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 March 31, 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


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 March 31, 1997
           -----                       --------------------------------
Limited Partnership Units                      4,485,504 units
<PAGE>
                                      INDEX


PART I.  Financial Information

                           Balance sheets -
                             March 31, 1997 and
                             September 30, 1996                      

                           Statements of operations -
                             Three months and six months ended
                             March 31, 1997 and 1996                 

                           Statements of cash flows -
                             Three months and six months ended
                             March 31, 1997 and 1996                 


                           Notes to financial statements             


                           Management's discussion and analysis
                             of financial condition and results
                             of operations                           



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


                                                     March 31,     September 30,
                                                       1997            1996
                                                    ------------    ---------
                                                    (unaudited)
<S>                                                 <C>               <C>
           ASSETS

Cash .......................................        $   42,925        $   41,451
Other receivables ..........................             4,572           133,318
Property held for sale .....................         4,750,053         5,249,988
Other assets ...............................            16,236            61,377
                                                    ----------        ----------
                                                    $4,813,786        $5,486,134
                                                    ==========        ==========

           LIABILITIES AND EQUITY


Liabilities:
  Mortgage payable, bank ...................        $1,499,639        $1,212,412
  Mortgage payable, general partner ........              --             527,249
  Mortgage payable, related party ..........              --             325,000
  Accounts payable and accrued
    liabilities ............................           387,922         1,037,440
  Estimated cost of development
    of land and property sold ..............            14,142            14,142


Equity:
  Partners' equity, 4,485,504 units
           outstanding .....................         2,912,083         2,369,891
                                                    ----------        ----------
                                                    $4,813,786        $5,486,134
                                                    ==========        ==========




                        See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                                    STATEMENTS OF OPERATIONS
                                THREE MONTHS AND SIX MONTHS ENDED
                                     MARCH 31, 1997 AND 1996
                                           (UNAUDITED)




                                         Three Months Ended               Six Months Ended
                                             March 31,                       March 31,
                                   ---------------------------      ---------------------------
                                       1997             1996            1997           1996
                                   -----------     -----------      -----------     -----------

<S>                                <C>             <C>              <C>             <C>
Revenues .....................     $ 1,659,912     $     7,197      $ 1,980,531     $   151,241
                                   -----------     -----------      -----------     -----------


Cost and expenses:

      Cost of sales ..........         774,480            --            892,963         106,210
      Selling, general and
       administrative expenses         298,325         233,768          416,799         379,768
      Interest ...............          10,313          15,371           33,434          30,989
      Terminated merger costs             --             5,000             --            70,720
      Depreciation and
       property taxes ........          63,447          28,920           95,143          70,816
                                   -----------     -----------      -----------     -----------

      Total costs and expenses       1,146,565         283,059        1,438,339         658,503
                                   -----------     -----------      -----------     -----------

Net income (loss) ............     $   513,347     $  (275,862)     $   542,192     $  (507,262)
                                   ===========     ===========      ===========     ===========

Net income (loss) per unit ...     $      0.11     $     (0.06)     $      0.12     $     (0.11)
                                   ===========     ===========      ===========     ===========

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 SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                               (UNAUDITED)



                                               Three Months Ended               Six Months Ended
                                                    March 31,                       March 31,
                                          ----------------------------      ----------------------------
                                             1997              1996             1997             1996
                                          -----------      -----------      -----------      -----------
<S>                                       <C>              <C>              <C>              <C>
Cash flows from operating activities:

   Cash was received from:
         Collections on sales
      and receivables ...............     $ 1,658,505      $                $ 1,978,945      $   372,292
     Interest Income ................             407            1,198              586            7,086
     Sale of utility system .........         127,393          432,800          127,393          432,800
     Other ..........................           1,000            5,999            1,000            6,299
                                          -----------      -----------      -----------      -----------
                                            1,787,305          439,997        2,107,924          818,477
                                          -----------      -----------      -----------      -----------

   Cash was expended for:
     Selling, administrative
      and property taxes ............         754,416          250,302          937,764          463,763
     Interest paid (net of
      amounts capitalized) ..........          77,259            1,173           79,307            3,088
     Improvements to property .......         257,242          223,034          524,357          464,016
                                          -----------      -----------      -----------      -----------
                                            1,088,917          474,509        1,541,428          930,867
                                          -----------      -----------      -----------      -----------

Net cash provided by (used in)
 operating activities ...............         698,388          (34,512)         566,496         (112,390)
                                          -----------      -----------      -----------      -----------


Cash flow from financing activities:
   Net borrowings from mortgage
    notes payable ...................        (697,248)         105,152         (565,022)         153,283
                                          -----------      -----------      -----------      -----------
Net increase in cash ................           1,140           70,640            1,474           40,893
Cash, beginning of period ...........          41,785           54,155           41,451           83,902
                                          -----------      -----------      -----------      -----------
Cash, end of period .................     $    42,925      $   124,795      $    42,925      $   124,795
                                          ===========      ===========      ===========      ===========



                                                  See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                      RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
                        PROVIDED BY (USED IN) OPERATING ACTIVITIES
                 THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1997 AND 1996
                                        (UNAUDITED)



                                      Three Months Ended              Six Months Ended
                                          March 31,                      March 31,
                                   ------------------------      ------------------------
                                      1997          1996            1997         1996
                                   ---------      ---------      ---------      ---------
<S>                                <C>            <C>            <C>            <C>
Net income (loss) ............     $ 513,347      $(275,862)     $ 542,192      $(507,262)
                                   ---------      ---------      ---------      ---------

