UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

Commission File Number:

333-264

Exact name of Registrant as specified in its charter:

South Seas Properties Company Limited Partnership

State or other Jurisdiction of incorporation or organization:

Ohio

I.R.S. Employer Identification Number:

59-2541464

Address of Principal Executive Offices:

12800 University Drive, Suite 350
Fort Myers, FL 33907

Registrant?s Telephone Number, including Area Code:

(941) 481-5600

Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or 
for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to such filing requirements 
for the past 90 days.	   X     YES	      NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all 
documents and reports required to be filed by Sections 12, 13 or 
15(d) of the Securities Exchange Act of 1934 subsequent to the 
distribution of securities under a plan confirmed by a court.
                  YES	      NO


	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
	FORM 10-Q
	JUNE 30, 1998

	INDEX

PAGE NO.
COVER LETTER 										

PART I									 		 

  ITEM 1

FINANCIAL INFORMATION

Consolidated Balance Sheets at
 June 30, 1998 and 
 December 31, 1997							1

Consolidated Statements of Operations
 for the Three Months and Six Months Ended
 June 30, 1997 and 1998						2

Consolidated Statements of Cash Flows
 for the Six Months Ended 
 June 30, 1997 and 1998						3-4

Notes to Consolidated Financial Statements			5-7

   ITEM 2

Management's Discussion and Analysis of 
  Financial Condition and Results of Operations		8-12

PART II

OTHER INFORMATION							13

SIGNATURES										14

EXHIBITS:

EXHIBIT 27 - FINANCIAL DATA SCHEDULE

EXHIBIT 99.1 - CALCULATION OF WEIGHTED AVERAGE
 UNITS OUTSTANDING

EXHIBIT 10.1 - MERISTAR (FORMERLY CAPSTAR) ASSET PURCHASE
 AGREEMENT

EXHIBIT 10.2 - MERISTAR (FORMERLY CAPSTAR) CONTRIBUTION
 AGREEMENT

EXHIBIT 10.3 - MERISTAR (FORMERLY CAPSTAR) FIRST AMENDMENT TO
 CONTRIBUTION AGREEMENT

EXHIBIT 10.4 - PERCENTAGE LEASE AGREEMENT DATED AS OF FEBRUARY
 19, 1998 AMONG BOYKIN HOTEL PROPERTIES, L.P. AS LESSOR, SOUTH
 SEAS ESTERO ISLAND, LTD., AS LESSEE, AND SOUTH SEAS
 PROPERTIES COMPANY LIMITED PARTNERSHIP AS GUARANTOR

<PAGE>
<TABLE>
<CAPTION>
	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
	CONSOLIDATED BALANCE SHEETS
	(In Thousands)
	(unaudited)

                                                   June 30,   December 31,
                                                    1998          1997    
<S>                                                 <C>      <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                            $ 1,358   $2,933
Restricted cash                                            6      144
Accounts receivable, trade                             4,891    5,814
Receivables from affiliates                                -       27
Inventories                                            1,731    1,714
Prepaid expenses and other                             1,301    2,255
                                                  
Total current assets                                   9,287   12,887
                                            
PROPERTY, PLANT AND EQUIPMENT, net                    92,363   87,684
                                            
LOAN COSTS, net                                        4,016    4,386
             
GOODWILL, net                                          6,737    6,942 

OTHER ASSETS                                           4,501    3,484
                                                  
Total assets                                        $116,904 $115,383 
                                                  
LIABILITIES AND PARTNERS' CAPITAL                 
 DEFICIENCY                                       
                                                  
CURRENT LIABILITIES                               
Current maturities of notes                 
 and mortgages payable                               $ 2,002   $1,500
Payables to affiliates                                   765        -
Accounts payable                                       5,108    4,986
Accrued expenses                                       3,737    1,767
Accrued payroll and related                            2,905    3,772
Customer deposits                                      4,091    5,297
Deferred revenue                                       1,500    1,949
                                                  
Total current liabilities                             20,108   19,271     
                                           
NOTES AND MORTGAGES PAYABLE, less                 
 current maturities                                   62,378   70,163
                                                  
