UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

          [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
               OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

               For the Quarterly Period Ended      September 30, 2002
                                                ----------------------

                                       OR

          [ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
               OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

               For  the  Transition  Period  From  ________to  ________


                       Commission File Number      1-7859

                                IRT PARTNERS LP
                              --------------------
             (Exact name of registrant as specified in its charter)

           Georgia                                       58-2404832
--------------------------------            ------------------------------------
(State  or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation  or  organization)


200  Galleria  Parkway,  Suite  1400
          Atlanta,  Georgia                                        30339
----------------------------------------                 -----------------------
(Address of principal executive offices)                        (Zip Code)


                               (770)  955-4406
        ----------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                     N/A
        -----------------------------------------------------------------
          (Former  name,  former  address  and  former  fiscal  year,
                        if changed since last report)

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.  Yes  [X]     No  [  ]

                                        1
<PAGE>
                       SPECIAL CAUTIONARY NOTICE REGARDING
                           FORWARD LOOKING STATEMENTS

     This  Quarterly  Report  on  Form  10-Q  for  IRT  Partners,  L.P.  ("LP"),
including,  but  not  limited  to,  the  section  herein  entitled "Management's
Discussion  and  Analysis of Financial Condition and Results of Operations," may
contain  various  "forward-looking statements" within the meaning of Section 27A
of  the  Securities  Act  of  1933, as amended and Section 21E of the Securities
Exchange  Act  of  1934,  as  amended,  that  are  based  on  LP's  beliefs  and
assumptions,  as  well  as  information  currently  available to LP. Readers can
identify  these  forward-looking  statements  through  LP's use of words such as
"may,"  "will,"  "intend,"  "project,"  "would,"  "could,"  "should,"  "expect,"
"anticipate,"  "assume,"  "believe,"  "estimate,"  "continue"  or  other similar
words. Forward-looking statements involve known and unknown risks, uncertainties
and  other  factors,  which  may be beyond LP's control. LP's actual results may
differ  significantly  from  those  expressed or implied in such forward-looking
statements.  Factors  that  might  cause  these differences include, but are not
limited  to:

-    changes  in  tax  laws  or  regulations,  especially those relating to real
     estate  investment  trusts  and  real  estate  in  general;

-    the  number,  frequency  and  duration  of  vacancies that LP experiences;

-    LP's  ability  to  solicit  new  tenants  and to obtain lease renewals from
     existing  tenants  on  terms  that  are  favorable  to  LP;

-    tenant  bankruptcies  and  closings;

-    the  general  financial  condition  of, or possible mergers or acquisitions
     involving,  LP's  tenants  and  competitors;

-    competition;

-    changes  in  interest  rates  and  national and local economic conditions;

-    possible  environmental  liabilities;

-    the  availability,  cost  and  terms  of  financing;

-    LP's  ability  to  identify,  acquire,  construct  or  develop  additional
     properties  that  result  in  the  returns  anticipated  or  sought;  and

-    LP's  ability to effectively integrate properties or portfolio acquisitions
     or  other  mergers  or  acquisitions.

     Readers should not rely on the information contained in any forward-looking
statements  and  should  not  expect  LP to update or revise any forward-looking
statements.  With  respect  to  such  forward-looking  statements,  LP  claims
protection  under  the  Private  Securities  Litigation  Reform Act of 1995. The
information  in  this  Report,  including  the  information  contained  in
forward-looking  statements,  is also qualified by the special cautionary notice
regarding forward-looking statements and the information in the section entitled
"Risk  Factors"  contained in LP's Annual Report on Form 10-K for the year ended
December  31,  2001  and  other  filings  that  LP makes with the Securities and
Exchange  Commission,  which are incorporated herein by reference. The documents
that LP files with the Securities and Exchange Commission are available from LP,
and  also  may  be  examined  at  public  reference facilities maintained by the
Securities  and  Exchange Commission or, to the extent filed via EDGAR, accessed
through  the  Internet  website  of  the  Securities  and  Exchange  Commission
(http://www.sec.gov).

                                        2
<PAGE>
ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                                 IRT PARTNERS, L.P.

                              CONDENSED BALANCE SHEETS
                                    (UNAUDITED)
                        (IN THOUSANDS, EXCEPT UNIT AMOUNTS)

                                                             September 30,  December 31,
                                                                 2002          2001
                                                               ---------     ---------
<S>                                                            <C>        <C>
ASSETS
     Rental properties                                         $176,560     $172,770
     Accumulated depreciation                                   (28,826)     (27,145)
                                                               ---------    ---------
          Net rental properties                                 147,734      145,625

     Cash and cash equivalents                                      705          500
     Advances to affiliate, net                                  21,507       18,149
     Prepaid expenses and other assets                            4,127        2,599
                                                               ---------    ---------

          Total assets                                         $174,073     $166,873
                                                               =========    =========

LIABILITIES & PARTNERS' CAPITAL
Liabilities:
     Mortgage notes payable, net                               $ 41,681     $ 37,464
     Accrued expenses and other liabilities                       3,668        2,154
                                                               ---------    ---------

          Total liabilities                                      45,349       39,618

Limited partners' capital interest (815,852 OP Units in 2002
     and 2001, respectively) at redemption value                  9,586        8,648

Commitments and contingencies  (Note 6)

Partners' capital:
     General partner (145,999 and 144,229 OP Units
          in 2002 and 2001, respectively)                         1,283        1,269

     Limited partner (13,637,773 and 13,462,596 OP Units
          in 2002 and 2001, respectively)                       117,855      117,338
                                                               ---------    ---------


          Total partners' capital                               119,138      118,607
                                                               ---------    ---------

          Total liabilities and partners' capital              $174,073     $166,873
                                                               =========    =========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.

                                        3
<PAGE>
<TABLE>
<CAPTION>

                                        IRT PARTNERS, L.P.

