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 SEPTEMBER 30, 1996

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 re ports 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
                      SEPTEMBER 30, 1996

                            INDEX

                                                  PAGE NO.
COVER LETTER                                                

PART I                                                       

  ITEM 1

     FINANCIAL INFORMATION

     Consolidated Balance Sheets at
      September 30, 1995 and 1996 and 
       December 31, 1995                               1

     Consolidated Statements of Operations
      for the Three Months and Nine Months Ended
      September 30, 1995 and 1996                      2

     Consolidated Statements of Cash Flows
      for the Nine Months Ended September 30, 1995
      and 1996                                         3-4

     Notes to Consolidated Financial Statements        5-6

   ITEM 2

     Management's Discussion and Analysis of 
       Financial Condition and Results of Operations   7-14

PART II

     OTHER INFORMATION                                  15


SIGNATURES                                              16

EXHIBITS:

     EXHIBIT 10 - CREDIT LYONNAIS LOAN AGREEMENT

     EXHIBIT 27 - FINANCIAL DATA SCHEDULE

     EXHIBIT 99 - CALCULATION OF WEIGHTED AVERAGE
      UNITS OUTSTANDING

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

                                                       September 30       
                                        Dec. 31
                                        1995         1995         1996 
                                       (audited)  (unaudited)  (unaudited)
<S>                                        <C>          <C>        <C>
ASSETS

CURRENT ASSETS                         
     Cash and cash equivalents               $7,340     $ 8,825     $ 6,641
     Restricted cash                                      5,818          82          21
     Restricted marketable securities             -           -       3,263
     Accounts receivable, trade                           6,261       3,316       3,999
     Inventories                              1,847       1,689       1,671
     Prepaid expenses and other                           1,975       1,572       2,002

          Total current assets                           23,241      15,484      17,597

PROPERTY, PLANT AND EQUIPMENT, net           76,668      73,849      77,992

LOAN COSTS, net                               2,450       1,740       5,416

GOODWILL, net                                 6,805       6,896       6,531
     
OTHER ASSETS                                  1,662       1,426       1,905

          Total assets                     $110,826     $99,395    $109,441


LIABILITIES AND PARTNERS' CAPITAL
 DEFICIENCY

CURRENT LIABILITIES
     Current maturities of notes
      and mortgages payable                 $13,602     $15,728     $ 1,313
     Current maturities of bonds
      payable                                12,998       2,450           -
     Current obligations under
      capital leases                            398         402         256
     Accounts payable                         3,146       2,696       2,831
     Accrued expenses                         9,540       7,453       5,551
     Customer deposits                        4,708       3,011       3,188
     Deferred revenue                         1,073           8         425

          Total current liabilities          45,465      31,748      13,564

NOTES AND MORTGAGES PAYABLE, less
 current maturities                          75,555      60,988      64,294

BONDS PAYABLE, less current
 maturities                                       -      12,785      43,500

LONG-TERM OBLIGATIONS UNDER
 CAPITAL LEASES, less current
 obligations                                  1,112       1,221         706

OTHER LONG-TERM OBLIGATIONS                   1,384       1,384       1,304

COMMITMENTS AND CONTINGENCIES                     -           -           -

MINORITY INTERESTS                               12          13          18

PARTNERS' CAPITAL DEFICIENCY                (12,702)     (8,744)    (13,945)

          Total liabilities and
           partners' capital
           deficiency                      $110,826     $99,395    $109,441

</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
           SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In Thousands, except per unit data)
                              (unaudited)

                                          Three Months        Nine Months
                                       Ended September 30  Ended September 30 
                                       1995         1996     1995      1996 
<S>                                        <C>          <C>        <C>      <C>
Revenues

  Rooms                                    $10,795 $11,467   $46,174 $51,592
  Food and beverage                          3,214   3,216    12,531  13,611
  Retail                                     1,156   1,271     4,546   5,099
  Golf                                         204     411     1,776   2,196
  Spa and fitness                              431     468       601   1,892
  Other                                      3,157   3,489    12,078  12,998

