SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       For Quarter Ended June 30, 2004      Commission File Number  0-17717


                          FOUNDATION REALTY FUND, LTD.
             (Exact name of Registrant as specified in its charter)


            Florida                                        59-2802896
  (State or other jurisdiction of                    (IRS Employer ID No.)
   incorporation or organization)

  1100 Abernathy Road NE Building 500 Suite 700 Atlanta, GA        30328
 (Address of principal executive offices)                        Zip Code


       Registrant's Telephone Number, Including Area Code - (770) 551-0007


Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceeding 12 months (or 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.

Yes (X)    No


Number of share outstanding of each of Registrant's classes of securities.

Title of Each Class                         Number of Units June 30, 2004
Units of Limited Partnership                          9,407
Interests:                                        $1,000 per unit


                      DOCUMENT INCORPORATION BY REFERENCE
Part IV - Registration Statement S-11, File No. 33-13849


<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)


                          INDEX TO FINANCIAL STATEMENTS



Part 1- Financial Information                                          Page No.

Balance Sheets as of June 30, 2004 and
December 31, 2003                                                            3

Statements of Operations-
For the Six Months Ended June 30, 2004 and 2003                              4

Statements of Operations-
For the Three Months Ended June 30, 2004 and 2003                            5

Statements of Partners' Equity (Deficit)-
For the Six Months Ended June 30, 2004 and 2003                              6

Statements of Cash Flows-
For the Six Months Ended June 30, 2004 and 2003                              7

Notes to Financial Statements                                             8-10

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                      11-12


                                       2
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS

                                              June 30, 2004    December 31, 2003
                                              -------------    -----------------
                                               (Unaudited)        (Audited)
ASSETS

Real Estate Held for Sale                      $     -0-         $ 7,774,128

Cash and Cash Equivalents                        874,317             653,389

Restricted Cash                                      -0-              88,934

Prepaid Expenses & Accounts Receivable               -0-              15,204

Deferred Loan Cost (Net of Accumulated
Amortization of $-0- and $137,329)                   -0-              16,490
                                               ---------         -----------

TOTAL ASSETS                                   $ 874,317         $ 8,548,145
                                               =========         ===========


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities
Notes Payable                                  $     -0-         $ 9,802,243
Interest Payable                                     -0-              57,036
Accounts Payable                                   3,000              50,244
Security Deposits                                    -0-              31,952
Unearned Rent                                        -0-              27,885
                                               ---------         -----------

TOTAL LIABILITIES                                  3,000           9,969,360
                                               ---------         -----------


Partner's Equity (Deficit):
Limited Partner's Equity (Deficit) (9,407
Units outstanding at June 30, 2004 and
December 31, 2003)                               871,317          (1,412,357)

General Partner's (Deficit)                          -0-              (8,858)
                                               ---------         -----------
Total Partner's Equity (Deficit)                 871,317          (1,421,215)
                                               ---------         -----------

TOTAL LIABILITIES AND PARTNER'S EQUITY
(DEFICIT)                                      $ 874,317         $ 8,548,145
                                               =========         ===========

The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                        FOR THE SIX MONTHS ENDED JUNE 30



                                                 2004           2003
                                                 ----           ----
Interest Income                             $     1,183    $     2,103

General & Administrative                        (11,500)       (11,072)
                                            -----------    -----------

Net (Loss) before Discontinued
Operations                                      (10,317)        (8,969)

Discontinued Operations                        (114,630)        (2,660)

Gain on Sale of Property                      4,606,876            -0-
                                            -----------    -----------

Net Income (Loss)                           $ 4,481,929    $   (11,629)
                                            ===========    ===========

Allocation of Net Income (Loss)-
Limited Partners                            $ 4,472,071    $   (11,048)
General Partners                                  9,858           (581)
                                            -----------    -----------
                                            $ 4,481,929    $   (11,629)
                                            ===========    ===========


Net Income (Loss) Per Limited Partnership
Unit                                        $    475.40    $     (1.17)
                                            ===========    ===========


Number of Limited Partnership Units               9,407          9,407
                                            ===========    ===========


The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                       FOR THE THREE MONTHS ENDED JUNE 30



                                           2004        2003
                                           ----        ----
Interest Income                         $    819    $  1,490

General & Administrative                     -0-      (9,012)
                                        --------    --------