                                 CONDENSED STATEMENTS OF EARNINGS
                  FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                            (UNAUDITED)
                                          (IN THOUSANDS)

                                                               Three Months Ended  Nine Months Ended
                                                                  September 30,       September 30,
                                                                  --------------   ----------------
                                                                   2002    2001     2002     2001
                                                                  ------  ------   -------  -------
<S>                                                               <C>     <C>     <C>      <C>
Revenues:
     Income from rental properties                                $5,981  $5,734   $18,452  $16,962
     Gain on sale of outparcel                                         -       -         -      293
     Interest income from affiliate                                   76     158       234      328
                                                                  ------  ------   -------  -------

          Total revenues                                           6,057   5,892    18,686   17,583
                                                                  ------  ------   -------  -------

Expenses:
     Operating expenses of rental properties                       1,690   1,485     5,151    4,503
     Interest on mortgages                                           816     732     2,400    2,044
     Depreciation                                                  1,005     917     3,008    2,774
     Amortization of debt costs                                        5       3        14        6
     General and administrative                                      261     268       853      762
                                                                  ------  ------   -------  -------

          Total expenses                                           3,777   3,405    11,426   10,089
                                                                  ------  ------   -------  -------

Income from continuing operations before gains on sales
of properties and discontinued operations                          2,280   2,487     7,260    7,494

Gain on sale of property                                               -       -         -    1,108
                                                                  ------  ------   -------  -------

Income from continuing operations                                  2,280   2,487     7,260    8,602
                                                                  ------  ------   -------  -------

Discontinued Operations
Income from discontinued operations                                   96     133       330      349
Gain on sales of properties                                        2,185       -     2,185        -
                                                                  ------  ------   -------  -------

Income from discontinued operations                                2,281     133     2,515      349
                                                                  ------  ------   -------  -------

Net income                                                        $4,561  $2,620   $ 9,775  $ 8,951
                                                                  ======  ======   =======  =======
</TABLE>
The accompanying notes are an integral part of these statements.

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                       IRT PARTNERS, L.P.

                               CONDENSED STATEMENTS OF CASH FLOWS
                      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                           (UNAUDITED)
                                         (IN THOUSANDS)
                                                                             Nine Months Ended
                                                                               September 30,
                                                                            --------------------
                                                                              2002       2001
                                                                            ---------  ---------
<S>                                                                         <C>        <C>
Cash flows from operating activities:
  Net earnings                                                              $  9,775   $  8,951
  Adjustments to reconcile earnings to net cash from operating activities:
     Depreciation                                                              3,120      2,883
     Gain on sale of operating properties                                     (2,185)    (1,108)
     Gain on sale of outparcel                                                     -       (293)
     Straight line rent adjustment                                              (138)      (136)
     Amortization of debt costs and discounts                                     14          6
     Changes in assets and liabilities:
       Increase in prepaid expenses and other assets                          (1,305)    (1,078)
       Increase in accrued expenses and other liabilities                      1,514      1,441
                                                                            ---------  ---------

Net cash flows from operating activities                                      10,795     10,666
                                                                            ---------  ---------

Cash flows from (used in) investing activities:
  Additions to operating properties, net                                      (4,756)    (8,401)
  Proceeds from sale of operating properties, net                              6,513      6,210
  Proceeds from sale of outparcel, net                                             -        348
                                                                            ---------  ---------

Net cash flows from (used in) investing activities                             1,757     (1,843)
                                                                            ---------  ---------

Cash flows used in financing activities:
  Issuance of units for cash                                                   1,946      7,903
  Distributions paid, net                                                    (10,252)    (8,897)
  Advances to affiliate, net                                                  (3,398)   (20,391)
  Proceeds from mortgage notes payable                                             -      7,540
  Principal amortization of mortgage notes payable                              (585)      (491)
  Payment of deferred financing costs                                            (58)      (130)
                                                                            ---------  ---------

Net cash flows used in financing activities                                  (12,347)   (14,466)
                                                                            ---------  ---------

Net increase (decrease) in cash and cash equivalents                             205     (5,643)

Cash and cash equivalents at beginning of period                                 500      6,643
                                                                            ---------  ---------

Cash and cash equivalents at end of period                                  $    705   $  1,000
                                                                            =========  =========

Supplemental disclosures of cash flow information:

  Total cash paid for interest                                              $  2,373   $  2,016
                                                                            =========  =========
</TABLE>

        The accompanying notes are an integral part of these statements.
                                        5
<PAGE>
                                IRT PARTNERS L.P.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                   (DOLLARS IN THOUSANDS, EXCEPT UNIT AMOUNTS)


1.  UNAUDITED  FINANCIAL  STATEMENTS

     These condensed financial statements for interim periods are unaudited.  In
the  opinion of management, all adjustments (which include only normal recurring
adjustments)  necessary to a fair presentation of the financial statements as of
September  30,  2002 and 2001 have been recorded.  The results of operations for
the  interim  periods  are not necessarily indicative of the results that may be
expected  for  future  interim  periods  or  for  the  full  year.

2.  ORGANIZATION  AND  NATURE  OF  OPERATIONS

     IRT  Partners,  L.P.  ("LP"), a Georgia limited partnership formed July 15,
1998,  is  the  entity  through  which  IRT  Property Company (the "Company"), a
self-administered  and  self-managed  real  estate  investment  trust  ("REIT"),
conducts  a  portion  of  its  business  and  owns  (either  directly or through
subsidiaries)  a  portion  of  its  assets.

     The  Company  is  the  sole general partner of LP and maintains an indirect
partnership interest through its wholly-owned subsidiary, IRT Management Company
("IRTMC"). The Company initially contributed 20 shopping centers, related assets
and  cash  to  LP in exchange for 8,486,217 limited partnership units of LP ("OP
Units").  The  Company  was  issued  additional  OP  Units  in exchange for cash
contributions  to fund further acquisition activity.  Since the formation of LP,
the  Company  has contributed cash to acquire eight shopping centers, and LP has
divested  six  shopping  centers.  At  September  30,  2002, IRT and IRTMC owned
approximately  1%  and  93.4%,  respectively  of  LP.

     LP  was formed by the Company in order to enhance the Company's acquisition
opportunities  through  a  "downreit" structure. This structure offers potential
sellers  the ability to make a tax-deferred sale of their real estate properties
in  exchange  for  OP  Units of LP. In August 1998, certain unaffiliated persons
contributed  their interests in three Florida shopping centers in exchange for a
total  of  815,852  OP  Units.

     LP  is  obligated  to  redeem  each OP Unit held by a person other than the
Company,  at  the request of the holder, for cash equal to the fair market value
of  a  share  of  the  Company's  common  stock  at the time of such redemption,
provided  that  the  Company may elect to acquire any such OP Unit presented for
redemption for one common share or cash.  Such limited partnership interest held
by  persons  unaffiliated  with  the  Company is reflected as "Limited Partners'
Capital  Interest"  in  the  accompanying  balance sheets at the cash redemption
amount  on  the  balance  sheet  dates.

     Federal  income  tax laws require the Company, as a REIT, to distribute 90%
(95% for years prior to 2001) of its ordinary taxable income. LP makes quarterly
distributions  to  holders  of  OP  Units  to enable the Company to satisfy this
requirement.

