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, 1999
                          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:
                           Limited Partnership Units

                Name of Each Exchange on which Registered - None

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

Indicate by check mark 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  30,  1999 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 $77,878,215.

As of December  30,  1999,  the  Partnership  had  distributed  an  aggregate of
$31,398,752,  or $7.00 per Unit, to the general and limited partners,  including
$2,242,752,  or $0.50 per Unit which was distributed in October 1999. See Item 5
- Market for the  Registrant's  Common  Equity and Related  Stockholder  Matters
"Prior  Distributions."  As of December 30, 1999,  the  Partnership's  remaining
assets consisted principally of:

         (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
$250,000;

         (2) 45 residential lots in the Crestwood single family tract reacquired
in  1999  as a  result  of  the  Partnership's  acceptance  of a  deed  in  lieu
offoreclosure,  and  currently  under  contract  for sale  (subject  to  certain
contingencies) for gross proceeds of $1,316,250;

         (3) a tract of 4.54 acres in the  Village  zoned for  approximately  84
multi-family  residential  units,  currently  under a contract of sale for gross
proceeds of $350,000,  the closing of which is subject to several contingencies;

         (4) 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

         (5) a tract of  approximately  22 acres in the  Crestwood  multi-family
tract currently  under contract of sale for $1,870,000,  the closing of which is
subject to numerous contingencies.
<PAGE>
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.  After a number of years
in which  cash was not  available  for  distribution  as a result of the need to
expend  substantial  sums to develop its properties in order to enhance ultimate
sale  values,  a  distribution  of  $2,242,752,  or $0.50 per Unit,  was made in
October, 1999. See Item 2 - "Development and Sale of Residential Lots;" and Item
7 -- "Management Discussion and Analysis of Financial Condition -- Liquidity and
Capital Resources." 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 other
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
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."
<PAGE>

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
housing units and sales of tracts to builders 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.

Personnel:

As of December 30, 1999, 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 Company originally owned approximately 26,000 acres in Palm Beach County, in
southeastern  Florida,  approximately  4,200 of which  were  located  within the
Village.   The  Village  of  Royal  Palm  Beach  The  Village,  an  incorporated
municipality,  is  approximately  eight miles from the Palm Beach  International
Airport and eleven miles west of Palm Beach.  Two major area highways,  Southern
Boulevard and Okeechobee  Road,  lead directly from Palm Beach through West Palm
Beach to the Village.  The Village has a population of approximately  16,000 and
is primarily  residential.  The Village has been developed in accordance  with a
master plan and includes  schools,  shopping  facilities,  community  recreation
areas, and its own police and fire departments.
<PAGE>

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 30, 1999, all of the Crestwood Tract had been
 sold with the exception of the  commercial  land described  below,  and a tract
 intended  for  mutli-family   residential  construction  described  in  item  I
 (5)above.   However,   during  1999,  a  mortgage  obligor  defaulted  under  a
 non-recourse purchase money mortgage securing a remaining principal balance due
 of $1,298,500  secured by 45  residential  lots in the Crestwood  single family
 tract.  The  Partnership  accepted a deed in lieu of  foreclosure in respect of
 this  property in  October,  1999 and has  contracted  for its resale for gross
 proceeds of  $1,316,250.  This sale,  which is subject to the  satisfaction  of
 certain conditions, is expected to close in February, 2000.
Commercial Land within the Crestwood Tract

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.  The  Partnership has executed an agreement to sell the entire 14 acre
portion  to an  unaffiliated  shopping  center  developer  ("Purchaser")  in two
phases.