BONDS PAYABLE                                         43,500   43,500
                                                  
OTHER LONG-TERM OBLIGATIONS                            1,376    1,305
                                                  
COMMITMENTS AND CONTINGENCIES                              -        -
                                                  
PARTNERSHIP UNITS SUBJECT TO REDEMPTION                  825      825
                                                  
MINORITY INTERESTS                                        76       30
                                                  
PARTNERS' CAPITAL DEFICIENCY                         (11,359) (19,711)
                                                  
Total liabilities and                  
 partners' capital                     
 deficiency                                         $116,904 $115,383
</TABLE>






The accompanying unaudited notes are an integral part of these unaudited 
consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
	CONSOLIDATED STATEMENTS OF OPERATIONS
	(In Thousands, except per unit data)
	(unaudited)

                                   Three Months             Six Months
                                   Ended June 30           Ended June 30
                                     1998       1997        1998     1997 
<S>                                   <C>        <C>       <C>       <C>
Revenues

Rooms                                 $21,416    $18,451   $47,294   $43,383
Food and beverage                       5,848      5,356    12,288    11,534
Retail                                  1,859      1,734     3,615     3,639
Golf                                      921        913     2,414     2,320
Spa and fitness                           761        678     1,511     1,375
Other                                   4,993      4,074    10,091     8,717
          
Total revenues                         35,798     31,206    77,213    70,968
	
Expenses  
          
Rooms                                   4,832      4,281     9,482     8,820
Food and beverage                       4,458      3,953     9,230     8,401
Retail                                  1,326      1,258     2,589     2,558
Golf                                      256        175       555       553
Spa and fitness                           418        383       851       750
Other                                   1,845      1,746     3,691     3,436
Condominium lease and rental expenses 	6,108	 4,829	12,297	10,933
Sales and marketing                     2,130      2,183     3,882     4,052
Maintenance and grounds                 1,621      1,448     3,211     2,951
General and administrative - 
 resort properties                      5,011      4,662     9,735     9,602
General and administrative  - 
 corporate overhead                     1,081        778     2,105     1,690
Depreciation and amortization           2,321      2,129     4,548     4,134

      Total expenses                   31,407     27,825    62,176    57,880
          
Income before non-operating items       4,391      3,381    15,037    13,088
          
Interest expense                       (2,489)    (2,446)   (5,071)   (5,071)
  Minority interests                      (16)        (9)      (46)      (31)
        
Net income                            $ 1,886    $   926    $9,920    $7,986
          
Net income per unit, basic            $   .42    $   .21    $ 2.20    $ 1.80
          
Net income per unit, diluted          $   .34    $   .21    $ 1.40    $ 1.19
        
Weighted average units outstanding,
  basic                                 4,516      4,427     4,516     4,427

Weighted average units outstanding,
  diluted                               8,659      4,427     8,659     8,569
          
</TABLE>








The accompanying unaudited notes are an integral part of these unaudited 
consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	Page 1 of 2
(In Thousands)
(unaudited)

                                                       Six Months
                                                    Ended June 30      
                                                    1998       1997 
<S>                                               <C>       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others         	$ 76,212	$ 70,883
Cash paid to suppliers, employees and affiliates   (55,861)  (53,327)
Interest paid                                       (5,000)   (5,181)
Net cash provided by operating           
   activities                                       15,351    12,375
                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:              
Capital expenditures/purchase of assets             (6,147)   (3,935)
Loans to affiliates, net of repayments                 792        57
Purchase of resort property assets                  (2,000)   (3,411)
Option payments                                       (507)        -
Acquisition costs and deposits                        (243)        -
Change in restricted cash/marketable securities        138         1
Other                                                   16         2
Net cash used by investing    
   activities                                       (7,951)   (7,286)
                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:              
Deferred loan costs                                   (125)     (228)
Principal payments, long-term debt                  (1,100)     (876)
Principal payments, under capital               
lease obligations                                     (112)      (62)
Distributions to partners                           (1,580)     (659)
Distributions to minority unit holders                   -       (16)
Principal payments under revolving line
 of credit                                         (10,250)   (9,000)
Draws under line of credit                           2,000     1,500
     Proceeds from long-term debt                    2,180         -
     Other                                              12         -
Net cash used by              
   financing activities                             (8,975)   (9,341)
                                                   
