF REPORTING PERSON
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               
                    Gotham Partners, L.P.    13-3700768
               
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [ ]
               GROUP*                                        (b) [ ]
                                                                 
      3        SEC USE ONLY
               
      4        SOURCE OF FUNDS*
                    WC
               
      5        CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS      [ ]
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
                            
      6        CITIZENSHIP OR PLACE OF ORGANIZATION
                    New York
               
  NUMBER OF     7   SOLE VOTING POWER
   SHARES            110,327
                    
BENEFICIALLY    8   SHARED VOTING POWER
OWNED BY EACH        0
                9   SOLE DISPOSITIVE POWER
  REPORTING          110,327
   PERSON           
    WITH       10   SHARED DISPOSITIVE POWER
                     0
                    
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
               REPORTING PERSON
                    110,327
               
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]
               EXCLUDES CERTAIN SHARES*
               
               
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
               (11)
                    11.68%
               
     14        TYPE OF REPORTING PERSON*
                    PN
               

 
     This Amendment No. 2 amends and supplements the Statement on
Schedule 13D (the "Schedule 13D") relating to the Common Stock,
$0.01 par value (the "Shares") of Allstar Inns Inc., a Delaware
corporation (the "Company"), previously filed by Gotham Partners,
L.P., a New York limited partnership ("Gotham").  Capitalized
terms used and not defined in this Amendment have the meanings
set forth in the Schedule 13D.

     Except as specifically provided herein, this Amendment does
not modify any of the information previously reported on Schedule
13D.
                             *   *   *
                                

Item 3 is hereby amended to add the following information:

Item 3. Source and Amount of Funds or Other Consideration

     The aggregate purchase price of the 32,477 Shares covered by
this Amendment No. 2 was $679,350, all of which was obtained from
the general funds of Gotham.

                             *   *   *  

Item 5 is hereby amended to add the following information:

Item 5. Interest in Securities of the Issuer

      (a) As a result of the purchases described under Item 5(c),
Gotham owns 110,327 Shares as of the close of business on October
12, 1995, representing an aggregate of approximately 11.68% of
the outstanding Shares (based upon 944,710 Shares outstanding as
of July 1, 1995, as reported in the Company's Form 10-Q for the
quarter ended June, 1995).

      (c) The table below sets forth information with respect to
all purchases of Shares by Gotham not otherwise reported.  All of
such purchases took place on the over-the-counter market.

Transaction     Number of        Price per       Aggregate
Date            Shares           Share           Price
- --------------- ---------------  --------------  --------------

9/18/95              1,000       $17.25            $   17,250
10/3/95                250       16.25                  4,063
10/5/95                700       20.25                 14,175
10/10/95             5,527       20.375               112,613
10/12/95            25,000       21.25                531,250
                  --------                          ---------
TOTAL               32,477                           $679,350

                             *   *   *
                                                                3 of 4


     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.


October 13, 1995

                    GOTHAM PARTNERS, L.P.
                    
                    By:   Section H Partners, L.P.
                          its general partner
                    
                          By: KARENINA CORPORATION,
                              a general partner of Section H Partners, L.P.
                      
                       
                          By: /s/ William A. Ackman
                              William A. Ackman
                              President
                       
                          By: DPB CORPORATION,
                              a general partner of Section H Partners, L.P.
                             
                          
                          By: /s/ David P. Berkowitz                       
                              David P. Berkowitz
                              President