UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

           ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                          EXCHANGE ACT OF 1934 For the

                      Fiscal Year Ended September 30, 2000

                          Commission File Number 1-8893


                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                             59-2501059
--------------------------------                         -----------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                            Identification Number)


                2501 S. Ocean Drive Hollywood, Florida       33019
             -------------------------------------------------------
              (Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code    (305) 927-3080
                                                      ---------------


Securities registered pursuant to Section 12(b) of the Act:   None
                                                              ----

Name of Each Exchange on which Registered    None
                                             ----

Title of Each Class:       Limited Partnership Units

Securities registered pursuant to Section 12(g) of the Act:   None


Indicate by checkmark whether the registrant:

(1) has filed all  reports  required  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
YES [ X ] NO [  ]

(2) has been subject to such filing requirements for the past 90 days.
YES [ X ] NO [  ]

Indicate by checkmark if disclosure of delinquent filers pursuant to item 405 of
Regulation S-K (ss..  229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information statement incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [XX]

The  aggregate   market  value  of  the  limited   partnership   units  held  by
non-affiliates  of  Registrant  computed by reference to the last  reported sale
price of the Units  over-the-counter  on  December  29,  2000 was  approximately
$1,600,000.


<PAGE>

Item 1. Business

 (a) General Development Of Business

Royal  Palm  Beach  Colony,   Limited  Partnership  (the  "Partnership"  or  the
"Registrant")   was  organized  under  the  Delaware   Revised  Uniform  Limited
Partnership  Act. The  Partnership  is a successor  to Royal Palm Beach  Colony,
Inc.,  (the  "Predecessor  Company") a Florida  corporation  organized  in 1963.
Pursuant to a Plan of Complete Liquidation (the "Plan"), the Predecessor Company
transferred  all of its  assets,  subject  to  all  of its  liabilities,  to the
Partnership  in exchange for a number of  partnership  units  ("Units")  exactly
equal to the  number  of  shares  of  common  stock of the  Predecessor  Company
outstanding on July 11, 1985 (the "Effective Date").

On the  Effective  Date,  the Units were  distributed  to the former  holders of
common  stock of the  Predecessor  Company on the basis of one (1) Unit for each
share  of  common  stock  of the  Predecessor  Company.  The  Partnership,  as a
successor to the Predecessor  Company, has registered its Units under Section 12
(b) of the  Securities  Exchange  Act of 1934.  Under the Amended  Agreement  of
Limited  Partnership  of the  Registrant,  the term of the  Partnership  expires
December  31,  2005,  unless  extended by vote of a majority of the  partnership
units.   Trading  in   Partnership   Units  The  Units  are  currently   trading
over-the-counter under the symbol "RPAMZ."

Results of Liquidation Activities

The Partnership's  principal business has been to operate, manage and dispose of
the assets which were transferred to it on the Effective Date by the Predecessor
Company. Since the Effective Date of the Predecessor Company's liquidation,  the
Partnership has engaged in a program of asset disposition  resulting in the sale
of assets for an aggregate gross consideration of $79,314,465.

         The partnership  has declared  aggregate  distributions  of $32,520,128
($7.25) per unit since inception through December 29, 2000, including $3,364.128
($0.75 per Unit) during the fiscal year ended  September 30, 2000.  See Item 5 -
Market for the Registrant's Common Equity and Related Stockholder Matters "Prior
Distributions."

         As of December 29, 2000, the  Partnership  retained and was holding for
sale:

<PAGE>

         (1) a  50%  interest  in  3.2  acres  of  commercial  property  in  the
"Crestwood" tract in the Village of Royal Palm Beach under option for sale for a
price which would generate gross  proceeds to the  Partnership of  approximately
$400,000;

         (2) a tract of  approximately  4.54 acres in the  Village of Royal Palm
Beach zoned for multi-family residential units;

         (3) 162 lots in the  vicinity  of the Village of Royal Palm Beach zoned
for  residential  use  but  presently  the  subject  of  litigation  as  to  the
availability of building permits; and

         (4) a tract of  approximately  20 acres in the  Crestwood  multi-family
tract in the Village of Royal Palm Beach.

Factors Affecting Future Operations and Distributions

         The  availability  of cash for  distribution  in the future will depend
upon a  variety  of  factors  not  currently  determinable.  Management  has now
substantially  completed the development  and sale of most of the  Partnership's
remaining  land  in Palm  Beach  County.  Although  additional  portions  of the
Partnership's   remaining  properties  are  under  contract  of  sale,  and  the
Partnership  expects to receive  future  collections  of contingent  receivables
relating to a prior sale of a utility  plant,  it is  currently  uncertain  when
additional  cash  will  become  available  for   distribution.   See  Item  2  -
"Properties," for a discussion of potential sources of and anticipated timing of
the receipt of revenue which will affect future distributions.

(b) Financial Information About Industry Segments

    Not applicable.

(c) Narrative Description Of The Business

Regulation

Development and sales  operations of the Partnership or by potential  purchasers
of real estate from the Partnership  have been subject to regulation by a number
of local,  state and  federal  agencies  concerning  the  nature  and  extent of
improvements,  and compliance with zoning  regulations,  building codes,  health
requirements and environmental protection.  The Partnership believes that it has
been in substantial  compliance with all such laws and regulations  which affect

<PAGE>

its properties  and that it has developed the properties to the extent  required
by contract or law. If such laws or regulations are amended, in particular those
concerning environmental protection,  the cost of compliance could be increased.
Reference is made to the discussion concerning the impact of land use regulatory
issues affecting salability of certain properties remaining in Palm Beach County
in Item 2 -- Properties -- "Acreage in the Vicinity of the Village."

Competition

The real estate business conducted by the Partnership is highly competitive. The
Partnership's  sales  of  its  remaining  land  will  compete  with  surrounding
developments,  and  with  owners  of  tracts  of  land  in the  area  of all its
properties.  There  are  substantial  tracts  of  vacant  land  and  land  under
development  in the general  area of most of the  Partnership's  remaining  real
estate. These competitive considerations could affect the decisions of potential
purchasers  of the  Partnership's  remaining  properties.  The  Partnership  has
historically  marketed its properties  through direct mail  advertising to major
brokers and developers,  advertisements in major regional  newspapers and direct
contacts  between  officers  of the  Managing  General  Partner  and real estate
developers and brokers.  The  Partnership  is currently  marketing its remaining
properties  through local real estate  brokers,  including RTL Realty,  of which
Randy Rieger is a partner. Mr. Rieger served as interim Vice President and Chief
Operating  Officer  of  the  Partnership's   managing  general  partner  between
September 1995 and February 1996. Mr. Rieger currently  provides  services as an
independent consultant to the Partnership for management services in addition to
ongoing brokerage  services.  See Item 13 -- "Certain  Relationships and Related
Transactions."

Impact of General Economic Conditions

The  development  and sale of real estate occurs within a historically  cyclical
market, and is significantly influenced by general economic conditions. Sales of
tracts to builders  residential  development for commercial and are particularly
affected by the costs and  availability  of mortgage  financing and the rise and
fall of interest rates in general. If significant  interest rate increases occur
in the future, the real estate market could suffer as a result.

<PAGE>

Personnel:

As of December 29, 2000, Stein Management Company, Inc.  ("Steinco")the Managing
General  Partner,  employed 1 person,  who acts as an administrator of its books
and  records.  The  balance of the  Partnership's  affairs  are  carried  out by
independent  brokers,  contractors and other  consultants under the direction of
the Board of Directors of Steinco. See Item 10.

Office Facilities:

The  Partnership's  executive  headquarters  are located at 2501 S. Ocean Drive,
Hollywood, Florida 33019. The premises are owned by an affiliate of Hasam Realty
Limited  Partnership  ("Hasam L.P."), a general partner of the Partnership,  and
are being made available to the Partnership as an accommodation without charge.