        Total revenues                      18,957  20,322    77,706  87,388

Expenses

  Rooms                                      3,060   3,475     9,968  11,500
  Food and beverage                          2,779   3,076     9,448  10,678
  Retail                                               888     1,002   3,253          3,600
  Golf                                         161     240       662     777
  Spa and fitness                              278     278       351   1,064
  Other                                      1,422   1,658     4,747   5,135
  Condominium lease and rental
   expenses                                  3,296   3,533    13,289  14,639
  Sales and marketing                        1,532   2,041     4,202   5,854
  Maintenance and grounds                    1,176   1,275     3,285   3,836
  General and administrative
   - resort properties                       4,100   4,059    12,912  12,792
  General and administrative
   - corporate overhead                        974   1,094     2,893   2,989
  Depreciation and amortization              1,527   1,581     4,325   5,297
  Interest expense                           2,363   2,633     6,769   8,015
     
        Total expenses                      23,556  25,945    76,104  86,176

Income/(loss) before non-operating items
 and extraordinary item                     (4,599) (5,623)    1,602   1,212

  Net gain/(loss) on disposal/sale of
   fixed assets                               (308)      2      (305)      5
  Minority interests                            14       9       (15)    (22)
  Acquisition costs                           (340)      -      (340)      -

Income/(loss) before extraordinary item     (5,233) (5,612)      942   1,195
  Extraordinary item - early extinguish-
    ment of debt                                 -  (2,084)        -  (2,084)

        Net income/(loss)                  $(5,233)$(7,696)    $  942 $ (889)

  Net income/(loss) per unit before
    before extraordinary item              $ (1.22)$ (1.27)    $  .22 $  .28

  Net income per unit                      $ (1.22)$ (1.74)    $  .22  $(.20)

  Weighted average units
   outstanding                               4,308   4,414      4,269  4,351

</TABLE>


The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Page 1 of 2
                                   (In Thousands)
(unaudited)
                                                            Nine Months
                                                         Ended September 30
                                                          1995        1996 
<S>                                                    <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash received from customers and others              $ 80,255    $ 88,130
  Cash paid to suppliers, employees and affiliates      (67,073)    (76,062)
  Interest paid                                          (5,833)     (9,943)
        Net cash provided by operating
           activities                                     7,349       2,125

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures/purchase of assets                (4,564)     (5,458)
  Proceeds from sale of assets                                -           5
  Loans to affiliates, net of repayments                    724           -
  Change in restricted cash/marketable securities           840       2,534
  Cash acquired in purchase of resort property              353           -   Acquisition costs           (340)             -
        Net cash used by investing
           activities                                    (2,987)     (2,919)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                            7,440      70,480
  Deferred loan costs                                      (164)     (5,939)
  Principal payments, long-term debt                     (4,671)    (38,645)
  Principal payments, under capital
     lease obligations                                     (103)       (548)
  Principal payments, bonds payable                           -     (12,998)
  Distributions to partners                              (1,294)       (919)
  Distributions to minority interest                        (10)                  (16)
  Proceeds from the issuance of limited
     partner units                                            -         565
  Principal payments under revolving lines
     of credit                                                -     (11,885)
        Net cash provided by
           financing activities                           1,198          95

Net increase/(decrease) in cash                           5,560        (699)

Cash and cash equivalents, beginning of period            3,265       7,340

Cash and cash equivalents, end of period                $ 8,825     $ 6,641


</TABLE>







(continued)
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Page 2 of 2
(In Thousands)
(unaudited)
                                                           Nine Months
                                                       Ended September 30    
                                                        1995           1996 
<S>                                                    <C>           <C>

RECONCILIATION OF NET INCOME/(LOSS) TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:
     Net income/(loss)                                 $    942      $ (889)
     Adjustments to reconcile net income
        to net cash provided by operating
        activities
          Extraordinary item - early extinguish-
           ment of debt                                       -       2,084
          Depreciation/amortization expense               4,325       5,297
          (Gain)/loss on disposal/sale of fixed assets      305          (5)
          Minority interest                                  15          22
          Acquisition costs                                 340           -
     Changes in assets and liabilities
        (Increase) decrease in:
          Accounts receivable, net                        3,097       2,262
          Inventories                                         8         176
          Prepaid expenses and other assets                (290)       (270)
     Increase (decrease) in:
          Accounts payable                               (1,320)       (315)
          Accrued expenses                                  475      (4,069)
          Customer deposits                                (372)     (1,520)
          Deferred revenues                                (176)       (648)

             Total adjustments                            6,407       3,014

Net cash provided by operating activities               $ 7,349      $2,125



Supplemental schedule of noncash investing and financing activities:

  Capital lease obligations of $356 were incurred during the nine months 
  ended June 30, 1995 when South Seas entered into leases for the upgrade 
  of equipment.

