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,
  1997
  
  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
  
    <PAGE>
      SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
                          FORM 10-Q
                      SEPTEMBER 30, 1997
  
                            INDEX
  
                                                  PAGE NO.
  COVER LETTER                                                   
  
  PART I                                                     
  
    ITEM 1
  
     FINANCIAL INFORMATION
  
     Consolidated Balance Sheets at
      September 30, 1997 and 
      December 31, 1996                           1
  
     Consolidated Statements of Operations
      for the Three Months and Nine Months Ended
      September 30, 1996 and 1997                 2
  
     Consolidated Statements of Cash Flows
      for the Nine Months Ended 
      September 30, 1996 and 1997                 3-4
  
     Notes to Consolidated Financial Statements        5-7
  
     ITEM 2
  
     Management's Discussion and Analysis of 
       Financial Condition and Results of Operations   8-14
  
  PART II
  
     OTHER INFORMATION                            15
  
  
  SIGNATURES                                           16
  
  EXHIBITS:
  
  
     EXHIBIT 27 - FINANCIAL DATA SCHEDULE
  
     EXHIBIT 99 - CALCULATION OF WEIGHTED AVERAGE
      UNITS OUTSTANDING
  
     EXHIBIT 10 - AMENDMENT 4 TO FIRST AMENDED AND RESTATED
         SOUTH SEAS RESORT LIMITED PARTNERSHIP AGREEMENT<PAGE>
<PAGE>
<TABLE>
<CAPTION>
           SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
                      CONSOLIDATED BALANCE SHEETS
                            (In Thousands)
                              (unaudited)

                                                     Sept. 30,      Dec. 31,
                                                       1997           1996    
<S>                                                  <C>           <C>
ASSETS

CURRENT ASSETS
     Cash and cash equivalents                        $ 1,842        $6,459
     Restricted cash                                      160           201
     Accounts receivable, trade                         4,271         6,743
     Receivables from affiliates                          126           543
     Inventories                                        1,595         1,677
     Prepaid expenses and other                         1,946         1,637
                                                  
          Total current assets                          9,940        17,260
                                                 
PROPERTY, PLANT AND EQUIPMENT, net                     86,897        79,904
                                                 
LOAN COSTS, net                                         5,022         5,660
             
GOODWILL, net                                           7,043         6,440                                                 
OTHER ASSETS                                            3,180         1,778
                                                  
          Total assets                               $112,082      $111,042                                                 
                                                  
LIABILITIES AND PARTNERS' CAPITAL                 
 DEFICIENCY                                       
                                                  
CURRENT LIABILITIES                               
     Current maturities of notes                 
      and mortgages payable                           $ 2,087        $1,750
     Current obligations under                   
      capital leases                                      234           265
     Accounts payable                                   5,706         4,410
     Accrued expenses                                   5,647         4,940
     Customer deposits                                  4,396         4,976
     Deferred revenue                                   1,609         1,585
                                                  
          Total current liabilities                    19,679        17,926                                                 
NOTES AND MORTGAGES PAYABLE, less                 
 current maturities                                    62,008        65,357
                                                  
BONDS PAYABLE                                          43,500        43,500
                                                  
LONG-TERM OBLIGATIONS UNDER                       
 CAPITAL LEASES, less current                     
 obligations                                              458           631
                                                  
OTHER LONG-TERM OBLIGATIONS                             1,304         1,305
                                                  
COMMITMENTS AND CONTINGENCIES                               -             -
                                                  
PARTNERSHIP UNITS SUBJECT TO REDEMPTION                   825           825
                                                  
MINORITY INTERESTS                                         35            27
                                                  
PARTNERS' CAPITAL DEFICIENCY                          (15,727)      (18,529)
                                                  
          Total liabilities and                  
           partners' capital                     
           deficiency                                $112,082      $111,042
</TABLE>





The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.<PAGE>
<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
                                          1997        1996   1997     1996 
<S>                                         <C>      <C>     <C>     <C>
Revenues

  Rooms                                     $12,853  $11,467 $56,236 $51,592
  Food and beverage                           3,748    3,216  14,836  13,611
  Retail                                      1,372    1,271   5,318   5,099
  Golf                                          486      411   2,560   2,196
  Spa and fitness                               600      467   1,975   1,892
  Other                                       3,447    3,490  12,458  12,998
          
