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 and Nine Months Ended June 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 (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 [   ]

<PAGE>
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, 1999
           -----                    -----------------------------
Limited Partnership Units                  4,485,504 units


<PAGE>

                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP


                                      INDEX
                                      -----

                                                                 Page Number

PART I.   Financial information

                  Balance sheets -
                    June 30, 1999 and
                    September 30, 1998                                2

                  Statements of income -
                    Three months and nine months ended
                    June 30, 1999 and 1998                            3

                  Statements of cash flows -
                    Three months and nine months ended
                    June 30, 1999 and 1998                          4-5

                  Notes to financial statements                       6

                  Management's discussion and analysis
                  of financial condition                             7-8


Part II.  Other information and signatures                            9
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     June 30,    September 30,
                                                      1999            1998

                                                   -----------   -------------
                                                          (unaudited)
                             ASSETS
<S>                                                  <C>            <C>

Cash                                               $   411,962     $    6,553
Mortgage notes and other receivables:
  Mortgage receivable, net of
   deferred profit of $264,593                       1,033,907           -
  Other receivables                                      1,172        439,825
Property held for sale                               1,868,173      4,279,599
Other assets                                            61,616         59,627
                                                   -----------     ----------

                                                   $ 3,376,830     $4,785,604
                                                   ===========     ==========

                             LIABILITIES AND EQUITY

Liabilities:
  Mortgage payable, bank                           $      -        $1,321,750
  Accounts payable and accrued
    liabilities                                        245,061        917,795
  Deposit on land sales                                125,100           -
                                                   -----------     ----------
                                                       370,161      2,239,545
Partners' Equity:
  4,485,504 units authorized and outstanding         3,006,669      2,546,059
                                                   -----------     ----------

                                                   $ 3,376,830     $4,785,604
                                                   ===========     ==========
</TABLE>
                        See notes to financial statements
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                       THREE MONTHS AND NINE MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                  Three Months Ended      Nine Months Ended
                                       June 30,                June 30,
                                   1999        1998        1999        1998
Land Revenues:
<S>                             <C>         <C>         <C>         <C>
  Gross sales of land           $1,586,657  $ 617,880   $4,353,157  $1,703,380
  Less profit deferred until
    principal collections are
    received                          -          -         264,593        -
                                ----------  ---------   ----------  ----------
                                 1,586,657    617,880    4,088,564   1,703,380
Interest income                      6,239        702       11,783       6,821
Other income                           817        399          817      18,305
                                ----------  ---------   ----------  ----------
                                 1,593,713    618,981    4,101,164   1,728,506
                                ----------  ---------   ----------  ----------

Cost and expenses:
  Cost of sales                    662,145    499,621    2,651,335   1,370,755
  Selling, general and
    administrative expenses        299,106    185,998      799,794     499,861
  Interest                           7,748     31,282       46,551      54,617
Depreciation and
    property taxes                  29,758     70,094      142,873     181,428
                                 ---------  ---------   ----------  ----------
      Total costs and expenses     998,757    786,995    3,640,553   2,106,661
                                 ---------  ---------   ----------  ----------

Net income (loss)                $ 594,956  $(168,014)  $  460,611  $ (378,155)
                                 =========  =========   ==========  ==========

Net income (loss) per unit       $    0.13  $   (0.04)  $     0.10  $    (0.08)
                                 =========  =========   ==========  ==========

Weighted average number of
  units outstanding              4,485,504  4,485,504    4,485,504   4,485,504
                                 =========  =========   ==========  ==========
</TABLE>
                        See notes to financial statements
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                       THREE MONTHS AND NINE MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                               Three Months Ended          Nine Months Ended
                                    June 30,                    June 30,
                               1999         1998           1999        1998
                            -----------  ----------     ----------  ----------
<S>                       <C>            <C>            <C>         <C>
Cash flows from operating activities:

  Cash was received from:
    Collections on sales
     and receivables      $   1,586,774  $  687,577     $3,179,838  $1,850,032
     Interest income              6,239         702         11,783       6,821
    Sale of utility system          -           -          438,572     228,660
    Other                           817         399            817      18,305
                            -----------  ----------     ----------  ----------
                              1,593,830     688,678      3,631,010   2,103,818
                            -----------  ----------     ----------  ----------
   Cash was expended for:
    Selling, administrative
      and property taxes        642,375     159,487      1,452,452     566,444
    Interest paid (net of
      amounts capitalized)        7,748      31,282         46,551      54,617
    Improvements to property    173,921      59,244        404,848     863,547
                             ----------  ----------     ----------  ----------
                                824,044     250,013      1,903,851   1,484,608
                             ----------  ----------     ----------  ----------
Net cash provided by
   operating activities         769,786     438,665      1,727,159     619,210
                             ----------  ----------     ----------  ----------