  In 1995, South Seas acquired the Sanibel Inn in exchange for 71,374 
  partnership units.  As part of the exchange, South Seas acquired 
  $13.4 million in assets and assumed $12.3 million in liabilities.

  In 1995, South Seas issued 17,730 partnership units for the 
  satisfaction of $225 of accrued interest payable.

</TABLE>












The accompanying notes are an integral part of these financial statements.
<PAGE>
      SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
     NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Basis of Presentation

     In the opinion of management, the accompanying unaudited consolidated 
     financial statements contain all adjustments necessary to present 
     fairly South Seas Properties Company Limited Partnership ("South Seas") 
     consolidated financial position as of September 30, 1995 and 1996, 
     and the consolidated results of its operations for the three months 
     and nine months ended September 30, 1995 and 1996, and its 
     consolidated cash flows for the nine months ended September 30, 1995 
     and 1996.  The results of operations for the nine month period ended 
     September 30, 1996 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' Prospectus 
     dated March 25, 1996.


Note 2. Impact of Recently Issued Accounting Standards

     In October 1995, FASB issued SFAS No. 123, "Accounting for Stock 
     Based Compensation," effective for fiscal years beginning after 
     December 15, 1995.  SFAS No. 123 requires a fair value based 
     method of accounting for stock-based compensation.  South Seas 
     issued 118,750 limited partnership units under its' Management 
     Equity Incentive Plan during the nine months ended September 
     30, 1996.  South Seas will apply the existing accounting rules 
     contained in Accounting Principles Board Opinion No. 25, "Accounting 
     for Stock Issued to Employees," rather than adopt SFAS No. 123.  
     Therefore, no expense recognition for employee stock-based compensation 
     will be reflected in results of operations, however full disclosure as 
     required by SFAS No. 123 will be provided annually in the notes.

Note 3. Change in Debt Structure

     On March 28, 1996, South Seas completed the funding of the financing 
     transaction as offered in the form S-1 Registration Statement.  The 
     total aggregate principal amount raised was $43,500,000, with 
     interest payable monthly at 10%, and 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.  Subsequent to the occurrence of 
     certain events, the holders of Notes will be offered the opportunity 
     to exchange the Notes for partnership units at an exchange rate of 
     $12 per partnership unit (subject to adjustment in certain 
     <PAGE>
  
     circumstances).  Upon the stated maturity of the Notes, holders of 
     Notes will be offered the opportunity to exchange the Notes at an 
     exchange rate of $10.50 per unit (subject to adjustment in certain 
     circumstances).

     On May 13, 1996, South Seas entered into a loan modification 
     agreement whereby the entire amount of an existing loan balance 
     ($6,986,000) could be treated as a revolving loan.  On May 14, 1996 
     South Seas reduced the loan by $6,885,000 under this new loan 
     arrangement. No changes were made to existing amortization, interest 
     or maturity terms.  This loan was paid in full with the consolidation 
     loan on September 26, 1996.  (See discussion below).

     On June 24, 1996, South Seas amended an existing loan agreement 
     whereby the loan was bifurcated into a "permanent loan amount" 
     (approximately $14.1 million) and a "revolving loan amount" 
     ($5 million).  No changes were made in the existing amortization 
     schedule of principal, interest remains fixed at 10.8% on the 
     permanent loan amount, and will be prime plus two hundred (200) 
     basis points on the revolving loan amount.  On June 28, 1996 
     South Seas reduced the loan by $5,000,000 under this revolving 
     loan.  This loan was a part of the consolidation loan discussed below.