Net decrease in cash                                (1,575)   (4,252)
                                                   
Cash and cash equivalents, beginning of period       2,933     6,459
                                                   
Cash and cash equivalents, end of period           $ 1,358   $ 2,207
                                                   


</TABLE>




(continued)





The accompanying unaudited notes are an integral part of these unaudited 
consolidated financial statements.



<PAGE>
<TABLE>
<CAPTION>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Page 2 of 2
(In Thousands)
(unaudited)
                                               Six Months
                                              Ended June 30    
                                              1998     1997 
<S>                                          <C>       <C>

RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:

Net income                                   $ 9,920   $ 7,986

Adjustments to reconcile net income
to net cash provided by operating
activities
  Depreciation/amortization expense            4,548     4,134
  Minority interest                               46        31
       Gain on sale of fixed assets                -        (2)

Changes in assets and liabilities

(Increase) decrease in:
  Accounts receivable, net                       989     2,809
  Inventories                                     57         6
  Prepaid expenses and other assets              806      (848)

Increase (decrease) in:
            Accounts payable                     121    (1,116)
  Accrued expenses                               854     2,177
  Customer deposits                           (1,535)   (2,346)
  Deferred revenues                             (455)     (456)

     Total adjustments                         5,431     4,389

Net cash provided by operating activities	$15,351	$12,375



Supplemental schedule of noncash investing and financing activities:

In January, 1997 South Seas acquired the Seaside Inn on Sanibel Island, 
Florida for $6.5 million.  In connection with the acquisition, South Seas 
assumed liabilities of $2.5 million.

In May, 1998 South Seas entered into a ten-year lease arrangement on the 
Best Western Pink Shell Resort on Ft. Myers Beach. In connection with the 
lease, South Seas acquired certain operating accounts, (consisting 
primarily of accounts receivable, inventory and customer deposits) 
totalling $486 in assets, including $16 of cash, and assumed liabilities of 
$486.

</TABLE>








The accompanying unaudited notes are an integral part of these unaudited 
consolidated financial statements.

<PAGE>

Note 1.  Basis of Presentation

In the opinion of management, the accompanying unaudited 
consolidated financial statements contain all 
adjustments necessary (consisting of only normal 
recurring adjustments) to present fairly South Seas 
Properties Company Limited Partnership (?South Seas?) 
consolidated financial position as of June 30, 1998 and 
December 31, 1997 and the consolidated results of its 
operations for the three and six months ended June 30, 
1998 and 1997 and its consolidated cash flows for the 
six months ended June 30, 1998 and 1997.  The results of 
operations for the six month period ended June 30, 1998 
are not indicative of the results to be expected for the 
full year due to the seasonality of the business 
operation.  For further information, refer to the 
audited consolidated financial statements and notes 
thereto, included in South Seas' 10-K report.  Certain 
amounts in the financial statements have been 
reclassified to conform with the current presentation.  
These reclassifications had no effect on the results of 
operations previously reported.  The consolidated 
balance sheet at December 31, 1997 has been derived from 
the audited financial statements at that date but does 
not include all disclosures required by generally 
accepted accounting principles.  Refer to South Seas 
annual 10-K report for complete footnote disclosure.

Note 2.  Computation of Earnings Per Unit

Basic net income per unit is computed by dividing net 
income by the weighted average number of partnership 
units outstanding during the period. Accordingly, units 
outstanding for per unit purposes could be lower than 
actual units issued and outstanding at period end. 
Income per unit assuming dilution is computed by 
dividing net income by the weighted average number of 
units outstanding increased by assumed conversion of 
other potentially dilutive securities during the period.