        Total revenues                       22,506   20,322  93,383  87,388
                                                   
Expenses  
          
  Rooms                                       3,982    3,475  12,775  11,500
  Food and beverage                           3,312    3,076  11,449  10,678
  Retail                                      1,045    1,002   3,812   3,600
  Golf                                          237      240     818     777
  Spa and fitness                               368      278   1,118   1,064
  Other                                       1,506    1,658   5,067   5,135
  Condominium lease and rental expenses       3,580    3,533  14,513  14,639
  Sales and marketing                         1,770    2,056   5,831   5,898
  Maintenance and grounds                     1,486    1,275   4,193   3,836
  General and administrative -
     resort properties                        4,190    4,073  13,866  12,837
  General  and administrative  - 
   corporate overhead                           989    1,065   2,679   2,900
  Depreciation and amortization               2,281    1,581   6,415   5,297
  Interest expense                            2,457    2,633   7,528   8,015

      Total expenses                         27,203   25,945  90,064  86,176
          
Income before non-operating items            (4,697)  (5,623)  3,319   1,212
          
  Net gain on disposal/sale of 
   fixed assets                                   -        1       2       5
  Minority interests                              7        9     (24)    (22)

Income before extraordinary item             (4,690)  (5,612)   3,297  1,195
  Extraordinary item - early extinguish-
    ment of debt                                  -   (2,084)       - (2,084)
 
     Net income/(loss)                      $(4,690) $(7,696)   3,297 $ (889)
          
  Net income per unit, primary              $ (1.05) $ (1.74)  $ 0.74 $(0.20)
          
  Net income per unit, fully diluted        $ (1.05) $ (1.74)  $ 0.74 $(0.20)
          
  Weighted average units outstanding          4,471    4,414    4,441  4,351
          
</TABLE>






The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.<PAGE>
<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  
                                                         1997         1996 
<S>                                                    <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash received from customers and others              $ 95,219    $ 88,130
  Cash paid to suppliers, employees and affiliates      (73,980)    (76,062)
  Interest paid                                          (7,588)     (9,943)
        Net cash provided by operating           
           activities                                    13,651       2,125
                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:              
  Capital expenditures/purchase of assets                (6,093)     (5,458)
  Proceeds from sale of assets                                2           5
  Loans to affiliates, net of repayments                     91           -
  Purchase of resort property assets                     (3,411)          -
  Option payments towards purchase of resort property      (683)          -
  Acquisition costs, including refundable deposits       (1,093)          -
  Change in restricted cash/marketable securities            41       2,534
        Net cash used by investing    
           activities                                   (11,146)     (2,919)
                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:              
  Draws under line of credit                              5,250           -
  Proceeds from long-term debt                               79      70,480
  Deferred loan costs                                      (230)     (5,939)
  Principal payments, long-term debt                     (1,320)    (38,645)
  Principal payments, under capital               
     lease obligations                                     (204)       (548)
  Principal payments, bonds payable                           -     (12,998)
  Distributions to partners                              (1,000)       (919)
  Distributions to minority unit holders                    (16)        (16)
  Principal payments under revolving lines
   of credit                                            (10,006)    (11,885)
  Proceeds from the issuance of limited partner
   units                                                    325         565
        Net cash (used)/provided by              
           financing activities                          (7,122)         95
                                                   
Net (decrease)/increase in cash                          (4,617)       (699)
                                                   
Cash and cash equivalents, beginning of period            6,459       7,340
                                                   
Cash and cash equivalents, end of period                $ 1,842     $ 6,641
                                                   


</TABLE>



                             (continued)





The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.<PAGE>
<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    
                                                      1997           1996 
<S>                                                    <C>           <C>

RECONCILIATION OF NET INCOME TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:
    Net income/(loss)                                  $ 3,297       $ (889)
    Adjustments to reconcile net income
     to net cash provided by operating
     activities
       Depreciation/amortization expense                 6,415        5,297
       Gain on sale of fixed assets                         (2)          (5)
       Minority interest                                    24           22
    Changes in assets and liabilities
     (Increase) decrease in:
       Accounts receivable, net                          2,489        2,262
       Inventories                                          82          176
       Prepaid expenses and other assets                (1,878)        (270)
    Increase (decrease) in:
       Accounts payable                                  1,253         (315)
       Accrued expenses                                    848       (4,069)
       Customer deposits                                  (677)      (1,520)
       Deferred revenues                                    24         (648)

          Total adjustments                              8,578        3,014   

Net cash provided by operating activities              $11,875       $2,125



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 September, 1997, South Seas received notice of a tax lien
  (payable over seven years) for beach renourishment efforts
  totalling $480. Depreciable land improvements were recorded
  in the same amount.


