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




PART I.  Financial Information

          Balance sheets -
            March 31, 1999 and
            September 30, 1998

          Statements of operations -
            Three months and six months ended
            March 31, 1999 and 1998

          Statements of cash flows -
            Three months and six months ended
            March 31, 1999 and 1998

          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,
                                                        1999             1998
                                                     ----------       ----------
                                                              (unaudited)

<S>                                                  <C>              <C>
ASSETS

Cash                                                 $  301,726       $    6,553
Mortgage note and other receivables:
 Mortgage  note receivable, net of
  deferred profit of $264,593                         1,033,907             --
 Other receivables                                        1,189          439,825
Property held for sale                                2,491,131        4,279,599
Other assets                                             23,968           59,627
                                                     ----------       ----------

                                                     $3,851,921       $4,785,604
                                                     ==========       ==========



LIABILITIES AND PARTNERS' EQUITY


Liabilities:
  Mortgage notes payable, bank                       $  659,550       $1,321,750
  Accounts payable and other
    liabilities                                         655,657          917,795
  Deposit on land sales                                 125,000             --
                                                     ----------       ----------
                                                      1,440,207        2,239,545

Partners' equity:
  4,485,504 units authorized and
     outstanding                                      2,411,714        2,546,059
                                                     ----------       ----------

                                                     $3,851,921       $4,785,604
                                                     ==========       ==========
</TABLE>

                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                        THREE MONTHS AND SIX MONTHS ENDED
                             MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

                                     Three Months Ended            Six Months Ended
                                         March 31,                    March 31,
                                 --------------------------    --------------------------
                                     1999           1998           1999           1998
                                 -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>
Land Revenues:
  Gross sales of land            $      --      $   601,000    $ 2,766,500    $ 1,085,500
  Less profit deferred until
    principal collections are
    received                            --             --          264,593           --
                                 -----------    -----------    -----------    -----------
                                        --          601,000      2,501,907      1,085,500
Interest income                        4,232          3,237          5,544          6,119
Other income                            --           16,251         11,035         17,906
                                 -----------    -----------    -----------    -----------
                                       4,232        620,488      2,518,486      1,109,525
                                 -----------    -----------    -----------    -----------

Cost and expenses:
  Cost of sales                         --          493,415      2,000,225        871,134
  Selling, general and
    administrative expenses          182,251        186,954        500,688        313,863
  Interest                            14,817         23,335         38,803         23,335
  Depreciation and
    property taxes                    55,258         60,906        113,115        111,334
                                 -----------    -----------    -----------    -----------

      Total costs and expenses       252,326        764,610      2,652,831      1,319,666
                                 -----------    -----------    -----------    -----------

Net loss                         $  (248,094)   $  (144,122)   $  (134,345)   $  (210,141)
                                 ===========    ===========    ===========    ===========
Net loss per unit                $     (0.06)   $     (0.03)   $     (0.03)   $     (0.05)
                                 ===========    ===========    ===========    ===========

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>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
            THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

                                   Three Months Ended            Six Months Ended
                                        March 31,                    March 31,
                                 -------------------------    --------------------------
                                     1999         1998            1999           1998
                                 -----------   -----------    -----------    -----------
<S>                              <C>           <C>            <C>            <C>
Cash flows from operating
 activities:
   Cash was received from:
     Collections on sales
      and receivables            $    50,449   $   635,449    $ 1,593,064    $ 1,162,455
      Interest Income                  4,232         3,237          5,544          6,119
     Sale of utility system          438,572       228,660        438,572        228,660
     Other                              --          16,251         11,035         17,906
                                 -----------   -----------    -----------    -----------
                                     493,253       883,497      2,048,215      1,415,140
                                 -----------   -----------    -----------    -----------

   Cash was expended for:
     Selling, general and
      administrative, property
      taxes and other expenses       293,983       284,562        810,077        406,957
     Interest paid (net of
      amounts capitalized)            14,817        23,335         38,803         23,335
     Improvements to property
      held for sale                  105,450       333,466        241,962        804,303
                                 -----------   -----------    -----------    -----------
                                     414,250       641,363      1,090,842      1,234,595
                                 -----------   -----------    -----------    -----------

Net cash provided by
 operating activities                 79,003       242,134        957,373        180,545
                                 -----------   -----------    -----------    -----------


Cash flow from financing
 activities:
   Proceeds from mortgage
    notes payable, bank                 --         279,399         17,800        662,180
   Payments on mortgage
    payable,  bank                      --        (440,000)      (680,000)      (800,000)
                                 -----------   -----------    -----------    -----------


   Net cash (used in)
    financing activities                --        (160,601)      (662,200)      (137,820)
                                 -----------   -----------    -----------    -----------

Net increase in cash                  79,003        81,533        295,173         42,725
Cash, beginning of period            222,723         9,930          6,553         48,738
                                 -----------   -----------    -----------    -----------
Cash, end of period              $   301,726   $    91,463    $   301,726    $    91,463
                                 ===========   ===========    ===========    ===========
</TABLE>

                        See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                     RECONCILIATION OF NET LOSS TO NET CASH
                        PROVIDED BY OPERATING ACTIVITIES
            THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

                                    Three Months Ended            Six Months Ended
                                         March 31,                    March 31,
                                --------------------------    --------------------------
                                     1999         1998            1999         1998
                                -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
Net loss                        $  (248,094)   $  (144,122)   $  (134,345)   $  (210,141)
                                -----------    -----------    -----------    -----------

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

   Depreciation and
    amortization                        246            531            687          1,062
   Change in assets and
    liabilities:

    Decrease in:
     Mortgage notes and
      other receivables             263,009        305,615
     Property held for sale         (18,907)       227,110      1,788,468        160,894
     Other assets                    17,388          1,457         34,972         22,208
     Accounts payable and
      accrued liabilities          (160,651)       (95,525)      (262,138)       (68,951)
     Estimated costs of
      development of land
      and property sold                --          (10,326)          --          (30,142)

    Increase in:
     Deposits on land sales          50,000           --          125,000           --
     Mortgage notes and other
      receivables                   439,021           --         (595,271)          --
                                -----------    -----------    -----------    -----------
Total adjustments                   327,097        386,256      1,091,718        390,686
                                -----------    -----------    -----------    -----------
Net cash flow provided by
  operating activities          $    79,003    $   242,134    $   957,373    $   180,545
                                ===========    ===========    ===========    ===========
</TABLE>

                        See notes to financial statements
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                        THREE MONTHS AND SIX MONTHS ENDED
                             MARCH 31, 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 three  months and six months ended March 31,
         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
                                SIX MONTHS ENDED
                             MARCH 31, 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 six  month  periods  ended  March 31,  1999 and  1998,  the
Partnership had net revenues  totaling  $2,518,486 and $1,109,525  respectively,
and net a net loss of  ($134,345).  or ($0.03) per unit and ($210,141) or ($0.05
per  unit),  respectively.  However,  reflecting  the fact  that  there  were no
closings  of real estate  sales  during the quarter  ended March 31,  1999,  the
Partnership's  net loss in such  quarter  was  ($248,094)  or ($0.06)  per unit,
compared with a net loss of ($144,122) or ($0.03) in the quarter ended March 31,
1998.

         During the recent six-month period,  revenues derived  principally from
two  sales  aggregating  79 lots  from  phases  2 and 3 of the  Crestwood  Tract
development  (see  item  2 of the  Incorporated  1998  10-K).  These  lot  sales
aggregating   $2,416,500,    of   which   $1,298,500   is   represented   by   a
non-interest-bearing  promissory  note  due in  two  installments  with a  final
payment on September 30, 1999. The  Partnership  recognized a profit of $597,492
on these  transactions,  of which  $264,593 has been  deferred  until  principal
collections  are  received.  In addition,  $350,000 in gross sales was generated
from the cash sale 7.7 acres of multi-family zoned land, as to which a profit of
$168,793 was recognized.  The Partnership also received $125,000 in deposits and
closing extension fees.

         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.

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 $182,251 in the three months
ended March 31, 1999,  compared  with $186,954 in the  corresponding  quarter of
1998  primarily as the result of an increase in brokerage  commissions on higher
real estate sales.  Depreciation  and property  taxes have  remained  relatively
constant over the past two years, although future property taxes are expected to
decline reflecting substantial reductions in real estate inventory.

Liquidity and Capital Resources

Although  cash  proceeds  from  collections  on sales  and  receivables  totaled
$1,593,064 during the six months ended March 31, 1999, the Partnership  expended
cash of $241,962  for  improvements  to property  held for sale and $810,077 for
selling,  general and administrative,  property taxes and other expenses.  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
$650,000 from land sales during the six months ended March 31, 1999.  There were
no land sales in the quarter ended March 31, 1999.

Cash  increased  from $6,553 at  September  30, 1998 to $222,723 at December 31,
1998. Cash further increased to $301,726, as of March 31, 1999, due primarily to
a payment to the  Partnership  of  $438,572 in  connection  with the sale by the
Partnership's  corporate predecessor of a utility plant servicing the Village of
Royal  Palm  Beach.  See  "Utility   Contingent   Receivable,"  in  Item  2  the
Incorporated 1998 10-K.See  Financial  Information and Statements of Cash Flows.
The Company  also  received  $125,000 as  consifderation  for the  extension  of
closing dates under previously executed real estate salse contracts.

The Partnership has entered into an Option Agreement, for nominal consideration,
with the Nature  Conservancy  (on behalf of Palm Beach County) for the sale of a
tract of approximately  483 acres located in Palm Beach County, as described in
"Acreage in the  Vicinity of the  Village" in the  Incorporated  1998 10-K.  The
option  price,  if  exercised,  would be  aproximately  $1,385,000,  subject to
adjustment if a survey  determines  that  there are fewer  than 483 acres in the
tract. The exercise of the option can not be assured, and a number of conditions
must be satisfied by the Partnership  prior to such exercise.  Accordingly there
can be no assurance that this Option will ultimately  result in cash proceeds to
the Partnership.



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 March 31,  1999,  the  Partnership  retained  and was holding for sale (1) 20
residential lots and commercial property in the "Crestwood tract in the Village,
(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) (3) a tract of 4.54 acres in the Village zoned for
approximately 100 multi-family residential units (4) 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 , (5) a 470-acre tract in
the  vicinity of the  Village,  and (6) 12 acres in the  vicinity of the Village
being jointly  developed with an unrelated  party - see "Acreage in the Vicinity
of the Village.

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 of the Incorporated 1998
10-K. As indicated under such caption, although the amount to be 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.

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.

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. See Note 2 to the Financial Statements included with this report.






<PAGE>




                           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 - (a) Option  Agreement between  Registrant as Seller and
                        the Nature Conservancy dated March 1, 1999.

               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,
                               LIMITED PARTNERSHIP


                                    By: Stein Management Partnership, Inc.
                                    Managing General Partner

DATE: May 11, 1999                  By:
                                        ------------------------
                                    President