The closing on the first phase of the Commercial Site, consisting of a 11.8-acre
shopping center 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  Partnership  and the  Purchaser  have  entered  into a contract  to sell an
additional 1.6 acres adjoining the  above-described 14 acre shopping center site
for a gross purchase price to the  Partnership of  approximately  $120,000.  The
purchaser is  presently  preparing to seek the  appropriate  approvals  from the
Village and anticipates approvals by June of 2000.
<PAGE>

Residential Lots Within the Crestwood Tract

         As a  result  of  management's  decision  to  develop  portions  of the
Crestwood  Tract,  the  Partnership  replanned 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 the  198  lots in the
Residential  Tract.  Through  December 30, 1999, the Partnership had sold all of
the 198 lots in the  Residential  Tract  but had  reacquired  45 such  lots upon
foreclosure in October,1 999.Such dispositions (including forfeited deposits and
payments  under such  foreclosed  mortgage)  resulted  in gross  proceeds to the
Partnership  of  approximately  $5,855,000  and net cash  proceeds of $1,016,000
after  mandatory  loan  reduction  and brokerage  commissions  and other closing
costs.  Of the  foregoing,  during the 1999  fiscal year only,  the  Partnership
conveyed a total of 54 lots for aggregate  gross  proceeds of $1,688,000 and net
cash proceeds,  after mandatory loan reductions of $20,000 per lot and brokerage
commissions and other closing costs, of $734,000.

         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.

Other Acreage Within the Village

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 under a contract for
sale for $350,000 and closing of this sale is expected in June of 2000,  subject
to numerous contingencies and conditions.
<PAGE>

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
$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, 1999,
$4,623,000  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 $314,000 was received through September,1999.

To date, the Partnership has received the following Utility Contract payments:

Fiscal Year Ended          Amount Received Based On
September 30               Consumption      Guaranteed Amounts
------------               -----------      ------------------
1984                       $ 919,000
1985                         830,000
1986                         637,000
1987                         859,000
1988                         240,000            $30,000
1989                         761,000             45,000
1990                              -0-            35,000
1991                         293,000             21,000
1992                         357,000             37,000
1993                         168,000             47,000
1994                          58,000             27,000
1995                         413,000             20,000
1996                         108,000             19,000
1997                         207,000             22,000
1998                         427,000             11,000
                             -------             ------
Total                     $6,277,000           $314,000

* The Partnership is also entitled to receive approximately $379,000 in January,
2000 in respect of 1999.
<PAGE>

The  Utility   Contract  with  extensions   management   believes  have  already
accumulated  will expire in 2003,  subject to extensions of up to one additional
year.  The ability of the  Partnership to realize the maximum price is dependent
upon the rate at which the population in the Village grows,  and levels of water
consumption  which in turn depends upon  economic,  social and climatic  factors
which cannot be predicted.  Historically,  water  consumption  tends to increase
based upon increases in population.  During most of fiscal 1990, however, due to
drought  conditions  existing in most Southern Florida,  the South Florida Water
Management District imposed mandatory water usage  restrictions.  The imposition
of these  restrictions  resulted in a decrease in aggregate water consumption in
the area from which the  Partnership's  receipts are projected while  population
was  increasing.  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  $4,623,000 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.

The 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.

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.
<PAGE>

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  $561,374.  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
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, 1998 and
1999. The  Partnership's  Units were held by approximately  325 holders of as of
December 31, 1999. 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, 1998

Quarter           High             Low
-------           ----             ---
First               7/8            11/16
Second            13/16             5/8
Third             57/64            21/32
Fourth            55/64             3/4


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 $1.61 as of  September  30,  1999.  Each person
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.
<PAGE>

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
                              -----
                               7.00
<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:
<TABLE>
<CAPTION>
                                                             Fiscal Years Ended September 30,
                                                  -----------------------------------------------------
                                                  1999        1998         1997         1996       1995
<S>                                              <C>          <C>          <C>         <C>        <C>
Selected Income
         Statement Data

Revenues                                         $8,412       2,170        3,107       $  397     $  497
Net income (loss)                                 3,107        (215)         391         (690)      (787)
Income (loss)
         per unit                                  0.69        (.05)         .09         (.15)      (.18)

Selected Balance
Sheet Data

Total assets                                     $5,936       4,786        5,228        5,486      5,425
Mortgage Notes Payable                             -0-        1,322        1,676        2,065      1,511
Partners' equity                                  5,652       2,546        2,761        2,370      3,060
Cash distributions
per unit                                            -0-         -0-          -0-          -0-        .25
</TABLE>

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 $8,411,560 most of
which of which  resulted from land sales,  as compared with  $$2,170,116 in 1998
and  $3,106,552  in 1997.  Net income was  $3,106,905 as compared with a loss of
$214,676 in 1998 and net income of $390,844 in 1997.