</TABLE>















The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.<PAGE>
     <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 (consisting of only normal
             recurring adjustments) to present fairly South Seas
             Properties Company Limited Partnership ("South Seas")
             consolidated financial position as of September 30, 1997
             and December 31, 1996 and the consolidated results of
             its operations for the three and nine months then ended
             and its consolidated cash flows for the nine months
             ended September 30, 1996 and 1997.  The results of
             operations for the nine month period ended September 30,
             1997 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, 1996 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
     
        Primary earnings per unit of partnership interests are
             computed based on the weighted average number of
             partnership unit equivalents (unit options, if
             applicable) outstanding of 4.47 million and 4.41
             million, for the three months ended September 30, 1997
             and 1996, respectively, and 4.44 million and 4.35
             million for the nine months ended September 30, 1997 and
             1996, respectively.  The computation of fully diluted
             earnings per unit assumed conversion of the 10%
             convertible subordinated notes due April 2003,
             accordingly, net earnings were increased by interest
             expense on the subordinated notes.  For the 1997 and
             1996 fully diluted earnings per unit computation, units
             were computed to be 8.58 million and 7.19 million for
             the nine months ended September 30, 1997 and 1996,
             respectively. For the three months ended September 30,
             1997 and 1996 fully diluted earnings per unit is the
             same as primary earnings per unit because such
             calculation is anti-dilutive for those periods.
     
     Note 3. Impact of Recently Issued Accounting Standards
     
        In February, 1997, the Financial Accounting Standards
             Board issued Statement of Financial Accounting Standards
             No. 128, "Earnings Per Share" ("FAS 128"), which becomes
             effective for South Seas for the year ended December 31,
             1997.  FAS 128 replaces the presentation of primary
             earnings per unit with a presentation of basic earnings
             per unit which excludes dilution and is computed by
             dividing income available to partnership unit holders by
             the weighted average number of partnership units
             outstanding for the period.  Diluted earnings per unit
             reflect the potential dilution that would occur if
             securities or other contracts to issue units were
             exercised or converted into units or resulted in the
             issuance of units that then shared in the earnings of
             the entity.  Diluted earnings per unit is computed
             similarly to fully diluted earnings per unit pursuant to
             Accounting Principles Board Opinion No. 15, "Earnings
             Per Share."  FAS 128 also requires dual presentation of
             basic and diluted earnings per unit on the face of the
             income statement for all entities with complex capital
             structures and requires a reconciliation of the
             numerator and denominator of the basic earnings per unit
             computation to the numerator and denominator of the
             diluted earnings per unit comparison.  The
             implementation of FAS 128 is not expected to have a
             material impact on South Seas' reported results of
             operations.
     
        In addition, during 1997, the Financial Accounting
             Standards Board issued Statement of Financial Accounting
             Standards No. 129, "Disclosure of Information about
             Capital Structure" ("FAS 129"), No. 130, "Reporting
             Comprehensive Income" ("FAS 130"), and No. 131,
             "Disclosures about Segments of an Enterprise and Related
             Information" ("FAS 131"). FAS 129 consolidates the
             existing requirements relating to disclosure of certain
             information about an entity's capital structure. FAS 130
             establishes standards for reporting comprehensive income
             to present a measure of all changes in equity that
             result from renegotiated transactions and other economic
             events of the period other than transactions with owners
             in their capacity as owners. Comprehensive income is
             defined as the change in equity of a business enterprise
             during a period from transactions and other events and
             circumstances from nonowner sources and includes net
             income. FAS 131 specifies revised guidelines for
             determining an entity's operating segments and the type
             and level of financial information to be disclosed. FAS
             131 requires that management identify operating segments
             based on the way that management disaggregates the
             entity for making internal operating decisions. These
             financial accounting standards are effective for fiscal
             years beginning after December 31, 1997. Management has
             not determined what impact these standards, when
             adopted, will have on South Seas' financial statements.
     