     At  September  30,  2002,  LP  owned 25 neighborhood and community shopping
centers  located in Florida, Tennessee, Georgia and North Carolina. The shopping
centers  are anchored by necessity-oriented retailers such as supermarkets, drug
stores,  national  value  retailers  and  department  stores.


                                        6
<PAGE>
3.  RENTAL  PROPERTIES

     The  rental  properties acquired and disposed in 2002 are summarized below.


<TABLE>
<CAPTION>

                                     SHOPPING CENTER ACQUISITIONS

  Date                                    Square  Year Built/   % Leased     Total Initial
Acquired  Property Name      City, State  Footage  Renovated  at Acquisition     Cost       Cash Paid
--------  -----------------  -----------  -------  ---------  ---------------  ---------   ----------
<C>       <S>                <C>          <C>      <C>        <C>              <C>     <C>
2/19/02  Parkwest Crossing  Durham, NC    85,602    1991          100%         $  6,620     $  1,946
</TABLE>




<TABLE>
<CAPTION>

                                     SHOPPING CENTER DISPOSITIONS

 Date                                      Square  Sales     Net        Gain
 Sold    Property Name        City, State  Footage  Price   Proceeds   (Loss)
-------  -------------------  -----------  -------  ------  ---------  -------
<C>      <S>                  <C>          <C>      <C>     <C>        <C>      <C>
9/25/02  Forest Hills Centre  Wilson, NC    74,180  $ 6,850  $ 6,513    $ 2,185
</TABLE>


     In  connection  with  the  acquisition  of  Parkwest  Crossing, the Company
assumed  a  $4,800,  8.1%  mortgage.  See  Note  5.

     On  September  26,  2002,  the  Company  entered  into a sale agreement for
Lawrence  Commons  in  Lawrenceburg, TN, to close in the fourth quarter of 2002.
This  property  is  not  classified  as  held  for  sale  within  the  Condensed
Consolidated  Balance Sheets due to the buyer's unconditional right to terminate
the  agreement  for  sixty  days  after  the  date  of  the  agreement.

4.  ADVANCES  TO  AFFILIATE

     LP advances cash generated by the properties within LP to the Company based
on cash flow requirements. Also, in certain instances, the Company advances cash
to  LP for repayment of prior advances or for current operating requirements. As
of  September  30, 2002, LP had advances to the Company of $21,507. During 2002,
the Company paid LP approximately $234 in interest from the advances, which bear
interest  calculated  on a monthly basis, at the three-month treasury bill rate.

5.  MORTGAGE  NOTES  PAYABLE

    On  February  19,  2002,  the  Company  assumed a non-recourse, secured loan
totaling  $4,800,  in  connection with the acquisition of Parkwest Crossing. The
secured  loan  has  a  fixed  interest rate of 8.1%. The loan is due and payable
September  1,  2010,  and  the  principal amortization is based on a thirty year
amortization  schedule.  Costs associated with assuming the secured loan totaled
$56  and  are  being  amortized  over  the  term  of  the  loan.

6.  COMMITMENTS  AND  CONTINGENCIES

     LP  has  guaranteed  the  bank  indebtedness and senior indebtedness of the
Company.


                                        7
<PAGE>
7.  SUBSEQUENT  EVENTS

     On  October 28, 2002, Equity One, Inc. (NYSE: EQY) and the Company executed
a  merger  agreement  pursuant to which Equity One will acquire the Company.  In
connection  with  the  merger,  each of the Company's  shareholders may elect to
receive  for  each  share of the Company's common stock either $12.15 in cash or
0.9  shares  of  Equity One common stock, or a combination thereof. The terms of
the merger agreement further provide that the holders of no more than 50% of the
Company's  outstanding  common  stock  may  elect  to  receive  cash.

     Completion of the transaction, which is expected to take place in the first
quarter  of  2003,  is subject to the approval of Equity One's and the Company's
shareholders  and  other customary conditions. The boards of each of the Company
and  Equity One have unanimously approved the transaction. Additionally, holders
of  approximately  75%  of Equity One's common stock and approximately 8% of the
Company's  common  stock  have  agreed  to  vote  their  shares  in favor of the
transactions  contemplated  by  the merger. On the 4th business day prior to the
shareholder  meetings, the Equity One holders may withdraw their voting support,
and  the Company's board may withdraw its merger recommendation, if Equity One's
weighted  average  stock  price  for  the 30 preceding trading days is less than
$12.06 or less than $11.00 for the three preceding trading days. In addition, on
the  4th  business  day prior to the shareholder meetings the Equity One holders
may  withdraw their voting support if the Company's weighted average stock price
for  the  30 preceding trading days is less than $10.935 or less than $9.935 for
the  three  preceding  trading  days.

     The Company cannot make any assurances that the merger with Equity One will
be  consummated  according to the terms set forth in the merger agreement, if at
all.  Either the Company or Equity One may terminate the merger agreement if the
merger  is  not  consummated by March 31, 2003.  The Company will be required to
pay  a  $15  million  break-up  fee  to Equity One in the event that the Company
enters  into  an  agreement  for  a  superior  transaction  or if, under certain
circumstances,  the  Company's  board  withdraws  its  recommendation  for  the
transaction.

     Upon  completion  of  the  Merger,  Equity One will succeed directly to the
interest  of  the  Company  as  general  partner of the LP and indirectly to the
interest  of  IRTMC  as  the  owner  of  93.4%  of  the  OP  Units.

     On  October  31, 2002, Janet Herszenhorn, an individual stockholder of IRT,
purporting to represent a class of holders of IRT common stock, filed a putative
class action lawsuit in the Superior Court of Cobb County, Georgia, against IRT,
Equity  One and each of the directors of IRT. The complaint alleges, among other
things, that IRT and its individual directors breached their fiduciary duties by
agreeing  to the merger between Equity One and IRT and that Equity One aided and
abetted  such  breach. The complaint seeks injunctive relief, an order enjoining
consummation  of  the  merger  and  unspecified  damages.

     On  October  31,  2002,  John  Greaves,  an  individual stockholder of IRT,
purporting  to  represent  a  class of holders of IRT common stock, also filed a
putative  class  action  lawsuit  in the Superior Court of Cobb County, Georgia,
against  IRT,  Equity  One  and  each  of  the  directors  of IRT. The complaint
alleges,  among  other  things,  that  IRT and its individual directors breached
their  fiduciary duties by agreeing to the merger between Equity One and IRT and
that  Equity  One  aided and abetted such breach. The complaint seeks injunctive
relief,  an  order enjoining consummation of the merger and unspecified damages.