Item 2. Properties

Palm Beach County, Florida

The Crestwood Tract

Although  the  Partnership  had  previously  sold  nearly all of its land in the
Village,  it reacquired in 1992,  through  foreclosure  of a defaulted  purchase
money mortgage, the 165 acre Crestwood Tract of undeveloped land in the Village.
When reacquired, the Crestwood Tract was zoned and preliminary approval had been
obtained for the development of 172 single-family  homesites (the "Single Family
Tract")  and 625  multi-family  units.  The  Crestwood  Tract is  bisected  by a
principal  Village  road and has  access  to all  utilities,  but was  otherwise
undeveloped  with the  exception  of the  existence  of  portions  of a drainage
system. Through December 29, 2000, all of the Crestwood Tract had been sold with
the  exception  of the 3.2 acres of  commercial  property  and the 20 acre tract
intended for multi-family residential construction described in Item 1 above.

In order to enhance the market value of the  Crestwood  Tract,  the  Partnership
obtained the rezoning of an approximately 14 acre portion of the Crestwood Tract
previously zoned for multi-family housing to permit the Partnership to develop a
14 acre shopping center site. The  Partnership  received  site-plan  approval in
mid-1996,  and  executed an  agreement  to sell the entire 14 acre portion to an
unaffiliated shopping center developer ("Purchaser") in two phases.

<PAGE>


The closing on the first phase of the  Commercial  Site,  occurred in  February,
1997, resulting in gross proceeds of approximately $1,538,757.

The second  phase  consists  of two  additional  parcels in the 14 acre  portion
rezoned as described  above,  which adjoin the shopping  center site. As to such
parcels,  the  Partnership  has agreed to accord an option to the  Purchaser  to
acquire the parcels, with the price to be paid dependent on the terms upon which
the Purchaser  leases or sells such parcels to an  unaffiliated  third party. In
such  event the  Purchaser  will pay to the  Partnership,  (i) in the event of a
lease,  a sum equal to the five times the average annual rental under the lease,
and (ii) in the event of a sale,  50% of the net proceeds of the sale;  provided
that the  Partnership is not required to accept less than $3.50 per square foot.
The purchaser is presently preparing to seek the appropriate  approvals from the
Village.  Subject to  receipt of such  approvals,  the  Partnership  anticipates
closing on one parcel in May 2001 for gross proceeds of  approximately  $250,000
but the timing of closing on the second parcel is currently uncertain.

Residential Lots Within the Crestwood Tract

         As a  result  of  management's  decision  to  develop  portions  of the
Crestwood  Tract,  the Partnership  re-planned the  configuration  of the entire
tract.  The project  included a redesign  of the Single  Family  Tract,  and the
Partnership  received  final  plat  approval  to  increase  to 198 the number of
residential  lots  for  development  for  single  family  use  (hereinafter  the
"Residential  Tract").  "Development,"  as such term is applied to single-family
lots,  entails the completion of all necessary zoning,  land use,  environmental
and  other  regulatory  procedures,   the  installation  of  roads  and  utility
connections to each lot and the provision of drainage facilities.

         Between  1995 and 1997,  the  Partnership  completed  the  off-site and
on-site improvements required for the development of 198 lots in the Residential
Tract.  Through  December 31, 2000, the Partnership had sold all of the 198 lots
in the  Residential  Tract but had  reacquired 45 such lots upon  foreclosure in
October,  1999. During the quarter ended March 31, 2000, the Company resold such
lots for gross  proceeds or $1,316,250  and net proceeds after real estate taxes
and brokerage commissions of $1,092,000.

<PAGE>


         In August 1999 the Partnership sold a substantial part of the remainder
of  the  multi-family  zoned  land  (comprising   approximately  26  acres)  for
$2,225,000 in gross proceeds, and approximately $1,886,000 in net proceeds after
costs of sale. Previously,  in November 1998, the Partnership sold 7.7 acres for
net proceeds of $288,000.

         The  Partnership  also  holds a tract  of  approximately  20  acres  pf
multi-family  zoned property in the Crestwood  multi-family tract in the Village
of Royal Palm Beach.  This property was previously the subject of two successive
contracts  of  sale,  for  amounts,   respectively,  of  $1,870,000,  which  and
$2,197,250, each of which were canceled following due diligence periods accorded
to the prospective  purchasers.  In December of 2000, the Partnership executed a
new contract of sale for this parcel,  which  contemplates a gross selling price
of $1,683,000.  The closing of this  transaction  is subject,  as were the prior
contracts, to due diligence review by the purchaser and, thereafter, to numerous
land use and other  contingencies  and the closing is therefore  not expected to
occur until approximately September, 2001.

         Proceeds  previously  received for various  sales within the  Crestwood
tract,  and proposed sale prices under  previously  canceled  contracts,  do not
necessarily  constitute  a  reliable  predictor  of the  proceeds  which  may be
anticipated  for sales of the  balance  of the  Partnership's  land  within  the
Crestwood area.

Other Acreage Within the Village of Royal Palm Beach

In March, 1993 the Partnership  reacquired a separate tract of 4.54 acres in the
Village  by  accepting  a deed in  lieu  of  foreclosure  on a  mortgage  with a
principal  balance of $300,000 (See Item 7 --"Foreclosure  Transactions").  This
parcel is bordered by a golf course and a principal  Village  road, is zoned for
approximately 80 multi-family residential units and is being offered for sale in
its present  state without  further  development.  This land is presently  being
re-marketed following cancellation of prior agreement for sale.

Utility Contingent Receivable

In 1983 the Partnership's  Predecessor Company sold to the Village of Royal Palm
Beach a water and sewage treatment system servicing the Village. Pursuant to the
agreement  of  sale  ("Utility  Contract"),  the  Predecessor  company  received
$2,510,000  on  closing,  and was  entitled  to future  payments to a maximum of

<PAGE>

$10,900,000 as future connections,  measured by consumption increases, were made
to the system over a period  ending  August,  2001.  As of  September  30, 2000,
$4,261,000  had not been  received.  The  Utility  Contract  also  provided  for
contingent extension periods aggregating not more than three additional years to
compensate for possible future  governmental  building  moratoriums or water use
restrictions.  The  Partnership's  consultants have advised it that the term has
been extended  through 2003 as a result of water usage  restrictions  imposed by
the South  Florida  Water  Management  District in 1990 and 1991 and  moratorium
actions  taken by the Village of Royal Palm Beach in 1985 and 1986.  The Utility
Contract  also  calls  for  payments  to  the  Partnership  equal  to 25% of any
"Guaranteed Revenues" (payment by developers to secure guaranteed allocations of
plant capacity)  collected by the Village to a maximum  payment of $500,000,  of
which $331,935was received through September,2000.

Through  December  29,  2000 the  Partnership  had  received  total  payments of
$6,639,000 in "consumption"  payments and $331,935 in Guaranteed  payments under
the Utility  Contract,  and was  entitled to receive  approximately  $548,000 in
January,  2001 in respect of the year 2000. The Utility  Contract will expire in
2003.  Since the highest  annual payment in the previous ten years was $427,000,
it is considered  extremely  unlikely that the rate of new construction or water
consumption in such area will be sufficient to enable the Partnership to receive
the  maximum  remaining  $4,261,000  in  contingent  payments  under the Utility
Contract prior to the expiration of the contingent payment term.

Acreage in the Vicinity of the Village

Substantially all of the property previously owned by the Predecessor Company in
Palm  Beach  County  outside  of  the  Village  limits,  originally  aggregating
approximately  23,800 acres,  was sold under the  Predecessor  Company's  retail
installment  sales  program,  which  terminated  prior to the  inception  of the
Partnership.  The Partnership currently retains one tract in the vicinity of the
Village.

This tract originally consisted of 208 one-acre lots located approximately eight
miles  northwest  of the  Village.  These lots have been  improved  with  graded
unpaved access roads and drainage  facilities.  One lot from this tract was sold
during 1996 for $12,000,  36 were sold in 1997 for $190,188,  and 9 were sold in
1999 for $48,155, leaving a balance of 162 lots.

<PAGE>


The timing of future sales of the land discussed  above, the manner in which the
land may be developed and therefore the ultimate realizable prices for this land
are dependent upon a complex and  interrelated  number of factors arising out of
governmental regulations concerning permissible land use.