Potentially dilutive units which have been included in 
the diluted per unit calculation were 4,143 in both 1997 
and 1998, derived from the assumed conversion of 
convertible bonds. Unit options issued under the 
Incentive Plan were not assumed exercised in 1997 or 
1998 due to their exercise price not exceeding market 
value.

Note 3.  Revolving Credit Line

In connection with the $40 million revolving line of 
credit with Credit Lyonnais, New York Branch, South 
Seas had available $20.4 million and $19.4 million at 
June 30, 1997 and 1998, respectively.  South Seas 
applies surplus seasonal working capital or draws 
working capital based on seasonal needs to reduce or 
increase the outstanding revolving loan balance.




Note 4.  Acquisitions and Leasing Activity

In March 1998, South Seas purchased a 9,233 square foot 
retail shopping center, adjacent to South Seas 
Plantation, for $2.9 million. This purchase was 
primarily financed with the proceeds of a new loan in 
the amount of $2.18 million. The note bears interest at 
LIBOR plus 225 to 300 basis points (the spread is 
determined by loan covenants relating to South Seas 
financial performance each quarter). Interest is due 
monthly, quarterly principal payments are $37 in 1999, 
$44 in 2000, two quarterly payments of $51 each in 
2001, with a ballooning maturity balance of $1.75 
million.

		On May 1, 1998, South Seas entered into a ten-year 
lease agreement on the Best Western Pink Shell Resort 
on Ft. Myers Beach. The lease requires annual minimum 
rental payments of $2.2 million, plus a percentage rent 
based on property revenues at various tiers. Terms of 
the agreement include South Seas' wholly owned 
subsidiary purchasing $2.0 million of the existing 
furniture and fixtures (to be used in the operation of 
the resort) and maintaining a net worth of $2.0 
million, $1.9 million of which is in the form of a 
guarantee from South Seas. Due to the timing of the 
transaction, the remaining 1998 rental payments have 
been set at $211 per month with no percentage rent 
during 1998. Regular lease terms become effective 
January 1, 1999.

Note 5. Recently Issued Accounting Pronouncements

SFAS 130, Reporting Comprehensive Income, is effective 
for fiscal years beginning after December 15, 1997. 
This Statement establishes standards for reporting and 
display of comprehensive income and its components in a 
full set of general purposes financial statements. This 
Statement requires that all items that are required to 
be recognized under accounting standards as components 
of comprehensive income be reported in a financial 
statement that is displayed with the same prominence as 
other financial statements. At June 30, 1998 South Seas 
had no items that qualified under this pronouncement 
and therefore no change occurred in its' reporting 
practices.

SFAS 131, Disclosures about Segments of an Enterprise 
and Related Information, effective for fiscal years 
beginning after December 15, 1997, establishes 
standards for reporting information about operating 
segments in annual financial statements and interim 
financial reports issued to unitholders. Generally, 
certain financial information is required to be 
reported on the basis that is used internally for 
evaluating performance of and allocation of resources 
to operating segments. Management has reviewed the 
criteria for segment reporting and has determined no 
such segmentation is applicable to its operations.




Note 6. MeriStar Transaction

		On April 15, 1998 South Seas publicly announced that 
it had entered into an agreement with CapStar Hotel 
Company (CapStar), under which CapStar and its 
affiliates will acquire substantially all of South 
Seas' assets. (Note: CapStar merged with American 
General Hospitality in early August and the new company 
name is MeriStar). Under the terms of the agreement, 
South Seas is obligated to make a tender offer for all 
of its outstanding 10% subordinated Notes due April 15, 
2003 and to solicit the consent of the Noteholders to 
certain modifications to the existing provisions of the 
Indenture governing the Notes. As of the date of this 
filing, the consent of over 99% of the bondholders to 
effect such a change was achieved. The minimum required 
percentage was 66.67%.


<PAGE>
PART I - FINANCIAL INFORMATION

Item 2 -	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction 
with ?Selected Historical Financial Data,? ?Selected 
Consolidated Financial Data? and the audited consolidated 
financial statements for South Seas and the notes thereto 
appearing in the annual 10-K report for the year ended 
December 31, 1997.

