<SUBMISSION>

<TYPE> 10-Q



<CIK> 0000813652

<CCC> uuvarv5@

</FILER>

<PERIOD> 03/31/01

<DOCUMENT>

<TYPE> 10-Q

<TEXT>

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 March 31, 2001 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 March 31, 2001
|---------------------------- | ------------------------------
|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











FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)





INDEX TO FINANCIAL STATEMENTS

|Part 1- Financial Information                                                       | Page No.
|----------------------------------------------------------------------------------- | --------
|Balance Sheets as of March 31,2001 and
December 31, 2000                            | 3       
|Statements of Operations-
For the Three Months Ended March 31,2001 and 2000         | 4       
|Statement of Partners Equity-
For the Three Months Ended March 31, 2001 and 2000    | 5       
|Statements of Cash Flows-
For the Three Months Ended March 31,2001 and 2000         | 6       
|Notes to Financial Statements                                                       | 7-9     
|Management Discussion and Analysis Of Financial Condition and Results of Operations | 10-11   



FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)



BALANCE SHEET



|ASSETS | March 31, 2001
(Unaudited) | December 31, 2000
(Audited)
|------ | -------------------------- | ---------------------------
|       |                            |                            

<S> <C> <C>

|Apartment Properties at Cost                                                 | $22,577,529            | $22,553,792           
|---------------------------------------------------------------------------- | ---------------------- | ----------------------
|Less Accumulated Depreciation                                                | (8,124,441)
14,453,088 | (7,986,885)
14,566,907
|Cash and Cash Equivalents                                                    | 717,926                | 698,333               
|Restricted Cash                                                              | 584,976                | 503,714               
|Prepaid Expenses                                                             | 42,645                 | 8,278                 
|Deferred Loan Cost (Net of Accumulated Amortization of $145,440 and $135,051 | 145,439                | 155,827               
|TOTAL ASSETS                                                                 | $15,944,074            | $15,933,059           





LIABILITIES AND PARTNERS' EQUITY



|Liabilities       |             |            
|----------------- | ----------- | -----------
|Notes Payable     | $17,323,566 | $17,373,014
|Accounts Payable  | 131,590     | 31,848     
|Security Deposits | 102,295     | 102,515    
|Unearned Rent     | 52,538      | 51,864     
|TOTAL LIABILITIES | 17,609,989  | 17,559,241 

|Partner Equity                                                                         |             |            
|-------------------------------------------------------------------------------------- | ----------- | -----------
|Limited Partner Equity (9,407 units outstanding @ March 31, 2001 and December 31, 2000 | (1,418,858) | (1,375,820)
|General Partner Equity                                                                 | (247,057)   | (250,362)  
|Total Partner Equity                                                                   | (1,665,915) | (1,626,182)
|TOTAL LIABILITIES AND PARTNER EQUITY                                                   | $15,944,074 | $15,933,059















FOUNDATION REALTY FUND, LTD.

> (A Florida Limited Partnership)

STATEMENT OF OPERATIONS

(Unaudited)

FOR THE THREE MONTHS ENDED MARCH 31





|                    | 2001     | 2000    
|------------------- | -------- | --------
|Property Operations | $963,995 | $880,875
|Rental Income       | 32,207   | 33,899  
|Miscellaneous       | 996,202  | 914,774 







Expenses:

|Expenses                |         |        
|----------------------- | ------- | -------
|Depreciation            | 137,556 | 137,556
|Payroll                 | 109,711 | 98,006 
|Real Estate Taxes       | 78,654  | 72,159 
|Utilities               | 35,256  | 40,142 
|Repairs and Maintenance | 115,260 | 92,042 
|Property Management     | 49,818  | 46,119 
|Landscaping             | 22,483  | 23,878 
|Other                   | 45,869  | 34,145 



|Income from Property Operations | 401,595 | 370,727
|------------------------------- | ------- | -------
|Interest Income                 | 9,740   | 9,502  
|                                | 411,335 | 380,229

Other Expenses

|Amortization                       | 10,389  | 10,389 
|---------------------------------- | ------- | -------
|Interest                           | 332,813 | 336,623
|General & Administrative-Affiliate | 115     | 170    
|Other General & Administrative     | 1,922   | 1,758  
|                                   | 345,239 | 348,940





|Net Income (Loss) | $66,096 | $31,289
|----------------- | ------- | -------

Allocation of Net Income (Loss) -

|Limited Partners | $62,791 | $29,725
|---------------- | ------- | -------
|General Partners | $3,305  | $1,564 
|                 | $66,096 | $31,289