     On September 26, 1996, South Seas completed an $80 million senior 
     consolidation loan, which includes a $40 million amortizing term 
     portion and a $40 million revolving line of credit, to be used for 
     working capital and future acquisitions.  This loan will mature 
     September 26, 2001.  See Exhibit 10 for a complete discussion of 
     amortization schedule and interest rates.
<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 Unaudited Pro 
  Forma Consolidated Financial Data" and the historical and pro 
  forma and audited consolidated financial statements for South 
  Seas Properties Company Limited Partnership ("South Seas") and 
  the notes thereto appearing in the Prospectus.

GENERAL

  South Seas is one of the largest owners and operators of 
  upscale beachfront and/or destination resorts and hotels in 
  Florida.  South Seas owns six resort and hotel properties, leases, 
  operates and manages one resort spa, owns a golf and tennis club, 
  and manages two additional resort properties located on Florida's 
  Southwest coast.  South Seas consolidates the results of operations 
  of its owned properties and records management fees on the managed 
  properties.

  South Seas has implemented a growth strategy which focuses on 
  improving results at existing properties through increased revenues 
  and increasing its operating leverage through centralized management.  
  South Seas' growth strategy also focuses on acquiring and, to a lesser 
  extent, developing new resorts and hotels in targeted markets with 
  demographic and business characteristics consistent with its market 
  profile.  The Sanibel Inn was acquired on June 1, 1995 in exchange 
  for 71,374 limited partnership units ("Units") plus a contingent, 
  deferred cash payment of up to $700,000.  This acquisition was accounted 
  for under the purchase method for financial reporting purposes, and 
  its results of operations have been included in the consolidated 
  financial statements of South Seas for periods subsequent to the date 
  of acquisition.  In June 1995, South Seas entered into a four year 
  lease agreement (the "Safety Harbor Lease") through a wholly-owned 
  subsidiary, Safety Harbor Management Company, Ltd. ("Safety Harbor 
  Management Co.") with an unrelated party pursuant to which it operates 
  and manages the Safety Harbor Resort and Spa ("Safety Harbor," Safety 
  Harbor and the Sanibel Inn are collectively referred to herein as 
  the "New Resorts").  The Safety Harbor Lease also provides Safety 
  Harbor Management Co., with an option, expiring on May 31, 2000, to 
  purchase Safety Harbor for an aggregate purchase price of between 
  $17.5 million and $22.5 million, depending on the year the option is 
  exercised.  Management views the Safety Harbor Lease as a turnaround 
  opportunity at an under-performing resort, as evidenced by its 
  occupancy rate of approximately 35% in 1994 and 1995.  Management 
  believes that the performance of Safety Harbor can be improved by 
  making certain renovations at the resort and also utilizing South 
  Seas' marketing resources and operating skills.  The Safety Harbor 
  Lease requires that South Seas spend a minimum of $1.8 million in 
  capital toward renovation during the term of the lease.  South Seas 
  anticipates that it will benefit, following a period where the resort 
  will be renovated and repositioned, from improved 
  <PAGE>

operating results at Safety Harbor since the lease payments under the 
Safety Harbor lease are fixed amounts and South Seas' right to purchase 
Safety Harbor under the Safety Harbor Lease is based on a series of 
annual fixed option prices.

SEASONALITY

  Properties owned or operated by South Seas (collectively "the 
  Properties") are affected by normally recurring seasonal patterns.  
  Room rates and occupancy are generally higher during the months of 
  January, February, March and April than during the remainder of the 
  year.  As much as 45-50% of South Seas' revenues is earned in the 
  first four months of each year.  Accordingly, South Seas' operations 
  are seasonal in nature, with lower revenue and net income in the 
  second, third and fourth calendar quarters. 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995

  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, fees for the use of recreation 
  facilities, commissions from realty sales, interest income and 
  other miscellaneous items.  Revenues for the three months ended 
  September 30, 1996 increased by $1.4 million, or 7.2% over the prior 
  period.  

  Rooms revenues increased by $672,000, or 6.2% over the prior period.  
  The increase in rooms revenues resulted from an increase in the 
  average daily rate ("ADR"), and an increase in occupancy.  ADR was 
  $148.02 for 1996, compared to $144.46 in 1995, an increase of $3.56, 
  or 2.5%.  Occupancy as a percentage of total rooms available, 
  increased to 62.2% in 1996 from 60.8% for the same period in 1995.  
  The changes in ADR and occupancy combine to reflect South Seas efforts 
  to maximize revenue per available room ("REVPAR"), during both high 
  and low demand periods.  During the July through September period of 
  1996, REVPAR increased $4.18 or 4.8% over the same period in 1995. 

