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 MARCH 31, 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
	MARCH 31, 1998

	INDEX

PAGE NO.
COVER LETTER 										

PART I									 		 

  ITEM 1

FINANCIAL INFORMATION

Consolidated Balance Sheets at
 March 31, 1998 and 
 December 31, 1997							1

Consolidated Statements of Operations
 for the Three Months Ended
 March 31, 1997 and 1998						2

Consolidated Statements of Cash Flows
 for the Three Months Ended 
 March 31, 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 SECOND AMENDMENT (CAPITAL IMPROVEMENTS) TO 
 AMENDED AND RESTATED LOAN AGREEMENT

EXHIBIT 10.2 THIRD AMENDMENT (PLANTATION VIEW) TO AMENDED 
AND
 RESTATED LOAN AGREEMENT

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

                                              March 31,   December 31,
                                                1998        1997    
<S>                                             <C>      <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                        $ 2,013   $2,933
Restricted cash                                       83      144
Accounts receivable, trade                         9,433    5,814
Receivables from affiliates                            -       27
Inventories                                        1,648    1,714
Prepaid expenses and other                         1,941    2,255
                                                  
Total current assets                              15,118   12,887
                                            
PROPERTY, PLANT AND EQUIPMENT, net                90,391   87,684
                                            
LOAN COSTS, net                                    4,260    4,386
             
GOODWILL, net                                      6,839    6,942 

OTHER ASSETS                                       4,374    3,484
                                                  
Total assets                                    $120,982 $115,383 
                                                  
LIABILITIES AND PARTNERS' CAPITAL                 
 DEFICIENCY                                       
                                                  
CURRENT LIABILITIES                               
Current maturities of notes                 
 and mortgages payable                           $ 1,963   $1,500
Payables to affiliates                               290        -
Accounts payable                                   6,404    4,986
Accrued expenses                                   2,980    1,767
Accrued payroll and related                        2,346    3,772
Customer deposits                                  4,318    5,297
Deferred revenue                                   1,850    1,949
                                                  
Total current liabilities                         20,151   19,271     
                                           
NOTES AND MORTGAGES PAYABLE, less                 
 current maturities                               67,273   70,163
                                                  
BONDS PAYABLE                                     43,500   43,500
                                                  
OTHER LONG-TERM OBLIGATIONS                        1,305    1,305
                                                  
COMMITMENTS AND CONTINGENCIES                          -        -
                                                  
PARTNERSHIP UNITS SUBJECT TO REDEMPTION              825      825
                                                  
MINORITY INTERESTS                                    59       30
                                                  
PARTNERS' CAPITAL DEFICIENCY                     (12,131) (19,711)
                                                  
Total liabilities and                  
 partners' capital                     
 deficiency                                     $120,982 $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 
                                                    Ended March 31 
                                                    1998     1997 
<S>                                                <C>        <C>
Revenues

Rooms                                               $25,878   $24,932 
Food and beverage                                     6,440     6,178 
Retail                                                1,756     1,905 
Golf                                                  1,492     1,406 
Spa and fitness                                         750       697 
Other                                                 5,099     4,644 
          
Total revenues                                       41,415    39,762 
	
Expenses  
          
Rooms                                                 4,650     4,539 
Food and beverage                                     4,772     4,448 
Retail                                                1,263     1,300 
Golf                                                    300       378 
Spa and fitness                                         433       367 
Other                                                 1,846     1,690 
Condominium lease and rental expenses                 6,189     6,102 
Sales and marketing                                   1,753     1,869 
Maintenance and grounds                               1,590     1,504 
General and administrative - 
 resort properties                                    4,725     4,940 
General  and administrative  - 
 corporate overhead                                   1,024       913 
Depreciation and amortization                         2,227     2,005 

      Total expenses                                 30,772    30,055 
          
Income before non-operating items                    10,643     9,707 
          
Interest expense                                     (2,582)   (2,625)
  Minority interests                                    (30)      (22) 