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 30, 1999 cash had decreased to $605,166  principally as a
result of a  distribution  to  Unitholders  of $2,242,752  in October 1999.  See
Financial Information - Statements of Cash Flows.
<PAGE>

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.

Effect 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. As indicated under
such caption,  it is considered  unlikely that the rate of new  construction  or
water  consumption in such area will be sufficient to enable the  Partnership to
receive  the  full  amount  of such  payments  prior  to the  expiration  of the
contingent payment term.

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.

Results of Operations

                                        Fiscal Years Ended September 30
                                    ---------------------------------------
                                       1999            1998         1997
                                    ----------      ----------   ----------
Sales of land, net                  $8,000,000      $1,706,000   $2,874,000
Interest income                         29,000           7,000        5,000
Sale of utility system (a)             379,000         439,000      227,000
Other (b)                                3,000          18,000        1,000
                                    ----------      ----------   ----------

Total revenues                      $8,411,000      $2,170,00    $3,107,000
                                    ==========      ==========   ==========


(a) As discussed in Note 9 to the financial statements, income recognized on the
sale of the utility system varies with water consumption and other factors.

<PAGE>

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 $768,537 in 1997, and declined
to  $646,467  in  1998  primarily  as the  result  of a  decrease  in  brokerage
commissions  on lower real estate  sales.  In 1999,  primarily  due to increased
sales  commissions  resulting from a material  increase in sales,  such expenses
increased to 1,332,872.

Interest  expense  increased from $33,434 in 1997 to $89,147 in 1998,  primarily
because the Partnership had completed development  activities in the residential
lots in 1998 and therefor ceased the capitalization of interest expense. In 1999
interest  cost  decreased  to  $47,212 as the result of  increased  sales  which
enabled the Partnership to reduce its indebtedness to zero during the year.

Depreciation and Property Taxes

Property tax expense increased from 1997 to 1998 primarily  because  development
activities  were  completed  and such  taxes  could no  longer  be  capitalized.
Property tax expense decreased from 1998 to 1999 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 $70,000  and zero  dollars for the years ended
September  30,  1999  and  1998,  respectively.  See  Note  7 to  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
<PAGE>

                                    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)
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -------------------------------------------
Name and Age                          Present Position With the           Other Positions
                                      Registrant                          With the Registrant
------------------------------------- ----------------------------------- -------------------------------------------
<S>                                   <C>                                 <C>
Irving Cowan 67                       President of Steinco                Private Investor

David B. Simpson 61                   Vice President and Director of      Attorney currently in private practice
                                      Steinco                             and counsel to the Partnership

Jack Friedland    74                  Member of Friedco,LLC (1)           Private Investor

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

Herbert Tobin     59                  Director of Steinco                 Private Investor
                                      Director, Secretary
                                      And Treasurer(*)of
                                      Steinco

Marjorie Cowan    59                  Member of Friedco,LLC (1)           Private Investor

Harold Friedland 69                   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 1997.
Based solely on the foregoing the Partnership  believes that during fiscal 1999,
no purchases or sales of units were made requiring  compliance  with  applicable
Section 16(a) filing requirements.
<PAGE>

Item 11. Executive Compensation

During fiscal 1998 no executive officer of the Managing General Partner received
compensation exceeding $60,000.

All officers and directors of Steinco,  as a group (4 persons) earned $52,500 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.
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth as of December 30, 1999  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

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.
<PAGE>

(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. | (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

Borrowing from Related Parties

In June, 1995, the Company borrowed $500,000 from Hasam Realty, L.P. for general
working  capital  purposes,  secured  by  a  first  mortgage  on  the  Crestwood
commercial  property  referred to in Item 2. In February,  1996, Hasam agreed to
add to  principal  $27,249 of  interest  accrued  through  January  31, 1996 and
unpaid.  The loan  (including  said amount added to  principal)  was  originally
payable in full on June 29, 1996 but was  extended  through and paid on February
28, 1997.  The loan bore  interest at a rate equal to two percent over the Prime
Rate, defined as the highest fluctuating rate of interest per annum as published
by the Wall Street Journal. Management believes that the terms of this borrowing
were fair and  reasonable,  and at least as  favorable  as the terms which could
have been obtained from an unaffiliated institutional lender.