All of such lots are subject to numerous  governmental  regulations  under which
new development may not be permitted unless adequate public  facilities (such as
roads and  drainage)  must be in place  concurrently  with the  impacts  of such
development. The Indian Trail Improvement District (formerly known as the Indian
Trail Water Control District)  prepared a drainage plan which would result in an
exemption  for  such  lots  from  further   compliance  with  such   concurrency
requirements and would allow the issuance of building permits for  single-family
residences on such lots. Such plan was opposed by other  governmental  agencies,
however,  and the Palm  Beach  County  Health  Department  originally  denied an
application for septic tank permits, due to inadequate drainage.

Following the institution of  administrative  proceedings to compel the issuance
of septic tank permits, the Partnership was successful in obtaining approval for
such permits for 3 of the 4 lots for which application was made; the 4th lot was
wetland and required  additional  mitigation.  However,  the South Florida Water
Management  District  has  refused to permit  development  to  proceed,  and the
Partnership is currently engaged in administrative proceedings to set aside such
refusal.  Numerous  additional  permits  are  required  before  building  can be
commenced, and there is no assurance that all of such permits can be obtained.

The Partnership  believes that should it eventually succeed in obtaining all the
necessary  permits  for at least  some of the  lots,  this  would  substantially
increase the value of such lots and that the aggregate  realizable  value of all
such lots will  substantially  exceed their book value of  $599,091.  Should the
Partnership be unsuccessful in overturning the  administrative  denial of septic
tank  permits,  the  Partnership  may  elect to  pursue  other  legal  remedies,
including a possible claim for "inverse condemnation." There can be no assurance
that any such litigation would be successful.

Another tract,  consisting of  approximately  470 acres,  and which  contained a
significant  amount of  wetlands,  was sold in  August,  1999 for  approximately
$1,350,000  to the  Nature  Conservancy  on behalf  of Palm  Beach  County.  The
aforesaid amount does not include approximately $345,600 of "mitigation credits"
granted to the Partnership in connection which such transaction  which increased

<PAGE>

the value of two other tracts of land held by the Partnership,  one of which was
sold in August of 1999.

Another tract in the vicinity of the Village the  Partnership  previously held a
involved a disputed claim to  approximately  24 acres of undeveloped  land. This
claim had not originally been accorded value on the Partnership's  balance sheet
and was considered to have little or no value.  During 1994, in connection  with
the resolution of this claim with  adjoining  land owners,  and in order to give
value to such  claim,  the  Partnership  relinquished  a portion  of its  claim,
acquired five  adjoining  acres for $141,879,  and executed a joint  development
agreement with one of such adjoining  landowners  relating to the  Partnership's
acreage and such landowner's acreage  (comprising  approximately 22 acres in the
aggregate  of which  the  Partnership  now owns  approximately  12  acres).  The
Partnership and the joint developer thereafter entered into an agreement to sell
the entire combined parcel.  After several closing extensions  required in order
to obtain various  governmental agency approvals,  this parcel was sold in April
1999 for gross proceeds of $968,000 and net cash proceeds after  commissions and
expenses of $833,000.

Item 3. Pending Legal Proceedings.

There are no pending  legal  proceedings,  other  than  routine  and  immaterial
litigation incidental to its business, to which the Partnership is a party or to
which its property is subject.

Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.

                                     PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters

The Units currently trade on the over-the-counter market (Symbol RPAMZ).

The  following  table  sets  forth,  for the fiscal  periods of the  Partnership
indicated,  the reported high and low closing prices for the Partnership's Units
in over-the-counter trading during the fiscal years ended September 30, 1999 and
2000. The  Partnership's  Units were held by approximately  325 holders of as of
December 31, 2000. Based on its tax records,  including  beneficial  owners, the
Partnership  believes that there were a total of approximately  359 unit holders
as of such date.

<PAGE>


Fiscal Year Ended: September 30, 1999

Quarter           High             Low
-------           ----             ---
First            27/32           23/32
Second           31/32           23/32
Third            31/32           23/32
Fourth           1 3/16         49/64

Fiscal Year Ended: September 30, 2000

Quarter           High             Low
-------           ----             ---
First            1 1/2             1/2
Second           1 1/64            9/16
Third            1 3/8             3/8
Fourth           11/16             1/2

<PAGE>

Prior Distributions

The  Partnership  Agreement  requires the Managing  General  Partner to consider
quarterly whether the Partnership has Cash Available for Distribution in respect
of the  Partnership  Units,  and to make  distributions  unless the costs of the
distribution would be disproportionately  high in relation to the Cash Available
for Distribution.  "Cash Available for Distribution" in general means the excess
cash held by the  Partnership  over  anticipated  expenditures  and reserves for
anticipated  or contingent  liabilities.  The  Partnership is not a party to any
agreements  which would restrict its ability to make future  distributions.  See
Item 1 -- "Factors Affecting Future Operations and Distributions."

At the inception of the Partnership, its assets were assigned a tax basis in the
hands of the  Partnership  based  upon the net fair  market  value of the assets
transferred  from the  Predecessor  Company as  determined  by  reference to the
aggregate  market  value of the  Units at the time of  original  issuance.  Each
Unit's  pro rata  share of such net fair  market  value  resulted  in a  capital
account of $6.31 per Unit, which also became the original tax basis of each Unit
in the hands of the original Unitholders. As a result of taxable income and loss
and   distributions   since  inception,   the  capital  account  and  tax  basis
attributable  to each  Unit  which  has  remained  in the  hands of an  original
Unitholder  has been  reduced to $0.91 as of  September  30,  2000.  Each person

<PAGE>

acquiring a Unit after  inception  has a tax basis in such Unit equal to the net
price paid therefor. Such basis is thereafter increased by such Unit's allocable
share of the  Partnership's  income  and  decreased  by the  allocable  share of
taxable loss and by any cash distributions made.

A  distribution  itself is not a taxable  event  except to the  extent  that the
distribution reduces the Unitholder's basis below zero. Section 17-607(a) of the
Delaware  Revised  Uniform  Limited  Partnership  Act provides  generally that a
limited  partnership shall not make a distribution to a partner if, after giving
effect to the distribution,  all liabilities of the partnership  exceed the fair
value of its assets.  A limited  partner who  receives  such a  distribution  is
liable to the  limited  partnership  for the  amount  thereof,  but only if such
limited partner knew at the time of the distribution that distribution  violated
said Section 17-607(a).  No claim based on any such wrongful distribution may be
made more than three  years  after such  distribution.  In the normal  course of
events,  however,  the Managing  General  Partner does not  anticipate  that the
liabilities of the  Partnership  immediately  following any future  distribution
will ever exceed the fair value of its net assets.  See also "Factors  Affecting
Future Operations and Distributions" under Item 1.

The Partnership has declared and paid the following liquidating distributions:

Payment Date               Amount Per Unit
------------               ---------------
April 15, 1986               $  .25
August 15, 1986                 .35
December 15, 1986               .40
January 15, 1988                .50
July 15, 1988                   .50
January 15, 1989                .50
July 17, 1989                  1.00
September 29, 1989              .75
March 30, 1990                  .75
July 31, 1990                   .50
August 30, 1991                 .50
December 15, 1991               .25
December 16, 1992               .25
October 27, 1999                .50
February 17,2000                .25
                              -----
                               7.25
<PAGE>


Item 6. Selected Financial Data

The following is a summary of selected  financial  data (in thousands of dollars
except  as to per unit  amounts)  as of and for the  periods  ended on the dates
indicated:

                                      Fiscal Years Ended September 30,
                                   ------------------------------------
                             2000      1999        1998        1997      1996
Selected Income
         Statement Data

Revenues                    $2,058     8,412      2,170       3,107     $ 397
Net income (loss)              281     3,107       (215)        391      (690)
Income (loss)
         per unit             0.06      0.69       (.05)        .09      (.15)

Selected Balance
Sheet Data

Total assets                $2,785     5,936      4,786       5,228     5,486
Mortgage Notes Payable        -0-       -0-       1,322       1,676     2,065
Partners' equity             2,569     5,652      2,546       2,761     2,370
Cash distributions
per unit                     $0.75      -0-        -0-         -0-       -0-

Since the Partnership's sole business has been the disposition of its assets and
the distribution of proceeds to its  Unitholders,  results in any period are not
comparable with any other period and are not indicative of the results which may
be anticipated in any future period. See Item 5 -- Prior Distributions (relating
to prior returns of capital).