GENERAL

South Seas Properties Company Limited Partnership (or its' 
subsidiaries)(?South Seas?) is one of the largest owners and 
operators of upscale beachfront destination resorts and 
hotels in Florida.  South Seas owns seven resort and hotel 
properties, plus an 18 hole golf course, and leases/manages 
two additional resort properties, (collectively referred to 
as the ?Properties"). The Properties are located on either 
Sanibel, Captiva, Estero or Marco Islands off Southwest 
Florida's gulf coast, with one leased property (a resort and 
spa) located on Tampa Bay, Florida. The Properties are 
designed to appeal to families, leisure and retired travelers 
and business groups.  The Properties range in size and style 
from the 552-unit South Seas Plantation resort on Captiva 
Island, to the 269 unit, 11 story Marco Radisson, to the 30-
unit Song of the Sea Inn, a bed-and-breakfast located on 
Sanibel Island.  By offering a wide variety of price points 
and vacation experiences, South Seas is able to appeal to a 
broad section of the vacation market.  The Properties offer a 
combined total of approximately 1,700 condominium and hotel 
units, consisting of approximately 2,300 guestrooms, 
including luxurious beach homes, fully equipped condominiums, 
suites, cottages and hotel rooms.  South Seas owns and 
operates The Dunes Golf and Tennis Club on Sanibel Island, 
which features an 18-hole, par 70 golf course, seven soft 
surface tennis courts, full banquet and restaurant facilities 
and other amenities.  Guests staying at any of the Properties 
have access to the amenities and vacation activities offered 
at all of the Properties.  South Seas believes that this 
feature, combined with the Properties' attractive locations, 
enhances customer satisfaction and guests' perceptions of 
value.

Overall management and marketing of the Properties is 
coordinated through the Management Company, which is 
headquartered in Fort Myers. The day-to-day operation of each 
Property is the responsibility of an on-site general manager. 
 Management functions provided on a centralized basis include 
marketing, reservations, human resources, property renovation 
and development, management information systems, finance and 
accounting.  By providing these functions on a centralized 
basis, South Seas is able to achieve improved results on a 
more cost-effective basis.  Marketing of the Properties is 
accomplished through a combination of South Seas' own sales 
force and arrangements with both national and international 
representatives.

SEASONALITY

Properties owned or operated by South Seas are affected by 
normally recurring seasonal patterns.  Room rates are 
substantially higher and occupancy is somewhat higher during 
the months of January, February, March and April than during 
the remainder of the year.  Approximately 45% of South Seas' 
revenues are earned in the first four months of each year.  
Accordingly, South Seas' typically reports lower revenue and 
net income in the second, third and fourth calendar quarters. 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 
1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997

Revenues.  Revenues consist principally of room rentals, 
food and beverage sales, retail sales, spa and fitness 
revenues, and golf course operations.  Other revenue includes 
marina operations, long distance telephone charges, and 
management fees from non-consolidated entities, fees for the 
use of recreation facilities, commissions from realty sales, 
interest income and other miscellaneous items.  Revenues for 
the three months ended June 30, 1998 increased by 
approximately $4.6 million, or 14.7% over the prior period.  

Rooms revenues increased by approximately $3.0 million, or 
16.1% over the prior period. Approximately $1.1 million, or 
36.3% of the increase represents room revenues attributable 
to the Best Western Pink Shell Resort (leased May 1, 1998). 
Room revenues at resorts owned throughout both periods 
("Comparable Resorts") increased by $1.9 million, or 10.2% 
The increase in room revenues at Comparable Resorts resulted 
from an increase in the average daily rate ("ADR") and in the 
percentage of occupancy. ADR at Comparable Resorts was 
$189.44 for 1997, compared to $199.71 in 1998, an increase of 
$10.27, or 5.4%. Occupancy percentage at Comparable Resorts 
increased to 76.5% for the three months ended June 30, 1998 
from 73.7% for the same period in 1997. The increase in ADR 
reflects South Seas? efforts to maximize revenue per 
available room (?REVPAR?), during peak demand periods.  
During the three months ended June 30, 1998, REVPAR for 
Comparable Resorts increased by $13.10, or 9.4% over the same 
period in 1997. The Best Western Pink Shell Resort ("New 
Resort") had an occupancy percentage of 64.3% and ADR of 
$133.52 during the period under lease.