Net Income (Loss) before Discontinued
Operations                                   819      (7,522)

Discontinued Operations                   (3,733)    (13,522)
                                        --------    --------


Net (Loss)                              $ (2,914)   $(21,044)
                                        ========    ========

Allocation of Net (Loss)-
Limited Partners                        $ (2,914)   $(19,992)
General Partners                             -0-      (1,052)
                                        --------    --------
                                        $ (2,914)   $(21,044)
                                        ========    ========


Net (Loss) Per Limited Partnership
Unit                                    $   (.31)   $  (2.13)
                                        ========    ========


Number of Limited Partnership Units        9,407       9,407
                                        ========    ========


The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)

                 FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003


                       Limited Partners'   General Partners'   Total Partners'
                       Equity (Deficit)    Equity (Deficit)    Equity (Deficit)
                       ----------------    ----------------    ----------------

Balance December
31, 2002                 $  (791,482)         $      0          $  (791,482)

Distribution to
Partners                    (334,984)                0             (334,984)

Net Loss                     (11,048)             (581)             (11,629)
                         -----------          --------          -----------

Balance, June
30, 2003                 $(1,137,514)         $   (581)         $(1,138,095)
                         ===========          ========          ===========



Balance December
31, 2003                 $(1,412,357)         $ (8,858)         $(1,421,215)

Distribution to
Partners                  (2,188,397)           (1,000)          (2,189,397)

Net Income                 4,472,071             9,858            4,481,929
                         -----------          --------          -----------

Balance, June
30, 2004                 $   871,317          $    -0-          $   871,317
                         ===========          ========          ===========

                                       6
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS

                        FOR THE SIX MONTHS ENDED JUNE 30
                                   (Unaudited)

                                                         2004             2003
                                                         ----             ----
Net Cash Provided By Operating Activities:

Net Income (Loss)                                  $  4,481,929    $    (11,629)

Adjustments to Reconcile Net Income (Loss) to Net
Cash Provided by (Used in) Operating Activities:

Depreciation                                             50,342         151,026

Amortization                                             16,490          10,994

Gain on Sale of Property                             (4,606,876)            -0-

Changes in Operating Assets and
Liabilities:

(Increase) Decrease in Restricted Cash                   88,934         (97,706)

Increase (Decrease) in Accounts Payable                (104,274)         81,935

Increase (Decrease) in Unearned Rents                   (27,885)        (91,082)

(Increase) Decrease in Prepaids                          15,204          60,260

Increase (Decrease) in Security Deposits                (31,952)         (2,968)
                                                     ----------         -------

Net Cash Provided by (used in) Operating
Activities                                             (118,088)        100,830
                                                     ----------         -------

Cash Flows from Investing Activities:

Improvements to Apartment Properties                        -0-         (22,744)

Proceeds from Sale of Property                       12,330,656             -0-
                                                     ----------         -------

Net Cash Provided by (used in) Investing
Activities                                           12,330,656         (22,744)
                                                     ----------         -------

                                       7
<PAGE>

                                             2004            2003
                                             ----            ----

Cash Flows from Financing Activities:

Payments from Notes Payable               (9,802,243)        (67,724)

Distributions to Partners                 (2,189,397)       (334,984)
                                        ------------    ------------

Net Cash used by Financing Activities    (11,991,640)       (402,708)
                                        ------------    ------------

Increase (Decrease) in Cash                  220,928        (324,622)

Cash and Cash Equivalents at
Beginning of Period                          653,389       1,144,230
                                        ------------    ------------

Cash and Cash Equivalents at
End of Period                           $    874,317    $    819,608
                                        ============    ============

Supplemental Cash Flow Information:

Interest Paid                           $    184,581    $    380,385
                                        ============    ============


                                       8

<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         A Florida Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - ORGANIZATION

Foundation Realty Fund, Ltd., (the "Partnership"), a Florida Limited
Partnership, was formed April 14, 1987 under the laws of Florida. Operations
commenced on January 12, 1988. The Partnership operates two apartment
properties. The Partnership will terminate by December 31, 2003. The Partnership
has received Limited and General Partner capital contributions of $9,407,000 and
$1,000 respectively. J. Robert Love, an individual, and RJ Properties, Inc., a
wholly-owned subsidiary of Raymond James Financial, Inc. are the General
Partners and they manage and control the business of the Partnership.