Item 7. Management's Discussion And Analysis Of Financial Condition And Results
        of Operations

During the fiscal year, the Partnership had gross revenues of $2,058,211 most of
which  resulted  from  land  sales,  as  compared  with  $8,411,560  in 1999 and
$2,170,116 in 1998. Net income was $280,524 in 2000 as compared with $3,106,905

<PAGE>

in 1999 and a loss of $214,676 in 1998.

The Partnership's  cash balances at any particular point depend primarily on the
timing of sales of its real  estate,  which  timing can be  affected by numerous
factors.  See Item 2.  Cash  increased  from $ 6,553 at  September  30,  1998 to
$3,113,800  at  September  30, 1999 as a result of the closing of material  land
sales.  As of December 31, 2000 cash had decreased to $710,000  principally as a
result of a distributions to Unitholders aggregating $3,364,128 during the year.
See Financial Information - Statements of Cash Flows.

During the  current  fiscal  year,  and based upon  management's  judgment  that
ordinary operating expenses will not increase, the Partnership  anticipates that
cash  flow and  liquidity  requirements  will be  satisfied  by  existing  cash,
additional  land  sales  and  contingent  utility  receipts  described  "Utility
Contingent Receipts", below.

Affect of Land Sales on Future Cash Flow

The Partnership's future revenues will depend solely upon its ability to develop
and/or sell its remaining real estate,  and upon receipts from a prior sale of a
utility plant. Total net cash flow which might become available for distribution
is  unpredictable  due to uncertain  conditions in the South Florida real estate
market  in which  the  Partnership's  remaining  real  estate  is  located,  and
competition from other owners and developers of real estate in the South Florida
market.  These  conditions  will continue to affect the realizable  value of the
Partnership's remaining land, including decisions by parties holding options on
the Partnership's land to exercise such options in whole or in part. The rate of
construction in the Village of Royal Palm Beach could also significantly  affect
future  payments  to the  Partnership  under the  contract  described  under the
caption "Utilities Contingent Receivable" under Item 2 above.

Environmental Matters

 There are no  environmental  contingencies in respect of the Partnership or its
properties.  Use of all of the Partnership's properties is subject to compliance
with state and county land use regulations  relating to  environmental  matters,
which the  Partnership  takes  into  account  in  considering  the values of its
properties.

<PAGE>


Results of Operations

                                      Fiscal Years Ended September 30
                                      --------------------------------

                                    2000            1999           1998
                                    ----            ----           ----
Sales of land, net              $1,436,000      $8,000,000      $1,706,000
Interest income                     53,000          29,000           7,000

Sale of utility system (a)         548,000         379,000         439,000
Other                               21,000           3,000          18,000
                                                ----------      ----------

Total revenues                  $2,058,000      $8,411,000      $2,170,000
                                ==========      ==========      ==========



(a) As discussed in Note 8 to the financial statements, income recognized on the
sale of the utility system varies with water consumption and other factors.

Cost of Sales

Cost of sales relates to the sales of land as discussed above.  This item varies
as a result of dissimilar profit margins and income  recognition  methods on the
various sales of land and buildings as discussed above.

Selling, Administrative and Other Expenses

Selling, general and administrative expenses were $648,442 in 1998 and increased
to $1,334,174 in 1999 and decreased to $585,085 in 2000 primarily due to changes
in sales commission  levels resulting from a material changes the volume of real
estate sales.

Interest  expense  was $89,147 in 1998 and  decreased  to $47,212 in 1999 as the
result  of  increased   sales  which  enabled  the  Partnership  to  reduce  its
indebtedness  to  zero  during  1999.  As a  result  of the  elimination  of the
Partnerships indebtedness, interest cost was zero in 2000.

<PAGE>


Property Taxes

Property tax expense  decreased  from 1998 to 1999 and from 1999 to 2000 because
of substantial sales of the Partnership's properties.

Income Taxes

The Partnership,  pursuant to the transitional grandfather rules of the Internal
Revenue Code dealing with publicly traded partnerships, reported its income as a
Partnership for taxable years through  December 31, 1997. The application of the
grandfather  rules  terminated for taxable years  commencing  after December 31,
1997. Under the Taxpayer Relief Act of 1997, a publicly traded  partnership that
is currently  governed by this  provision may elect to continue its  Partnership
tax status  beyond  December  31, 1997 by agreeing to pay an annual 3.5% Federal
Tax on its gross income for federal  income tax purposes  (principally  revenues
less tax cost of land  sold).  The  Partnership  has  elected  to  continue  its
Partnership status beyond December 31, 1997. Selling, general and administrative
expenses include federal tax of $19,980,  $70,000 and zero dollars for the years
ended September 30, 2000, 1999 and 1998, respectively.  See Note 6 the Financial
Statements included with this report.

Item 8. Financial Statements and Supplementary Data

Financial Statements and supplementary data are listed under Item 14 herein.

Item 9. Disagreements with Accountants on Accounting and Financial Disclosure

None

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The following information is provided with respect to the directors and officers
of each general partner of the Registrant.(l)

<PAGE>

<TABLE>
<CAPTION>

------------------------------ ----------------------------------- --------------------------------------

Name and Age                   Present Position With the             Other Positions
                               Registrant                            With the Registrant
------------------------------ ----------------------------------- --------------------------------------
<S>          <C>               <C>                                 <C>
Irving Cowan 68                President of Steinco                Private Investor

David B. Simpson 62            Vice President and Director of      Attorney currently in private practice
                               Steinco                             and counsel to the
                                                                   Partnership



Jack Friedland    75           Member of Friedco,LLC (1)           Private Investor

Leonard Friedland 76           Member of Friedco,LLC (1)           Private Investor

Herbert Tobin     60           Director of Steinco                 Private Investor
                               Director, Secretary
                               And Treasurer(*)of
                               Steinco

Marjorie Cowan    60           Member of Friedco,LLC (1)           Private Investor

Harold Friedland 70            Member of Friedco                   Private Investor

</TABLE>


(1)  The general partners of the Partnership are Stein Management Company,  Inc.
     ("Steinco")  and Hasam  Realty L.P.  The  general  partner of Hasam L.P. is
     Friedco, L.C., ("Friedco") a Florida limited liability company.  Friedco is
     managed  by its four  members,  Jack,  Harold  and  Leonard  Friedland  and
     Marjorie Cowan, who are brothers and sister. Irving Cowan is the husband of
     Marjorie Cowan.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the  Securities  Exchange Act of 1934 requires the officers and
directors of the general partners of the  Partnership,  and persons who own more
than ten percent of the  Partnership's  Units,  to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Such officers,
directors  and  greater  than  ten-percent   Unitholders  are  required  by  SEC
regulations  to furnish the  Partnership  with copies of all Section 16(a) forms
they file. No such forms were furnished to the  Partnership  during fiscal 1999.
Based solely on the foregoing the Partnership  believes that during fiscal 2000,
no purchases or sales of units were made requiring  compliance  with  applicable
Section 16(a) filing requirements.

<PAGE>

Item 11. Executive Compensation

During fiscal 2000 officers and directors of Steinco, the managing partner, as a
group (3 persons), earned $25,000 in cash compensation.

The Partnership Agreement provides that the Partnership will provide and pay for
all  payroll  and other  costs of Steinco (to the extent such costs are not paid
directly by the Partnership) in connection with the employment of personnel, and
the  costs of  office  space,  outside  clerical  and  professional  assistance,
equipment,  and other facilities which are ordinary and necessary to the conduct
and  management  of  the  Partnership's   affairs.   Since  1994,  however,  for
administrative  convenience,  all such  reimburseable  expenses  have  been paid
directly by the Partnership. Steinco's sole function is to serve as the Managing
General Partner and it does not conduct any other operations.