Food and beverage revenues for the three months ended
June 30, 1998 increased by $492,000, or 9.2% over the same 
period in 1997.  Approximately $160,000 or 32.5% of the total 
increase was attributable to the new lease of the New Resort. 
Comparable Resorts experienced growth over the prior period 
of $332,000 or 6.2%. Marco Radisson experienced the strongest 
growth in food and beverage revenues, increasing by $87,000 
or 16.0% over the prior period, primarily due to an increase 
in room nights in the group market segment and therefore 
higher banquet review.

	Retail revenues increased by $125,000 or 7.2% from the 
prior period. Approximately $48,000, or 38.4% of this growth 
was attributable to the New Resort.

Other revenues for the three months ended June 30, 1998 
increased by $919,000, or 22.7% over the prior period.  
Approximately $398,000 or 43.3% of the increase was from the 
New Resort. South Seas Plantation contributed $269,000, or 
29.2% of the growth in other revenues. Marked growth was 
experienced in several areas including deposit forfeitures, 
long distance telephone fees and group recreation programs. 
Also at South Seas Plantation, a per person per night service 
charge policy was implemented to cover a variety of 
previously individually charged services and products. 

Expenses.  Total expenses for the three months ended
June 30, 1998 increased by approximately $3.6 million, or 
12.9% over the prior period.  As a percentage of revenues, 
expenses decreased from 89.2% to 87.7%.  Analysis of major 
financial line items follows:

Room expenses for the three months ended June 30, 1998 
increased by $551,000 or 12.9% over the prior period. As a 
percentage of room revenues, room expenses decreased slightly 
from 23.2% to 22.6%, primarily due to the elimination of one 
senior level management position at the central reservations 
facility.

Condominium lease and rental expenses for the three months 
ended June 30, 1998 increased $1.3 million, or 26.5%. 
Approximately $659,000, or 51.5% of the increase relates to 
the lease payment on the New Resort. The remaining increase 
is related to increased room revenues and therefore greater 
amounts due to condominium owners in the lease program.

Net Income. Because of the foregoing factors, net income 
for the three months ended June 30, 1998 increased by 
$960,000 or 103.7% compared to the prior period.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997

Revenues. Revenues for the six months ended June 30, 1998 
increased by approximately $6.2 million, or 8.8% over the 
prior period.  Approximately $1.7 million, or 26.9% of the 
increase was related to the New Resort.

Rooms revenues increased by approximately $3.9 million, or 
9.0% over the prior period. Approximately $1.1 million, or 
27.5% of the increase represents room revenues attributable 
to the New Resort. Room revenues at Comparable Resorts 
increased by $2.8 million, or 6.5% over the prior period. The 
increase in room revenues resulted from an increase in the 
ADR and an increase in the percentage of occupancy. Occupancy 
percentages at Comparable Resorts increased to 78.7% for the 
six months ended June 30, 1998 from 76.9% for the same period 
in 1997.  ADR at Comparable Resorts increased $7.22, or 3.3% 
over the prior period ($226.64 vs. $219.42), and REVPAR 
increased by $9.46, or 5.6% ($178.30 vs. $168.84). The New 
Resort had an ADR of $133.50, and occupancy of 64.3% for the 
two months under lease.

Food and beverage revenues for the six months ended
June 30, 1998 increased by $754,000, or 6.5% over the same 
period in 1997.  Approximately $160,000 or 21.2% of the 
increase was due to food and beverage sales at the New 
Resort. Marco Radisson also experienced strong growth in food 
and beverage sales, increasing by $259,000 or 21.0% over the 
prior period, primarily due to an increase in room nights in 
the group market segment and therefore higher banquet 
revenues.

