UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         For Quarter Ended June 30, 1997

                          Commission File Number 1-8893


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


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



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


Registrant's telephone number, including area code (954) 927-3080

                                      NONE
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


Registrant's telephone number, including area code      (954) 927-3080

                                NONE
Former name, former address and former fiscal year, if changed since last report


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

                        YES   [ X ]     NO [   ]


Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

           CLASS                          Outstanding at June 30, 1997
 Limited Partnership Units                     4,485,504 units
<PAGE>




                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP 


                                      INDEX


                                                       

PART I.   Financial information

                  Balance sheets -
                    June 30, 1997 and
                    September 30, 1996                         

                  Statements of income -
                    Three months and nine months ended
                    June 30, 1997 and 1996                     

                  Statements of cash flows -
                    Three months and nine months ended
                    June 30, 1997 and 1996                           

            Notes to financial statements                      

                  Management's discussion and analysis
                  of financial condition                       


Part II.  Other information and signatures                     
<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                                 BALANCE SHEETS



                                                      June 30,       September 30,
                                                        1997             1996
                                                     ----------       ----------
                                                     (unaudited)
              ASSETS
<S>                                                  <C>              <C>
Cash .........................................       $    6,156       $   41,451
Mortgage notes and other receivables:
  Mortgage receivable ........................          135,000             --
  Other receivables ..........................           13,289          133,318
Property held for sale .......................        4,893,522        5,249,988
Other assets .................................           73,677           61,377
                                                     ----------       ----------
                                                     $5,121,644       $5,486,134
                                                     ==========       ==========




              LIABILITIES AND EQUITY


Liabilities:
  Mortgage payable, bank .....................       $1,763,459       $1,212,412
  Mortgage payable, general partner ..........             --            527,249
  Mortgage payable, related party ............             --            325,000
  Accounts payable and accrued
    liabilities ..............................          564,368        1,037,440
  Estimated cost of development
    of land and property sold ................           14,142           14,142


Equity:
  Partners' equity, 4,485,504 units
    outstanding ..............................        2,779,675        2,369,891
                                                     ----------       ----------
                                                     $5,121,644       $5,486,134
                                                     ==========       ==========





                        See notes to financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                       THREE MONTHS AND NINE MONTHS ENDED
                             JUNE 30, 1997 AND 1996
                                   (UNAUDITED)




                                  Three Months Ended      Nine Months Ended
                                       June 30,                June 30,
                                ---------------------   ----------------------
                                   1997        1996        1997        1996
                                ---------   ---------   ----------  ----------
<S>                             <C>         <C>         <C>         <C>
Revenues                        $ 327,224   $  12,476   $2,307,755  $  163,717
                                ---------   ---------   ----------  ----------

Cost and expenses:

  Cost of sales                   305,115       5,089    1,198,078     111,299
  Selling, general and
    administrative expenses       152,308     134,208      569,107     513,976
  Interest                           -         16,999       33,434      47,988
  Terminated merger costs            -           -            -         70,720
  Depreciation and
    property taxes                  2,209      29,372       97,352     100,188
                                ---------   ---------   ----------  ----------
      Total costs and expenses    459,632     185,668    1,897,971     844,171
                                ---------   ---------   ----------  ----------

Net income (loss)               $(132,408)  $(173,192)  $  409,784  $ (680,454)
                                =========   =========   ==========  ==========

Net income (loss) per unit      $   (0.03)  $   (0.04)  $     0.09  $    (0.15)
                                =========   =========   ==========  ==========

Weighted average number of
  units outstanding             4,485,504   4,485,504    4,485,504   4,485,504
                                =========   =========   ==========  ==========






                        See notes to financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                               ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                                         STATEMENTS OF CASH FLOWS
                                    THREE MONTHS AND NINE MONTHS ENDED
                                          JUNE 30, 1997 AND 1996
                                               (UNAUDITED)

                                                Three Months Ended                 Nine Months Ended
                                                     June 30,                           June 30,
                                               1997             1996             1997             1996
                                          -----------      -----------      -----------      -----------
<S>                                       <C>              <C>              <C>              <C>
Cash flows from operating activities:

  Cash was received from:
    Collections on sales
     and receivables ................     $   192,000      $    12,000      $ 2,170,945      $   384,292
    Interest income .................             224              376              810            7,462
    Sale of utility system ..........            --               --            127,393          432,800
    Other ...........................            --                100            1,000            6,399
                                          -----------      -----------      -----------      -----------
                                              192,224           12,476        2,300,148          830,953
                                          -----------      -----------      -----------      -----------
  Cash was expended for:
    Selling, administrative
      and property taxes ............         114,879          100,434        1,052,643          567,285
    Interest paid (net of
      amounts capitalized) ..........            --               --             79,307             --
    Improvements to property ........         377,934          147,452          902,291          611,468
                                          -----------      -----------      -----------      -----------
                                              492,813          247,886        2,034,241        1,178,753
                                          -----------      -----------      -----------      -----------
Net cash provided by (used
  in) operating activities ..........        (300,589)        (235,410)         265,907         (347,800)
                                          -----------      -----------      -----------      -----------

Cash flow from investing activities:
  Purchase of property and
    equipment .......................            --             (1,335)            --             (1,335)
                                          -----------      -----------      -----------      -----------
Cash flow from financing activities:
  Net borrowings (repayments)
    from loans payable:
    Mortgage payable, bank ..........         263,820          200,001         (301,202)         353,284
    Net cash provided by
      (used in) financing
      activities ....................         263,820          200,001         (301,202)         353,284
                                          -----------      -----------      -----------      -----------
Net increase (decrease)
 in cash ............................         (36,769)         (36,744)         (35,295)           4,149

Cash, beginning of period ...........          42,925          124,795           41,451           83,902
                                          -----------      -----------      -----------      -----------

Cash end of period ..................     $     6,156      $    88,051      $     6,156      $    88,051
                                          ===========      ===========      ===========      ===========

                                    See notes to financial statements 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                      ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                                STATEMENTS OF CASH FLOWS
                         RECONCILIATION OF NET LOSS TO NET CASH
                              USED IN OPERATING ACTIVITIES
               THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996
                                      (UNAUDITED)

                                      Three Months Ended          Nine Months Ended
                                           June 30,                     June 30,
                                   -----------------------     -----------------------
                                      1997          1996          1997          1996
                                   ---------     ---------     ---------     ---------
<S>                                <C>           <C>           <C>           <C>
Net income (loss) .............    $(132,408)    $(173,192)    $ 409,784     $(680,454)
                                   ---------     ---------     ---------     ---------
Adjustments to reconcile  net
  income to net cash provided
  by (used in) operating
  activities:

  Depreciation ................          688           688         2,066         2,739
Change in assets and 
     liabilities:

     Increase in:
       Mortgage notes and
         other receivables ....     (143,717)       (5,495)      (14,971)         --
       Property held for sale .     (143,469)     (159,621)         --        (569,210)
       Other assets ...........      (58,129)      (17,934)      (14,366)      (17,934)
       Accounts payable and
         accrued liabilities ..      176,446       236,256          --         236,256
       Estimated costs of
         development of land
         and property sold ....         --          14,512          --          14,512
     Decrease in:
       Mortgage notes and
         other receivables ....         --            --            --         666,291
       Property held for sale .         --            --         356,466          --
       Other assets ...........         --         (40,994)         --            --
       Accounts payable and
         accrued liabilities ..         --         (61,648)     (473,072)         --
       Estimated costs of
         development of land
         and property sold ....         --         (27,982)         --            --
                                   ---------     ---------     ---------     ---------
Total adjustments .............     (168,181)      (62,218)     (143,877)      332,654
                                   ---------     ---------     ---------     ---------
Net cash flow Provided by
 (used in) operating activities    $(300,589)    $(235,410)    $ 265,907     $(347,800)
                                   =========     =========     =========     =========

Supplemental information concerning operating and financing activities:

During February, 1996, the accrued interest expense owed on the mortgage payable
general  partner  was  refinanced  and added to the  principal  of the  original
mortgage thus increasing the principal to $527,249.

                           See notes to financial statements. 
</TABLE>
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                       THREE MONTHS AND NINE MONTHS ENDED
                             JUNE 30, 1997 AND 1996




1. Interim financial statements:

         The accompanying  unaudited financial  statements have been prepared in
         accordance with the instructions to Form 10-Q and do not include all of
         the information and footnotes required by generally accepted accounting
         principles  for  complete  financial  statements.  In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary  for a  fair  presentation  have  been  included.
         Operating  results  for the nine  months  ended  June 30,  1997 are not
         necessarily  indicative  of the results  that may be  expected  for the
         fiscal year ending September 30, 1997. These statements  should be read
         in conjunction with the financial statements and notes thereto included
         in the  Company's  Annual Report on Form 10-K for the fiscal year ended
         September 30, 1996.