Other than the foregoing,  the Managing  General  Partner is not entitled to any
compensation  in  respect  of  the  discharge  of  its  obligations   under  the
Partnership Agreement. Hasam L.P., the other General Partner, is not entitled to
compensation  of any nature under the  Partnership  Agreement but is entitled to
reimbursement  for such expenses as it may reasonably  incur in the discharge of
its ordinary and necessary obligations as a General Partner.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth as of December 30, 2000  information  concerning
(i) all persons who are known to the  Registrant to be the  beneficial  owner of
more  than 5% of the  Units  and  (ii)  the  beneficial  ownership  of  Units of
directors and officers of each General Partner of the Registrant.

Amount Beneficially                Percent of
Name and Address                   Owned (a)                  Class
------------------                 ---------                  -----
Harold Friedland                   712,417 (1)                15.8%
636 Old York Road #210
Jenkintown, PA 19046

Jack Friedland                   1,155,834 (1)(2)             25.8%
111 Regatta Drive
Jupiter, FL 33477

<PAGE>

Leonard Friedland                1,170,196 (1)(3)             26.1%
6530 Allison Road
Miami Beach, FL 33131

Marjorie Cowan                   1,057,929 (1)(4)             23.6%
3725 S. Ocean Dr.
Hollywood, FL 33019

Samuel Friedland

Family Foundation                  637,417                    14.2%
2501 S. Ocean Dr.
Hollywood, FL 33019

Hasam Realty Limited

Partnership                         75,000                     1.7%
2501 S. Ocean Dr.
Hollywood, FL 33019

Stein Management Company            20,093             Less than 1%
2501 S. Ocean Drive
Hollywood, FL 33019

David B. Simpson                     1,460 (5)         Less than 1%
2 University Plaza #109
Hackensack, N. J. 07601

All officers and                 2,361,822                    52.7%
directors as a group
(See footnotes)

(a)  Includes  all  units as to which  owner  holds  sole or  shared  voting  or
investment power.

(1) Includes 637,417 units owned by the Samuel  Friedland Family  Foundation and
75,000 units owned by Hasam Realty Limited Partnership, of which this individual
may be deemed a controlling  person.  In the case of Harold  Friedland  does not
include  316,144  Units owned by an adult child and 65,000 Units owned by trusts
for other adult  children of which Jack Friedland is one of three  trustees.  In
the case of Leonard Friedland,  includes Units held for benefit of Mr. Friedland
and adult children of Mr. Friedland.

(2) Does not include 2,500 units owned Jack Friedland's wife.

<PAGE>


(3) Does not include 2,500 units owned by Leonard Friedland's ex-wife.

(4) Does not include 96,900 units owned by Mrs. Cowan's  husband,  Irving Cowan.
Includes  16,993  units owned by a trust for a minor child of which Mr. and Mrs.
Cowan are trustees; Includes 21,708 Units owned jointly with Mr. Cowan

(5) Does not include 20,000 Units owned by Stein  Management  Company,  of which
Mr. Simpson's wife owns 50% of the common stock.

Item 13. Certain Relationships and Related Transactions

None

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as a part of this report:

1.       Financial Statements:
2.       Independent Auditor's Report

Royal Palm Beach Colony, Limited Partnership Financial Statements:

Balance sheets as of September 30, 2000 and 1999.

Statements of income for the years ended September 30, 2000, 1999, and 1998.

Statements of partners' equity for the years ended September 30, 2000, 1999, and
1998.

Statements of cash flows for the years ended September 30, 2000, 1999, and 1998.

3.       Financial Statement Schedules:

<PAGE>

Schedule X - Supplementary Income Statement Information

Schedules  other than those listed above have been omitted  because they are not
applicable or the required  information is shown in the financial  statements or
notes thereto.

(b) Reports on Form 8-K

         None.

(c) Exhibits NOTE:

All references in this table of exhibits to "Registration  Statement"  relate to
the Registration  Statement of the Registrant on Form S-14 (file Number 2-96374)
as originally  filed with the  Securities  and Exchange  commission on March 12,
1985, as  supplemented by Amendment No. 1 filed May 23, 1985 and as effective on
June 10, 1985.

3(a)  Certificate  and  Agreement  of  Limited  Partnership  of Royal Palm Beach
Colony,   L.P.  filed  as  Exhibit  3(d)  to  the  Registration   Statement  and
incorporated herein by reference.

3(b) Restated  certificate  and Agreement of Limited  Partnership  of Royal Palm
Beach  Colony,  L.P.  included as Appendix B to the  Registration  Statement and
incorporated herein by reference.

3(c) Amended  Certificate  and  Agreement of Limited  Partnership  of Royal Palm
Beach Colony,  L.P. (filed May 21, 1985 with the Secretary of State of Delaware)
changing name to Royal Palm Beach Colony, Limited Partnership.  Filed as Exhibit
3(g) to Amendment  Number One to the  Registration  Statement  and  incorporated
herein by reference.

3(d)  Restated  Certificate  and  Agreement  of  Limited  Partnership  (revised)
included as Appendix B to  Amendment  No. 1 to the  Registration  Statement  and
filed July 11, 1985 with the  Secretary  of State of Delaware  and  incorporated
herein by reference.

3(e) Restated  Certificate of Limited Partnership dated December 16, 1986. Filed
as Exhibit 3(e) to Report on Form 10-K for the fiscal year ended  September  30,
1986 and incorporated herein by reference.

3(f) Amended and Restated  Agreement of Limited  Partnership  dated December 16,
1986.  Filed as Exhibit  3(f) to Report on Form 10-K for the  fiscal  year ended
September 30, 1986 and incorporated herein by reference.

<PAGE>


3(g)  Amendment No. 1 to Amended and Restated  Agreement of Limited  Partnership
dated  December 30,  1986.  Filed as Exhibit 3(g) to Report on Form 10-K for the
fiscal year ended September 30, 1986 and incorporated herein by reference.

3(h) Second  Amended  and  Restated  Certificate  of Limited  Partnership  dated
December 30, 1986.  Filed as Exhibit 3 (h) to Report on Form 10-K for the fiscal
year ended September 30, 1986 and incorporated herein by reference.

4(a) Form of Unit  Certificate  issued to Limited  Partners and Assignees of the
Partnership.   Filed  as  Exhibit  4  (a)  to  the  Registration  Statement  and
incorporated herein by reference.

4(b) Loan Agreement  between Royal Palm Beach Colony,  Limited  Partnership  and
Union Bank of Florida dated October 6, 1994, pertaining to loan in the amount of
$975,000. Filed as Exhibit 4(b) to the Report of the Registrant on Form 10-K for
the fiscal year ended September 30, 1995 and incorporated herein by reference.

4(c)  Correction to  description of Exhibit 4(c) filed with Report of Registrant
on Form 10-K for fiscal year ended  September 30, 1995.  Said Exhibit relates to
is a promissory  note for $27,247.83 of accrued  interest on Promissory  Note in
the amount of $500,000 filed as Exhibit 4(d) to said report on Form 10-K.  Filed
as Exhibit 4(c) to the Report of the Registrant on Form 10-K for the fiscal year
ended September 30, 1996 and incorporated herein by reference.

4(d)  Correction to  description of Exhibit 4(d) filed with Report of Registrant
on Form 10-K for  fiscal  year  ended  September  30,  1995.  Said  Exhibit is a
Promissory  note from  Registrant  to Hasam Realty  Limited  Partnership  in the
amount of  $500,000.  Filed as Exhibit 4(d) to the Report of the  Registrant  on
Form 10-K for the fiscal year ended September 30, 1996 and  incorporated  herein
by reference.

4(e)  Agreement  between  Registrant and Gerald M. Higier dated December 1, 1995
relating to purchase of 10.8 acre commercial tract. Filed as Exhibit 4(e) to the
Report of the  Registrant  on Form 10-K for the fiscal year ended  September 30,
1995 and incorporated herein by reference.

4(f) Agreement between Registrant and Gerald M. Higier dated in 1995 relating to
purchase of 24 acres.  Filed as Exhibit 4(f) to the Report of the  Registrant on
Form 10-K for the fiscal year ended September 30, 1995 and  incorporated  herein
by reference.