     Note 4.  
     
        On January 6, 1997 South Seas purchased from an
             affiliated limited partnership, real and personal
             property used in the operation of a 32 unit motel
             (Seaside Inn) on Sanibel Island, Florida for $6.5
             million.  In connection with the acquisition, South Seas
             assumed liabilities of $2.5 million.  Unaudited revenues
             and net income for the Seaside Inn for the year ended
             December 31, 1996 were $1.4 million and $43,000,
             respectively.
     
        The balance of the purchase price was made via a cash
             payment of $3.4 million which was allocated as follows
             (in thousands):
     
                 Cash payment                                $3,411
             Allocated to:
                 Fixed assets                                $5,574
                 Goodwill                                       912
                 Current assets and liabilities, net           (134)
                 Debt assumed                                (2,505)
                 Repayment of advance from South Seas          (326)
                 Down payment                                  (100)
                 Other                                          (10)
                                                             $3,411
     
Note 5.  Seaside Inn Revolving Credit Line
     
     In May, 1997, South Seas amended and increased the $2.5
     million loan held by Barnett Bank, N.A. secured by the
     Seaside Inn to a $3.5 million revolving credit line and
     caused Barnett to assign the loan to Credit Lyonnais,
     New York Branch, Barnett Bank, N.A. and Finova Capital
     Corporation (collectively, the "Lender") and to pledge
     the Seaside Inn to the Lender for security.  The amount
     available under this line was $923,000 as of September
     30, 1997.
     
Note 6.  Revolving Credit Line
     
     In connection with the $40 million revolving line of
     credit with Credit Lyonnais, New York Branch, South
     Seas had available $17.65 million at September 30,
     1997.  South Seas applies surplus seasonal working
     capital or draws working capital based on seasonal
     needs to reduce or increase the outstanding revolving
     loan balance.
          <PAGE>
<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, 1996.
     
     GENERAL
     
     South Seas is one of the largest owners and operators of
     upscale beachfront destination resorts and hotels in Florida. 
     South Seas owns, leases and/or manages 10 resort and
     recreational properties.  Included are seven owned resort and
     hotel properties, one 18 hole golf course, and one managed
     resort property, all located on Sanibel, Captiva, Estero and
     Marco Islands off Florida's gulf coast (collectively referred
     to as the "Properties"). South Seas, through its 99% owned
     subsidiary, South Seas Resorts Company Limited Partnership
     ("Management Company"), also operates under a lease
     arrangement a resort and spa located on Tampa Bay, Florida. 
     The Properties are designed to appeal to families, leisure
     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 Island
     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 guest rooms, including luxurious beach homes, fully
     equipped condominiums, suites, cottages and hotel rooms. 
     South Seas also 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.
     
     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 is 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 SEPTEMBER
     30, 1997 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30,
     1996
     
     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, 1997
     increased by approximately $2.2 million, or 10.8% over the
     prior period.  
     
     Rooms revenues increased by approximately $1.4 million, or
     12.1% over the prior period.  Approximately $268,000, or
     19.3% of the increase represents room revenues attributable
     to the Seaside Inn (acquired January 6, 1997).  Room revenues
     at resorts owned throughout both periods ("Comparable
     Resorts") increased by approximately $1.1 million or 9.8%. 
     The increase in room revenues at Comparable Resorts resulted
     from an increase in the average daily rate ("ADR") and an
     increase in the percentage of occupancy.  ADR at Comparable
     Resorts was $149.30 for 1997, compared to $148.05 in 1996, an
     increase of $1.30, or .8%.  Occupancy percentage at
     Comparable Resorts increased to 67.1% for the three months
     ended September 30, 1997 from 61.4% for the same period in
     1996.  The increase in ADR reflects South Seas' efforts to
     maximize revenue per available room ("REVPAR"), during peak
     demand periods.  During the three months ended September 30,
     1997, REVPAR for Comparable Resorts increased $9.33 or 10.3%
     over the same period in 1996.  The Seaside Inn had an
     occupancy percentage of 71.5%, ADR of $127.33 and REVPAR of
     $91.09 during the three months ended September 30, 1997.
     