     Although  the  defendants  believe  that  these suits are without merit and
intend  to  defend  themselves  vigorously,  there  can be no assurance that the
pending  litigation  will not interfere with the consummation of the merger. IRT
and Equity One do not expect that these suits will interfere with the scheduling
of  their  respective shareholder meetings or the consummation of the merger, if
approved.


                                        8
<PAGE>
ITEM  2.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS  OF  OPERATIONS  (Dollars  in thousands, except per share
              amounts)

     The  following  discussion  and analysis should be read in conjunction with
the financial statements and notes thereto included elsewhere in this report, as
well  as  the  Quarterly  Report  on  Form  10-Q  of  IRT  Property  Company.

OVERVIEW

     IRT Partners, L.P. ("LP"), a Georgia limited partnership formed on July 15,
1998,  is  the  entity  through  which  IRT  Property Company (the "Company"), a
self-administered  and  self-managed  real  estate  investment  trust  ("REIT"),
conducts  a  portion  of  its  business  and  owns  (either  directly or through
subsidiaries)  a portion of its assets. LP was formed by the Company in order to
enhance  the Company's acquisition opportunities through a "downreit" structure.
This  structure offers potential sellers the ability to make a tax-deferred sale
of  their  real  estate  investments  properties in exchange for OP Units of LP.

     IRT Property Company was founded in 1969 and became a public company in May
1971  (NYSE:  IRT). The Company is an owner, operator, redeveloper and developer
of  high  quality,  well  located  neighborhood  and  community shopping centers
throughout  the  southeastern  United  States.  The  Company is the sole general
partner  of  LP and maintains an indirect partnership interest in LP through its
wholly-owned  subsidiary,  IRT  Management  Company  ("IRTMC"). At September 30,
2002,  IRT  and  IRTMC  owned  approximately  1% and 93.4%, respectively, of LP.

     At  September  30,  2002,  LP  owned 25 neighborhood and community shopping
centers  located  in North Carolina (12), Florida (9), Tennessee (3) and Georgia
(1).  The  shopping centers are anchored by necessity-oriented retailers such as
supermarkets,  drug  stores, national value retailers and department stores. The
following  table  summarizes  the  shopping  centers  by  state  for total gross
leasable  area ("GLA") and rental income for the nine months ended September 30,
2002  and  for  the  year  ended  December  31,  2001:

<TABLE>
<CAPTION>

                                     % OF GLA                % OF RENTAL INCOME
                           ---------------------------   ----------------------------
                           SEPTEMBER 30,  DECEMBER 31,    SEPTEMBER 30,  DECEMBER 31,
                               2002           2001           2002            2001
                           ------------   ------------    ------------   ------------
<S>             <C>     <C>     <C>     <C>
North Carolina                    43.4%         45.2%           35.1%          34.4%
Florida                           40.0%         38.8%           49.7%          49.9%
Tennessee                         14.7%         14.2%           11.6%          11.9%
Georgia                            1.9%          1.8%            3.6%           3.8%
                           ------------   -----------    ------------   ------------
                                 100.0%        100.0%          100.0%         100.0%
                           ============   ===========     ===========   ============
</TABLE>

                                        9
<PAGE>
CRITICAL  ACCOUNTING  POLICIES

     The  preparation  of  financial  statements  in  conformity with accounting
principles  generally  accepted in the United States requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting  period. Significant estimates and assumptions within the
financial  statements  include valuation adjustments to tenant related accounts,
determination  of useful lives of assets subject to depreciation or amortization
and  impairment  evaluation  of  operating  and development properties and other
long-term assets. However, application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a
result,  actual  results  could  differ  significantly  from  those  estimates.

     Additional  discussion  of  accounting  policies  that  we  consider  to be
significant,  including  further  discussion of the critical accounting policies
described below, are included in the notes to the financial statements in Item 8
of  this  report.

Revenue  Recognition
     Leases  with  tenants are accounted for as operating leases. Rental revenue
is  recognized  on  a  straight-line  basis over the initial lease term. Certain
tenants  are  required  to  pay  percentage  rents  based  on  their gross sales
exceeding  specified  amounts.  This  percentage rental revenue is recorded upon
collection.  The  Company  receives  reimbursements from tenants for real estate
taxes,  common  area  maintenance  and  other  recoverable  costs.  These tenant
reimbursements  are  recognized  as revenue in the period the related expense is
recorded.

     The Company makes valuation adjustments to all tenant related revenue based
upon  the  tenant's  credit  and  business  risk.  The Company, on behalf of LP,
suspends  the  accrual  of  income  on  specific  investments  where  interest,
reimbursement  or  rental  payments  are  delinquent  sixty  days or more. These
valuation  adjustments  are  estimates  that  affect  LP's net earnings since an
increase  or  decrease in the valuation adjustments directly leads to a decrease
or  increase  in  net  earnings,  respectively.

Rental  Properties
     Rental  properties  are stated at cost less accumulated depreciation. Costs
incurred  for  the acquisition, renovation, and betterment of the properties are
capitalized  and  depreciated  over  their  estimated  useful  lives.  Recurring
maintenance  and  repairs  are  charged  to expense as incurred. Depreciation is
computed  on  a  straight-line  basis generally for a period of sixteen to forty
years  for  buildings  and  significant  improvements.  Tenant  improvements are
depreciated  on  a  straight-line  basis  over  the  life  of the related lease.

     When  costs are capitalized, the Company must make a judgment of the useful
life of the asset for purposes of determining the amount of yearly depreciation,
which  affects  net  earnings.  If  the  useful  life  were  increased,  yearly
depreciation  would  be  reduced,  thus  increasing  net  earnings.

Impairment  of  Properties
     The  Company, on behalf of LP, periodically evaluates the carrying value of
its  long-lived  assets,  including  operating  properties,  in  accordance with
Statement  of  Financial  Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." Impairment is based on whether
it  is  probable  that undiscounted future cash flows from each property will be
less  than  its  net  book value. The Company, on behalf of LP, assesses whether
there  are  any  indicators  that  the  value  of  the asset may be impaired. In
addition,  judgments  are made in calculating the undiscounted cash flows. These
assessments and judgments could have a material impact on net earnings since, if
an  impairment exists, the asset is written down to its estimated fair value and
an  impairment  loss  is  recognized  thereby  reducing  net  earnings.


                                       10
<PAGE>
RESULTS  OF  OPERATIONS

COMPARISON  OF  THE  THREE  MONTHS  ENDED  SEPTEMBER  30,  2002  TO  THE
THREE  MONTHS  ENDED  SEPTEMBER  30,  2001

Revenues
     Total  revenues increased $165, or 2.8%, to $6,057 in 2002 primarily due to
an  increase in income from rental properties of $247 which was partially offset
by  a  decrease  in  interest  income  of  $82.