Operating profits and losses are allocated 95% to the Limited Partners and 5% to
the General Partners. Cash from operations will be shared 95% by the Limited
Partners and 5% by the General Partners; however, distributions to the General
Partners are subordinated to certain preferred returns to the Limited Partners.
The Limited Partnership Agreement states that no cash from operations shall be
distributed to the General Partners in any year until Limited Partners have
received distributions in such year in an amount equal to 7% of their adjusted
capital contribution. Profit and loss and cash distributions from sales of
properties will be allocated as formulated in the Limited Partnership Agreement.

The Limited Partnership Agreement states that cash distribution from sales will
be distributed first to the General Partners until they receive 5% of aggregate
distributions of cash from operations. Cash distributions from sales will be
distributed second to each Limited Partner an equal amount to their adjusted
capital contribution plus an amount equal to an 8% per annum, cumulative but
non-compounded return. Cash distributions from sales will be distributed third
to the General Partners until they have received cumulative distributions in an
amount equal to 3% of the aggregate disposition price of properties sold by the
Partnership. Cash distributions from sales will be distributed fourth, the
balance if any, 85% to the Limited Partners and 15% to the General Partners.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Basis of Accounting/Revenue Recognition

The Partnership utilizes the accrual basis of accounting whereby revenues and
other fees are recognized when earned and expenses are recognized as obligations
are incurred. The Partnership does not recognize revenue upon the collection of
security deposits but sets up a liability for the amount received.

Cash and Cash Equivalents

It is the Partnership's policy to include short-term investments with an
original maturity of three months or less in Cash and Cash Equivalents. These
short-term investments are comprised of money market funds, and repurchase
agreements.

                                       9
<PAGE>
Restricted Cash

Restricted cash includes $0 at June 30, 2004 and $56,392 at December 31, 2003 of
cash held in escrow for the payment of real estate taxes and capital replacement
items. Restricted cash also includes $0 at June 30, 2004 and $31,952 at December
31, 2003 of tenant security deposits held in an escrow account.

Income Taxes

No provisions for income taxes has been made in these financial statements, as
income taxes are a liability of the partners rather than of the Partnership.

Depreciation

The apartment buildings are being depreciated over 35 years using the
straight-line method. Furniture and fixtures are being depreciated over 8 years
using the straight-line method.

NOTE 3 - COMPENSATION, REIMBURSEMENTS AND ACCRUALS TO THE GENERAL PARTNERS AND
AFFILIATES:

The General Partners and affiliates are entitled to the following types of
compensation and reimbursement for costs and expenses incurred for the
Partnership for the six months ended June 30, 2004.

Property Management Fees                                          $14,625

The terms of the property management agreement call for the Corporate General
Partner to receive a monthly fee of up to 5% of the monthly gross receipts from
residential property operations.

Property management fees in the amount of $0 are due to the Corporate General
Partner at June 30, 2004. Property management fees in the amount of $9,000 were
due to the Corporate General Partner at December 31, 2003. There were no amounts
due from related parties at March 31, 2004 or December 31, 2003.

NOTE 4 - REAL ESTATE HELD FOR SALE:

As of December 31, 2003, the Partnership is holding its remaining real estate
asset for sale (Note 9). In accordance with SFAS 144, the Partnership ceased
depreciating the assets held for sale in December 2003. A summary of the
apartment property held for sale is as follows:

                                                        December 31, 2003
                                                        -----------------

Land                                                       $ 2,154,136
Buildings                                                    9,613,912
Furniture & Fixtures                                         1,509,498
                                                           -----------
Apartment Properties, at Cost                               13,277,546
Less: Accumulated Depreciation                              (5,503,418)
                                                           -----------
                                                           $ 7,774,128
                                                           ===========

                                       10
<PAGE>
Also in accordance with SFAS 144, operations relating to the assets held for
sale are disclosed as discontinued operations. A table of the summarized
operations of the apartment property held for sale follows:

Revenues:                                2004                       2003
                                         ----                       ----
Rental income                         $ 292,813                  $1,054,558
Miscellaneous income                     12,804                      37,606
                                      ---------                  ----------
Total revenues                          305,617                   1,092,164

Expenses:
Real estate taxes                        25,867                      84,540
Property management                      14,625                      55,260
Other property expenses                 185,378                     413,256
Depreciation                             50,342                     151,026
Interest expense                        127,545                     379,670
Amortization                             16,490                      11,072
                                      ---------                  ----------
Total expenses                        $ 420,247                  $1,094,824
                                      ---------                  ----------

Net Operating Income (Loss)           $(114,630)                 $   (2,660)
                                      =========                  ==========

NOTE 5 - NOTE PAYABLE:

The note payable was secured by the apartment property. Upon sale of the
Springfield Apartments on March 1, 2004, the mortgage note was paid in full.