Net Income (Loss) Per

|Limited Partnership Unit            | $6.67 | $3.16
|----------------------------------- | ----- | -----
|Number of Limited Partnership Units | 9,407 | 9,407









FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

STATEMENT OF PARTNERS' EQUITY

(Unaudited)

FOR THE THREE MONTHS ENDED 3-31-2001 AND 2000

|Limited Partners
Equity    | General Partners
Equity | Total Partners
Equity
|-------------------------- | ----------------------- | ---------------------
|Balance, December 31, 1999 | $(1,037,598)            | $(254,841)           
|Distribution to Partners   | (105,829)               | 0                    
|Net Loss                   | 29,725                  | 1,564                
|Balance, March 31, 2000    | $(1,113,702)            | $(253,277)           
|Balance December 31, 2000  | $(1,375,820)            | $(250,362)           
|Distribution to Partners   | (105,829)               | 0                    
|Net Income                 | 62,791                  | 3,305                
|Balance, March 31, 2001    | $(1,418,858)            | $(247,057)           











FOUNDATION REALTY FUND, LTD.

< (A Florida Limited Partnership)

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

(Unaudited)



<S>

<C> <C>

| | 2001 | 2000
| | ---- | ----

Net Cash Provided By Operating

Activities:

|Net Income (Loss)                                | $66,096   | $31,289   
|------------------------------------------------ | --------- | ----------
|Adjustments to Reconcile Net Loss to Net Cash    |           |           
|Provided by Operating Activities                 |           |           
|Depreciation                                     | 137,556   | 137,556   
|Amortization                                     | 10,389    | 10,389    
|Changes in Operating Assets and Liabilities:     |           |           
|(Increase) in Prepaids                           | (34,367)  | (26,714)  
|(Increase) in Accounts Payable                   | 99,742    | 96,846    
|(Increase) in Security Deposits                  | (220)     | 3,910     
|(Increase) in Unearned Rents                     | 653       | (8,212)   
|(Increase) in Restricted cash                    | (81,262)  | 0         
|Net Cash Provided by Operating Activities:       | 198,587   | 245,064   
|Cash Flows from Investing Activities:            |           |           
|Improvements to Apartment Properties             | (23,717)  | (17,828)  
|Net Cash used in Investing Activities:           | (23,717)  | (17,828)  
|Cash Flows from Financing Activities:            |           |           
|Payments from Notes Payable                      | (49,448)  | (45,638)  
|Distributions to Partners                        | (105,829) | (105,829) 
|Net Cash used by Financing Activities:           | (155,277) | (151,467) 
|Increase (Decrease) in Cash                      | 19,593    | 75,769    
|Cash and Cash Equivalents at Beginning of Period | 698,333   | 1,168,611 
|Cash and Cash Equivalents at End of Period       | $717,926  | $1,244,380
|Supplemental Cash Flow Information               |           |           
|Interest Paid                                    | $332,813  | $336,623  
|                                                 |           |           

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 on

December 31, 2020, or sooner, in accordance with the terms of the

Limited Partnership Agreement. 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 Part-

ners 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.



Restricted Cash

Cash and Cash Equivalents include $482,681 at March 31, 2001 and

$401,199 at December 31, 2000 of cash held in escrow for the payment

of real estate taxes and capital replacement items. Cash and Cash

Equivalents also include $102,295 at March 31, 2001 and $102,515 at

December 31, 2000 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 depreci-

ated 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 three months ended March

31, 2001.

|Property Management Fees         | $49,818
|-------------------------------- | -------
|General and Administrative Costs | 115    

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 $11,100 are due to the Corporate

General Partner at March 31, 2001. Property management fees in the amount

of $11,100 were due to the Corporate General Partner at December 31, 2000.

There were no amounts due from related parties at March 31, 2001 or

December 31, 2000.



NOTE 4 - LEASES AND APARTMENT PROPERTIES:

The Partnership owns apartment complexes leased to residents under

short term operating leases. A summary of the apartment properties

is as follows:

| | March 31, 2001 | December 31, 2000
| | -------------- | -----------------

|Land                           | $3,141,510    | $3,141,510 
|------------------------------ | ------------- | -----------
|Buildings                      | 17,298,118    | 17,298,118 
|Furniture & Fixtures           | 2,137,901     | 2,114,164  
|Apartment Properties, at Cost  | 22,577,529    | 22,553,792 
|Less: Accumulated Depreciation | (8,124,441)   | (7,986,885)
|                               | $(14,453,088) | $14,566,907



NOTE 5 - NOTES PAYABLE

The notes payable are secured by the apartment properties.