Cash flow from financing activities:
  Proceeds from mortgage
    notes payable: bank            -           -            17,800     662,180
  Payments on mortgage
    payable, bank              (659,550)   (500,000)    (1,339,550) (1,300,000)
                             ----------  ----------     ----------   ----------
     Net cash used in
      financing activities     (659,550)   (500,000)    (1,321,750)   (637,820)
                             ----------  ----------     ----------  ----------
Net increase (decrease)
 in cash                        110,236     (61,335)       405,409     (18,610)

Cash, beginning of period       301,726      91,463          6,553      48,738
                             ----------  ----------     ----------  ----------
Cash, end of period          $  411,962  $   30,128     $  411,962   $  30,128
                             ==========  ==========     ==========  ==========

See notes to financial statements
</TABLE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                 RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
                        PROVIDED BY OPERATING ACTIVITIES
            THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                               Three Months Ended         Nine Months Ended
                                      June 30,                 June 30,
                                 1999         1998         1999         1998
                              ----------   ---------     ---------   -------
<S>                           <C>          <C>           <C>         <C>
Net income (loss)             $  594,956   $(168,014)    $ 460,611   $(378,155)
                              ----------   ---------     ---------   ---------
Adjustments to  reconcile  net
  income (loss) to net cash
  provided by operating
  activities:

  Depreciation                       165         472           852       1,534
Change in assets and
  liabilities:

    Increase in:
      Mortgage notes and
        other receivables             17        -         (595,254)       -
      Other assets               (37,814)    (40,171)       (2,842)    (17,963)
      Accounts payable and
        accrued liabilities         -        151,481          -         82,530
      Deposits on land sales         100        -          125,100        -
    Decrease in:
      Mortgage notes and
        other receivables           -         69,697          -        375,312
    Property held for sale       622,958     425,200     2,411,426     586,094
      Accounts payable and
        accrued liabilities     (410,596)       -         (672,734)       -
      Estimated costs of
        development of land
        and property sold           -           -             -        (30,142)
                               ---------   ---------    ----------   ---------
Total Adjustments                174,830     606,679     1,266,548     997,365
                               ---------   ---------    ----------   ---------
Net cash flow provided by
  operating activities         $ 769,786   $ 438,665    $1,727,159   $ 619,210
                               =========   =========    ==========   =========
</TABLE>
                       See notes to financial statements.
<PAGE>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                       THREE MONTHS AND NINE MONTHS ENDED
                             JUNE 30, 1999 AND 1998




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,  1999 are not
         necessarily  indicative  of the results  that may be  expected  for the
         fiscal year ending September 30, 1999. 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, 1998.


2. Income tax:

         The Partnership  has elected to continue its Partnership  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  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
                                NINE MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

Note: An extract from the Partnership's  Annual Report filed with the Securities
and Exchange Commission with respect to the fiscal year ended September 30, 1998
(the  "Incorporated  1998 10K")  containing  Items 1 and 2 thereof is annexed to
this report as an Exhibit, is incorporated herein by reference, and is hereafter
referred to as the "Incorporated 1998 10K."

     Results of Operations

     During  the  three  month  periods  ended  June  30,  1999  and  1998,  the
Partnership had net revenues totaling $1,593,713 and $618,981 respectively,  and
net income of $594,956, or $0.13 per unit and a net loss of ($168,014) or ($0.04
per unit),  respectively.  During the nine month periods ended June 30, 1999 and
1998,  the  Partnership  had net revenues  totaling  $4,101,164  and  $1,728,506
respectively,  and net income of  $460,611.  or $0.10 per unit and a net loss of
($378,155) or ($0.08 per unit), respectively.

         During   the  recent   three-month-month   period,   revenues   derived
principally from the sale of the final 20 lots to Lennar Homes of Florida,  Inc.
from the Crestwood Tract  development  pursuant to the contract  described under
Item 2 - "Residential  Lots within the Crestwood Tract" in the Incorporated 1998
10-K. In addition,  $968,503 in gross sales was generated  from the cash sale of
the  Partnership's  entire interest in a 24 acre tract described in the last two
paragraph of Item 2 of the  Incorporated  10-K.  The  Partnership  also received
$25,000 as a deposit in respect of the extension of a closing date relating to a
future sale,  and $48,155 for the sale of nine  undeveloped  lots located in the
vicinity of the Village of Royal Palm Beach.

         Since the Partnership's  activities consist  principally of the sale of
its  remaining  properties,  and the timing of  closing  dates for such sales is
usually subject to  contingencies  which often result in changes to such closing
dates,  a comparison of sales and income results from  corresponding  periods in
different years is not considered meaningful.