<PAGE>


4(g) Agreement executed August 12, 1996 between the Registrant and Lennar Homes,
Inc. relating to sale of 86 single family lots in Crestwood Unit 3 - Plat Three.
Filed as  Exhibit  4(g) to the  Report  of the  Registrant  on Form 10-K for the
fiscal year ended September 30, 1996 and incorporated herein by reference.

 4(h)  First  Mortgage  Modification  Amendment  dated  June  26,  1995  to Loan
Agreement  referred to in Exhibit  4(b).  Filed as Exhibit 4(h) to the Report of
the  Registrant  on Form 10-K for the fiscal year ended  September  30, 1996 and
incorporated herein by reference.

4(i)  Second  Mortgage  Modification  Amendment  dated  October 21, 1996 to Loan
Agreement  referred to in Exhibit  4(b).  Filed as Exhibit 4(i) to the Report of
the  Registrant  on Form 10-K for the fiscal year ended  September  30, 1996 and
incorporated herein by reference.

4 (j) Mortgage dated June 13, 1996 between Crossroads  Associates,  Ltd. and the
Registrant  pertaining to secured loan of $300,000 to the  Registrant.  Filed as
Exhibit  4(j) to the Report of the  Registrant  on Form 10-K for the fiscal year
ended September 30, 1996 and incorporated herein by reference.

4 (k)  Promissory  Note  dated  June 13,  1996 in the  amount of  $300,000  from
Registrant to Crossroads  Associates,  Ltd.  relating to Mortgage referred to in
Exhibit 4(j). Filed as Exhibit 4(k) to the Report of the Registrant on Form 10-K
for the  fiscal  year  ended  September  30,  1996 and  incorporated  herein  by
reference.

4(l) Letter Agreement dated May 23, 1996 between Randy Rieger and the Registrant
relating to  brokerage  and  consulting  services.  Filed as Exhibit 4(l) to the
Report of the  Registrant  on Form 10-K for the fiscal year ended  September 30,
1996 and incorporated herein by reference.

4(m)  Agreement  for  Purchase  and  Sale  between  the  Registrant  and TCR SFA
Apartments,  Inc. dated March 18, 1998 and First and Second  Amendments  thereto
dated  in June  and  December  of 1998,  respectively,  relating  to the sale of
approximately  21.8 acres in the Crestwood  Tract,  Filed as Exhibit 4(m) to the
Report of the  Registrant  on Form 10-K for the fiscal year ended  September 30,
1998 and incorporated herein by reference.

4(n)  Agreement  dated  December  11,  2000 for  Purchase  and Sale  between the
Registrant and Stewart Marcus,  Trustee,  relating to the sale of  approximately
21.82 acres in the Crestwood Tract, filed herewith.

<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of  Section 13 and 15(d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

ROYAL PALM BEACH COLONY,
LIMITED PARTNERSHIP

By: Stein Management Company, Inc.
Managing General Partner

By: /s/ Irving Cowan
--------------------
Irving Cowan, President


Date: January 22, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

Name     and Title

/s/ David B. Simpson
-----------------------
David B. Simpson
Director, Vice President,
Stein Management Company, Inc.


/s/ Herbert Tobin
-----------------------
Herbert Tobin
Director, Stein Management
Company, Inc.


/s/ Irving Cowan
-----------------------
Irving Cowan
Director, President,

Stein Management Company, Inc.

Dated:   January 22, 2001



<PAGE>






                             ROYAL PALM BEACH COLONY
                               LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS
                                   YEARS ENDED
                        SEPTEMBER 30, 2000, 1999 AND 1998













<PAGE>


                  Royal Palm Beach Colony, Limited Partnership

                              FINANCIAL STATEMENTS

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998




                                    CONTENTS

                                                                 Page

Independent auditors' report                                       1

Financial statements:

    Balance sheets                                                 2

    Statements of operations                                       3

    Statements of partners' equity                                 4

    Statements of cash flows                                      5-6

    Notes to financial statements                                7-12

Schedule X - Supplemental Income Statement Information            13


<PAGE>


                          Independent Auditors' Report

Partners

Royal Palm Beach Colony, Limited Partnership
Hollywood, Florida

We have  audited the  accompanying  balance  sheets of Royal Palm Beach  Colony,
Limited  Partnership  as of  September  30,  2000,  and  1999,  and the  related
statements of operations, partners' equity, and cash flows for each of the three
years in the period ended September 30, 2000. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Royal Palm Beach  Colony,
Limited  Partnership  as of September 30, 2000 and 1999,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
September 30, 2000 in conformity with generally accepted accounting principles.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements  taken as a whole.  The schedule  listed in item 14(a)3 is
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures  applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.



LEFCOURT, BILLIG, TIKTIN & YESNER, P.A.
Coral Gables, Florida



November 21, 2000

<PAGE>

                  Royal Palm Beach Colony, Limited Partnership

                                 BALANCE SHEETS

                           SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                     ASSETS

                                                                 2000            1999
                                                              ----------      ----------
<S>                                                           <C>             <C>
Cash                                                          $  812,520      $3,113,800
Utility and other receivables (Note 2)                           549,482         401,972
Property held for sale (Note 3)                                1,366,915       2,379,916
Other assets (Note 4)                                             55,994          40,621
                                                              ----------      ----------

                                                              $2,784,911      $5,936,309
                                                              ==========      ==========



                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:

      Accounts payable and other liabilities (Note 5)         $  215,551      $  283,345

Partners' equity:

      4,485,504 units authorized and outstanding               2,569,360       5,652,964
                                                              ----------      ----------

                                                              $2,784,911      $5,936,309
                                                              ==========      ==========
</TABLE>

                       See notes to financial statements

<PAGE>


                  Royal Palm Beach Colony, Limited Partnership

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                        Years ended September 30,
                                             ---------------------------------------------
                                                2000             1999              1998
                                             -----------      -----------      -----------
<S>                                          <C>              <C>              <C>
Revenues (Note 9)                            $ 2,058,221      $ 8,411,560      $ 2,170,116
                                             -----------      -----------      -----------

Costs and expenses:
    Cost of sales                              1,105,191        3,729,906        1,394,684
    Selling, general and administrative
       expenses (Notes 6 and 7)                  585,058        1,334,174          648,442
    Interest                                      47,212           89,147
    Property taxes                                87,448          193,363          252,519
                                             -----------      -----------      -----------

                                               1,777,697        5,304,655        2,384,792
                                             -----------      -----------      -----------

Net income (loss)                            $   280,524      $ 3,106,905      $  (214,676)
                                             ===========      ===========      ===========

Net income (loss) per unit                   $      0.06      $      0.69      $     (0.05)
                                             ===========      ===========      ===========

Weighted average number of units
    outstanding                                4,485,504        4,485,504        4,485,504
                                             ===========      ===========      ===========
</TABLE>



                       See notes to financial statements


<PAGE>

<TABLE>
<CAPTION>

                  Royal Palm Beach Colony, Limited Partnership

                         STATEMENTS OF PARTNERS' EQUITY


                                         Partnership            General               Limited                Total
                                            Units              Partners              Partners               Equity

                                        --------------     ------------------    ------------------    ------------------


<S>                                         <C>            <C>                   <C>                   <C>
Balance, September 30, 1997                 4,485,504      $         126,637     $       2,634,098     $       2,760,735


Net loss                                                              (4,551)             (210,125)             (214,676)
                                        --------------     ------------------    ------------------    ------------------

Balance, September 30, 1998                 4,485,504                122,086             2,423,973             2,546,059


Net income                                                            65,866             3,041,039             3,106,905
                                        --------------     ------------------    ------------------    ------------------

Balance, September 30, 1999                 4,485,504                187,952             5,465,012             5,652,964


Partnership distributions

    ($0.75 per unit)                                                 (71,319)           (3,292,809)           (3,364,128)

Net income                                                             5,947               274,577               280,524
                                        --------------     ------------------    ------------------    ------------------

Balance, September 30, 2000                 4,485,504      $         122,580     $       2,446,780     $       2,569,360
                                        ==============     ==================    ==================    ==================

</TABLE>

                                  (continued)


<PAGE>

<TABLE>
<CAPTION>
                                     Royal Palm Beach Colony, Limited Partnership