     Income  from  rental properties increased $247, or 4.3%, to $5,981 in 2002.
Included  in  income from rental properties is minimum rent, percentage rent and
other  rental income. Minimum rents increased $385, or 8.6%, primarily due to an
increase  in  rental  rates per square foot from $7.94 in 2001 to $8.12 in 2002,
partially  offset  by  the  core  portfolio  of properties decreasing $247, or a
decrease  of 4.2%, compared to 2001. The core portfolio is defined as properties
held in the same corresponding period from the current and prior year, excluding
those  properties  sold or acquired during the same corresponding period. Income
from  rental  properties increased $457 due to one property acquired in 2002 and
one  in  2001.   Percentage  rent,  based  on  tenant's  gross  sales  exceeding
specified amounts, increased $13 to $14 for 2002 due to the property acquired in
2002 and the two properties acquired in 2001. Other rental income such as tenant
reimbursements  for  common  area  maintenance  ("CAM"),  property  taxes  and
insurance,  tenant  allowances  (bad debt reserves) and lease cancellation fees,
decreased  $188,  or  12.8%,  to  $1,282.  This  decrease was partially due to a
decrease  of  $345, or 95.9%, in lease cancellation fees, partially offset by an
increase  in  tenant reimbursements for CAM of $173, or 15.8%. Tenants reimburse
us for specific expenses relating to the property such as maintenance, taxes and
insurance.  The  reimbursements  received  as  a percentage of expenditures were
77.2% in 2002 and 75.0% in 2001. This increase in the recovery percentage is due
to  the  sale  of  several  tertiary  market  shopping  centers  in 2001. Tenant
allowances  increased  $33  from  2001 and represented only 0.5% of total rental
income  in  2002.

     Interest  income  decreased $82 in 2002 from $158 in 2001. The decrease was
primarily  due to a decrease in the interest rate from 3.67% in 2001 to 1.70% in
2002.

Expenses
     Total expenses increased $372, or 10.9%, to $3,777 in 2002 due to increases
in  operating  expenses  of  rental properties of $205, interest expense of $84,
depreciation  of  $88,  amortization  of debt costs of $2, partially offset by a
decrease  in  general  and  administrative  expenses  of  $7.

     Operating expenses of rental properties increased $205, or 13.8%, to $1,690
in  2002. This increase was partially due to an increase of real estate taxes of
$54,  or  9.1%,  over  2001  as a result of increased property values. Insurance
costs  increased  by  $82,  or 99.8%, over 2001 due to a significant increase in
premiums  as a result of the insurance market environment. The Company amortizes
lease  fees  that are capitalized and the amortization expense increased $22, or
36.8%,  in  2002  due to increased leasing activity in 2001. Tenant reimbursable
operating  expenses  increased  $62, or 12.1%, primarily due to higher operating
and  maintenance  costs. Overall, the operating expenses of properties increased
due  to core portfolio operating expenses increasing $63, or 4.2%, over 2001 and
the  one  property  acquired  each  during  early  2002 and late 2001 increasing
expenses  $142.

    Interest  expense  increased  $84,  or  11.5%,  in  2002  primarily due to a
mortgage  note  obtained in 2001 and assumption of a mortgage note in connection
with  the  acquisition  in  2002.

     The  net  increase of $88, or 9.6%, in depreciation expense in 2002 was due
to  the  acquisition  of one shopping center in 2002 and two during 2001, net of
the  effect  of  the  disposition  of  two  properties  in  2001.

     Amortization  of  debt costs increased $2, primarily due to a mortgage note
assumed  in  2002  and  a  mortgage  note  obtained  in  2001.

                                       11
<PAGE>
     General and administrative expenses decreased $7, or 2.6%, to $261 in 2002.
This  decrease  relates  to a decrease in general and administrative expenses of
the  Company that are allocated to LP. Total general and administrative expenses
as  a  percentage  of  total  revenues  were  4.3%  and  4.5% for 2002 and 2001,
respectively.

     Due  to  the  implementation of Statement of Financial Accounting Standards
("SFAS")  No.  144,  "Accounting  for  the  Impairment or Disposal of Long-Lived
Assts,"  effective  January 1, 2002 the operating results of certain real estate
assets  sold  subsequent  to January 1, 2002 and the respective gain relating to
the sale be reported as discontinued operations. As a result, there are no gains
on  sale  of  properties  within  income  from  continuing  operations  in 2002.

     The  Company  sold a property in 2002, compared to none in 2001, leading to
an  increase  in  income  from discontinued operations of $2,281 in 2002. Of the
total  income  from  discontinued operations, $96 related to the income from the
discontinued  operation  and  $2,185  related  to  the  gain  on the sale of the
property.  The  2002  income  of  $96  represents  $171 of rental income, $38 of
property  operating expenses and $37 of depreciation expense. The 2001 income of
$133  represents  $208  of  rental  income, $38 of operating expenses and $36 of
depreciation  expense.

Net  Earnings
     Net  earnings  increased $1,941, or 74.1%, to $4,561 in 2002 from $2,620 in
2001.  This  increase  was attributable a gain on sale of a property in 2002 and
higher operating expenses of properties, partially offset by an increase in base
rents  per  square  foot  and  the  acquisition  of  three  properties.


COMPARISON  OF  THE  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  TO  THE
NINE  MONTHS  ENDED  SEPTEMBER  30,  2001

Revenues
     Total  revenues increased $1,103, or 6.3%, to $18,686 in 2002 primarily due
to  an increase in income from rental properties of $1,490 partially offset by a
decrease  in  interest  income of $94 and a decrease in the gain on a sale of an
outparcel  of  $293.

     Income  from  rental  properties  increased  $1,490, or 8.8%, to $18,452 in
2002. Included in income from rental properties is minimum rent, percentage rent
and  other rental income. Minimum rents increased $1,167, or 8.7%, primarily due
to  an  increase  in rental rates per square foot from $7.94 in 2001 to $8.12 in
2002  and  the core portfolio of properties contributing $107, or an increase of
0.6%,  over  2001.  The core portfolio is defined as properties held in the same
corresponding period from the current and prior year, excluding those properties
sold  or  acquired  during  the  same  corresponding  period. Income from rental
properties  increased  $1,651  due  to  one  property  acquired  in 2002 and two
properties  acquired  in  2001, which was partially offset by a $280 decrease in
income  attributable  to  the  sale  of two properties in 2001. Percentage rent,
based  on  tenant's  gross  sales exceeding specified amounts, increased $27, or
8.1%,  to  $357  for  2002  due to the one property acquired in 2002 and the two
properties  acquired in 2001. Other rental income such as tenant reimbursements,
tenant  allowances  (bad  debt  reserves) and lease cancellation fees, increased
$284,  or  7.6%,  to  $4,038.  This increase was partially due to an increase in
tenant  reimbursements  for  common  area maintenance ("CAM") of $566, or 17.1%.
Tenants  reimburse  us  for  specific  expenses relating to the property such as
maintenance, taxes and insurance. The reimbursements received as a percentage of
expenditures were 77.5% in 2002 and 75.3% in 2001. This increase in the recovery
percentage  is due to the three acquisitions in 2002 and 2001. Tenant allowances
increased  $24,  or  44.6%,  from 2001 and represented only 0.4% of total rental
income  in  2002.