2. Income tax:

         The  Partnership has made no provision for income taxes since it is not
         subject to income taxes.  Instead, the partners are required to include
         in their income tax returns  their share of the  Partnership's  taxable
         income or loss.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           THREE AND NINE MONTHS ENDED
                             March 31, 1997 AND 1996
                                   (UNAUDITED)


Results of Operations

         During  the three and nine  month  periods  ended  June 30,  1997,  the
Partnership had revenues totaling $327,224 and $2,307,755,  respectively,  and a
net loss of $132,408 and $173,192, respectively.

         During the three months ended June 30, 1997,  revenues derived entirely
from from the sale of eleven residential lots from the Partnership's "Crestwood"
tract.  Approximately $1,538,757 was realized in February, 1997 on the sale of a
14 acre  portion of the  Partnership's  "Crestwood"  tract for use as a shopping
center site.  During the six months ended March 31, 1997, the  Partnership  also
sold to the County of Palm Beach, 35 one-acre lots (out of a 206 acres) owned by
the  Partnership in Palm Beach County,  for an aggregate  price of $190,108.  An
additional  $125,000 was realized  during the quarter ended December 31, 1996 on
the sale of the Partnership's  remaining  undeveloped land in Hernando County to
the State of Florida and three  residential  lots in Palm Beach County for gross
proceeds of $90,000.

         The majority of sales  during the quarter  ended June 30, 1997 was from
Phase I of the Crestwood tract.  This phase was developed over several years and
the accumulated  cost per lot,  including  capitalized  interest and real estate
taxes,  nearly equaled the per-lot sales prices.  It is  anticipated  that sales
from Phases II and III of the Crestwood  Tract will reflect a lower  accumulated
cost per lot with a consequent higher profit margin.


         Liquidity and Capital Resources

         In March, 1997, the Partnership discharged substantial obligations with
the proceeds of the foregoing  sales,  including  indebtedness to affiliates and
obligations relating to prior, discontinued merger negotiations.  As a result of
such activities,  Partnership's  cash balances,  which were $41,451 at September
30, 1996  declined  to $6,156 at June 30,  1997.  See  Financial  Information  -
Statements of Cash Flows.

         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. The Partnership's properties are described in Item 2 of
its report on Form 10-K for the year ended September 30, 1996 (the "Incorporated
1996 10K"). An extract from the  Incorporated  1996 10K containing Items 1 and 2
thereof is annexed to this  report as an Exhibit and is  incorporated  herein by
reference.

         As described in Item 2 of the Incorporated 1996 10K, the Partnership is
committed to the continuing  development of phases II and III of the "Crestwood"
single-family  tract  as  the  most  efficacious  manner  in  which  to  enhance
liquidation   values.   The  Partnership  is  currently   implementing   on-site
development  of the 166  lots in  Phases  II and III of the  Residential  Tract,
anticipated to require expenditures from and after June 30, 1997 in the range of
<PAGE>
$680,000,  which development is being financed with the balance of its borrowing
availability  under the Union Bank Loan referred to in "Residential  Lots Within
the Crestwood Tract" in Item 2 of the Incorporated  1996 10K, and the $1,074,000
of net proceeds of a public bond  financing  effected in  November,  1996 by the
Indian Trail Water  Control  District (the  "District.")  The bonds are a direct
obligation  of the  District  and  not  of the  Partnership,  and  interest  and
principal on the bonds will be payable from taxes levied on the lots in Phases I
II and III of the Crestwood  single-family Tract. Such bond issue resulted in an
increase in an aggregate real estate tax increase of approximately  $117,000 per
annum on the entire  single-family  Tract,  of which amount $600 is allocable to
each lot individually.

         Under the Partnership's  agreement with Lennar Homes, Inc.  ("Lennar"),
as described in the Incorporated  1996 10K, Lennar has contracted to purchase 86
lots in Phase II of the Residential Tract for an aggregate of $2,451,000.  It is
anticipated  that  closing  on at least 22 lots  will  occur  during  August  or
September  of  1997,   resulting  in  gross  proceeds  to  the   Partnership  of
approximately  $612,000 and net proceeds,  after  mandatory  loan  reductions of
$20,000  per lot and  brokerage  commissions  and  other  selling  expenses,  of
approximately $140,000.