Net income                                         $  8,031   $ 7,060 
          


Net income per unit, basic                         $   1.78   $  1.59 
          
     Net income per unit, diluted                  $   1.05   $   .95

Weighted average units outstanding                    4,515     4,427 
          
</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)

                                                           Three Months
                                                          Ended March 31     
                                                          1998    1997 
<S>                                                    <C>       <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others                $ 36,718  $ 37,930
Cash paid to suppliers, employees and affiliates        (27,024)  (26,071)
Interest paid                                            (2,528)   (2,541)
Net cash provided by operating           
   activities                                             7,166     9,318
                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:              
Capital expenditures/purchase of assets                  (4,537)   (2,276)
Loans to affiliates, net of repayments                      317       (50)
Purchase of resort property assets                            -    (3,411)
Option payments                                            (307)        -
Acquisition costs and deposits                             (569)        -
Change in restricted cash/marketable securities              61       112
Net cash used by investing    
   activities                                            (5,035)   (5,625)
                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:              
Deferred loan costs                                        (172)     (139)
Principal payments, long-term debt                         (550)     (444)
Principal payments, under capital               
lease obligations                                           (57)      (68)
Distributions to partners                                  (452)     (329)
Distributions to minority unit holders                        -       (16)
Principal payments under revolving line
 of credit                                               (4,500)   (4,000)
Draws under line of credit                                  500       500
     Proceeds from long-term debt                         2,180         -
Net cash used by              
   financing activities                                  (3,051)   (4,496)
                                                   
Net decrease in cash                                       (920)     (803)
                                                   
Cash and cash equivalents, beginning of period            2,933     6,459
                                                   
Cash and cash equivalents, end of period                $ 2,013   $ 5,656
                                                   


</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)

                                                          Three Months
                                                         Ended March 31    
                                                         1998    1997 
<S>                                                     <C>      <C>

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

Net income                                              $ 8,031 $ 7,060

Adjustments to reconcile net income
to net cash provided by operating
activities
  Depreciation/amortization expense                       2,227   2,005
  Minority interest                                          30      22

Changes in assets and liabilities

(Increase) decrease in:
  Accounts receivable, net                               (3,619)   (710)
  Inventories                                                66     (77)
  Prepaid expenses and other assets                         304      46

Increase (decrease) in:
            Accounts payable                              1,652     539
  Accrued expenses                                         (447)  1,508
  Customer deposits                                        (979)   (779)
  Deferred revenues                                         (99)   (296)

     Total adjustments                                     (865)  2,258

Net cash provided by operating activities                $7,166  $9,318



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.


</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 March 31, 1998 and 
December 31, 1997 and the consolidated results of its 
operations for the three months then ended and its 
consolidated cash flows for the three months ended March 
31, 1997 and 1998.  The results of operations for the 
three month period ended March 31, 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 $16.4 million and $15.0 million at 
March 31, 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.  Acquisition

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.

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 March 31, 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. Subsequent Events

		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 (through its 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 from 
the date of closing. Regular lease terms become 
effective January 1, 1999.


Note 6. Subsequent Events continued

		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. 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.


<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 ("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 manages one additional resort property, 
(collectively referred to as the "Properties"), all located 
on Sanibel, Captiva, Estero and Marco Islands off Southwest 
Florida's gulf coast. South Seas, through its 99% owned 
subsidiary, South Seas Resorts Company Limited Partnership 
(?Management Company"), leases and operates 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 MARCH 31, 
1998 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 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, 
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 March 31, 1998 increased by 
approximately $1.7 million, or 4.2% over the prior period.  

Rooms revenues increased by approximately $946,000, or 
3.8% over the prior period. The increase in room revenues 
resulted from an increase in the average daily rate ("ADR") 
and a slight increase in the percentage of occupancy. 
Occupancy percentage increased to 80.6% for the three months 
ended March 31, 1998 from 80.4% 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.  