	Retail revenues decreased by $24,000 or .7% from the prior 
period. Management believes two factors influenced this 
decline: poor weather and an amenity access charge program. 
In 1998, Southwest Florida experienced significantly more 
days of rain during the peak season time frame than in the 
prior period. Poor weather means fewer guests frequenting 
retail outlets on-site and greater propensity to spend time 
off-site at major shopping outlets and malls. In addition, at 
South Seas Plantation, an amenity access program was 
instituted to restrict charge privileges to registered guests 
only.

Other revenues for the six months ended June 30, 1998 
increased by $1.4 million, or 15.8% over the prior period.  
Approximately $398,000 or 28.9% of the total increase was at 
the New Resort. Approximately $536,000, or 39.0% of the total 
increase was recognized at South Seas Plantation. Marked 
growth was experienced in several areas including deposit 
forfeitures, long distance telephone fees and group 
recreation programs. Also at South Seas Plantation, a per 
person per night service charge policy was implemented to 
cover a variety of previously individually charged services 
and products. 

Expenses.  Total expenses for the six months ended
June 30, 1998 increased by approximately $4.3 million, or 
7.4% over the prior period.  As a percentage of revenues, 
expenses decreased from 81.6% to 80.5%.  Analysis of major 
financial line items follows:

Room expenses for the six months ended June 30, 1998 
increased by $662,000 or 7.5% over the prior period. As a 
percentage of room revenues, room expenses decreased slightly 
from 20.3% to 20.0%, primarily due to the elimination of one 
senior level management position at the central reservations 
facility.

 	Sales and marketing costs for the six months ended
June 30, 1998 decreased by $170,000 or 4.2% over the prior 
period. As a percentage of total revenues, sales and 
marketing decreased from 5.7% in the six months ended
June 30, 1997 to 5.0% for the six months ended June 30, 1998. 
Included in the June 30, 1998 results is approximately 
$452,000 of marketing/media rebates. This unusual, non-
recurring reduction in expense is due to an independent audit 
of circulation of specific directory publications over the 
previous seven-year period. Circulation totals were below 
guaranteed levels at the time of placement; therefore, these 
rebates (per contract) are being refunded. South Seas 
management has decided to maintain their current marketing 
budgets for 1998; therefore, this should be a positive 
variance to the prior period throughout 1998.

Net Income. Because of the foregoing factors, net income 
for the six months ended June 30, 1998 increased by $1.9 
million, or 24.2% compared to the prior period.

LIQUIDITY AND CAPITAL RESOURCES

South Seas has historically financed its operations and 
capital expenditures through a combination of cash generated 
from operations, bank borrowings, borrowings from private 
investors, bond offerings and short-term credit facilities.

On March 28, 1996, South Seas completed the public 
offering of $43,500,000 of its 10% subordinated notes as 
offered in the Form S-1 Registration Statement (?Notes 
Offering?).  The terms of the Notes provided for the payment 
of interest monthly at 10%, and with no principal reduction 
until maturity on April 15, 2003.

The Notes are non-callable during the first four years of 
the term then become redeemable, in whole or in part, at the 
option of South Seas at various redemption prices (108.24% to 
112.62% of principal) during or after the year 2000.  After 
the occurrence of certain events, the holders of Notes will 
be offered the opportunity to convert the Notes at an 
exchange rate of $12 per partnership unit (subject to 
adjustment in certain circumstances).  Upon the stated 
maturity of the Notes, holders of Notes will be offered the 
opportunity to convert the Notes at an exchange rate of 
$10.50 per unit (subject to adjustment in certain 
circumstances).

On April 15, 1998, South Seas publicly announced that it 
had entered into an agreement with CapStar Hotel Company 
(CapStar), under which CapStar and its affiliates will 
acquire substantially all of South Seas' assets. (Note: 
CapStar merged with American General Hospitality in early 
August and the new company name is MeriStar). In connection 
with the announced transaction, South Seas was required to 
make a tender offer for all of its outstanding 10% 
subordinated Notes due April 15, 2003 and to solicit the 
consent of the noteholders to certain modifications to the 
existing provisions of the Indenture governing the Notes. As 
of the date of this filing, the consent of over 99% of the 
bondholders to effect such a change was achieved. The minimum 
required percentage was 66.67%.