  Retail revenues for the three months ended September 30, 1996 increased 
  by $115,000, or 10.0% over the same period in 1995.  The renovated 
  Dunes Golf & Tennis Club's pro shop produced approximately $61,000 or 
  53% of the growth over the prior period.  

  Other revenues for the three months ended September 30, 1996 
  increased by $332,000, or 10.5% over the prior period.  Approximately 
  $133,000 or 40.1% of the increase was attributable to brokerage 
  commissions earned on third party fund raising efforts.  
  Additionally, higher interest earnings on both restricted reserve 
  account balances and cash balances were realized.

  Expenses.  Total expenses for the three months ended 
  September 30, 1996 increased by $2.4 million, or 10.1% over 
  the prior period.  As a percentage of revenues, expenses increased 
  slightly 
  <PAGE>

from 124.3% to 127.7% for the period.  As noted earlier, South Seas 
operations are seasonal in nature.  Therefore, fixed costs may cause 
expenses to meet or exceed revenues during lower revenue quarters.  This 
is a normal, recurring pattern in their business cycle.
  
  Rooms expenses for the three months ended September 30, 1996 
  increased by $415,000 or 13.6% over the prior period.  As a 
  percentage of rooms revenues, rooms expenses increased slightly 
  from 28.3% to 30.3%, due primarily to additional costs at the 
  Vacation Planning Center.

  Sales and marketing costs for the three months ended 
  September 30, 1996 increased $509,000 or 33.2% over the prior 
  period.  As a percentage of total revenues, sales and marketing 
  increased from 8.1% in the three months ended September 30, 1995 
  to 10.0% for the three months ended September 30, 1996, primarily 
  due to increased marketing effort to reposition Safety Harbor.

  For the three months ended September 30, 1996, maintenance and 
  grounds expense increased by $99,000 or 8.4% over the prior period. 
  Primary increase is due to the Dunes being open for operations 
  during 1996 and closed for renovation during 1995 (approximately 
  $119,000).  As a percentage of total revenues, maintenance and 
  grounds expense remained relatively flat at 6.2% during 1995 and 
  6.3% during 1996.  

  General and administrative expense for the three months ended
September 30, 1996 increased by $79,000, or 1.5% over the prior 
period, and as a percentage of revenues decreased from 26.8% to 25.4%.  

  Depreciation and amortization expense for the three months ended 
  September 30, 1996 increased by $54,000 or 3.5% over the prior 
  period.  As a percentage of revenues, depreciation and amortization 
  expense decreased from 8.1% to 7.8%. 

  Interest expense for the three months ended September 30, 1996 
  increased by $269,000 or 11.4% over the prior period.  The increase 
  was primarily attributable to the additional indebtedness partially 
  offset by an overall lower cost of funds that was incurred in 
  March 1996 with the issuance of the $43.5 million of convertible bonds.

  Extraordinary item - early extinguishment of debt.  In September 
  1996 South Seas obtained an $80,000,000 consolidation loan.  A 
  non-cash loss was incurred of approximately $2.1 million and has 
  been treated as an extraordinary item.

  Net Loss.  As a result of the foregoing factors, net loss for 
  the three months ended September 30, 1996 increased by $2.5 
  million compared to the prior period.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995

  Revenues.  Revenues consist principally of room rentals, food 
  <PAGE>

and beverage sales, retail sales, spa and fitness revenues, and 
golf course operations.  Other revenue includes marina operations, 
long distance telephone charges, fees for the use of recreation 
facilities, commissions from realty sales, interest income and 
other miscellaneous items.  Revenues for the nine months ended 
September 30, 1996 increased by $9.7 million, or 12.5% over the 
prior period.  