                                               STATEMENTS OF CASH FLOWS




                                                                           Years ended September 30,
                                                       ----------------------------------------------------------------
                                                               2000                   1999                   1998
                                                       -------------------    -------------------     -----------------
<S>                                                     <C>                    <C>                     <C>
Cash flows from operating activities:
   Cash received:
    Collections on land sales and
      receivables                                       $        1,436,250     $        6,612,133      $      1,852,861
    Interest income                                                 63,066                 18,384                 7,018
    Sale of utility system                                         379,363                438,572               228,661
    Other cash received                                             21,110                    817                18,304
                                                        -------------------    -------------------     -----------------
                                                                 1,899,789              7,069,906             2,106,844
                                                        -------------------    -------------------     -----------------

Cash expended:

   Selling, general and administrative, and
    property taxes                                                 705,781              2,169,094               654,811
   Interest paid (net of amounts capitalized)                                              47,212                89,147
   Improvements to property held for sale                          121,978                421,531             1,050,849
                                                        -------------------    -------------------     -----------------
                                                                   827,759              2,637,837             1,794,807
                                                        -------------------    -------------------     -----------------

Net cash provided by operating

   activities                                                    1,072,030              4,432,069               312,037
                                                        -------------------    -------------------     -----------------

Cash flows from investing activities:

   Purchase of property and equipment                               (9,182)                (3,072)
                                                        -------------------    -------------------

Cash flows from financing activities:
   Proceeds from mortgage notes payable:

    Bank                                                                                   17,800               945,778
   Payments on mortgage payable:
    Bank                                                                               (1,339,550)           (1,300,000)
   Partner distributions                                        (3,364,128)
                                                        -------------------    -------------------     -----------------

Net cash used in financing activities                           (3,364,128)            (1,321,750)             (354,222)
                                                        -------------------    -------------------     -----------------

Net increase (decrease) in cash                                 (2,301,280)             3,107,247               (42,185)

Cash at beginning of year                                        3,113,800                  6,553                48,738
                                                        -------------------    -------------------     -----------------

Cash at end of year                                     $          812,520     $        3,113,800      $          6,553
                                                        ===================    ===================     =================

</TABLE>


                                  (continued)

<PAGE>


<TABLE>
<CAPTION>

                  Royal Palm Beach Colony, Limited Partnership

                      STATEMENTS OF CASH FLOWS (CONTINUED)




                                                                             Years ended September 30,
                                                            -------------------------------------------------------------
                                                                  2000                  1999                  1998
                                                            -----------------     -----------------    ------------------
<S>                                                         <C>                   <C>                  <C>
Reconciliation of net income (loss) to net cash provided by operating
 activities:

   Net income (loss)                                        $        280,524      $      3,106,905     $        (214,676)
                                                            -----------------     -----------------    ------------------
   Adjustments to reconcile net income
    to net cash provided by
      operating activities

      Depreciation and amortization                                    2,718                 1,302                 1,975

   Change in assets and liabilities Increase in:

      Utility and other receivables                                 (147,510)                                    (63,272)
      Other assets                                                    (8,909)
      Accounts payable and accrued liabilities                                                                   156,470
    Decrease in:
      Utility and other receivables                                                         37,853
      Property held for sale                                       1,013,001             1,899,683               460,340
      Other assets                                                                          20,776                 1,342
      Accounts payable and accrued liabilities                       (67,794)             (634,450)
      Estimated cost of development of land sold                                                                 (30,142)
                                                            -----------------     -----------------    ------------------

   Total adjustments                                                 791,506             1,325,164               526,713
                                                            -----------------     -----------------    ------------------

   Net cash provided by operating activities                $      1,072,030      $      4,432,069     $         312,037
                                                            =================     =================    ==================
</TABLE>


                       See notes to financial statements.

<PAGE>
                 Royal Palm Beach Colony, Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


Note 1.       Organization and summary of significant accounting policies:

     The  primary   business  purpose  of  the  Partnership  is  the  operation,
     management and orderly  disposition of its assets and the  distributions of
     the  proceeds  therefrom  to  unitholders.  The  general  partners  of  the
     Partnership  are Hasam  Realty  Limited  Partnership  and Stein  Management
     Company,  Inc.  ("Steinco").  Steinco is the Managing General Partner which
     employs the  management and clerical  employees  necessary to carry out the
     operation of the Partnership.  Steinco is reimbursed by the Partnership for
     related expenses.

     A summary of the Partnership's accounting principles is as follows:

     Land sales:
     Generally,  land  sales  are  recognized  when  the  purchaser  has made an
     adequate down payment,  20% to 25% of the purchase  price,  the Partnership
     has no substantial remaining obligations with respect to the property,  and
     the  collectibility  of the related  receivable is reasonably  predictable.
     Otherwise,  either the  installment  or the cost  recovery  method is used.
     Under the  installment  method,  portions of profit are  recognized as cash
     payments are received  from the buyer.  Under the cost  recovery  method no
     profit is recognized until cash payments received from the buyer, including
     interest and principal, exceed the seller's cost of the property sold.

     Sale of Utility System:
     The Partnership  recognizes  profit on the 1983 sale of a utility system in
     the years in which  increases in  consumption  generate  amounts due to the
     Partnership. (See Note 8).

     Cash:
     The  Partnership   considers  all  highly  liquid  debt   investments  with
     maturities of three months or less when purchased to be cash equivalents.

     Property held for sale:
     Property  held for sale is  stated at the  lower of cost or  estimated  net
     realizable  value. The cost of property held for sale includes the original
     purchase price, cost of land development and development period real estate
     taxes and interest.

     Net income (loss) per unit:
     Net income  (loss) per unit is  calculated  based on the  weighted  average
     number of units outstanding during the year.


                                  (continued)

<PAGE>

                  Royal Palm Beach Colony, Limited Partnership

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


Note 1. Organization and summary of significant accounting policies (continued):


     Concentrations of risk and financial instruments:
     Assets which subject the Partnership to concentrations of risk consist
     primarily of property held for sale. The Partnership's property held for
     sale is located in Florida. The Partnership's ability to sell its property
     is substantially dependent upon the Florida real estate economic sector.

     Financial instruments which potentially subject the Partnership to
     concentrations of credit risk include cash which is deposited with a
     financial institution in excess of amounts guaranteed by the Federal
     Deposit Insurance Corporation.

     Use of estimates:
     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts and disclosures. Actual
     results could differ from those estimates.

Note 2. Utility and other receivables:

                                                           September 30,
                                                     -------------------------
                                                        2000           1999
                                                     -----------    ----------

                    Utility receivable (Note 8)      $  548,317     $ 379,363
                    Accrued interest receivable                        10,522
                    Other                                 1,165        12,087
                                                     -----------    ----------

                                                     $  549,482     $ 401,972
                                                     ===========    ==========

Note 3. Property held for sale:

     Included in property held for sale at September 30, 1999 is the net
     carrying value, $1,033,907, of a mortgage note receivable in default which
     is considered to be an in-substance foreclosure. The mortgage note
     receivable was received in connection with an October 26, 1998 sale. In
     October 1999, the underlying property on this mortgage note receivable was
     reacquired by acceptance of a deed in lieu of foreclosure. In January 2000,
     the property was resold for $1,316,250.

     In connection with an August 18, 1999 sale of land, the Partnership
     received mitigation credits which increased the value of two other tracts
     of land, one of which was sold on August 27, 1999 and the other tract
     remains in property held for sale at September 30, 2000. The value of the
     mitigation credits received ($345,600) was included in 1999 net sales of
     land and allocated to the cost of properties which were benefited.

                                   (continued)
<PAGE>

                  Royal Palm Beach Colony, Limited Partnership

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


Note 3. Property held for sale (continued):

     During the year ended September 30, 1998, the Company incurred interest of
     $150,359, of which $61,212 was capitalized for property being developed. No
     interest was capitalized during the years ended September 30, 2000 and
     1999.