On June 13, 1996, the  Partnership  borrowed  $300,000 from an affiliate of Jack
Friedland and $25,000 directly from Mr. Friedland,  who is an affiliate of Hasam
Realty Limited Partnership,  a general partner of the Partnership.  These loans,
originally  due on October 1, 1996,  were extended  through and paid in January,
1997.

Indian Trail Improvement District

Randy  Rieger  was  elected on an interim  basis as a Vice  President  and Chief
Operating Officer of Stein Management Company,  Inc., the Partnership's managing
general partner, in September 1995, shortly following the death of the company's
then-principal  operating  offcer.  Mr.  Rieger had been active as a real estate
broker,  directly and through  affiliated  companies,  in the south Florida real
estate market for many years.
<PAGE>

Prior to his election in 1995,  Mr.  Rieger had been serving as a consultant  to
the  Partnership  under an arrangement  pursuant to which he was paid consulting
fees, and additional  amounts  applicable to future  brokerage  commissions were
being paid to RTL Realty Corp.  (50% owned by Mr. Rieger) which had been engaged
as the Partnership's exclusive broker in respect to a substantial portion of its
real estate assets. Under such prior arrangement,  RTL Realty Corp. has received
substantial  brokerage  commissions in connection  with the  Partnership's  real
estate  sales.  See Item 2 Properties  -- "The Village of Royal Palm Beach." Mr.
Rieger  resigned  following  the  election of new officers on February 14, 1996;
however, Mr. Rieger has continued to serve the Partnership as a consultant under
a consulting and brokerage  agreement with Mr. Rieger and RTL Realty Corp, dated
May 23, 1996, which was originally  scheduled to expire on December 31, 1996 was
extended  through December 31, 1998 and has been continued since such date on an
at will basis  (the "RTL  Agreement").  Under the RTL  Agreement,  RTL  receives
$6,000 per month in consideration  of Mr. Rieger's  services to the Partnership,
in addition to brokerage on sales of the  Partnership's  properties at a varying
schedule of rates and reimbursement of approved  expenses.  The Partnership also
reimburses RTL for certain expenses,  including office expenses,  at the rate of
$2,500 per month. RTL may earn additional commissions on other transactions on a
negotiated basis.

                                     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, 1999 and 1998.

Statements of income for the years ended September 30, 1999,1998, and 1997.

Statements of partners' equity for the years ended September 30, 1999, 1998, and
1997.

Statements of cash flows for the years ended September 30, 1999,1998, and 1997.

3.       Financial Statement Schedules:

Schedule IX -  Valuation  and  qualifying  accounts  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.


<PAGE>

(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.

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.
<PAGE>

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.

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.
<PAGE>

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)  Contract  dated in  October,  1999  between  Registrant  and Certex  Homes
relating to the the sale of approximately  20.82 acres of land in the Village of
Royal Palm Beach.

                                   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/ David B. Simpson
    --------------------
    David B. Simpson,
    Vice President

Date: February 15, 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 date indicated.

Name                                              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:

February 15, 2000
<PAGE>













                            ROYAL PALM BEACH COLONY,

                               LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997
<PAGE>
                            ROYAL PALM BEACH COLONY,

                               LIMITED PARTNERSHIP

                              FINANCIAL STATEMENTS

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997





            Independent auditors' report

            Financial statements:

              Balance sheets

              Statements of operations

              Statements of partners' equity

              Statements of cash flows

              Notes to financial statements

            Schedule X - Supplemental Income Statement Information
<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,  1999,  and  1998,  and the  related
statements of operations, partners' equity, and cash flows for each of the three
years in the period ended September 30, 1999. 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
misstatements._  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, 1999 and 1998,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
September 30, 1999 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 17, 1999
<PAGE>
<TABLE>
<CAPTION>
                             ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                                            BALANCE SHEETS

                                     SEPTEMBER 30, 1999 AND 1998



                                                                          1999               1998
                                                                    --------------     --------------
<S>                                                                 <C>                <C>
                  ASSETS