On June 30, 1998, South Seas had cash and cash equivalents 
of approximately $1.4 million, and restricted cash of $6,000. 
 Cash and cash equivalents decreased by $1.6 million during 
the six months ended June 30, 1998.

Cash flow from operations was approximately $15.4 million 
for the six months ended June 30, 1998 as compared to $12.4 
million in the prior period. South Seas? other major source 
of cash in the 1998 period was proceeds of long-term debt of 
approximately $2.2 million for the purchase of a retail 
shopping center adjacent to South Seas Plantation. This 
strategic location provides South Seas the opportunity to 
increase its retail opportunities, as well as, increasing 
available on-site facilities by moving certain operations.  
South Seas? major uses of cash during the 1998 period were 
principal payments on outstanding debt of approximately $9.5 
million (net of draws), combined capital expenditures and 
acquisition/option payments of approximately $8.7 million, 
and distributions to partners of approximately $1.6 million.

South Seas is not currently a party to any legal 
proceeding which, in Management's opinion, is likely to have 
a material adverse effect on its operating results or 
financial position.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

	SFAS 130, Reporting Comprehensive Income, is effective for 
fiscal years beginning after December 15, 1997. This 
Statement establishes standards for reporting and display of 
comprehensive income and its components in a full set of 
general purposes financial statements. This Statement 
requires that all items that are required to be recognized 
under accounting standards as components of comprehensive 
income be reported in a financial statement that is displayed 
with the same prominence as other financial statements. At 
June 30, 1998 South Seas had no items that qualified under 
this pronouncement and therefore no change occurred in its' 
reporting practices.

	SFAS 131, Disclosures about Segments of an Enterprise and 
Related Information, effective for fiscal years beginning 
after December 15, 1997, establishes standards for reporting 
information about operating segments in annual financial 
statements and interim financial reports issued to 
unitholders. Generally, certain financial information is 
required to be reported on the basis that is used internally 
for evaluating performance of and allocation of resources to 
operating segments. Management has reviewed the criteria for 
segment reporting and has determined no such segmentation is 
applicable to its operations.


<PAGE>





	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
PART II - OTHER INFORMATION



Item 1.  Legal Proceedings
Not applicable

Item 2.  Change in Partnership Units
Not applicable

Item 3.  Defaults upon Senior Securities
Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
Not applicable

Item 5.  Other Information
Not applicable

Item 6.  Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit I - Weighted Average Units Outstanding
(b) Reports on Form 8-K
Bond Tender Offer filing made on July 15,1998

<PAGE>
	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
SIGNATURES
June 30, 1998

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.









                
ROBERT M. TAYLOR					RICHARD E. KRICHBAUM
CHAIRMAN OF T&T RESORTS, L.C.           VICE PRESIDENT OF FINANCE
GENERAL PARTNER OF                      S.S. RESORT MANAGEMENT L.C.
SOUTH SEAS PROPERTIES				GENERAL PARTNER OF
COMPANY LIMITED PARTNERSHIP			SOUTH SEAS RESORTS
(SIGNATURE)						COMPANY, L.P.
AUGUST 14, 1998					(SIGNATURE)
                                        AUGUST 14, 1998





TIMOTHY R. BOGOTT                       VIRGINIA S. BROOKS
PRESIDENT                               CORPORATE CONTROLLER 
S.S. RESORT MANAGEMENT, L.C.            S.S. RESORT MANAGEMENT,
GENERAL PARTNER OF SOUTH SEAS           L.C.
RESORTS COMPANY, L.P.				GENERAL PARTNER OF SOUTH
(SIGNATURE)						SEAS RESORTS COMPANY, L.P.
AUGUST 14, 1998					(SIGNATURE)
                                        AUGUST 14, 1998