  Rooms revenues increased by $5.4 million, or 11.7% over the 
  prior period.  Approximately $4.0 million, or 73.0% of the increase 
  represents room revenues attributable to the New Resorts.  Rooms 
  revenues at Comparable Resorts increased by approximately $1.4 
  million or 3.3%.  The increase in room revenues at Comparable 
  Resorts resulted from an increase in the ADR, combined with an 
  increase in the percentage of occupancy.  ADR at Comparable Resorts 
  was $202.60 for 1996, compared to $200.42 in 1995, an increase 
  of $2.18 or 1.1%.  Occupancy percentage at Comparable Resorts 
  increased to 76.8% in 1996 from 76.0% for the same period in 
  1995.  The changes in ADR and occupancy combine to reflect South 
  Seas efforts to maximize REVPAR, during both high and low demand 
  periods.  During the nine months ended September 30, 1996, REVPAR 
  for Comparable Resorts increased $3.24 or 2.1% over the same period 
  in 1995.  The New Resorts had an occupancy percentage of 47.8%, 
  ADR of $148.18 and REVPAR of $70.57 during the nine months ended 
  September 30, 1996, however relative occupancy levels, REVPAR, and 
  ADR at the New Resorts are depressed in large part as a result of 
  Safety Harbor.  Management of South Seas believes operating results 
  at Safety Harbor will begin to improve over time as its operational 
  skills and marketing resources are fully utilized.  

  Food and beverage revenues for the nine months ended September 
  30, 1996 increased by $1.1 million, or 8.6% over the same period 
  in 1995.  The increase was due primarily to the additional food 
  and beverage operations at Safety Harbor, $937,000 or 86.8% of the 
  total increase.  Food and beverage revenues at the Comparable Resorts 
  increased slightly by $143,000 or 1.2% over the prior period.

  Retail revenues for the nine months ended September 30, 1996 
  increased by $553,000, or 12.2% over the same period in 1995.  
  Approximately $156,000, or 28.2% of the increase was due primarily 
  to retail operations at the New Resorts.  Retail revenues for 
  Comparable Resorts for the nine month period in 1996 increased 
  by $397,000, or 8.9% compared to the prior period.  The renovated 
  Dunes Golf & Tennis Club's pro shop produced approximately $141,000 
  of the growth over the prior period.  South Seas Plantation produced 
  approximately $248,000 over the prior period through increased sales 
  at their grocery outlets.  

  Golf revenues increased $420,000 or 23.7% for the nine months 
  ended September 30, 1996 over the prior period.  This was a result 
  of the renovated Dunes Golf and Tennis Club being open for business 
  in 1996 versus closed and under renovation in 1995.

  Spa and fitness revenues increased by $1.3 million or 214.8% 
  <PAGE>

reflecting the results of operations at Safety Harbor, which was leased 
effective June 1, 1995.  Thus, 1996 results reflect nine months of 
activity versus four months in 1995.

  Other revenues for the nine months ended September 30, 1996 increased 
  by $920,000, or 7.6% over the prior period. Approximately $470,000 
  of the increase was attributable to the Comparable Resorts.  
  Additional club membership revenue at the renovated Dunes Golf 
  and Tennis Club accounted for $246,000 of the increase.  Other 
  revenues at Sundial were up approximately $210,000, primarily in 
  the recreation department.  This is a result of termination of the 
  bike and boat concession which provided only a percentage of rental 
  income.  This operation is now owned and directly provided by the 
  resort to its guests.  The New Resorts contributed $450,000 or 48.9% 
  of the total increase in other revenues.

  Expenses.  Total expenses for the nine months ended September 30, 1996 
  increased by $10.1 million, or 13.2% over the prior period.  As a 
  percentage of revenues, expenses increased slightly from 97.9% to 
  98.6% for the period.  As noted earlier, South Seas operations are 
  seasonal in nature.  Therefore, fixed costs cause may expenses to meet or 
  exceed revenues during lower revenue quarters.  This is a normal, 
  recurring pattern in their business cycle.
  
  Rooms expenses for the nine months ended September 30, 1996 increased 
  by $1.5 million or 15.4% over the prior period.  Rooms expenses at 
  Comparable Resorts increased $727,000 or 7.6% for the same period.  
  Approximately $805,000 or 52.6% of the total increase reflects the 
  additional expenses associated with the New Resorts.  As a percentage 
  of rooms revenues, rooms expenses increased slightly from 21.6% to 22.2%. 

