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, 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

      SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
                          FORM 10-Q
                        MARCH 31, 1997

                            INDEX

                                                  PAGE NO.
COVER LETTER                                                

PART I                                                       

  ITEM 1

     FINANCIAL INFORMATION

     Consolidated Balance Sheets at
      March 31, 1997 and 1996 and 
       December 31, 1996                          1

     Consolidated Statements of Operations
      for the Three Months Ended
      March 31, 1996 and 1997                     2

     Consolidated Statements of Cash Flows
      for the Three Months Ended 
      March 31, 1996 and 1997                     3-4

     Notes to Consolidated Financial Statements        5-6

   ITEM 2

     Management's Discussion and Analysis of 
       Financial Condition and Results of Operations   7-10

PART II

     OTHER INFORMATION                            11


SIGNATURES                                             12

EXHIBITS:


     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)

                                                 March 31   
                                                              Dec. 31
                                            1997         1996        1996    
                                       (unaudited)  (unaudited)  (audited)
<S>                                        <C>         <C>         <C>
ASSETS

CURRENT ASSETS                      
     Cash and cash equivalents              $ 5,656     $22,681      $6,459   
     Restricted cash                             89       3,472         201
     Accounts receivable, trade               7,470       7,532       6,743
     Receivables from affiliates                267           -         543
     Inventories                              1,754       1,964       1,677
     Prepaid expenses and other               1,617       1,898       1,637
                                                  
          Total current assets               16,853      37,547      17,260                                               
PROPERTY, PLANT AND EQUIPMENT, net           86,179      77,194      79,904                                                 
LOAN COSTS, net                               5,509       5,322       5,660                                                 
GOODWILL, net                                 7,238       6,714       6,440                                                 
OTHER ASSETS                                  1,643       1,897       1,778
                                                  
          Total assets                     $117,422    $128,674    $111,042                                                 
                                                  
LIABILITIES AND PARTNERS' CAPITAL                 
 DEFICIENCY                                       
                                                  
CURRENT LIABILITIES                               
     Current maturities of notes                 
      and mortgages payable                 $ 1,863     $ 8,675      $1,750
     Current obligations under                   
      capital leases                            226         265         265
     Accounts payable                         4,992       4,633       4,410
     Accrued expenses                         6,486       7,619       4,940
     Customer deposits                        4,294       3,750       4,976
     Deferred revenue                         1,289         359       1,585
                                                  
          Total current liabilities          19,150      25,301      17,926                                                 
NOTES AND MORTGAGES PAYABLE, less                 
 current maturities                          63,805      64,232      65,357
                                                  
BONDS PAYABLE                                43,500      43,500      43,500
                                                  
LONG-TERM OBLIGATIONS UNDER                       
 CAPITAL LEASES, less current                     
 obligations                                    602         838         631
                                                  
OTHER LONG-TERM OBLIGATIONS                   1,305       1,384       1,305
                                                  
COMMITMENTS AND CONTINGENCIES                     -           -           -
                                                  
PARTNERSHIP UNITS SUBJECT TO REDEMPTION         825         825         825
                                                  
MINORITY INTERESTS                               33          17          27
                                                  
PARTNERS' CAPITAL DEFICIENCY                (11,798)     (7,423)    (18,529)
                                                  
          Total liabilities and                  
           partners' capital                     
           deficiency                      $117,422    $128,674    $111,042     
</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       
                                                       1997           1996 
<S>                                                    <C>          <C>
Revenues

  Rooms                                                $24,881      $22,850
  Food and beverage                                      5,971        5,728
  Retail                                                 2,217        2,100
  Golf                                                   1,124        1,018
  Spa and fitness                                          697          770
  Other                                                  4,825        5,197
          
        Total revenues                                  39,715       37,663
                                                              
Expenses  
          
  Rooms                                                  4,526        4,143
  Food and beverage                                      4,323        4,021
  Retail                                                 1,460        1,380
  Golf                                                     333          238
  Spa and fitness                                          367          402
  Other                                                  1,745        1,729
  Condominium lease and rental expenses                  6,102        6,102
  Sales and marketing                                    1,872        2,037
  Maintenance and grounds                                1,385        1,328
  General and administrative - resort properties         4,978        4,571
  General  and administrative  - corporate overhead        912          856
  Depreciation and amortization                          2,005        1,879
  Interest expense                                       2,625        2,553
        
        Total expenses                                  32,633       31,239
          
Income before non-operating items                        7,082        6,424
          
  Net gain on disposal/sale of fixed assets                  -            4
  Minority interests                                       (22)         (22)
          
