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

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

Amendment No. 1

This Amendment No. 1 on Form 10-Q/A to the 
Registrant's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1998 (the "Report") is being filed to amend 
Exhibit 10.1 to the Report as previously filed with the 
Securities and Exchange Commission (the "Commission"). An 
amended Exhibit 10.1 is filed herewith.



<PAGE>

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

EXHIBIT INDEX

The following exhibits are included in this Quarterly Report 
on Form 10-Q/A:

* Filed herewith
+ Previously filed with and incorporated by reference 
to the exhibit of the same number to the Company's 
Quarterly Report on Form 10-Q filed August 14, 1998.


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	+