  Sales and marketing costs for the nine months ended September 30, 1996 
  increased $1.6 million or 39.3% over the prior period, of which 
  $787,000 or 47.6% of the total increase was associated with operations 
  of the New Resorts.  The $865,000 or 22.9% increase experienced at the 
  Comparable Resorts is above the percentage growth in revenues and 
  reflects marketing efforts targeted for the off-season.  As a percentage 
  of total revenues, sales and marketing increased from 5.4% in the nine 
  months ended September 30, 1995 to 6.7% for the nine months ended 
  September 30, 1996, primarily due to increased marketing effort to 
  reposition Safety Harbor.

  For the nine months ended September 30, 1996, maintenance and grounds 
  expense increased by $551,000 or 16.8% over the prior period, of which 
  $270,000 or 49.0% of the total increase was attributable to the New 
  Resorts.  Increase at the Comparable Resorts for the same period was 
  $281,000 or 9.2% and is consistent with expected maintenance costs for 
  1996.  As a percentage of total revenues, maintenance and grounds expense 
  increased from 4.2% to 4.4%.

  General and administrative expense for the nine months ended
September 30, 1996 decreased by $24,000, or .15% over the prior 
<PAGE>

period, and as a percentage of revenues decreased from 20.3% to 18.1%.   
Approximately $1.3 million increase in general and administrative expenses 
was attributable to operations of the New Resorts.  These costs were 
partially offset by reductions in insurance reserves.  At 
September 30, 1995 South Seas accrued $325,000 in additional health 
insurance reserves.  At September 30, 1996 South Seas reduced casualty 
insurance reserves by $347,000 to accurately reflect workers compensation 
claims reductions.  The combined impact of these two insurance 
adjustments produces a $672,000 decrease from September 1995 to 
September 1996.  The remaining $700,000 is due to timing of certain 
expenses.   Certain expenses budgeted to occur during this time period 
were not incurred.  However, management anticipates these to be incurred 
in future periods.

  Depreciation and amortization expense for the nine months ended 
  September 30, 1996 increased by $972,000 or 22.5% over the prior 
  period.  As a percentage of revenues, depreciation and amortization 
  expense increased from 5.6% to 6.1%.  The increase, both in dollars 
  and as a percentage of revenues, resulted from the impact of New Resorts 
  acquired in June 1995 ($512,000 or 52.7% of the total), increased 
  depreciation expense on the significant fixed asset additions placed 
  in service within the last twelve months and higher amortization of 
  loan costs associated with the public debt offering.

  Interest expense for the nine months ended September 30, 1996 
  increased by $1.2 million or 18.4% over the prior period.  The 
  increase was attributable to the additional indebtedness that was 
  incurred in March 1996 with the issuance of the $43.5 million of 
  convertible bonds and $40,000 was associated with the New Resorts.

  Extraordinary item - early extinguishment of debt.  In September 1996 
  South Seas obtained an $80,000,000 consolidation loan.  A non-cash loss 
  was incurred of approximately $2.1 million and has been treated as an 
  extraordinary item.

  Net Income/(loss).  As a result of the foregoing factors, net income 
  for the nine months ended September 30, 1996 decreased by $1.8 million 
  compared to the prior period.

LIQUIDITY AND CAPITAL RESOURCES

  South Seas has historically financed its operations and capital 
  expenditures with cash generated from operations, bank borrowings, 
  borrowings from private investors, corporate bonds 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 total 
aggregate principal amount raised was $43,500,000, including the 
full $3.5 million over allotment, with interest payable monthly 
at 10%, and with no principal reduction until maturity on April 15, 2003.


<PAGE>

  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.  Subsequent to 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).

  South Seas believes that cash generated by operations, together with 
  the proceeds from the Notes Offering will be adequate to meet its 
  working capital, debt service and capital expenditure requirements 
  through 1996.  South Seas' outstanding indebtedness, together with 
  the Notes, places certain debt service obligations on the partnership.  
  Subsequent to 1996 South Seas believes that it may be necessary to 
  obtain additional debt or equity financing in order to accommodate 
  its plan for growth and expansion.  South Seas intends to pursue 
  resort and/or hotel acquisitions and to a lesser extent development 
  opportunities in order to achieve growth in its portfolio of 
  properties.  A portion of the expenditures associated with this 
  growth strategy will be funded with cash generated from operations 
  and proceeds from the Notes Offering.  