Cash                                                                $    3,113,800     $        6,553
Utility and other receivables (Note 2)                                     401,972            439,825
Property held for sale (Notes 3 and 5)                                   2,379,916          4,279,599
Other assets (Note 4)                                                       40,621             59,627
                                                                    --------------     --------------
                                                                    $    5,936,309     $    4,785,604
                                                                    ==============     ==============



    LIABILITIES AND PARTNERS' EQUITY


Liabilities:
    Mortgage notes payable, bank (Note 5)                                   --         $    1,321,750
    Accounts payable and other liabilities (Note 6)                 $      283,345            917,795
                                                                    --------------     --------------
Subsequent events (Notes 3 and 12)                                         283,345          2,239,545

Partners' equity:
    4,485,504 units authorized and outstanding                           5,652,964          2,546,059
                                                                    --------------     --------------
                                                                    $    5,936,309     $    4,785,604
                                                                    ==============     ==============
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS




                                                 Years ended September 30,
                                          ----------------------------------------
                                             1999           1998           1997
                                          -----------   -----------    -----------
<S>                                       <C>           <C>            <C>
Revenues (Note 11)                        $ 8,411,560   $ 2,170,116    $ 3,106,552
                                          -----------   -----------    -----------

Costs and expenses:
    Cost of sales                           3,729,906     1,394,684      1,747,627
    Selling, general and administrative
      expenses (Notes 7 and 8)              1,332,872       646,467        768,537
    Interest (Note 5)                          47,212        89,147         33,434
    Depreciation and property taxes           194,665       254,494        166,110
                                          -----------   -----------    -----------

                                            5,304,655     2,384,792      2,715,708
                                          -----------   -----------    -----------

Net income (loss)                         $ 3,106,905   ($  214,676)   $   390,844
                                          ===========   ===========    ===========

Net income (loss) per unit                $      0.69   ($     0.05)   $      0.09
                                          ===========   ===========    ===========

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, 1996        4,485,504       $   118,351       $ 2,251,540       $ 2,369,891


Net income                                               8,286           382,558           390,844
                                 -----------       -----------       -----------       -----------

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
                                 ===========       ===========       ===========       ===========
</TABLE>


See notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

                                                        Years ended September 30,
                                                -----------------------------------------
                                                    1999          1998            1997
                                                -----------    -----------    -----------
<S>                                             <C>            <C>            <C>
Cash flows from operating activities:
  Cash received:
    Collections on land sales and receivables   $ 6,612,133    $ 1,852,861    $ 2,730,995
    Interest income                                  18,384          7,018          1,154
    Sale of utility system                          438,572        228,661        127,393
    Other cash received                                 817         18,304          1,000
                                                -----------    -----------    -----------
                                                  7,069,906      2,106,844      2,860,542
                                                -----------    -----------    -----------

Cash expended:
  Selling, general and administrative,
    property taxes and other expenses             2,169,094        654,811      1,274,637
  Interest paid (net of amounts capitalized)         47,212         89,147         33,434
  Improvements to property held for sale            421,531      1,050,849      1,156,495
                                                -----------    -----------    -----------
                                                  2,637,837      1,794,807      2,464,566
                                                -----------    -----------    -----------

Net cash provided by operating activities         4,432,069        312,037        395,976
                                                -----------    -----------    -----------

Cash flows from investing activities:
  Purchase of property and equipment                 (3,072)
                                                -----------
Cash flows from financing activities:
  Proceeds from mortgage notes payable:
    Bank                                             17,800        945,778      1,043,560
  Payments on mortgage payable:
    Bank                                         (1,339,550)    (1,300,000)      (580,000)
    General partner                                                              (527,249)
    Other                                                                        (325,000)
                                                -----------    -----------    -----------
Net cash used in financing activities            (1,321,750)      (354,222)      (388,689)
                                                -----------    -----------    -----------

Net increase (decrease) in cash                   3,107,247        (42,185)         7,287

Cash at beginning of year                             6,553         48,738         41,451
                                                -----------    -----------    -----------

Cash at end of year                             $ 3,113,800    $     6,553    $    48,738
                                                ===========    ===========    ===========
</TABLE>
                                   (continued)
<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                      STATEMENTS OF CASH FLOWS (CONTINUED)