     Net income                                        $ 7,060      $ 6,406
          
  Net income per unit, primary                         $  1.59      $  1.49
          
  Net income per unit, fully diluted                   $   .95      $  1.44
          
  Weighted average units outstanding                     4,427        4,309
          
</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
                                                         1997        1996 
<S>                                                    <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash received from customers and others              $ 37,930    $ 34,660
  Cash paid to suppliers, employees and affiliates      (26,071)    (26,047)
  Interest paid                                          (2,541)     (4,399)
        Net cash provided by operating           
           activities                                     9,318       4,214
                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:              
  Capital expenditures/purchase of assets                (2,276)     (1,905)
  Proceeds from sale of assets                                -           4
  Loans to affiliates, net of repayments                    (50)          -
  Purchase of resort property assets                     (3,411)          -
  Change in restricted cash                                 112       2,346
        Net cash (used)/provided by investing    
           activities                                    (5,625)        445
                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:              
  Draws under line of credit                                500           -
  Payments under line of credit                          (4,000)          -   
  Proceeds from long-term debt                                -      43,500
  Deferred loan costs                                      (139)     (2,844)
  Principal payments, long-term debt                       (444)    (16,250)
  Principal payments, under capital               
     lease obligations                                      (68)       (407)
  Principal payments, bonds payable                           -     (12,998)
  Distributions to partners                                (329)       (302)
  Distributions to minority unit holders                    (16)        (17)
        Net cash (used)/provided by              
           financing activities                          (4,496)     10,682
                                                   
Net (decrease)/increase in cash                            (803)     15,341
                                                   
Cash and cash equivalents, beginning of period            6,459       7,340
                                                   
Cash and cash equivalents, end of period                $ 5,656     $22,681
                                                   

</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    
                                                        1997           1996 
<S>                                                    <C>           <C>

RECONCILIATION OF NET INCOME TO NET
  CASH PROVIDED BY OPERATING ACTIVITIES:
    Net income                                         $ 7,060       $6,406
    Adjustments to reconcile net income
     to net cash provided by operating
     activities
       Depreciation/amortization expense                 2,005        1,879
       Gain on sale of fixed assets                          -           (4)
       Minority interest                                    22           22
    Changes in assets and liabilities
     (Increase) decrease in:
       Accounts receivable, net                           (710)      (1,271)
       Inventories                                         (77)        (117)
       Prepaid expenses and other assets                    46         (158)
    Increase (decrease) in:
       Accounts payable                                    539        1,420
       Accrued expenses                                  1,508       (2,291)
       Customer deposits                                  (779)        (958)
       Deferred revenues                                  (296)        (714)

          Total adjustments                              2,258       (2,192)  

Net cash provided by operating activities              $ 9,318       $4,214



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>
           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 March 31, 1996 and 1997, and 
the consolidated results of its operations and its consolidated 
cash flows for the three months ended March 31, 1996 and 1997.  
The results of operations for the three month period ended 
March 31, 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 audited consolidated balance sheet at December 31, 1996 presented 
on page one of this 10Q, 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 
    4.43 million and 4.31 million, for the years ended 
    March 31, 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 unit computation, units were computed to be 8.57 
    million and 4.49 million, respectively.

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.  Had FAS 128 been applicable for the 
    three months ended March 31, 1997, basic and diluted 
    earnings per unit would have been $1.59 and $.95, respectively.

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:


       Cash payment                                 $3,411,000

     Allocated to:

       Fixed assets                                 $5,574,000
       Goodwill                                        912,000
       Current assets and liabilities, net            (134,000)
       Debt assumed                                 (2,505,000)
       Repayment of advance from South Seas           (326,000)
       Down payment                                   (100,000)
       Other                                           (10,000)
                                                    $3,411,000

Note 5.  Seaside Inn Revolving Credit Line

    South Seas anticipates increasing and amending the $2.5 
    million loan held by Barnett Bank, N.A. secured by the 
    Seaside Inn to a $3.5 million revolving credit note and 
    to cause 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 additional 
    funding would be available for capital expenditures.

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 $16.4 million at March 31, 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>
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 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 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 MARCH 
31, 1997 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 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 March 31, 1997 increased by $2.1 million, 
  or 5.5% over the prior period.  

  Rooms revenues increased by approximately $2.0 million, 
  or 8.9% over the prior period.  Approximately $575,000, 
  or 2.5% 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 $1.5 
  million or 6.4%.  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 $249.09 for 1997, compared to $245.43 in 1996, 
  an increase of $3.66, or 1.5%.  Occupancy percentage 
  at Comparable Resorts increased to 82.6% for the 
  first three months of 1997 from 77.2% 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 first three months of 1997, REVPAR for Comparable 
  Resorts increased $16.47 or 8.7% over the same period 
  in 1996.  The Seaside Inn had an occupancy percentage of 
  92.0%, ADR of $217.06 and REVPAR of $199.65 during the 
  three months ended March 31, 1997.