     Food and beverage revenues for the three months ended
     September 30, 1997 increased by $532,000, or 16.5% over the
     same period in 1996.  Approximately $108,000 or 20.3% of the
     increase was due to increased food and beverage sales at
     Safety Harbor Resort and Spa ("Safety Harbor").  South Seas
     entered into a lease arrangement on the Safety Harbor in June
     1995.  Management believed it was a property with significant
     "up-side" potential.  After a substantial investment in
     capital improvements (over $2.8 million since lease
     inception), combined with a highly motivated and experienced
     management team, dramatic improvements in results of
     operations have been realized at the resort over 1996. South
     Seas Plantation also experienced strong growth in food and
     beverage sales, increasing by $347,000 or 19.1% over the
     prior period. This is primarily the result of the renovation
     in the prior year of the King's Crown dining facility
     (facility was closed during the three months ended September
     30, 1996).
     
     Other revenues for the three months ended September 30,
     1997 decreased by $46,000, or 1.3% from the prior period. 
     Revenues recognized at the renovated Dunes Golf & Tennis Club
     were approximately $264,000 higher than the prior year.  In
     1996, all annual membership and initiation fees were
     recognized in full at the time of receipt.  This policy was
     consistent with the terms of the non-refundable fees. 
     Although these fees are still non-refundable, in 1997,
     management elected to defer and recognize membership and
     initiation fees pro-rata over the calendar year.  This
     increase was offset by a decrease in the revenues at the
     corporate level of $414,000, primarily due to lower interest
     income of $175,000 (excess funds now used to pay down the
     revolving credit line).
     
     Expenses.  Total expenses for the three months ended
     September 30, 1997 increased by approximately $1.3 million,
     or 4.9% over the prior period.  As a percentage of revenues,
     expenses decreased from 127.7% to 107.5%.  Analysis of major
     financial line items follows:
        
     Room expenses for the three months ended September 30,
     1997 increased by $507,000 or 14.6% over the prior period. 
     Room expenses at Comparable Resorts increased $430,000 or
     12.4% over the same period last year.  As a percentage of
     room revenues, room expenses increased slightly from 30.3% to
     30.9%, primarily due to the additional staff position of
     yield manager.
     
     Sales and marketing costs for the three months ended
     September 30, 1997 decreased by $286,000 or 13.9% over the
     prior period. As a percentage of total revenues, sales and
     marketing decreased from 10.1% in the three months ended
     September 30, 1996 to 7.9% for the three months ended
     September 30, 1997. Approximately $108,000 of the decrease
     occurred at Safety Harbor, where in 1996 specific consumer
     media (spa) was incurred to generate inquiries for late fall
     1996 and 1997 spa package business. The remainder of the
     decrease is timing and should reverse by year end.
     
     Depreciation and amortization expense for the three months
     ended September 30, 1997 increased by $700,000 or 44.3% over
     the prior period.  As a percentage of revenues, depreciation
     and amortization expense increased from 7.8% at September 30,
     1996 to 10.1% at September 30, 1997. The increase in dollars
     is primarily a result of depreciation on recent renovations
     and capital improvements as well as $59,000 (or 8.4% of the
     total increase)attributable to the Seaside Inn acquisition,
     and increased amortization of loan costs.
     
     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 was treated as an
     extraordinary item.
     
     Net Loss.  As a result of the foregoing factors, net loss
     for the three months ended September 30, 1997 decreased by
     $3.0 million or 39.1% compared to the prior period.
     
     RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
     1997 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996
     
     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 nine months ended September 30, 1997
     increased by $6.0 million, or 6.9% over the prior period.
     
     Rooms revenues increased by approximately $4.6 million, or
     9.0% over the prior period. Approximately $1.2 million or
     26.8% of the increase represents room revenues attributable
     to the Seaside Inn (acquired January 6, 1997). Dramatic
     improvements were also realized at Safety Harbor, growth in
     occupancy from 35.6% for the nine months ended September 30,
     1996 to an occupancy percentage of 63.3% for the same period
     in 1997, produced increased room revenues of $1.1 million.
     Room revenues at Comparable Resorts increased by
     approximately $3.4 million or 6.6%. The increase in room
     revenues at Comparable Resorts resulted from an increase in
     the ADR and an increase in the percentage of occupancy. ADR
     at Comparable Resorts was $198.53 for 1997, compared to
     $195.65 in 1996, an increase of $2.88 or 1.5%. Occupancy
     percentage at Comparable Resorts increased to 74.9% for the
     nine months ended September 30, 1997 from 70.8% for the same
     period in 1996. The increase in ADR reflects South Seas'
     efforts to maximize REVPAR, during peak demand periods.
     During the nine months ended September 30, 1997, REVPAR for
     Comparable Resorts increased $10.07 or 7.3% over the same
     period in 1996. The Seaside Inn had an occupancy percentage
     of 82.8%, ADR of $172.15 and REVPAR of $142.49 during the
     nine months ended September 30, 1997.
     