                                                                     Years ended September 30,
                                                              -----------------------------------------
                                                                 1999           1998           1997
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Reconciliation of net income (loss) to net cash provided by
  operating activities:

  Net income (loss)                                           $ 3,106,905    $  (214,676)   $   390,844
                                                              -----------    -----------    -----------
  Adjustments to reconcile net income
    to net cash provided by
      operating activities

      Depreciation and amortization                                 1,302          1,975          2,754

  Change in assets and liabilities Increase in:
      Mortgage notes, utility and other receivables                              (63,272)      (243,235)
      Other assets                                                                               (4,322)
      Accounts payable and accrued liabilities                                   156,470
      Estimated cost of development of land sold                                                 16,000
    Decrease in:
      Utility and other receivables                                37,853
      Property held for sale                                    1,899,683        460,340        510,049
      Other assets                                                 20,776          1,342
      Accounts payable and accrued liabilities                   (634,450)                     (276,114)
      Estimated cost of development of land sold                                 (30,142)
                                                              -----------    -----------    -----------
  Total adjustments                                             1,325,164        526,713          5,132
                                                              -----------    -----------    -----------

  Net cash provided by operating activities                   $ 4,432,069    $   312,037    $   395,976
                                                              ===========    ===========    ===========
</TABLE>


See notes to financial statements.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS

                 YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


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 9).

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




                                  (continued)
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997

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

     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.

     Concentrations of risk:
          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.

     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.

     Reclassifications:
          Certain items in the 1998 financial  statements have been reclassified
          to conform to the 1999 presentation.

2.   Utility and other receivables:

                                                        September 30,
                                                    --------------------
                                                      1999        1998
                                                    --------    --------
     Utility receivable (Note 9)                    $379,363    $438,572
     Accrued interest receivable                      10,522
     Other                                            12,087       1,253
                                                    --------    --------
                                                    $401,972    $439,825
                                                    ========    ========
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997

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  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, 1999.  The value of the
     mitigation  credits  received  ($345,600) was included in net sales of land
     and allocated to the cost of properties which were benefited.


4.   Other assets:

     Other assets consist of the following:


                                                         September 30,
                                                      ------------------
                                                        1999       1998
                                                      -------    -------
     Furniture and equipment,
       net of accumulated depreciation                $ 3,131    $ 1,361

     Prepaid expenses                                  37,490     58,266
                                                      -------    -------

                                                      $40,621    $59,627
                                                      =======    =======
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


5.   Mortgage notes payable, bank:

     Mortgage notes payable, bank consist of the following:

<TABLE>
<CAPTION>
                                                                                             September 30,
                                                                                     ----------------------------
                                                                                        1999              1998
                                                                                     ----------        ----------
<S>                                                                                  <C>               <C>
     Mortgage notes payable, bank:

          On July  15,  1998,  the  Partnership  combined  certain  construction
          development loans under a $2,925,000 Consolidation Promissory Note, at
          1% over the prime rate (for an  effective  rate of 9.50% at  September
          30,  1998.)  Property  held  for  sale  with a cost  of  approximately
          $2,259,000 was  collateral for this loan and the loan below.  The loan
          was fully repaid at September 30, 1999.                                    $        0        $1,028,598

          On September 2, 1997, the  Partnership  entered in to a Future Advance
          for  Working  Capital  Loan in the amount of  $300,000  at 1% over the
          prime rate (for an effective rate of 9.50% at September 30, 1998). The
          loan was fully repaid at September 30, 1999.                                        0           293,152
                                                                                     ----------        ----------
                                                                                     $        0        $1,321,750
                                                                                     ==========        ==========
</TABLE>


     Interest is capitalized for property being developed as follows:

                                                          September 30,
                                                  ------------------------------
                                                    1999      1998        1997
                                                  -------   --------    --------
     Capitalized                                            $ 61,212    $191,893

     Charged to operations                        $47,212     89,147      33,434
                                                  -------   --------    --------
     Total interest incurred                      $47,212   $150,359    $225,327
                                                  =======   ========    ========

<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997

6.   Accounts payable and other liabilities:

     Accounts payable and other liabilities consist of the following:

                                                              September 30,
                                                          --------------------
                                                            1999        1998
                                                          --------    --------
     Accounts payable                                     $100,874    $671,594
     Accrued liabilities:
       Current property taxes                               96,934     205,690
       Other                                                85,537      40,511
                                                          --------    --------
                                                          $283,345    $917,795
                                                          ========    ========

     Property  taxes  related  to 1994,  1995,  1996 and 1997 in the  amount  of
     $329,160  were  delinquent  at  September  30,  1998 and were  included  in
     accounts  payable.  The  delinquent  taxes were paid  during the year ended
     September 30, 1999.

7.   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 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 $70,000 and $0 for the years  ended  September  30, 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.

                                   (continued)
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



7.   Income taxes (continued):

     The  following  analysis  summarizes  the  major  differences  between  the
     financial reporting and income tax basis of the partner's equity account at
     September 30, 1999.

     Partners' equity, financial reporting basis                      $5,652,964
       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.                     15,450,817
                                                       -----------
                                                         1,549,183

       Add items not presently deductible for tax
         purposes                                           40,109     1,589,292
                                                       -----------    ----------
       Partners' equity, income tax basis                             $7,242,256
                                                                      ==========


8.   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 property are not considered material.

9.   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 increase 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._


                                   (continued)
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



9.   Other transactions (continued):

     The maximum proceeds to Utilities approximates $13,410,000, of which, under
     the terms of the sale,  approximately  $4,623,000 had not yet been received
     as of September 30, 1999.  In addition,  the  Partnership  had the right to
     receive up to $500,000, of which $314,572 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._  Revenues related to
     the sale of  utility  system  of  $379,363,  $438,572,  and  $227,053  were
     recognized for fiscal years 1999, 1998 and 1997, respectively.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



10.  Comparative quarterly financial information (unaudited):

<TABLE>
<CAPTION>
                                              First              Second             Third             Fourth
                                              quarter            quarter           quarter            quarter            Full year
                                            -----------        -----------        -----------        -----------        -----------
<S>                                         <C>                <C>                <C>                <C>                <C>
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)
                                            ===========        ===========        ===========        ===========        ===========



1997:
Revenues:                                   $   320,619        $ 1,659,912        $   327,224        $   798,797        $ 3,106,552
Cost and expenses                               291,774          1,146,565            459,632            817,737          2,715,708
                                            -----------        -----------        -----------        -----------        -----------

Net income (loss)                           $    28,845        $   513,347        $  (132,408)       $   (18,940)       $   390,844
                                            ===========        ===========        ===========        ===========        ===========

Net income (loss) per unit                  $      0.01        $      0.11        $     (0.03)       $     (0.00)       $      0.09
                                            ===========        ===========        ===========        ===========        ===========
</TABLE>
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


11.  Revenues:

     Revenues consist of the following:
<TABLE>
<CAPTION>
                                                    Years ended September 30,
                                       ------------------------------------------------
                                           1999             1998               1997
                                       -------------    -------------     -------------
<S>                                    <C>              <C>               <C>
Net sales of land                      $   7,999,974    $   1,706,222     $   2,873,445
Interest income                               28,906            7,018             5,054
Sale of utility system (Note 9)              379,363          438,572           227,053
     Other                                     3,317           18,304             1,000
                                       -------------    -------------     -------------
                                       $   8,411,560    $   2,170,116     $   3,106,552
                                       =============    =============     =============
</TABLE>

12.  Subsequent event:

     On October 27, 1999 the Partnership  distributed $2,242,752 ($.50 per unit)
     to unitholders of record as of October 12, 1999.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

             SCHEDULE X - SUPPLEMENTAL INCOME STATEMENT INFORMATION

                  YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997




                                                       September 30,
                                            ----------------------------------
                                              1999         1998         1997
                                            --------     --------     --------

1. Maintenance and repairs                  $  1,921     $      0     $    580
                                            ========     ========     ========

2. Taxes, other than payroll
     and income taxes                       $265,113     $254,791     $166,837
                                            ========     ========     ========

3. Advertising                              $  3,000     $      0     $    168
                                            ========     ========     ========