NOTE 6 - BASIS OF PREPARATION:

The unaudited financial statements presented herein have been pre-

pared 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, 2000. In the opinion of management, such financial statements

include all adjustments, consisting only of normal recurring adjust-

ments, 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 - SUBSEQUENT EVENT:

On May 1, 2001, the Partnership paid distributions of $105,829

to the Limited Partners and $-0- to the General Partners.















FOUNDATION REALTY FUND, LTD.

(A Florida Limited Partnership)

Management Discussion and Analysis of Financial Condition and

Results of Operations

Rental income for the three months ended March 31, 2001 was

$963,995 as compared to $880,875 for the comparable period ended

March 31, 2000. Income from property operations for the three months

ended March 31, 2001 was $401,595 as compared to $370,727 for the

comparable period ended March 31, 2000. The increase in rental

income was a result of higher occupancy levels at the Oakwood Village

Apartments in Atlanta, Georgia and the Springfield Apartments in

Durham, North Carolina. Property operating expenses increased $50,560

from the first quarter of 2000 to the first quarter of 2001. Payroll

expense increased $11,705 consisting primarily of incentive compensation

awards for the property personnel for obtaining net operating income

objectives. Property taxes increased $6,495 reflecting anticipated tax

mileage rate increases by the counties which the properties are located

in. The other expense category increased $11,724 caused primarily as a

result of higher property and liability insurance premiums related to

property insurance coverage at both property locations. Finally, repair

and maintenance expenses increased $23,218. This increase is

primarily attributed to spending $24,559 for painting and wood replacement at

the Springfield Apartments in Durham North Carolina.

Interest expense decreased from $336,623 for the three months ended

March 31, 2000 to $332,813 for the three months ended March 31, 2001.

This decrease in interest expense is a result of a refinancing of the

original debt to new loans with a lower interest rate and a replacement of

the Oakwood Village First Purchase Money Mortgage with a

traditional amortizing loan.

Net income for the three months ended 3-31-2000 was $31,289 or

$3.16 per Limited Partnership Unit outstanding as compared to income

of $66,096 or $6.67 per Limited Partnership Unit for the comparable

period ended March 31, 2001. The $34,807 increase in net income was primarily

a result of an increase in property operating expenses of $50,560 as

described above offset by increased rental income of $83,120.

Year 2000 Disclosure

The partnership operations were not affected negatively by the advent of

the year 2000. The partnership spent between five and seven thousand dollars

towards the Y2K preparations and these amounts were expensed due to

immateriality.

Liquidity and Capital Resources

In the opinion of management, working capital reserves and liquidity from

property operations are sufficient to meet the short-term operating needs of

the Partnership. The sole long-term commitments of the Partnership are the

mortgages payable which have balloon payments due November 2004. Management

plans to meet these commitments through a property sale or through

approaching lenders to refinance the Partnership mortgages. We are currently

in the process of marketing both properties for sale. If offers at acceptable

prices are received, it is probable that we may sell one or both of the

properties. Capital expenditures for any material commitments should they

occur, will be funded from two-sources-working capital reserves and proceeds

or cash flow earned from property operations.

Cash provided by operating activities decreased by $46,477 for the

three month period ended March 31, 2001 as compared to the three month

period ended March 31, 2000. The change resulted primarily from a

$81,262 increase in restricted cash being held by the property lenders for

future capital replacement items to be addressed at the properties offset

by an increase in net operating income of $34,807.



Cash used by investing activities totaled $23,717 at March 31, 2001 as

compared to $17,828 at March 31, 2000. The $5,889 increase for the three

month period ended March 31, 2001 is attributable to the purchase of a golf

cart for $3,793 at the Oakwood Village Apartments and $4,620 in roof

repairs at the same community.



Cash used by financing activities increased by $3,810 from the three

month period ended March 31, 2000 when compared to the three month

period ended March 31, 2001. The increase is solely attributed to the

increase in principal payments on the partnership debt. The monthly

debt service commitments total $52,777 for Oakwood Village and $74,644

for Springfield. The debt service is adequately funded from Partnership

operations.

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

5/10/01 J. Robert Love - President

Date (Signature)

5/10/01 Alan G. Lee - Assistant Secretary

Date (Signature)