     Food and beverage revenues for the nine months ended
     September 30, 1997 increased by $1.2 million, or 9.0% over
     the same period in 1996.  Approximately $475,000 or 38.8% of
     the increase was due to increased food and beverage sales at
     Safety Harbor.  South Seas entered into a lease arrangement
     on the Safety Harbor in September 1995.  Management believed
     it was a property with significant "up-side" potential. 
     After a substantial investment in capital improvements (over
     $2.8 million since lease inception), combined with a highly
     motivated and experienced management team, dramatic
     improvements in results of operations have been realized at
     the resort over 1996 and 1995 (the initial lease year).
     
     Other revenues for the nine months ended September 30,
     1997 decreased by $540,000, or 4.2% from the prior period. 
     Revenues recognized at the renovated Dunes Golf & Tennis Club
     were approximately $140,000 lower than the prior year.  In
     1996, all annual membership and initiation fees were
     recognized in full at the time of receipt.  This policy was
     consistent with the terms of the non-refundable fees. 
     Although these fees are still non-refundable, in 1997,
     management elected to defer and recognize membership and
     initiation fees pro-rata over the calendar year.  An
     additional decrease in the revenues at the corporate level of
     $1 million was primarily due to lower interest income of
     $433,000 (excess funds now used to pay down the revolving
     credit line) and lower management fees of $76,000 (due to the
     acquisition of the Seaside Inn, and those fees being
     eliminated in consolidation). These decreases were offset by
     improvements in other revenues at South Seas Plantation of
     $322,000 (due primarily to incentive income earned on lease
     programs) and $366,000 at Safety Harbor (due to significant
     increases in occupancy).
     
     Expenses.  Total expenses for the nine months ended
     September 30, 1997 increased by $3.9 million, or 4.5% over
     the prior period.  As a percentage of revenues, expenses
     decreased from 98.6% to 96.4%.  Analysis of major financial
     line items follows:
        
     Room expenses for the nine months ended September 30, 1997
     increased by $1.3 million or 11.1% over the prior period. 
     Room expenses at Comparable Resorts increased $1.0 million or
     9.0% over the same period last year.  As a percentage of room
     revenues, room expenses increased slightly from 22.3% to
     22.7%, primarily due to the additional position of yield
     manager.
     
     General and administrative expense for the nine months
     ended September 30, 1997 increased by $808,000, or 5.1% over
     the prior period. Approximately $237,000 or 29.3% of the
     total increase was associated with the Seaside Inn.  As a
     percentage of revenues, general and administrative expense
     decreased slightly from 18.0% in 1996 to 17.7% in 1997.
     
     Depreciation and amortization expense for the nine months
     ended September 30, 1997 increased by $1.1 million or 21.1%
     over the prior period.  As a percentage of revenues,
     depreciation and amortization expense increased from 6.1% at
     September 30, 1996 to 6.9% at September 30, 1997. The
     increase in dollars is primarily a result of depreciation on
     recent renovations and capital improvements as well as
     $152,000 (or 13.6% of the total increase)attributable to the
     Seaside Inn acquisition, and increased amortization of loan
     costs.
     
     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.  As a result of the foregoing factors, net
     income for the nine months ended September 30, 1997 increased
     by $4.2 million or 471.2% compared to the prior period.  The
     Seaside Inn contributed $427,000 or 10.2% of the total
     increase.
                                               
     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 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 increasing 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 1997. South Seas'
     outstanding indebtedness, together with the Notes, places
     certain debt service obligations on the partnership. 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.  South Seas believes that it may be
     necessary to obtain additional debt or equity capital in
     order to accommodate its plan for growth and expansion in
     1997 and future periods.
     