Note 4. Other assets:

        Other assets consist of the following:

                                                         September 30,
                                                -----------------------------
                                                    2000             1999
                                                ------------    -------------
           Furniture and equipment,
              net of accumulated depreciation   $     9,595     $      3,131

           Prepaid expenses                          46,399           37,490
                                                ------------    -------------

                                                $    55,994     $     40,621
                                                ============    =============

Note 5.       Accounts payable and other liabilities:

              Accounts payable and other liabilities consist of the following:

                                                          September 30,
                                                    -------------------------
                                                        2000          1999
                                                    -----------    ----------

                 Accounts payable                   $   67,618     $ 100,874
                 Accrued liabilities:
                    Current property taxes              99,917        96,934
                    Other                               48,016        85,537
                                                    -----------    ----------

                                                    $  215,551     $ 283,345
                                                    ===========    ==========

Note 6. Income taxes:

     The Partnership, pursuant to the transitional grandfather rules of the
     Internal Revenue Code dealing with publicly traded partnerships, reported
     its income as a partnership for taxable years through December 31, 1997.
     The application of the grandfather rules terminated for taxable years
     commencing after December 31, 1997.

                                   (continued)

<PAGE>


                  Royal Palm Beach Colony, Limited Partnership

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


Note 6. Income taxes (continued):

     Under the Taxpayer Relief Act of 1997, a publicly traded partnership that
     is currently governed by this provision may elect to continue its
     partnership tax status beyond December 31, 1997 by agreeing to pay an
     annual 3.5% Federal tax on its gross income for Federal income tax purposes
     (principally revenues less cost of land sold). The Partnership has elected
     to continue its Partnership status beyond December 31, 1997. Selling,
     general and administrative expenses include Federal tax of $19,980, $70,000
     and $0 for the years ended September 30, 2000, 1999 and 1998, respectively.

     The partners are required to include in their income tax returns their
     share of the Partnership's income or loss, as adjusted to reflect the
     effects of certain transactions which are accorded different accounting
     treatment for federal income tax purposes. The Partnership is on a calendar
     year end for income tax purposes.

     The following analysis summarizes the major differences between the
     financial reporting and income tax basis of the partner's equity account at
     September 30, 2000.

<TABLE>
<CAPTION>

<S>                                                         <C>              <C>
        Partners' equity, financial reporting basis                          $  2,569,360
           Add item recorded for tax purposes only:
              Step-up in basis of property                  $ 17,000,000
           Less: Cost of sales - step-up adjusted
              for unamortized additional capitalized
              inventory costs and any adjustments as
              a result of repossessions.                      15,516,100
                                                            -------------
                                                               1,483,900

           Add items not presently deductible for tax
              purposes                                            40,358        1,524,258
                                                            -------------    -------------

           Partners' equity, income tax basis                                $  4,093,618
                                                                             =============
</TABLE>

Note 7. Lease information:

     The  Partnership  occupies  its office  facility in a building  owned by an
     entity related by common  ownership.  The Partnership does not pay any rent
     at this  office  facility.  Other  long-term  operating  leases on real and
     personal properties are not considered material.

<PAGE>

                  Royal Palm Beach Colony, Limited Partnership

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


Note 8. Other transactions:

     A  subsidiary  of  the  Company,   Royal  Palm  Beach   Utilities   Company
     ("Utilities"),   previously  sold  to  the  Village  of  Royal  Palm  Beach
     ("Village")  all  of  its  assets,  consisting  of a  water  treatment  and
     distribution system and a sanitary sewer collection, treatment and disposal
     system located in the Village. The sale requires payments to be received by
     Utilities,  as future connections (as measured by increases in consumption)
     are added to the  system,  over a period  which is  expected to be extended
     from  August,   2001  through  2003.   Should   consumption   not  increase
     sufficiently,  the Partnership would not receive the full sale amount.  The
     maximum proceeds to Utilities approximates $13,410,000, of which, under the
     terms of the sale, approximately $4,261,000 had not yet been received as of
     September 30, 2000. In addition,  the  Partnership had the right to receive
     up to $500,000, of which $331,935 has already been received, as the Village
     collects guaranteed revenues from developers.

     Since future  increases in consumption  and payment of guaranteed  revenues
     cannot be assured  and,  therefore,  the extent of future  payments  to the
     Partnership is uncertain,  the  Partnership  accounts for this  transaction
     utilizing the cost  recovery  method of  accounting.  The  Partnership  has
     previously  fully  recovered its cost and recognizes  profit on the sale as
     increases in consumption generate amounts due to the Partnership and as the
     Village collects guaranteed  revenues from developers.  Revenues related to
     the sale of  utility  system of  $548,317,  $379,363,  and  $438,572,  were
     recognized for fiscal years 2000, 1999 and 1998 respectively.

Note 9. Revenues:

<TABLE>
<CAPTION>

        Revenues consist of the following:
                                                      Years ended September 30,
                                              -----------------------------------------
                                                  2000          1999          1998
                                              ------------  ------------   ------------
<S>                                           <C>           <C>            <C>
        Net sales of land                     $ 1,436,250   $ 7,999,974    $ 1,706,222
        Interest income                            52,544        28,906          7,018
        Sale of utility system (Note 8)           548,317       379,363        438,572
        Other                                      21,110         3,317         18,304
                                              ------------  ------------   ------------

                                              $ 2,058,221   $ 8,411,560    $ 2,170,116
                                              ============  ============   ============
</TABLE>


<PAGE>

                  Royal Palm Beach Colony, Limited Partnership

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


Note 10. Comparative quarterly financial information (unaudited):

<TABLE>
<CAPTION>
                                             First           Second            Third            Fourth
                                            quarter         quarter           quarter          quarter           Full year
                                         -------------   --------------   ---------------   --------------    ---------------
<S>                                      <C>             <C>              <C>               <C>               <C>
              2000:
              Revenues:                  $     15,751    $   1,332,197    $       31,866    $      678,407    $    2,058,221
              Cost and expenses               137,278        1,299,159           145,564           195,696         1,777,697
                                         -------------   --------------   ---------------   ---------------   ---------------

              Net income (loss)          $   (121,527)   $      33,038    $     (113,698)   $      482,711    $      280,524
                                         =============   ==============   ===============   ===============   ===============

              Net income (loss) per unit $      (0.03)   $        0.01    $        (0.03)   $         0.11    $         0.06
                                         =============   ==============   ===============   ===============   ===============


              1999:
              Revenues:                  $  2,514,254    $       4,232    $    1,593,713    $    4,299,361    $    8,411,560
              Cost and expenses             2,400,505          252,326           998,757         1,653,067         5,304,655
                                         -------------   --------------   ---------------   ---------------   ---------------

              Net income (loss)          $    113,749    $    (248,094)   $      594,956    $    2,646,294    $    3,106,905
                                         =============   ==============   ===============   ===============   ===============

              Net (income) loss per unit $       0.03    $       (0.06)   $         0.13    $         0.59    $         0.69
                                         =============   ==============   ===============   ===============   ===============


              1998:
              Revenues:                  $    489,037    $     620,488    $      618,981    $      441,610    $    2,170,116
              Cost and expenses               555,056          764,610           786,995           278,131         2,384,792
                                         -------------   --------------   ---------------   ---------------   ---------------

              Net income (loss)          $    (66,019)   $    (144,122)   $     (168,014)   $      163,479    $     (214,676)
                                         =============   ==============   ===============   ===============   ===============

              Net income (loss) per unit $      (0.01)   $       (0.03)   $        (0.04)   $         0.03    $        (0.05)
                                         =============   ==============   ===============   ===============   ===============
</TABLE>

<PAGE>

                  Royal Palm Beach Colony, Limited Partnership

             SCHEDULE X - SUPPLEMENTAL INCOME STATEMENT INFORMATION



<TABLE>
<CAPTION>
                                                                Years ended September 30,
                                                 -------------------------------------------------------
                                                      2000                 1999                1998
                                                 ---------------     ---------------     ---------------
<S>                                              <C>                 <C>                 <C>
1.       Maintenance and repairs                 $        1,446      $        1,921      $            0
                                                 ===============     ===============     ===============

2.       Taxes, other than payroll
            and income taxes                     $       88,558      $      265,113      $      254,791
                                                 ===============     ===============     ===============

3.       Advertising                             $          766      $        3,000      $            0
                                                 ===============     ===============     ===============
</TABLE>