Food and beverage revenues for the three months ended 
March 31, 1998 increased by $262,000, or 4.2% over the same 
period in 1997.  Approximately $122,000 or 46.4% of the 
increase was due to increased food and beverage sales at 
Safety Harbor Resort and Spa (?Safety Harbor?). Marco 
Radisson also experienced strong growth in food and beverage 
sales, increasing by $172,000 or 25.0% 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 $149,000 or 8.5% 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 three months ended March 31, 1998 
increased by $455,000, or 9.8% over the prior period.  
Approximately $267,000 or 58.7% 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. 
Another individual increase of approximately $145,000 was 
experienced in commissions from real estate closings.

Expenses.  Total expenses for the three months ended March 
31, 1998 increased by approximately $717,000, or 2.4% over 
the prior period.  As a percentage of revenues, expenses 
decreased from 75.6% to 74.3%.  Analysis of major financial 
line items follows:

Room expenses for the three months ended March 31, 1998 
increased by $111,000 or 2.5% over the prior period. As a 
percentage of room revenues, room expenses decreased slightly 
from 18.2% to 18.0%, primarily due to the elimination of one 
senior level management position at the central reservations 
facility.

 	Sales and marketing costs for the three months ended March 
31, 1998 decreased by $116,000 or 6.2% over the prior period. 
As a percentage of total revenues, sales and marketing 
decreased from 4.7% in the three months ended March 31, 1997 
to 4.2% for the three months ended March 31, 1998. Included 
in the March 31, 1998 results are 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.

Depreciation and amortization expense for the three months 
ended March 31, 1998 increased by $222,000 or 11.1% over the 
prior period.  As a percentage of revenues, depreciation and 
amortization expense increased from 5.0% at March 31, 1997 to 
5.4% at March 31, 1998. The increase in dollars and 
percentage is primarily a result of depreciation on recent 
renovations and capital improvements.

Net Income. As a result of the foregoing factors, net 
income for the three months ended March 31, 1998 increased by 
$971,000 or 13.8% 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.  
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).

In December, 1996, South Seas obtained an irrevocable, 
transferable letter of credit in an amount not to exceed 
$3.26 million, for use as a replacement for a reserve fund 
established in connection with the Notes Offering.  No 
amounts had been drawn as of March 31, 1998. As of March 31, 
South Seas has requested a release of the letter of credit 
from the Trustee, having satisfied the conditions in the 
indenture to accomplish the release.

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. In 
connection with the announced transaction, South Seas will 
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.

On March 31, 1998, South Seas had cash and cash 
equivalents of approximately $2.0 million, and restricted 
cash of $83,000.  Cash and cash equivalents decreased by 
$920,000 during the three months ended March 31, 1998.

Cash flow from operations was approximately $7.2 million 
for the three months ended March 31, 1998 as compared to $9.3 
million in the prior period.  Cash flow from operations was 
temporarily negatively impacted by an increase of 
approximately $2.0 million in accounts receivable at March 
31, 1998 over the prior period. This was a timing issue on 
collections and reversed in April 1998.  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 Plantatation. 
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 $4.6 
million (net of draws), combined capital expenditures and 
acquisition/option payments of approximately $5.4 million, 
and distributions to partners of approximately $452,000.  

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

	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 
March 31, 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
Not applicable

<PAGE>
	SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
SIGNATURES
March 31, 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.
MAY 15, 1998                            (SIGNATURE)
                                        MAY 15, 1998





TIMOTHY R. BOGOTT				VIRGINIA S. BROOKS
PRESIDENT						CORPORATE CONTROLLER 
S.S. RESORT MANAGEMENT, L.C.		S.S. RESORTMANAGEMENT,
GENERAL PARTNER OF SOUTH SEAS		L.C.
RESORTS COMPANY, L.P.              GENERAL PARTNER OF SOUTH
(SIGNATURE)                        SEAS RESORTS COMPANY, L.P.
MAY 15, 1998					(SIGNATURE)
                                   MAY 15, 1998