     South Seas anticipates that implementation of its growth
     strategy referred to in the preceding paragraph 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.  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 and the senior credit facility
     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.
      
     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 September 30, 1997.
     
     In March, 1997, South Seas retained an investment banking
     firm to advise the partnership on various strategic financial
     alternatives, to realize its' growth plan and enhance its
     equity value.  As of the filing of this report, South Seas,
     together with their investment bankers, have completed their
     initial evaluation of the company's operations.  Several
     alternatives have been outlined and are currently under
     review.
     
     On September 30, 1997, South Seas had cash and cash
     equivalents of approximately $1.8 million, and restricted
     cash of $160,000.  Cash and cash equivalents decreased by
     $4.6 million during the nine months ended September 30, 1997.
     
     Cash flow from operations was approximately $11.9 million
     for the nine months ended September 30, 1997 as compared to
     $2.1 million in the prior period.  Cash flow from operations
     was negatively impacted by a $2.4 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.  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 $52.2 million (primarily through
     proceeds of the Notes Offering), capital expenditures and
     asset purchases of approximately $5.5 million, and
     distributions to partners of approximately $919,000.  In
     1997, South Seas' major uses of cash included payments under
     the revolving line of credit of $9.9 million, the purchase of
     the Seaside Inn (net of liabilities assumed) of $3.4 million,
     and capital expenditures of $6.1 million. At September 30,
     1997, South Seas had a combined availability under their two
     revolving lines of credit of $18.6 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
     
     In February, 1997, the Financial Accounting Standards
     Board issued Statement of Financial Accounting Standards No.
     128, "Earnings Per Share" ("FAS 128"), which becomes
     effective for South Seas for the year ended December 31,
     1997.  FAS 128 replaces the presentation of primary earnings
     per unit with a presentation of basic earnings per unit which
     excludes dilution and is computed by dividing income
     available to partnership unit holders by the weighted average
     number of partnership units outstanding for the period. 
     Diluted earnings per unit reflect the potential dilution that
     would occur if securities or other contracts to issue units
     were exercised or converted into units or resulted in the
     issuance of units that then shared in the earnings of the
     entity.  Diluted earnings per unit is computed similarly to
     fully diluted earnings per unit pursuant to Accounting
     Principles Board Opinion No. 15, "Earnings Per Share." FAS
     128 also requires dual presentation of basic and diluted
     earnings per unit on the face of the income statement for all
     entities with complex capital structures and requires a
     reconciliation of the numerator and denominator of the basic
     earnings per unit computation to the numerator and
     denominator of the diluted earnings per unit comparison. The
     implementation of FAS 128 is not expected to have a material
     impact on South Seas' reported results of operations.
     
     In addition, during 1997, the Financial Accounting Standards
     Board issued Statement of Financial Accounting Standards No.
     129, "Disclosure of Information about Capital Structure"
     ("FAS 129"), No. 130, "Reporting Comprehensive Income" ("FAS
     130"), and No. 131, "Disclosures about Segments of an
     Enterprise and Related Information" ("FAS 131"). FAS 129
     consolidates the existing requirements relating to disclosure
     of certain information about an entity's capital structure.
     FAS 130 establishes standards for reporting comprehensive
     income to present a measure of all changes in equity that
     result from renegotiated transactions and other economic
     events of the period other than transactions with owners in
     their capacity as owners. Comprehensive income is defined as
     the change in equity of a business enterprise during a period
     from transactions and other events and circumstances from
     nonowner sources and includes net income. FAS 131 specifies
     revised guidelines for determining an entity's operating
     segments and the type and level of financial information to
     be disclosed. FAS 131 requires that management identify
     operating segments based on the way that management
     disaggregates the entity for making internal operating
     decisions. These financial accounting standards are effective
     for fiscal years beginning after December 31, 1997.
     Management has not determined what impact these standards,
          when adopted, will have on South Seas' financial statements.
          <PAGE>
<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>
<PAGE>
        SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
                           SIGNATURES
                       September 30, 1997
                                
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 13, 1997                    (SIGNATURE)
                                     NOVEMBER 13, 1997





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.
NOVEMBER 13, 1997                    (SIGNATURE)
                                     NOVEMBER 13, 1997