     Interest  income decreased $94, or 28.7%, due to a decrease in the interest
rate  from  3.67%  in  2001  to  1.7%  in  2002.


                                       12
<PAGE>
     In  2001,  LP sold a land outparcel that is located at one of LP's shopping
centers  for  $348, resulting in a gain of $293. No such sales occurred in 2002.

Expenses
     Total  expenses  increased  $1,337,  or  13.3%,  to  $11,426 in 2002 due to
increases  in  operating expenses of rental properties of $648, interest expense
of  $356, depreciation of $234, amortization of debt costs of $8 and general and
administrative  expenses  of  $91.

     Operating expenses of rental properties increased $648, or 14.4%, to $5,151
in  2002. This increase was partially due to an increase of real estate taxes of
$275,  or  15.6%,  over 2001 as a result of increased property values. Insurance
costs  increased  by  $251, or 99.8%, over 2001 due to a significant increase in
premiums  as a result of the insurance market environment. The Company amortizes
lease  fees  that are capitalized and the amortization expense increased $54, or
27.6%,  in  2002  due to increased leasing activity in 2001. Tenant reimbursable
operating  expenses  increased  $74,  or  4.6%,  primarily due to higher general
operating  and  maintenance.  Overall,  the  operating  expenses  of  properties
increased  due  to  core  portfolio operating expenses increasing $199, or 4.5%,
over  2001  and  the  three  properties acquired during 2002 and 2001 increasing
expenses  $490.  These increases were partially offset by a decrease in expenses
of  $36  from  the  sales  of  two  properties  during  2001.

    Interest  expense  increased  $356,  or  17.4%,  in  2002 primarily due to a
mortgage  note  obtained in 2001 and assumption of a mortgage note in connection
with  the  acquisition  in  2002.

     The net increase of $234, or 11.4%, in depreciation expense in 2002 was due
to  the  acquisition  of one shopping center in 2002 and two during 2001, net of
the  effect  of  the  disposition  of  two  properties  in  2001.

     Amortization  of  debt costs increased $8, primarily due to a mortgage note
assumed  in  2002  and  a  mortgage  note  obtained  in  2001.

     General  and  administrative  expenses  increased $91, or 11.9%, to $853 in
2002.  This  increase  relates  to  an  increase  in  general and administrative
expenses  of  the  Company  that  are  allocated  to  LP.  Total  general  and
administrative expenses as a percentage of total revenues were 4.6% and 4.3% for
2002  and  2001,  respectively.

     Due  to  the  implementation of Statement of Financial Accounting Standards
("SFAS")  No.  144,  "Accounting  for  the  Impairment or Disposal of Long-Lived
Assts,"  effective  January 1, 2002 the operating results of certain real estate
assets  sold  subsequent  to January 1, 2002 and the respective gain relating to
the sale be reported as discontinued operations. As a result, there are no gains
on  sale  of properties within income from continuing operations in 2002 but for
2001,  a  gain  of  $1,108  was recognized due to two properties that were sold.

     The  Company  sold a property in 2002, compared to none in 2001, leading to
an  increase  in  income  from discontinued operations of $2,515 in 2002. Of the
total  income  from discontinued operations, $330 related to the income from the
discontinued  operation  and  $2,185  related  to  the  gain  on the sale of the
property.  The  2002  income  of  $330 represents $566 of rental income, $124 of
property operating expenses and $112 of depreciation expense. The 2001 income of
$349  represents  $578  of rental income, $120 of operating expenses and $109 of
depreciation  expense.

Net  Earnings
     Net  earnings  increased  $824,  or  9.2%, to $9,775 in 2002 from $8,951 in
2001.  This increase was attributable to the gains on sale of properties in 2002
and an increase in revenues primarily from the increase in base rents per square
foot  and  the  acquisition  of  three  properties,  partially  offset by higher
operating  expenses  of  the  properties.

                                       13
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  presently expects cash from LP's operating activities to be a
primary source of funds to pay distributions, mortgage note payments and certain
capital  improvements on LP's properties. Net cash from operating activities was
$10,795  in  2002  as  compared  to  $10,666  in  2001, an increase of 1.2%. The
increase  in cash flow for 2002 is due to an increase in depreciation expense as
well  as no outparcel sales occurring in 2002. Distributions to OP Unit holders,
including  the  Company and IRTMC, during 2002 and 2001 were $10,252 and $8,897,
respectively.  Mortgage principal payments for 2002 and 2001 were $585 and $491.
Total  capital  expenditures  on  operating  properties  were  $2,911  and $498,
respectively.

     Other  planned  activities,  including  property  acquisitions,  new
developments,  certain  capital  improvement  programs  and debt repayments, are
expected  to  be  funded to the extent necessary by mortgage financing, periodic
sales  or  exchanges of existing properties and  the issuance of OP Units to the
Company  and  unaffiliated  third  parties.  Net  cash  provided  by  investing
activities  in  2002  was  $1,757  as  compared  to  net  cash used in investing
activities  in  2001 of $1,843. This increase in cash from  investing activities
was  due  to  a  property  sale  in  2002  of  $6,513.

     Net  cash  used  in  financing activities decreased to $12,347 in 2002 from
$14,466  in  2001, a decrease of $2,119. This decrease in cash used in financing
activities was due to advances to the Company of $20,391 in 2001, as compared to
advances  of  $3,398  in  2002.

     LP  guarantees  the  Company's  indebtedness  under  the Company's existing
unsecured  revolving  term  loan  and  its  other  senior  debt.

     The Company, through LP, uses secured borrowings for use in meeting capital
requirements. As of September 30, 2002, LP had $41,861 in mortgage notes payable
at  a  weighted  average  interest  rate  of  8.29%,  which  are  due in monthly
installments  with  maturity  dates  ranging  from  2006  to  2015.