Adjustments  to reconcile  net
income  (loss) to net cash
 provided by (used in)
 operating activities:

   Depreciation ..............           689          1,026          1,377          2,051
   Change in assets and
    liabilities:

    Increase in:
     Property held for sale ..          --         (259,723)          --         (409,589)

    Decrease in:
     Mortgage notes and
      other receivables ......       126,946        432,800        128,746        671,786
     Property held for sale ..       590,605           --          499,936           --
     Other assets ............        27,380         20,624         43,763         40,994
     Accounts payable and
      accrued liabilities ....      (560,579)        46,123       (649,518)        61,648
     Estimated costs of
      development of land
      and property sold ......          --              500           --           27,982
                                   ---------      ---------      ---------      ---------
Total adjustments ............       185,041        241,350         24,304        394,872
                                   ---------      ---------      ---------      ---------
Net cash flow provided by
  (used in) operating
  activities .................     $ 698,388      $ (34,512)     $ 566,496      $(112,390)
                                   =========      =========      =========      =========

                             See notes to financial statements
</TABLE>

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.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           SIX AND THREE MONTHS ENDED
                      March 31, 1997 AND December 31, 1996
                                   (UNAUDITED)





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 six months and three
months ended March 31, 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
                           SIX AND THREE MONTHS ENDED
                      March 31, 1997 AND December 31, 1996
                                   (UNAUDITED)


Results of Operations

         During  the six  months  ended  March 31,  1997,  the  Partnership  had
revenues totaling  $1,980,531.  Of the foregoing,  approximately  $1,538,757 was
realized in February,  1997 on the sale of a 14 acre portion of the Partership's
"Crestwood"  tract for use as a shopping center site. The Partnership  also sold
to the County of Palm Beach,  35 one-acre  lots out of a 206 acre tract owned by
the Partnership in Palm Beach County, for aggregate prices during the six months
ended  March 31,  1997 of  $190,108;  of these,  18 were sold during the quarter
ended March 31, 1997.  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
Hernando County for gross proceeds of $90,000.

         Revenues for the three months ended December 31, 1996, were $7,197.

         Liquidity and Capital Resources

         During the quarter  ended March 31, 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 which the Partnership's cash balances, which
were  $41,000 at September  30, 1996  remained at  approximately  the same level
($43,000) at March 31, 1997.  See  Financial  Information  - Statements  of Cash
Flows.

         The  Partnership's  future revenues will depend solely upon its ability
to develop and 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 Item 2 thereof
is annexed to this report as an Exhibit and is incorporated herein by reference.

         As  described  in of the  Incorporated  1996 10K,  the  Partnership  is
committed to the continuing  development of phases II and III of the "Crestwood"
residential 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 April 1, 1997 in the range of $1.9  million,  which
development is being financed with the balance of its borrowing  available under
the Union Bank Loan referred to in the following paragraph 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 the  Residential  Tract.
Such  bond  issue   resulted  in  an  aggregate  real  estate  tax  increase  of
approximately  $117,000  per annum on the  entire  Residential  Tract,  of which
amount $600 is allocable to each lot individually.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           SIX AND THREE MONTHS ENDED
                      March 31, 1997 AND December 31, 1996
                                   (UNAUDITED)


         During the quarter ended December 31, 1996 the Partnership's  financing
arrangements  with Union Bank  ("Bank") were amended to increase the Bank's loan
commitment from $2,175,000 to $2,725,000,  and the maturity date of the loan was
extended to January 31, 1998.  The  Partnership  is required to apply $20,000 of
the proceeds of each lot sale to payment of the Union Bank Loan.

         Under the Partnership's  agreement with Lennar Homes, Inc.  ("Lennar"),
as described in the Incorporated  1996 10K, Lennar has contracted to purchase of
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 the summer of
1997,  resulting in gross proceeds to the Partnership of approximately  $627,000
and net  proceeds,  after  mandatory  loan  reductions  of  $20,000  per lot and
brokerage  commissions and other selling  expenses,  of approximately  $140,000.
Lennar's  obligations  are subject to certain  conditions  as  described  in the
Incorporated 1996 10K.

         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  to an  unaffiliated  shopping  center  developer
("Purchaser")  in four phases.  The closing on the first phase,  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.

         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 current cash, the
Union Bank financing  described above, land sales,  contingent  utility receipts
described  "Utility  Contingent  Receipts" in the Incorporated 1996 10K, and the
proceeds of the Indian Trail Water Control  District bonds. As above  indicated,
however,  other sales of land  described  above 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.

Affect of Land Sales on Future Cash Flow

As  indicated  in Item 2 in the  Incorporated  1996  10K,  the  Partnership  has
determined to develop  portions of its remaining  properties in order to enhance
their ultimate selling price. It is unlikely,  in view of management's  decision
to continue  development  activities  as an aid to the  enhancement  of ultimate
liquidation proceeds,  that distributions to partners will be made during fiscal
1997.  However,  the successful  completion of sales  contracts  described above
could have a substantial  positive affect on liquidity and cash flow in the 1997
fiscal  year and  enable  the  partnership  to  resume  payment  of  liquidating
dividends in early part of the 1998 fiscal year.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                           SIX AND THREE MONTHS ENDED
                      March 31, 1997 AND December 31, 1996
                                   (UNAUDITED)


         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  contruction  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 Receviable 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.  There can be no assurance,  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




ITEM 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits -

                    99 - Copy of Items 1 and 2 from Annual  Report of the 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.
                                                  Managing General Partner




DATE:  May 15, 1997                      By:   /s/David B. Simpson
                                               -------------------
                                               Vice President