         During the recent fiscal quarter,  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 is negotiating the acceptance from such obligor of a deed
in lieu of  foreclosure,  and is  negotiating  for the  resale of the  property.
Management  believes  that a resale can be effected for an amount  approximating
the amount in default.
<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 $299,106 in the three months ended June 30, 1999,
compared with  $185,998 in the  corresponding  quarter of 1998  primarily as the
result of an increase in real estate  sales.  Depreciation  and  property  taxes
declined to $142,873  for the nine months  ended June 30, 1999 from  $181,428 in
the  corresponding  period last year,  and from $70,094 to $29,758 for the three
months  ended  June 30,  1998 and 1999,  respectively,  in each case  reflecting
declining real estate inventory levels.

         Liquidity and Capital Resources

Cash proceeds  from  collections  on sales and  receivables  totaled  $3,179,838
during the nine months ended June 30, 1999 and $1,586,774 during the three-month
period ended June 30, 1999.  During the most recent  quarter.  after  payment of
closing costs,  commissions and required  reductions in bank debt of $20,000 per
lot, the Partnership  realized net cash proceeds of approximately  $800,000 from
land sales during such period.  As a result of these events,  the  Partnership's
debt  under  credit  facilities  with Union  Bank of  Florida  (described  under
"Residential  Lots  within the  Crestwood  Tract" in Item 2 of the  Incorporated
10-K)  was  fully  paid in the  recent  three-month  period,  and cash  balances
increased from $6,553 at September 30, 1998 to $411,962 as of June 30, 1999.

         Affect of Land Sales on Future Cash Flow The  development and marketing
status  of  the  Partnership's  properties  is  described  under  Item  2 of the
Incorporated  1998 10-K. 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. At June 30, 1999, the Partnership
retained and was holding for sale

         (1) a  50%  interest  in  two  acres  of  commercial  property  in  the
"Crestwood"  tract in the Village  under option for sale for a price which would
generate gross proceeds to the Partnership  based on a a formula  anticipated to
result in a price in the range of $500,000.

         (2) multi-family  zoned land in the Crestwood tract presently zoned for
a remaining total of approximately 359 units, (as to which land zoned for 290 of
such units is under contract for a gross cash price of approximately $ 2,100,000
(and net  proceeds  of  approximately  $1,750,000  after  costs of sale) with an
anticipated closing date at the end of August, 1999)
<PAGE>
         (3) a tract of 4.54 acres in the  Village  zoned for  approximately  84
multi-family residential units

         (4) 162 lots in the vicinity of the Village zoned for  residential  use
but  presently  the subject of  litigation  as to the  availability  of building
permits, and

         (5) a 470-acre tract in the vicinity of the Village which is subject to
an option in favor of Palm Beach County for approximately  $1,370,000,  which is
scheduled to close on or about August 18, 1999.

         Total net cash flow which might become  available for  distribution  is
unpredictable due to continuing  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 of the Incorporated 1998
10-K.  As indicated  under such  caption,  although  the amount  received by the
Partnership in respect of 1998  represents a substantial  increase from receipts
in the two preceding years, it is nevertheless 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.

         Notwithstanding the foregoing,  and in view of substantial  anticipated
cash  collections  from sales scheduled to close,  the Board of Directors of the
Managing  Partner may consider a resumption of liquidating  distributions in the
near future. The amount of such distributions and their timing will be dependent
on the actual  occurrence of sale closings and could be delayed if such closings
are delayed. The amount of distributions could also be affected by the timing of
the  possible  resale  of  the  45  residential  lots  to be  recovered  by  the
Partnership  by virtue of the defaulted  mortgage  discussed  under  "Results of
Operations" above.

         Environmental  Matters  There  are no  environmental  contingencies  in
respect of the  Partnership or its properties.  Use of all of the  Partnership's
properties is subject to compliance  with state and county land use  regulations
relating to environmental  matters,  which the Partnership takes into account in
considering the values of its properties.
<PAGE>
         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.  Since  the  Partnership's  tax  basis  for  its  real  estate  assets  is
significantly  higher than its book  basis,  the  Partnership  did not incur any
federal  tax on  gross  income  for the tax year  ended  December  31,  1998 and
estimates that future tax year federal taxes will not be material.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     The Partnership is not a party to any significant legal proceedings.

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults Upon Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders

         None

Item 5. Other matters

         None

Item 6. Exhibits and Reports on Form 8-k

     (a) Exhibits -


        99 - (b) Copy of Items 1 and 2 from Annual  Report of the  Registrant on
Form 10-K for the fiscal year ended September 30, 1998.

     (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,
   m                            LIMITED PARTNERSHIP


                               By: Stein Management Company, Inc.
                               Managing General Partner

DATE: August 13, 1999          By:
                               ------------------------
                                    President


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