    On  February  19,  2002,  the  Company assumed a non-recourse, mortgage loan
totaling  $4,800,  in  connection with the acquisition of Parkwest Crossing. The
secured  loan  has a fixed interest rate of 8.1%. The loan is due and payable in
eight  years  and  the  principal  amortization  is  based  on  a  thirty  year
amortization  schedule.

     Future  principal  amortization and balloon payments applicable to mortgage
notes  payable  at  September  30,  2002  are  as  follows:

<TABLE>
<CAPTION>


                                Scheduled     Balloon
                               Amortization   Payments         Total
                              -------------  ----------    -----------
<S>               <C>            <C>        <C>
2002                          $         176  $        -     $      176
2003                                    740           -            740
2004                                    801           -            801
2005                                    872           -            872
2006                                    813       4,797          5,610
Thereafter                            6,306      25,964         32,270
                              -------------  ----------    -----------
                              $       9,708  $   30,761     $   40,469
                              =============  ==========
Interest Premium                                                 1,211
                                                           -----------
                                                               $41,680
                                                           ===========
</TABLE>

 The  Company  presently  believes  that  based  on currently proposed plans and
assumptions  relating  to  its  operations,  the  Company's  existing  financial
arrangements,  together  with  cash flows from operations, will be sufficient to
satisfy  LP's  foreseeable  cash  requirements  for  the  next  year.

                                       14
<PAGE>
RECENT  DEVELOPMENTS

     On  October  28,  2002,  Equity One, Inc. and the Company executed a merger
agreement  pursuant to which Equity One will acquire the Company.  In connection
with  the  merger,  each of the Company's  shareholders may elect to receive for
each  share of the Company's common stock either $12.15 in cash or 0.9 shares of
Equity  One  common  stock,  or  a  combination thereof. The terms of the merger
agreement  further provide that the holders of no more than 50% of the Company's
outstanding  common  stock  may  elect  to  receive  cash.

     Completion of the transaction, which is expected to take place in the first
quarter  of  2003,  is subject to the approval of Equity One's and the Company's
shareholders  and  other customary conditions. The boards of each of the Company
and  Equity One have unanimously approved the transaction. Additionally, holders
of  approximately  75%  of Equity One's common stock and approximately 8% of the
Company's  common  stock  have  agreed  to  vote  their  shares  in favor of the
transactions  contemplated  by  the merger. On the 4th business day prior to the
shareholder  meetings, the Equity One holders may withdraw their voting support,
and  the Company's board may withdraw its merger recommendation, if Equity One's
weighted  average  stock  price  for  the 30 preceding trading days is less than
$12.06 or less than $11.00 for the three preceding trading days. In addition, on
the  4th  business  day prior to the shareholder meetings the Equity One holders
may  withdraw their voting support if the Company's weighted average stock price
for  the  30 preceding trading days is less than $10.935 or less than $9.935 for
the  three  preceding  trading  days.

     The Company cannot make any assurances that the merger with Equity One will
be  consummated  according to the terms set forth in the merger agreement, if at
all.  Either the Company or Equity One may terminate the merger agreement if the
merger  is  not  consummated by March 31, 2003.  The Company will be required to
pay  a  $15  million  break-up  fee  to Equity One in the event that the Company
enters  into  an  agreement  for  a  superior  transaction  or if, under certain
circumstances,  the  Company's  board  withdraws  its  recommendation  for  the
transaction.

    Upon  completion  of  the  Merger,  Equity  One will succeed directly to the
interest  of  the  Company  as  general  partner of the LP and indirectly to the
interest  of  IRTMC  as  the  owner  of  93.4%  of  the  OP  Units.

     On  October  31, 2002, Janet Herszenhorn, an individual stockholder of IRT,
purporting to represent a class of holders of IRT common stock, filed a putative
class action lawsuit in the Superior Court of Cobb County, Georgia, against IRT,
Equity  One and each of the directors of IRT. The complaint alleges, among other
things, that IRT and its individual directors breached their fiduciary duties by
agreeing  to the merger between Equity One and IRT and that Equity One aided and
abetted  such  breach. The complaint seeks injunctive relief, an order enjoining
consummation  of  the  merger  and  unspecified  damages.

     On  October  31,  2002,  John  Greaves,  an  individual stockholder of IRT,
purporting  to  represent  a  class of holders of IRT common stock, also filed a
putative  class  action  lawsuit  in the Superior Court of Cobb County, Georgia,
against  IRT,  Equity  One  and  each  of  the  directors  of IRT. The complaint
alleges,  among  other  things,  that  IRT and its individual directors breached
their  fiduciary duties by agreeing to the merger between Equity One and IRT and
that  Equity  One  aided and abetted such breach. The complaint seeks injunctive
relief,  an  order enjoining consummation of the merger and unspecified damages.

     Although  the  defendants  believe  that  these suits are without merit and
intend  to  defend  themselves  vigorously,  there  can be no assurance that the
pending  litigation  will not interfere with the consummation of the merger. IRT
and Equity One do not expect that these suits will interfere with the scheduling
of  their  respective shareholder meetings or the consummation of the merger, if
approved.


                                       15
<PAGE>
INFLATION  AND  ECONOMIC  FACTORS

     The  effects  of  inflation  upon LP's results of operations and investment
portfolio  are  varied.  From the standpoint of revenues, inflation has the dual
effect  of both increasing the tenant revenues upon which percentage rentals are
based  and  allowing  increased  fixed rentals as rental rates rise generally to
reflect  higher  construction  costs on new properties.  This positive effect is
partially  offset by increasing operating and interest expenses, but usually not
to  the  extent  of  the  increases  in  revenues.

     The  Federal  Reserve  regulates the supply of money through various means,
including  open  market  dealings  in  United  States government securities, the
discount  rate  at  which  banks  may  borrow  from the Federal Reserve, and the
reserve  requirements  on deposits.  Such activities affect the availability and
cost  of  credit,  generally,  and  the  Company's  costs  under its bank credit
facilities,  in  particular.

ENVIRONMENTAL  FACTORS

     For the years commencing January 1, 2000, the Company, on behalf of LP, has
maintained  environmental  and  pollution  legal liability insurance coverage to
attempt  to  mitigate  the associated risks.  Although no assurance can be given
that LP properties will not be affected adversely in the future by environmental
problems, the Company presently believes that there are no environmental matters
that  are  reasonably likely to have a material adverse effect on LP's financial
position.

ITEM  3.      QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
                     (dollars  in  thousands)

     The  Company and LP utilize mortgage notes payable with fixed rates. Sudden
changes in interest rates generally do not affect LP's interest expense as these
debt  instruments  have fixed rates for extended periods of time. LP's potential
risk  is  from  increases  in  long-term real estate mortgage rates or borrowing
rates  that  may  occur. As the debt instruments mature, LP typically refinances
such  debt  at the then current market interest rates, which may be more or less
than  the  interest  rates  on  the  maturing  debt.