         As described in the Incorporated 1996 10K, the Partnership obtained the
rezoning  of a 28 acre  portion  of the  Crestwood  Tract  previously  zoned for
multi-family  housing to permit the Partnership to develop a 14 acre portion for
use as a shopping center site. The Partnership has executed an agreement to sell
the entire 28 acre portion (hereafter the "Commercial  Site") to an unaffiliated
shopping center developer in four phases.  The closing on the first phase of the
Commercial  Site,  consisting  of a 14-acre  shopping  center site,  occurred in
February, 1997. See "Results of Operations" above. The completion of the second,
third and fourth  phases is subject to numerous  contingencies  described in the
Incorporated 1996 10-K and revenues under current contractual  arrangements with
the Purchaser are not likely to be received for several years.

         As described in the  Incorporated  1996 10-K,  206 lots located in Palm
Beach  County  (from  which  35  lots  were  recently  sold  - see  "Results  of
Operations" above) 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 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
recently denied an application for building permits, due to inadequate drainage.
This decision is being appealed.  The marketability of the remaining 171 lots in
the near to mid-term future would be adversely  affected unless this decision is
reversed either at the administrative or judicial level.

         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 the Union Bank
financing  described above, land sales,  contingent  utility receipts  described
"Utility  Contingent  Receipts"  in the  Incorporated  1996 10K,  and other bank
financing. As above indicated,  however, sales of land are subject to conditions
which might not be satisfied,  although the Partnership has no present knowledge
of  circumstances  which  would  render  likely  the  non-satisfaction  of  such
conditions.
<PAGE>
Affect of Land Sales on Future Cash Flow

         Although the Partnership has contracted to sell substantial portions of
its  residential  land  inventory  in the  Village,  the  requirement  to  repay
indebtedness  incurred to finance  necessary  on and off-site  development  work
required  by the  terms of  sales  contracts  makes  unlikely  distributions  to
partners  during fiscal 1997.  Distributions  in 1998 or thereafter  will depend
upon the rate of sales of remaining  land, and the prices  obtainable  therefor,
and  collection of  Contingent  Utilities  Receipts (see below).  At the present
time,  the  Partnership  retains  and  is  holding  for  sale,  other  than  the
residential  lots and the commercial  property in the Village  described  above,
multi-family  zoned  land  in  the  Village  presently  zoned  for  a  total  of
approximately 394 units (as to which the Partnership  recently rejected an offer
relating  to  310  units,  entirely  contingent  however  upon  the  prospective
purchaser's  satisfactory due diligence,  of approximately $2 million), 171 lots
in the vicinity of the Village  zoned for single  family homes but presently the
subject of litigation as to the availability of building permits, and a 470-acre
tract in the  acreage  (which was the subject of a $1.1  million  offer from the
Nature  Conservancy  on behalf of the  County of Palm  Beach and as to which the
Partnership has retained  condemnation  counsel to represent it in negotiating a
higher sale to the Conservancy or other parties and a parcel of approximately 12
acres under contract for sale to an unaffiliated shopping center developer which
contract is subject to necessary rezoning).

         Total net cash flow  which  might  become  available  for  distribution
remains  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 in the Incorporated
1996 10-K.  Although  maximum  future  payments  under the Utilities  Contingent
Receivable would total $5,603,000 the Partnership  received an annual payment of
only  $129,000  with respect to the contract  year ended 1996  (received in late
January,  1997) which was  substantially  less than the $433,000 received in the
previous  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.  The Partnership  currently estimates,  based
upon current rates of construction in the Village,  that the Contingent  Utility
Receivable payment for contract year 1997 will be in a range of only $100,000 to
$150,000.It is now considered  unlikely,  particularly in view of the decline in
payments  from  1995 to  1996,  that  the  rate  of new  construction  or  water
consumption  in such area will increase to a level which is sufficient to enable
the  Partnership  to receive the full amount,  or even a substantial  portion of
such maximum 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.
<PAGE>




                           PART II - OTHER INFORMATION


         (a)      Exhibits -

                  99- Copy of Items 1 and 2 from Annual Report of the Registrant
                  on Form 10-K for the fiscal year ended September 30, 1996.

         (b)      Reports on Form 8-K - None





<PAGE>

                                   SIGNATURES


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


                                                ROYAL PALM BEACH COLONY,
                                                LIMITED PARTNERSHIP

                                          By:   Stein Management Company, Inc.
                                                General Partner




DATE:  August  5, 1997                    By:   /s/ David B. Simpson
                                                ------------------
                                                David B. Simpson
                                                Vice President