  Food and beverage revenues for the three months ended 
  March 31, 1997 increased by $243,000, or 4.2% over 
  the same period in 1996.  The increase was due 
  primarily to increased food and beverage sales at 
  Safety Harbor Resort and Spa ("Safety Harbor") of 
  $210,000 or 86.4% of the total increase.  South Seas 
  entered into a lease arrangement on the Safety Harbor 
  in June 1995.  Management believes it was a property 
  with significant "up-side" potential.  After a 
  substantial investment in capital improvements 
  (over $2.3 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.

  Retail revenues for the three months ended 
  March 31, 1997 increased by $66,000, or 3.3% over 
  the same period in 1996.  Approximately $22,000, or 
  33.3% of the increase was due to retail operations at 
  the Safety Harbor, again due to the higher occupancy levels. 

  Other revenues for the three months ended March 31, 1997 
  decreased by $372,000, or 7.2% over the prior period.  Revenues 
  recognized at the renovated Dunes Golf & Tennis Club were 
  approximately $644,000 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.  Therefore, the variance in other revenues 
  will reverse over the next three quarters.  Had management 
  elected a similar policy in 1996, the change in other 
  revenues from 1996 to 1997 would have been an increase of 
  $322,000 or 7.2%.

  Expenses.  Total expenses for the three months ended 
  March 31, 1997 increased by $1.4 million, or 4.5% over 
  the prior period.  As a percentage of revenues, expenses 
  decreased from 82.9% to 82.2%.  Analysis of major financial 
  line items follows:
   
  Room expenses for the three months ended March 31, 1997 
  increased by $383,000 or 9.2% over the prior period.  Rooms 
  expenses at Comparable Resorts increased $296,000 or 7.1% 
  for the same periods.  As a percentage of rooms revenues, 
  rooms expenses remained constant at 18.2%.

  Sales and marketing costs for the three months ended 
  March 31, 1997 decreased by $165,000 or 8.1% over the 
  prior period.  This is primarily due to timing of expenditures 
  and is anticipated to reverse in future periods.  As a 
  percentage of total revenues, sales and marketing decreased 
  from 5.4% in the three months ended March 31, 1996 to 4.7% 
  for the three months ended March 31, 1997.

  General and administrative expense for the three months ended
March 31, 1997 increased by $463,000, or 8.5% over the prior 
period. Approximately $93,000 or 20.1% of the total costs were 
associated with the Seaside Inn.  As a percentage of revenues, 
general and administrative expense increased slightly to 
14.8% in 1997 from 14.4% in 1996.

  Depreciation and amortization expense for the three months 
  ended March 31, 1997 increased by $126,000 or 6.7% over 
  the prior period.  As a percentage of revenues, depreciation 
  and amortization expense remained constant at 5.0%.  The 
  increase in dollars 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, 1997 
  increased by $654,000 or 10.2% compared to the prior period.  
  The Seaside Inn contributed $275,000 or 42.0% 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 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 
  for at least the next 12 months.  South Seas' outstanding indebtedness, 
  together with the Notes, places certain debt service obligations on 
  the partnership.  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 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 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 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.
 
  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 10% Subordinated Notes.  No amounts had been drawn as 
  of March 31, 1997.

  In March, 1997, South Seas retained an investment banking firm to 
  advise the partnership on various strategic financial alternatives, 
  to meet its' future capital needs.  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 March 31, 1997, South Seas had cash and cash equivalents of 
  approximately $5.7 million, and restricted cash of $89,000.  
  Cash and cash equivalents decreased by $803,000 during the 
  three months ended March 31, 1997.

  Cash flow from operations was approximately $9.3 million for 
  the three months ended March 31, 1997 as compared to $4.2 
  million in the prior period.  Cash flow from operations was 
  negatively impacted by a $1.9 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 $29.7 million (primarily through proceeds of 
  the Notes Offering, capital expenditures and asset purchases 
  of approximately $1.9 million, and distributions to partners 
  of approximately $302,000.  In 1997, South Seas' major uses 
  of cash included payments under the revolving line of credit 
  of $4.0 million and the purchase of the Seaside Inn (net of 
  liabilities assumed) of $3.4 million.  At March 31, 1997, 
  South Seas had availability under their revolving line of 
  credit of $16.4 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.  Had FAS 128 been applicable for the 
  three months ended March 31, 1997, basic and diluted earnings 
  per unit would have been $1.59 and $.95, respectively.<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, 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.
MAY 15, 1997                       (SIGNATURE)
                                   MAY 15,1997





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.
MAY 15, 1997                       (SIGNATURE)
                                   MAY 15, 1997