     The  table below provides information about LP's financial instruments that
are  sensitive  to  changes  in  interest  rates or market conditions, including
estimated  fair  values  for  the LP's interest rate sensitive liabilities as of
September 30, 2002. As the table incorporates only those exposures that exist as
of  September  30,  2002,  it does not address exposures which could arise after
that  date.  Moreover,  because  there  were  no  firm  commitments  to sell the
obligations  at  fair  value as of September 30, 2002, the information presented
has  limited  predictive value. As a result, LP's ultimate realized gain or loss
with  respect  to  interest  rate fluctuations will depend on the exposures that
arise during a future period and at prevailing interest rates. Dollar amounts in
the  following  table  are  in  thousands.

<TABLE>
<CAPTION>



                                                Expected Maturity/Principal Repayment
                              Nominal*     -----------------------------------------------  Total      Fair
                           Interest Rate   2002   2003   2004   2005    2006   Thereafter   Balance    Value
                           --------------  -----  -----  -----  -----  ------  -----------  --------  -------
<S>                        <C>             <C>    <C>    <C>    <C>    <C>     <C>          <C>       <C>
Fixed Rate Liabilities:
   Mortgage Notes Payable           7.77%  $ 176  $ 740  $ 801  $ 872  $5,610  $    32,270  $ 40,469  $46,080
</TABLE>
                                       16
<PAGE>

ITEM  4.CONTROLS  AND  PROCEDURES

     The  Company, on behalf of LP, maintains disclosure controls and procedures
that  are  designed  to ensure that information required to be disclosed in LP's
annual  and  periodic  reports  filed  with  the  SEC  is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.  These  disclosure controls and procedures are further designed to ensure
that such information is accumulated and communicated to the Company, as general
partner,  and the Company's management,, including the Company's chief executive
officer  and  chief  financial  officer,  to  allow  timely  decisions regarding
required  disclosure.

     Based  on the most recent evaluation, which was completed within 90 days of
the  filing  of  this  report,  the  Company's chief executive officer and chief
financial  officer believe that the Company's disclosure controls and procedures
are  effective.  There have been no significant changes in our internal controls
or  in  other  factors  that  could  significantly  affect the internal controls
subsequent  to  the  date  we  completed  our  evaluation.


                                       17
<PAGE>
                           PART II.  OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

        Not  applicable.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

        Not  applicable.

ITEM  3.  DEFAULT  UPON  SENIOR  SECURITIES.

        Not  applicable.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

        Not  applicable.

ITEM  5.  OTHER  INFORMATION.

     On  October  28,  2002,  Equity One, Inc. and the Company executed a merger
agreement  pursuant  to  which  Equity One will acquire IRT. For a more complete
discussion of the merger agreement, see "Management's Discussion and Analysis of
Financial  Condition  -  Recent  Developments."

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

          (a)  Exhibits.

     2.1  Agreement  and  Plan  of  Merger, dated as of October 28, 2002, by and
          between  IRT  Property  Company  and Equity One, Inc. (incorporated by
          reference  to  Exhibit 2.1 to the Company's Current Report on Form 8-K
          dated  October  30,  2002).

     4.1  Amendment  No.  1 to Shareholder Protection Rights Agreement, dated as
          of  October 28, 2002, by and between IRT Property Company and SunTrust
          Bank,  Atlanta,  as Rights Agent (incorporated by reference to Exhibit
          4.1  to  the  Company's  Current  Report on Form 8-K dated October 30,
          2002).

     99.1 Certification  of  Chief  Executive  Officer.

     99.2 Certification  of  Chief  Financial  Officer.

     99.3 Form  of  IRT  Voting  Agreement, dated October 28, 2002, by and among
          Equity  One,  Inc.  and  certain  shareholders of IRT Property Company
          (incorporated  by  reference  to Exhibit 99.1 to the Company's Current
          Report  on  Form  8-K  dated  October  30,  2002).
                                       18
<PAGE>

     99.4 Form  of Equity One, Inc. Voting Agreement, dated October 28, 2002, by
          and among IRT Property Company and certain stockholders of Equity One,
          Inc.  (incorporated  by  reference  to  Exhibit  99.2 to the Company's
          Current  Report  on  Form  8-K  dated  October  30,  2002).

     99.5 Voting  Agreement, dated as of October 28, 2002, by and between Equity
          One,  Inc. and E. Stanley Kroenke, in his capacity as a shareholder of
          IRT Property Company (incorporated by reference to Exhibit 99.3 to the
          Company's  Current  Report  on  Form  8-K  dated  October  30,  2002).

     99.6 Press  Release,  dated  October 29, 2002 (incorporated by reference to
          Exhibit 99.4 to the Company's Current Report on Form 8-K dated October
          30,  2002).

     (b)  Reports  on  Form  8-K.

          No  reports  on  Form  8-K  were  filed by LP during the quarter ended
          September  30,  2002.

          On  October  30,  2002,  the Company filed a Report under Item 1(b) on
          Form  8-K  to  report  the  Agreement  and  Plan  of  Merger.

                                       19
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed  by the undersigned,
thereunto  duly  authorized.


                         IRT  Property  Company,  as  general  partner

Date:     November  12,  2002          /s/  Thomas  H.  McAuley
-----     -------------------          ------------------------
                                       Thomas  H.  McAuley
                                       President  &  Chief  Executive  Officer


Date:     November  12,  2002          /s/  James  G.  Levy
-----     -------------------          --------------------
                                       James  G.  Levy
                                       Executive  Vice  President  &
                                       Chief  Financial  Officer


                                       20
<PAGE>
                                 CERTIFICATIONS

I,  Thomas  H.  McAuley,  certify  that:
1.   I  have  reviewed  this  quarterly  report on Form 10-Q of IRT Partners LP;

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  present 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  disclosure  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  a  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

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.

Date:  November  12,  2002

/s/  Thomas  H.  McAuley
------------------------
Thomas  H.  McAuley
Chief  Executive  Officer

                                       21
<PAGE>

                                 CERTIFICATIONS

I,  James  G.  Levy,  certify  that:

1.   I  have  reviewed  this  quarterly  report on Form 10-Q of IRT Partners LP;

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  present 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  disclosure  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  a  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

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.

Date:  November  12,  2002

/s/  James  G.  Levy
--------------------
James  G.  Levy
Chief  Financial  Officer
                                       22
<PAGE>