  In addition, under the terms of the indenture (executed in connection 
  with the Notes Offering), South Seas may release, under certain 
  conditions, the $3.3 million in funds reserved for interest 
  payments on the Notes.  These funds would also be available for 
  renovations and/or acquisitions.  However, South Seas anticipates 
  that implementation of its growth strategy will require it to obtain 
  additional debt or equity financing.  The amount of additional 
  financing required by South Seas in order to implement its growth 
  strategy will depend on several factors, including the purchase 
  price and renovation costs associated with acquisitions and South 
  Seas' available cash resources at the time of a particular 
  transaction.  Although there can be no assurance as to South 
  Seas' ability to obtain financing in the amounts it requires on 
  commercially reasonable terms, if at all, South Seas believes that, 
  based upon its current financial condition and results of operations, 
  such financing will be available to it.  South Seas' inability to 
  obtain additional financing could have a material adverse effect 
  on its results of operations, financial condition and future 
  prospects.  The indenture places restrictions on the amount of 
  additional Funded Indebtedness (as defined in the prospectus 
  delivered in connection with the Notes Offering) that South Seas 
  may incur.
 
  On September 30, 1996, South Seas had cash and cash equivalents of 
  $6.6 million; and restricted cash and marketable securities, which 
  was primarily funds held as a interest reserve fund on notes payable, 
  of $3.3 million.  Cash and cash equivalents increased by $699,000 
  during the nine months ended September 30, 1996.

  Cash flow from operations was approximately $2.1 million for the 
  <PAGE>

nine months ended September 30, 1996 as compared to $7.3 million 
in the prior period.  Cash flow from operations was negatively 
impacted by a $4.1 million increase in interest paid during 1996.  
This significant increase in interest paid was attributed to the 
early retirement of numerous notes, bonds and accrued interest 
thereon with the proceeds from the public offering and now having 
higher debt balances with monthly interest payments.  South Seas' 
other major source of cash in the 1996 period was proceeds of 
$43.5 million from the Notes Offering.  In addition to funding its 
operating activities, South Seas' major uses of cash during the 1996 
period were principal payments on outstanding debt of approximately 
$63.5 million (primarily through proceeds of the Notes Offering, 
including $11.9 million under revolving lines), capital expenditures 
and asset purchases of approximately $5.5 million, and distributions 
to partners of approximately $919,000.

  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

  In October 1995, FASB issued SFAS No. 123, "Accounting for Stock 
  Based Compensation," effective for fiscal years beginning after
December 15, 1995.  SFAS No. 123 requires a fair value based 
method of accounting for stock-based compensation.  South Seas 
issued 118,750 limited partnership units under its' Management 
Equity Incentive Plan during the nine months ended 
September 30, 1996.  South Seas will apply the existing accounting 
rules contained in Accounting Principles Board Opinion No. 25, 
"Accounting for Stock Issued to Employees."  Therefore, no expense 
recognition for employee stock-based compensation will be reflected 
in results of operations, however full disclosure as required by 
SFAS No. 123 will be provided annually in the notes.
<PAGE>
      SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
         Not applicable

Item 2.  Change in Partnership Units
        As part of South Seas Management Equity Incentive Plan, 
        24,500 limited partnership units were sold during the 
        three months ended September 30, 1996 at $10 per unit 
        (total of 118,750 during the nine months ended 
        September 30, 1996).  Each unit comes with five options 
        to purchase additional units in the future.  
        Refer to Exhibit 10.1 "Management Equity Incentive Plan" 
        as filed under Form 10Q for the period ended March 31, 1996.

Item 3.  Defaults upon Senior Securities
         Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders
        No matters submitted during the three months ended 
        September 30, 1996.

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
         Not applicable
<PAGE>
      SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
SIGNATURES
SEPTEMBER 30, 1996

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.
NOVEMBER 14, 1996                  (SIGNATURE)
                                   November 14,1996





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)
(SIGNATURE)                        SEAS RESORTS COMPANY, L.P.
November 14, 1996                  (SIGNATURE)
                                   November 14, 1996