NOTE 6 - BASIS OF PREPARATION:

The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principals. These statements should be read in conjunction with the financial
statements and notes thereto included in the Partnership's Form 10-K for the
year ended December 31, 2003. In the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the Partnership's financial position
and results of operations. The results of operations for the periods may not be
indicative of the result to be expected for the year.

NOTE 7 - SALE OF PROPERTY:

On March 1, 2004, the Partnership sold the Springfield Apartments in Durham,
North Carolina for $12,400,000.


                                       11
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations

In December 2003, the Partnership adopted Statement of Financial Accounting
Standard No. 144, "Accounting for the Impairment or Disposal of Long Lived
Assets." In accordance with SFAS 144, all operations relating to Springfield are
shown in discontinued operations.

Net property operations, relating to the property held for sale and included in
discontinued operations, for the six months ended June 30, 2004 was ($114,630)
as compared to ($2,660) for the comparable period ended June 30, 2003. The
$111,970 decrease in the current year is primarily revenue related. The
prevalence of rental concessions and a lower apartment occupancy rate in the
first quarter of 2004 versus the first quarter of 2003 resulted in $80,000 of
the decrease. The remaining decrease related to additional repair and
maintenance expenditures incurred while getting the property in a marketable
condition for sale.

The sale of the Springfield Apartments on March 1, 2004 was the most significant
financial event in 2004. The sale resulted in a gain of $4,606,876. An initial
sale distribution of $2,141,362 and $1,000 was made to the limited and general
partners respectively.

The sole long-term commitment of the Partnership was the Springfield Apartments
mortgage payable which had a balloon payment due November 2004. Management met
the long-term commitment through the property sale which occurred on March 1,
2004.

Liquidity and Capital Resources

Cash provided by operating activities decreased by $218,918 from June 30, 2003
to June 30, 2004. The reasons for the change are the result of the partnership
experiencing a $111,970 larger net loss from discontinued operations coupled
with a $95,188 decrease in depreciation and amortization as a result of the
Partnership owning the apartment property for two months in 2004 versus all of
2003.

Cash used by investing activities totaled $12,330,656 representing the sale
price of the Springfield Apartments of $12,400,000 reduced for sale-related
costs and prorations.

Finally, cash used by financing activities increased by $11,588,932 resulting
primarily from the $9,778,185 mortgage payoff upon sale of the Springfield
Apartments coupled with the initial sale distribution of $2,141,362 and $1,000
to the limited and general partners respectively.

                                       12
<PAGE>
                                   SIGNATURES
                                   ----------


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.

FOUNDATION REALTY FUND, LTD.
A Florida Limited Partnership

By: RJ PROPERTIES, INC. a General Partner



                        /s/ J. Robert Love
8/09/04                 ------------------
 Date                   J. Robert Love - President



                        /s/ Alan G. Lee
8/09/04                 ---------------
 Date                   Alan G. Lee - Assistant Secretary




                                       13
<PAGE>
                                  CERTIFICATION
                                  -------------


I John R. Luckett certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Foundation Realty
     Fund, Ltd.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly represent in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

     a)   designed such disclosures controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of the date within 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function);

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

                                       14
<PAGE>
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


August 9, 2004
Simpson Property Group - Submanager


/s/ John R. Luckett
-------------------
John R. Luckett
Vice President - Finance

                                       15
<PAGE>
                                  CERTIFICATION
                                  -------------


I J. Robert Love certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Foundation Realty
     Fund, Ltd.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly represent in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

     a)   designed such disclosures controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of the date within 90 days prior to the filing date
          of this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function);

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

                                       16
<PAGE>
6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


August 9, 2004
RJ Properties, Inc. - Managing General Partner



/s/ J. Robert Love
------------------
J. Robert Love
President



                                       17